AVZ Minerals Limited
(Formerly Avonlea Minerals Limited)
ABN 81 125 176 703
Annual Report 2013
Contents
Corporate Directory
Directors’ Report
Auditor’s Independence Declaration
Financial Statements
Directors’ Declaration
Independent Auditor’s Report
ASX Additional Information
Corporate Governance Statement
Schedule of Mineral Tenements
1
2
11
12
41
42
44
45
53
Corporate Directory
Directors
Roger Steinepreis (Chairman)
David Riekie
Gary Steinepreis
Company Secretary
Gary Steinepreis
Principal Place of Business
& Registered Office
Level 1
33 Ord Street
WEST PERTH
Western Australia 6005
Telephone: (08) 9420 9300
Facsimile: (08) 9420 9399
Share Registry
Security Transfer Registrars Pty Ltd
770 Canning Highway
APPLECROSS WA 6153
Telephone: (08) 9315 2333
Facsimile: (08) 9315 2233
Email: registrar@securitytransfer.com.au
Auditors
BDO Audit (WA) Pty Ltd
38 Station Street
SUBIACO WA 6008
Telephone: (08) 6382 4600
Securities Exchange Listing
Australian Securities Exchange
(Home branch: Perth, Western Australia)
ASX Code: AVZ
Website Address
www.avonleaminerals.com.au
AVZ Minerals Limited |
1
Directors’ Report
Your directors submit their report on the consolidated entity consisting of AVZ Minerals Limited (ASX: AVZ)
(“AVZ”) and the entities it controlled for the financial year ended 30 June 2013. In order to comply with the
provisions of the Corporations Act 2001, the directors report as follows:
Directors
1.
The names of directors who held office during or since the end of the year and until the date of this report
are as follows. Directors were in office for the entire period unless otherwise stated.
Roger Steinepreis
David Riekie
Gary Steinepreis
David Macoboy
Hamish Halliday
Stephen Parsons
Non-Executive Chairman
Non-Executive Director (Resigned as Managing Director 3 August 2012)
Non-Executive Director (Appointed 30 November 2012)
Non-Executive Chairman (Resigned 3 August 2012)
Non-Executive Director (Resigned 30 November 2012)
Alternate Non-Executive Director
November 2012)
for Hamish Halliday (Resigned 30
Company Secretary
2.
The Company Secretary is Gary Steinepreis who was appointed on 30 November 2012. Brett Dunnachie was
company secretary for the period 1 July 2012 to 30 November 2012.
Principal Activities
3.
The principal activity of the consolidated entity during the financial year was mineral exploration. There were
no significant changes in the nature of the consolidated entity’s principal activities during the financial year.
Operating Results
4.
The loss of the consolidated entity attributable to the owners of the company after providing for income tax
amounted to $2,413,002 (2012: $3,730,100).
Dividends Paid or Recommended
5.
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.
Review of Operations
6.
On 3 August 2012, the Company announced Board changes and a strategic review. Mr David Macoboy
resigned as Non-Executive Chairman and Mr David Riekie stepped down as Managing Director and has
continued as a Non-Executive Director.
AVZ changed its name from Avonlea Minerals Limited on 3 December 2012, following the approval by its
shareholders.
During the year the Company completed a share placement of 30 million new ordinary fully paid shares at
an issue price of 1.5 cents to raise $450,000. The placement was made to sophisticated and professional
investors pursuant to Section 708 of the Corporations Act and included participation by Gary Steinepreis, at
the time a proposed director.
On 7 December 2012, the Company lodged a prospectus for a non renounceable entitlement issue on the
basis of one new share for every share held to raise $1,517,062. The issue was underwritten and completed
in full in January 2013.
AVZ has reduced its immediate exploration activities on its Namibian projects to conserve its capital and
consider commercial options. In that regard and as part of a broader strategic view, AVZ is also seeking,
together with its current projects, new opportunities in the exploration and mining sector. AVZ will continue
to progress its review of the exploration potential and maintain the value of its Namibian projects, which
include Vanadium and Iron Ore Resources and exploration targets.
AVZ Minerals Limited |
2
Directors’ Report
Review of Operations (continued)
6.
