Alara Resources Limited
Annual Report 2014

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2014 ANNUAL REPORT CONTENTS About Us Chairman’s Letter Managing Director’s Letter Board of Directors Management Team Technical & Compliance Our People Company Projects Overview Khnaiguiyah Project Oman Projects Our Contractors Financial Year 2014 Milestones Achieved Financial Summary Key Financial Numbers FY2015 Projected Milestones Directors’ Report Auditors’ Independence Declaration Consolidated Statement of Profit and Loss and Other Comprehensive Income Consolidated Statement of Financial Position 01 02 03 04 06 07 09 10 14 28 38 39 40 40 41 42 64 65 66 Consolidated Statement of Changes in Equity 67 Consolidated Statement of Cash Flows 68 Notes to the Consolidated Financial Statements 69 Directors’ Declaration Independent Auditors’ Report JORC Competent Persons Statements Annual Mineral Resources Statements Forward Looking Statements Securities Information Corporate Directory 102 103 106 106 106 107 111 www.alararesources.com ABN 27 122 892 719 Mission Statement To become a mid-tier mineral producer with a focus on mineral deposits and projects in the Middle East region. Alara will deliver maximum shareholder value through profitable growth, development of low cost operations and through stability and sustainability over time. Core Values Excellence Alara will pursue excellence and will strive for relevant best practice combined with a fit-for-purpose approach through continuous improvement and teamwork in all aspects of our business. To achieve our goals we will ensure our employees and business partners have the appropriate skills and resources to perform their work effectively and efficiently. We will foster an open and supportive environment in all activities and relationships. Respect Alara will show consideration for and value our employees, our Joint Venture and other business partners, our customers, our suppliers, our communities and governments, and the social and physical environment in which we operate. Integrity Alara and its employees are committed to fairness and honesty and will operate with transparency and accountability at all levels of the business. About Us 01 Daris/Washihi Copper-Gold Project (Oman) Khnaiguiyah Zinc-Copper Project (Saudi Arabia) Corporate Office (Perth, Australia) Alara has demonstrated its capability as a mineral resource developer. With a completed Definitive Feasibility Study on its flagship Khnaiguiyah Zinc-Copper Project in Saudi Arabia and an advanced and comprehensive Scoping Study for its Daris/Washihi Copper- Gold Project in Oman the Company is poised to transition to a mine builder and operator. Annual Report 2014 ALARA RESOURCES LIMITED 02 Chairman’s Letter The 2014 financial year has been a mixed period of overall frustration offset by progress on project optimisation, consolidation and costs management for Alara as it prepares itself for the transition to becoming a mine developer and operator. Ian J Williams, AO Non-Executive Chairman Low key optimisation studies have been conducted throughout the year for the Khnaiguiyah Project particularly in areas of finance options, technical enhancement and risk reduction. With this work and the strengthening zinc price the Project economics have been enhanced. Whilst the current environment creates short-term development and cost management challenges, the Company expects to progress the Khnaiguiyah Project and continues to evaluate ways to extract value from our remaining project portfolio in a financially prudent manner. The Company is well placed to move into the next phase of financing and mine development. On behalf of the Board, I would like to thank our shareholders, employees and other stakeholders for their continued support, dedication and commitment to Alara. We look forward to continuing to work towards attaining our objectives and delivering value to our shareholders over the next 12 months. Ian J Williams, AO Non-Executive Chairman Dear Shareholder In the first instance FY 2014 was one of frustration as the company continued with its efforts to move the Khnaiguiyah Zinc-Copper Project forward. Despite extensive negotiations and an agreed Heads of Agreement (HoA) with our Saudi Arabian Joint Venture partners they did not transfer the mining licence to the joint venture company Khnaiguiyah Mining Company as was required by the HoA. Efforts to overcome the impasse are continuing as we receive ongoing strong support