Annual Report
2013
CORPORATE DIRECTORY
APOLLO MINERALS LIMITED
ABN 96 125 222 924
BOARD AND MANAGEMENT
Anthony Ho – Non-Executive Chairman
Richard Shemesian – Executive Director
Dominic Tisdell – Executive Director
Mathew Rimes – Non-Executive Director
COMPANY SECRETARY/CHIEF FINANCIAL OFFICER
Guy Robertson
REGISTERED OFFICE
Level 9, 50 Margaret Street
SYDNEY NSW 2000
Ph:
Fax:
(02) 9078 7665
(02) 9078 7661
SHARE REGISTRY
Security Transfer Registrars Pty Limited
770 Canning Highway
APPLECROSS WA 6953
Ph:
Fax:
(08) 9315 2333
(08) 9315 2233
www.securitytransfer.com.au
AUDITORS
RSM Bird Cameron Partners
BANKERS
Westpac Banking Corporation
WEBSITE
www.apollominerals.com.au
CONTENTS
REVIEW OF OPERATIONS
CORPORATE GOVERNANCE
DIRECTORS’ REPORT
AUDITOR’S INDEPENDENCE DECLARATION
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED STATEMENT OF CASH FLOWS
NOTES TO THE FINANCIAL STATEMENTS
DIRECTORS’ DECLARATION
INDEPENDENT AUDIT REPORT TO THE MEMBERS OF APOLLO MINERALS LIMITED
ADDITIONAL INFORMATION FOR LISTED COMPANIES
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28
29
30
59
60
62
ABN 96 125 222 924
APOLLO MINERALS LIMITED
AND ITS CONTROLLED ENTITIES
Annual Financial Report 2013
REVIEW OF OPERATIONS
Review of Operations
The 2013 financial year proved to be a year in which Apollo Minerals was able to cement its place as a serious project developer
and explorer of high potential frontier regions in both Australia and West Africa. This was achieved by delivering on the majority
of goals set out for the Company in last year’s Review of Operations. Key achievements during the past twelve months included:
•
formalisation of an initial Stage I Exploration Target1 of between 200 – 300 Mt grading 30 – 45% Fe in the south-
eastern portion of the Company’s Kango North Iron Project in Gabon, central west coast Africa;
• production of high grade iron-oxide concentrates with impressively high mass recoveries from maiden metallurgical
test work of mineralisation from the Kango North Iron Project;
• publication of a economically robust Scoping Study supporting the Stage I development potential of a high grade
iron-oxide concentrate mine and processing plant at Apollo’s Commonwealth Hill Iron Project in South Australia,
underpinned by the maiden JORC-code compliant mineral resource statement for the Sequoia Iron Deposit published
in 2012 (Table 2);
•
announcement of a second equity investment by India’s Jindal Steel and Power (JSPL) and the signing of a non-
binding Memorandum of Understanding (MOU) expressing the intention to demerge Apollo’s iron ore assets into a
company in which JSPL would invest a further $10M to take a controlling interest for the purpose of progressing the
development of the Commonwealth Hill Iron Project;
• execution of two farm-in agreements with well-known nickel producer Mincor Resources (Eaglehawk JV, 624 km2) and
explorer Marmota Energy (Aurora Tank JV, 48 km2), which collectively expand Apollo’s South Australian footprint to
over 1400 km2 of a highly prospective province of the northern Gawler Craton;
•
•
identification of high potential Iron-Oxide-Copper-Gold (IOCG) targets at the Company’s Acacia East and Bundi
Prospects in South Australia with initial drill testing of Acacia East returning promising signs of a deep-seated, large-
scale IOCG mineral system (Figures 1 and 2);
appointment of South Australia’s IOCG exploration expert Mr Chris Anderson as Technical Advisor to the Board, and
• South Australia Government funding into a geologic investigation of the IOCG potential of the northern Gawler
Craton through support of the South Australian Geological Survey.
Of the goals set out for the Company in 2013, only two items remain outstanding. Both relate to the development of
the Commonwealth Hill Iron Project. These tasks were put on hold at the request of parties negotiating an interest in the
Commonwealth Hill Iron Project and remain firm priorities for the 2014 Financial Year.
1 The estimates of exploration target sizes mentioned in this report should not be misunderstood or misconstrued as estimates of Mineral Resources.
The estimates of exploration target sizes are conceptual in nature and there has been insufficient results received from exploration activities
completed to date to estimate a mineral resource compliant with the JORC code (2012) guidelines. Furthermore, it is uncertain if further exploration
will result in the determination of a Mineral Resource.
3
REVIEW OF OPERATIONS
Figure 1: Diamond drilling activities at the Acacia East Prospect, South Australia
Figures 2 and 3: Sulphide mineralisation in drill core from Acacia East Prospect
Formal recognition of the results generated by the Apollo team from groups such as Jindal Steel and Power, the South Australia
Geological Survey, and a number of major international mining companies is testament to the high quality of work and continued
efforts of Apollo’s small but skilled and dedicated team. Importantly, Apollo outperformed its peer group on the ASX by 40% over
the financial year while overall the market was down.
In an effort to improve operational efficiency throughout the year, management conducted a business wide operational review
and cost cutting programme resulting in the reduction of corporate and administration costs by approximately 25%. This result
is particularly welcome as every administrative dollar reduced is a dollar available for ‘in the ground’ exploration.
4
Review of Operations
REVIEW OF OPERATIONS
The key focus of the 2014 Financial Year is to make this the year in which Apollo secures the relatively modest funding required
to take its projects to the next level via the support of important industry groups such as Jindal Steel and Power. Other activities
for FY2014 include:
signing of a rail MOU for export related services of iron ore at Commonwealth Hill
installation of semi-permanent access and drill testing of high priority sites at Kango North
•
• drill testing of the Ibis Prospect
•
• publication of a Concept Study for the Stage I development of Kango North
• high powered Induced Polarisation (IP) surveys of the Bundi IOCG Prospect to confirm IOCG drill targets
• heritage clearance of high priority areas of the Eaglehawk JV in South Australia
• drill testing of the Bundi IOCG Prospect, and
•
additional gravity surveys at the Commonwealth Hill – Titan Projects designed to identify potential DSO iron ore and
IOCG mineralisation.
Management believes that it now has the portfolio of development assets and skill sets required to create one of the next major
successes in the resources sector. By continuing to secure partnerships with leading financiers and customers such as Jindal Steel
and Power, Apollo will have all the ingredients necessary to produce exceptional results for the benefit of its shareholders.
On behalf of Apollo’s board and management team, we would like to thank all of our loyal shareholders and supporters, including
our advisors and consultants for the important contributions made during the year. We look forward to keeping your all up to date
with developments as they occur throughout the year.
Commonwealth Hill, South Australia (Iron ore)
In South Australia, Apollo Minerals continued working towards the development of a small-to-medium scale iron ore mine with
the publication of an economically robust Scoping Study. The Study focussed on the Stage I development of a high grade iron-
oxide concentrate mine (Figure 4) and processing plant designed to meet requirements for the manufacture of high grade steels.
Key outcomes from this work highlighted the potential to:
• begin with a mine life of approximately 17 years at a 2.5Mtpa sales rate
•
sell 42Mt of exceptionally coarse, high grade iron-oxide concentrate grading approximately 68.8% Fe that is
potentially suitable for both the pellet and blast furnace markets
• produce ore at a long-term FOB cash cost of US$64/t (dry, 62% Fe, Pilbara FOBeq basis)
• get into production for a direct start-up capital expenditure of US$333M, inclusive of study costs
further reduce unit capital and operating costs during the Pre-Feasibility Study stage, and
•
scale the operations up to over a 5Mtpa sales rate for more than 20 years via the processing of iron ore from the Ibis
•
Prospect.
Figure 4: Sequoia Deposit drill hole location plan and open pit design, showing iron mineralisation
5
REVIEW OF OPERATIONS
On the strength of the Sequoia Scoping Study, one of the Company’s major shareholders, Jindal Steel and Power Australia Pty
Ltd, a wholly-owned subsidiary of India’s Jindal Steel and Power Limited (JSPL) subscribed for additional shares as part of Apollo’s
February 2013 capital raising initiatives. The placement to JSPL resulted in them becoming the largest corporate shareholder
in Apollo and confirmed JSPL’s interest in becoming a major owner and customer of iron ore from Apollo’s Commonwealth Hill
Iron Project.
On the 19th of March 2013, Apollo announced a non-binding Memorandum of Understanding (MOU) with Jindal Steel and Power
regarding a potential demerger of Apollo’s iron ore assets followed by a $10M investment by JSPL in the iron ore vehicle to make
JSPL the principal owner and developer of the Commonwealth Hill Iron Project. Benefits of this proposed transaction include:
•
•
the opportunity for investors to optimise their portfolios by providing them with separately tradeable equities in both
the iron ore and base-precious metals assets of Apollo
the ability for the market to properly evaluate and more accurately reflect the value of each asset class and thereby
potentially maximising shareholder returns
securitisation of a financially strong steel-making partner interested in product off-take
•
• enhanced ability to secure funding for development through partnership with a major corporation
•
ability to facilitate independent capital raisings for development of each asset class without diluting the equity of the
other, and
ability to employ expert commodity focused management without any cross-commodity overhang.
•
A number of important points regarding the form of the proposed demerger remain open to negotiation. As such, no surety can
be given that a demerger agreement will be entered into. Both parties remain committed to further discussions and are seeking
to finalise negotiations as soon as possible. In the interim, and in light of the continued strength of the traded iron ore market,
Apollo plans on reactivating work on its iron ore assets to ensure they are at the best possible stage of development to ensure
maximum value is achieved for its shareholders.
Kango North, Gabon (Iron ore)
Apollo has a 70% interest in the Kango North Project covering ~400 km2 in the north-western Estauire Province in Gabon, which
is located approximately 70 km east from the national capital, Libreville.
The main project area is ideally situated along the main N5 road where easy and direct access is achievable. The N5 is a major
road from Libreville which provides a direct route from the Project area to surrounding infrastructure. The Trans-Gabon Railway
(TGR) is situated 25km south of the Project area and runs directly to Port Owendo in Libreville, a distance of 85km by rail. The
Tchimbele (69MW) and Kinguele (58MW) hydroelectric dams are also located within 20km of Kango North. During the first half
of FY2013, Apollo successfully completed its maiden sampling and metallurgical test work programme for the project.
Twelve rock samples were collected over an 8km strike along the main N5 road in the south-eastern portion of Apollo’s project
where easy and direct access is achievable. These rocks are described as quartz-feldspar magnetite schists and gneisses,
comprised of medium to coarse grained magnetite. Results were extremely encouraging with high grade iron-oxide concentrates
being produced at very high mass recoveries (Table 1).
6
Review of Operations
REVIEW OF OPERATIONS
TABLE 1 DTR Results at 75µm grind from Kango North Iron Project rock-chip samples
Mass
Recovery
%
42.20
47.52
50.79
28.76
44.05
48.80
55.35
58.44
42.54
59.59
54.15
58.02
Av 49.18
Fe
Recovery
%
69.32
69.42
69.94
68.45
69.95
69.91
69.17
69.92
69.93
69.96
69.96
69.93
69.66
DTR Concentrate
Fe
SiO2
Al2O3
P
S
LOI
%
87.86
88.59
76.88
62.29
76.20
82.30
90.16
93.48
59.96
89.05
88.78
88.28
81.99
%
0.28
1.12
0.56
2.64
0.75
1.32
3.01
0.01
0.18
0.21
0.29
0.4
0.90
%
0.15
0.15
0.16
0.15
0.27
0.26
0.1
0.2
0.22
0.66
0.59
0.11
0.25
%
0.002
0.006
0.003
0.008
0.003
0.005
0.007
0.001
0.010
0.004
0.001
0.001
%
0.004
0.003
0.005
0.002
0.003
0.004
0.002
0.005
0.008
0.003
0.007
0.005
%
0.16
-2.66
-2.70
-0.99
-1.99
-2.17
-2.27
-2.29
-1.00
-2.57
-2.47
-2.68
It is considered that the coarse grained nature of the iron bearing
rocks will be amenable to low cost processing and production of high-
quality iron products (>69% Fe) for the export market.
In addition to the surface sampling and metallurgical test work, Apollo
acquired and analysed high quality aeromagnetic data covering
the project area. This work resulted in the publication of a maiden
Exploration Target2 for the south-eastern portion of Apollo’s Kango
North Project, ranging between 200 – 300Mt and grading between
30 – 45% Fe (Figure 5). A further five potential iron-rich bodies have
been identified but not yet investigated or included in the formal
Exploration Target.
Figure 5: Kango North magnetic image showing profile lines (magenta) and
modelled anomalies in south eastern part of licence area
2 The estimates of exploration target sizes mentioned in this report should not be misunderstood or misconstrued as estimates of Mineral Resources.
The estimates of exploration target sizes are conceptual in nature and there has been insufficient results received from exploration activities
completed to date to estimate a mineral resource compliant with the JORC code (2012) guidelines. Furthermore, it is uncertain if further exploration
will result in the determination of a Mineral Resource.
7
REVIEW OF OPERATIONS
In the Kango North region a deep weathering profile exists over most of the property and it is this substantial weathering horizon
which may give rise to other altered and oxidised forms of iron mineralisation including haematite, goethite and limonite that may
contain higher, direct shipping ore (DSO) grade iron mineralisation. Occurrences of these types of altered rock units are known to
exist in Gabon and are a primary target for further exploration at Kango North.
High quality projects located in close proximity to key infrastructure and export routes are very rare and command a significant
competitive advantage. An opportunity is believed to exist for Apollo to quickly bring to market a small-scale, highly profitable
proof of concept mine development exporting approximately 500ktpa of high quality iron-oxide concentrates for a relatively
small cost.
Key activities during FY2014 will be focused on progressing the proof of concept mine development and are likely to include
completing a maiden drill programme and the publishing of a Scoping Study designed to demonstrate the project economics.
Titan Base-Precious Metals Project, South Australia
During the year, Apollo agreed joint venture and farm-in terms with well-known nickel producer Mincor Resources for the 624km2
Eaglehawk JV tenement and Marmota Energy for the 48km2 Aurora Tank tenement, both contiguous with Apollo’s 100%-owned
Commonwealth Hill / Titan tenements in South Australia. Collectively these tenements give Apollo a leading land holding of over
1,400km2 in a highly prospective corner of the northern Gawler Craton.
Exploration activities during the year at Titan resulted in the identification of four large-scale, high-quality IOCG targets at the
Acacia East, Bundi, Mars-Aurora Tank and the Wirrida Prospects. Initial drill testing of the Acacia East IOCG Prospect returned
encouraging signs of a deep-seated, large-scale IOCG mineral system with follow-up work planned for the 2014 Financial Year.
