AI assistant
RAIDEN RESOURCES LIMITED — Interim / Quarterly Report 2018
Feb 27, 2018
65675_rns_2018-02-27_4c3a9c4c-0034-4e11-9a36-7e4905d3cf44.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
APPENDIX 4D
RAIDEN RESOURCES LIMITED (formerly A.C.N 009 161 522 LIMITED) ABN 68 009 161 522
HALF YEAR ENDED 31 DECEMBER 2017
1. Reporting Periods
Half year ended (Current Period) Half year ended (Previous corresponding period)
31 December 2017 None – first Appendix 4D
2. Results for announcement to the market
| AUD 000 |
|---|
| N/A* |
| N/A* |
| N/A* |
* During the period the Company was subject to a deed of company arrangement and the auditor's review report contains a disclaimer opinion (see note 9 below). The Company was successfully recapitalised and completed a re-compliance transaction post-period end (see 'Brief Summary' below).
Brief Summary
For a portion of the review period the Company remained subject to a deed of company arrangement and its securities were suspended from trading on ASX for the whole of the period.
The deed of company arrangement was effectuated on 24 October 2017 and the Company was successfully recapitalised.
On 08 January 2018 the Company's shareholders approved the acquisition of Timok Resources Pty Ltd (Timok) and, among other things, a capital raising to support the Company's re-listing application to ASX.
The acquisition of Timok and capital raising of $5,000,000 (before costs) was completed in February 2018, and the Company's securities were reinstated to official quotation on ASX following successful re-compliance with Chapters 1 and 2 of the Listing Rules on 23 February 2018.
3. Net tangible asset backing
| Current period | Previouscorresponding period | |
|---|---|---|
| Net tangible asset backing perordinary security | Not applicable –disclaimed opinion(see Item 9 below) | Not applicable – firstAppendix 4D |
4. Changes in Controlled Entities
Securities in the Company's former subsidiaries were transferred to the Creditors' Trust as part of the Company's effectuation of the deed of company arrangement in October 2017.
5. Dividends to Distributions
Not applicable. There were no dividends declared or paid during the period and the directors do not recommend that any dividends be paid.
6. Dividend or Dividend Reinvestment Plans
Not applicable. See Item 5 above.
7. Material Interest in entities which are not controlled entities
Not applicable.
8. Foreign Entities
Not applicable.
9. Independent Review Report
Refer to attached Half Year Financial Report for the half-year ended 31 December 2017, and in particular, note 1(b).
As the Company was still subject to a deed of company arrangement during the review period, the auditor's review report contains a disclaimer opinion.
10. Compliance statement
This report should be read in conjunction with the attached Half Year Financial Report for the half-year ended 31 December 2017.
Michael Davy, Non-executive Chairman 27 February 2018
RAIDEN RESOURCES LIMITED
(Formerly A.C.N 009 161 522 LIMITED)
ABN 68 009 161 522
INTERIM FINANCIAL REPORT for the half-year ended 31 December 2017
The information contained in this condensed report is to be read in conjunction with Raiden Resources Limited's (formerly A.C.N 009 161 522 Limited) 30 June 2017 annual report and announcements to the market made by Raiden Resources Limited (formerly A.C.N 009 161 522 Limited).
CONTENTS
| Corporate Directory | 1 |
|---|---|
| Directors' Report | 2 |
| Auditor's Independence Declaration | 5 |
| Financial Report | 6 |
| Director's Declaration | 16 |
| Independent Auditor's Review Report | 17 |
CORPORATE DIRECTORY
Directors
Mr Dusko Ljubojevic – Managing Director Mr Michael Davy – Non-Executive Chairman Mr Nicholas Young – Non-Executive Director Mr Martin Pawlitschek – Non-Executive Director
Company Secretary Ms Kyla Garic
Registered office 108 Outram Street
West Perth WA 6005
Auditor
RSM Australia Partners 8 St Georges Terrace PERTH, WESTERN AUSTRALIA 6000
Bankers
NAB 1232 Hay Street West Perth WA 6005
Share Registry
Link Market Services Limited Level 12, 680 George Street Sydney NSW 2000
Securities Exchange Listing ASX Limited 20 Bridge Street Sydney NSW 2000 ASX Code – RDN
DIRECTORS' REPORT
The Directors present this report for Raiden Resources Limited (formerly A.C.N 009 161 522 Limited) ("the Company") and its subsidiaries ("the Group") for the half year ended 31 December 2017.