AVZ elected to write down 70% of the capitalised exploration representing an impairment of $2,024,322
based on director’s discretion. AVZ was unable to provide sufficient appropriate audit evidence to support
the basis for impairment, as required by the accounting standards, and therefore BDO have issued a
qualified audit opinion in relation to the capitalised exploration and evaluation expenditure carried at
$867,567 on the consolidated statement of financial position as at 30 June 2013 and the exploration
impairment of $2,024,322 recorded in the consolidated statement of profit or loss and other comprehensive
income for the year then ended.
Significant Changes in the State of Affairs
7.
There have been no further significant changes in the state of affairs of the group to the date of this report,
not otherwise disclosed in this report.
8.
Significant Events After Balance Date
Other than as disclosed in this report, there has been no matter or circumstance that has arisen that has
significantly affected, or may significantly affect:
the group’s operations in future financial years, or
the results of those operations in future financial years, or
the group’s state of affairs in future financial years.
Likely Developments and Expected Results of Operations
9.
The group will continue its mineral exploration activity at and around its exploration projects with the
objective of identifying commercial resources. Further information on likely developments in the operations
of the group and the expected results of operations have not been included in the annual report because
the directors believe it would be likely to result in unreasonable prejudice to the group. Therefore, this
information has not been presented in this report.
Environmental Regulation
10.
The group is aware of its environmental obligations with regards to its exploration activities and ensures
that it complies with all regulations when carrying out any exploration work.
Information on Directors and Company Secretary
11.
Roger Steinepreis
Qualifications
Experience
Non-Executive Director
B.Juris, LLB
Mr Steinepreis graduated from the University of Western Australia where
he completed his law degree. He was admitted as a barrister and solicitor
of the Supreme Court of Western Australia in 1987 and has been practising
as a lawyer for over 20 years.
Mr Steinepreis is the legal advisor to a number of public companies on a
wide range of corporate related matters. His areas of practice focus on
initial public offerings and takeovers. He is a
company restructures,
Director of Firestrike Resources Limited, PHW Consolidated Limited, Apollo
Consolidated Limited, DGI Holdings Limited and Integrated Resources
Group Limited.
Interest in Securities
Fully Paid Ordinary Shares
15 cent Options expiring 14 November 2013
24,051,442
1,500,000
AVZ Minerals Limited |
3
Directors’ Report
11.
Information on Directors and Company Secretary (continued)
Roger Steinepreis (continued)
Directorships in last 3 years
Firestrike Resources Limited (since 10 March 2011)
Adavale Resources Ltd (from 26 May 2006 to 20 December 2012)
Imugene Limited (from 29 January 2002 to 1 October 2012)
Apollo Consolidated Limited (since 4 August 2009)
Digital Performance Group Limited (formerly Comtel Corporation Ltd)
(from 9 March 2006 to 24 December 2010)
DGI Holdings Limited (from 3 July 2012)
PHW Consolidated Limited (from 17 December 2012)
Integrated Resources Group Limited (from 5 November 2012)
David Riekie
Qualifications
Experience
Non-Executive Director (Formerly Managing Director)
B.Ec, Dip Acc, CA, MAICD
Mr Riekie was appointed Managing Director on 21 August 2008 and held
this position until 3 August 2012. David was previously an Executive
Director of a boutique corporate advisory company for over 13 years.
During this time has held a variety of non-executive board position with
both resource and industrial companies. He has a significant level of
experience in capital raising initiatives (public and private), and corporate
matters strategies, both in Australia and overseas.
David is a Chartered Accountant, a Member of the Institute of Company
Directors and holds a Bachelor of Economics Degree and a Diploma of
Accounting.
Interest in Securities
Fully Paid Ordinary Shares
15 cent Options expiring 14 November 2013
16,365,696
1,500,000
Directorships in last 3 years
Hawkley Oil and Gas Limited (from 22 June 2010 to 17 September 2013)
Gary Steinepreis
Qualifications
Non-Executive Director
B.Com, CA
Experience
Mr Steinepreis was appointed as a non-executive director and company
secretary on 30 November 2012.
Gary is a Chartered Accountant and holds a Bachelor of Commerce Degree
from the University of Western Australia. He is currently a director of ASX
listed entities, Monto Minerals Ltd, New Horizon Coal Ltd and Norseman
Gold plc.