Volcanic and hydrothermally altered and brecciated outcrop (Figure 6) discovered by Apollo at Mars-Aurora Tank bear a striking
resemblance to key rock units at the Olympic Dam IOCG Deposit and the nearby Vulcan IOCG Prospect currently being drill
tested by Tasman Resources and Rio Tinto.
Figure 6: Brecciated, volcanic rock out crop at Mars-Aurora Tank Prospect
At the Bundi IOCG Prospect, Apollo confirmed multiple large-scale IOCG targets from extensive geophysics including gravity,
magnetics, electro-magnetics, resistivity, seismic surveying and geochemistry. The geophysical responses compare very favourably
with other leading IOCGs including Carrapateena, Prominent Hill and Olympic Dam with the primary target being approximately
2-3 times larger than Carrapateena and 4-5 times larger than Prominent Hill. A high powered induced polarisation survey is
planned to finalise drill targets for testing during the 2014 Financial Year.
8
Review of Operations
REVIEW OF OPERATIONS
In May 2013, Apollo announced that it has been awarded South Australia Government funding to confirm the IOCG potential of
its Titan Base-Precious Metals Project, and in conjunction, the broader northern Gawler Craton. As part of this programme, Apollo
and the South Australian Government’s Geological Survey are collaborating on age dating studies of prospective IOCG rock units
at Titan. The study aims to determine and confirm the age relationship of key volcanic and igneous rocks in the area as they relate
to IOCG prospectivity. Age dating is underway to formally determine any correlations with the key IOCG forming Hiltaba Event
at circa 1590Ma with rocks collected from all major IOCG sites at Titan.
TABLE 2 Sequoia Deposit Mineral Resource Statement
Type
Oxide
Fresh
Total
Type
Oxide
Fresh
Total
Type
Oxide
Fresh
Total
Cut‐off
Fe %
Tonnes
mt
Fe
%
Total Mineral Resource
Al2O3
%
SiO2
%
P
%
15
15
15
20.6
51.4
72
25.8
26
25.9
45.9
46.9
46.6
6.5
5.9
6.1
0.06
0.06
0.06
Indicated Mineral Resource
Cut‐off
Fe %
Tonnes
mt
Fe
%
SiO2
%
Al2O3
%
P
%
15
15
15
0
19.4
19.4
0
27.7
27.7
0
46
46
0
5.3
5.3
0
0.06
0.06
Cut‐off
Fe %
Tonnes
mt
Inferred Mineral Resource
Al2O3
%
SiO2
%
Fe
%
P
%
S
%
S
%
S
%
0.07
0.11
0.1
0
0.12
0.12
LOI
%
LOI
%
LOI
%
15
15
15
20.6
32.1
52.6
25.8
24.9
25.3
45.9
47.5
46.8
6.5
6.3
6.4
0.06
0.07
0.06
0.07
0.09
0.09
2.3
0.9
1.3
0
0.5
0.5
2.3
1.2
1.6
Notes:
The Mineral Resource estimate was classified in accordance with the 2004 Australasian Code for Reporting Mineral
Resources and Ore Reserves (the JORC code), developed by the Joint Ore reserves Committee (JORC), created by the
Australasian Institute of Mining and Metallurgy (AusIMM), the Australian Institute of Geoscientists and the Mineral Council
of Australia
The Mineral Resources were modelled by Mr Lynn Widenbar, who is the Principal and full time employee of Widenbar and
Associates Pty Ltd, Western Australia
The Mineral Resources were reviewed by Competent Person: Mr Derek Pang MAusIMM, who is a full time employee of
Apollo Minerals Ltd.
COMPETENT PERSON DECLARATION
The information in this Report that relates to Exploration Results is based on information compiled by Mr Derek Pang who is a
member of the Australasian Institute of Mining and Metallurgy. Derek has over 15 years’ experience in mineral exploration and
is a full time employee of Apollo Minerals Ltd. Derek has sufficient experience which is relevant to the style of mineralisation and
type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in
the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Derek
consents to the inclusion in the report of the matters based on their information in the form and context in which it appears.
9
REVIEW OF OPERATIONS
Schedule of Tenements
Tenement Name
Tenement Number
Location
2013
2012
Group Ownership %
Commonwealth Hill
Commonwealth Hill East
Gina
Eaglehawk JV*
Aurora Tank**
Mount Oscar East
Mount Oscar North
Mount Oscar South
Kango North
Carne***
EL5073
EL5074
EL4960
EL4932
EL4433
E47/1304
E47/1378
E47/1379
G1-340`
South Australia
South Australia
South Australia
South Australia
South Australia
Western Australia
Western Australia
Western Australia
Gabon, Africa
ELA2013/105
South Australia
100
100
100
-
-
100
100
100
70
-
100
100
100
-
-
100
100
100
70
-
Notes:
* Exploration Licence EL4932 subject to joint venture agreement with Mincor Resources to earn up to 75% by sole funding
exploration totalling AUD$2M over a 3 year period. Apollo has committed to a minimum exploration spend of AUD$250,000
during the 1st year of the farm-in.
** Exploration Licence EL4433 subject to joint venture agreement with Marmota Energy to earn up to 75% by sole funding
exploration totalling AUD$900K over a 3 year period. Apollo has committed to a minimum exploration spend of AUD$150,000
during the 1st year of the farm-in.
*** Exploration Licence Application ELA2013/105 was offered to Apollo on 24 July 2013 by the Department of Manufacturing,
Innovation, Trade, Resources and Energy. Apollo accepted the offer on 1 August 2013 and pending official grant of tenement.
Anthony Ho
Non-Executive Chairman
Sydney 30 September 2013
10
Review of Operations
CORPORATE GOVERNANCE
The Apollo Minerals Limited group (“Apollo”), through its Board and executives, recognises the need to establish and maintain
corporate governance policies and practices that reflect the requirements of the market regulators and participants, and the
expectations of members and others who deal with Apollo. These policies and practices remain under constant review as the
corporate governance environment and good practices evolve.
ASX Corporate Governance Principles and Recommendations
It should be noted that Apollo is currently a company with a small market capitalisation and that where its processes do not fit the
model of the 8 principles, the Board believes that there are good reasons for the different approach being adopted.
Reporting against the 8 Principles, we advise as follows:
Principle 1: Lay solid foundations for management and oversight
1.1
Companies should establish the functions reserved to the board and those delegated to senior executives and
disclose those functions.
The primary responsibilities of Apollo’s board include:
(i)
(ii)
(iii)
(iv)
(v)
the establishment of long term goals of the company and strategic plans to achieve those goals;
the review and adoption of the annual business plan for the financial performance of the company and
monitoring the results on a monthly basis;
the appointment of the Chief Operating Officer;
ensuring that the company has implemented adequate systems of internal control together with appropriate
monitoring of compliance activities; and
the approval of the annual and half-yearly statutory accounts and reports.
The board meets on a regular basis to review the performance of the company against its goals both financial and non-
financial. In normal circumstances, prior to the scheduled board meeting, each board member is provided with a formal
board package containing appropriate management and financial reports.
The responsibilities of senior management including the Chief Operating Officer are contained in letters of appointment
and job descriptions given to each appointee on appointment and updated at least annually or as required.
The primary responsibilities of senior management are:
(i)
(ii)
(iii)
(iv)
Achieve Apollo’s objectives as established by the Board from time to time;
Operate the business within the cost budget set by the Board;
Ensure that Apollo’s appointees work with an appropriate Code of Conduct and Ethics; and
Ensure that Apollo appointees are supported, developed and rewarded to the appropriate professional
standards.
Companies should disclose the process for evaluating the performance of senior executives and appointees.
The performance of all senior executives and appointees is reviewed at least once a year. The performance of the
Chief Operating Officer is reviewed by the Executive Director on an annual basis, and the performance of other senior
executives is reviewed by the Chief Operating Officer, in conjunction with the board’s Remuneration and Nominations
Committee. They are assessed against personal and Company Key Performance Indicators established from time to
time as appropriate for Apollo.
Companies should provide the information indicated in the Guide to reporting on Principle 1.
A performance evaluation for each senior executive has taken place in the reporting period in line with the process
disclosed. A statement covering the primary responsibilities of the Board is set out in 1.1 above. A statement covering
the primary responsibilities of the senior executives is set out in 1.1 above.
The Apollo Corporate Governance Charter is available on the Apollo web site, and includes sections that provide a
board charter. The Apollo board reviews its charter when it considers changes are required.
11
1.2
1.3
CORPORATE GOVERNANCE
Principle 2: Structure the board to add value
2.1
2.2
2.3
2.4
2.5
A majority of the Board should be independent directors.
Apollo operates in a market where it finds that it must regularly seek investor support to raise additional capital. As a
consequence, Board members themselves often have a significant direct or indirect interest in the company. During the
reporting period, the Apollo Board consisted of two executive and two non-executive directors. Mr Ho and Mr Rimes
are considered to be independent directors.
The Chairperson should be independent.
Anthony Ho, the non-executive chairman, is independent.
Chief Executive Officer should not be the same as Chairman.
During the year under review the Company operated with an Executive Director and Executive Director/Chief Operating
Officer, neither of them is the Chairman.
A nomination committee should be established.
The Board has a nominations committee comprised of the Chairman, Anthony Ho and a non-executive director
Matthew Rimes.
Companies should disclose the process for evaluating the performance of the board, its committees and individual
directors.
The Apollo board has four board members, who are in regular contact with each other as they deal with matters
relating to Apollo’s business. The board uses a personal evaluation process to review the performance of directors,
and at appropriate times the Chairman takes the opportunity to discuss Board performance with individual directors
and to give them his own personal assessment. The Chairman also welcomes advice from Directors relating to his own
personal performance. The Remuneration Committee determines whether any external advice or training is required.
The Board believes that this approach is most appropriate for a company of the size of Apollo which has a small market
capitalisation.
2.6
Companies should provide the information indicated in the Guide to reporting on Principle 2
A description of the skills and experience of each director is contained in the 2013 Directors Report.
Mr Anthony Ho and Mr Matthew Rimes are considered to be independent non-executive directors. Mr Richard Shemesian
and Mr Dominic Tisdell are executive directors of the Company and are not considered to be independent.
Directors are able to take independent professional advice at the expense of the company, with the prior agreement of
the Chairman. The nomination responsibilities are handled by the nomination committee.
An evaluation of the board of directors took place during the reporting period and was in accordance with the process
described in 2.5 above.
New directors are selected after consultation of all board members and their appointment voted on by the board. Each
year, in addition to any board members appointed to fill casual vacancies during the year, one third of directors retire by
rotation and are subject to re-election by shareholders at the Annual General Meeting.
There is no current board charter for nominations.
12
Review of Operations
CORPORATE GOVERNANCE
Principle 3: Promote ethical and responsible decision-making
3.1
•
•
•
Companies should establish a code of conduct and disclose the code or a summary of the code as to:
the practices necessary to maintain confidence in the company’s integrity;
the practices necessary to take into account their legal obligations and the reasonable expectations of their
stakeholders; and
the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.
Apollo’s policies contain a formal code of conduct that applies to all directors and employees, who are expected to
maintain a high standard of conduct and work performance, and observe standards of equity and fairness in dealing
with others. The detailed policies and procedures encapsulate the company’s ethical standards. The code of conduct is
contained in the Apollo Corporate Governance Charter.
3.2
3.3
3.4
Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The
policy should include requirements for the board to establish measurable objectives for achieving gender diversity for
the board to assess annually both the objectives and progress in achieving them.
As a company with a small market capitalisation, the Company has no established policy at present but is aware of the
principle and will be alert for opportunities when board changes are contemplated.
Companies should disclose in each annual report the measurable objectives for achieving gender diversity set by the
board in accordance with the diversity policy and progress towards achieving them.
The company has, as yet, no established policy in relation to gender diversity. The company has a small number of
employees and as a consequence the opportunities for creating a meaningful gender diversity policy are limited.
Companies should disclose in each annual report the proportion of women employees in the whole organisation,
women in senior executive positions and women on the board.
Given the small size of the company and the limited number of employees this is not a meaningful statistic at this time.
Principle 4: Safeguard integrity in financial reporting
4.1
4.2
4.3
4.4
Establish an Audit Committee.
The company has an Audit Committee.
Audit Committee composition.
The Audit committee is comprised of Anthony Ho (Audit Committee Chairman), Matthew Rimes and Dominic Tisdell.
A formal charter should be established for the audit committee.
The company has adopted an Audit Committee charter. It is publicly available on the Apollo website.
Companies should provide the information indicated in the Guide to reporting on Principle 4.
The Audit Committee met twice during the course of the year.
The Audit Committee provides a forum for the effective communication between the board and external auditors. The
committee reviews:
• The annual and half-year financial reports and accounts prior to their approval by the board;
• The effectiveness of management information systems and systems of internal control; and
• The efficiency and effectiveness of the external audit functions.
13
CORPORATE GOVERNANCE
The committee meets with and receives regular reports from the external auditors concerning any matters that arise in
connection with the performance of their role, including the adequacy of internal controls.
In conjunction with the auditors the Audit Committee monitors the term of the external audit engagement partner
and ensures that the regulatory limit for such term is not exceeded. At the completion of the term, or earlier in some
circumstances, the auditor nominates a replacement engagement partner.
The committee interviews the nominee to assess relevant prior experience, potential conflicts of interest and general
suitability for the role. If the nominee is deemed suitable, the committee reports to the Board on its recommendation.
The Audit Committee also reviews the Apollo Corporate Governance and Risk Management processes to ensure that
they are effective enough for a listed public company that is a company with a small market capitalisation.
Principle 5: Make timely and balanced disclosure
5.1
Companies should establish written policies designed to ensure compliance with ASX Listing Rule disclosure
requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies
or a summary of those policies.
The Apollo board and senior management are conscious of the ASX Listing Rule Continuous Disclosure requirements,
which are supported by the law, and take steps to ensure compliance. The company has a policy, which can be
summarised as follows:
• The Board, with appropriate advice, is to determine whether an announcement is required under the Continuous
Disclosure principles;
• All announcements are monitored by the Company Secretary; and
• All media comment is managed by the Executive Director.
Apollo believes that the internet is the best way to communicate with shareholders, so Apollo provides detailed
announcements to the Australian Securities Exchange on a regular basis to ensure that shareholders are kept well
informed on Apollo’s activities.
5.2
Companies should provide the information indicated in the Guide to reporting on Principle 5.
Apollo’s disclosure policy to shareholders is set out as part of the Apollo Corporate Governance charter, which is publicly
available on the Apollo web-site, as are Apollo’s recent announcements.
Principle 6: Respect the rights of shareholders
6.1
Companies should design a communications policy for promoting effective communication with shareholders and
encouraging their participation at general meetings and disclose their policy or a summary of that policy.