and advice from His Royal Highness Prince Abdullah and his principle advisor Mr Jim Phipps on both the impasse itself, as well as alternative ways of moving the Project forward. Despite this project delay in Saudi Arabia and the inherent frustration, the Company moved forward with its internal preparations at the corporate level, with the restructuring of the Board through the key appointments of Mr Philip Hopkins as Managing Director, and Mr John Hopkins and HRH Prince Abdullah bin Mosaad bin Abdulaziz Al Saud as Non-Executive Directors. Throughout the year a small but effective management team has also been assembled and consolidated to meet the challenges and opportunities ahead. Alara’s cash position was materially enhanced during the year by two successful applications under the Australian Federal Government’s Research and Development Tax Incentive Scheme for refunds amounting to a total of AU$4.39m received in September 2013 (for 2012 financial year) and January 2014 (for the 2013 financial year). As a result of focused cost conservation initiatives the last half of the year also saw reductions in monthly operating expenditure. Additionally, the company flagged the possibility of divesting its interest in the Oman copper assets and has held discussions with several interested parties. Technical review, analysis and innovation have improved the value of these assets and the final decision for this project has been deferred pending the outcome of the current market review and assessment. ALARA RESOURCES LIMITED Annual Report 2014 Managing Director’s Letter It has been a year of contrasting realities for Alara and the 2015 financial year will be an important one for the Company Dear Shareholder Our Chairman has touched on the Company’s frustration with its inability to progress our Khnaiguiyah Zinc-Copper Project in Saudi Arabia, despite having a completed and robust Definitive Feasibility Study (DFS) in hand. Set alongside this was the further definition of potential significant upsides in each of Alara’s two projects, while the Board and Management Team were also restructured, and the staff structure and systems adjusted to prepare to progress both of our projects to their next stages of development. There have been a number of “hidden gems” or “silver linings” from the past year that are also worth reflecting on. During the 2014 financial year Alara achieved a number of important operational milestones, most notably we were able to negotiate a “solution” or agreement with our Saudi Arabian Joint Venture (JV) partners for the Khnaiguiyah Project that dealt with all the historic “liabilities” and also outlined an equity solution to move forward from an untenable 50/50 equity agreement between the parties to a 60/40 arrangement. Although our JV partners have not in the end honoured this agreement, it did give the Company a very definitive and clear picture of where were are at with the Khnaiguiyah Project and thus allowed us to plan an alternative and appropriate approach to progress the Project beyond this impasse. We took this period of delay to investigate some of the opportunities and upsides in the Project itself while simultaneously gaining further clarity on the two material risks: water access; and mining and exploration licencing. We also further expanded our in-country stakeholder relationships and support in the Kingdom of Saudi Arabia. Concurrently, in Oman we took the previous assessment work on the Daris/Washihi Project and expanded this into a full Options Analysis which was then progressed to an advanced and comprehensive Scoping Study. As a result, this project is now ready to move to the next phase of development once financial support is in place. 03 Philip H Hopkins Managing Director The 2015 financial year will be an important one for Alara. Some short-term delays on the Khnaiguiyah Project are anticipated, but the Project upside and potential for the future continues to compel the Company to strive to achieve the most appropriate solution to bring the Project to fruition. Through good fortune and solid technical work we have a robust zinc mine project heading into a 10 year high zinc price cycle in a market that has high quality Project Directors and EPC firms ready to take on their next project. In turn the work on the Oman projects to date has been to a very high level and has set us up very well to possibly move the combined Daris/Washihi Project into the Pre-Feasibility (PFS) phase and