Interest in Securities
Fully Paid Ordinary Shares
15,371,649
Directorships in last 3 years Monto Minerals Ltd (since 16 June 2009)
Norseman Gold Plc (since 3 December 2007)
New Horizon Coal Ltd (since 4 June 2010)
Former Directorships in the Last Three Years:
Minerals Corporation Limited (17 February 2011 to 14 October 2011)
WAG Limited (2 November 2006 to 23 May 2013)
Agri Energy Limited (22 June 2009 to 11 June 2012)
Avalon Minerals Ltd (20 December 2006 to 1 March 2011)
RMG Limited (31 January 2006 to 30 April 2011)
AVZ Minerals Limited |
4
Directors’ Report
Audited Remuneration Report
12.
This report details the nature and amount of remuneration for all key management personnel of AVZ
Minerals Limited and its subsidiaries. The information provided in this remuneration report has been audited
as required by section 308(C) of the Corporations Act 2001. For the purposes of this report, key management
personnel of the Group are defined as those persons having authority and responsibility for planning,
directing and controlling the major activities of the Company and the Group, directly or indirectly, including
any Director (whether executive or otherwise) of the Group.
The individuals included in this report are:
Roger Steinepreis
David Riekie
Gary Steinepreis
David Macoboy
Hamish Halliday
Stephen Parsons
Alex Aitken
Non-Executive Chairman
Non-Executive Director (Resigned as Managing Director 3 August 2012)
Non-Executive Director (Appointed 30 November 2012)
Non-Executive Chairman (Resigned 3 August 2012)
Non-Executive Director (Resigned 30 November 2012)
Alternate Non-Executive Director
November 2012)
Senior Geologist
for Hamish Halliday (Resigned 30
All of the key management personnel held their positions for the entire financial year and up to the date of
the report except as noted above.
Remuneration Policy
(a)
The remuneration policy of AVZ Minerals Limited 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. By providing components of remuneration that are indirectly linked to
share price appreciation (in the form of options), executive, business and shareholder objectives are indirectly
aligned. The board of AVZ Minerals Limited 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:
(i)
Executive Directors & Other Key Management Personnel
The remuneration policy and the relevant terms and conditions has been developed by the full Board
of Directors as the company does not have a Remuneration Committee due to the size of the
Company and the Board. In determining competitive remuneration rates, the Board reviews local and
international trends among comparative companies and industry generally. It examines terms and
conditions for employee incentive schemes, benefit plans and share plans. Reviews are performed to
confirm that executive remuneration is in line with market practice and is reasonable in the context of
Australian executive reward practices.
The executive directors and other key management personnel receive a superannuation guarantee
contribution required by the government, which is currently 9% and do not receive any other
retirement benefits.
The Company is an exploration entity, and therefore speculative in terms of performance. Consistent
with attracting and retaining talented executives, directors and senior executives are paid market rates
associated with individuals in similar positions, within the same industry.
Options have been issued to provide a mechanism to participate in the future development of the
Company and an incentive for their future involvement with and commitment to the Company.
Options and performance incentives may also be issued in the event that the entity moves from an
exploration entity to a producing entity, and key performance indicators such as profits and growth
can then be used as measurements for assessing Board performance. All remuneration paid to
AVZ Minerals Limited |
5
Directors’ Report
12.
Audited Remuneration Report (continued)
(a)
Remuneration Policy (continued)
directors is valued at the cost to the Company and expensed. Shares issued 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 and appropriate option valuation methodology.
The Company completed a strategic review of
its business and operations and non-executive
remuneration is set at $2,000 per month and a daily rate is payable on additional work performed. At
this stage due to the size of the Company, no remuneration consultants have been used. The Board’s
renumeration policies are outlined below:
Fixed Remuneration
All executives receive a base cash salary which is based on factors such as length of service and
experience as well as other fringe benefits. All executives also receive a superannuation guarantee
contribution required by the government, which is currently 9.25% and do not receive any other
retirement benefits.
Short-term Incentives (STI)
Under the group’s current remuneration policy, executives can from time to time receive short-term
incentives in the form of cash bonuses. However, as the company is currently undertaking a strategic
review, there are currently no short-term incentives anticipated and therefore no key performance
targets determined. Pending the strategic review, the Board will determine the criteria of eligibility for
short-term incentives and set key performance indicators to appropriately align shareholder wealth
and executive remuneration.
