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PTR MINERALS LTD Interim / Quarterly Report 2017
65621_rns_2017-03-13_21887dc2-e781-4b1b-a749-4788ba536f13.pdf
Interim / Quarterly Report
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ABN 17 106 806 884
Interim Consolidated Financial Statements
For the Half Year Ended 31 December 2016
ABN 17 106 806 884
Contents
For the Half Year Ended 31 December 2016
Page
Interim Consolidated Financial Statements
| Directors' Report | 1 |
|---|---|
| Auditor's Independence Declaration under Section 307C of the Corporations Act 2001 | 3 |
| Interim Consolidated Statement of Profit or Loss and Other Comprehensive Income | 4 |
| Interim Consolidated Statement of Financial Position | 5 |
| Interim Consolidated Statement of Changes in Equity | 6 |
| Interim Consolidated Statement of Cash Flows | 7 |
| Notes to the Financial Statements | 8 |
| Directors' Declaration | 11 |
| Independent Auditor's Review Report | 12 |
ABN 17 106 806 884
Directors' Report
For the Half Year Ended 31 December 2016
The directors submit the interim consolidated financial report of the the Group for the half year ended 31 December 2016.
Information on directors
The names of each person who has been a director during the half year and to the date of this report are:
| Simon O'Loughlin | Non-Executive Chairman |
|---|---|
| Andrew Haythorpe | Managing Director (appointed 22 August 2016) |
| Donald Stephens | Non-Executive Director |
| Terry Kallis | Managing Director (retired 22 August 2016) |
Principal activities and significant changes in nature of activities
The principal activities of the Group during the financial half year were:
- ! To continue to seek extensions of areas held and to seek out new areas with mineral potential; and
- ! To facilitate the rehabilitation of the Paralana 2 geothermal well
There were no significant changes in the nature of the Group's principal activities during the financial half year.
Operating results
The Group's loss for half year ended 31 December 2016 amounted to $ 476,807 (2015: $234,952), after providing for income tax.
Review of operations
Operating Costs
During the reporting period, the Company had ongoing administration costs of $476,807 primarily relating to reporting & compliance, due diligence review and office costs. The Company held $969,161 in cash at the end of the reporting period.
Business Acquisition
In May 2016, the Company entered into a conditional deal to acquire MSGooroo Pty Ltd (MSGooroo), a human resource technology company. In July 2016, the deal was terminated and all costs incurred by Petratherm in relation to the deal had been reimbursed by MSGooroo.
Capital Raising and Restructure
During the period, a total of $676,500 (before costs) was received by way of a placement, at a price of $0.003 per share, undertaken by Taylor Collision. In November 2016, the Company completed a ten for one consolidation of its shares and options.
Paralana Geothermal Project – South Australia (79% Petratherm, 21% Beach Energy)
Beach Energy completed planning studies to undertake the plugging and abandonment of the Paralana 2 geothermal well and surface rehabilitation of the Paralana site. At this stage the remediation works are scheduled to occur mid-2017.
The Company is continuing to explore ways of containing costs whilst reviewing new projects that will be accretive to shareholder value.
ABN 17 106 806 884
Directors' Report
For the Half Year Ended 31 December 2016
Auditor's independence declaration
The auditor's independence declaration in accordance with section 307C of the Corporations Act 2001 for the half year ended 31 December 2016 has been received and can be found on page 3 of the interim consolidated financial report.
This report is signed in accordance with a resolution of the Board of Directors.
Director: ............................................................... Andrew Haythorpe .............................................. Andr H th
Director: ................................................................ rectors.............................................................
Donald Stephens
Dated this .............................. day of .............................. 2017 14 March th
Grant Thornton House Level 3 170 Frome Street Adelaide, SA 5000 Correspondence to: GPO Box 1270 Adelaide SA 5001
T 61 8 8372 6666 F 61 8 8372 6677 E [email protected] W www.grantthornton.com.au
AUDITOR'S INDEPENDENCE DECLARATION TO THE DIRECTORS OF PETRATHERM LIMITED
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the review of Petratherm Limited for the half-year ended 31 December 2016, I declare that, to the best of my knowledge and belief, there have been:
- a No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and
- b No contraventions of any applicable code of professional conduct in relation to the review.