Apollo provides information to its shareholders through the formal communications processes (e.g. ASX releases,
general meetings, annual report, and occasional shareholder letters). This material is also available on the Apollo website
(www.apollominerals.com.au).
Shareholders are encouraged to participate in general meetings and time is set aside for formal and informal questioning
of the board, senior management and the auditors. The external audit partner attends the annual general meeting to
be available to answer any shareholder questions about the conduct of the audit and the preparation and content of
the audit report.
6.2
Companies should provide the information indicated in the Guide to reporting on Principle 6.
The company’s communications policy is described in 6.1 above.
14
Review of Operations
CORPORATE GOVERNANCE
Principle 7: Recognise and manage risk
7.1 Companies should establish a sound system for the oversight and management of material business risks.
The company has established policies for the oversight and management of material business risks.
The board monitors the risks and internal controls of Apollo through the Audit Committee. That committee looks to the
executive management to ensure that an adequate system is in place to identify and, where possible, on a cost effective
basis appropriate for a company with a small market capitalisation, to manage risks inherent in the business, and to have
appropriate internal controls.
As part of the process, Apollo’s management formally identifies and assesses the risks to the business, and these
assessments are noted by the Audit Committee and the Board.
7.2
7.3
The board should require management to design and implement the risk management and internal control system
to manage the company’s material business risks and report to it on whether those risks are being managed
effectively. The board should disclose that management has reported to it as to the effectiveness of the company’s
management of its material business risks.
The board has required management to design and implement the risk management and internal control system
appropriate to a company with a small market capitalisation of the size of Apollo to manage the company’s material
business risks and report to it on whether those risks are being managed effectively. Management has reported to the
board as to the effectiveness of the company’s management of its material business risks.
The board should disclose whether it has received assurance from the chief executive officer (or equivalent) and the
chief financial officer (or equivalent) that the declaration provided in accordance with section 295A of the
Corporations Act is founded on a system of risk management and internal control and that the system is operating
effectively in all material respects in relation to financial reporting risks.
The board has received assurance from the Executive Director and the Chief Financial Officer (or its equivalent) that the
declaration provided in accordance with section 295A of the Corporations Act 2001 is founded on a sound system of
risk management and internal control appropriate for a company with a small market capitalisation of the size of Apollo,
and that the system is operating effectively in all material respects in relation to financial reporting risks.
7.4
Companies should provide information in the Guide to reporting on Principle 7.
The board has received the report from management under Recommendation 7.2; and the board has received the
assurances referred to under Recommendation 7.3. The company’s policies on risk oversight and management of
material business risks for a company with a small market capitalisation the size of Apollo are not publicly available.
Principle 8: Remunerate fairly and responsibly
8.1
8.2
Establish a remuneration committee.
Apollo has a remuneration committee. The committee comprises the Chairman, Anthony Ho and the Executive Director,
Richard Shemesian.
The remuneration committee should be structures to be structured so that it:
- consists of a majority of independent directors
- is chaired by an independent chairman
- has at least three members
Apollo considers that the structure of its Remuneration Committee is appropriate for a company with a small market
capitalisation. The Remuneration Committee is chaired by the independent chairman.
15
CORPORATE GOVERNANCE
8.3
Companies should clearly distinguish the structure of non-executive directors’ remuneration from that of executive
directors and senior executives.
The remuneration details of non executive directors, executive directors and senior management are set out in the
Remuneration Report that forms part of the Directors’ report.
Senior executives remuneration packages are reviewed by reference to Apollo’s performance, the executive director’s or
senior executive’s performance, as well as comparable information from industry sectors and other listed companies in
similar industries, which is obtained from external remuneration sources. This ensures that base remuneration is set to
reflect the market for a comparable role.
The performance of the executive director and senior executives is measured against criteria agreed annually and
bonuses and incentives are linked to predetermined performance criteria and may, with shareholder approval, include
the issue of shares and / or options.
There are no schemes for retirement benefits, other than statutory superannuation for non-executive directors.
A copy of the Remuneration Committee charter is publicly available on the Apollo website
www.apollominerals.com.au
8.4
Companies should provide the information indicated in the Guide to reporting on Principle 8.
The information is as outlined above.
16
Review of Operations
DIRECTORS’ REPORT
Your directors present their report on Apollo Minerals Limited (Apollo or the Company) for the year ended 30 June 2013.
DIRECTORS
The names of directors in office at any time during or since the end of the year are:
Current Directors
ANTHONY HO
B Com, CA, FAICD, FCIS
Non-Executive Chairman
Mr Ho joined the Apollo Board on 13 July 2009. Mr Ho was previously an executive director at
Arthur Yates & Co Ltd, retiring from this position in April 2002. He was a past non-executive
director of Brazin Limited and DoloMatrix International Limited; and the past non-executive
Chairman of Esperance Minerals Limited and St George Community Housing Limited.
Mr Ho’s current non-executive directorships of listed and unlisted public companies are:
• Greenland Minerals and Energy Limited where he also chairs the Audit and Risk
Committee.
• Hastings Rare Metals Limited where he also chairs the Audit Committee; and
• Bioxyne Limited where he also chairs the audit committee.
Mr Ho was previously a partner of Cox Johnston & Co, Chartered Accountants (since merged
with Ernst & Young). His extensive executive experience included being Finance Director/Chief
Financial Officer of the listed Arthur Yates & Co Limited, M. S. McLeod Limited group, Galore
Group Limited, the Edward H. O’Brien group of companies and Volante Group Limited.
Mr Ho was appointed a Non-Executive Director on the 13 July 2009 and chairs the Audit
Committee.
RICHARD SHEMESIAN
B.Com, LLB (Hons.) FINSIA
Executive Director
Mr Shemesian brings more than 15 years experience in the resources sector prior to Apollo
providing corporate and strategic advice for a number of resource companies, with a particular
focus on companies listed on the Australian Securities Exchange and the London Stock Exchange
Alternative Investment Market.
Mr Shemesian was involved in the foundation and development of Redport Limited into a
uranium company which was taken over by Mega Uranium Ltd for $125 million, and the takeover
of an iron ore producer Aztec Resources Limited by Mt Gibson for $300 million.
Mr Shemesian was appointed an Executive Director on 27 September 2010.
17
DIRECTORS’ REPORT
DOMINIC TISDELL
B.Eng, (Mining) MBA
Executive Director,
Chief Operating Officer
Mr Dominic Tisdell is an MBA qualified mining engineer with over fifteen years’ experience
in project development, planning and operations, international mergers and acquisitions and
business strategy.
Prior to joining Apollo Mr Tisdell had business development responsibilities for international
uranium, iron ore and coal investments with a subsidiary of Mitsubishi Corporation.
During this time he represented the company on several joint venture development committees
and boards associated with mining projects, both in Australia and overseas.
Mr Tisdell has also consulted for Accenture where he provided technical and business advice
to several major mining companies on a variety of issues including mine development studies,
operational excellence and capital project procurement.
He began his career with Rio Tinto Iron Ore where he held management roles at both Hamersley
Iron and the Robe River Mining Company, among which were key operational roles associated
with the development of the West Angelas Mine Project as well as Hamersley Iron’s trial mining
and bulk test work programme associated with the development of the Nammuldi Mine.
Mr Tisdell has held directorships with the Australian Uranium Association and MDP Uranium Pty
Ltd.
Mr Tisdell was appointed an Executive Director on 3 October 2011.
MATTHEW RIMES
AWASM (Mining Eng). Exec MBA
Non-Executive Director
Mr Rimes was previously the Managing Director of Iron Ore Holdings Limited (“IOH”). During
his time at IOH, the company successfully progressed a strategy of proving up its iron ore
resources in its Pilbara tenements. The company also worked on fast-tracking project feasibility
studies and infrastructure access options at its various projects with the aim of establishing
valuable technical and commercial development solutions. At the time of Mr Rimes resignation,
the company had a market capitalisation of approximately $220 million.
Mr Rimes is an MBA qualified mining engineer with over thirty years’ experience in a range
of commodities including gold, copper, nickel and iron ore. He worked with North Ltd from
1989, and then subsequently with the Rio Tinto group following the takeover of North Ltd in
2000. Over the last fifteen years he has held roles with IOH and Robe River Mining Company
(“Robe”), including senior executive and operational positions at both of Robe’s operations at
Pannawonica and West Angelas.
Mr Rimes has held positions on the boards of Robe, Fusion Resources Ltd (formerly Echelon
Resources Ltd), Sovereign Metals Ltd and Indo Mines Ltd.
Mr Rimes was appointed a non-Executive Director on 3 October 2011.
Directors have been in office since the start of the financial period to the date of this report unless otherwise stated.
Former Directors
David Nolan – appointed 27 July 2010, retired 30 November 2012
Yong (Raymond) Xia – appointed 1 May 2012, retired 30 November 2012
GUY ROBERTSON
B Com (Hons.) CA
Mr Guy Robertson was appointed Company Secretary and Chief Financial Officer on 12
November 2009.
Company Secretary/Chief
Financial Officer
Mr Robertson has over 25 years experience as a Chief Financial Officer and Company Secretary
of both private and ASX listed companies in both Australia and Hong Kong.
18
Review of Operations
DIRECTORS’ REPORT
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
Other than as outlined in the operations report, there were no significant changes in the state of affairs of the Company during
the year.
PRINCIPAL ACTIVITIES
The principal activity of the Company during the financial period was mineral exploration. There have been no significant
changes in the nature of the Company’s principal activities during the financial period.
SIGNIFICANT AFTER BALANCE SHEET DATE EVENTS
There are currently no matters or circumstances that have arisen since the end of the financial year that have 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.
LIKELY FUTURE DEVELOPMENTS AND EXPECTED RESULTS
Apollo is an exploration company focused on base and precious metals and iron ore. The Board intends to explore its current
tenements in South and Western Australia and in Gabon. The Company continues to look to invest directly and indirectly in
mineral resources projects focusing on iron ore, base metals, gold and energy-related minerals.
During the coming year the Group depending on available funding plans to further develop all of its major projects.
The material business risks faced by the Company that are likely to have an effect on the financial prospects of the Company, and
how the Company manages these risks, are:
• Future Capital Needs – the Company does not currently generate cash from its operations. The Company will require
further funding in order to meet its corporate expenses, continue its exploration activities and complete studies
necessary to assess the economic viability of its projects.
• Exploration and Developments Risks – whilst the Company has already discovered resources on one of its projects, the
Company may fail to discover additional mineral deposits and there is a risk that the Company’s mineral deposits may
not be economically viable. The Company employs geologists and other technical specialists, and engages external
consultants where appropriate to address this risk.
• Commodity Price Risk – as a Company which is focused on the exploration of iron ore and base and precious metals,
it is exposed to movements in the price of these commodities. The Company monitors historical and forecast price
information from a range of sources in order to inform its planning and decision making.
PERFORMANCE IN RELATION TO ENVIRONMENTAL REGULATION
The consolidated entity will comply with its obligations in relation to environmental regulation on its South and Western Australian
and Gabon projects when it undertakes exploration in the future. The Directors are not aware of any breaches of any environmental
regulations during the period covered by this report.
OPERATING RESULTS AND FINANCIAL REVIEW
The loss of the consolidated entity after providing for income tax amounted to $1,611,913 (2012: loss of $2,495,589).
The Group’s operating income increased to $108,064 (2012-$84,098) being primarily interest income.
Expenses declined to $1,900,176 (2012-$2,579,687). Current year expenses were adversely affected by legal fees associated with
the Jindal demerger transaction, which is still under review, of $246,000. After adjusting for legal fees, expenses declined by 36%
over the prior year given an overall focus to reduce overhead costs which is ongoing.
Exploration costs increased to $16,493,083 (2012- $14,378,311) reflecting ongoing exploration work across the Group’s projects.
19
DIRECTORS’ REPORT
Net assets increased to $17,706,419 (2012-$17,091,478) reflecting an issue of share capital net of costs, of $1,932,105 and the
trading result for the year being a loss of $1,611,913.
DIVIDENDS PAID OR RECOMMENDED
The directors do not recommend the payment of a dividend and no amount has been paid or declared by way of a dividend to
the date of this report.
REMUNERATION REPORT
Remuneration Policy
The remuneration policy of Apollo has been designed to align director objectives with shareholder and business objectives by
providing a fixed remuneration component which is assessed on an annual basis in line with market rates and offering specific
long-term incentives based on key performance areas affecting the consolidated group’s financial results. The Board of Apollo
believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best directors to run and
manage the company, as well as create goal congruence between directors and shareholders.
The Board’s policy for determining the nature and amount of remuneration for board members is as follows:
• The remuneration policy, setting the terms and conditions (where appropriate) for the executive directors and other
•
senior staff members, was developed by the Remuneration Committee and approved by the Board;
In determining competitive remuneration rates, the Board may seek independent advice on local and international
trends among comparative companies and industry generally. It examines terms and conditions for employee
incentive schemes, benefit plans and share plans. Independent advice may be obtained to confirm that executive
remuneration is in line with market practice and is reasonable in the context of Australian executive reward practices;
• The Company is a mineral exploration company, and therefore speculative in terms of performance. Consistent with
attracting and retaining talented executives, directors and senior executives, such personnel are paid market rates
associated with individuals in similar positions within the same industry. Options and performance incentives may be
issued particularly if the Company moves from exploration to a producing entity and key performance indicators such
as profit and production can be used as measurements for assessing executive performance;
• All remuneration paid to directors is valued at the cost to the Company and expensed. Where appropriate, shares
given to directors and executives are valued as the difference between the market price of those shares and the
amount paid by the director or executive. Options are valued using the Black-Scholes methodology; and
• The Board policy is to remunerate non-executive directors at market rates for comparable companies for time,
commitment and responsibilities. The Chairman in consultation with independent advisors determines payments
to the non-executive directors and reviews their remuneration annually, based on market practice, duties and
accountability.
DIRECTORS’ AND EXECUTIVE OFFICERS’ EMOLUMENTS
(a) Details of Directors and Key Management Personnel
(i)
Current Directors
Anthony Ho – Non-executive Chairman
Richard Shemesian – Executive Director
Dominic Tisdell – Executive Director
Matthew Rimes – Non-executive Director
Former Directors
David Nolan – appointed 27 July 2010, retired 30 November 2012
Yong (Raymond) Xia – appointed 1 May 2012, retired 30 November 2012
(ii)
(ii)
20
Company Secretary
Guy Robertson
Key Management Personnel
Dominic Tisdell
Derek Pang
Review of Operations
DIRECTORS’ REPORT
Other than the directors, general manager, exploration manager and company secretary, the Company had no Key
Management Personnel for the financial year ended 30 June 2013.
Directors’ remuneration and other terms of employment are reviewed annually by the Board having regard to performance
against goals set at the start of the year, relative comparative information and independent expert advice.