Long-term Incentives (LTI)
Executives are encouraged by the Board to hold shares in the company and it is therefore the objective
of the group’s option scheme to provide an incentive for participants to partake in the future growth
of the group and, upon becoming shareholders in the Company, to participate in the group’s profits
and dividends that may be realised in future years.
The Board considers that this equity performance linked remuneration structure is effective in aligning
the long-term interests of group executives and shareholders as there exists a direct correlation
between shareholder wealth and executive remuneration.
(ii)
Non-Executive Directors
The board policy is to remunerate non-executive directors at market rates for comparable companies
In determining competitive remuneration rates, the Board
for time, commitment and responsibilities.
review local and international trends among comparative companies and the industry generally.
Typically the Company will compare non-executive remuneration to companies with similar market
capitalisations in the exploration and resource development business group.
These on-going reviews are performed to confirm that non-executive remuneration is in line with
market practice and is reasonable in context of Australian executive reward practices. The maximum
aggregate amount of fees that can be paid to non-executive directors is subject to approval by
shareholders at the Annual General Meeting. Fees for non-executive directors are not linked to the
performance of the Company. However, to align directors’ interests with shareholder interests, the
directors are encouraged to hold shares in the company and from time to time, non-executive’s may
receive options subject to shareholder approval, to further align directors’ interests with shareholders.
The Company completed a strategic review of
remuneration is set at $2,000 per month and a daily rate is payable on additional work performed.
its business and operations and non-executive
AVZ Minerals Limited |
6
Directors’ Report
12.
Audited Remuneration Report (continued)
Company Performance, Shareholder Wealth and Directors’ and Executives’ Remuneration
(b)
The remuneration policy has been tailored to increase goal congruence between shareholders and directors
and executives. This has been achieved by the issue of share options to the majority of the directors and
executives to encourage the alignment of personal and shareholder interest. As at the date of the report, the
company is currently undergoing a strategic review. With the exception of the senior geologist, no executive
is receiving any base remuneration however, this will be reassessed upon completion of the strategic review.
Given the review, no remuneration is currently performance related.
(c)
Details of Key Management Personnel Remuneration
2013
Name
Executive Director:
David Riekie 4
Non-Executive Directors:
Roger Steinepreis
David Riekie 4
Gary Steinepreis 6
David Macoboy 2
Hamish Halliday 5
Stephen Parsons 5
Key Executives:
Alex Aitken
TOTAL
2012
Name
Executive Director:
David Riekie
Non-Executive Directors:
Roger Steinepreis
David Macoboy 2
Hamish Halliday
Stephen Parsons
Andrew Gastevich 3
Key Executives:
Alex Aitken
TOTAL
Short term employee
benefits
Salary
$
Consulting
fees
$
Other
amounts
$
38,175
-
-
-
-
3,822
-
-
69,350
111,347
14,000
24,000
24,000
-
-
-
-
62,000
Short term employee
benefits
-
-
-
-
-
-
-
-
-
Salary
$
250,000
24,000
33,643
12,000
12,000
9,170
135,000
475,813
Consulting
fees
$
Other
amounts
$
-
-
-
-
-
-
-
-
2,332
2,332
2,332
2,332
2,332
-
-
11,660
Post-
employment
benefits
Superannuation
Equity
based
payments
Options 1
$
3,435
-
-
-
344
-
-
6,241
10,020
Total
$
41,610
14,000
24,000
24,000
4,166
-
-
75,591
183,367
$
-
-
-
-
-
-
-
-
-
Post-
employment
benefits
Superannuation
Equity
based
payments
Options 1
$
22,500
-
688
-
-
825
$
-
-
67,384
-
-
-
Total
$
274,832
26,332
104,047
14,332
14,332
9,995
12,150
36,163
7,582
74,966
154,732
598,602
1:
The fair value of the options is calculated at the date of grant using a Black-Scholes model. No retirement benefits or equity
securities were issued to any director of other key management personnel during the current or previous financial year.
2: Mr David Macoboy was appointed Non-Executive Chairman on 22 September 2011 and resigned on 3 August 2012.
3: Mr Andrew Gastevich resigned as Non-Executive Director 3 November 2011.
4: Mr David Riekie resigned as Managing Director on 3 August 2012, however remains as a non-executive director.
5: Mr Hamish Halliday and Mr Stephen Parsons resigned as Non-Executive Directors on 30 November 2012.
