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NT MINERALS LIMITED — Annual Report 2012
Oct 22, 2012
65450_rns_2012-10-22_d90f18b3-786f-4e35-9393-4f62856aca55.pdf
Annual Report
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ABN 66 059 326 519
2012 ANNUAL REPORT
CORPORATE DIRECTORY CONTENTS
BOARD OF DIRECTORS
Mr Martin Depisch Mr Damian Delaney Mr Peter Farris Mr Michael Fotios Dr Gerhard Kornfeld
Non-executive Chairman Non-executive Director Non-executive Director Non-executive Director Non-executive Director Mr Thomas Styblo Non-executive Director
COMPANY SECRETARY Ms Shannon Coates
REGISTERED OFFICE 143 Hay Street
Subiaco Western Australia 6008
Postal Address PO Box 8116 Subiaco East Western Australia 6008
Telephone: +61 8 6389 6400 Facsimile: +61 8 6389 6410 Email: [email protected] Web site: www.redbankcopper.com.au
SHARE REGISTRY
Computershare Investor Services Pty Ltd Level 2 45 St George's Terrace Perth Western Australia 6000
Telephone: (61 8) 9323 2000 Facsimile: (61 8) 9323 2033 E-mail: [email protected] Web-site: www.computershare.com.au
AUDITORS
Stantons International
SOLICITORS
Steinepreis Paganin
STOCK EXCHANGE LISTING
Shares in Redbank Copper Limited are quoted and currently suspended from trading on the Australian Securities Exchange under trading code RCP.
This annual report covers consolidated financial statements of Redbank Copper Limited for the consolidated entity, consisting of Redbank Copper Limited and its subsidiaries. The annual report is presented in Australian dollars.
Redbank Copper Limited is a company limited by shares, incorporated and domiciled in Australia.
| Directors' Report2 |
|---|
| Auditor's Independence Declaration14 |
| Consolidated Statement of Comprehensive Income 15 |
| Consolidated Statement of Financial Position 17 |
| Consolidated Statement of Changes in Equity 18 |
| Consolidated Statement of Cash Flows 19 |
| Notes to the Financial Statements 20 |
| Declaration by Directors 55 |
| Independent Auditor's Report 56 |
| Corporate Governance Statement59 |
| Shareholder Information Section 63 |
| Tenement Schedule 65 |
DIRECTORS' REPORT
The Directors present their report together with the financial report of Redbank Copper Limited (the "Company") and of the consolidated entity, being the Company and its controlled entities ("the Group") for the year ended 30 June 2012.
DIRECTORS
The names of the Directors of the Company in office during the course of the financial year and up to the date of this report are as follows:
| Martin Depisch | (Appointed as Non-executive Director 29 November 2011) |
|---|---|
| Damian Delaney | (Appointed as Non-executive Director 24 July 2012) |
| Peter Farris | (Appointed as Non-executive Director 17 September 2012) |
| Michael Fotios | (Appointed as Non-executive Director 17 September 2012) |
| Gerhard Kornfeld | (Appointed as Non-executive Director 17 September 2012) |
| Thomas Styblo | (Appointed as Non-executive Director 11 April 2012) |
| Lucanus Polagnoli | (Appointed as Non-executive Director 14 December 2011, resigned 24 July 2012) |
| Bruce Morrin | (Appointed as Non-executive Director 16 July 2009, resigned 29 November 2011) |
| Keith Vuleta | (Appointed as Non-executive Director 9 October 2009, resigned 18 November 2011) |
| Allan Brown | (Appointed as Non-executive Director 4 December 2009, resigned 22 November 2011) |
| Nigel Goodall | (Appointed as Non-executive Director 17 December 2010, appointed Chairman, since 22 |
| March 2011, resigned 2 September 2011) |
Unless otherwise indicated, all Directors held their position as a Director throughout the entire financial year and up to the date of this report.
INFORMATION ON DIRECTORS
| Director | Qualifications, experience and special responsibilities |
|---|---|
| Martin Depisch | MBA |
| Non-executive Chairman | |
| Based in Austria, Mr Depisch holds an MBA from Karl-Franzens University, Austria and has also studied at Harvard University, USA. He has almost 20 years' experience in finance and transactional work involving the mining sector. Martin is a beneficiary of the Depisch family who's trust is the ultimate owner of DCM DECOmetal GmbH ("DCM"), the company which holds an 83.6% interest in Redbank's major shareholder, Stirling Resources Limited. |
|
| In the previous 3 years, Mr Depisch has held directorships with ASX listed companies: Stirling Resources Limited (2011 to present) Swan Gold Mining Limited (July 2012 to present). |
|
| Damian Delaney | CA Non-executive Director |
| Mr Delaney is a Chartered Accountant with many years' experience working with international listed companies. He commenced his career in South Africa, qualifying with Coopers and Lybrand, before taking up a series of positions in the United Kingdom. He was until recently Managing Director of ASX listed Nimrodel Resources Limited and has worked in the resource sector for the past 6 years, where he has been involved in numerous capital raisings. Mr Delaney is fully conversant with all regulatory requirements of the Australian markets and has many years' hands on experience managing all aspects of company financial and regulatory reporting. |
|
| In the previous 3 years, Mr Delaney has been a director of the following ASX listed companies: Swan Gold Mining Limited (July 2012 to present) Stirling Resources Limited (July 2012 to present) |
|
| Genesis Minerals Limited (March 2012 to present) Nimrodel Resources Limited (February 2010 to August 2011) |
| Thomas Styblo | Executive Master of Laws (LLM); Masters Degree in Economic and Social Sciences (Mag.rer.soc.oec) Non-executive Director |
|---|---|
| Mr Styblo is Director Finance and Legal of DCM and is responsible for the legal and commercial aspects of DCM Mining Investments, as well as the management of DCM's Australian mining operations. Prior to joining DCM, Mr Styblo was Managing Director and CFO of Scchweighofer & Styblo GmbH and was responsible for finance, legal and accounting, tax optimisation, human resources and strategic planning for that company. |
|
| In the previous 3 years, Mr Styblo has been a director of the following ASX listed companies: Australian Zircon NL (February 2012 to present) Swan Gold Mining Limited (September 2012 to present) |
|
| Michael Fotios | Bsc (Hons) MAusImm Non-executive Director |
| Mr Fotios has qualifications in geology specialising in economic geology with extensive experience in exploration throughout Australia working with gold, base metals, tantalum, tin and nickel from exploration to feasibility. Mr Fotios has held the position of managing director of a number of listed companies in the past and has substantial interests in the mining and exploration industry. |
|
| In the previous 3 years, Mr Fotios has been director of the following ASX listed companies: Northern Star Resources Limited (2009 to present) Pegasus Metals Limited (2009 to present) Horseshoe Metals Limited (May 2012 to present) General Mining Corporation Limited (June 2012 to present) Stirling Resources Limited (September 2012 to present) Swan Gold Mining Limited (September 2012 to present) |
|
| Peter Farris | Dip Bus Perth Tech, Dip Bus RMIT, MAICD Non-executive Director |
| Mr Farris is a well-respected and highly credentialed businessman in the Perth real estate industry and corporate advisory services. He has managed and developed major real estate companies with turnovers in excess of \$200 million and has extensive experience in company management. |
|
| In the previous 3 years, Mr Farris has been a director of the following ASX listed companies: Northern Star Resources Limited (2009 to present) Stirling Resources Limited (September 2012 to present) Swan Gold Mining Limited (September 2012 to present) |
|
| Dr Gerhard Kornfeld |
Dr Kornfeld is an Austrian national who completed his PhD at the University of Economics in Vienna and has been involved in various executive positions throughout Europe. Before joining DCM as CEO in May 2012, he had been acting as CEO of VA TECH EZ, based in Prague and CEO of Mondi Russia, based in Syktyvkar. |
| In the previous 3 years, Dr Kornfeld has been director of the following ASX listed companies: Australian Zircon NL (August 2012 to present) Swan Gold Mining Limited (July 2012 to present) |
| Lucanus Polagnoli | Non-executive Director Resigned 24 July 2012 |
|---|---|
| Mr Polagnoli is currently based in Austria and since 2010 employed by Austria's most well known restructuring firm, E.F. Grossnigg Finanzberatung und Treuhandgesellschaft m.b.H., which specialises in turn-around management and restructuring. From 2004 onwards he was working in audit and consulting at KPMG in Austria, mainly on international accounts. Consequently he was seconded to KPMG's Melbourne office (Australia) from 2007 until 2009, where he worked predominantly in transaction services (financial due diligence). Before that Mr Polagnoli studied international management and business administration in Austria, the United Kingdom and Italy. Due to his international educational background and language skills, Lucanus has worked on numerous projects, both across Europe and overseas. |
|
| Bruce Morrin | AMM, FIMMM(CEng), MAICD Managing Director Resigned 29 November 2011 |
| Mr Morrin has a wide range of experience in various open pit, underground and diverse hard rock mining operations working in large scale underground open stoping operations, blockcaving and sublevel caving operations with challenging support requirements. He has also worked at internationally recognised mining centres, including the Zambian Copperbelt with Anglo American, the Great Dyke of Zimbabwe, Mt Isa in Queensland with Mt Isa Mines Ltd and various Western Australian goldfields mining operations. |
|
| He qualified as a mining engineer at the Camborne School of Metaliferous Mining, Cornwall, England, is a Fellow of the Australian Institute of Mining and Metallurgy, a Fellow of the Institute of Materials, Minerals and Mining (UK) and holds a First Class Mine Mangers Certificate of Competency. |
|
| Keith Vuleta | B.Bus, CA, MAICD Non-Executive Director |
| Resigned 18 November 2011 | |
| Mr Vuleta trained with Ernst & Young and has been a Chartered Accountant for twenty five years. He has held positions as Finance Director, Chief Financial Officer and Company Secretary for public companies in the mining, engineering and financial services industries. He has extensive experience in senior financial management in the mining, construction, and engineering industries. He is principally experienced in areas of finance, system policies and controls, financial reporting, risk management and compliance. Mr Vuleta is currently Chairman of the Polytechnic of Western Australia. |
|
| Allan Brown | B Sc (Hons) CP (Met) NSW, FAusIMM Non-Executive Director |
| Resigned 22 November 2011 | |
| A Director since December 2009. Mr Brown is a metallurgist with more than 40 years industry experience, specialising in the design, testing, commissioning and operation of base metal processing projects. He has worked as an industry consultant on metal processing projects in Australia and overseas for a range of local and global organisations including AngloGold, Newcrest and CBH Resources. Prior to his consulting career, he worked as Project and Mine Manager for a number of gold and base metal developers including Wiluna Gold, Sally Malay Nickel and Murchison Zinc. |
Nigel Goodall B. Mineral Processing, MBA Chairman
Resigned 2 September 2011
Mr Goodall holds 40 years experience in the mining and resource industry covering operations, project design and development, marketing and general management. He holds a degree in Mineral Processing from London University and an MBA from the University of Western Australia. He has worked in coal, copper, gold, tin, iron ore and mineral sands. Over the past 20 years, Mr Goodall has been the principal of a small consulting company that has developed an extensive client list ranging from major national and multinational companies to small business.
Information on Company Secretary
Shannon Coates LLB, CSA, GAICD (appointed 12 December 2011)
Ms Coates completed a Bachelor of Laws through Murdoch University in 1993 and has since gained over 18 years inhouse experience in corporate law and compliance for public companies. She is a Chartered Secretary and an Associate Member of both the Institute of Chartered Secretaries & Administrators and Chartered Secretaries Australia. She is also a member of the Australian Institute of Company Directors.
Ms Coates is currently employed as Legal & Compliance Counsel with Evolution Capital Partners, a company providing corporate advisory services and is also company secretary to a number of ASX, JSE and AIM listed companies
Ildiko Wowesny B.Bus. (resigned 7 December 2011)
Ms Wowesny has experience in company secretarial roles together with corporate management, accounting and financial areas. She has served as Company Secretary for ASX listed resource companies for some considerable time together with 5 years at Deloitte Touche Tohmatsu and also a period in the United Kingdom with resource groups.
DIRECTORS' INTERESTS
At the date of this report, the interests of each Director in the shares and options of Redbank Copper Limited were:
| Director | Fully paid shares | Unlisted options |
|---|---|---|
| M Depisch | - | - |
| D Delaney | - | - |
| T Styblo | - | - |
| M Fotios | - | - |
| P Farris | - | - |
| G Kornfeld | - | - |
DIRECTORS' MEETINGS
The number of meetings of the Board of Directors held during the year and the number of meetings attended by each director (while they were a Director) was as follows:
| Board | ||||
|---|---|---|---|---|
| Number held whilst in office |
Number attended |
|||
| M Depisch | 1 | 1 | ||
| D Delaney | - | - | ||
| T Styblo | 1 | 1 | ||
| M Fotios | - | - | ||
| P Farris | - | - | ||
| G Kornfeld | - | - | ||
| L Polagnoli | 1 | 1 | ||
| B Morrin | 3 | 3 | ||
| K Vuleta | 3 | 3 | ||
| A Brown | 3 | 2 | ||
| N Goodall | 2 | 1 |
REMUNERATION REPORT (audited)
This report sets out the remuneration arrangements in place for Directors and executives of the Company and the Group in accordance with the requirements of the Corporations Act 2001 and its regulations. For the purposes of this report Key Management Personnel ("KMP") of the Group are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company and the Group, directly or indirectly, including any Director (whether executive or otherwise) of the parent company.
Principles used to determine the nature and amount of remuneration
Directors and executives remuneration
Overall remuneration policies are determined by the Board of Directors and are adapted to reflect competitive market and business conditions. Within this framework, the remuneration committee considers remuneration policies and practices generally, and determines specific remuneration packages and other terms of employment for executive directors and senior management. Executives may be provided with longer-term incentives through participation in option schemes, which serve to align the interests of the executives with those of shareholders. Executive remuneration and other terms of employment are reviewed annually by the board having regard to performance, relevant comparative information and expert advice.
Redbank Copper Limited's remuneration policy for Executive Directors and senior management is designed to promote superior performance and long term commitment to Redbank Copper Limited. Remuneration packages are set at levels that are intended to attract and retain executives capable of managing Redbank's operations. Executive Directors receive a base remuneration which is market related.
Redbank's remuneration policies are designed to align executive's remuneration with shareholders' interests and to retain appropriately qualified executive talent for the benefit of Redbank. The main principles of the policy include:
- reward reflects the competitive market in which Redbank operates;
- individual reward should be linked to performance criteria; and
- executives should be rewarded for both financial and non-financial performance.
The structure of remuneration packages for Executive Directors and other senior executives comprises:
- a fixed sum base salary payable monthly in cash;
- long term incentives through Executive Directors being eligible to participate in a share option plan and share purchase plan as approved by shareholders. Senior executives may also participate in an employee share option plan, with any option issues generally being made in accordance with thresholds set in plans approved by shareholders and the share purchase plan; and
- other benefits, including participation in superannuation schemes.
The proportion of fixed and variable remuneration is established for each executive by the Board. The objective of any short term incentives is to link achievement of Redbank's operational targets with the remuneration received by executives charged with meeting those targets. The objective of long term incentives is to reward executives in a manner which aligns this element of their remuneration with the creation of shareholder wealth. Redbank's activities comprise the exploration, evaluation and development of mineral tenements aimed at identifying economic mineral deposits capable of development. Redbank's financial performance reflects the nature of these ongoing activities.
The payment of bonuses, share options and other incentive payments are reviewed by the Board as part of the review of executive remuneration and a recommendation is put to the Board for approval. The Board can exercise its discretion in relation to approving incentives, bonuses and options. Any changes must be justified by reference to measurable performance criteria.
The annual performance objectives are the means by which the Company links company performance and remuneration policy. Having regard to the current stage of the Company's evolution, linking of remuneration policy to production performance milestones and progress rather than earnings is considered the most appropriate method of incentivising employees. The realisation of achieving production targets and reaching full production levels is expected to have positive influence on the Company's share price as would exploration advancements. Any increase in the share price of the Company has a positive effect on shareholder wealth.
The Directors consider the principles of the remuneration of key management personnel have been successful in providing positive company performance. The principles have provided the desired incentive and are expected to continue to provide such incentive. Whilst the Company has only been in the early formative stages of the development of the Redbank mine site it is difficult to determine the effect on shareholder wealth. Whilst it may be expected that earnings would be a loss position in these early stages, any improved earning is viewed to be a long term position that is not yet fully determinable.