beyond. The Company is very focused and ready to take these next steps in both projects. The success of any Company, and thus its projects, and the resulting benefits to its shareholders is dependent on the people associated with it. Alara has a dedicated team of professionals in Australia, Saudi Arabia and Oman. Our Board, Management and Staff are of the highest standard and bring with them the skills, experience and motivation to take the Company through its transformation from a mineral resource explorer to a mine builder and operator. Externally we have been exceptionally fortunate and are very appreciative of our strong and supportive set of key shareholders, as well as critical in-country stakeholder support and encouragement. The true strength of Alara lies in the combination of its two high quality projects, its Board and staff, in association with these other key individuals and groups. The net result is what we envisage will be a “breakout year” for Alara in FY2015! Philip H Hopkins Managing Director Annual Report 2014 ALARA RESOURCES LIMITED 04 Board of Directors Ian J Williams, AO Non-Executive Chairman BE (Elec), FAusIMM, FIEAust Mr Williams was awarded an Officer of the Order of Australia (AO) in June 2010 for distinguished service to the Indigenous community of Western Australia and Queensland through the establishment of training programmes providing sustainable employment in the mining industry, the promotion of social responsibility and as a supporter of business development initiatives. As Managing Director of Century Zinc Ltd, Mr Williams was responsible for planning and bringing on stream the Century lead/ zinc mine in north western Queensland. Producing some 7% of the world’s demand for zinc concentrate, the Century mine is one of the largest zinc mines in the world. He was, until July 2011, Chairman of the Port Hedland Port Authority. Mr Williams’s diverse experience includes executive management of open cut and underground mining operations, brownfield expansions and new major mining projects. He was responsible for the establishment of two iron ore mines and associated infrastructure for Hamersley Iron. He has also assisted the West Australian Government in the facilitation of a major new port and rail infrastructure project in the State’s Mid-West Region. Mr Williams is Chairman of the Remuneration and Nomination Committee and Member of the Audit Committee. Philip H Hopkins Managing Director BSc (Mining Engineering), MBA, P.Eng, MAusIMM, MCIM Mr Hopkins has +30 years’ experience in the mining industry in leadership roles across operations, projects, commercial and executive matters. Mr Hopkins is a mining engineer and is also a registered professional engineer in Canada, South Africa, Papua New Guinea and Australia and a Competent Person under the JORC Code. He also holds a First Class Mine Manager status in several jurisdictions domestically and abroad. Mr Hopkins’ career has included work with Cominco Limited, Falconbridge Limited, Placer Dome Inc., BHP Billiton Limited and St Barbara Limited and has included international postings in Canada, Papua New Guinea, South Africa, Brazil and Australia. He has mining experience in base metals (copper and nickel), gold and iron ore. John Hopkins Non-Executive Director LLB, FAICD Mr Hopkins has almost 30 years’ experience on the board or as chairman of more than 20 public listed companies (in Australia, UK and Canada) and as such has been involved in the financing and development (and subsequent Merger and Acquisition activities) of many gold, base metal, energy (coal and oil and gas), mineral sands and other resources projects in Australia, Africa, Asia, Europe and North America as well as industrial and manufacturing companies. He is currently Chairman of developing tungsten and tin producer Wolf Minerals Limited (ASX: WLF) where he has overseen significant debt and equity raisings to take the Hemerdon Project into full development and South African based coal producer Universal Coal Plc (ASX: UNV) which also recently secured major debt and equity funding. Mr Hopkins is Chairman of the Audit Committee and Member of the Remuneration and Nomination Committee. ALARA RESOURCES LIMITED Annual Report 2014 05 His Royal Highness Prince Abdullah bin Mosaad bin Abdulaziz Al Saud Non-Executive Director BEng. (Industrial) (Hons), MEng HRH Prince Abdullah is the Chairman of The Saudi Paper Manufacturing Company (SPM) which he established in 1989 and floated on