GRANT THORNTON AUDIT PTY LTD Chartered Accountants
J L Humphrey Partner – Audit & Assurance
Adelaide, 14 March 2017
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
'Grant Thornton' refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another's acts or omissions. In the Australian context only, the use of the term 'Grant Thornton' may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation.
ABN 17 106 806 884
Interim Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the Half Year Ended 31 December 2016
| 31 December | 31 December | ||
|---|---|---|---|
| 2016 | 2015 | ||
| Note | $ | $ | |
| Revenue | 4,533 | 5,774 | |
| Employee benefits expense | (93,237) | (61,378) | |
| Impairment of exploration asset | - | (34,761) | |
| Share-based payments | 6 | (130,034) | - |
| Other operating expenses | (245,056) | (121,186) | |
| Loss on exchange differences | - | (8,470) | |
| Loss before income tax | (463,794) | (220,021) | |
| Income tax expense | (13,013) | (14,931) | |
| Loss attributable to members of the parent entity | (476,807) | (234,952) | |
| Other comprehensive income | - | - | |
| Total comprehensive loss for the period attributable to membersof the parent entity | (476,807) | (234,952) | |
| Earnings per share | |||
| Basic earnings per share (cents) | (0.53) | (0.40) | |
| Diluted earnings per share (cents) | (0.53) | (0.40) |
ABN 17 106 806 884
Interim Consolidated Statement of Financial Position
As At 31 December 2016
| 31 December | 30 June | ||
|---|---|---|---|
| Note | 2016$ | 2016$ | |
| ASSETSCURRENT ASSETSCash and cash equivalentsTrade and other receivablesOther assetsTOTAL CURRENT ASSETSNON-CURRENT ASSETS | 969,16120,4757,708997,344 | 663,59249,992-713,584 | |
| TOTAL ASSETS | 997,344 | 713,584 | |
| LIABILITIESCURRENT LIABILITIESTrade and other payablesShort-term provisionsTOTAL CURRENT LIABILITIESNON-CURRENT LIABILITIESTOTAL LIABILITIES | 3 | 36,197241,000277,197277,197 | 63,857225,000288,857288,857 |
| NET ASSETS | 720,147 | 424,727 | |
| EQUITYIssued capitalReservesAccumulated lossesTOTAL EQUITY | 4 | 34,760,564175,134(34,215,551) | 34,118,37145,100(33,738,744) |
| 720,147 | 424,727 |
ABN 17 106 806 884
Interim Consolidated Statement of Changes in Equity
For the Half Year Ended 31 December 2016
| Issued Capital | AccumulatedLosses | Share OptionReserve | Total | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Balance at 1 July 2016 | 34,118,371 | (33,738,744) | 45,100 | 424,727 |
| Total comprehensive profit / (loss) | - | (476,807) | - | (476,807) |
| Transactions with owners in their capacity as owners | ||||
| Share-based payments | - | - | 130,034 | 130,034 |
| Issue of shares | 676,500 | - | - | 676,500 |
| Transaction costs | (47,320) | - | - | (47,320) |
| Tax portion of capital raising costs | 13,013 | - | - | 13,013 |
| Balance at 31 December 2016 | 34,760,564 | (34,215,551) | 175,134 | 720,147 |
| Balance at 1 July 2015 | 33,429,895 | (33,239,106) | 154,386 | 345,175 |
| Total comprehensive profit / (loss) | - | (234,952) | - | (234,952) |
| Transactions with owners in their capacity as owners | ||||
| Issue of shares | 150,000 | - | - | 150,000 |
| Transaction costs | (34,839) | - | - | (34,839) |
| Transfer to retained earnings from share option reserveupon lapse of options | - | 43,200 | (43,200) | - |
| Balance at 31 December 2015 | 33,545,056 | (33,430,858) | 111,186 | 225,384 |
ABN 17 106 806 884
Interim Consolidated Statement of Cash Flows
For the Half Year Ended 31 December 2016
| 31 December2016 | 31 December2015 | |
|---|---|---|
| $ | $ | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||
| Payments to suppliers and employees | (328,144) | (199,513) |
| Management fee | - | 2,143 |
| Interest received | 4,533 | 3,631 |
| Net cash provided by (used in) operating activities | (323,611) | (193,739) |
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||
| Payments for exploration activities | - | (66,752) |
| Net cash used by investing activities | - | (66,752) |
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||
| Proceeds from issue of shares | 676,500 | 150,000 |
| Payment of transaction costs | (47,320) | (21,493) |
| Net cash provided by financing activities | 629,180 | 128,507 |
| Net increase (decrease) in cash and cash equivalents held | 305,569 | (131,984) |
| Cash and cash equivalents at beginning of year | 663,592 | 527,201 |
| Net foreign exchange differences | - | (1,895) |
| Cash and cash equivalents at end of the half year | 969,161 | 393,322 |
ABN 17 106 806 884
Notes to the Financial Statements
For the Half Year Ended 31 December 2016
The interim consolidated financial report covers Petratherm Limited and its controlled entities ('the Group'). Petratherm Limited is a for-profit Company limited by shares, incorporated and domiciled in Australia.