REMUNERATION REPORT (audited) (continued)
Non-executive Directors' remuneration
In accordance with current corporate governance practices, the structure for the remuneration of Non-executive Directors and senior executives is separate and distinct. Shareholders approve the maximum fees payable to Nonexecutive Directors, with the current approved limit being \$250,000. The Board determines the actual payments to Directors. The Board approves any consultancy arrangements for non-executive directors who provide services outside of and in addition to their duties as Non-executive Directors.
Non-executive Directors are entitled to statutory superannuation benefits. At this stage of Redbank's development, Non-executive Directors may be entitled to participate in equity based remuneration schemes. Shareholders must approve the framework for any equity based compensation schemes and if a recommendation is made for a Director to participate in an equity scheme, that participation must be specifically approved by the shareholders. All Directors are entitled to have their indemnity insurance paid by Redbank.
The tables below sets out summary information about the consolidated entity's earnings and movements in shareholder wealth for five years to June 2012. (Note values for 2008 to 2009 financial years have been restated for the 1:10 share consolidation that took place during the 2010 financial year)
| 30 June 2012 | 30 June 2011 | 30 June 2010 | 30 June 2009 | 30 June 2008 | |
|---|---|---|---|---|---|
| \$ | \$ | \$ | \$ | \$ | |
| Revenue | 771,917 | 61,225 | 66,738 | 1,518,776 | 3,874,638 |
| Net loss before tax | (12,441,482) | (91,746) | (3,364,233) | (5,471,736) | (11,609,067) |
| Net loss after tax | (12,441,482) | (91,746) | (3,364,233) | (5,471,736) | (11,609,067) |
| Share price at start of year | 0.01 | 0.04 | 0.02 | 0.04 | 0.12 |
| Share price at end of year | 0.04 | 0.01 | 0.04 | 0.02 | 0.04 |
| Interim and Final Dividend | - | - | - | - | - |
| Basic earnings per share | (3.47) cents | (0.1) cents | (2.98) cents | (19.17) cents | (81.0) cents |
| Diluted earnings per share | (3.47) cents | (0.1) cents | (2.98) cents | (19.17) cents | (81.0) cents |
REMUNERATION REPORT (audited) (continued)
Details of remuneration
The following table discloses details of the nature and amount of each element of the remuneration of each Director of Redbank and the Group and each of the key management personnel for the year ended 30 June 2012. The information in this table has been audited.
| 30 June 2012 Group |
Short term employee benefits | Post-employment benefits |
Share based payments |
||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | Cash salary and fees |
Cash bonus | Non monetary benefits |
Superannuation | Termination Benefits |
Options | Total | Proportion of remuneration performance related |
Value of options as proportion of remuneration |
| \$ | \$ | \$ | \$ | \$ | \$ | % | % | ||
| Key management personnel | |||||||||
| Directors Executive Directors B Morrin (i) |
184,880 | - | - | 13,664 | - | - | 198,544 | - | - |
| Non-executive Directors M Depisch D Delaney T Styblo L Polagnoli (ii) K Vuleta (iii) A Brown (iv) |
- - - - - 23,200 |
- - - - - - |
- - - - - - |
- - - - - 2,088 |
- - - - - - |
- - - - - - |
- - - - - 25,288 |
- - - - - - |
- - - - - - |
| N Goodall (v) |
- | - | - | - | - | - | - | - | - |
| Total | 208,080 | - | - | 15,752 | - | - | 223,832 |
(i) Mr Morrin resigned as a director on 29 November 2011.
(ii) Mr Polagnoli resigned as a director on 24 July 2012.
(iii) Mr Vuleta resigned as a director on 18 November 2011.
(iv) Mr Brown resigned as a director on 22 November 2011.
(v) Mr Goodall resigned as a director 2 September 2011.
(vi) An amount of \$21,770 was paid for Director and Officer Liability insurance for the year ended 30 June 2012.
REMUNERATION REPORT (audited) (continued)
| 30 June 2011 Group |
Short term employee benefits | Post-employment benefits |
Share based payments |
||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | Cash salary and fees |
Cash bonus | Non monetary benefits |
Superannuation | Termination benefits |
Options | Total | Proportion of remuneration performance related |
Value of options as proportion of remuneration |
| \$ | \$ | \$ | \$ | \$ | \$ | % | % | ||
| Key management personnel | |||||||||
| Directors Executive Directors B Morrin |
207,340 | - | - | 42,660 | - | - | 250,000 | - | - |
| Non-executive Directors K Vuleta |
38,430 | - | - | 810 | - | - | 39,240 | - | - |
| A Brown | 9,000 | - | - | 30,240 | - | - | 39,240 | - | - |
| N Goodall (i) | 12,000 | - | - | 1,080 | - | - | 13,080 | - | - |
| I Price (ii) | 31,288 | - | - | 2,816 | - | - | 34,104 | - | - |
| M Adams (iii) | 5,559 | - | - | - | - | - | 5,559 | - | - |
| R Lurf (iv) | - | - | - | - | - | - | - | - | - |
| Total | 303,617 | - | - | 77,606 | - | - | 381,223 |
(i) Mr Goodall was appointed as a Non-executive Director on 17 December 2010. From 22 March 2011 he was appointed as Chairman and subsequently resigned on 2 September 2011.
(ii) Mr Price resigned as a Director on 25 February 2011.
(iii) Mr Adams was appointed as a Director on 23 July 2010, and resigned as a Director on 13 September 2010.
(iv) Mr Lurf was appointed as a Director on 17 December 2010, and resigned as a Director on 4 February 2011.
REMUNERATION REPORT (audited) (continued)
Compensation options: granted and vested during the year (consolidated)
There were no options granted to key management personnel during the year (2011: nil).
Analysis of options over equity instruments granted as part of remuneration
| 30 June 2012 | Value of options granted during the year \$ |
Value of options exercised during the year \$ |
Value of options lapsed during the year \$ |
Total \$ |
|---|---|---|---|---|
| Director | ||||
| N/A | - | - | - | - |
| 30 June 2011 | ||||
| Director | ||||
| B. Morrin | - | - | 775 | 775 |
No shares were issued during the year as a result of the exercise of options granted as part of remuneration.
There were no alterations to the terms and conditions of options granted as remuneration since their grant date. There were no forfeitures during the year.
Information on any benefits received by Directors of Redbank Copper Limited by reason of a contract made by the consolidated entity with a Director or a Director-related entity is contained in Note 19 of the financial report.
Service agreements
There are no service agreements in place.
Share-based compensation
Directors, employees and consultants may be eligible to participate in equity based compensation schemes. An employee share option scheme has been adopted by the Board of the Company. The primary purposes of the scheme are to increase motivation, promote retention, align interests with those of the Company and its shareholders and to reward contribution to the growth of the Company.
End of Audited Remuneration Report.
PRINCIPAL ACTIVITIES
The principal activities of the Company during the financial year is as an Australian based mining company focused on the development of the Redbank Copper Project in the north-eastern area of the Northern Territory in Australia.
OPERATING RESULTS
The net loss of the Group after provision for income tax was \$12,441,482 (2011: \$91,746).
REVIEW OF OPERATIONS
Redbank Copper's primary focus is to expand the copper inventory to +/-200,000 tonnes copper metal within a 20 kilometre radius of ERL94, which is the considered "brownfield" area.
An opportunity to expand the land access in this area occurred when Redbank Copper reached agreement to obtain an 85% interest in a joint venture on the part of EL10335 immediately surrounding ERL94. The Wollogorang Joint Venture Agreement with Hartz Range Mines Ltd, a wholly owned subsidiary of Gulf Mines Ltd, over this ground was signed on 26th July 2011. On 11 June 2012 the Wollogorang Joint Venture Agreement was amended to include revised expenditure commitments and further payments to Hartz.
During the year, brown field activities started on ERL94 and on the adjacent joint venture ground, however inclement weather forced an early halt to all this exploration work. Drilling was limited to a total of 1,062 metres of Reverse Circulation ("RC") drilling on ERL94 (Charlie Prospect) and EL10335 (Masterton Project). The metres drilled were significantly less than the overall program of drilling originally planned and no aerial exploration work was activated.
Exploration activities were suspended and the Company's project was placed on "care and maintenance" in the third quarter of the 2012 financial year pending resolution of restructuring and recapitalisation activities by the Company.
No further exploration activities were conducted prior to 30 June 2012. However, post the end of the year Redbank executed an agreement to conduct a significant aeromagnetic survey over the Wollogorang joint venture tenements, including almost 42,000 line kilometres of magnetics and radiometrics.
Redbank Copper's Resource Estimate (for year ending 30 June 2012) remains at:
- Indicated Mineral Resource of 2,766,000 tonnes at 1.55% for 43,100 tonnes of contained copper metal; and
- Inferred Mineral Resource of 3,502,000 tonnes at 1.52% copper for 53,400 tonnes of contained copper metal;
for a Total Mineral Resource of 6,268,000 tonnes @ 1.53% copper for 96,500 tonnes of contained copper metal.
Corporate
On 30 September 2011, Redbank Copper advised that it had signed a Private Placement Agreement and a Committed Equity Facility Agreement with Chimaera Capital Markets. These agreements were subsequently terminated in late November 2011.
On 22 November 2011, the securities of Redbank Copper were placed into trading halt pending a review of the Company's financial position. The Company was subsequently suspended from official quotation on ASX on 24 November 2011 and as at the date of this report, remain suspended.
On 22 May 2012, Redbank Copper advised that it had signed a Restructure Deed with Investmet Limited ("Investmet"), Stirling Resources Ltd ("Stirling") and the major shareholder of Stirling, DCM DECOmetal GmbH ("DCM"), to facilitate the restructure and recapitalisation of Stirling and Redbank Copper and on 7 August 2012, announced it had secured a loan facility pursuant to which Investmet as lender agreed to provide up to \$1,500,000 to fund the Company's working capital requirements.
DIVIDENDS
No dividend was paid or declared during the year and the Directors do not recommend the payment of a dividend.
LIKELY DEVELOPMENTS
The Company has a significant copper resource at Redbank Copper Project.
The current strategy is to progress the exploration programme with the aim of creating a copper metal resource of approximately 200,000 tonnes of copper metal (effectively doubling the present 96,500 tonnes) in the next two to three years and ensure the best possible economics to support the recommencement of copper production.
In the opinion of the Directors there is no additional information available as at the date of this report or any likely developments which may materially affect the operations of the Group and the expected results of those operations in subsequent years.
OPTIONS GRANTED OVER UNISSUED SHARES
At the date of this report, there are no options over fully paid shares on issue.
No options were issued or exercised during the financial year. Details of options that expired during the financial year are contained in note 16 to the financial report.
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
Other than as stated elsewhere in this report, there have been no significant changes in the state of affairs of the Group during the financial year
EVENTS SUBSEQUENT TO THE END OF THE REPORTING PERIOD
The significant events which have occurred subsequent to the end of the year other than have been disclosed in the financial report are:
On 19 July 2012, Redbank advised that it had signed an Amendment Deed in relation to the Restructure Deed, pursuant to which, the end date for the satisfaction or waiver by Investmet of the conditions precedent, as set out in the announcements on 22 May 2012 and 7 August 2012, has been extended from 30 June 2012 to 31 October 2012.
Further, in the event all conditions precedent have been satisfied by 31 OCtober 2012 save for the requirement to obtain shareholder and regulatory approvals, pursuant to the Amendment Deed, the parties agreed to extend the due date for satisfaction of these conditions from 31 August 2012 to 31December 2012.
On 3 August 2012, Redbank advised that it had signed a Loan Agreement with Investmet Limited to provide up to \$1.5 million in funding for the Company's working capital requirements.
There are no other significant events which have occurred subsequent to the end of the year other than have been disclosed in the financial report.
NON-AUDIT SERVICES
The Board has considered the non-audit services provided during the year and is satisfied that the provision of those services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 and did not compromise the auditor independence requirements of the Corporations Act 2001, for the following reasons:
- all non-audit services were subject to the corporate governance guidelines adopted by the Company;
- all non-audit services have been reviewed by the Board to ensure that they do not impact the impartiality and objectivity of the auditor; and
- the nature of the services provided do not compromise the general principles relating to auditor independence in accordance with APES 110: Code of Ethics for Professional Accountants set by the Accounting and Professional and Ethical Standards Board.
Non-audit services paid or payable to the auditors during the year ended 30 June 2012 are outlined in Note 18 to the financial statements.
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
The Company has taken out an insurance policy insuring Directors and Officers of the Company against any liability arising from a claim brought by a third party against the Company or its Directors or Officers, and against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in their capacity as a Director or Officer of the Company, other than conduct involving a wilful breach of duty in relation to the Company.
The Company has entered into indemnity agreements with each of the directors and officers of the Company. Under the agreements, the Company will indemnify those officers against any claim or for any expenses or costs which may arise as a result of work performed in their respective capacities as officers of the Company or any related entities.
ENVIRONMENTAL REGULATIONS
The consolidated entity is subject to significant environmental regulation in respect to its mining and mineral exploration activities. These obligations are regulated under relevant government authorities within Australia. The consolidated entity is a party to exploration and mine development licences. Generally, these licences specify the environmental regulations applicable to exploration and mining operations in the respective jurisdictions. The consolidated entity aims to ensure that it complies with the identified regulatory requirements in each jurisdiction in which it operates.
Compliance with environmental obligations is monitored by the Board of Directors. No environmental breaches have been notified to the Company by any government agency during the financial year ended 30 June 2012.
AUDITOR'S INDEPENDENCE DECLARATION
A copy of the auditors' independence declaration as required under Section 307C of the Corporations Act is included immediately following the Directors' Report and forms part of the Directors' Report.
Signed in accordance with a resolution of the Board of Directors.
