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VOLT RESOURCES LIMITED Interim / Quarterly Report 2011

Mar 13, 2011

66019_rns_2011-03-13_003a2c6b-eb02-44fe-ab2a-111595ead7a6.pdf

Interim / Quarterly Report

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Mozambi Coal Limited (Formerly RTL Corporation Limited) A B N 2 8 1 0 6 3 5 3 2 5 3

Interim Financial Report for the half-year ended 3 1 D e c e m b e r 2 0 1 0

MOZAMBI COAL LIMITED

A B N 2 8 1 0 6 3 5 3 2 5 3

Page
Corporate Directory 1
Directors’ report 2
Auditor’s independence declaration 4
Independent Auditor’s review report 5
Directors’ declaration 7
Condensed consolidated statement of comprehensive 8
income
Condensed consolidated statement of financial position 9
Condensed consolidated statement of changes in equity 10
Condensed consolidated statement of cash flows 11
Notes to the financial statements 12

MOZAMBI COAL LIMITED

A B N 2 8 1 0 6 3 5 3 2 5 3

Corporate Directory

Directors

Mr Michael Griffiths –Non-executive Chairman Mr Shiv Madan – Managing Director Mr Alex Neuling – Executive Director Mr Robert Hemphill –Non-executive Director

Auditors

HLB Mann Judd Level 4, 130 Stirling Street Perth WA 6000

Share Registry

Company Secretary

Mr Alex Neuling

Advanced Share Registry Services 150 Stirling Highway Nedlands, WA 6009 Tel: (+618) 9389 8033

Registered and Principal Administration Office

Level 3, 3 Ord Street WEST PERTH WA 6005 PO Box 1156 PO Box 1140 WA 6872 Nedlands WA 6909

Solicitors

Steinepreis Paganin Level 4, 16 Milligan Street Perth WA 6000

Bankers

National Australia Bank Limited Ground Floor, 50 St Georges Terrace Perth WA 6000

Website

www.mozambicoal.com

Securities Exchange Listing

Australian Securities Exchange Home Exchange: Perth, Western Australia Code: MOZ

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MOZAMBI COAL LIMITED A B N 2 8 1 0 6 3 5 3 2 5 3

Directors’ Report

The Directors of Mozambi Coal Limited present their report on the Consolidated Entity consisting of Mozambi Coal Limited (“the Company” or “MCL”) and the entities it controlled during the half-year ended 31 December 2010 (“Consolidated Entity” or “Group”).

Directors

The names of the Directors of MCL in office during the half-year and until the date of this report are:

Mr Michael Griffiths –Non-executive Chairman Mr Shiv Madan – Managing Director (appointed 1 March 2011) Mr Alex Neuling – Executive Director Mr Robert Hemphill – Non-Executive Director

Principal Activities

During the period the principal activities of the Consolidated Entity were related to the progression of its option to acquire Dugal Pty Ltd (“Dugal”). Dugal holds an interest in two mineral licences in the sought-after Zambeze coal Basin deposits in Mozambique. This transaction was completed during February 2011.

Review of Operations & Changes in State of Affairs

On 18 August 2010 the Company advised that legal and technical due diligence relating to the Company’s call option agreement with Dugal shareholders had been successfully concluded and that the Company had provided notice of exercise of that option, subject to conditions precedent including shareholder approval and reinstatement to trading of the Company’s securities following recompliance with the ASX Listing Rules.

Subsequently, on 30 November 2010, Shareholders voted overwhelmingly to approve the acquisition of Dugal and a change in the Company’s activities to become a coal exploration company. Shareholders also approved a number of other transactions, including the consolidation of the Company’s capital on the basis of one new share for every ten shares previously held, the appointment of Mr Shiv Madan to the Board and a performance rights incentive plan. In accordance with the Listing Rules, following approval of the change in activities, trading in the Company’s shares was suspended, pending recompliance with Listing Rules 1 & 2.

Shortly afterwards the Company lodged a prospectus to raise up to $4,000,000 at an issue price of $0.20 per share (including maximum oversubscriptions) which closed heavily oversubscribed.

Results

The Consolidated Entity recorded a loss after tax for the half-year ended 31 December 2010 of $996,577 (2009: $67,357).