Except as detailed in Notes (a) – (d) to the Remuneration Report, no director or officer has received or become entitled to
receive, during or since the financial period, a benefit because of a contract made by the Company or a related body corporate
with a director, a firm of which a director is a member or an entity in which a director has a substantial financial interest. This
statement excludes a benefit included in the aggregate amount of emoluments received or due and receivable by directors
and shown in Notes (a) – (d) to the Remuneration Report, prepared in accordance with the Corporations Regulations, or the
fixed salary of a full time employee of the Company.
(b) Remuneration of Directors and Key Management Personnel
Remuneration Policy
The Board of Directors is responsible for determining and reviewing compensation arrangements. The Board will assess
the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference to relevant
employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high
quality Board and executive team. Remuneration of Directors of the Group is set out below.
Parent & Group Key Management Personnel
2013
2012
Base Salary
and Fees
Fair Value
of Options
Granted
Super-
annuation
Share
Based
Payments
Total
Base Salary
and Fees
Super-
annuation
Share
Based
Payments
Total
A. Ho
58,334
R. Shemesian¹
174,433
-
-
D. Tisdell²
305,000
70,500
D. Nolan
M. Rimes
R. Xia
D. Pang³
J. Bridson
J. Wang
X. Wu
Totals
14,585
40,000
14,583
160,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
14,400
-
-
-
17,500
75,834
55,000
-
-
-
-
-
-
-
-
-
174,433
193,640
375,500
162,500
14,585
40,000
14,583
174,400
-
-
-
35,004
30,000
5,833
50,459
61,000
14,583
29,167
-
-
-
-
-
-
3,578
-
-
-
15,000
70,000
17,940
211,580
44,340
206,840
-
35,004
13,260
43,260
-
-
-
-
-
5,833
54,037
61,000
14,583
29,167
766,935
70,500
14,400
17,500
869,335
637,186
3,578
90,540
731,304
¹ Paid to Greenhill Capital Partners, an entitiy in which Mr Shemesian has a relevant interest. See note 15. Executive director fees are classified
under “technical, geological and support fees” in the statement of comprehensive income.
² Mr Tisdell’s contract has an annual amount payable of $275,000 and can be terminated by either party giving four months’ notice. Executive
director fees are classified under “technical, geological and support fees” in the statement of comprehensive income.
³ Mr Pang’s contract has an annual amount payable of $174,400 and can be terminated by either party giving one months notice.
21
DIRECTORS’ REPORT
(c) Employee Related Share-based compensation
To ensure that the Company has appropriate mechanisms to continue to attract and retain the services of Directors and Employees
of a high calibre, the Company has a policy of issuing options or performance share rights that are exercisable in future at a certain
fixed price.
No options were issued to Directors during the year.
The terms and conditions of each share option affecting reported remuneration in the previous, this or future reporting periods
are:
Grant date
1 Dec 2011
1 Dec 2011
1 Dec 2011
1 Dec 2011
Exercise
price
Value per
option
at grant date
First exercise
date/vest
date
Fair value
of options
granted
$0.08
$0.10
$0.12
$0.15
$0.0299
1/12/2011
$0.0220
19/5/2012
$0.0221
1/12/2011
$0.0203
19/11/2012
89,700
44,000
22,100
40,600
Expense
recognised
in P & L this
financial year
Cumulative
expense
recognised in
P & L to date
Expiry date/
Last exercise
date
29,900
89,700
31/12/2014
-
-
44,000
9/05/2014
22,100
31/12/2014
40,600
40,600
9/05/2015
Fair values at issue date are determined using a Black-Scholes option pricing model that takes into account the exercise price, the
term of the options, the expected price volatility of the underlying share and the risk free rate for the term of the option.
(d) Share and option holdings
All equity dealings with directors have been entered into with terms and conditions no more favourable than those that the entity
would have adopted if dealing at arm’s length. These options relate to both current and previous directors and management
personnel.
Directors’ holdings of shares and share options have been disclosed in the Remuneration Report.
The following director entitlements were issued and expired during the year. No shares were issued to directors.
Type
No. Issued
No. Expired
Exercise Price
Expiry Date
Performance Rights*
15,000,000
15,000,000
Nil
30 June 2013
* Note Performance Rights expired on 30 June 2013 and no shares issued to directors.
22
Review of Operations
DIRECTORS’ REPORT
Shares held by Current Directors
Period from 1 July 2012 to 30 June 2013
Balance at
beginning
of year
Received as
Remuneration
Options
Exercised
Net Change
Other
Balance at
end of year
A. Ho
900,000
R. Shemesian¹
14,878,861
D. Tisdell
M. Rimes
D. Nolan²
R. Xia²
-
2,500,000
-
-
18,278,861
-
-
-
-
-
-
-
-
-
-
-
-
-
-
170,000
1,070,000
615,496
15,494,357
-
-
157,748
2,657,748
-
-
-
-
943,244
19,222,105
¹
²
Mr Shemesian is the sole director and shareholder in Black Swan Global Pty Limited which holds 10,389,679 shares and is a director and
shareholder in Normandy Corporation Limited as trustee for the Normandy Superannuation Fund which holds 5,104,678 shares.
Director resigned during the year.
Options Held By Current Directors
Period from 1 July 2012 to 30 June 2013
A. Ho
D. Nolan²
R. Shemesian¹
D. Tisdell³
M. Rimes4
R. Xia²
Balance at
beginning
of year
250,000
250,000
1,000,000
6,000,000
1,000,000
-
8,500,000
Received as
Remuneration
Options
Expired
Net Change
Other
Balance at
end of year
-
-
-
-
-
-
-
(250,000)
-
-
-
-
-
(250,000)
-
-
-
-
-
-
-
-
250,000
1,000,000
6,000,000
1,000,000
-
8,250,000
¹
2
³
4
Options have fully vested, exercise price 8 cents, expiry date 31 December 2014.
Director resigned during the year.
Options have fully vested, 2 million options have exercise price 8 cents, expiry date 31 December 2014, 2 million options have exercise
price 10 cents, expiry date 5 May 2014 and 2 million options have exercise price 15 cents, expiry date 6 May 2015.
Options have fully vested, exercise price 12 cents, expiry date 31 December 2014.
23
DIRECTORS’ REPORT
MEETINGS OF DIRECTORS
The number of directors’ meetings (including committees) held during the financial period each director held office during the
financial period and the number of meetings attended by each director are:
Director
A. Ho
R. Shemesian
D. Tisdell
D. Nolan
M Rimes
R. Xia
Directors Meetings
Audit Committee Meetings
Meetings
Attended
Number Eligible
to Attend
Meetings
Attended
Number Eligible
to Attend
11
11
11
4
10
4
11
11
11
4
11
4
2
-
2
1
1
-
2
-
2
1
1
-
In addition there were two circular resolutions passed by the board.
INDEMNIFYING OFFICERS
In accordance with the constitution, except as may be prohibited by the Corporations Act 2001, every officer or agent of the
Company shall be indemnified out of the property of the Company against any liability incurred by him or her in his or her capacity
as officer or agent of the Company or any related corporation in respect of any act or omission whatsoever and howsoever
occurring or in defending any proceedings, whether civil or criminal.
The Company paid insurance premiums of $11,945 in August 2013 in respect of directors’ and officers’ liability. The insurance
premiums relate to:
• Costs and expenses incurred by the relevant officers in defending legal proceedings, whether civil or criminal and
whatever their outcome;
• Other liabilities that may arise from their position, with the exception of conduct involving wilful breach of duty or
improper use of information to gain a personal advantage.
PROCEEDINGS ON BEHALF OF COMPANY
No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any proceeding to which
the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings.
The Company was not a party to any such proceedings during the year.
AUDITOR’S INDEPENDENCE DECLARATION
The lead auditor’s independence declaration for the period ended 30 June 2013 has been received and can be found on the
following page.
NON-AUDIT SERVICES
There were no non-audit services provided to the company during the year.
Anthony Ho
Sydney, 30 September 2013
24
RSM Bird Cameron Partners
Level 12, 60 Castlereagh Street Sydney NSW 2000
GPO Box 5138 Sydney NSW 2001
T +61 2 8226 4500 F +61 2 8226 4501
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Apollo Minerals Limited for the year ended 30 June 2013, I
declare that, to the best of my knowledge and belief, there have been no contraventions of:
(i)
(ii)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
any applicable code of professional conduct in relation to the audit.
RSM BIRD CAMERON PARTNERS
C J HUME
Partner
Sydney, NSW
Dated: 23rd September 2013
Liability limited by a
scheme approved
under Professional
Standards Legislation
Major Offices in:
Perth, Sydney,
Melbourne, Adelaide,
Canberra and Brisbane
ABN 36 965 185 036
RSM Bird Cameron Partners is a member of the RSM network. Each member
of the RSM network is an independent accounting and advisory firm which
practises in its own right. The RSM network is not itself a separate legal entity
in any jurisdiction.
APOLLO MINERALS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2013
Revenue
Administration expenses
Personnel cost
Consultancy costs
Compliance and regulatory expenses
Occupancy costs
Technical, geological and support fees
Marketing fees
Directors fees
Legal fees
Exploration expenditure written off
Share based payments
Travel
(LOSS) BEFORE INCOME TAX
Income tax benefit
(LOSS) FOR THE YEAR
Note
2
19
Consolidated
30 June 2013
$
Consolidated
30 June 2012
$
108,064
(211,529)
(239,741)
(128,099)
(67,621)
(26,119)
(286,667)
(93,886)
(130,821)
(339,301)
(1,701)
(307,249)
(67,442)
84,098
(152,403)
(71,506)
(269,004)
(97,455)
(94,339)
(616,140)
(101,110)
(169,587)
(84,694)
(9,409)
(789,500)
(124,540)
(1,792,112)
(2,495,589)
3
180,199
-
(1,611,913)
(2,495,589)
LOSS ATTRIBUTABLE TO MEMBERS OF THE PARENT ENTITY
OTHER COMPREHENSIVE INCOME
-
-
TOTAL OTHER COMPREHENSIVE INCOME
(1,611,913)
(2,495,589)
Earnings per share
Basic and diluted loss per share (cents per share)
17
(0.56)
(1.35)
The Consolidated Statement of Comprehensive Income is to be read in conjunction with the attached notes.
26
APOLLO MINERALS LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 30 JUNE 2013
Review of Operations
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Fixed assets
Evaluation and exploration expenditure
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Share Capital
Reserves
Accumulated losses
TOTAL EQUITY
Consolidated
30 June 2013
$
Consolidated
30 June 2012
$
Note
4
5
6
8
9
1,528,241
247,491
1,775,732
3,091,571
142,083
3,233,654
43,383
16,493,083
16,536,466
20,495
14,378,311
14,398,806
18,312,198
17,632,460
605,779
605,779
540,982
540,982
605,779
540,982
17,706,419
17,091,478
10
11
29,744,528
27,744,923
1,188,483
1,229,793
(13,226,592)
(11,883,238)
17,706,419
17,091,478
The Consolidated Statement of Financial Position is to be read in conjunction with the attached notes.
27
APOLLO MINERALS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2013
Balance as at 1 July 2012
Loss for the year
Issue of share capital
Cost of share capital issued
Share
Capital
$
Reserves
$
Accumulated
Losses
$
Total
$
27,744,923
1,229,793
(11,883,238)
17,091,478
-
2,117,500
(117,895)
-
-
-
(1,611,913)
(1,611,913)
-
-
268,559
2,117,500
(117,895)
-
-
227,249
Transfer from options based payments reserve
Transfer to share based payments reserve
-
-
(268,559)
227,249
Balance as at 30 June 2013
29,744,528
1,188,483
(13,226,592)
17,706,419
Balance as at 1 July 2011
Loss for the year
Issue of share capital
Cost of share capital issued
Transfer from options based payments reserve
Transfer to options based payments reserve
23,099,545
7,003,757
(15,936,113)
14,167,189
(2,495,589)
(2,495,589)
4,902,000
(256,622)
-
-
-
-
-
-
(6,548,464)
6,548,464
4,902,000
(256,622)
-
774,500
-
774,500
Balance as at 30 June 2012
27,744,923
1,229,793
(11,883,238)
17,091,478
The Consolidated Statement of Changes in Equity is to be read in conjunction with the attached notes.
28
Review of Operations
APOLLO MINERALS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees – general
Interest received
Research and development rebate
Consolidated
30 June 2013
$
Consolidated
30 June 2012
$
Note
(1,647,790)
(1,549,052)
74,807
180,199
65,469
-
NET CASH USED IN OPERATING ACTIVITIES
20
(1,392,784)
(1,483,583)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on sale of fixed assets
Purchase of fixed assets
Payment for exploration and evaluation
NET CASH USED IN INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares and options
Costs of issue of shares
NET CASH PROVIDED BY FINANCING ACTIVITIES
-
(40,020)
(2,062,631)
(2,102,651)
520
-
(1,596,721)
(1,596,201)
2,050,000
(117,895)
1,932,105
4,862,000
(252,921)
4,609,079
NET (DECREASE)/INCREASE IN CASH HELD
(1,563,330)
1,529,295
Cash at the beginning of the financial year
3,091,571
1,562,276
CASH AT THE END OF THE FINANCIAL YEAR
4
1,528,241
3,091,571
The Consolidated Statement of Cash Flow are to be read in conjunction with the attached notes
29
NOTES TO THE FINANCIAL STATEMENTS
These consolidated financial statements and notes represent those of Apollo Minerals Limited and Controlled Entities (the
“consolidated group” or “group”).
The separate financial statements of the parent entity, Apollo Minerals Limited, have not been presented within this financial
report as permitted by the Corporations Act 2001.
The financial statements were authorised for issue on 30 September 2013 by the directors of the company.
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PREPARATION
The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting
Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting
Standards Board and the Corporations Act 2001.
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial
report containing relevant and reliable information about transactions, events and conditions. Compliance with
Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial
Reporting Standards. Material accounting policies adopted in the preparation of this financial report are presented
below and have been consistently applied unless otherwise stated.
The financial report has been prepared on an accruals basis and is based on historical costs, modified, where applicable,
by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.
a.
Principles of consolidation
The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by Apollo
Minerals Limited at the end of the reporting period. A controlled entity is any entity over which Apollo Minerals Limited
has the ability and right to govern the financial and operating policies so as to obtain benefits from the entity’s activities.
Where controlled entities have entered or left the Group during the year, the financial performance of those entities is
included only for the period of the year that they were controlled. A list of controlled entities is contained in Note 7 to
the financial statements.
In preparing the consolidated financial statements, all inter-group balances and transactions between entities in the
consolidated group have been eliminated in full on consolidation.