Directors
The names and the particulars of the Directors who held office during or since the end of the half year and until the date of this report are disclosed below. The Directors were in office for this entire period unless otherwise stated.
The powers of the Directors were suspended from 11 February 2016, being the date of the appointment of the Voluntary Administrator and Receivers and Mangers and remain so during the term of the Deed of Company Arrangement ("DOCA") made in relation to the Company. On completion of the DOCA on 24 October 2017 control reverted back to the Directors.
| Status | Appointment/ Resignation |
|---|---|
| Managing Director | Appointed on 20 February 2018 |
| Non-Executive Chairman | Appointed on 29 June 2017 |
| Non-Executive Director | Appointed on 29 June 2017 |
| Non-Executive Director | Appointed on 20 February 2018 |
| Non-Executive Director | Resigned on 20 February 2018 |
Company Secretary
| Name | Status | Appointment |
|---|---|---|
| Ms Kyla Garic | Company Secretary | Appointed on 29 June 2017 |
State of affairs and major activities of the half-year
On the 8 September 2017 all resolution of the General Meeting were passed and announced by the administrator on 12 September 2017.
On 21 September 2017, the consolidation of capital was completed, resulting in the reduction of issued number of shares from 252,915,402 to 8,430,796.
On 24 October 2017, all the conditions of the DOCA had been satisfied with the DOCA being effectuated on this date. A Syndicate of investors led by Otsana Capital loaned funds into the Company to effectuate the DOCA. The Company's registered and principal place of business also changed to 108 Outram Street, West Perth WA 6005. On this date Control of the Company reverted back to the Directors.
On 13 November 2017, it was announced that the Company has completed a placement to raise a total of $640,000. The placement comprised of 32 million shares at an issue price of $0.02 per share and 32 million free-attaching options with an exercise price of $0.02 per share and expiring 3 years after the issue, the options were subject to shareholder approval. The Company used the funds to repay loaned funds used to effectuate the deed of company arrangement and provide working capital.
On 24 November 2017, the company announced it had entered into a conditional binding agreement to acquire 100% of Timok Resources Pty Ltd. The Acquisition Agreement provided two option deeds to acquire 100% of two Serbian entities Skarnore Resources and Kingstown Resources. The transaction will transform the Company into a new ASX listed base and precious metal exploration company.
DIRECTORS' REPORT
State of affairs and major activities of the half-year
On 8 December 2017, the company lodged a Notice of Meeting, resolutions were inclusive of Special Business including
- Approval to change in nature and scale of activities;
- Approval to create a new class of securities, Performance Shares;
- Approval to issue Consideration Securities;
- Approval to issue Capital Raising Shares;
- Approval to issue Facilitator Shares;
- Approval to issue Attaching Options;
- Approval of Conversion of Convertible Notes;
- Election of Directors Mr Dusko Ljubojevic and Mr Martin Pawlitschek;
- Participation in Capital Raising by related party's Ms Kyla Garic; Mr Nicholas Young, Mr Michael Davy, Mr Dusko Ljubojevic and Mr Martin Pawlitschek;
- Approval to Change Company Name; and
- Maximum Non-executive Directors' fees
On 13 December 2017, the company lodged a prospectus to ASIC for its offer to the public of 250 million shares at an issue price of $0.02 each to raise a total of $5 million (before cost), as well as a number of secondary offers in connection with the Company's proposed acquisition of Timok Resources Pty Ltd.
Incomplete records
To prepare the half year financial report, the Directors who were in office for the period under review, but did not have control of the Company until the effectuation of the DOCA on the 24 October 2017, have reconstructed the financial records of the Group using data provided by the Receivers and extracted from the Group's accounting system for the entire financial period. However, there may be information that the Directors have not been able to obtain, the impact of which may or may not be material on the half year financial statements.
These half year financial statements do not contain all the required information or disclosures in relation to transactions undertaken by the Company as this information is unascertainable due to the administration process.