Each of the entities within the Group prepare their financial statements based on the currency of the primary economic environment in which the entity operates (functional currency). The consolidated financial statements are presented in Australian dollars which is the parent entity's functional and presentation currency.
The financial report was authorised for issue by the Directors on 13 March 2017.
1 Basis of Preparation
This condensed consolidated interim financial report for the reporting period ending 31 December 2016 has been prepared in accordance with the requirements of the Corporations Act 2001 and Australian Accounting Standard AASB 134: Interim Financial Reporting.
The interim financial report is intended to provide users with an update on the latest annual financial statements of Petratherm Limited and controlled entities (the Group). As such it does not contain information that represents relatively insignificant changes occurring during the half year within the Group. This condensed consolidated financial report does not include all the notes normally included in an annual financial report. It is therefore recommended that this financial report be read in conjunction with the annual financial statements of the Group for the year ended 30 June 2016, together with any public announcements made during the half year.
The same accounting policies and methods of computation have been followed in this interim financial report as were applied in the most recent annual financial statements.
The financial statements have been prepared on an accruals basis and are based on historical costs modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.
2 Operating Segments
The Board has considered the requirements of AASB 8 Operating Segments and the internal reports that are reviewed by the chief operating decision maker (the Board) in allocating resources and has concluded at this time that there are no separately identifiable segments.
3 Provisions
| 31 December2016 | 30 June2016 | |
|---|---|---|
| $ | $ | |
| CURRENTEnvironmental Rehabilitation | 241,000 | 225,000 |
| 241,000 | 225,000 |
ABN 17 106 806 884
Notes to the Financial Statements
For the Half Year Ended 31 December 2016
4 Issued Capital
| 31 December | 30 June | |
|---|---|---|
| 2016 | 2016 | |
| $ | $ | |
| Fully paid ordinary shares | 34,760,564 | 34,118,371 |
| Total | 34,760,564 | 34,118,371 |
(a) Ordinary shares
| 31 December2016 | 30 June2016 | |
|---|---|---|
| No. | No. | |
| At the beginning of the reporting period | 777,570,139 | 519,692,579 |
| Shares issued during the year | ||
| - Shares issued via rights issue | - | 207,877,560 |
| - Shares issued via placement | - | 50,000,000 |
| - Share placement - tranch 1 | 130,000,000 | - |
| - Share placement - tranch 2 part 1 | 40,500,000 | - |
| - Effect of share consolidation | (853,262,636) | - |
| - Share placement - tranch 2 part 2 | 5,500,000 | - |
| At the end of the reporting period | 100,307,503 | 777,570,139 |
The Company completed a ten for one share consolidation on 14 November 2016. The consolidation involved the conversion of every ten fully paid ordinary shares into one fully paid ordinary share. Where the consolidation resulted in a shareholder having a fractional entitlement to a share, the Company has rounded up the entitlement to the next whole number.
5 Contingencies & Commitments
Group has entered into a bank guarantee with the South Australian State Government, totalling $100,000 at 31 December 2016. This guarantee is designed to act as collateral over the tenement which Petratherm explores on and can be used by the State Government authorities in the event that Petratherm does not sufficiently rehabilitate the land it explores. It is noted that the bank guarantee as at the date of signing this report has not been utilised by the State Government.