Non-controlling interests, being the equity in a subsidiary not attributable, directly or indirectly, to a parent, are reported
separately within the equity section of the consolidated statement of financial position and consolidated statement of
comprehensive income. The non-controlling interests in the net assets comprise their interests at the date of the original
business combination and their share of changes in equity since that date.
Business combinations
Business combinations occur where an acquirer obtains control over one or more businesses.
A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities
or businesses under common control. The business combination will be accounted for from the date that control is
attained, whereby the fair value of the identifiable assets acquired and liabilities (including contingent liabilities) assumed
is recognised (subject to certain limited exemptions).
When measuring the consideration transferred in the business combination, any asset or liability resulting from a
contingent consideration arrangement is also included. Subsequent to initial recognition, contingent consideration
classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent
consideration classified as an asset or liability is remeasured each reporting period to fair value, recognising any change
to fair value in profit or loss, unless the change in value can be identified as existing at acquisition date.
30
Review of Operations
NOTES TO THE FINANCIAL STATEMENTS
All transaction costs incurred in relation to the business combination are expensed to the consolidated statement of
comprehensive income.
The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase.
b.
Going concern
The financial statements have been prepared on the going concern basis, which contemplates continuity of normal
business activities and the realisation of assets and discharge of liabilities in the normal course of business.
As disclosed in the financial statements, the consolidated entity incurred a loss of $1,611,913 and had net cash outflows
from operating activities of $1,392,784 for the year ended 30 June 2013.
These factors indicate significant uncertainty as to whether the Company and consolidated entity will continue as going
concerns and therefore whether they will realise their assets and extinguish their liabilities in the normal course of
business and at the amounts stated in the financial report.
The Directors believe that there are reasonable grounds to believe that the Company and consolidated entity will be
able to continue as going concerns, after consideration of the following factors:
• The Company has been successful in raising capital during the period (per note 10);
• The Company has the ability to continue to raise additional funds on a timely basis, pursuant to the Corporations Act
2001;
• The consolidated entity has cash at bank at balance date of $1,528,241, net working capital of $1,169,953 and net
assets of $17,706,419;
• The ability of the consolidated entity to further scale back certain parts of their activities that are non essential so as to
conserve cash; and
• The consolidated entity retains the ability, if required, to wholly or in part dispose of interests in mineral exploration
and development assets.
Accordingly, the Directors believe that the Company and consolidated entity will be able to continue as going concerns
and that it is appropriate to adopt the going concern basis in the preparation of the financial report.
The financial report does not include any adjustments relating to the amounts or classification of recorded assets or
liabilities that might be necessary if the Company and consolidated entity do not continue as going concerns.
c.
Adoption of new and revised accounting standards
Changes in accounting policies on initial application of Accounting Standards
In the year ended 30 June 2013, 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 the current annual reporting period.
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 year ended 30 June 2013. 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.
The following Australian Accounting Standards have been issued or amended and are applicable to the Company but
are not yet effective.
The Group does not anticipate the early adoption of any of the following Australian Accounting Standards.
31
NOTES TO THE FINANCIAL STATEMENTS
Reference
Title
AASB 9
Financial
Instruments
2010-7
2009-11
Amendments
to Australian
Accounting
Standards arising
from AASB 9
(December 2010)
Amendments
to Australian
Accounting
Standards arising
from AASB 9
AASB 10 Consolidated
Financial
Statements
AASB 11
Joint
Arrangements
Summary
Replaces the requirements of AASB 139 for the
classification and measurement of financial assets.
This is the result of the first part of Phase 1 of the
IASB’s project to replace IAS 39.
Amends AASB 1, 3, 4, 5, 7, 101, 102, 108, 112,
118, 120, 121, 127, 128, 131, 132, 136, 137, 139,
1023 & 1038 and Interpretations 2, 5, 10, 12, 19 &
127 for amendments to AASB 9 in December 2010
Application date
(financial years
beginning)
1 January 2015
1 January 2015
Amends AASB 1, 3, 4, 5, 7, 101, 102, 108, 112,
118, 121, 127, 128, 131, 132, 136, 139, 1023 and
1038 and Interpretations 10 and 12 as a result of
the issuance of AASB 9.
1 January 2015
Expected
Impact
Unlikely
to have
significant
impact
Unlikely
to have
significant
impact
Unlikely
to have
significant
impact
Replaces the requirements of AASB 127 and
Interpretation 112 pertaining to the principles to
be applied in the preparation and presentation of
consolidated financial statements.
1 January 2013
(for-profit) / 1
January 2014
(Not For Profit)
Unlikely to
be significant
Replaces the requirements of AASB 131 pertaining
to the principles to be applied for financial
reporting by entities that have in interest in
arrangements that are jointly controlled.
1 January 2013
(for-profit) / 1
January 2014
(Not For Profit)
AASB 12 Disclosure of
Interests in Other
Entities
Replaces the disclosure requirements of AASB
127 and AASB 131 pertaining to interests in other
entities.
AASB
127
Separate Financial
Statements
Prescribes the accounting and disclosure
requirements for investments in subsidiaries, joint
ventures and associates when an entity prepares
separate financial statements.
1 January 2013
(for-profit) / 1
January 2014
(Not For Profit)
1 January 2013
(for-profit) / 1
January 2014
(Not For Profit)
AASB
128
2011-7
Investments in
Associates and
Joint Ventures
Amendments
to Australian
Accounting
Standards arising
from AASB
10,11,12,127,128
Prescribes the accounting for investments in
associates and sets out the requirements for the
application of the equity method when accounting
for investments in associates and joint ventures.
1 January 2013
(for-profit) / 1
January 2014
(Not For Profit)
Amends AASB 1,2,3,5,7,9,2009-
11,101,107,112,118,121,124,132,133,136,13
8,139,1023 & 1038 and Interpretations 5,9,16 & 17
as a result of the issuance of AASB 10, 11, 12, 127
and 128
1 January 2013
(for-profit) / 1
January 2014
(Not For Profit)
No Impact
No Impact
No Impact
No Impact
No Impact
AASB 13
Fair Value
Measurement
Provides a clear definition of fair value, a
framework for measuring fair value and
requires enhanced disclosures about fair value
measurement.
1 January 2013
Unlikely to
be significant
32
NOTES TO THE FINANCIAL STATEMENTS
Review of Operations
2011-8
2012-1
Amendments
to Australian
Accounting
Standards arising
from AASB 13
Amendments
to Australian
Accounting
Standards
– Fair Value
Measurement
–Reduced
Disclosure
Requirements
AASB
119
Employee Benefits
Amends AASB 1, 2, 3, 4, 5, 7, 9, 101, 102, 108,
110, 116, 117, 118, 119, 120, 121, 132, 133, 134,
136, 138, 139, 140, 141, 1004, 1023 & 1038 and
Interpretations 2, 4, 12, 13, 14, 17, 19, 131 &
132 as a result of issuance of AASB 13 Fair Value
Measurement.
This Standard makes amendments to AASB
3, 7, 13, 140 and 141 to establish reduced
disclosure requirements for entities preparing
general purpose financial statements under
Australian Accounting Standards – Reduced
Disclosure Requirements for additional and
amended disclosures arising from AASB 13 and
the consequential amendments implemented
through AASB 2011-8 Amendments to Australian
Accounting Standards arising from AASB 13.
The amendments to this Standard eliminates
the option for defined benefit plans to use the
corridor approach to defer the recognition of
actuarial gains and losses and introduce enhanced
disclosures about defined benefit plans.
The amendments also incorporate changes to the
accounting for termination benefits.
1 January 2013
Unlikely to
be significant
1 July 2013
Disclosure
only
1 January
2013
Unlikely to
be
significant
Amends AASB 1, 8, 101, 124, 134, 1049, 2011-8
& Interpretation 14 as a result of the issuance of
AASB 119 Employee Benefits.
1 January
2013
Unlikely to
be
significant
Amendments
to Australian
Accounting
Standards arising
from AASB 119
Amendments to
AASB 119 arising
from Reduced
Disclosure
Requirements
This Standard makes amendments to AASB
119 Employee Benefits, to incorporate reduced
disclosure requirements into the Standard for
entities applying Tier 2 requirements in preparing
general purpose financial statements.
Application of
Tiers of Australian
Accounting
Standards
This standard establishes a differential financial
reporting framework consisting of two Tiers of
reporting requirements for preparing general
purpose financial statements.
Amendments
to Australian
Accounting
Standards arising
from Reduced
Disclosure
Requirements
This Standard gives effect to Australian Accounting
Standards – Reduced
Disclosure Requirements and amends AASB 1,
2, 3, 5, 7, 8, 101, 102, 107, 108, 110, 111, 112,
116, 117, 119, 121, 123, 124, 127, 128, 131, 133,
134, 136, 137, 138, 140, 141, 1050 & 1052 and
Interpretations 2, 4, 5, 15, 17, 127, 129 & 1052.
2011-10
2011-11
AASB
1053
2010-2
2010-10
1 July 2013
No Impact
1 July 2013
No Impact
1 July 2013
No Impact
Amends AASB 1 for first-time adopters
1 January 2013
No Impact
Further
Amendments
to Australian
Accounting
Standards –
Removal of Fixed
Dates for First-time
Adopters
33
NOTES TO THE FINANCIAL STATEMENTS
2011-2
2011-4
2011-6
IFRIC
Interpre-
tation 20
2011-12
2012-2
Amendments
to Australian
Accounting
Standards
arising from the
Trans-Tasman
Convergence
Project - Reduced
Disclosure
Requirements
Amendments
to Australian
Accounting
Standards to
Remove Individual
Key Management
Personnel
Disclosure
Requirements
Amendments
to Australian
Accounting
Standards –
Extending
Relief from
Consolidation, the
Equity Method
and Proportionate
Consolidation
–Reduced
Disclosure
Requirements
Stripping Costs
in the Production
Phase of a Surface
Mine
This Standard makes amendments to AASB 101 &
AASB 1054 in relation to the Australian additional
disclosures arising from the Trans-Tasman
Convergence Project.
1 July 2013
No Impact
This Standard amends AASB 124 Related
Party Disclosures to remove all the individual
key management personnel (KMP) disclosures
contained in Aus paragraphs 29.1 to 29.9.3.
1 July 2013
No Impact
This Standard makes amendments to AASB 127,
128 & 131 to extend the relief from consolidation,
the equity method and proportionate
consolidation to not for profit entities
1 July 2013
No Impact
This Interpretation clarifies the requirements for
accounting for stripping costs in the production
phase of a surface mine, such as when such
costs can be recognised as an asset and how
that asset should be measured, both initially and
subsequently.
1 January 2013
No Impact
Amendments
to Australian
Accounting
Standards arising
from Interpretation
20
This Standard makes amendments to Australian
Accounting Standard AASB 1 First-time Adoption
of Australian Accounting Standards. These
amendments arise from the issuance of IFRIC
Interpretation 20 Stripping Costs in the Production
Phase of a Surface Mine.
1 January 2013
No Impact
This Standard amends the required disclosures
in AASB 7 to include information that will enable
users of an entity’s financial statements to evaluate
the (potential) effect of netting arrangements. It
also amends AASB 132 to refer to the additional
disclosures added to AASB 7 by this Standard.
1 January 2013
Unlikely to
be significant
Amendments
to Australian
Accounting
Standards –
Disclosures
–Offsetting
Financial Assets
and Financial
Liabilities
34
NOTES TO THE FINANCIAL STATEMENTS
Review of Operations
2012-3
2012-4
2012-5
2012-6
2012-7
2012-9
2012-10
Amendments
to Australian
Accounting
Standards –
Offsetting
Financial Assets
and Financial
Liabilities
Amendments
to Australian
Accounting
Standards –
Government Loans
Amendments
to Australian
Accounting
Standards arising
from Annual
Improvements
2009-2011 Cycle
Amendments
to Australian
Accounting
Standards –
Mandatory
Effective Date
of AASB 9
and Transition
Disclosures
Amendments
to Australian
Accounting
Standards arising
from Reduced
Disclosure
Requirements
Amendment
to AASB 1048
arising from
the Withdrawal
of Australian
Interpretation
1039
Amendments
to Australian
Accounting
Standards –
Transition
Guidance
and Other
Amendments
This Standard adds application guidance to
AASB 132 to address inconsistencies identified in
applying some of the offsetting criteria of AASB
132.
1 January 2014
Unlikely to
be significant
This Standard makes amendments to AASB 1 as a
consequence of the issuance of IFRS 1.
1 January 2013
No Impact
This Standard makes amendments to AASB 1, 101,
116, 132, 134 & Interpretation 2 as a result from
2009-2011 Annual Improvements Cycle.
1 January 2013
No Impact
This Standard amends the mandatory effective
date of AASB 9 Financial Instruments so that AASB
9 is required to be applied for annual reporting
periods beginning on or after 1 January 2015
instead of 1 January 2013.
1 January 2015
No Impact
This Standard adds to or amends the Australian
Accounting Standards – Reduced Disclosure
Requirements for AASB 7, 12, 101 and 127.
1 July 2013
No Impact
This Standard amends AASB 1048 Interpretation
of Standards as a consequence of the withdrawal
of Australian Interpretation 1039 Substantive
Enactment of Major Tax Bills in Australia.
1 January 2013
No Impact
1 January 2013
No Impact
Amends AASB 10, AASB 11 and related Standards
with respect to transition guidance to clarify the
circumstances in which adjustments to an entity’s
previous accounting for its involvement with
other entities are required and the timing of such
adjustments. In addition amends these standards
so that they apply mandatorily to not-for-profit
entities from 1 January 2014, with early application
permitted for not-for-profit entities only from 1
January 2013.
35
NOTES TO THE FINANCIAL STATEMENTS
2012-11
2013-1
Amendments
to Australian
Accounting
Standards
–Reduced
Disclosure
Requirements
and Other
Amendments
Amendments
to AASB 1049
–Relocation
of Budgetary
Reporting
Requirements
AASB
1055
Budgetary
Reporting
The Standard makes various editorial corrections
to Australian Accounting Standards – Reduced
Disclosure Requirements (Tier 2).
1 July 2013
No Impact
This Standard moves the requirements relating
to the disclosure of budgetary information from
AASB 1049 (without substantive amendment)
to a single, topic-based, Standard AASB 1055
Budgetary Reporting.
This Standard specifies the nature of budgetary
disclosures and the circumstances in which they
are to be included in. Furthermore, it requires
disclosures about explanations of major variances
between actual and budgeted amounts.
1 July 2014
No Impact
1 July 2014
No Impact
d.
Income taxes
The income tax expense (revenue) for the year comprises current income tax expense (income) and deferred tax expense
(income). Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using
applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities (assets) are
therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.
Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the
year as well unused tax losses. Current and deferred income tax expense (income) is charged or credited directly to
equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity. Deferred
tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have
been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial
recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable
profit or loss.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the
asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date. Their
measurement also reflects the manner in which management expects to recover or settle the carrying amount of the
related asset or liability. Deferred tax assets relating to temporary differences and unused tax losses are recognised only
to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax
asset can be utilised. Where temporary differences exist in relation to investments in subsidiaries, branches, associates,
and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary
difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.
Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net
settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets
and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to
income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where
it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur
in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.
36
Review of Operations
NOTES TO THE FINANCIAL STATEMENTS
e.
Exploration and evaluation costs
Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of
interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful
development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment
of the existence of economically recoverable reserves. Accumulated costs in relation to an abandoned area are written
off in full against profit in the year in which the decision to abandon the area is made.
When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the
area according to the rate of depletion of the economically recoverable reserves. A regular review is undertaken of each
area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.
Costs of site restoration are provided over the life of the facility from when exploration commences and are included
in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and
building structures, waste removal, and rehabilitation of the site in accordance with clauses of the mining permits.
Such costs have been determined using estimates of future costs, current legal requirements and technology on an
undiscounted basis.
Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site
restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and
future legislation. Accordingly the costs have been determined on the basis that the restoration will be completed within
one year of abandoning the site.
f.
Leases
A distinction is made between finance leases which transfer from the lessor to the lessee substantially all the risks and
rewards incident to ownership of the leased asset and operating leases under which the lessor retains substantially all
the risks and rewards.
Where an asset is acquired by means of a finance lease, the fair value of the leased property or the present value of
minimum lease payments, if lower, is established as an asset at the beginning of the lease term. A corresponding
liability is also established and each lease payment is apportioned between the finance charge and the reduction of the
outstanding liability.
Operating lease rental expense is recognised as an expense on a straight line basis over the lease term, or on a
systematic basis more representative of the time pattern of the user’s benefit.
g.
Financial instruments
Recognition and initial measurement
Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to
the instrument. For financial assets, this is equivalent to the date that the company commits itself to either the purchase
or sale of the asset (ie trade date accounting is adopted).
Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified
“at fair value through profit or loss”, in which case transaction costs are expensed to profit or loss immediately.
Classification and subsequent measurement
Finance instruments are subsequently measured at fair value, amortised cost using the effective interest rate method,
or cost.
Amortised cost is the amount at which the financial asset or financial liability is measured at initial recognition less
principal repayments and any reduction for impairment, and adjusted for any cumulative amortisation of the difference
between that initial amount and the maturity amount calculated using the effective interest method.
37
NOTES TO THE FINANCIAL STATEMENTS
Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied
to determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to similar
instruments and option pricing models.
The effective interest method is used to allocate interest income or interest expense over the relevant period and is
equivalent to the rate that discounts estimated future cash payments or receipts (including fees, transaction costs and
other premiums or discounts) through the expected life (or when this cannot be reliably predicted, the contractual term)
of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected
future net cash flows will necessitate an adjustment to the carrying value with a consequential recognition of an income
or expense item in profit or loss.
The Group does not designate any interests in subsidiaries, associates or joint venture entities as being subject to the
requirements of Accounting Standards specifically applicable to financial instruments.
(i) Financial assets at fair value through profit or loss
Financial assets are classified at “fair value through profit or loss” when they are held for trading for the purpose of
short-term profit taking, derivatives not held for hedging purposes, or when they are designated as such to avoid
an accounting mismatch or to enable performance evaluation where a Group of financial assets is managed by key
management personnel on a fair value basis in accordance with a documented risk management or investment strategy.
Such assets are subsequently measured at fair value with changes in carrying value being included in profit or loss.
(ii) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an
active market and are subsequently measured at amortised cost.
Loans and receivables are included in current assets, where they are expected to mature within 12 months after the end
of the reporting period.
(iii) Held-to-maturity investments
Held-to-maturity investments are included in non-current assets where they are expected to mature within 12 months
after the end of the reporting period. All other investments are classified as current assets.
(iv) Available-for-sale financial assets
Available-for-sale financial assets are non-derivative financial assets that are either not suitable to be classified into
other categories of financial assets due to their nature, or they are designated as such by management. They comprise
investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments.
They are subsequently measured at fair value with changes in such fair value (i.e. gains or losses) recognised in other
comprehensive income (except for impairment losses and foreign exchange gains and losses). When the financial asset
is derecognised, the cumulative gain or loss pertaining to that asset previously recognised in other comprehensive
income is reclassified into profit or loss.
Available-for-sale financial assets are included in non-current assets where they are expected to be sold within 12
months after the end of the reporting period. All other financial assets are classified as current assets.
(v) Financial liabilities
Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost.
38
NOTES TO THE FINANCIAL STATEMENTS
Review of Operations
Derivative instruments
The Group designates certain derivatives as either:
i. hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedge); or
ii. hedges of highly probable forecast transactions (cash flow hedges).
At the inception of the transaction the relationship between hedging instruments and hedged items, as well as
the Group’s risk management objective and strategy for undertaking various hedge transactions, is documented.
Assessments, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging
transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of
hedged items, are also documented.
Fair value hedge
(i)
Changes in the fair value of derivatives that are designated and qualified as fair value hedges are recorded in the
consolidated statement of comprehensive income, together with any changes in the fair value of hedged assets or
liabilities that are attributable to the hedged risk.
Cash flow hedge
(ii)
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is
deferred to a hedge reserve in equity. The gain or loss relating to the ineffective portion is recognised immediately in
the consolidated statement of comprehensive income.
Amounts accumulated in the hedge reserve in equity are transferred to the consolidated statement of comprehensive
income in the periods when the hedged item will affect profit or loss.
Impairment
At the end of each reporting period, the Group assesses whether there is objective evidence that a financial instrument
has been impaired. In the case of available-for-sale financial instruments, a prolonged decline in the value of the
instrument is considered to determine whether an impairment has arisen. Impairment losses are recognised in profit or
loss. Also, any cumulative decline in fair value previously recognised in other comprehensive income is reclassified to
profit or loss at this point.
Financial guarantees
Where material, financial guarantees issued that require the issuer to make specified payments to reimburse the holder
for a loss it incurs because a specified debtor fails to make payment when due are recognised as a financial liability at
fair value on initial recognition.
The guarantee is subsequently measured at the higher of the best estimate of the obligation and the amount initially
recognised less, when appropriate, cumulative amortisation in accordance with AASB 118: Revenue. Where the entity
gives guarantees in exchange for a fee, revenue is recognised under AASB 118.
The fair value of financial guarantee contracts has been assessed using a probability-weighted discounted cash flow
approach. The probability has been based on:
-
-
-
the likelihood of the guaranteed party defaulting in a year period;
the proportion of the exposure that is not expected to be recovered due to the guaranteed party defaulting;
and
the maximum loss exposed if the guaranteed party were to default.
39
NOTES TO THE FINANCIAL STATEMENTS
Derecognition
Financial assets are derecognised where the contractual rights to receipt of cash flows expire or the asset is transferred
to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits
associated with the asset. Financial liabilities are derecognised where the related obligations are discharged, cancelled
or expired. The difference between the carrying value of the financial liability extinguished or transferred to another party
and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in
profit or loss.
Impairment of assets
At each reporting date, the group reviews the carrying values of its tangible and intangible assets to determine whether
there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the
asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying
value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the consolidated statement
of comprehensive income. Impairment testing is performed annually for goodwill and intangible assets with indefinite
lives.
Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable
amount of the cash-generating unit to which the asset belongs. In the case of available-for-sale financial instruments, a
prolonged decline in the value of the instrument is considered to determine whether impairment has arisen.
Investments in subsidiaries
In the separate financial statements of Apollo Minerals Limited investments in its subsidiaries are accounted for at cost.
Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid
investments with original maturities of 3 months or less, and bank overdrafts. Bank overdrafts are shown within short-
term borrowings in current liabilities on the consolidated statement of financial position.
Revenue recognition
Interest revenue is recognised using the effective interest method. It includes the amortisation of any discount or
premium.
Borrowing costs
Borrowing costs are recognised as an expense in the period in which they are incurred except borrowing costs that are
directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period
to get ready for its intended use or sale. In this case the borrowing costs are capitalised as part of the cost of such a
qualifying asset.
The amount of borrowing costs relating to funds borrowed generally and used for the acquisition of qualifying assets
has been determined by applying a capitalisation rate to the expenditures on those assets. The capitalisation rate
comprises the weighted average of borrowing costs incurred during the year.
Goods and services tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred
is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of
acquisition of the asset or as part of an item of the expense. Receivables and payables in the consolidated statement
of financial position are shown inclusive of GST. Cash flows are presented in the consolidated statement of cash flows
on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating
cash flows.
h.
i.
j.
k.
l.
m.
40
Review of Operations
NOTES TO THE FINANCIAL STATEMENTS
n.
o.
p.
Comparative figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation
for the current financial year.
Significant judgements and key assumptions
The directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge
and best available current information. Estimates assume a reasonable expectation of future events and are based on
current trends and economic data, obtained both externally and within the group.
Key judgements
The Group capitalises expenditure relating to exploration and evaluation where it is considered likely to be recoverable
or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves.
While there are certain areas of interest from which no reserves have been extracted, the directors are of the continued
belief that such expenditure should not be written off since feasibility studies in such areas have not yet concluded. Such
capitalised expenditure is carried at reporting date at $16,493,083.
2.
REVENUE
Interest received
Fuel tax rebate
Consolidated Group
2013
$
86,425
21,639
2012
$
84,098
-
108,064
84,098
3.
(a)
INCOME TAX EXPENSE
No income tax is payable by the parent or consolidated entities as they recorded losses for income tax purposes for
the period.
(b)
Reconciliation between income tax expense and prima facie tax on accounting profit (loss)
Accounting loss
Tax at 30%
Tax effect of non-deductible expenses
(including share based payment expense)
Deductible exploration costs
Refundable research and development tax offset1
Deferred tax asset not recognised
Income tax benefit
Consolidated Group
2013
$
2012
$
(1,611,913)
(2,495,589)
(483,574)
(748,677)
92,175
(381,442)
180,199
236,850
(382,148)
-
772,841 893,975
180,199
-
¹ During the year the Group benefited from the Australian Government’s Research and Development Tax Incentive Scheme in the amount of
$180,199 (2012: $Nil). There are no unfulfilled conditions or other contingencies attaching to these grants.
41
NOTES TO THE FINANCIAL STATEMENTS
(c) Tax losses
Unused tax losses for which no deferred tax asset has been recognised
21,108,221
16,422,115
2013
$
2012
$
Potential deferred tax assets attributable to tax losses and exploration expenditure carried forward have not been brought to
account at 30 June 2013 because the directors do not believe it is appropriate to regard realisation of the deferred tax assets as
probable at this point in time. These benefits will only be obtained if:
•
the company derives future assessable income of a nature and of an amount sufficient to enable the benefit from the
deductions for the loss and exploration expenditure to be realised;
the company continues to comply with conditions for deductibility imposed by law; and
•
• no changes in tax legislation adversely affect the company in realising the benefit from the deductions for the loss and
exploration expenditure.
The applicable tax rate is the national tax rate in Australia for companies, which is 30% at the reporting date.
4.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents
5.
TRADE AND OTHER RECEIVABLES
CURRENT
Other receivables
GST refund due
42
Consolidated Group
2013
$
2012
$
1,528,241
3,091,571
Consolidated Group
2013
$
2012
$
148,497
98,994
142,083
-
NOTES TO THE FINANCIAL STATEMENTS
Review of Operations
6.
FIXED ASSETS
Plant and Equipment
At cost
Opening balance
Additions
Disposal
Closing balance
Depreciation
Opening balance
Charge for the year
Disposal
Closing balance
Written down value
7.
CONTROLLED ENTITIES
Parent Entity:
Apollo Minerals Limited
Subsidiaries:
Apollo Iron Ore No 1 Pty Limited¹
Apollo Iron Ore (No. 2) Pty Limited
Apollo Iron Ore No 3 Pty Limited
Apollo African Holdings Limited
Apollo Gabon SA
247,491
142,083
Consolidated Group
2013
$
2012
$
54,719
40,019
-
94,738
(34,224)
(17,131)
-
(51,355)
64,258
-
(9,539)
54,719
(21,857)
(14,817)
2,450
(34,224)
43,383
20,495
Country of
Incorporation
Ownership %
2013
Ownership %
2012
Australia
Australia
Australia
Australia
Hong Kong
Gabon
-
100
100
100
70
70
100
100
100
-
100
100
100
70
70
100
-
100
43
Capital Resource Holdings No.1 Limited
New Zealand
Jindal Apollo Iron Ore Limited
Southern Exploration Pty Limited
Australia
Australia
¹ Formerly named Apollo Iron Ore Pty Limited
NOTES TO THE FINANCIAL STATEMENTS
8.
EXPLORATION AND EVALUATION EXPENDITURE
Evaluation and exploration expenditure
Reconciliation of carrying amount
Balance at beginning of financial period
Acquisition of tenements
Expenditure in current period
Consolidated Group
2013
$
2012
$
16,493,083
14,378,311
14,378,311
12,760,107
-
60,984
2,114,772
1,557,220
Balance at end of financial period
16,493,083
14,378,311
9.
TRADE AND OTHER PAYABLES
CURRENT
Unsecured liabilities:
Trade payables
Sundry payables and accrued expenses
10.
SHARE CAPITAL
324,264,466 (2012: 270,677,195) fully paid ordinary shares
Consolidated Group
2013
$
2012
$
509,908
95,871
605,779
523,114
17,868
540,982
Consolidated Group
2013
$
2012
$
29,744,528
29,744,528
27,744,923
27,744,923
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number
of shares held. At shareholders’ meetings each ordinary share is entitled to one vote when a poll is called, otherwise each
shareholder has one vote on a show of hands.
44
Review of Operations
NOTES TO THE FINANCIAL STATEMENTS
Reconciliation of movements in share capital during the year:
Opening balance – start of reporting period
270,677,195
157,106,741
27,744,923
23,099,545
2013
No. Shares
2012
No. Shares
2013
$
2012
$
Issue of shares – 15 November 2011
Issue of shares – 2 May 2012
Issue of shares – 11 May 2012
Issue of shares – 12 May 2012
Issue of shares – 29 June 2012
Issue of shares – 28 December 2012
Issue of shares – 27 February 2013
Issue of shares – 27 February 2013
Issue of shares – 3 April 2013
Capital raising costs
11.