Consequently, although the Directors have prepared this financial report to the best of their knowledge based on the information made available to them, they are of the opinion that it is not possible to state that this financial report has been prepared in accordance with Australian Accounting Standards including Australian interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001, nor is it possible to state this financial report gives a true and fair view of the Group's financial performance for the half-year then ended.
Financial performance
The profit for the six months ended 31 December 2017 was $30,592,692 (2016: profit of $5,809,000).
Principal activities
Refer to state of affairs and major activities of the half year.
Events after the end of the reporting period
On 8 January 2018 the Company's shareholders approved at its General Meeting:
- re-election of Mr Michael Davy, Mr Nicholas Young and Ms Kyla Garic as Directors; and
- The special business and all associated resolutions were passed as follows;
- o 250,000,000 fully paid ordinary shares at an issue price of $0.02 per share under the Public Offer;
- o 75,000,000 fully paid ordinary shares and 200,000,000 performance shares to the vendors of Timok Resources Pty Ltd under the Consideration Offer;
- o 40,000,000 fully paid ordinary shares and 13,000,000 options under the Facilitator Offer;
- o 32,000,000 free attaching options under the Attaching Options Offer; and
DIRECTORS' REPORT
Events after the end of the reporting period
o 5,000,000 fully paid ordinary shares and 5,000,000 options under the Convertible Notes Offer.
On 8 January 2018, it was announced that ASX has extended the Company's de-listing deadline to the commencement of trading on 13 March 2018. The extension was granted on the basis that the Company is in the final stages of completing the acquisition of Timok Resources Pty Ltd.
On 15 January 2018, the Company announced that the public offer pursuant to the Prospectus dated 13 December 2017 was over subscribed, with the Company accepting applications for $5 million.
On 20 February 2018, the Company announced that it has completed its acquisition of the highly prospective Copper Gold licenses located in the world class Tethyan Belt in Serbia, through the acquisition of 100% of the issued capital of Timok Resources Pty Ltd.
On 20 February 2018, the Company has changed its name from A.C.N 009 161 522 Limited (ASX:SZG) to Raiden Resources Limited (ASX:RDN) with effect from 19 February 2018.
On 20 February 2018, the Company appointed Mr Dusko Ljubojevic as the Managing Director and Mr Martin Pawlitschek as Non-Executive Director. Ms Kyla Garic has resigned as Non-Executive Director.
On 23 February 2018, the shares of the company were reinstated on ASX.
Auditor independence and non-audit services
The auditor's independence declaration is included on page 5 of the financial report.
Signed in accordance with a resolution of the Board of Directors.
Michael Davy Non-Executive Chairman Dated 27 February 2018

AUDITOR'S INDEPENDENCE DECLARATION
As lead auditor for the review of the financial report of Raiden Resources Limited for the half-year ended 31 December 2017, I declare that, to the best of my knowledge and belief, there have been no contraventions of:
- (i) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and
- (ii) any applicable code of professional conduct in relation to the review.
RSM AUSTRALIA PARTNERS
Perth, WA TUTU PHONG Dated: 27 February 2018 Partner
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE HALF-YEAR ENDED 31 DECEMBER 2017
| 31 December | 31 December | ||
|---|---|---|---|
| 2017 | 2016 | ||
| $'000 | $'000 | ||
| Revenue from continuing operations | - | 8,970 | |
| Cost of sales | - | (7,059) | |
| Gross profit | - | 1,911 | |
| Other income | 3 | 31,330 | 7,877 |
| General and administration expense | (146) | (460) | |
| Vehicle and equipment costs | - | (1,025) | |
| Depreciation and amortisation | - | (304) | |
| Finance costs | - | (427) | |
| Employee benefits expense | (27) | (906) | |
| Rental expense | - | (325) | |
| Loss on disposal of assets | - | (532) | |
| DOCA expenses | (440) | - | |
| Transaction costs | (124) | - | |
| Income (loss) before income tax | 30,593 | 5,809 | |
| Income tax expense | - | - | |
| Income (loss) for the period | 30,593 | 5,809 | |
| Other comprehensive income: | |||
| Items that may be reclassified subsequently to profit or loss | |||
| Exchange differences on translating foreign operations | - | - | |
| Total comprehensive income (loss) for the year | 30,593 | 5,809 | |
| Total comprehensive income (loss) attributable to: | |||
| Members of the parent entity | 30,593 | 5,713 | |
| Non-controlling interest | - | 96 | |
| 30,593 | 5,809 | ||
| Basic earnings/(loss) per share (cents per share) | 155.31 | 68.90 |
The accompanying notes form part of these financial statements.
STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2017
| 31 December | 30 June | ||
|---|---|---|---|
| Note | 2017 | 2017 | |
| $'000 | $'000 | ||
| CURRENT ASSETS | |||
| Cash and cash equivalents | 234 | 2,491 | |
| Trade and other receivables | 115 | - | |
| TOTAL CURRENT ASSETS | 349 | 2,491 | |
| TOTAL ASSETS | 349 | 2,491 | |
| CURRENT LIABILITIES | |||
| Trade and other payables | 4 | 395 | 11,063 |
| Borrowings | 5 | 100 | 22,758 |
| TOTAL CURRENT LIABILITIES | 495 | 33,821 | |
| TOTAL LIABILITIES | 495 | 33,821 | |
| NET LIABILITIES | (146) | (31,330) | |
| EQUITY | |||
| Issued capital | 6 | 18,974 | 18,383 |
| Accumulated losses | (19,120) | (49,713) | |
| Total parent equity interest | (146) | (31,330) | |
| Non-controlling interest | - | - | |
| TOTAL DEFICIENCY | (146) | (31,330) |
The accompanying notes form part of these financial statements.
STATEMENT OF CHANGES IN EQUITY FOR THE HALF YEAR ENDED 31 DECEMBER 2017
| Issued Capital | AccumulatedLosses | Reserves | Non-ControllingInterest | Total | |
|---|---|---|---|---|---|
| $'000 | $'000 | $'000 | $'000 | $'000 | |
| Balance at 1 July 2016 | 18,383 | (55,439) | (502) | (96) | (37,654) |
| Total comprehensive income for theperiod | - | 5,211 | 502 | 96 | 5,809 |
| Balance at 31 December 2016 | 18,383 | (50,228) | - | - | (31,845) |
| Balance at 1 July 2017 | 18,383 | (49,713) | - | - | (31,330) |
| Shares issued during the period, net ofshare issue cost | 591 | - | - | - | 591 |
| Total comprehensive income for theperiod | - | 30,593 | - | - | 30,593 |
| Balance at 31 December 2017 | 18,974 | (19,120) | - | - | (146) |
The accompanying notes form part of these financial statements.
STATEMENT OF CASH FLOWS FOR THE HALF YEAR ENDED 31 DECEMBER 2017
| 31 December | 31 December | |
|---|---|---|
| 2017 | 2016 | |
| $'000 | $'000 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Receipts from customers | - | 20,712 |
| Payments to suppliers and employees | (6) | (19,330) |
| Settlement of DOCA on effectuation | (395) | - |
| Payment pre DOCA1effectuation | (1,856) | - |
| Transfer of pre DOCA assets on settlement of DOCA1 | (635) | - |
| Net cash (used) in / from operating activities | (2,892) | 1,382 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Proceeds from disposal of plant and equipment | - | 1,000 |
| Net cash from investing activities | - | 1,000 |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Repayment of borrowings | - | (2,500) |
| Net Proceed from issue of shares | 636 | - |
| Net cash from / (used) in financing activities | 636 | (2,500) |
| Net decrease in cash and cash equivalents | (2,256) | (118) |
| Cash and cash equivalents at beginning of period | 2,4901 | (786) |
| Cash and cash equivalents at end of period | 234 | (904) |
The accompanying notes form part of these financial statements
1 Relates to opening funds from 30 June 2017 and was for the use of the receivers and managers of the Group.
NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2017
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These consolidated financial statements for the half year ended 31 December 2017 cover Raiden Resources Limited ("the Company") and its controlled entities as a consolidated entity (also referred to as "the Group"). The Company is a company limited by shares, incorporated and domiciled in Australia. The Group is a for-profit entity.
This interim financial report was issued on 27 February 2018 by the directors of the Company.
a) Statement of compliance
The interim financial report is a financial report prepared in accordance with the requirements of the Corporations Act 2001 and AASB 134: Interim Financial Reporting. Compliance with AASB 134 ensures compliance with IAS 34 'Interim Financial Reporting' where possible (refer to note 1(b)).