6: Mr Gary Steinepreis was appointed on 30 November 2012.
AVZ Minerals Limited |
7
Directors’ Report
12.
Audited Remuneration Report (continued)
Details of Share Based Payments
(d)
Options are issued to directors and executives as part of their remuneration. The options are not issued
based on performance criteria, but are issued to the majority of directors and executives of AVZ Minerals
Limited and its subsidiaries to increase goal congruence between executives, directors and shareholders.
Granted
No.
Options granted
as Part of
Remuneration
$
Total
Remuneration at
Risk and
Represented by
Options
%
Exercised
Lapsed
Other
Changes1
No. Vested
and
Exercisable
30 June 2013
No options granted
30 June 2012
David Macoboy
Alex Aitken
1,500,000
300,000
67,384
7,582
65%
5%
-
-
-
-
-
(500,000)
1,500,000
300,000
1 Other changes refer to options cancelled during the year.
When exercised, each option is convertible into 1 ordinary share of the company. The options do not carry any
vesting conditions.
During the financial year and up to the date of this report the company issued options as part of
remuneration to directors and executives as follows:
Director
Expiry Date
Exercise Price
Number of Options
30 June 2013
No options granted
30 June 2012
David Macoboy
Alex Aitken
31 Oct 14
31 Oct 14
11.0 cents
11.0 cents
1,500,000
300,000
The following factors and assumptions were used in determining the fair value of options issued to directors
and executives on grant date:
Grant
Date
Expiry
Date
Exercise
Price
Fair Value
Per Option
30 June 2013
No options granted
$
Price of
Shares on
Grant Date
$
30 June 2012
04 Nov 11
12 Jan 12
31 Oct 14
31 Oct 14
11.0cents
11.0cents
0.045
0.025
0.08
0.06
Estimated
Volatility
%
98%
94%
Risk Free
Interest
Rate
%
3.72%
3.19%
Dividend
Yield
%
0%
0%
Historical volatility has been the basis for determining expected share price volatility as it assumed that this is
indicative of future trends, which may not eventuate. The life of the options is based on historical exercise patterns,
which may not eventuate in the future. There were no options exercised during the year.
Employment Contracts of Directors and Senior Executives
(e)
There are currently no Executive Director or key management personnel contracts of employment in place.
There were no performance bonuses paid during the year ended 30 June 2013.
This is the end of the audited remuneration report.
AVZ Minerals Limited |
8
Directors’ Report
13. Meetings of Directors
The number of directors' meetings (including committees) held during the financial year and the number of
meetings attended by each director is:
Director
D Macoboy
D Riekie
R Steinepreis
H Halliday
S Parsons
G Steinepreis
Directors Meetings
Number Eligible to Attend
1
6
6
1
1
5
Meetings Attended
1
6
6
-
-
5
The company does not have a formally constituted audit committee as the board considers that the
company’s size and type of operation do not warrant such a committee.
Insurance of Officers
14.
During the financial year, AVZ Minerals Limited paid a premium of $17,820 (2012: $13,992) to insure the
directors and secretary of the company and its controlled entities.
The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may
be brought against the officers in their capacity as officers of entities in the Group, and any other payments
arising from liabilities incurred by the officers in connection with such proceedings. This does not include
such liabilities that arise from conduct involving a wilful breach of duty by the officers or the improper use by
the officers of their position or of information to gain advantage for themselves or someone else or to cause
detriment to the company.
It is not possible to apportion the premium between amounts relating to the
insurance against legal costs and those relating to other liabilities.
Shares under Option
15.
Unissued ordinary shares of AVZ Minerals Limited under option at the date of this report are as follows:
Date options granted
10 Mar 09
22 May 09
22 May 09
22 May 09
15 Nov 10
31 Jan 11
4 Nov 11
4 Nov 11
4 Nov 11
12 Jan 12
Expiry Date
31 Mar 14
22 May 14
22 May 14
22 May 14
14 Nov 13
30 Nov 14
31 Oct 14
31 May 14
31 May 14
31 Oct 14
Exercise Price
10.0 cents
20.0 cents
30.0 cents
45.0 cents
15.0 cents
20.0 cents
11.0 cents
20.0 cents
25.0 cents
11.0 cents
Number under Option
400,000
7,125,000
7,125,000
7,125,000
6,000,000
2,000,000
1,500,000
2,500,000
2,500,000
400,000
No option holder has any right under the options to participate in any other share issue of the company or
any other entity.