Martin Depisch Non-Executive Chairman
Perth, Western Australia 27th September 2012


CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 30 JUNE 2012
| CONSOLIDATED | |||
|---|---|---|---|
| NOTE | 2012 | 2011 | |
| \$ | \$ | ||
| Result from Continuing operations | |||
| Other income | 3 | 771,917 | 61,225 |
| Employee and directors – remuneration expenses | (569,874) | (381,223) | |
| Depreciation and amortisation | (303,764) | (127,585) | |
| Corporate and administrative expenses | (569,615) | (1,108,097) | |
| Finance costs | 4a | (196,364) | (140,186) |
| Redbank Copper NT – care and maintenance | (891,577) | (564,828) | |
| Exploration and evaluation expenditure write off | 12 | (6,603,627) | - |
| Development expenditure write off | 11 | (3,742,197) | - |
| Loss on deconsolidation of subsidiaries | (69,713) | - | |
| Impairment of financial assets | 9 | (266,668) | - |
| Net gain on financial assets fair valued through profit and loss | - | 66,668 | |
| Net gain from write back/off of liabilities / assets | 4b | - | 2,102,280 |
| Loss before income tax | (12,441,482) | (91,746) | |
| Income tax expense | 5 | - | - |
| NET LOSS FOR THE YEAR | (12,441,482) | (91,746) | |
| Attributable to: | |||
| Owners of the Company | (12,441,482) | (91,746) | |
| Non-controlling interests | - | - | |
| (12,441,482) | (91,746) | ||
| Loss per share | |||
| Basic and diluted loss per share (cents per share) | 22 | (3.47) | (0.10) |
CONDOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2012
| CONSOLIDATED | |||
|---|---|---|---|
| NOTE | 2012 \$ |
2011 \$ |
|
| Net Loss for the year | (12,441,482) | (91,746) | |
| Other comprehensive income for the year Exchange differences on translation of foreign operations |
- | - | |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | (12,441,482) | (91,746) | |
| Attributable to: Owners of the Company Non-controlling interests |
(12,441,482) - |
(91,746) - |
|
| (12,441,482) | (91,746) |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2012
| CONSOLIDATED | |||
|---|---|---|---|
| NOTE | 2012 | 2011 | |
| \$ | \$ | ||
| CURRENT ASSETS | |||
| Cash and cash equivalents | 6 | 175,777 | 7,152 |
| Trade and other receivables | 7 | 115,954 | 98,588 |
| Inventories | 8 | 148,792 | 260,404 |
| Other financial assets | 9 | - | 266,668 |
| TOTAL CURRENT ASSETS | 440,523 | 632,812 | |
| NON-CURRENT ASSETS | |||
| Trade and other receivables | 7 | 988,000 | 366,252 |
| Plant and equipment | 10 | 820,867 | 1,267,434 |
| Mine development expenditure | 11 | - | 3,735,020 |
| Deferred exploration and evaluation expenditure | 12 | 4,099,032 | 9,491,925 |
| TOTAL NON-CURRENT ASSETS | 5,907,899 | 14,860,631 | |
| TOTAL ASSETS | 6,348,422 | 15,493,443 | |
| CURRENT LIABILITIES | |||
| Trade and other payables | 13 | 648,530 | 779,540 |
| Interest bearing loans and borrowings | 14 | 4,950,525 | 1,915,552 |
| Provisions | 15 | 515,023 | 571,525 |
| TOTAL CURRENT LIABILITIES | 6,114,078 | 3,266,617 | |
| NON-CURRENT LIABILITIES | |||
| Provisions | 15 | 116,627 | 116,627 |
| TOTAL NON-CURRENT LIABILITIES | 116,627 | 116,627 | |
| TOTAL LIABILITIES | 6,230,705 | 3,383,244 | |
| NET ASSETS | 117,717 | 12,110,199 | |
| EQUITY | |||
| Issued capital | 16 | 89,776,728 | 89,327,728 |
| Accumulated losses | (91,387,439) | (78,945,957) | |
| Reserves | 17 | 1,728,428 | 1,728,428 |
| TOTAL EQUITY | 117,717 | 12,110,199 |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2012
| Consolidated | Issued capital \$ |
Reserves \$ |
Accumulated losses \$ |
Total equity \$ |
|---|---|---|---|---|
| At 30 June 2010 | 85,431,928 | 2,322,654 | (78,854,211) | 8,900,371 |
| Loss for the year | - | - | (91,746) | (91,746) |
| Other comprehensive income Foreign currency translation reclassified to profit |
||||
| or loss | - | (594,226) | - | (594,226) |
| Total comprehensive income / (loss) for the year | - | (594,226) | (91,746) | (685,972) |
| Equity Transactions: | ||||
| Issue of share capital | 3,944,836 | - | - | 3,944,836 |
| Share issue expenses | (49,036) | - | - | (49,036) |
| Share based payment | - | - | - | - |
| At 30 June 2011 | 89,327,728 | 1,728,428 | (78,945,957) | 12,110,199 |
| Loss for the year | - | - | (12,441,482) | (12,441,482) |
| Other comprehensive income | ||||
| Foreign currency translation reclassified to profit | ||||
| or loss | - | - | - | - |
| Total comprehensive income / (loss) for the year | - | - | (12,441,482) | (12,441,482) |
| Equity Transactions: | ||||
| Issue of share capital | 470,000 | - | - | 470,000 |
| Share issue expenses | (21,000) | - | - | (21,000) |
| Share based payment | - | - | - | - |
| At 30 June 2012 | 89,776,728 | 1,728,428 | (91,387,439) | 117,717 |
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2012
| CONSOLIDATED | |||
|---|---|---|---|
| NOTE | 2012 | 2011 | |
| \$ | \$ | ||
| Cash flows from operating activities | |||
| Receipts from customers – other | - | 32,975 | |
| Payments to suppliers and employees | (1,488,582) | (2,257,966) | |
| Research and development income tax rebate | 625,176 | - | |
| Interest received | 38,334 | 24,294 | |
| Interest paid | (46,364) | (37,233) | |
| Net cash outflow from operating activities | 26(b) | (871,436) | (2,237,930) |
| Cash flows from investing activities | |||
| Payments for exploration and evaluation | (1,907,958) | (1,174,700) | |
| Payments for mine project development | - | (1,051,143) | |
| Payments for purchase of plant and equipment | - | (98,892) | |
| Payment for security deposits | - | (25,935) | |
| Proceeds from rental and security bonds | 68,252 | 99,355 | |
| Proceeds from sale of plant and equipment | 22,802 | - | |
| Net cash outflow from investing activities | (1,816,904) | (2,251,315) | |
| Cash flows from financing activities | |||
| Share issue costs | (21,000) | (49,036) | |
| Loans provided | (690,000) | - | |
| Loans received | 3,624,000 | 2,965,000 | |
| Finance lease repayments | (56,035) | (50,906) | |
| Unsecured notes issued | - | 1,642,193 | |
| Net cash inflow from financing activities | 2,856,965 | 4,507,251 | |
| Net increase in cash and cash equivalents | 168,625 | 18,006 | |
| Cash at the beginning of the financial year | 7,152 | (10,854) | |
| Cash at the end of the financial year | 26(a) | 175,777 | 7,152 |
NOTES TO THE FINANCIAL STATEMENTS
1. CORPORATE INFORMATION
The financial report of Redbank Copper Limited for the year ended 30 June 2012 was authorised for issue in accordance with a resolution of the Directors on 27 September 2012.
Redbank Copper Limited (the "Company") is a company limited by shares whose shares are publicly traded on the Australian Securities Exchange. The Company is incorporated and domiciled in Australia. The comparative period is for the period from 1 July 2010 to 30 June 2011.
The nature of the operations and principal activities of the Company are disclosed in the Directors' Report.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Statement of Compliance
The financial report complies with the Corporations Act (2001) and Australian Accounting Standards and Interpretations, which include Australian equivalents to International Financial Reporting Standards ("AIFRS"). Compliance with AIFRS ensures that the financial report, comprising the financial statements and notes thereto, complies with International Financial Reporting Standards ("IFRS").
Basis of Preparation
The financial report has been prepared on a historical cost basis. Cost is based on the fair value of the consideration given in exchange for assets. The financial report is presented in Australian dollars unless otherwise noted.
The accounting policies adopted in the preparation of financial report are consistent with those of the Group's previous annual financial report ending 30 June 2011 except for the impact of the Standards and Interpretations described below. These policies are consistent with the Australian Accounting Standards and with International Financial Reporting Standards.
The group has adopted all the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (AASB) that are relevant to their operations and effective for the current reporting period.
Application of new and revised Accounting Standards
2.1 Standards and Interpretations affecting amounts reported in the current period (and/or prior periods).
The following new and revised Accounting Standards and Interpretations have, where applicable, been adopted in the current year but have had no significant effect on the amounts reported or disclosures.
Standards affecting presentation and disclosure
| Amendments to AASB 7 'Financial Instruments" Disclosure' |
The amendments (part of AASB 2010-4 'Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project') clarify the required level of disclosures about credit risk and collateral held. |
|---|---|
| Amendments to AASB 101 'Presentation of Financial Statements' |
The amendments (part of AASB 2010-4 'Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project') clarify that an entity may choose to present the required analysis of items of other comprehensive income either in the statement of changes in equity or in the notes to the financial statements. |
| AASB 1054 'Australian Additional Disclosures' and AASB 2011-1 'Amendments to Australian Accounting Standards arising from Trans-Tasman Convergence Project' |
AASB 1054 sets out the Australian-specific disclosures for entities that have adopted Australian Accounting Standards. |
| AASB 2011-1 makes amendments to a range of Australian Accounting Standards and Interpretations for the purpose of closer alignment to IFRSs and harmonisation between Australian and New Zealand Standards. |
|
| AASB 124 'Related Party Disclosures' (revised December 2009) |
AASB 124 (revised December 2009) has been revised on the following two aspects: (a) AASB 124 (revised December 2009) has changed the definition of a related party and (b) AASB 124 (revised December 2009) introduces a partial exemption from the |
disclosure requirements for government-related entities.
NOTES TO THE FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
AASB 2009-14 'Amendments to Australian Interpretation – Prepayments of a Minimum Funding Requirement' Interpretation 114 addresses when refunds or reductions in future contributions should be regarded as available in accordance with paragraph 58 of AASB 119. AASB 2009-12 'Amendments to Australian Accounting Standards' The application of AASB 2009-12 makes amendments to AASB 8 'Operating Segments' as a result of the issuance of AASB 124 'Related Party Disclosures (2009). AASB 2010-5 'Amendments to Australian Accounting Standards' The Standard makes numerous editorial amendments to a range of Australian Accounting Standards and Interpretations. AASB 2010-6 'Amendments to Australian Accounting The application of AASB 2010-6 makes amendments to AASB 7 'Financial
Standards – Disclosures on Transfers of Financial Assets'
Instruments – Disclosures' to introduce additional disclosure requirements for transactions involving transfer of financial assets.
New Accounting Standards for Application in Future Periods
The AASB has issued a number of new and amended Accounting Standards and Interpretations that have mandatory application dates for future reporting periods, some of which are relevant to the Group
At the date of the authorization of the financial statements, the standards and Interpretations listed below were in issue but not yet effective.
| Standard/Interpretation | Effective for annual reporting periods beginning on or after |
Expected to be initially applied in the financial year ending |
|---|---|---|
| AASB 9 'Financial Instruments', AASB 200911 'Amendments to Australian Accounting Standards arising from AASB 9' and AASB 2010-7 'Amendments to Australian Accounting Standards arising from AASB 9 (December 2010)' |
1 January 2013 | 30 June 2014 |
| AASB 10 'Consolidated Financial Statements' | 1 January 2013 | 30 June 2014 |
| AASB 11 'Joint Arrangements' | 1 January 2013 | 30 June 2014 |
| AASB 12 'Disclosure of Interests in other Entities' | 1 January 2013 | 30 June 2014 |
| AASB 127 'Separate Financial Statements' (2011) | 1 January 2013 | 30 June 2014 |
| AASB 128 'Investments in Associates and Joint Ventures' (2011) | 1 January 2013 | 30 June 2014 |
| AASB 13 'Fair Value Measurement' and AASB 2011-8 'Amendments to Australian Accounting Standards arising from AASB 13' |
1 January 2013 | 30 June 2014 |
| AASB 119 'Employee Benefits' (2011) and AASB 2011-10 'Amendments to Australian Accounting Standards arising from AASB 19 (2011)' |
1 January 2013 | 30 June 2014 |
| AASB 2010-8 'Amendments to Australian Accounting Standards – Deferred Tax: recovery of Underlying Assets' |
1 January 2012 | 30 June 2013 |
| AASB 2011-4 'Amendments to Australian Accounting Standards to Remove Individual Key Management Personnel Disclosure Requirements' |
1 July 2013 | 30 June 2014 |
| AASB 2011-7 'Amendments to Australian Accounting Standards arising from the Consolidation and Joint Arrangements standards' |
1 January 2013 | 30 June 2014 |
| AASB 2011-9 'Amendments to Australian Accounting Standards – Presentation of Items of Other Comprehensive Income' |
1 July 2012 | 30 June 2013 |
| Interpretation 20 'Stripping Costs in the Production Phase of a Surface Mine' and AASB 2011-12 'Amendments to Australian Accounting Standards arising |
1 January 2013 | 30 June 2014 |
from Interpretation 20'.
NOTES TO THE FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The Group has decided not to early adopt any of the new and amended pronouncements. Of the above new and amended Standards and Interpretations the Group's assessment of those new and amended pronouncements that are relevant to the Group but applicable in future reporting periods is set out below:
AASB 9: Financial Instruments (December 2010) and AASB 2010-7: Amendments to Australian Accounting Standards arising from AASB 9 (December 2010) [AASB 1, 3, 4, 5, 7, 101, 102, 108, 112, 118, 120, 121, 127, 128, 131, 132, 136, 137, 139, 1023 & 1038 and Interpretations 2. 5, 10, 12, 19 & 127] (applicable for annual reporting periods commencing on or after 1 January 2013).
These Standards are applicable retrospectively and include revised requirements for the classification and measurement of financial instruments, as well as recognition and derecognition requirements for financial instruments.
The key changes made to accounting requirements include:
- simplifying the classifications of financial assets into those carried at amortised cost and those carried at fair value;
- simplifying the requirements for embedded derivatives;
- removing the tainting rules associated with held-to-maturity assets;
- removing the requirements to separate and fair value embedded derivatives for financial assets carried at amortised cost;
- allowing an irrevocable election on initial recognition to present gains and losses on investments in equity instruments that are not held for trading in other comprehensive income. Dividends in respect of these investments that are a return on investment can be recognised in profit or loss and there is no impairment or recycling on disposal of the instrument
- requiring financial assets to be reclassified where there is a change in an entity's business model as they are initially classified based on: (a) the objective of the entity's business model for managing the financial assets; and (b) the characteristics of the contractual cash flows; and
- requiring an entity that chooses to measure a financial liability at fair value to present the portion of the change in its fair value due to changes in the entity's own credit risk in other comprehensive income, except when that would create an accounting mismatch. If such a mismatch would be created or enlarged, the entity is required to present all changes in fair value (including the effects of changes in the credit risk of the liability) in profit or loss.
The Group has not yet been able to reasonably estimate the impact of these pronouncements on its financial statements.
AASB 10: Consolidated Financial Statements, AASB 11: Joint Arrangements, AASB 12: Disclosure of Interests in Other Entities, AASB 127: Separate Financial Statements (August 2011), AASB 128: Investments in Associates and Joint Ventures (August 2011) and AASB 2011-7: Amendments to Australian Accounting Standards arising from the Consolidation and Joint Arrangements Standards [AASB 1, 2, 3, 5, 7, 9, 2009-11, 101, 107, 112, 118, 121, 124, 132, 133, 136, 138, 139, 1023 & 1038 and Interpretations 5, 9, 16 & 17] (applicable for annual reporting periods commencing on or after 1 January 2013).
AASB 10 replaces parts of AASB 127: Consolidated and Separate Financial Statements (March 2008, as amended) and Interpretation 112: Consolidation - Special Purpose Entities. AASB 10 provides a revised definition of control and additional application guidance so that a single control model will apply to all investees. The Group has not yet been able to reasonably estimate the impact of this Standard on its financial statements.
AASB 11 replaces AASB 131: Interests in Joint Ventures (July 2004, as amended). AASB 11 requires joint arrangements to be classified as either "joint operations" (whereby the parties that have joint control of the arrangement have rights to the assets and obligations for the liabilities) or 'joint ventures" (where the parties that have joint control of the arrangement have rights to the net assets of the arrangement). Joint ventures are required to adopt the equity method of accounting (proportionate consolidation is no longer allowed).
AASB 12 contains the disclosure requirements applicable to entities that hold an interest in a subsidiary, joint venture, joint operation or associate. AASB 12 also introduces the concept of a "structured entity", replacing the 'special purpose entity" concept currently used in Interpretation 112, and requires specific disclosures in respect of any investments in unconsolidated structured entities. This Standard will only affect disclosures and is not expected to significantly impact the Group.
To facilitate the application of AASBs 10, 11 and 12, revised versions of AASB 127 and AASB 128 have also been issued. These Standards are not expected to significantly impact the Group.
AASB 13: Fair Value Measurement and AASB 2011-8: Amendments to Australian Accounting Standards arising from AASB 13 [AASB 1, 2, 3, 4, 5, 7, 9, 2009-11, 2010-7, 101, 102, 108, 110, 116, 117, 118, 119, 120, 121, 128, 131, 132, 133, 134, 136, 138, 139, 140, 141, 1004, 1023 & 1038 and Interpretations 2, 4, 12, 13, 14, 17, 19, 131 & 132] (applicable for annual reporting periods commencing on or after 1 January 2013).
AASB 13 defines fair value, sets out in a single Standard a framework for measuring fair value, and requires disclosures about fair value measurements.
NOTES TO THE FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
AASB 13 requires:
- inputs to all fair value measurements to be categorised in accordance with a fair value hierarchy; and
- enhanced disclosures regarding all assets and liabilities (including, but not limited to, financial assets and financial liabilities) measured at fair value.
These Standards are not expected to significantly impact the Group.
AASB 2011-9: Amendments to Australian Accounting Standards – Presentation of Items of Other Comprehensive Income [AASB 1, 5, 7, 101, 112, 120, 121, 132, 133, 134, 1039 & 1049] (applicable for annual reporting periods commencing on or after 1 July 2012).
The main change arising from this Standard is the requirement for entities to group items presented in other comprehensive income on the basis of whether they are potentially reclassifiable to profit or loss subsequently.
This Standard affects presentation only and is not expected to significantly impact the Group.