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.
This interim financial report does not include the full disclosures of the type normally included in an annual financial report. Therefore, it cannot be expected to provide in full an understanding of the financial performance, financial position and cash flows of the Company as in the full financial report.
It is recommended that this half-year financial report is read in conjunction with the annual financial report for the year ended 30 June 2017 and any public announcements made by the Company during the half-year in accordance with the continuous disclosure requirements arising under the Corporations Act 2001 and the ASX Listing Rules.
The Accounting policies adopted in the preparation of this half-year financial report are consistent with those followed in preparation of the annual consolidated financial statements for the year ended 30 June 2017.
New and revised accounting standards and interpretations
The Company has adopted all of the new and revised Accounting Standards and Interpretations issued by the Australia Accounting Standards Board that are mandatory for the current reporting period. The adoption of these new and revised Accounting standards and Interpretations has not resulted in a significant or material change to the Company's accounting policies. Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted by the Company.
The company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors' Report) Instrument 2016/91, issued by the Australian Securities and Investments Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that Instrument to the nearest thousand dollars.
b) Incomplete records
To prepare this interim financial report, the Directors who were in office during the periods presented in this report have reconstructed the financial records of the Group using data extracted from the Group's accounting system for the entire financial period. However, there may be information that the Directors have not been able to obtain, the impact of which may or may not be material on this interim financial report.
NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2017
b) Incomplete records (continued)
These this interim financial report do not contain all the required information or disclosures in relation to transactions undertaken by the Company as this information is unascertainable due to the external administration process of the Company.
Consequently, and although the Directors have prepared this financial report to the best of their knowledge based on the information that is available to them, they are of the opinion that it is not possible to state that this financial report has been prepared in accordance with Australian Accounting Standards including Australian interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001, nor is it possible to state this financial report gives a true and fair view of the Group's financial performance for the half-year then ended.
c) Going concern
The financial report has been prepared on a going concern basis, which assumes continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. The Directors believe it is appropriate to prepare these accounts on a going concern basis because the DOCA effectuated on 24 October 2017 had the following financial effect:
- claims of the Company's creditors as at 24 October 2017 now reside within the Creditors' Trust;
- all cash at bank and any other assets at 24 October 2017 were transferred from the company to Receivers or the Creditors' Trust;
- on effectuation the final settlement of the DOCA contribution was $395,374;
The Company has subsequently completed the following transactions;
- completion of $5,000,000 capital raising (before costs) on 14 February 2018;
- completion of the acquisition of Timok Resources Pty Ltd on 20 February 2018;
- reinstatement on the ASX on the 23 February 2018;
The cash flow forecast indicates that based on completion of the capital raising as described above, the Company will have sufficient cash flows to meet all commitments and working capital requirements for a period of at least 12 months from the signing of this financial report. Accordingly, the Directors are satisfied that the going concern basis of the preparation is appropriate.
NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2017
NOTE 2: OPERATING SEGMENTS
Segment Information
Identification of reportable segments
The Group has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (the chief operating decision makers) in assessing performance and in determining the allocation of resources.
The operating segments were previously identified by management based on the nature of activities and the country of origin. The Company's previous operations have ceased. Accordingly, the financial information presented to the chief operating decision makers in consistent with that presented in the statement of profit and loss and other comprehensive income, statement of financial position and statement of cash flows.
NOTE 3: OTHER INCOME
On 11 February 2016, Macquarie Bank Limited ("Macquarie"), a secured creditor of the Company placed the Group into Voluntary Administration and Receivership. Mr Philip Campbell-Wilson and Mr Adam Nikitins of Ernst & Young were appointed as joint and several Voluntary Administrators. The appointment of the Voluntary Administrators ("Administrators") was made concurrently with the appointment of Mr Ryan Eagle and Mr Morgan Kelly of Ferrier Hodgson as Receivers and Managers ("Receivers") over the business and the assets of the Group. Following appointment of the Administrators and Receivers, the powers of the Company's officers (including Directors) were suspended and the receivers assumed control of the Company.