Proceedings on behalf of the Company
16.
No person has applied for leave of Court to bring proceedings on behalf of the company or intervene in any
proceedings to which the company is a party for the purpose of taking responsibility on behalf of the
company for all or any part of these proceedings. The company was not a party to any such proceedings
during the year.
AVZ Minerals Limited |
9
Directors’ Report
Auditor’s Independence Declaration
17.
Section 307c of the Corporations Act 2001 requires our auditors, BDO Audit (WA) Pty Ltd, to provide the
directors of the Company with an Independence Declaration in relation to the audit of the annual report. This
Independence Declaration is set out on page 11 and forms part of this directors’ report for the year ended 30
June 2013.
18. Non-Audit Services
No fees were paid or payable to the auditors for non-audit services performed during the year ended 30 June
2013 (2012: nil).
Signed in accordance with a resolution of the Board of Directors.
Gary Steinepreis
Non-Executive Director
West Perth, 25 September 2013
AVZ Minerals Limited |
10
Tel: +8 6382 4600
Tel: +8 6382 4600
Tel: +8 6382 4600
Tel: +8 6382 4600
Tel: +8 6382 4600
Tel: +8 6382 4600
Fax: +8 6382 4601
Fax: +8 6382 4601
Fax: +8 6382 4601
Fax: +8 6382 4601
Fax: +8 6382 4601
Fax: +8 6382 4601
www.bdo.com.au
www.bdo.com.au
www.bdo.com.au
www.bdo.com.au
www.bdo.com.au
www.bdo.com.au
38 Station Street
38 Station Street
38 Station Street
38 Station Street
38 Station Street
38 Station Street
Subiaco, WA 6008
Subiaco, WA 6008
Subiaco, WA 6008
Subiaco, WA 6008
Subiaco, WA 6008
Subiaco, WA 6008
PO Box 700 West Perth WA 6872
PO Box 700 West Perth WA 6872
PO Box 700 West Perth WA 6872
PO Box 700 West Perth WA 6872
PO Box 700 West Perth WA 6872
PO Box 700 West Perth WA 6872
PO Box 700 West Perth WA 6872
PO Box 700 West Perth WA 6872
PO Box 700 West Perth WA 6872
PO Box 700 West Perth WA 6872
Australia
Australia
Australia
September 2013
25 September 2013
September 2013
September 2013
September 2013
September 2013
25
The Board of Directors
The Board of Directors
The Board of Directors
The Board of Directors
The Board of Directors
The Board of Directors
The Board of Directors
The Board of Directors
AVZ Minerals Limited
AVZ Minerals Limited
AVZ Minerals Limited
AVZ Minerals Limited
AVZ Minerals Limited
AVZ Minerals Limited
AVZ Minerals Limited
AVZ Minerals Limited
Level 1, 33 Ord Street
Level 1, 33 Ord Street
Level 1, 33 Ord Street
Level 1, 33 Ord Street
Level 1, 33 Ord Street
Level 1, 33 Ord Street
Level 1, 33 Ord Street
Level 1, 33 Ord Street
Perth, WA 6005
West Perth, WA 6005
West
Perth, WA 6005
Perth, WA 6005
Perth, WA 6005
Perth, WA 6005
West
Dear Sirs,
Dear Sirs,
Dear Sirs,
Dear Sirs,
DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF
DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF
DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF
DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF
DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF
DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF
DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF
DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF
DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF
DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF
DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF
DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF
DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF
DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF
DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF
DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF
DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF
DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF
DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF
DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF
DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF
DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF
DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF
DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF
DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF
DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF
DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF
AVZ MINERALS LIMITED
AVZ MINERALS LIMITED
AVZ MINERALS LIMITED
AVZ MINERALS LIMITED
AVZ MINERALS LIMITED
AVZ MINERALS LIMITED
AVZ MINERALS LIMITED
AVZ MINERALS LIMITED
AVZ MINERALS LIMITED
I declare that, to the best
30 June 2013, I declare that, to the best
I declare that, to the best
I declare that, to the best
I declare that, to the best
I declare that, to the best
I declare that, to the best
I declare that, to the best
I declare that, to the best
I declare that, to the best
30 June 2013,
30 June 2013,
Limited for the year ended 30 June 2013,
As lead auditor of
30 June 2013,
Limited for the year ended