AASB 119 (September 2011) also includes changes to the accounting for termination benefits that require an entity to recognise an obligation for such benefits at the earlier of:
- (i) for an offer that may be withdrawn when the employee accepts;
- (ii) for an offer that cannot be withdrawn when the offer is communicated to affected employees; and
- (iii) where the termination is associated with a restructuring of activities under AASB 137: Provisions, Contingent Liabilities and Contingent Assets, and if earlier than the first two conditions – when the related restructuring costs are recognised.
The Group has not yet been able to reasonably estimate the impact of these changes to AASB 9.
NOTES TO THE FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(a) Going Concern
The financial report has been prepared on the going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the ordinary course of business. The ability of the Group and Company to continue their mineral project evaluation activities, and hence the continued adoption of the going concern assumption, is dependent on the Group raising additional funding as and when required.
The Group has incurred a net loss after tax for the year ended 30 June 2012 of \$12,441,482 (2011: \$91,746) and experienced net cash outflows from operating and investing activities of \$2,688,340 (2011: outflow \$4,489,245). As at 30 June 2012 the Group had a working capital deficiency of \$5,673,555 (2011: \$2,633,805).
It is the opinion of the Board of Directors that there are reasonable grounds to believe that the operational and financial plans in place are achievable and accordingly the Company and Group will be able to continue as going concerns and meet their debts as and when they fall due.
During the year to 30 June 2012 and the period to the date of this report, the Directors have taken steps to ensure the Company and Group continue as going concerns. These steps include:
- The Company embarked on an exploration program to focus on discovery and delineation of high grade sulphide resources in order to grow the mine life of a proposed new copper production facility and for a review of development options for the Redbank mine;
- During the year to 30 June 2012 the Company had the continuing support of its major shareholder, Stirling Resources Limited ("Stirling"). Stirling had advanced \$489,000 to the Company during the year and an amount of \$1,699,000 remained outstanding as at 30 June 2012;
- The Company has received an undertaking from DCM DECOmetal GmbH (DCM) to provide funding to support the Company's and Group's activities. In addition, DCM and Stirling have provided an undertaking not to require repayment of any amounts provided to the Company until such time as the Company has the ability to repay them; and at 30 June 2012 the Company owed DCM \$3,178,114 (2011: nil); and
- Ongoing management of the level of exploration and development expenditure in line with funds available to the Group.
The ability of the Company and the Group to continue as going concerns is dependent on:
- (i) Ongoing management of the level of exploration and development expenditure in line with funds available to the Group; and
- (ii) The ability of the Company and Group to secure additional debt / equity funding if required.
The Directors have reviewed the Company's and Group's overall position and outlook in respect of the matters identified above and are of the opinion that the use of the going concern basis is appropriate in the circumstances.
Should the Directors not be successful in achieving the matters set out above, there is significant uncertainty whether the Company and the Group will be able to continue as going concerns and therefore whether they will realise their assets and extinguish their liabilities in the normal course of business and at the amounts stated in the financial report.
The financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts, or to the amounts and classification of liabilities that might be necessary should the Company and the Group not continue as going concerns.
The following accounting policies have been adopted in the preparation and presentation of the financial report:
(b) Basis of Consolidation
The consolidated financial statements are those of the consolidated entity comprising Redbank Copper Limited ("Redbank" or the "Company") (the parent entity) and all entities (including special purpose vehicles) that Redbank controlled from time to time during the year and at the reporting date (the "Group").
Information from the financial statements of subsidiaries is included from the date the parent entity obtains control until such time as control ceases. Where there is a loss of control of a subsidiary, the consolidated financial statements include the results for the part of the reporting period during which the parent entity has control.
NOTES TO THE FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Subsidiary acquisitions are accounted for using the acquisition method of accounting. In the Company's separate financial statements, investments in controlled entities are carried at lower of cost and recoverable value. Such investments include both investments in shares issued by the subsidiary and other parent entity interest that in substance form part of the parent entity's investment in the subsidiary. These include investments in the form of interest free loans which have no fixed repayment terms and which have been provided to subsidiaries as an additional source of long term capital.
The financial statements of subsidiaries are prepared for the same reporting period as the parent entity, using consistent accounting policies. All intercompany balances and transactions, including unrealised profits arising from intra group transactions, have been eliminated in full. Unrealised losses are eliminated unless costs cannot be recovered.
(c) Significant accounting judgements, estimates and assumptions
In the process of applying the Group's accounting policies management has made the following significant accounting judgements and estimates in the preparation of these financial statements.
Exploration and evaluation
Exploration and evaluation expenditure has been carried forward in accordance with policy 2(f) on the basis that exploration and evaluation activities have not yet reached a stage which permits reasonable assessment of the existence or otherwise of economically recoverable reserves and active and significant operations in relation to the area are continuing. In the event that significant operations cease and/or economically recoverable resources are not assessed as being present, this expenditure will be expensed to the income statement.
Share based payment transactions
The Company measures the cost of equity settled transactions with employees and consultants by reference to the fair value of the equity instruments at the date which they are granted. The fair value is determined by valuation using a binomial method with assumptions disclosed in Note 28.
Income tax expense
The income tax expense has been estimated and calculated based on management's best knowledge of Australian Income Tax legislation. There may be differences with the treatment of individual jurisdiction provisions but these are not expected to have any material impact on the amounts as reported.
Impairment of receivable
The Company assessed the amount of expected recovery based upon its best estimate.
NOTES TO THE FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(d) Foreign Currency Translation
(i) Functional and presentation currency
Both the functional and presentation currency of Redbank Copper Limited is Australian Dollars (\$). The functional currency of the registered subsidiary companies is Australian Dollars (\$). Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that currency.
(ii) Foreign currency transactions
Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange at the balance sheet date.
All exchange differences relating to transactions and balances denominated in foreign currency in the consolidated financial report are taken to profit and loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rate at the date when the fair value was determined.
(iii) Translation of financial reports of foreign operations
The assets and liabilities of foreign operations are translated to the group presentation currency at rates of exchange ruling at the balance sheet date. Income and expense items are translated at average exchange rates for the year. Any exchange differences are taken directly to the foreign currency translation reserve. On disposal of a foreign entity, cumulative deferred exchange differences are recognised in the income statement as part of the profit or loss on sale.
NOTES TO THE FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(e) Trade and other receivables
Trade receivables, which generally have 30 to 90 day terms, are recognised and carried at original invoice amount less a provision for uncollectible debts. An estimate of the provision for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred.
(f) Exploration and evaluation expenditure
Exploration and evaluation expenditure incurred by or on behalf of the Group is accumulated separately for each area of interest. Such expenditure comprises net direct costs and an appropriate portion of related overhead expenditure, but does not include general overheads or administrative expenditure not having a specific nexus with a particular area of interest.
Each area of interest is limited to a size related to a known or probable mineral resource capable of supporting a mining operation.
Exploration expenditure for each area of interest is expensed as incurred, except that it may be carried forward provided that one of the following conditions is met:
- Such costs are expected to be recouped through successful development and exploitation of the area of interest or, alternatively, by its sale; or
- Exploration activities in the area of interest have not, at balance date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves.
Exploration expenditure which no longer satisfies the above policy is written off. In addition, an impairment allowance is raised against any exploration expenditure where the Directors are of the opinion that the carried forward net cost may not be recoverable under the above policy. The increase in the impairment allowance is charged against the income statement for the year.
When an area of interest is abandoned, any expenditure carried forward in respect of that area of interest is written off in the year in which the decision to abandon is made.
Expenditure is not carried forward in respect of any area of interest unless the Group's right of tenure to that area of interest are current. Amortisation is not charged on areas under development, pending commencement of production.
(g) Employee entitlements
Provision is made for employee benefits accumulated as a result of employees rendering services up to the reporting date. These benefits include wages and salaries, annual leave and long service leave.
Liabilities arising in respect of wages and salaries, annual leave and long service leave and any other benefits expected to be settled within twelve months of the reporting date are measured at their nominal amounts based on remuneration rates which are expected to be paid when the liability is settled. All other employee benefit liabilities are measured at the present value of the estimated future cash outflow to be made in respect of services provided by employees up to the reporting date. In determining the present value of future cash outflows, the market yield as at the reporting date on national government bonds, which have terms to maturity approximating the terms of the related liabilities, are used.
NOTES TO THE FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(h) Share based payment transactions
The Company provides benefits to employees (including Directors) in the form of share-based payments transactions, whereby employees render services in exchange for shares or rights over shares ("share based payments" or "equity settled transactions"). There is currently an Employee Share Option Plan in place to provide these benefits to employees.
The cost of these equity settled transactions with employees is measured by reference to the fair value at the date they are granted. The value is determined by a valuer using a binomial model details of which are given in note 28. In valuing equity settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Redbank Copper Limited ("market conditions").
The cost of equity settled transactions is recognised, together with a corresponding increase in equity, over the period in which the vesting conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award ("vesting date").
The cumulative expense recognised for equity settled transactions at each reporting date until vesting date reflects the extent to which the vesting period has expired and the number of awards that, in the opinion of the directors, will ultimately vest. This opinion is formed based on the best available information at balance date. No adjustment is made for the likelihood of market conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The income statement charge or credit for the period represents the movement in the cumulative expense recognised as at the beginning and end of that period.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition.
Where the terms of an equity settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification as measured at the date of modification.
Where an equity-settled award is cancelled (other than cancellation when a vesting condition is not satisfied), it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph.
The dilutive effect, if any, of the outstanding options is reflected as additional share dilution in the computation of loss per share (see note 22).
(i) Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised.
Interest
Revenue is recognised as the interest accrues using the effective interest rate method (which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument to the net carrying amount of the financial asset).
NOTES TO THE FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(j) Plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and any accumulated impairment loss. Estimates of remaining useful lives are made on a regular basis for all assets, with annual reassessments for major items.
Depreciation is provided on a straight line basis on all plant and equipment. Major depreciation periods are:
| Plant and equipment | 2-5 years |
|---|---|
| Motor vehicles | 3-5 years |
Disposal
An item of plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from its use or disposal.
Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognised.
(k) Impairment of non-financial assets
At each reporting date, the entity assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the entity makes a formal estimate of recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount.
Recoverable amount is the greater of fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cashgenerating units). The estimated future cash flows are discounted to their present value using a pre tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or the cash generating unit.
(l) Taxation
(i) Income Tax
The income tax expense or benefit for the year is the tax payable on the current year's taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
NOTES TO THE FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.
(ii) Other taxes
Revenues, expenses and assets are recognised net of the amount of GST except:
- When the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
- Receivables and payables are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as a current asset or liability in the balance sheet.
Cash flows are included in the Statement of Cash Flows on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.
(m) Trade and other payables
Trade payables and other payables are carried at amortised cost and represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services.
(n) Earnings per share
Basic earnings per share is determined by dividing net profit or loss after income tax attributable to members of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year.
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
NOTES TO THE FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(o) Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise of cash at bank and in hand and short term deposits with an original maturity of three months or less.
For the purposes of the statement of cash flows, cash includes cash on hand and in banks, as defined above (and money market investments readily convertible to cash on hand), net of outstanding bank overdrafts.
(p) Contributed Equity
Issued share capital is recognised at the fair value of the consideration received by the Company. Any transaction costs arising on the issue of ordinary shares are recognised, net of tax, directly in equity as a reduction of the share proceeds received.
(q) Mine Development costs
Mine development expenditure represents the costs incurred in preparing the mine for recommissioning and production, and also includes other directly attributable costs incurred before production commences. These costs are capitalised to the extent they are expected to be recouped through successful exploitation of the related mining leases. Once production commences, these costs are amortised over the remaining lease term. The development costs are written off if the mine property is abandoned. Development costs incurred to maintain production are expensed as incurred against the related production.
(r) Inventories
Stores and spares, consumables, copper product on hand and in circuit.
Stores and spares, copper product on hand and in circuit are stated at the lower of cost and net realisable value. Cost comprises, direct materials, direct labour and a proportion of indirect overhead expenditure allocated on the basis of relevant operating capacity. Costs are assigned to individual items of inventory on basis of weighed average cost. Costs of inventory are determined after deducting applicable rebates and discounts. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and to make the sale.
(s) Leases
Finance leases, which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item, are capitalised at the inception of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in short-term and long-term payables.
Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income.
Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified as operating leases.
(t) Interest-bearing loans and borrowings
All loans and borrowings are initially recognised at the fair value of the consideration received net of issue costs associated with the borrowing. Interest calculated using the effective interest rate method is accrued over the period it becomes due and increases the carrying amount of the liability.
NOTES TO THE FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(u) Other Financial Assets - Investments
Classification
The Group classifies its investments in the following categories: financial assets at fair value through profit or loss and loans and receivables. Management determines the classification of its investments at initial recognition.
(i) Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term.
(ii) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than 12 months after the reporting date which are classified as non-current assets. Loans and receivables are included in trade and other receivables (note 7) in the balance sheet.
Recognition and derecognition
Regular purchases and sales of financial assets are recognised on trade-date - the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value and transaction costs are expensed in the income statement. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.
Subsequent measurement
Loans and receivables are carried at amortised cost using the effective interest method.
Impairment
The Group assesses at each balance date whether there is objective evidence that a financial asset or group of financial assets is impaired.
(v) Borrowing costs
Borrowing costs incurred in relation to the provision of finance facilities are expensed in the period to which they were incurred, except when the borrowing costs are directly attributable to the acquisition, construction or production of a qualifying asset, in which case they are capitalised as part of the cost of the asset.
(w) Non-current assets held for sale
Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset is available for immediate sale in its present condition. Non-current assets classified as held for sale are measured at the lower of their previous carrying amount and fair value less costs to sell.
(x) Provision for rehabilitation
The provision for future restoration costs is the best estimate of the present value of the expenditure required to settle the restoration obligation at the reporting date. Future restoration costs are reviewed annually and any changes in the estimate are reflected in the present value of the restoration provided at each reporting date.
NOTES TO THE FINANCIAL STATEMENTS
| 2012 \$ |
2011 \$ |
||
|---|---|---|---|
| 3. | REVENUE | ||
| Other income | |||
| - interest received | 38,494 | 28,250 | |
| - sundry income | 108,247 | 32,975 | |
| - research and development income tax rebate | 625,176 | - | |
| Total Revenue | 771,917 | 61,225 | |
| 4a. | FINANCE COSTS | ||
| Finance Costs | |||
| - Interest on premium funding | 1,326 | 5,105 | |
| - Interest on obligations under finance leases | 15,445 | 15,015 | |
| - Interest on convertible notes | 6,728 | 21,357 | |
| - Interest on unsecured loan | 22,865 | 71,679 | |
| - Other interest expense | - | 4,277 | |
| - Settlement of La Jolla Cover LLC Convertible Note Facility | 150,000 | - | |
| - Other finance costs | - | 22,753 | |
| 196,364 | 140,186 |
4b. NET GAIN FROM WRITE BACK/OFF OF LIABILITIES/ASSETS
| Recognition of foreign currency translation reserve Impairment of receivable from Fiji government |
- - |
594,226 (80,287) |
|---|---|---|
| Write back of liabilities / provisions | - | 1,588,341 |
| - | 2,102,280 |
The above write off of assets and write back of liabilities relate to, Audesso Mining (Fiji) Ltd, a 100% controlled entity of Redbank Copper Ltd
As documented in Note 20, Audesso Mining (Fiji) Ltd is a non-core entity in the process of being liquidated. As there is no expectation of any surplus funds resulting from the liquidation to repay the liabilities and accordingly these have been written down to zero.
Write back of liabilities includes creditors of \$29,742, government debt of \$724,192 and reversal of rehabilitation provision of \$834,407.
NOTES TO THE FINANCIAL STATEMENTS
| CONSOLIDATED | |
|---|---|
| 2012 | 2011 |
| \$ | \$ |
5. INCOME TAX
Loss before income tax
The prima facie tax, using tax rates applicable in the country of operation, on operating loss differs from income tax provided in the financial statements as follows:
| Accounting loss before income tax | 12,441,482 | 91,746 |
|---|---|---|
| At the Australian income tax rate of 30% (2010: 30%) | (3,732,445) | (27,524) |
| Expenditure not allowable for income tax purposes: | ||
| Non-deductible expenses | 3,152,134 | 12,328 |
| Other deductible expenditure | - | (698,866) |
| Unused tax losses and offsets not recognised as deferred tax assets | 580,311 | 714,062 |
| Income tax benefit reported in the income statement | - | - |
| Set off of deferred tax liabilities pursuant to set off provisions | ||
| Net unrecognised deferred tax assets | 23,001,454 | 22,421,143 |
The deferred tax assets will only be obtained in the relevant tax jurisdiction if: (i) future assessable income tax is derived of a nature and of an amount sufficient to enable the benefit to be realised;
(ii) the conditions for deductibility imposed by the tax legislation are complied with; and
(iii) no changes in tax legislation adversely affect the Group in realising the benefit.