Subsequent Events

During February 2011 the Company received conditional approval from ASX for its securities to be reinstated to official quotation and the Company issued 41,000,000 new fully paid ordinary shares, 5,000,000 performance shares to complete the acquisition of Dugal and the Prospectus capital raising. In addition 2,250,000 Performance Rights were issued to Directors. The Company’s securities were reinstated to trading on 1 March 2011.

There has not been any matter or circumstance, other than as referred to above or matters disclosed elsewhere in this report, the financial statements or notes thereto, that has arisen since the end of the financial period, that has significantly affected, or may significantly affect, the operations of the Consolidated Entity, the results of those operations, or the state of affairs of the Consolidated Entity in future financial years.

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MOZAMBI COAL LIMITED A B N 2 8 1 0 6 3 5 3 2 5 3

Directors’ Report

Future Developments

Other than as disclosed herein, the Directors believe that disclosure of further information regarding likely developments in the operations of the Consolidated Entity in future financial years and the expected results of those operations is likely to result in unreasonable prejudice to the Consolidated Entity. Accordingly, such information has not been disclosed in this report.

Auditor’s Independence Declaration

The Auditor’s independence declaration is included on page 4 of the half-year financial report.

Signed in accordance with a resolution of the Directors made pursuant to s.306 (3) of the Corporations Act 2001.

On behalf of the Directors

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ALEX NEULING

Director

Perth, Western Australia 14 March 2011

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MOZAMBI COAL LIMITED A B N 2 8 1 0 6 3 5 3 2 5 3

Auditor’s Independence Declaration

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As lead auditor for the review of the financial report of Mozambi Coal Limited (Formerly RTL Corporation Limited) for the half-year ended 31 December 2010, I declare that to the best of my knowledge and belief, there have been no contraventions of:

a) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

b) any applicable code of professional conduct in relation to the review.

Perth, Western Australia 14 March 2011

N G NEILL Partner, HLB Mann Judd

HLB Mann Judd (WA Partnership) ABN 22 193 232 714

Level 4 130 Stirling Street Perth 6000 PO Box 8124 Perth BC 6849 Western Australia. Telephone +61 (08) 9227 7500. Fax +61 (08) 9227 7533. Email: [email protected]. Website: http://www.hlb.com.au Liability limited by a scheme approved under Professional Standards Legislation

HLB Mann Judd (WA Partnership) is a member of International, a world-wide organisation of accounting firms and business advisers

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MOZAMBI COAL LIMITED

A B N 2 8 1 0 6 3 5 3 2 5 3

Independent Auditor’s Review Report

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INDEPENDENT AUDITOR’S REVIEW REPORT

To the members of Mozambi Coal Limited (Formerly RTL Corporation Limited)

Report on the Condensed Half-Year Financial Report

We have reviewed the accompanying half-year financial report of Mozambi Coal Limited (“the Company”) which comprises the condensed statement of financial position as at 31 December 2010, the condensed statement of comprehensive income, condensed statement of changes in equity and condensed statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory notes and the directors’ declaration of the consolidated entity comprising the Company and the entities it controlled at the half-year end or from time to time during the half-year.

Directors’ Responsibility for the Half-Year Financial Report

The directors of the Company 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 control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the 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 2010 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 Mozambi Coal 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.

HLB Mann Judd (WA Partnership) ABN 22 193 232 714 Level 4 130 Stirling Street Perth 6000 PO Box 8124 Perth BC 6849 Western Australia. Telephone +61 (08) 9227 7500. Fax +61 (08) 9227 7533. Email: [email protected]. Website: http://www.hlb.com.au

Liability limited by a scheme approved under Professional Standards Legislation HLB Mann Judd (WA Partnership) is a member of International, a world-wide organisation of accounting firms and business advisers

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MOZAMBI COAL LIMITED

A B N 2 8 1 0 6 3 5 3 2 5 3

Independent Auditor’s Review Report

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Independence

In conducting our review, we have 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 Mozambi Coal 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 2010 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 .

HLB MANN JUDD Chartered Accountants

Perth, Western Australia 14 March 2011

N G NEILL Partner

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MOZAMBI COAL LIMITED A B N 2 8 1 0 6 3 5 3 2 5 3

Directors’ Declaration

The Directors declare that:

  • (a) The financial statements of the Consolidated Entity and notes thereto are in accordance with the Corporations Act 2001, and

  • i. give a true and fair view of the Consolidated Entity’s financial position as at 31 December 2010 and of its performance for the half-year ended on that date; and

  • ii. comply with Accounting Standard AASB 134 “Interim Financial Reporting” and the Corporations Regulations 2001; and

  • (b) in the Directors’ opinion there are reasonable grounds to believe that the Company will be able to pay its debts as when they become due and payable.