RESERVES
-
-
-
-
-
23,545,454
40,000,000
49,175,000
600,000
250,000
-
-
-
-
-
2,337,271
16,250,000
10,000,000
25,000,000
-
-
-
-
-
-
67,500
650,000
400,000
1,000,000
(117,895)
1,295,000
1,600,000
1,967,000
30,000
10,000
-
-
-
-
(256,622)
324,264,466
270,677,195
29,744,528
27,744,923
Consolidated Group
2013
$
2012
$
Options reserve
1,188,483
1,229,793
45
NOTES TO THE FINANCIAL STATEMENTS
Options reserve
Total Options
Opening balance
Issue of unlisted options – 19 July 2010
Expiry of unlisted options – 15 September 2011
Expiry of listed options – 30 November 2011
Expiry of unlisted options – 30 November 2011
Expiry of unlisted options – 15 December 2011
Expiry of unlisted options – 15 March 2012
Expiry of unlisted options – 15 June 2012
Expiry of unlisted options – 30 June 2012
Expiry of unlisted options – 30 June 2012
Expiry of unlisted options – 30 June 2012
Expiry of unlisted options – 30 June 2012
Expiry of unlisted options – 30 June 2012
Issue of unlisted options – 1 December 2011
Issue of unlisted options – 1 December 2011
Issue of unlisted options – 1 December 2011
Issue of unlisted options – 1 December 2011
Issue of unlisted options – 1 December 2011
Issue of unlisted options – 1 December 2011
Issue of options – 29 June 2012
Issue of unlisted options – 5 July 2012
Expiry of unlisted options – 15 September 2012
Issue of unlisted options – 5 October 2012
Expiry of unlisted options – 30 November 2012
Expiry of unlisted options – 15 December 2012
Expiry of unlisted options – 30 December 2012
Expiry of unlisted options – 31 December 2012
Issue Director Performance Rights – 19 February 2013
Issue Employee Performance Rights – 19 February 2013
Expiry of unlisted options – 15 March 2013
Expiry of Director Performance Rights – 30 June 2013
Expiry of Employee Performance Rights – 30 June 2013
Vesting of unlisted options – 30 June 2013
2013
Options
2012
Options
2013
$
2012
$
62,000,000
63,468,366
1,188,483
1,229,793
63,486,366
60,800,649
1,229,793
7,003,757
-
(250,000)
(6,742,316)
(625,000)
(250,000)
(250,000)
(250,000)
(27,000,000)
(500,000)
(500,000)
(8,333,333)
(5,000,000)
5,886,366
1,000,000
2,000,000
2,000,000
2,000,000
1,000,000
38,500,000
10,000,000
(250,000)
500,000
(5,886,366)
(250,000)
(2,250,000)
(3,100,000)
15,000,000
500,000
(250,000)
(15,000,000)
(500,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
153,675
(7,711)
3,074
-
(7,710)
(200,000)
(42,321)
-
-
(10,817)
-
-
70,500
54,086
(41,041)
-
(102,602)
(41,041)
(41,041)
(7,711)
(4,143,363)
(90,250)
(90,228)
(1,683,574)
(307,614)
-
29,900
24,633
24,633
24,634
22,100
594,515
-
-
-
-
-
-
-
-
-
-
-
-
-
46
Closing balance
62,000,000
63,486,366
1,188,483
1,229,793
NOTES TO THE FINANCIAL STATEMENTS
Review of Operations
The options reserve represents the charge for outstanding options which have met all conditions precedent to vest, but which
have not been exercised.
12.
FINANCIAL RISK MANAGEMENT
The group’s principal financial instruments comprise mainly of deposits with banks, shares in listed companies shown as available
for sale financial assets, and loans to subsidiaries. The main purpose of the financial instruments is to earn the maximum amount of
interest at a low risk to the group. The group also has other financial instruments such as trade debtors and creditors which arise
directly from its operations. For the period under review, it has been the Company’s policy not to trade in financial instruments.
The Group holds the following financial instruments at the end of the reporting period:
Financial assets
Cash and cash equivalents
Trade and other receivables
Financial liabilities
Trade and other payables
Consolidated Group
2013
$
2012
$
1,528,241
3,091,571
247,491
142,083
1,775,732
3,233,654
605,779
540,982
The main risks arising from the Company’s financial instruments are market risk, credit risk and liquidity risk. The board reviews
and agrees policies for managing each of these risks and they are summarised below:
a.
b.
Market risk
Cash flow and fair value interest rate risk
The group’s main interest rate risk arises from cash deposits to be applied to exploration and development areas of
interest. It is the group’s policy to invest cash in short term deposits to minimise the group’s exposure to interest rate
fluctuations. The group’s deposits were denominated in Australian dollars throughout the year. The group did not enter
into any interest rate swap contracts during the year ended 30 June 2013. Neither the group nor the parent has any short
or long term debt, and therefore this risk is minimal.
Foreign currency risk
The group has no exposure to foreign currency risk.
Credit risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the
group. The group has adopted the policy of only dealing with credit worthy counterparties and obtaining sufficient
collateral or other security where appropriate, as a means of mitigating the risk of financial loss from defaults. The cash
transactions of the group are limited to high credit quality financial institutions.
The group does not have any significant credit risk exposure to any single counterparty or any group of counterparties
having similar characteristics. The carrying amount of financial assets recorded in the financial statements, net of any
provisions for losses, represents the group’s maximum exposure to credit risk.
47
NOTES TO THE FINANCIAL STATEMENTS
c.
Liquidity risk
The group manages liquidity risk by continuously monitoring forecast and actual cash flows and matching the maturity
profiles of financial assets and liabilities. Surplus funds when available are generally only invested in high credit quality
financial institutions in highly liquid markets.
Financial instrument composition and maturity analysis
The tables below reflect the undiscounted contractual settlement terms for financial instruments of a fixed period of maturity,
as well as management’s expectations of the settlement period for all other financial instruments. As such, the amounts may not
reconcile to the consolidated statement of financial position.
Consolidated Group
Within 1 year
1 to 5 years
Over 5 years
Total
2013
$
2012
$
2013
$
2012
$
2013
$
2012
$
2013
$
2012
$
Financial liabilities -
due for payment:
Trade and other payables
605,779
540,982
Total contractual outflows
605,779
540,982
Financial assets –
cash flows realisable
Cash and cash equivalents
1,528,241
3,091,571
Trade and other receivables
247,491
142,083
Total anticipated inflows
1,775,732
3,233,654
Net inflow on financial
instruments
1,169,953 2,692,672
-
-
-
-
-
-
-
-
-
-
-
605,779
540,982
605,779
540,982
1,528,241
3,091,571
247,491
142,083
1,775,732
3,233,654
- 1,169,953 2,692,672
Cash flow sensitivity analysis for variable rate instruments
A change of 100 basis points in interest rates at the reporting date would have increased/(decreased) equity and profit or loss by
the amounts shown below.
Change in profit
Change in equity
Carrying
Value
$
100bp
increase
$
100bp
decrease
$
100bp
increase
$
100bp
decrease
$
30 June 2013
Cash and cash equivalents - Consolidated
1,528,241
15,282
(15,282)
15,282
(15,282)
30 June 2012
Cash and cash equivalents - Consolidated
3,091,571
30,916
(30,916)
30,916
(30,916)
48
Review of Operations
NOTES TO THE FINANCIAL STATEMENTS
Maturity of financial assets and liabilities
The note below summarises the maturity of the group’s and the parent’s financial assets and liabilities as per the director’s
expectations. The amounts disclosed are the contractual undiscounted cash flows. There are no derivatives.
Consolidated Group
30 June 2013
Trade and other receivables
Trade and other payables
< 6 months
$
6 – 12
months
$
1- 5
years
$
>5 years
Total
$
$
247,491
605,779
-
-
-
-
-
-
247,491
605,779
Fair value of financial assets and financial liabilities
There is no difference between the fair values and the carrying amounts of the Company’s financial instruments. The Company
has no unrecognised financial instruments at balance date.
Sensitivity analysis on changes in market rates
The Company has no remaining available-for-sale financial assets.
13.
COMMITMENTS FOR EXPENDITURE
The consolidated group currently has commitments for expenditure at 30 June 2013 on its exploration tenements as follows:
Not later than 12 months
Between 12 months and 5 years
Greater than 5 years
Consolidated Group
2013
$
734,708
2,575,833
-
2012
$
310,500
620,000
613,500
3,310,541
1,544,000
The Group reviews its tenement obligations on an ongoing basis and will continue to hold existing tenements beyond the two
year period based on their prospectivity.
The group has a further commitment to pay a retainer fee under outsourced consultancy and management agreements for the
provision of geological and service personnel. These agreements can be cancelled with varying notice periods up to 12 months.
Not later than 12 months
Between 12 months and 5 years
Greater than 5 years
Consolidated Group
2013
$
240,000
60,000
-
2012
$
206,820
-
-
300,000
206,820
49
NOTES TO THE FINANCIAL STATEMENTS
14.
CONTINGENT LIABILITIES AND CONTINGENT ASSETS
There are no contingent liabilities or assets in existence at balance sheet date.
15.
RELATED PARTY DISCLOSURES
Refer to the Remuneration Report contained in the Directors Report for details of the remuneration paid or payable to each
member of the Group’s key management personnel for the year ended 30 June 2013. Other than the Directors, Exploration
Manager and Company Secretary, the Company had no key management personnel for the financial period ended 30 June 2013.
The total remuneration paid to key management personnel of the company and the group during the year are as follows:
Consolidated Group
2013
$
2012
$
826,935
14,400
17,500
70,500
697,186
3,578
90,540
-
929,335
791,304
Short term employee benefits
Superannuation
Share based payments
Options granted
DIRECTORS’ AND EXECUTIVE OFFICERS’ EMOLUMENTS
(a) Details of directors and key management personnel
(i)
(ii)
Directors
Anthony Ho – Non-Executive Chairman
Richard Shemesian – Executive Director
Dominic Tisdell – Executive Director
Matthew Rimes – Non-Executive Director
Management and Company secretary
Guy Robertson – Company Secretary
Dominic Tisdell – Executive General Manager (Chief Operating Officer)
Derek Pang – Exploration Manager
(iii) Directors’ remuneration
Directors’ remuneration and other terms of employment are reviewed annually by the Board having regard to performance
against goals set at the start of the year, relative comparative information and, where applicable, independent expert
advice.
Except as detailed in Notes (a) – (d) to the Remuneration Report in the Director’s Report, no director has received or
become entitled to receive, during or since the financial period, a benefit because of a contract made by the Company
or a related body corporate with a director, a firm of which a director is a member or an entity in which a director has
a substantial financial interest. This statement excludes a benefit included in the aggregate amount of emoluments
received or due and receivable by directors and shown in Notes (a) – (d) to the Remuneration Report, prepared in
accordance with the Corporations regulations, or the fixed salary of a full time employee of the Company.
(b) Key management personnel
Other than the Directors, Exploration Manager and Company Secretary, the Company had no key management personnel for the
financial period ended 30 June 2013.
50
Review of Operations
NOTES TO THE FINANCIAL STATEMENTS
(c) Remuneration options: Granted and vested during the financial period ending 30 June 2013
No options were granted to directors and key management during the year. 1,000,000 options for D. Tisdell vested on 01/04/2013
with an exercise price of 8 cents and an expiry of 31/12/2014. Also 2,000,000 options with an exercise price of 15 cents for D.
Tisdell with expiry on 09/05/2015 vested on the 19/11/2012.
The relevant share based payment disclosures are contained in note 19 to the financial statements.
(d) Share and option holdings
All equity dealings with directors have been entered into with terms and conditions no more favourable than those that the entity
would have adopted if dealing at arm’s length.
Shares held by Directors and Officers
Period from 1 July 2012 to 30 June 2013
A. Ho
R. Shemesian¹
D. Tisdell
D. Nolan²
M. Rimes
X. Wu²
Balance at
beginning
of year
900,000
14,878,861
-
-
2,500,000
-
18,278,861
Received
as Remuneration
Options
Exercised
Net Change
Other
Balance at
end of year
-
-
-
-
-
-
-
-
-
-
-
-
-
-
170,000
615,496
1,070,000
15,494,357
-
-
-
-
157,748
2,657,748
-
-
943,244
19,222,105
¹ Mr Shemesian is the sole director and shareholder in Black Swan Global Pty Limited which holds 10,389,679 shares and is a director and
shareholder in Normandy Corporation Limited as trustee for the Normandy Superannuation Fund which holds 5,104,678 shares.
² Director resigned during the year.
Options Held By Current Directors and Officers
Period from 1 July 2012 to 30 June 2013
A. Ho
D. Nolan²
R. Shemesian¹
D. Tisdell
M. Rimes
R. Xia²
Balance at
beginning
of year
250,000
250,000
1,000,000
6,000,000
1,000,000
-
8,500,000
Granted as
Remuneration1
Options
expired
Net Change
Other
Balance at
end of year
-
-
-
-
-
-
-
(250,000)
-
-
-
-
-
(250,000)
-
-
-
-
-
-
-
-
250,000
1,000,000
6,000,000
1,000,000
-
8,250,000
¹ Mr Shemesian is the sole director and shareholder in Black Swan Global Pty Limited which holds 10,389,679 shares and is a director and
shareholder in Normandy Corporation Limited as trustee for the Normandy Superannuation Fund which holds 5,104,678 shares.
² Director resigned during the year.
51
NOTES TO THE FINANCIAL STATEMENTS
(e) Related party transactions
Expenses
Greenhill Capital Partners¹
Mills Oakley Lawyers²
Whiteoaks Capital Pty Ltd²
Totals
Consolidated Group
2013
$
2012
$
174,433
8,560
11,668
194,661
193,640
-
-
193,640
¹ Fees paid to entities in which the Executive Director, Mr Richard Shemesian has an interest. Mr Shemesian’s contract is for an amount of $40,000
for directors fees and consulting fees at a daily rate which amounted to $134,433 for 2013.
² Fees paid to entities in which the former Non-Executive Director, Mr David Nolan has an interest. Mr Nolan retired in November 2012. During this
period Mr Nolan was paid Director’s fees of $11,668. Legal fees of $8,560 were paid to a firm in which Mr Nolan was a partner.
52
Review of Operations
NOTES TO THE FINANCIAL STATEMENTS
16.
SEGMENT INFORMATION
The group’s operations are in one business segment being the resources sector. The group operates in Australia and Gabon. All
subsidiaries in the group operate within the same segment.
Segment Revenue
External segment revenue
Segment expenses from continuing operating activities
Loss before income tax
Income tax benefit
Loss after income tax
Assets
Segment Assets
Total assets
Liabilities
Segment Liabilities
Total Liabilities
An analysis of segment assets is as follows:
Assets
Exploration assets
Commonwealth Hill
Mount Oscar
Gabon
Total exploration assets
Unallocated
2013
$
2012
$
108,064
(1,900,176)
(1,792,112)
180,199
84,098
(2,579,687)
(2,495,589)
-
(1,611,913)
(2,495,589)
18,312,198
18,312,198
17,632,460
17,632,460
605,779
605,779
540,982
540,982
3,553,152
1,827,519
12,516,696
12,341,727
423,237
209,065
16,493,085
14,378,311
1,819,113
3,254,149
18,312,198
17,632,460
53
NOTES TO THE FINANCIAL STATEMENTS
17.