6. CASH AND CASH EQUIVALENTS
| Cash at bank | 174,509 | 6,225 |
|---|---|---|
| Cash on hand | 1,268 | 927 |
| 175,777 | 7,152 |
|---|---|
NOTES TO THE FINANCIAL STATEMENTS
| CONSOLIDATED | |||
|---|---|---|---|
| 2012 | 2011 | ||
| \$ | \$ | ||
| 7. | TRADE AND OTHER RECEIVABLES | ||
| CURRENT | |||
| Fuel rebate | - | 2,655 | |
| Other receivables | 4,000 | - | |
| Goods and services tax (GST) recoverable | 28,370 | 17,663 | |
| Prepayments | 83,584 | 78,270 | |
| 115,954 | 98,588 | ||
| NON CURRENT | |||
| Security deposits (ii) | 193,000 | 261,252 | |
| Tenement deposits (ii) | 105,000 | 105,000 | |
| Loan to Stirling Resources Limited (i) | 690,000 | - | |
| 988,000 | 366,252 | ||
(i) Recoverability of funds advanced to Stirling Resources Limited depends on the ability of Stirling Resources Limited to raise funds and/or to recapitalise the company. The directors are confident Stirling Resources Ltd will be able to repay this loan.
(ii) The Company had bank guarantees of \$253,750 at the reporting date.
8. INVENTORIES
| Lime | 86,530 | 217,151 |
|---|---|---|
| Diesel fuel – at cost | 60,134 | 36,503 |
| Stores and spares – at cost | 2,128 | 6,750 |
| 148,792 | 260,404 |
9. OTHER FINANCIAL ASSETS
CURRENT – Fair value through Profit or Loss
| Shares in Luminus Systems Ltd – at market value | 266,668 | 266,668 |
|---|---|---|
| Less: provision for diminution | (266,668) | - |
| - | 266,668 |
NOTES TO THE FINANCIAL STATEMENTS
10. PLANT & EQUIPMENT
| Plant and equipment |
Mine plant and equipment |
Capital WIP |
Equipment under finance lease |
Motor Vehicles under finance lease |
Rehab asset |
TOTAL | |
|---|---|---|---|---|---|---|---|
| \$ | \$ | \$ | \$ | \$ | \$ | \$ | |
| Gross carrying amount | |||||||
| Balance at 1 July 2010 | 844,068 | 1,214,050 | 198,331 | 52,282 | 176,166 | 141,119 | 2,626,016 |
| Additions | 4,671 | 4,595 | 99,715 | - | - | - | 108,981 |
| Disposals | - | - | (16,825) | - | - | - | (16,825) |
| Asset reclassification adjustments |
- | - | - | - | - | (24,492) | (24,492) |
| Transfer to plant and equipment |
- | 141,955 | (141,955) | - | - | - | - |
| Balance at 30 June 2011 | 848,739 | 1,360,600 | 139,266 | 52,282 | 176,166 | 116,627 | 2,693,680 |
| Additions | - | - | - | - | - | - | |
| Disposals | - | (110,175) | - | - | - | - | (110,175) |
| Adjustments | - | (10,000) | - | - | (116,627) | (126,627) | |
| Transfer to plant and equipment |
- | - | - | - | - | - | |
| Balance at 30 June 2012 | 848,739 | 1,250,425 | 129,266 | 52,282 | 176,166 | - | 2,456,878 |
| Accumulated depreciation and impairment |
|||||||
| Balance at 1 July 2010 | (557,259) | (705,856) | - | (2,614) | (32,933) | - | (1,298,662) |
| Disposals Impairment losses charged |
- | - | (16,750) | - | - | - | (16,750) |
| to profit | - | - | (75) | - | - | - | (75) |
| Asset reclassification adjustments |
- | - | - | - | - | - | - |
| Depreciation expense | (43,469) | (34,022) | - | (10,456) | (39,637) | - | (127,584) |
| Balance at 30 June 2011 | (600,728) | (739,878) | (16,825) | (13,070) | (72,570) | - | (1,443,071) |
| Disposals Impairment losses charged |
- | 93,999 | - | - | - | - | 93,999 |
| to profit | - | - | - | - | - | - | - |
| Asset reclassification adjustments |
- | - | 16,825 | - | - | - | 16,825 |
| Depreciation expense | (22,696) | (211,670) | - | (29,760) | (39,638) | - | (303,764) |
| Balance at 30 June 2012 | (623,424) | (857,549) | - | (42,830) | (112,208) | - | (1,636,011) |
| Net book value | |||||||
| As at 30 June 2011 | 248,011 | 620,722 | 139,266 | 39,212 | 103,596 | 116,627 | 1,267,434 |
| As at 30 June 2012 | 225,315 | 392,876 | 129,266 | 9,452 | 63,958 | - | 820,867 |
NOTES TO THE FINANCIAL STATEMENTS
| CONSOLIDATED | |
|---|---|
| 2012 \$ |
2011 \$ |
| 2,643,458 | |
| 1,091,562 | |
| (3,742,197) | - |
| - | 3,735,020 |
| 3,735,020 7,177 |
Mine development costs represent intangible expenditure. During the year all mine development costs were written off.
12. DEFERRED EXPLORATION AND EVALUATION
| Exploration and evaluation phases: | ||
|---|---|---|
| Australia | 4,099,032 | 9,491,925 |
| 4,099,032 | 9,491,925 | |
| Exploration and evaluation – Australia | ||
| Australia exploration and evaluation expenditure | 9,491,925 | 8,256,935 |
| Evaluation expenditure expensed directly against profit | (6,603,627) | - |
| Transfer of rehabilitation assets from plant and equipment to | ||
| exploration and evaluation costs | 116,627 | - |
| Expenditure capitalised during the year | 1,094,107 | 1,234,990 |
| 4,099,032 | 9,491,925 | |
Notes
- (i) The ultimate recoupment of costs carried forward for exploration expenditure is dependent upon the successful development and commercial exploitation, or sale, of the respective areas of interest.
- (ii) All the above costs represent intangible deferred exploration and evaluation expenditure.
13. TRADE AND OTHER PAYABLES
| CURRENT | ||
|---|---|---|
| Trade creditors and accruals | 648,530 | 693,859 |
| Directors and associated entities | - | 32,700 |
| Employee benefits | - | 52,981 |
| 648,530 | 779,540 |
a) Trade creditors and sundry payables are non-interest bearing and normally settled on 45 day terms.
b) Employee benefits represents PAYG payable and employee superannuation which are non-interest bearing
NOTES TO THE FINANCIAL STATEMENTS
14. INTEREST BEARING LOANS AND BORROWINGS
| CONSOLIDATED | |||
|---|---|---|---|
| CURRENT | 2012 | 2011 | |
| \$ | \$ | ||
| Finance leases | - | 129,446 | |
| Other loan | 73,411 | 59,446 | |
| Unsecured loan | (ii) | 1,699,000 | 1,210,000 |
| Convertible notes – La Jolla Cove | (iii) | - | 516,660 |
| Unsecured loan | (i) | 3,178,114 | - |
| 4,950,525 | 1,915,552 |
- (i) Unsecured loan is a working capital loan from DCM DECOmetal GmbH which accrues interest. There are no repayment terms attached to this loan. The loan includes interest accrued of \$43,114 at 30 June 2012.
- (ii) Unsecured loan is a working capital loan from Stirling Resources Limited which is interest free. There are no repayment terms attached to this loan.
- (iii) During the year ended 30 June 2012 the Group reached an agreement with La Jolla Cove Investors Inc for the termination of the convertible note facility held. The Group paid an amount of \$150,000 as a termination fee.
15. PROVISIONS
CURRENT
| Employee benefits (i) Environmental, restoration and rehabilitation |
19,865 495,158 |
76,367 495,158 |
|---|---|---|
| NON-CURRENT | 515,023 | 571,525 |
| Environmental, restoration and rehabilitation | 116,627 | 116,627 |
| 116,627 | 116,627 |
(i) Employee benefits represents leave provisions which are non-interest bearing. Based on past experience the Group does not expect all employees to take the full amount of accrued leave within the next 12 months.
Movements in environmental, restoration & rehabilitation provision: Opening balance at 1 July 611,785 1,470,684 (Restatement)/Unwinding of discount - (24,492) Reversal of restoration and rehabilitation provision - (834,407) Closing balance as 30 June 611,785 611,785
NOTES TO THE FINANCIAL STATEMENTS
| 16. | ISSUED CAPITAL | CONSOLIDATED | ||
|---|---|---|---|---|
| 2012 | 2011 | |||
| (a) Ordinary shares | \$ | \$ | ||
| 392,630,263 (2011: 302,776,992) ordinary fully paid shares | 89,776,728 | 89,327,728 | ||
| 89,776,728 | 89,327,728 |
| CONSOLIDATED | ||
|---|---|---|
| SHARES | \$ | |
| (b) Movements in ordinary share capital | ||
| Balance 30 June 2010 | 147,777,477 | 85,431,628 |
| La Jolla conversion of convertible note 5 July 2010 at \$0.0149 | 4,026,846 | 60,000 |
| La Jolla conversion of convertible note 4 August 2010 at \$0.0154 | 5,519,481 | 85,000 |
| La Jolla conversion of convertible note 8 September 2010 at \$0.016 | 2,187,500 | 35,000 |
| Conversion of B class shares to ordinary shares 24 September 2010 | 30 | 300 |
| La Jolla conversion of convertible note 24 September 2010 at \$0.0142 | 2,112,676 | 30,000 |
| La Jolla conversion of convertible note 30 September 2010 at \$0.0142 | 3,521,127 | 50,000 |
| La Jolla conversion of convertible note 14 October 2010 at \$0.014 | 4,285,714 | 60,000 |
| La Jolla conversion of convertible note 12 November 2010 at \$0.0242 | 4,132,231 | 100,000 |
| La Jolla conversion of convertible note 14 December 2010 at \$0.0203 | 3,694,581 | 75,000 |
| La Jolla conversion of convertible note 5 January 2011 at \$0.0203 | 7,389,163 | 150,000 |
| La Jolla conversion of convertible note at 24 January 2011 at \$0.0228 | 4,385,965 | 100,000 |
| Conversion of SRE loan 24 January 2011 at \$0.034 | 75,877,529 | 2,579,836 |
| La Jolla conversion of convertible note 4 February 2011 at \$0.0231 | 9,740,260 | 225,000 |
| La Jolla conversion of convertible note 9 March 2011 at \$0.0177 | 6,779,661 | 120,000 |
| La Jolla conversion of convertible note 31 March 2011 at \$0.0149 | 5,033,557 | 75,000 |
| La Jolla conversion of convertible note 20 April 2011 at \$0.0148 | 6,756,757 | 100,000 |
| La Jolla conversion of convertible note 31 May 2011 at \$0.0118 | 4,237,288 | 50,000 |
| La Jolla conversion of convertible note 14 June 2011 at \$0.0094 | 5,319,149 | 50,000 |
| Share issue costs | - | (49,036) |
| Balance 30 June 2011 | 302,776,992 | 89,327,728 |
| La Jolla conversion of convertible note 8 July 2011 at \$0.008 | 2,500,000 | 20,000 |
| La Jolla conversion of convertible note 8 July 2011 at \$0.0079 | 6,329,114 | 50,000 |
| La Jolla conversion of convertible note 28 July 2011 at \$0.0079 | 12,658,228 | 100,000 |
| La Jolla conversion of convertible note 31 August 2011 at \$0.0072 | 6,944,444 | 50,000 |
| La Jolla conversion of convertible note 15 September 2011 at \$0.0072 | 4,166,667 | 30,000 |
| La Jolla conversion of convertible note 26 September 2011 at \$0.0061 | 4,918,033 | 30,000 |
| La Jolla conversion of convertible note 10 October 2011 at \$0.0042 | 11,904,762 | 50,000 |
| La Jolla conversion of convertible note 19 October 2011 at \$0.004 | 5,000,000 | 20,000 |
| La Jolla conversion of convertible note 27 October 2011 at \$0.0037 | 10,810,811 | 40,000 |
| La Jolla conversion of convertible note 8 November 2011 at \$0.0033 | 12,121,212 | 40,000 |
La Jolla conversion of convertible note 2 December 2011 at \$0.0032 12,500,000 40,000 Share issue costs - (21,000)
Balance 30 June 2012 392,630,263 89,776,728
NOTES TO THE FINANCIAL STATEMENTS
Ordinary shares entitle the holder to participate in dividends in proportion to the number of and amounts paid on the shares held. On a show of hands, every holder of ordinary shares present at a meeting in person or by proxy is entitled to one vote, and upon a poll each share is entitled to one vote.
Effective 1 July 1998, the Corporations legislation in place abolished the concepts of authorised capital and par value shares. Accordingly the Company does not have authorised capital nor par value in respect of its issued shares.
CONSOLIDATED
(d) Movements in share options (listed and unlisted)
| 22/03/2010 | |||||
|---|---|---|---|---|---|
| Options | Options | Options | Weighted | Expiry date | |
| Pre-Consolidation | Consolidated 1 for 10 |
Balance | average exercise price \$ |
||
| Balance at 30 June 2010 | 54,500,000 | (49,050,000) | 5,200,000 | 0.577 | |
| Options lapsed/cancelled | (650,000) | 0.975 | |||
| Balance at 30 June 2011 | 4,550,000 | 0.520 | |||
| Options lapsed/cancelled | (4,550,000) | (0.520) | |||
| Balance at 30 June 2012 | - | - |
The weighted average remaining contractual life for the share options outstanding as at 30 June 2012 is nil years (2011: 0.60 years).
Capital Risk Management
When managing capital, management's objective is to safeguard the entity's ability to continue as a going concern as well as to maintain optimum returns to shareholders and benefits to other stakeholders. Management also aims to maintain a capital structure that ensures the lowest cost of capital available to the entity.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
Management has no current plans to reduce the capital structure through a share buy-back. The Group is not subject to any externally imposed capital restrictions.
NOTES TO THE FINANCIAL STATEMENTS
| CONSOLIDATED | |||
|---|---|---|---|
| 2012 | 2011 | ||
| \$ | \$ | ||
| 17. | RESERVES | ||
| a) Share option reserve | |||
| Opening balance | 1,650,547 | 1,650,547 | |
| Share based payments charge incurred in current year | - | - | |
| Transfer to issued capital on exercise of options | - | - | |
| Closing balance | 1,650,547 | 1,650,547 | |
| b) Compound financial instrument reserve | |||
| Opening balance | 77,881 | 77,881 | |
| Movement during the year | - | - | |
| Closing balance | 77,881 | 77,881 | |
| c) Foreign currency translation reserve | |||
| Opening balance | - | 594,226 | |
| Movement during the year | - | (594,226) | |
| Closing balance | - | - | |
| 1,728,428 | 1,728,428 |
Nature and purpose of reserves
- a) The option and share-based payment reserve represents the value of equity benefits provided to directors, employees as part of their remuneration and the value of services provided to the Group paid for by the issue of equity.
- b) The compound financial instrument reserve arose on the grant of options to Macquarie Bank Limited ("MBL") as approved by shareholders at the General Meeting held on 8 April 2005 being issued as a compound of the convertible re-financing facility provided by the bank. These options lapsed unexercised on 28 February 2008.
- c) The foreign currency translation reserve is for exchange differences that result from the translation of the net assets of the Group's foreign operations from their functional currency to the Group's presentation currency (i.e., AUD). These are recognised directly in other comprehensive income and accumulated in the foreign currency translation reserve.
18. REMUNERATION OF AUDITORS
| Amounts paid or due and payable to the auditors for: | ||
|---|---|---|
| Auditing or reviewing the financial reports. | 35,000 | 105,500 |
An amount of \$10,175 for non-audit services is paid or payable to the auditors during the year ended 30 June 2012 being for the provision of an Independent Expert's Report.