This declaration is signed in accordance with a resolution of the Directors made pursuant to s.303(5) of the Corporations Act 2001.

On behalf of the Directors

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ALEX NEULING

Director

Perth, Western Australia 14 March 2011

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MOZAMBI COAL LIMITED

A B N 2 8 1 0 6 3 5 3 2 5 3

Condensed Consolidated Statement of Comprehensive Income For the half-year ended 31 December 2010

2010
$
2009
$
CONTINUING OPERATIONS
Revenue
Operating costs
Office costs
Corporate management costs
Corporate compliance costs
Finance costs
Share based payments
Foreign exchange loss
Other expenses from ordinary activities
Loss from ordinary activities before income tax
Income tax expense
Loss for the half-year from continuing operations
DISCONTINUED OPERATIONS
Gain / (loss) for the half-year from discontinued operations
9
Loss for the half-year
Other comprehensive income
Total comprehensive loss for the half-year
Lossper share
15,952
-
(16,882)
(113,821)
(133,435)
-
(70,500)
(76,325)
(112,330)
(507,341)
-
(507,341)
(489,236)
(996,577)
-
(996,577)
13,864
(132,687)
(7,274)
(52,425)
(75,075)
(1,008)
-
-
(9,752)
(264,357)
-
(264,357)
197,000
(67,357)
-
(67,357)
Basic loss per share (cents per share)
Basic loss per share from continuing operations (cents per share)
Basic loss per share from discontinued operations (cents per share)
(1.54)
(0.78)
(0.76)
(0.20)
(0.70)
0.50

The above condensed consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

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MOZAMBI COAL LIMITED

A B N 2 8 1 0 6 3 5 3 2 5 3

Condensed Consolidated Statement of Financial Position As at 31 December 2010

Assets
Note
31 Dec 2010
$
30 June 2010
$
Current assets
Cash and cash equivalents
Trade and other receivables
Assets classified as held for sale
3
Total current assets
Non-current assets
Property, plant and equipment
Trade and other receivables
Total non-current assets
Total assets
Liabilities
4,608,575
147,377
280,000
5,035,952
-
416,739
416,739
5,452,691
1,421,581
88,840
667,466
2,177,887
176,798
-
176,798
2,354,685
Current liabilities
Trade and other payables
Shares to be issued
4
Total current liabilities
Total liabilities
Net assets
Equity
134,973
4,000,000
4,134,973
4,134,973
1,317,718
111,628
-
111,628
111,628
2,243,057
Issued capital
5
Reserves
Accumulated losses
Total equity
20,719,169
455,769
(19,857,220)
1,317,718
20,718,431
385,269
(18,860,643)
2,243,057

The above condensed consolidated statement of financial position should be read in conjunction with the accompanying notes.

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MOZAMBI COAL LIMITED

A B N 2 8 1 0 6 3 5 3 2 5 3

Condensed Consolidated Statement of Changes in Equity

For the half-year ended 31 December 2010

Note
Share Capital
2010
$
2009
$
At the beginning of period
Shares issued
Issue costs
Shares cancelled or redeemed
At the end of the period
5
Share-Based Payment Reserve
20,718,431
65,000
(64,262)
-
20,719,169
19,086,488
169,338
-
(197,128)
19,058,698
At the beginning of period
Share based payments expense
At the end of the period
Accumulated losses
385,269
70,500
455,769
385,269
-
385,269
At the beginning of period
Loss for the half-year
At the end of the period
Total Equity
(18,860,643)
(996,577)
(19,857,220)
(18,164,487)
(67,357)
(18,231,844)
At the beginning of the period
At the end of the period
2,243,057
1,317,718
1,307,270
1,212,123