A DOCA was executed on 5 December 2016. The DOCA embodied a proposal by Otsana for the recapitalisation of the Company (Recapitalisation Proposal). The DOCA provided for the creation of a Creditors' Trust and an opportunity for the Company to be restructured. Under the DOCA, the claims of the Company's creditors as at 24 October 2017 now reside within the Creditors' Trust. The Voluntary Administrator was appointed as Deed Administrator and Trustee of the Creditors' Trust. The purpose of the DOCA was to facilitate a reconstruction and recapitalisation of the Company with a view to having the Company relisted on the ASX. On effectuation of the DOCA control of the Company reverted back to the directors.
The effectuation of the DOCA on 24 October 2017 had the following financial effect:
- claims of the Company's creditors as at 24 October 2017 now reside within the Creditors' Trust;
- all cash at bank and any other assets at 24 October 2017 were transferred from the company to Receivers or the Creditors' Trust; and
- on effectuation the final settlement of the DOCA contribution was $395,374;
This resulted in a debt release gain under the DOCA of $31,330,000 being recognised in the half year ended 31 December 2017 as detailed below:
| 31 December 2017 | 30 June 2017 | |
|---|---|---|
| $'000 | $'000 | |
| Other Income | ||
| -Settlement of DOCA on effectuation | (395) | - |
| -Payment pre DOCA effectuation | (1,856) | - |
| Assets transferred to the Creditors' Trust | (2,491) | - |
| Gain on creditor obligation released | 33,821 | - |
| Gain arising from Deed of Company Arrangement | 31,330 | - |
NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2017
| NOTE 4: TRADE AND OTHER PAYABLES | 31 December 2017 | 30 June 2017 |
|---|---|---|
| $'000 | $'000 | |
| Current | ||
| Trade payables | 395 | * |
| 395 | 11,063 | |
* The Group was placed into voluntary administration and receivership on 11 February 2016. As a result of this and as detailed in Note 1 (b), the Directors do not have access to sufficient information to enable this level of disclosure to be made.
NOTE 5: BORROWINGS
| 31 December 2017 | 30 June 2017 | |
|---|---|---|
| $'000 | $'000 | |
| Current | ||
| Bank loans | - | * |
| Hire purchase liabilities | - | * |
| Convertible notes | 100 | * |
| Total current borrowings | 100 | 22,758 |
(a) Secured liabilities
The total secured liabilities are as follows:
| Bank loans | - | * |
|---|---|---|
| Hire purchase liabilities | - | * |
| Total secured liabilities | - | 22,758 |
(b) Assets pledged as security
The bank loan and overdraft facility is secured by security cover all of the Group's property that it has at any time sufficient right, interests or powers to grant a security interests.
Macquarie as the Group's financier, has taken options over 15 million issued shares and a commercial property. These assets are provided by a private company under the control of former key management personnel of the group.
The carrying amounts of assets pledged as security for additional current and non-current borrowings are: The carrying amounts of assets pledge as security for additional current and non-current borrowings are:
Current
| Trade and other receivables | - | * |
|---|---|---|
| Total current assets pledged as security | - | * |
| Non-current | ||
| Property, plant and equipment | - | * |
| Total non-current assets pledged as security | - | * |
| Total assets pledged as security | - | * |
NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2017
NOTE 5: BORROWINGS (CONTINUED)
* The Group was placed into voluntary administration and receivership on 11 February 2016. As a result of this and as detailed in Note 1 (b), the Directors do not have access to sufficient information to enable this level of disclosure to be made.
| NOTE 6: ISSUED CAPITAL | Note | 31 December2017$'000 | 30 June2017$'000 |
|---|---|---|---|
| (a)Issued Capital: | |||
| Ordinary shares fully paid | 18,974 | 18,383 |
(b) Movement in ordinary share capital of the Company during the period was as follows:
| Number | $'000 |
|---|---|
| 252,915,402 | 18,383 |
| (244,484,889) | - |
| 8,430,513 | 18,383 |
| 32,000,000 | 640 |
| - | (49) |
| 40,430,513 | 18,974 |
NOTE 7: CONTINGENT LIABILITIES AND COMMITMENTS
Contingent Liabilities
The Company and its controlled entities have no known contingent liabilities as at 31 December 2017.
Commitments
The Company and its controlled entities have no known commitments as at 31 December 2017.