NOTES TO THE FINANCIAL STATEMENTS
19. RELATED PARTY DISCLOSURES
(a) Details of key management personnel
Executive Directors B Morrin
Non-executive directors
| Martin Depisch | (Appointed as Non-executive Director 29 November 2011) |
|---|---|
| Damian Delaney | (Appointed as Non-executive Director 24 July 2012) |
| Thomas Styblo | (Appointed as Non-executive Director 11 April 2012) |
| Michael Fotios | (Appointed as Non-executive Director 17 September 2012) |
| Peter Farris | (Appointed as Non-executive Director 17 September 2012) |
| Gerhard Kornfeld | (Appointed as Non-executive Director 17 September 2012) |
| Lucanus Polagnoli | (Appointed as Non-executive Director 14 December 2011, resigned 24 July 2012) |
| Bruce Morrin | (Appointed as Non-executive Director 16 July 2009, resigned 29 November 2011) |
| Keith Vuleta | (Appointed as Non-executive Director 9 October 2009, resigned 18 November 2011) |
| Allan Brown | (Appointed as Non-executive Director 4 December 2009, resigned 22 November 2011) |
| Nigel Goodall | (Appointed as Non-executive Director 17 December 2010, appointed Chairman, since 22 March |
| 2011, resigned 2 September 2011) |
(b) Compensation of key management personnel
| Remuneration by category | CONSOLIDATED | ||
|---|---|---|---|
| 2012 | 2011 | ||
| \$ | \$ | ||
| Key management personnel | |||
| Short-term employee benefits | 208,080 | 303,617 | |
| Post-employment employee benefits | 15,752 | 77,606 | |
| Termination benefits | - | - | |
| 223,832 | 381,223 |
(c) Option holdings of key management personnel
| 30 June 2012 | Balance at 1 July 2011 or at date of appointment |
Granted as remuneration |
Options exercised |
Options lapsed |
Balance at the 30 June 2012 |
Balance vested at 30 June 2012 |
|---|---|---|---|---|---|---|
| Directors | ||||||
| M Depisch | - | - | - | - | - | - |
| D Delaney | - | - | - | - | - | - |
| T Styblo | - | - | - | - | - | - |
| L Polagnoli | - | - | - | - | - | - |
| N Goodall | - | - | - | - | - | - |
| K Vuleta | 500,000 | - | - | (500,000) | - | - |
| A Brown | - | - | - | - | - | - |
| B Morrin | 500,000 | - | - | (500,000) | - | - |
During the year ended 30 June 2012 there were no individuals (other than the Directors) who were responsible for the strategic direction and management of the consolidated entity, hence no executives are named above in respect of this year.
NOTES TO THE FINANCIAL STATEMENTS
RELATED PARTY DISCLOSURES (continued)
| Balance at 1 July 2010 or at date of appointment |
Granted as remuneration |
Options exercised |
Options lapsed |
Balance at the 30 June 2011 |
Balance vested at 30 June 2011 |
|
|---|---|---|---|---|---|---|
| Directors | ||||||
| B Morrin | 1,000,000 | - | - | (500,000) | 500,000 | 500,000 |
| N Goodall | - | - | - | - | - | - |
| K Vuleta | 500,000 | - | - | - | 500,000 | 500,000 |
| A Brown | - | - | - | - | - | - |
| I Price | - | - | - | - | - | - |
| M Adams | - | - | - | - | - | - |
| R Lurf | - | - | - | - | - | - |
Option holdings for the following directors are from their respective dates of appointment:
N Goodall (appointed 17 December 2010)
M Adams (appointed 23 July 2010)
R Lurf (appointed 17 December 2010)
Option holdings for the following directors are to their respective dates of resignation: I Price (resigned 25 February 2011) M Adams (resigned 13 September 2010) R Lurf ( resigned 4 February 2011)
During the year ended 30 June 2011 there were no individuals (other than the directors) who were responsible for the strategic direction and management of the consolidated entity, hence no executives are named above in respect of this year.
(d) Share holdings of key management personnel
Ordinary Shares in Redbank Copper Limited (number)
| 30 June 2012 | Balance at 1 July 2011 |
On the exercise of options |
Net change other or at date of resignation |
Share Consolidation |
Balance at 30 June 2012 |
|---|---|---|---|---|---|
| Directors | |||||
| M Depisch | - | - | - | - | - |
| D Delaney | - | - | - | - | - |
| T Styblo | - | - | - | - | - |
| L Polagnoli | - | - | - | - | - |
| B Morrin | 292,593 | - | (292,593) | - | - |
| N Goodall | 1,500,000 | - | (1,500,000) | - | - |
| K Vuleta | 90,001 | - | (90,001) | - | - |
| A Brown | - | - | - | - | - |
Share holdings for the following directors are to their respective dates of resignation:
L Polagnoli (resigned 24 July 2012)
B Morrin (resigned 29 November 2011)
N Goodall ( resigned 31 August 2011)
K Vuleta ( resigned 18 November 2011)
A Brown ( resigned 22 November 2011)
| Balance at | On the exercise of |
Net change | Share Consolidation |
Balance at 30 June 2011 |
|---|---|---|---|---|
| 292,593 | ||||
| 1,500,000 | ||||
| 90,001 | ||||
| - | - | - | - | - |
| - | - | - | - | - |
| - | ||||
| - | - | - | - | - |
| 1 July 2010 292,593 1,500,000 90,001 - |
options - - - - |
other - - - - |
- - - - |
NOTES TO THE FINANCIAL STATEMENTS
RELATED PARTY DISCLOSURES (continued)
Share holdings for the following Directors are from their respective dates of appointment: N Goodall (appointed 17 December 2010) M Adams (appointed 23 July 2010) R Lurf (appointed 17 December 2010)
Share holdings for the following Directors are to their respective dates of resignation: I Price (resigned 25 February 2011) M Adams (resigned 13 September 2010) R Lurf (resigned 4 February 2011)
Except for equity issued as part of remuneration, all equity transactions with key management personnel have been entered into under terms and conditions no more favourable than those the consolidated entity would have adopted if dealing at arm's length.
Loans to key management personnel
There were no loans to key management personnel during the financial year (2011: \$0).
Other transactions with Directors
Transactions during the year between the consolidated entity and Directors or their director-related entities are set out in Note 19(f).
(f) Transactions with related parties
Other than that disclosed in these financial statements, there were no other transactions with related parties.
(g) Transactions with related parties in the wholly owned group
During the financial year, unsecured loan advances were made between the parent entity and its controlled entities. All such loans were interest free. Intra-entity loan balances have been eliminated in the financial report of the consolidated entity.
(h) Other Transactions with a Director Related entity and Significant Shareholder
As at 30 June 2012, the Company has a loan payable to, and outstanding from, a common director related entity and significant shareholder, namely Stirling Resources Limited. The loan payable to Stirling Resources, totalling \$1,699,000 is disclosed in Note 14 (ii) and the loan owing from Stirling Resources totalling \$690,000 is disclosed in Note 7(i).
20. INVESTMENTS IN CONTROLLED ENTITIES
| Country of | Class | Equity holding | ||
|---|---|---|---|---|
| Name of entity | incorporation | of shares | 2012 | 2011 |
| % | % | |||
| Redbank Operations Pty Ltd | Australia (ii) | Ordinary | 100 | 100 |
| Volley Oil Pty Ltd | Australia (ii) (iii) | Ordinary | 100 | 100 |
| Tennscourt Oil Pty Ltd | Australia (i) (ii) | Ordinary | - | 100 |
| Leeturn (No 164) Pty Ltd | Australia (i) (ii) | Ordinary | - | 100 |
| Nationwide Pacific Pty Limited | Australia (i) (ii) | Ordinary | - | 100 |
| Audesso Limited | Australia (i) (ii) | Ordinary | - | 100 |
| Audesso Mining (Fiji) Ltd | Fiji (v) | Ordinary | 100 | 100 |
| Pacific Islands Gold (Fiji) Ltd | Fiji (iv) | Ordinary | - | 100 |
| Pacific Islands Gold de Mexico de SACV | Mexico (i) | Ordinary | - | 100 |
| ICE Interactive Pty Ltd | Australia (i) (ii) | Ordinary | - | 100 |
| eMAX Entertainment Pty Ltd | Australia (i) | Ordinary | - | 100 |
The issued shares of these entities are held in trust for the Company and the Company is the sole beneficial owner of these entities.
i) Deregistered on 17 July 2011.
ii) These entities are members of the tax consolidated group of which Redbank Copper is the head entity.
iii) Dormant Company
iv) Deregistered on 3 September 2011
v) In liquidation
NOTES TO THE FINANCIAL STATEMENTS
21. SEGMENT INFORMATION
The Group has adopted AASB 8 Operating Segments with effect from 1 July 2009. AASB 8 requires a "management approach" under which operating segment information is presented on the basis as that used for internal reporting purposes and are reviewed by the Board (chief operating decision maker) in order to allocate resources to the segment and to assess its performance.
The predecessor standard (AASB114 Segment Reporting) required segment information to be reported on a geographical and business basis. Even though ultimately all of the assets of the Company are deployed for these purposes, segments have now been identified for those specifically allocated to the ongoing care and maintenance and mine development work, exploration activities and the remainder allocated to corporate.
The Group operates in one geographical segment – Australia. Although there are controlled entities within the Group with operations outside Australia, these are no longer operating and are in the process of deregistration or liquidation where relevant.
| SEGMENTS | Copper Development |
Exploration | Corporate | Consolidated |
|---|---|---|---|---|
| Year ended 30 June 2012 | \$ | \$ | \$ | \$ |
| Segment revenue | - | - | 771,917 | 771,917 |
| Segment result Unallocated expenses |
(3,742,177) - |
(6,603,627) - |
(2,095,678) - |
(12,441,482) - |
| Profit (loss) for the year | (3,742,177) | (6,603,627) | (2,095,678) | (12,441,482) |
| Segment Assets | 392,875 | 4,099,032 | 1,856,515 | 6,348,422 |
| Segment Liabilities | (611,785) | - | (5,618,920) | (6,230,705) |
| Included within segment loss: | ||||
| Depreciation and amortisation | (251,308) | - | (52,456) | (303,764) |
| Interest expense | - | - | (196,364) | (196,364) |
| Interest revenue | - | - | 38,494 | 38,494 |
| Net loss on financial assets fair valued | ||||
| through P&L | - | - | (266,668) | (266,668) |
| Additions to non-current assets | - | - | - | - |
| SEGMENTS | Copper Development |
Exploration | Corporate | Consolidated |
| Year ended 30 June 2011 | \$ | \$ | \$ | \$ |
| Segment revenue | - | - | 61,225 | 61,225 |
| Segment result | (792,701) | - | 106,729 | (685,972) |
| Unallocated expenses | - | - | - | - |
| Profit (loss) for the year | (792,701) | - | 106,729 | (685,972) |
| Segment Assets | 2,432,631 | 9,491,925 | 3,568,887 | 15,493,443 |
| Segment Liabilities | (541,510) | (254,330) | (2,587,404) | (3,383,244) |
| Included within segment loss: | ||||
| Depreciation and amortisation | (128,977) | - | 1,393 | (127,584) |
| Interest expense | (19,235) | - | (98,198) | (117,433) |
| Interest revenue | - | - | 28,250 | 28,250 |
| Net gain on financial assets fair valued | ||||
| through P&L | - | - | 66,668 | 66,668 |
| Gain from reversal of liabilities / assets | - | - | 2,102,280 | 2,102,280 |
| Additions to non-current assets | 40,000 | 64,310 | 4,671 | 108,981 |
NOTES TO THE FINANCIAL STATEMENTS
| Consolidated | ||||
|---|---|---|---|---|
| 2012 | 2011 | |||
| \$ | \$ | |||
| 22. LOSS PER SHARE | ||||
| Basic loss per share (cents per share) | (3.47) | (0.1) | ||
| Dilutive loss per share (cents per share) | (3.47) | (0.1) | ||
| The following reflects the earnings and average number of ordinary shares and potential ordinary shares used in the calculation of basic and diluted earnings per share: |
||||
| Loss used in calculating basic and diluted loss per share | (12,441,482) | (91,746) |
| Weighted average number of ordinary shares | ||
|---|---|---|
| used in the calculation of basic loss per share | 358,771,501 | 88,289,958 |
Effect of dilutive securities:
There is no impact of dilutive shares as the consolidated entity made a loss for the year, hence any dilution would reduce the loss per share. Diluted earnings per share is therefore the same as basic loss per share.
23. CONTINGENT LIABILITIES
There are no material contingent liabilities of the Group at the reporting date.
24. SUBSEQUENT EVENTS
The significant events which have occurred subsequent to the end of the year other than have been disclosed in the financial report are:
On 19 July 2012, Redbank advised that it had signed an Amendment Deed in relation to the Restructure Deed, pursuant to which, the end date for the satisfaction or waiver by Investmet of the conditions precedent, as set out in the announcements on 22 May 2012 and then 7 August 2012, has been extended from 30 June 2012 to 31 October 2012.
Further, in the event all conditions precedent have been satisfied by 31 October 2012 save for the requirement to obtain shareholder and regulatory approvals, pursuant to the Amendment Deed, the parties agreed to extend the due date for satisfaction of these conditions from 31 August 2012 to 31 December 2012.
On 3 August 2012, Redbank advised that it had signed a Loan Agreement with Investmet Limited to provide up to \$1.5 million in funding for the Company's working capital requirements.
There are no other significant events which have occurred subsequent to the end of the year other than have been disclosed in the financial report.
NOTES TO THE FINANCIAL STATEMENTS
25. FINANCIAL INSTRUMENTS
Financial risk management objectives and policies
The Group's principal financial instruments comprise cash, receivables, payables and loans.
The Group manages its exposure to key financial risks in accordance with the group's financial management policy. The objective of the policy is to support the delivery of the Group's financial targets whilst protecting future financial security.
The main risks arising from the Group's financial instruments are interest rate risk and credit risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below.
Primary responsibility for identification and control of financial risks is borne between the board members and executive management.
Risk exposures and responses
(a)Interest rate risk
The Group's exposure to market risk for change in interest rates relates primarily to their interest bearing liabilities. The level of debt is disclosed in Note 14.
The Group has negotiated unsecured loan facilities with Stirling Resources Limited, which is interest free. Therefore, there is no interest rate exposure for this unsecured loan facility.
The Group continually monitors interest rate exposure and should interest rates rise significantly, given the cash reserves and future cash flows of the Group, It has an ability to repay the interest bearing facilities.
The following sensitivity analysis is based on the interest rate exposures in existence at the balance sheet date.
At 30 June 2012, if interest rates had moved, as illustrated in the table below, with all other variables held constant, post tax profit and equity would have been affected as follows:
| Post tax profit higher / (lower) |
|||
|---|---|---|---|
| Judgements of reasonably possible movements | 2012 | 2011 | |
| Consolidated | |||
| + 1% (100 basis points) | (915) | (6,984) | |
| - 1% (100 basis points) | 915 | 6,984 |
The movements in profit are due to higher/lower interest costs from variable rate debt and cash balances for the year.
(b) Credit risk
Credit risk arises from the financial assets of the Group, which comprise cash and cash equivalents, trade and other receivables. The Group's exposure to credit risk arises from potential default of the counter party, with a maximum exposure equal to the carrying amount of the instruments. Exposure at balance date is addressed in each applicable note.
The Company aims to minimise concentration of credit risk in relation to trade receivable by undertaking transactions with government corporations and in relation to loans to other parties by regular weekly monitoring of accounts by the group accountant and Managing Director.
Credit risk in trade receivables is managed in the following ways:
- payment terms are 30 days for receivables other than loans.
- a regular risk review takes place on all receivables and loan balances
- a thorough continuing assessment process with all loan receivables
NOTES TO THE FINANCIAL STATEMENTS
25. FINANCIAL INSTRUMENTS (continued)
(c) Liquidity risk
The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of loans and other available credit lines.
The Group manages liquidity risk by monitoring forecast cash flows.
The table below reflects all contractually fixed pay-offs and receivables for settlement, repayments and interest resulting from recognised financial assets and liabilities as of 30 June 2012. Cash flows for financial assets and liabilities without fixed amount or timing are based on the conditions existing at 30 June 2012.