the Saudi Stock Exchange (Tadawul) in 2006. SPM has one of the largest waste paper collection, recycling, manufacturing and converting (consumer tissue paper products) operations in the Middle East with SAR800m annual turnover and a SAR1.3b market capitalisation. HRH Prince Abdullah is keen to be a part of and to assist in the advancement of Alara’s flagship Khnaiguiyah Project in Saudi Arabia. HRH feels the development of this Project of is strategic importance to the country in terms of support of the nation’s mining industry as well as for local industry, expertise and the workforce. James D Phipps Alternate Director for HRH Prince Abdullah B.A. (Philosophy), J.D. (Law) Mr Phipps is a strategic advisor, business executive, and lawyer with extensive international and Middle East experience. Mr Phipps currently serves as Co- Chairman of Sheffield United Football Club, the first “United” and the first association football club worldwide and a founding member of the English Premiere League. Mr Phipps co-chairs Blades Leisure Limited, which holds SUFC and other operating companies, including security and event management companies. He chairs Shout TV, Inc., a Lindon, Utah, based sports entertainment business and serves as principal advisor to His Royal Highness Prince Abdullah bin Mosaad bin Abdulaziz Al Saud, providing strategic advice relative to a worldwide portfolio of businesses, properties and investments. He sits on the board of the publicly listed Saudi Paper Manufacturing Company (Tadawul: 2300), the leading manufacturer of tissue paper products in the Gulf Region. Mr Phipps has experience in corporate turnarounds and has served as chief executive or general manager at a number of companies in a turn-around capacity. He brings experience to the board in the context of Alara’s Middle East and G.C.C. endeavours. Annual Report 2014 ALARA RESOURCES LIMITED 06 Management Team Justin Richard Executive Director for Alara’s Saudi & Oman operations LLB (UWA), Grad Dip Corporate Governance FGIA, FCIS, MAICD Mr Richard is an accomplished corporate lawyer and business manager who has played a key role in helping build and maintain Alara’s international joint venture relationships. He has been the Company’s General Counsel since 2011 and in 2013 took up residence in Riyadh as Alara’s Country Manager for Saudi Arabia. The Company later expanded his role to include management of Alara’s joint venture companies in Oman. Prior to joining Alara, Mr Richard worked as Senior Commercial Officer & Contracts Specialist with Bateman Engineering (Australia), Corporate Counsel and head of legal for UGL Limited’s resources division and as a lawyer in Minter Ellison’s Construction, Engineering and Infrastructure group. Before entering the legal profession, Mr Richard enjoyed a successful career in private enterprise as Managing Director of Irrigate Australia. John Watkins Chief Financial Officer BA, Dip GeoSc, MAppFin CPA, FAusImm, FFin Mr Watkins holds both Commercial and GeoScience qualifications and has 30 years’ of international executive experience in the resource industry both at corporate level and at operating mine sites. He has held senior roles with companies and joint ventures (A$100m to US$1b+ in size) in mineral trading, mineral exploration, petroleum production, zinc/lead/silver mining/concentrate export, gold/silver mining, nickel mining/concentrate export and project development in Australia, PNG, Canada, Mexico and Brazil. Mr Watkins’ extensive experience covers all aspects of company strategy and direction as a board member and includes fund raising, company promotion, project management, mine management and operations, metal refining and offtake contracts, construction and capital reporting, financial reporting, treasury, currency/metal price hedging, human resources, supply chain, risk management and community/ sustainability obligations. Formerly Commercial Director of Mirabela Mineração Do Brasil Ltda, Executive Director/CFO Kula Gold Ltd and Commercial Manager with Barrick Gold Niuigini Ltd. Elle Macdonald Corporate Affairs Manager RNZAF Command Training School – Commissioned Officer Ms Macdonald is a highly experienced corporate affairs administrator with over 25 years’ experience across a diverse range of organisations and industries including military, media, indigenous affairs, education, manufacturing, legal, finance and investment, as well as mining and resources, with a number of these being ASX and NZX