The above condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

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MOZAMBI COAL LIMITED

A B N 2 8 1 0 6 3 5 3 2 5 3

Condensed Consolidated Statement of Cash Flows

For the half-year ended 31 December 2010

2010
$
2009
$
Cash flows from operatingactivities
Payments to suppliers and employees (515,019)
-
(515,019)
(187,523)
72,800
Income tax receipts
Net cash outflow from operatingactivities (114,723)
Cash flows from investingactivities
Payments for property, plant & equipment -
174,668
19,672
(416,739)
(222,399)
(15,706)
94,243
13,966
-
Proceeds from disposal of assets classified as held for sale
Interest received
Loans advanced to 3rd parties
Net cash inflow/ (outflow)from investingactivities 92,503
Cash flows from financingactivities
Proceeds from issue of shares 65,000
4,000,000
(64,263)
-
4,000,737
3,263,319
1,421,581
(76,325)
4,608,575
169,338
153,362
-
(10,646)
Proceeds from share applications – shares not issued at balance date
Less issue costs
Cost of unmarketableparcels sale
Net cash inflow from financingactivities 312,054
289,834
120,205
-
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Effects of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at the end of the period 410,039

The above condensed consolidated statement of cash flows should be read in conjunction with the accompanying notes.

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MOZAMBI COAL LIMITED A B N 2 8 1 0 6 3 5 3 2 5 3

Notes to the Condensed Consolidated Financial Statements

For the half-year ended 31 December 2010

1. Basis of preparation of half-year report

This general purpose financial report for the interim half-year reporting period ended 31 December 2010 has been prepared in accordance with Australian Accounting Standard 134 Interim Financial Reporting and the Corporations Act 2001, Accounting Interpretations and other authoritative pronouncements of the Australian Accounting Standards Board. Compliance with AASB 134 ensures compliance with IAS 34 Interim Financial Reporting.

This interim report does not include all the notes of the type normally included in an annual financial report. Accordingly, this interim financial report is to be read in conjunction with the annual report for the year ended 30 June 2010 and any public announcements made by the Company during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

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

(a) Adoption of new and revised Accounting Standards

In the half-year ended 31 December 2010, the Group has reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to its operations and effective for annual reporting periods beginning on or after 1 July 2010.

It has been determined by the Group that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on its business and, therefore, no change is necessary to Group accounting policies.

The Group has also reviewed all new Standards and Interpretations that have been issued but are not yet effective for the half-year ended 31 December 2010. As a result of this review the Directors have determined that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on its business and, therefore, no change necessary to Group accounting policies.

(b) Critical accounting judgements and key sources of estimation uncertainty

The application of accounting policies requires the use of judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. Specifically, in the half-year ended 31 December 2010, the carrying value of assets held for sale ($280,000) reflects the Board’s assessment of likely recoverable value less costs to sell based on various assumptions and expectations regarding future events. As such, the carrying value is necessarily subjective in nature and may be subject to revision based on actual circumstances and events.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognised in the period in which the estimate is revised if it affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

2. Dividends

No dividend has been paid or is proposed in respect of the half-year ended 31 December 2010 (2009: None).

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MOZAMBI COAL LIMITED A B N 2 8 1 0 6 3 5 3 2 5 3

Notes to the Condensed Consolidated Financial Statements

For the half-year ended 31 December 2010

3. Assets classified as available for sale

Movements in assets classified as available for sale during the current and prior periods were as follows:

31 Dec 2010
30 June 2010
Balance at beginning of period 667,466
801,667
Depreciation (60,864)
-
Impairment(i) (353,400)
(87,599)
Disposals (150,000)
(46,602)
Transfers fromplant and equipment 176,798
-
Balance at end of period 280,000
667,466

(i) Following the approval by shareholders of a change to the Company’s activities on 30 November 2010 an impairment expense has been recognised to write assets related to the Mine Mixers business down to their expected recoverable value on an expedited disposal basis

4. Shares to be issued

31 Dec 2010 30 June 2010
Shares to be issued at period end 4,000,000 -

During December 2010 the company issued a prospectus to raise $3,000,000. The offer was fully subscribed and oversubscriptions of $1,000,000 were also accepted. As at 31 December 2010 the funds had been received in full, however the shares were not issued until February 2011.