NOTE 8: EVENTS SUBSEQUENT TO REPORTING DATE
On 8 January 2018 the Company's shareholders approved at its General Meeting:
- re-election of Mr Michael Davy, Mr Nicholas Young and Ms Kyla Garic as Directors; and
- The special business and all associated resolutions were passed as follows;
- o 250,000,000 fully paid ordinary shares at an issue price of $0.02 per share under the Public Offer;
- o 75,000,000 fully paid ordinary shares and 200,000,000 performance shares to the vendors of Timok Resources Pty Ltd under the Consideration Offer;
- o 40,000,000 fully paid ordinary shares and 13,000,000 options under the Facilitator Offer;
- o 32,000,000 free attaching options under the Attaching Options Offer; and
- o 5,000,000 fully paid ordinary shares and 5,000,000 options under the Convertible Notes Offer.
On 8 January 2018, it was announced that ASX has extended the Company's de-listing deadline to the commencement of trading on 13 March 2018. The extension was granted on the basis that the Company is in the final stages of completing the acquisition of Timok Resources Pty Ltd.
On 15 January 2018, the Company announced that the public offer pursuant to the Prospectus dated 13 December 2017 was over subscribed, with the Company accepting applications for $5 million.
NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2017
NOTE 8: EVENTS SUBSEQUENT TO REPORTING DATE (continued)
On 20 February 2018, the Company announced that it has completed its acquisition of the highly prospective Copper Gold licenses located in the world class Tethyan Belt in Serbia, through the acquisition of 100% of the issued capital of Timok Resources Pty Ltd.
On 20 February 2018, the Company has changed its name from A.C.N 009 161 522 Limited (ASX:SZG) to Raiden Resources Limited (ASX:RDN) with effect from 19 February 2018.
On 20 February 2018, the Company appointed Mr Dusko Ljubojevic as the Managing Director and Mr Martin Pawlitschek as Non-Executive Director. Ms Kyla Garic has resigned as Non-Executive Director.
On 23 February 2018, the shares of the company were reinstated on ASX.
DIRECTORS' DECLARATION
-
- In the opinion of the Directors:
- a) As set out in note 1(b), although the current Directors have prepared the financial statements and notes thereto to the best of their knowledge based on the information made available to them, they are of the opinion that it is not possible to state that the half-year financial statements and notes thereto are in accordance with the Corporations Act 2001, including:
- (i) giving a true and fair view of the Company's financial position as at 31 December 2017 and of its performance for the half-year ending on that date; and
- (ii) complying with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001.
-
- There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable subject to the future events disclosed in note 1(c) occurring.
This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the Directors by
Michael Davy Non-Executive Chairman Dated 27 February 2018

INDEPENDENT AUDITOR'S REVIEW REPORT TO THE MEMBERS OF RAIDEN RESOURCES LIMITED
We were engaged to review the accompanying half-year financial report of Raiden Resources Limited, which comprises the statement of financial position as at 31 December 2017, 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 summary of significant accounting policies and other explanatory information, and the directors' declaration.
Directors' Responsibility for the Half-Year Financial Report
The directors are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express a conclusion on the half-year financial report based on our review. However, because of the matter described in the Basis for Disclaimer Conclusion section of our report, we were not able to complete our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity. As the auditor of Raiden Resources Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.
A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Independence
In conducting our review, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of Raiden Resources Limited, would be in the same terms if given to the directors as at the time of this auditor's review report*.*

Basis for Disclaimer Conclusion
Raiden Resources Limited was placed into voluntary administration and receivership on 11 February 2016 until the effectuation of the deed of company arrangement on the 24 October 2017. We were unable to obtain sufficient appropriate evidence to verify the amounts disclosed in the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the period 1 July 2017 to 23 October 2017. As a result, we were unable to determine whether any adjustments to these amounts were necessary.
Disclaimer Conclusion
Because of the significance of the matter described in the Basis for Disclaimer Conclusion section of our report, we do not express a conclusion as to whether the half-year financial report of Raiden Resources Limited is in accordance with the Corporations Act 2001, including:
- (a) giving a true and fair view of the company's financial position as at 31 December 2017 and of its performance for the half-year ended on that date; and
- (b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.
RSM AUSTRALIA PARTNERS
Perth, WA TUTU PHONG Dated: 27 February 2018 Partner