Other than disclosed, the Company did not have any other contingencies or commitments at 31 December 2016.
ABN 17 106 806 884
Notes to the Financial Statements
For the Half Year Ended 31 December 2016
6 Share-based Payments
A summary of the Company options issued during the period (post consolidation) is as follows:
| 2017 Half yearGrant Date | Expiry Date | Exerciseprice | Start ofthe year | Grantedduring theyear | Balance at theend of theyear | Vested andexercisable at theend of the year |
|---|---|---|---|---|---|---|
| 24 November 2016 | 24 November 2019 | 0.05 | - | 3,500,000 | 3,500,000 | 3,500,000 |
| 24 November 2016 | 24 November 2019 | 0.09 | - | 1,500,000 | 1,500,000 | 1,500,000 |
| 24 November 2016 | 24 November 2019 | 0.12 | - | 2,000,000 | 2,000,000 | 2,000,000 |
| - | 7,000,000 | 7,000,000 | 7,000,000 |
The above options were granted to the Directors as a part of their remuneration. The expenses recognised during the period was $130,034. The fair value of the options granted during the period were calculated by using a Black-Scholes option pricing model applying the following inputs:
| Grant date: | 24 November 2016 | 24 November 2016 | 24 November 2016 |
|---|---|---|---|
| Expiry date: | 24 November 2019 | 24 November 2019 | 24 November 2019 |
| Share price at grant date ($): | 0.03 | 0.03 | 0.03 |
| Exercise price ($): | 0.05 | 0.09 | 0.12 |
| Expected share price volatility: | 130.06% | 130.06% | % 130.06 |
| Risk-free interest rate: | 1.86% | 1.86% | % 1.86 |
| Fair value at grant date ($): | 71,115.00 | 26,442.00 | 32,477.00 |
ABN 17 106 806 884
Directors' Declaration
The directors of the Company declare that:
-
- The interim consolidated financial statements and notes, as set out on pages 4 are in accordance with the Corporations Act 2001, including:
- (a) complying with Accounting Standard AASB 134: Interim Financial Reporting; and
- (b) giving a true and fair view of the consolidated group's financial position as at 31 December 2016 and of its performance for the half-year ended on that date.
-
- In the directors' opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
This declaration is made in accordance with a resolution of the Board of Directors.
Director .................................................................. Andrew Haythorpe ................................................
Director .................................................................. ..................................................
Donald Stephens
Dated this .............................. day of .............................. 2017 14th March
Grant Thornton House Level 3 170 Frome Street Adelaide, SA 5000 Correspondence to: GPO Box 1270 Adelaide SA 5001
T 61 8 8372 6666 F 61 8 8372 6677 E [email protected] W www.grantthornton.com.au
INDEPENDENT AUDITOR'S REVIEW REPORT TO THE MEMBERS OF PETRATHERM LIMITED
We have reviewed the accompanying half-year financial report of Petratherm Limited (the Company), which comprises the consolidated financial statements being the statement of financial position as at 31 December 2016, and the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the half-year ended on that date, notes comprising a statement or description of accounting policies, other explanatory information and the directors' declaration of the consolidated entity, comprising both the Company and the entities it controlled at the half-year's end or from time to time during the half-year.
Directors' Responsibility for the Half-year Financial Report
The Directors of Petratherm Limited are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such controls as the Directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express a conclusion on the consolidated half-year financial report based on our review. We conducted our review in accordance with the Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity's financial position as at 31 December 2016 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of Petratherm Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
'Grant Thornton' refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another's acts or omissions. In the Australian context only, the use of the term 'Grant Thornton' may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation.
A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Independence
In conducting our review, we complied with the independence requirements of the Corporations Act 2001.
Conclusion
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Petratherm Limited is not in accordance with the Corporations Act 2001, including:
- a giving a true and fair view of the consolidated entity's financial position as at 31 December 2016 and of its performance for the half-year ended on that date; and
- b complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations 2001.
GRANT THORNTON AUDIT PTY LTD Chartered Accountants J L Humphrey Partner – Audit & Assurance Adelaide, 14 March 2017