Maturity analysis of financial assets and liabilities based on management's expectations.
Trade payables and other financial liabilities mainly originate from the financing of assets used in our ongoing operations. These assets are considered in the Group's overall liquidity risk. To monitor existing financial assets and liabilities as well as to enable an effective controlling of future risks, the Company has established comprehensive risk reporting covering its business that reflects expectations of management of expected settlement of financial assets and liabilities.
30 June 2012
| Consolidated | Weighted average effective interest rate |
< 6 months |
6 - 12 months |
1 - 5 years |
>5 years |
Total |
|---|---|---|---|---|---|---|
| % | \$ | \$ | \$ | \$ | \$ | |
| Financial assets | ||||||
| Cash and cash equivalents | 175,777 | - | - | - | 175,777 | |
| Trade and other receivables | 1,103,954 | - | - | - | 1,103,954 | |
| Other financial assets | - | - | - | - | - | |
| 1,279,731 | - | - | - | 1,279,731 | ||
| Financial liabilities | ||||||
| Trade and other payables | 648,530 | - | - | - | 648,530 | |
| Interest bearing loans and borrowings | 7.11 | 4,950,525 | - | - | - | 4,950,525 |
| Non-interest bearing loans and borrowings | - | - | - | - | - | |
| 5,599,055 | - | - | - | 5,599,055 | ||
| Net Maturity | (4,319,324) | - | - | - | (4,319,324) | |
| 30 June 2011 | ||||||
| Consolidated | Weighted average effective interest rate |
< 6 months |
6 - 12 months |
1 - 5 years |
>5 years |
Total |
| % | \$ | \$ | \$ | \$ | \$ | |
| Financial assets | ||||||
| Cash and cash equivalents | 7,152 | - | - | - | 7,152 | |
| Trade and other receivables Other financial assets |
5.50 | - - |
- 266,668 |
366,252 - |
- - |
366,252 266,668 |
| 7,152 | 266,668 | 366,252 | - | 640,072 | ||
| Financial liabilities Trade and other payables |
726,559 | - | - | - | 726,559 | |
| Interest bearing loans and borrowings | 5.65 | - | 576,107 | 129,446 | - | 705,553 |
| Non-interest bearing loans and borrowings | - | 1,210,000 | - | - | 1,210,000 | |
| 726,559 | 1,786,107 | 129,446 | - | 2,642,112 | ||
| Net Maturity | (719,407) | (1,519,439) | 236,806 | - | (2,002,040) |
NOTES TO THE FINANCIAL STATEMENTS
25. FINANCIAL INSTRUMENTS (continued)
(d) Price risk
The Group's exposure to commodity risk is minimal, however commodity risk will be a factor when copper mining operations recommence.
Equity securities price risk arises from investments in equity securities. The Group has no exposure to equity securities.
(e) Foreign exchange risk
Foreign exchange risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.
Foreign exchange risk arises when future commercial transactions and recognised financial assets and financial liabilities are denominated in a currency that is not the Group entity's functional currency.
The objective of the Group's foreign exchange risk management policy is to ensure its financial viability despite potential periods of unfavourable exchange rates. Regular sensitivity analysis is conducted to evaluate the potential impact of unfavourable exchange rates on the Group's future financial position. The results of this evaluation are used to determine the most appropriate risk mitigation tool to be used.
The Group has minor non-core operations in Fiji and is exposed to foreign exchange risk arising from currency exposures to Fiji dollars. The Group does not manage this risk. These non-core controlled entities are in the process of being liquidated or deregistered and as such the liability will be dealt with accordingly from any surplus Audesso Mining (Fiji) Ltd assets. As there is no expectation of any surplus assets resulting from the liquidation, the liability has been written down to zero.
No foreign currency hedging transactions were entered into during the financial year or prior financial year. The Group's exposure to foreign exchange risk at 30 June 2012 was a follows:
Group & parent
| 30 June 2012 | 30 June 2011 | 30 June 2012 | 30 June 2011 | |
|---|---|---|---|---|
| FJD \$ | FJD \$ | USD \$ | USD \$ | |
| AUD \$ | AUD \$ | AUD \$ | AUD \$ | |
| Cash & cash equivalents | ||||
| Loans & receivables | - | - | - | - |
| Trade & other payables | - | - | - | - |
(f) Fair value estimation
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes.
The fair value of financial instruments traded in active markets (such as trading securities) is based on quoted market prices at the reporting date. The quoted market price used for financial assets held by the Group is the current bid price.
The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values due to their short term nature.
| CONSOLIDATED | |||
|---|---|---|---|
| 2012 | 2011 | ||
| 26. | CASH FLOW STATEMENT | \$ | \$ |
| a) | Reconciliation of cash | ||
| Cash balances comprise: | |||
| Cash at bank | 174,509 | 9,312 | |
| Cash on hand | 1,268 | 927 | |
| Bank overdraft | - | (3,087) | |
| 175,777 | 7,152 | ||
For the purpose of the cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.
NOTES TO THE FINANCIAL STATEMENTS
b) Reconciliation of net cash outflow from operating activities to loss
| after income tax | ||
|---|---|---|
| Loss after income tax | (12,441,482) | (91,746) |
| Depreciation and amortisation | 303,764 | 127,584 |
| Fair value adjustment of financial assets | 266,668 | (66,667) |
| Loss on deconsolidation | 69,713 | - |
| Net gain from write back/off liabilities/assets | - | (2,102,280) |
| Development expenditure written off | 3,742,197 | - |
| Exploration expenditure written off | 6,603,627 | - |
| Exploration expenditure classified as investing | 697,224 | - |
| Changes in operating assets and liabilities: | ||
| Decrease / (increase) in receivables | (95,636) | 51,761 |
| Decrease / (increase) in prepayments | 78,270 | 19,441 |
| Decrease / (increase) in inventories | 111,612 | - |
| Increase/ (decrease) in payables | (207,393) | (160,225) |
| Increase/ (decrease) in employee entitlements | - | (15,798) |
| Net cash outflow from operating activities | (871,436) | (2,237,930) |
| c) Financing facilities available |
||
| At reporting date, the following financing facilities were available: | ||
| Bank overdraft facility (unsecured) | ||
| Total facility | 50,000 | 50,000 |
| Used at reporting date | - | (3,087) |
| Facility unused at reporting date | 50,000 | 46,913 |
Non-cash transactions
During the 2012 financial year the Group entered into the following non-cash financing and investing transactions which are not reflected in the statement of cash flows:
• La Jolla Cove Investors made partial conversions under its convertible note facility. In accordance with the terms of the convertible note, 89,853,271 ordinary fully paid shares for a value of AUD 470,000 were issued to La Jolla Cove Investors.
NOTES TO THE FINANCIAL STATEMENTS
| CONSOLIDATED | ||||||
|---|---|---|---|---|---|---|
| 2012 \$ |
2011 \$ |
|||||
| 27. | EXPENDITURE COMMITMENTS | |||||
| (a) | Operating leases (non-cancellable) Minimum lease payments - not later than one year - later than one year but not later than five years - greater than five years |
- - - - |
- - - - |
|||
| (b) | Finance leases | 2012 | 2011 | |||
| Minimum lease payments |
Present value of lease payments |
Minimum lease payments |
Present value of lease payments |
|||
| Consolidated entity and parent entity | \$ | \$ | \$ | \$ | ||
| Within one year | 68,902 | 64,535 | 65,921 | 56,034 | ||
| After one year but not more than five years Greater than five years |
8,972 - |
8,876 - |
77,874 - |
73,412 - |
||
| Total minimum lease payments | 77,874 | 73,411 | 143,795 | 129,446 | ||
| Less amounts representing future finance charges | (4,463) | - | (14,349) | - | ||
| Present value of minimum lease payments | 73,411 | 73,411 | 129,446 | 129,446 |
Finance leases consist of leased plant and equipment with terms of between 1 and 5 years.
(c) Tenement expenditure proposed
Estimated lease rentals and exploration expenditure required to meet minimum expenditure requirements of the various Mines Departments in Australia to maintain current rights of tenure to mining and exploration tenements.
| CONSOLIDATED | |||
|---|---|---|---|
| 2012 | 2011 | ||
| \$ | \$ | ||
| Minimum lease payments | |||
| - not later than one year | 1,866,500 | 1,800,000 | |
| - later than one year but not later than five years | 1,905,897 | - | |
| - greater than five years | - | - | |
| 3,772,397 | 1,800,000 |
NOTES TO THE FINANCIAL STATEMENTS
28. SHARE BASED PAYMENTS
There were no share based payments during the period.
Employee Share Option Plan.
The establishment of the Redbank Copper Limited Employee Share Option Plan was approved by shareholders at the Redbank Copper Limited general meeting of shareholders on 10 July 2009. This plan is designed to provide long term incentives to senior management and employees to deliver long term shareholder returns.
Any option issues are made in accordance with thresholds set in plans approved by shareholders, the share option plan and share purchase plan. Options are granted under the plan for no consideration and carry no dividend or voting rights.
The following share based payment arrangements were in existence during the current reporting year:
| Options series | Number (i) |
Grant date |
Expiry date | Vesting date |
Exercise price |
Fair value at grant date |
|---|---|---|---|---|---|---|
| \$ | \$ | |||||
| (1) Issued 22 February 2008 | 400,000 | 22/02/08 | 30/01/11 | 22/02/08 | 0.96 | 0.364 |
| (5) Issued 14 October 2009 | 250,000 | 14/10/09 | 30/06/11 | 14/10/09 | 1.00 | 0.003 |
| (6) Issued 14 October 2009 | 250,000 | 14/10/09 | 30/06/12 | 14/10/09 | 1.50 | 0.004 |
| (7) Issued 5 August 2009 | 2,750,000 | 5/08/09 | 30/12/11 | 5/08/09 | 0.50 | 0.045 |
| (8) Issued 5 August 2009 | 400,000 | 5/08/09 | 30/06/12 | 5/08/09 | 0.10 | 0.130 |
| (9) Issued 23 October 2009 | 400,000 | 23/10/09 | 31/12/11 | 23/10/09 | 0.50 | 0.028 |
| (10) Issued 23 October 2009 | 250,000 | 23/10/09 | 30/06/12 | 23/10/09 | 0.50 | 0.039 |
| (11) Issued 22 February 2010 | 500,000 | 22/02/10 | 31/12/11 | 22/02/10 | 0.50 | 0.002 |
Fair value of share options granted in the year
There were no share options granted during the financial year (2011: no options were granted).
NOTES TO THE FINANCIAL STATEMENTS
Movements in share options during the year
The following reconciles the share options outstanding at the beginning and end of the year:
| 2012 | 2011 | |||
|---|---|---|---|---|
| Number of options (i) |
Weighted average exercise price |
Number of options (i) |
Weighted average exercise price |
|
| \$ | \$ | |||
| Balance at beginning of year | 4,550,000 | \$0.520 | 5,200,000 | \$0.577 |
| Granted during the year (i) | - | - | ||
| Forfeited during the year | - | - | ||
| Exercised during the year | - | - | ||
| Expired during the year | (4,550,000) | (\$0.520) | (650,000) | \$0.975 |
| Balance at end of year | - | 4,550,000 | \$0.520 | |
| Exercisable at end of year | - | 4,550,000 | \$0.520 |
Share options exercised during the year
2012
There were no employee options exercised during the 2012 year.
2011
There were no employee options exercised during the 2011 year.
NOTES TO THE FINANCIAL STATEMENTS
29. PARENT ENTITY INFORMATION
(a) Financial Position
| 2012 | 2011 | |
|---|---|---|
| \$ | \$ | |
| Assets | ||
| Current assets | 258,500 | 81,895 |
| Non-current assets | 3,786,556 | 3,135,611 |
| Total assets | 4,045,056 | 3,217,506 |
| Liabilities | ||
| Current liabilities | 5,696,201 | 2,601,490 |
| Non -current liabilities | - | - |
| Total liabilities | 5,696,201 | 2,601,490 |
| Net Assets | 1,651,145 | 616,016 |
| Equity | ||
| Issued capital | 89,776,728 | 89,327,728 |
| Retained earnings | (93,156,301) | (90,440,140) |
| Reserves | ||
| Compound financial instrument reserve | 77,881 | 77,881 |
| Share option reserve | 1,650,547 | 1,650,547 |
| Total equity | (1,651,145) | 616,016 |
| (b) Financial performance |
||
| Profit/(Loss) for the year | (2,716,161) | (4,331,438) |
| Other comprehensive income | - | - |
| Total loss for the year | (2,716,161) | (4,331,438) |
| (c) Guarantees entered into by the parent entity in relation to the debts of its subsidiaries |
||
| - | - | |
| (d) Contingent liabilities of the parent entity |
||
| - | - | |
| (e) Commitments for the acquisition of property, plant and equipment by the parent entity |
- -
DECLARATION BY DIRECTORS
In the opinion of the Directors:
-
- the financial statements and notes are in accordance with the Corporations Act 2001, including:
- (a) complying with Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
- (b) giving a true and fair view of the Company's and Group's financial position as at 30 June 2012 and of their performance for the financial year ended on that date; and
-
- at the date of this declaration and as set out in Note 2, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and
-
- the Directors' opinion, the financial statements and notes thereto are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board.
The Directors have been given the declaration by the Chief Executive Officer and Chief Financial Officer (or equivalent) required by section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the Directors.
Martin Depisch Non-Executive Chairman
Perth, Western Australia 27th September 2012


CORPORATE GOVERNANCE STATEMENT
The Board has adopted the spirit and intent of the ASX Corporate Governance Council's "Corporate Governance Principles and Recommendations with 2010 Amendments" (ASX Principles). The Council has recognised that these principles and recommendations do not contain a "one size fits all" solution and the Company has adopted what it considers good corporate governance relevant to its circumstances. A table has been included at the end of this statement detailing the Company's compliance with the best practice recommendations.
A description of the Company's main corporate governance practices is set out below. These practices, unless otherwise stated, were in place for the entire financial year. Copies of relevant corporate governance policies are available in the corporate governance section of the Company's web-site at www.redbankcopper.com.au
Board of Directors
The Board is responsible for guiding and monitoring the Company on behalf of shareholders by whom they are elected and to whom they are accountable. The Board's primary responsibility is to oversee the Company's business activities and management for the benefit of shareholders. Day to day management of the Company's affairs and the implementation of corporate strategies and policy initiatives are formally delegated by the Board to the Executive Directors and/or senior executives, as set out in the Company's Board charter.
Board composition
The Board charter states that:
- the Board is to comprise an appropriate mix of both Executive and Non-executive Directors.
- the roles of Chairman and Executive Director are not combined.
- the Chairman is elected by the full Board and is required to meet regularly with the Executive Director.
Board members should possess complementary business disciplines and experience aligned with the Company's objectives, with a number of Directors being independent and where appropriate, major shareholders and executives being represented on the Board. Consequently, at various times there may not be a majority of Directors classified as being independent, according to ASX guidelines.
Directors' independence
Having regard to the share ownership structure of the Company, it is considered appropriate by the Board that a major shareholder may be represented on the Board. To this end, Mr Martin Depisch, Dr Gerhard Kornfeld and Mr Thomas Styblo are nominee directors of DCM DECOmetal GmbH, while Mr Damian Delaney, Mr Michael Fotios and Mr Peter Farris are nominee directors of Investmet Limited, which has signed the Restructure Deed for the proposed restructure and recapitalisation of the Company. Such appointments are not considered to be independent under ASX guidelines, however the Company considers this satisfactory in the Company's current position, pending restructure and recapitalisation. The Chairman is expected to bring independent thought and judgement to his role in all circumstances. Where matters arise in which there is a perceived conflict of interest, the Chairman must declare his interest and abstain from any consideration or voting on the relevant matter.
The Board has adopted the ASX Principles in relation to the assessment of Directors' independence. Financial materiality thresholds used in the assessment of independence are set at 10% of the annual gross expenditure of the Company and/or 25% of the annual income or business turnover of the Director.
Board performance review
The Board has adopted a formal process for an annual self-assessment of its collective performance and the performance of individual Directors. The Board is required to meet annually with the purpose of reviewing the role of the Board, assessing its performance over the previous 12 months and examining ways in which the Board can better perform its duties. Due to wholesale changes in the composition of the Board during the period, no formal assessment was undertaken during the year ended 30 June 2012. It is anticipated this review will take place following completion of the restructure and recapitalisation process.