listed entities. Ms Macdonald is a graduate of the Royal New Zealand Air Force Command Training School, Officer Training Course (Flying Officer). Ms Macdonald’s comprehensive experience includes executive support at the Board and Executive Management level, Company Secretarial and ASX compliance, legal, marketing and investor relations, human resources, policies and procedure implementation and staff development. ALARA RESOURCES LIMITED Annual Report 2014 Technical & Compliance 07 AV Sthapak Corporate Exploration Manager Victor Ho Company Secretary BSc & M.Tech, App Geo; Earth Sciences BCom, LLB (Western Australia), CTA Mr Ho has been in company secretarial/executive roles with a number of public listed companies since early 2000. Previously, Mr Ho had 9 years’ experience in the taxation profession with the Australian Tax Office and in a specialist tax law firm. Mr Ho has been actively involved in the structuring and execution of a number of corporate transactions, capital raisings and capital management matters and has extensive experience in public company administration, corporations law and stock exchange compliance and shareholder relations. Sthapak has more than 22 years’ experience as a multi commodity exploration geologist, manager and operator and has extensive multinational experience in resource exploration and mining project feasibility studies. Soon after joining Alara’s Oman operations in 2011 in Muscat, Sthapak led Alara’s in-country exploration activity which resulted in the discovery of one of Oman’s largest copper deposits at Washihi (2012-13). Sthapak has previously held various technical and senior management roles with Rio Tinto including Project Director and member of the Rio Tinto’s Global Diamonds Senior Leadership team. Sthapak was Awarded ‘Discoverer of the Year’ by Rio Tinto in 2010. Annual Report 2014 ALARA RESOURCES LIMITED 08 ALARA RESOURCES LIMITED Annual Report 2014 Our People PERTH SAUDI ARABIA OMAN 09 Ian Williams John Hopkins Philip Hopkins John Watkins Elle Macdonald Tina Newbon Victor Ho Non-Executive Chairman Non-Executive Director Chief Executive Officer; Managing Director Chief Financial Officer Corporate Affairs Manager Corporate Services Coordinator Company Secretary HRH Prince Abdullah bin Mosaad bin Abdulaziz Al Saud Non-Executive Director James Phipps Alternate Director for HRH Prince Abdullah Justin Richard Fadi Zenaty Mohammed Ansar Ahmed Faisal Muthwed Kamal Hassan Executive Director Saudi & Oman Operations Technical Officer Administration Officer Government Relations Officer Administration Assistant & Driver Atmavireshwar Sthapak Corporate Exploration Manager Rexin Kamilas Administration Assistant Badar Marhoon Al Rahbi Government Relations Officer Sheikh Khaleefa Al Shirjee Community Relations Officer Annual Report 2014 ALARA RESOURCES LIMITED 10 Company Projects Overview SAUDI ARABIA Khnaiguiyah Zinc-Copper 1 Project Alara’s 50% interest held via joint venture company, Khnaiguiyah Mining Company (KMC) Heads of Agreement (HoA) signed with United Arabian Mining Company LLC (Manajem) to increase Alara’s interest from 50% to 60% ownership of KMC Located adjacent to bitumen road ~200km west of Riyadh (capital city) near major Riyadh to Jeddah highway Comprises Mining Licence (issued in December 2010 with exclusive 30 year term and no mineral royalties), 2 Exploration Licences (granted, pending renewal) and 5 Exploration Licence applications, totalling ~380km2 pending completion of transfer to KMC JORC Reserves (Proved and Probable) reported to JORC 2004 standard of 26.08MT at 3.3% Zn and 0.24% Cu 2Mtpa Definitive Feasibility Study (DFS) completed in Q2 2013 with projected US$257M capex, 2.8 year pay-back, A$2.074B Life of Mine (LOM) revenues and A$0.873B LOM EBITDA (at base case Zn/Cu prices) Saudi Industrial Development Fund (SIDF) project financing pending submission – potentially up to 75% of construction costs. 