EARNINGS PER SHARE
Reconciliation of earnings per share
Basic and diluted earnings per share
Consolidated Group
2013
Cents
2012
Cents
(0.56)
(1.35)
Loss used in the calculation of the basic earnings per share
(1,611,913)
(2,495,589)
Weighted average number of ordinary shares:
Used in calculating basic earnings per ordinary share
Dilutive potential ordinary shares
Used in calculating diluted earnings per share
18.
AUDITORS REMUNERATION
Auditor of parent entity
Audit or review of financial reports
Non-audit services
No. of shares
No. of shares
286,728,723
185,097,874
-
-
286,728,723
185,097,874
Consolidated Group
2013
$
2012
$
32,000
-
32,000
27,000
-
27,000
19.
SHARE BASED PAYMENTS
Goods or services received or acquired in a share-based payment transaction are recognised as an increase in equity if the
goods or services were received in an equity-settled share-based payment transaction or as a liability if the goods and services
were acquired in a cash settled share-based payment transaction.
For equity-settled share-based transactions, goods or services received are measured directly at the fair value of the goods
or services received provided this can be estimated reliably. If a reliable estimate cannot be made the value of the goods or
services is determined indirectly by reference to the fair value of the equity instrument granted.
Transactions with employees and others providing similar services are measured by reference to the fair value at grant date of
the equity instrument granted.
The options hold no voting or dividend rights and are unlisted. Details of the options issued to key management personnel are
included in the Directors’ report. No new shares were issued in the period to key management personnel/directors. Total share
based payment expense relates to shares issued in prior period but vesting in the current period or relates to shares yet to be
issued.
54
Review of Operations
NOTES TO THE FINANCIAL STATEMENTS
Expenses arising from share-based payment transactions
Total expenses arising from share-based payment transactions recognised during the year:
Employee benefits expense
Options issued
Shares in lieu of cash payments
Total employee benefits expense
Options issued to advisors
Shares issued to advisors in lieu of cash payments
Total share based payments
Options granted to Key Management Personnel:
Consolidated Group
2013
$
2012
$
70,500
17,500
88,000
156,749
62,500
307,249
140,900
-
140,900
648,600
-
789,500
Grant date
Option class
Balance at
start of year
1/12/11
1/12/11
1/12/11
1/12/11
Series 1
3,000,000
Series 2
2,000,000
Series 3
2,000,000
Series 4
1,000,000
Number
granted /
(expired)
during year
Options
outstanding
at
30 June 2013
Fair value
of options
granted
during the
year
-
-
-
-
3,000,000
2,000,000
2,000,000
1,000,000
Number
vested at
30 June 2013
Exercise
Price
Expiry date
-
-
-
-
3,000,000
8 cents
31/12/14
2,000,000
10 cents
2,000,000
15 cents
9/5/14
9/5/15
1,000,000
12 cents
31/12/14
Details of the options issued to key management personnel are included in the Directors’ report.
Options granted to Other Parties:
Grant date
Option class
Balance at
start of year
29/6/12
Series 5
38,500,000
5/7/12
Series 6
10,000,000
8/12/12
Series 7
500,000
Number
granted /
(expired)
during year
Options
outstanding
at
30 June 2013
38,500,000
10,000,000
500,000
-
-
-
Fair value
of options
granted
during the
year
Number
vested at
30 June 2013
Exercise
Price
-
-
-
38,500,000
5 cents
10,000,000
5 cents
500,000
5 cents
Expiry date
30/6/14
30/6/14
30/6/14
55
NOTES TO THE FINANCIAL STATEMENTS
Basis of valuation
The Black & Scholes methodology has been used to ascertain fair value, together with the following assumptions for the options
issued:
Series 1
Series 2
Series 3
Series 4
Series 5
Series 6
Series 7
Expected volatility (%)
Risk-free interest free (%)
65%
3.71%
Expected life of option (years)
2.5
65%
3.71%
3.5
65%
3.71%
4.5
65%
3.71%
3.0
Exercise price ($)
Grant date share price
8 cents
7 cents
10 cents
15 cents
12 cents
7 cents
7 cents
7 cents
80%
3.65%
2.0
5 cents
4 cents
80%
3.65%
2.0
5 cents
4 cents
80%
3.65%
1.5
10 cents
4 cents
Other information
No options have been exercised to 30 June 2013.
20.
CASH FLOW INFORMATION
Reconciliation of net cash used in operating activities with profit after income tax
Loss after income tax
Non-cash flows in profit:
Impairment of investments
Profit on sale of investments
Write off exploration expenditure
Depreciation
Share based payments
Changes in assets and liabilities during the financial period:
(Increase) in trade and other receivables
Increase/(decrease) in trade and other payables
Net cash outflow from operating activities
Consolidated Group
2013
$
2012
$
(1,611,913)
(2,495,589)
-
-
1,701
17,131
307,249
7,089
-
-
14,817
789,500
(105,408)
(1,544)
(93,543)
294,143
(1,392,784)
(1,483,583)
56
21.
PARENT ENTITY DISCLOSURES
(a) Financial position
Current Assets
Cash and cash equivalents
Trade and other receivables
Total Current Assets
Non-current Assets
Fixed assets
Financial assets
Trade and other receivables
Total Non-current assets
Total Assets
Current Liabilities
Trade and other payables
Total Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Share Capital
Reserves
Accumulated losses
TOTAL EQUITY
(b) Reserves
Options reserve
Options based payments reserve
Share based payments reserve
(c) Financial performance
Loss for the year
Other comprehensive income
Total comprehensive income
(d) Commitments
2013
$
2012
$
1,528,149
210,391
1,738,540
3,091,479
104,983
3,196,462
43,383
202,972
16,412,358
16,658,713
20,495
202,972
14,281,280
14,504,747
18,397,253
17,701,209
605,779
605,779
540,977
540,977
605,779
540,977
17,791,474
17,160,232
29,744,528
27,744,923
1,188,483
1,229,793
(13,141,537)
(11,814,484)
17,791,474
17,160,232
1,188,483
1,229,793
-
-
-
-
1,188,483
1,229,793
(1,595,608)
(2,478,026)
-
-
(1,595,608)
(2,478,026)
All Exploration commitments are held by subsidiary companies.
Administration commitments
Not later than 12 months
Between 12 months and 5 years
482,500
206,820
-
-
482,500
206,820
57
NOTES TO THE FINANCIAL STATEMENTS
22.
SIGNIFICANT AFTER BALANCE DATE EVENTS
There are no matters or circumstances that have arisen since the end of the financial period that have 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.
58
Review of Operations
DIRECTORS’ DECLARATION
The directors of the Company declare that:
1.
the financial statements and notes, as set out on pages 30 to 58, are in accordance with the Corporations Act 2001 and:
a.
b.
comply with Accounting Standards which, as stated in accounting policy Note 1 to the financial statements,
constitutes explicit and unreserved compliance with International Financial Reporting Standards (IFRS); and
give a true and fair view of the financial position as at 30 June 2013 and of the performance for the period ended
on that date of the Company and consolidated group; and
2.
the Executive Director and Chief Financial Officer have each declared that:
a.
b.
c.
the financial records of the Company for the financial year have been properly maintained in accordance with
section 286 of the Corporations Act 2001;
the financial statements and notes for the financial year comply with the Accounting Standards; and
the financial statements and notes for the financial year give a true and fair view.
3.
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.
Anthony Ho
Non-Executive Chairman
Sydney, 30 September 2013
59
RSM Bird Cameron Partners
Level 12, 60 Castlereagh Street Sydney NSW 2000
GPO Box 5138 Sydney NSW 2001
T +61 2 8226 4500 F +61 2 8226 4501
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
APOLLO MINERALS LIMITED
Report on the Financial Report
We have audited the accompanying financial report of Apollo Minerals Limited, which comprises the consolidated
statement of financial position as at 30 June 2013, and the consolidated statement of comprehensive income,
consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended,
notes comprising a summary of significant accounting policies and other explanatory information, and the
directors' declaration of the consolidated entity comprising the company and the entities it controlled at the year’s
end or from time to time during the financial year.
Directors’ Responsibility for the Financial Report
The directors of the company are responsible for the preparation of the 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 financial report that is free from
material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with
Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with
International Financial Reporting Standards.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in
accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant
ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable
assurance about whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial report. The procedures selected depend on the auditor's judgement, including the assessment of the
risks of material misstatement of the financial report, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the
financial report in order to design audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates
made by the directors, as well as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinions.
Independence
In conducting our audit, 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 Apollo Minerals Limited, would be in the same terms if given to the directors as at the time of this
auditor's report.
Liability limited by a
scheme approved
under Professional
Standards Legislation
Major Offices in:
Perth, Sydney,
Melbourne, Adelaide,
Canberra and Brisbane
ABN 36 965 185 036
RSM Bird Cameron Partners is a member of the RSM network. Each member
of the RSM network is an independent accounting and advisory firm which
practises in its own right. The RSM network is not itself a separate legal entity
in any jurisdiction.
Opinion
In our opinion:
(a)
the financial report of Apollo Minerals Limited is in accordance with the Corporations Act 2001, including:
(i)
giving a true and fair view of the consolidated entity’s financial position as at 30 June 2013 and of its
performance for the year ended on that date; and
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001; and
(b)
the financial report also complies with International Financial Reporting Standards as disclosed in Note 1
Emphasis of Matter
Without qualifying our opinion, we draw attention to Note 1 in the financial report, which indicates that the
company and consolidated entity incurred net losses of $1,595,608 and $1,611,913 respectively and the
consolidated entity had net cash outflows from operating and investing activities of $1,392,784 and $2,102,651
respectively for the year ended 30 June 2013. These conditions, along with other matters as set forth in Note 1,
indicate the existence of a material uncertainty which may cast significant doubt about the company’s and
consolidated entity’s ability to continue as going concerns and therefore, the company and consolidated entity
may be unable to realise their assets and discharge their liabilities in the normal course of business.
Report on the Remuneration Report
We have audited the Remuneration Report included in pages 20 to 23 of the directors’ report for the year ended
30 June 2013. The directors of the company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to
express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian
Auditing Standards.
Opinion
In our opinion the Remuneration Report of Apollo Minerals Limited for the year ended 30 June 2013 complies with
section 300A of the Corporations Act 2001.
RSM BIRD CAMERON PARTNERS
C J Hume
Partner
Sydney, NSW
Dated: 30th September 2013
ADDITIONAL INFORMATION FOR LISTED
COMPANIES As at Date 12 September 2013
The following additional information is required by the Australian Stock Exchange pursuant to Listing Rule 4.10.
a.
Distribution of Shareholders
Number held
1 – 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001+
Total
Number
of share
holders
Number of
shares
% of number
of shares
21
96
113
389
276
4,045
313,909
967,397
16,308,306
0.00%
0.10%
0.30%
5.00%
308,464,142
94.60%
886
326,057,799
100.0%
b.
The number of shareholders who hold less than a marketable parcel is 165.
c.
Substantial shareholders
The names of the substantial shareholders in the Company, the number of equity securities to which each substantial
shareholder and substantial holder’s associates have a relevant interest, as disclosed in substantial holding notices given
to the Company are:
Jindal Steel & Power
Tiger Resources Pte Ltd
China Armco Metals Inc
No of shares
35,000,000
30,000,001
29,250,000
%
10.73
9.20
8.97
62
ADDITIONAL INFORMATION FOR LISTED
COMPANIES As at Date 12 September 2013
Review of Operations
d.
Twenty largest holders of each class of quoted equity security
Name
1. Jindal Steel & Power Australia
2. Tiger Resources Pte Ltd
3. China Armco Metals Inc
4. Citicorp Nominees Pty Limited
5. Stuart Turner
6. Black Swan Global Pty Limited
7. Hugo Natural Enterprises Ltd
8. Keleve Services Ltd
9. Michael F & LR Black
10. Carnethy Evergreen P/L
11. Artemis Resources Ltd
12. Normandy Pty Ltd
13. TT Nicholls PL
14. Baxanis Theodosia
15. Tisdell Family Super
16. HSBC Custody Nominees Aust Ltd
17. R L Hansen & A Farnsworth
18. Matthew J & R L Rimes
19. Weitan Zhang
20. William Taylor Nom PL
No of Ordinary Shares
35,000,000
30,000,001
29,250,000
17,064,180
11,250,000
10,389,679
9,607,844
7,318,708
6,157,748
6,000,000
5,157,748
5,104,678
4,900,000
4,375,000
3,507,748
2,893,995
2,657,748
2,657,748
2,400,309
2,257,748
%
10.73
9.20
8.97
5.25
3.45
3.19
2.95
2.24
1.89
1.84
1.58
1.57
1.50
1.34
1.08
0.89
0.82
0.82
0.74
0.69
e.
f.
Restricted Securities
There are no restricted securities.
Unquoted equity securities
The Company has a number of classes of unquoted equity securities held as follows:
177,302,880
60.71
Class
Options expiring 9 May 2014 at 0.10 cents
Options expiring 30 Jun 2014 at 0.05 cents
Options expiring 30 Jun 2014 at 0.10 cents
Options expiring 31 Dec 2014 at 0.08 cents
Options expiring 31 Dec 2014 at 0.12 cents
Options expiring 9 May 2015 at 0.15 cents
Options expiring 19 Jul 2015 at 0.25 cents
Number
2,000,000
53,500,000
500,000
3,000,000
1,000,000
2,000,000
5,000,000
67,000,000
63
ADDITIONAL INFORMATION FOR LISTED
COMPANIES As at Date 12 September 2013
Company Secretary
The name of the company secretary is Mr Guy Robertson.
Address and telephone details of entity’s registered office
The address and telephone details of the registered office in Australia are:
Level 9, 50 Margaret Street
Sydney, New South Wales 2000
Telephone: +(612) 9078 7665
Facsimile: +(612) 9078 7661
Address and telephone details of the office at which the register of securities is kept
The address and telephone of the office at which a register of securities is kept:
Security Transfer Registrars Pty Limited
770 Canning Highway
Applecross, Western Australia 6153
Ph:
Fax:
(08) 9315 2333
(08) 9315 2233
Stock exchange on which the Company’s securities are quoted
The Company’s listed equity securities are quoted on the Australian Securities Exchange.
Home Exchange – Sydney. ASX Code: AON
Review of Operations
A review of operations is contained in the Review of Operations report.
On market buy-back
There is currently no on-market buy-back.
1.
2.
3.
4.
5.
6.
64
APOLLO MINERALS LIMITED ABN 96 125 222 924