Trading in Company securities by directors, officers and employees
Trading of securities is covered by, amongst other things, the Corporations Act and the ASX Listing Rules. The Board has established a Securities Trading Policy that establishes strict guidelines as to when a Director, officer or an
employee can deal in Company securities. The policy prohibits trading in the Company's securities whilst the Director, officer or employee is in the possession of price sensitive information or the Company is in a closed period, as defined.
The Company prohibits Directors and employees from entering into transactions in associated products which limit the economic risk of participating in unvested entitlements under any equity-based remuneration schemes.
For details of shares held by Directors please refer to the Directors' Report in these Financial Statements. The Company's Securities Trading Policy can be found on the Company's website.
Independent advice
A Director is free to seek independent professional advice at the Company's expense concerning any aspect of his duties about which he feels obliged. There have been no instances of this recently.
General risk management
The Company conducts a regular annual review of its insurance requirements, coupled with implementation of insurance from time to time to cover specific projects or specific locations.
Shareholder communication
The Board aims to ensure that shareholders and investors have equal access to the Company's information. The Company has policies and procedures designed to ensure compliance with ASX Listing Rules. This disclosure policy includes identification and recognition of matters which may have a material effect on the price of the Company's shares and notifying them to ASX. The Company also has in place a strategy to disseminate information to shareholders and encourage effective participation at shareholder meetings, as well as to communicate material to regulatory authorities and the broader community.
Review of corporate governance
The Board has reviewed its current practices in light of the ASX Principles, with a view to making amendments where applicable, after taking into account the Company's size and the resources it has available. As the Company's activities develop, further consideration will be given to increasing the size of the Board and the implementation of additional governance committees.
Diversity
The Company has established a Diversity Policy having regard to the suggestions set out in the ASX Principles. Our diversity policy covers gender, age, ethnicity and cultural background. It includes a requirement that the Board establish measurable objectives for achieving gender diversity, with progress in achieving these objectives assessed annually by the Board. Due to the current nature and scale of the Company's activities, the Board has not established measurable objectives for achieving gender diversity but will review this position on a regular basis going forward. At the date of this report, the Company has no employees and cannot therefore report on the proportions of women across the organisation. There are no female Directors on the Board.
ASX Best Practice Recommendations
The table below identifies the ASX Best Practice Recommendations and whether or not the Company has complied with the recommendations during the reporting period:
| Principle | Action taken and reasons if not adopted |
|
|---|---|---|
| Principle 1: Lay solid foundation for management and oversight | Adopted | |
| 1.1 | Formalise and disclose the functions reserved to the Board and those delegated to management. |
|
| 1.2 | Disclose the process for evaluating the performance of Directors. Provide the information indicated in the Guide to reporting on |
| Principle 1. | ||
|---|---|---|
| Principle 2: Structure the Board to add value | Adopted except: | |
| 2.1 | A majority of the Board should be independent. | 2.1 The Board comprises six Directors, |
| 2.2 2.3 |
The chairperson should be an independent director. The roles of Chairperson and chief executive officer should not be exercised by the same individual. |
none of whom are considered independent. The Company intends to revisit Director independence |
|---|---|---|
| 2.4 2.5 |
The Board should establish a Nomination Committee. Disclose the process for evaluating the performance of the Board, its committees and individual Directors. |
following completion of the proposed restructure and recapitalisation, as announced on 29 March 2012. |
| 2.6 | Provide the information indicated in Guide to reporting on Principle 2. | 2.2 The current Chairman is Mr Martin Depisch, who is not considered independent. Notwithstanding that the current Chairman does not meet the requirements of ASX Principle 2, the Board considers that the current Chairman possesses an appropriate level of expertise and can make quality judgments in the best interests of the Company on all relevant issues. |
| 2.4 The Board considers that the Company is not currently of a size to justify the formation of a Nomination Committee. The Board as a whole undertakes the process of reviewing the skill base and experience of existing Directors to enable identification or attributes required in new Directors. Where appropriate, independent consultants will be engaged to identify possible new candidates for the Board. |
||
| Principle 3: Promote ethical and responsible decision making | Adopted except: | |
| 3.1 | Establish a Code of Conduct and disclose the Code or a summary of | 3.3 While the Company has |
| 3.1.1 | the Code as to: the practices necessary to maintain confidence in the Company's |
established a Diversity Policy as recommended, due to the current |
| 3.1.2 | integrity. the practices necessary to take into account their legal obligations and |
nature and scale of the Company's activities, the Company has not yet |
| 3.1.3 | reasonable expectations of their stakeholders. The responsibility and accountability of individuals for reporting and investigating reports of unethical practices. |
established the measurable objectives and has therefore reported on progress towards achieving these objectives. |
| 3.2 | Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the Board to establish measureable objectives for achieving gender diversity and for the Board to assess annually both |
3.5 Due to its nature the Board has not |
| 3.3 | the objectives and progress in achieving them. Companies should disclose in each annual report the measureable objectives for achieving gender diversity set by the Board in accordance with the diversity policy and progress towards achieving |
yet set measurable objectives, or reported progress against those objectives. |
| 3.4 | them. Companies should disclose in each annual report the proportion of women employees in the whole organisation, women in senior |
|
| 3.5 | executive positions and women on the board. Provide the information indicated in Guide to Reporting on Principle 3. |
|
| Principle 4: Safeguard integrity in financial reporting | Not Adopted: | |
| 4.1 | The Board should establish an Audit Committee. | The Board considers that the Company |
| 4.2 | Structure the Audit Committee so that it consists of: • Only non-executive Directors • A majority of independent directors |
is not of a size, nor are its financial affairs of such complexity to justify the formation of an Audit Committee. |
• An independent chairperson who is not the chairperson of the
| 4.3 4.4 |
Board • At least three members. The Audit Committee should have a formal operating charter. Provide the information indicated in Guide to reporting on Principle 4. |
The Board as a whole undertakes the selection and proper application of accounting policies, the integrity of financial reporting, the identification and management of risk and review of the operation of the internal control systems. When the Company has grown to a sufficient size to warrant it, the Board |
|---|---|---|
| intends to establish an Audit Committee to assist the Board in monitoring and reviewing any matters of significance affecting financial reporting and compliance. |
||
| Principle 5: Make timely and balanced disclosure | Adopted. | |
| 5.1 | Establish written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior management level for that compliance. |
|
| 5.2 | Provide the information indicated in the Guide to reporting on Principle 5. |
|
| Principle 6: Respect the rights of shareholders | Adopted. | |
| 6.1 | Design and disclose a communications strategy to promote effective communication with shareholders and encourage effective |
|
| 6.2 | participation at general meetings. Provide the information indicated in Guide to reporting on Principle 6. |
|
| Principle 7: Recognise and manage risk | Adopted. | |
| 7.1 | Establish and disclose policies for the oversight and management of material business risks. |
|
| 7.2 | The Board should require management to design and implement the risk management and internal control system to manage the Company's material business risks and report to it on whether those |
|
| 7.3 | risks are being managed effectively. The Board should disclose whether it has received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks. |
|
| Principle 8: Encourage enhanced performance | Adopted except: 8.1 and 8.2 The Board considers that |
|
| 8.1 8.2 |
The Board should establish a Remuneration Committee The Remuneration Committee should be structured so that it: • consists of a majority of independent |
the Company is not currently of a size, nor are its affairs of such complexity to justify the formation of a Remuneration Committee. The Board |
| Directors; • is chaired by an independent Director; and • has at least three members. |
as a whole is responsible for the remuneration arrangements for |
|
| 8.3 | Clearly distinguish the structure of Non-executive Directors' remuneration from that of Executive Directors and senior executives. |
Directors and executives of the Company and considers it more |
ASX ADDITIONAL INFORMATION
Additional information required by the Australian Securities Exchange Listing Rules and not disclosed elsewhere in this report is set out below. This information is current as at 14 September 2012:
SHAREHOLDINGS
Substantial shareholders
An extract of the Company's register of substantial shareholders (being those shareholders who held a relevant interest in 5% or more of the issued capital) is set out below:
| Shareholder | Number of ordinary shares |
% of issued capital |
|---|---|---|
| Stirling Copper Pty Ltd | 115,838,989 | 29.50 |
Voting Rights
Each shareholder is entitled to receive notice of and attend and vote at general meetings of the Company. At a general meeting every shareholder present in person or by proxy, representative or attorney will have one vote on a show of hands and on a poll, one vote for each share held.
Distribution of Equity Securities
There were 1,866 holders of less than a marketable parcel of ordinary shares (being 166,667 shares on 14 September 2012). The number of shareholders by size of holding is set out below:
Fully Paid Ordinary Shares
| Size of holding | Number of holders | Number of Shares held |
|
|---|---|---|---|
| 1-1,000 | 388 | 99,370 | |
| 1,001-5,000 | 392 | 1,281,218 | |
| 5,001-10,000 | 262 | 2,183,123 | |
| 10,001-100,000 | 732 | 29,503,173 | |
| 100,001-9,999,999,999 | 393 | 359,563,379 | |
| Totals | 2,167 | 392,630,263 |
On market buy-back
There is no current on market buyback.
Securities Exchange
Redbank Copper Limited is listed on the Australian Securities Exchange (ASX code: RCP), but currently suspended.
ASX Additional Information (continued)
Securities on issue
| Category | Number | ||
|---|---|---|---|
| Ordinary Shares | 392,630,263 |
Twenty largest shareholders
| Shareholder name | No of ordinary shares held |
Percentage of capital held |
|
|---|---|---|---|
| 1. | STIRLING COPPER PTY LTD | 115,838,989 | 29.50 |
| 2. | LA JOLLA COVE INVESTORS INC | 15,299,031 | 3.90 |
| 3. | MR TAI-NIEN FANG + MRS SU-PEN HSIAO | 6,400,000 | 1.63 |
| 4. | MR PETER PAIGE | 5,640,000 | 1.44 |
| 5. | MR HANIF MIAH | 5,500,000 | 1.40 |
| 6. | MR ALEXANDER HEINO ADOBERG | 5,307,500 | 1.35 |
| 7. | MR FRIEND NOTHERS | 4,700,000 | 1.20 |
| 8. | MR PHILIP MICHAEL BALDACCHINO | 4,445,000 | 1.13 |
| 9. | PAUL THOMSON FURNITURE PTY LTD | 4,238,680 | 1.08 |
| 10. | ISAIAH SIXTY PTY LTD | 4,200,000 | 1.07 |
| 11. | BOW LANE NOMINEES PTY LTD | 4,125,000 | 1.05 |
| 12. | EST MR WAYNE KENNETH DAVEY | 3,959,864 | 1.01 |
| 13. | CADEX PETROLEUM PTY LIMITED | 3,755,186 | 0.96 |
| 14. | MS SEIKO FURUSE + MR SAVAS TUREM | 3,006,510 | 0.77 |
| 15. | MISS HUI ZHU | 3,000,000 | 0.76 |
| 16. | PLANMOOR INVESTMENTS PTY LTD | 2,892,593 | 0.74 |
| 17. | KIJENIA PTY LTD | 2,672,593 | 0.68 |
| 18. | MR CONRAD FIALKOVICH | 2,500,000 | 0.64 |
| 19. | GOLDSHORE INVESTMENTS PTY LTD <the goldshoreA/C> | 2,000,000 | 0.51 |
| 20. | MRS DENISE PAULA JEFFERY | 2,000,000 | 0.51 |
| 201,480,946 | 51.32 |
TENEMENT SCHEDULE
| Lease | Locality | Lease Status |
Application Date |
Grant Date |
Expiry Date |
Current Area |
Interes t |
Registered Holder |
|---|---|---|---|---|---|---|---|---|
| EL10335 | NT | Granted | 4/01/1999 | 15/08/2002 | 14/08/2014 | 325 Blocks |
49% (see Note 1) |
Hartz Range Mines Pty Ltd |
| EL24654 | NT | Granted | 4/04/2005 | 5/12/2005 | 4/12/2013 | 100 Blocks |
100% | Redbank Operations Pty Ltd |
| EL26778 | NT | Granted | 19/05/2008 | 24/12/2008 | 23/12/2014 | 105 Blocks |
100% | Redbank Operations Pty Ltd |
| EL26779 | NT | Granted | 19/05/2008 | 24/12/2008 | 23/12/2014 | 55 Blocks | 100% | Redbank Operations Pty Ltd |
| EL26780 | NT | Granted | 19/05/2008 | 24/12/2008 | 23/12/2014 | 65 Blocks | 100% | Redbank Operations Pty Ltd |
| EL26781 | NT | Granted | 19/05/2008 | 24/12/2008 | 23/12/2014 | 11 Blocks | 100% | Redbank Operations Pty Ltd |
| EL26965 | NT | Granted | 22/09/2008 | 18/06/2009 | 17/06/2015 | 74 Blocks | 100% | Redbank Operations Pty Ltd |
| EL26999 | NT | Granted | 29/09/2008 | 18/06/2009 | 17/06/2015 | 135 Blocks |
100% | Redbank Operations Pty Ltd |
| EL27240 | NT | Granted | 23/03/2009 | 9/11/2009 | 8/11/2015 | 19 Blocks | 100% | Redbank Operations Pty Ltd |
| EL27241 | NT | Granted | 23/03/2009 | 9/11/2009 | 8/11/2015 | 102 Blocks |
100% | Redbank Operations Pty Ltd |
| EL27737 | NT | Granted | 26/10/2009 | 6/08/2010 | 5/08/2016 | 16 Blocks | 100% | Redbank Operations Pty Ltd |
| EL28003 | NT | Granted | 29/03/2010 | 23/12/2010 | 22/12/2016 | 35 Blocks | 100% | Redbank Operations Pty Ltd |
| EL28288 | NT | Granted | 20/09/2010 | 19/04/2011 | 18/04/2017 | 104 Blocks |
100% | Redbank Operations Pty Ltd |
| EL28289 | NT | Granted | 20/09/2010 | 19/04/2011 | 18/04/2017 | 12 Blocks | 100% | Redbank Operations Pty Ltd |
| EL28290 | NT | Granted | 20/09/2010 | 19/04/2011 | 18/04/2017 | 32 Blocks | 100% | Redbank Operations Pty Ltd |
| EL28487 | NT | Granted | 29/11/2010 | 2/08/2011 | 1/08/2017 | 162 Blocks |
100% | Redbank Operations Pty Ltd |
| EL28535 | NT | Granted | 29/12/2010 | 20/09/2011 | 19/09/2017 | 21 Blocks | 100% | Redbank Operations Pty Ltd |
| ELR94 | NT | Granted | 15/05/1989 | 10/08/1989 | 9/08/2014 | 1905 Ha | 100% | Redbank Operations Pty Ltd |
| ML27385 | NT | Application | 11/06/2009 | 1905 Ha | 100% | Redbank Operations Pty Ltd | ||
| MLN1108 | NT | Granted | 27/12/1990 | 1/10/1993 | 31/12/2023 | 33.08 Ha | 100% | Redbank Operations Pty Ltd |
| MLN631 | NT | Granted | 11/08/1972 | 12/03/1973 | 31/12/2013 | 16.18 Ha | 100% | Redbank Operations Pty Ltd |
| MLN632 | NT | Granted | 11/08/1972 | 12/03/1973 | 31/12/2013 | 16.18 Ha | 100% | Redbank Operations Pty Ltd |
| MLN633 | NT | Granted | 11/08/1972 | 12/03/1973 | 31/12/2013 | 16.18 Ha | 100% | Redbank Operations Pty Ltd |
| MLN634 | NT | Granted | 11/08/1972 | 12/03/1973 | 31/12/2013 | 16.18 Ha | 100% | Redbank Operations Pty Ltd |
| MLN635 | NT | Granted | 11/08/1972 | 12/03/1973 | 31/12/2013 | 16.18 Ha | 100% | Redbank Operations Pty Ltd |
| MLN636 | NT | Granted | 11/08/1972 | 12/03/1973 | 31/12/2013 | 16.18 Ha | 100% | Redbank Operations Pty Ltd |
Note 1: Subject of a joint venture arrangement pursuant to which Redbank may earn up to 85% interest. On 10 October 2012, Redbank confirmed it had met certain criteria required to earn a 49% interest in the tenements.