1 ALARA RESOURCES LIMITED Annual Report 2014 11 ABOUT SAUDI ARABIA Saudi Arabia is considered to be a favourable investment destination, ranked 26th in 2013 by the World Bank out of 189 countries in terms of “ease of doing business” and ranked 2nd in the Middle East region after the UAE (source: World Bank, Doing Business Project) Country benefits from developed infrastructure including roads and ports, low cost energy and in-country construction expertise SIDF supports local projects with financing (up to 75%), low LIBOR equiv. margin and long loan tenure Tax – 20% corporate tax (nil personal tax rate) Royalties – nil Foreign ownership – 100% permitted Profits and Capital – 100% repatriation Nil import duties for Capex Tenure certainty – from exploration to mining Roads – bitumen highway and road to mine gate Power – 33KVA power line to site Water – 15km to DFS identified Project water source – 2 further alternative water supply options identified Fuel – 1,627,081 2,590,946 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 13,758,790 GWYNVILL TRADING PTY LTD MS MENG MENG MR BRIAN JOSEPH FLANNERY & MRS PEGGY ANN FLANNERY FLANNERY FOUNDATION PTY LTD CITICORP NOMINEES PTY LIMITED ABN AMRO CLEARING SYDNEY NOMINEES PTY LTD MR WARREN WILLIAM BROWN & MRS MARILYN HELENA BROWN MR WARREN WILLIAM BROWN & MRS MARILYN HELENA BROWN MR PETER KELVIN RODWELL MR CRAIG GRAEME CHAPMAN MR LUCAS JAMES KOEKOEK HGT INVESTMENTS PTY LTD MR ANDREW BRUCE RICHARDS THORPE ROAD NOMINEES PTY LTD HOUVAN PTY LTD WHITECHURCH DEVELOPMENTS PTY LTD ASIA PACIFIC COMMUNICATIONS LTD SURFLODGE PTY LTD BOO RADLEY PTY LTD Sub-total 17,976,817 9,671,468 8,266,273 1,500,000 3,588,083 Sub-total 5,088,083 1,650,000 2,500,000 Sub-total 4,477,271 4,203,828 4,150,000 4,000,000 3,699,429 3,000,000 2,500,000 2,500,000 2,460,000 2,000,000 1,919,118 1,793,617 1,629,000 1,500,000 7.428 3.996 3.416 2.102 1.850 1.737 1.715 1.653 1.528 1.240 1.033 1.033 1.016 0.826 0.793 0.741 0.673 0.620 Total 156,305,908 64.586% Annual Report 2014 ALARA RESOURCES LIMITED 110 Top 20 listed ordinary fully paid shareholders (Continued) Substantial Shareholders Date of Last Substantial Holder Notice Substantial Shareholder(s) Holder of Relevant Interest Registered Shareholder(s) Shareholding Total Shares % of Issued Capital Auscoal Superannuation Fund JP Morgan Nominees Australia Ltd Queensland Local Government Superannuation Commonwealth Super Corporation JP Morgan Nominees Australia Ltd HSBC Custody Nominees (Australia) Limited 3 Oct 2014 Acorn Capital Limited UniSuper First State Super Sunsuper Fund 14 Mar 2014 National Australia Bank Limited and associated entities Antares Capital Partners Limited 20 Nov 2012 Australian Super Pty Ltd Australian Super Pty Ltd National Nominees Limited JP Morgan Chase HSBC Custody Nominees (Australia) Limited National Nominees Limited JP Morgan Nominees Australia Limited JP Morgan Nominees Australia Ltd Based on Substantial Shareholder Notices lodged on the ASX as at 10 October 2014. 2,452,670 2,561,575 2,809,161 3,435,153 3,948,753 5,084,714 6,298,305 10,851,796 20,292,026 8.38% 17,150,101 7.087% 16,842,294 16,842,294 6.96% ALARA RESOURCES LIMITED Annual Report 2014 Securities Informationas at 10 October 2014 111 Corporate Directory Directors Ian Williams Non-Executive Chairman Philip Hopkins Managing Director HRH Prince Abdullah bin Mosaad bin Abdulaziz Al Saud Non-Executive Director John Hopkins Non-Executive Director James Phipps Alternate Director to HRH Prince Abdullah Company Secretary Victor P H Ho Registered Office and Business Address Level 3, 35 Havelock Street West Perth, Western Australia 6005 PO Box 1890 West Perth, Western Australia 6872 Telephone: + 61 8 6323 5900 Facsimile: + 61 8 9323 5999 E-mail: info@alararesources.com ABN: 27 122 892 719 Auditors Grant Thornton Audit Pty Ltd Level 1, 10 Kings Park Road West Perth, Western Australia 6005 Telephone: +61 8 9480 2000 Facsimile: +61 8 9322 7787 Website: www.grantthornton.com.au Share Registry Advanced Share Registry Services 110 Stirling Highway Nedlands, Western Australia 6009 Telephone: +61 8 9389 8033 Facsimile: +61 8 9262 3723 Level 6, 225 Clarence Street Sydney, New South Wales 2000 Telephone: +61 2 8096 3502 E-mail: Website: www.advancedshare.com.au admin@advancedshare.com.au Australian Securities Exchange ASX Limited Level 40, Central Park 152-158 St Georges Terrace Perth, Western Australia 6000 ASX Code AUQ Corporate Governance Statement The Company’s Corporate Governance Statement is available on the Company’s Website: www.alararesources.com/corporate-governance www.alararesources.com Shareholders wishing to receive copies of Alara Resources Limited ASX market announcements by email should register their interest by contacting the Company at info@alararesources.com. Annual Report 2014 ALARA RESOURCES LIMITED www.alararesources.com Alara Resources Limited Level 3, 35 Havelock Street, West Perth, Western Australia 6005 T +61 8 6323 5900 | F +61 8 6323 5999 | E info@alararesources.com

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