5. Contributed Equity

Movements in share capital during the current and prior periods were as follows:

Share Capital

Share Capital
Number $
Ordinary Shares
As at 1 July 2009 387,926,289 19,086,488
Shares issued (tranche 1 of placement) 33,867,628 169,338
Shares cancelled/redeemed (49,250,000) (197,000)
As at 31 December 2009 372,543,917 19,058,826
Share issue (tranche 2 of placement part 1) 174,123,662 870,618
Share issue (tranche 2 of placement part 2) 52,275,000 261,375
Options exercised 46,633,145 599,497
Costs of issue - (71,885)
As at 30 June 2010 645,575,724 20,718,431
Options exercised 5,000,000 65,000
1:10 Share consolidation (585,517,992) -
Costs of issue# - (64,262)
As at 31 December 2010 65,057,732 20,719,169

Includes costs relating to shares yet to be issued at balance date

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MOZAMBI COAL LIMITED

A B N 2 8 1 0 6 3 5 3 2 5 3

Notes to the Condensed Consolidated Financial Statements

For the half-year ended 31 December 2010

5. Contributed Equity (continued)

Options

The Company had the following classes of options on issue as at balance date:

2010 Exercise Price Expiry Date
No.
10,350,000 20c 31/12/2011

The options are not listed and carry no dividend or voting rights. Upon exercise, each option is convertible into one ordinary share to rank pari passu in all respects with the Company’s existing fully paid ordinary shares

Performance Rights

On 30 November 2010, Shareholders approved the issue of 2,250,000 performance rights (“Rights” on a postconsolidation basis) to members of the Board. As at balance date the Rights had not been issued, however a share-based payment expense of $70,500 had been recognized upon approval being granted.

  1. Events occurring after the balance date During February 2011 the Company received conditional approval from ASX for its securities to be reinstated to official quotation and the Company issued 41,000,000 new fully paid ordinary shares, 5,000,000 performance shares to complete the acquisition of Dugal and the Prospectus capital raising. In addition 2,250,000 Performance Rights were issued to Directors. The Company’s securities were reinstated to trading on 1 March 2011.

There has not been any matter or circumstance, other than as referred to above or matters disclosed elsewhere in this report, the financial statements or notes thereto, that has arisen since the end of the financial period, that has significantly affected, or may significantly affect, the operations of the Consolidated Entity, the results of those operations, or the state of affairs of the Consolidated Entity in future financial years.

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MOZAMBI COAL LIMITED

A B N 2 8 1 0 6 3 5 3 2 5 3

Notes to the Condensed Consolidated Financial Statements

For the half-year ended 31 December 2010

7. Segment Information

Description of segments

Management has determined the operating segments based on the reports reviewed by the Board. The Board considers the business based on activity and geographical location of each segment and has determined that there are two reportable segments being coal exploration in Mozambique and discontinued mining services. Transactions of a non-core, one off nature or as part of business combinations have been disclosed as corporate unallocated segments.

Segment information provided to the board

The segment information provided to the Board for the reportable segments for the half-year ended 31 December 2010 is as follows:

Half-year 2010 Mozambique Discontinued Corporate Intersegment Consolidated
Coal mining services unallocated eliminations
Segment - 3,720 15,952 - 19,672
revenue
Segment result - (489,236) (507,341) - (996,577)
Segment assets 416,739 431,163 5,448,838 (844,049) 5,452,691
Half-year 2009 Mozambique Discontinued Corporate Intersegment Consolidated
Coal mining services unallocated eliminations
Segment - - 13,864 - 13,864
revenue
Segment result - 197,000 (264,357) - (67,357)
Segment assets - 1,144,759 1,641,091 (1,230,758) 1,555,092

8. Commitments and contingencies

The Company had no material commitments at balance date.

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MOZAMBI COAL LIMITED

A B N 2 8 1 0 6 3 5 3 2 5 3

Notes to the Condensed Consolidated Financial Statements

For the half-year ended 31 December 2010

9. Discontinued Operations

On 30 November 2011, shareholders approved a change in activities to become a Coal exploration company.

The loss from discontinued operations for the 6 months to 31 December 2010 is attributable to the wind down of the Mine Mixers business.

No other material transactions relating to discontinued operations occurred during the current or prior period.

Disclosures in relation to the discontinued business are as follows:

31 Dec 2010
31 Dec 2009
Revenue 3,720
197,000
Impairment and depreciation (414,264)
-
Other expenses (78,692)
-
Profit/(Loss) before tax from discontinued operations (489,236)
197,000
Income tax expense -
-
Profit/(Loss)from discontinued operations (489,236)
197,000
Cash flows from discontinued operations
Net cash flows outflow from operating activities (31,026)
-
Net cash flows outflow from investing activities 178,388
-
Net cash flows outflow from financingactivities -
-
Net cash flows 147,388
-

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