Limited for the year ended
AVZ Minerals Limited for the year ended
Limited for the year ended
Limited for the year ended
Limited for the year ended
Limited for the year ended
Limited for the year ended
Limited for the year ended
Limited for the year ended
AVZ Minerals
AVZ Minerals
As lead auditor of AVZ Minerals
AVZ Minerals
As lead auditor of
As lead auditor of
As lead auditor of
As lead auditor of
As lead auditor of
of my knowledge and belief, there have been no contraventions of:
of my knowledge and belief, there have been no contraventions of:
of my knowledge and belief, there have been no contraventions of:
of my knowledge and belief, there have been no contraventions of:
of my knowledge and belief, there have been no contraventions of:
of my knowledge and belief, there have been no contraventions of:
of my knowledge and belief, there have been no contraventions of:
of my knowledge and belief, there have been no contraventions of:
of my knowledge and belief, there have been no contraventions of:
of my knowledge and belief, there have been no contraventions of:
of my knowledge and belief, there have been no contraventions of:
of my knowledge and belief, there have been no contraventions of:
of my knowledge and belief, there have been no contraventions of:
of my knowledge and belief, there have been no contraventions of:
of my knowledge and belief, there have been no contraventions of:
of my knowledge and belief, there have been no contraventions of:
of my knowledge and belief, there have been no contraventions of:
of my knowledge and belief, there have been no contraventions of:
of my knowledge and belief, there have been no contraventions of:
of my knowledge and belief, there have been no contraventions of:
of my knowledge and belief, there have been no contraventions of:
of my knowledge and belief, there have been no contraventions of:
of my knowledge and belief, there have been no contraventions of:
(cid:127)
(cid:127)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
and
and
tion to the audit.
any applicable code of professional conduct in relation to the audit.
tion to the audit.
tion to the audit.
tion to the audit.
tion to the audit.
tion to the audit.
any applicable code of professional conduct in rela
any applicable code of professional conduct in rela
any applicable code of professional conduct in rela
any applicable code of professional conduct in rela
any applicable code of professional conduct in rela
any applicable code of professional conduct in rela
any applicable code of professional conduct in rela
any applicable code of professional conduct in rela
any applicable code of professional conduct in rela
any applicable code of professional conduct in rela
any applicable code of professional conduct in rela
any applicable code of professional conduct in rela
any applicable code of professional conduct in rela
any applicable code of professional conduct in rela
any applicable code of professional conduct in rela
any applicable code of professional conduct in rela
any applicable code of professional conduct in rela
Limited and the entities it controlled during the
AVZ Minerals Limited and the entities it controlled during the
Limited and the entities it controlled during the
Limited and the entities it controlled during the
Limited and the entities it controlled during the
Limited and the entities it controlled during the
Limited and the entities it controlled during the
Limited and the entities it controlled during the
Limited and the entities it controlled during the
Limited and the entities it controlled during the
Limited and the entities it controlled during the
Limited and the entities it controlled during the
Limited and the entities it controlled during the
Limited and the entities it controlled during the
Limited and the entities it controlled during the
Limited and the entities it controlled during the
AVZ Minerals
AVZ Minerals
This declaration is in respect of AVZ Minerals
AVZ Minerals
This declaration is in respect of
This declaration is in respect of
This declaration is in respect of
This declaration is in respect of
This declaration is in respect of
This declaration is in respect of
This declaration is in respect of
This declaration is in respect of
This declaration is in respect of
Limited and the entities it controlled during the
This declaration is in respect of
This declaration is in respect of
period.
period.
period.
Brad McVeigh
Brad McVeigh
Brad McVeigh
Brad McVeigh
Brad McVeigh
Brad McVeigh
Director
Director
Director
Director
BDO Audit (WA) Pty Ltd
BDO Audit (WA) Pty Ltd
BDO Audit (WA) Pty Ltd
BDO Audit (WA) Pty Ltd
BDO Audit (WA) Pty Ltd
BDO Audit (WA) Pty Ltd
BDO Audit (WA) Pty Ltd
BDO Audit (WA) Pty Ltd
BDO Audit (WA) Pty Ltd
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Perth, Western Australia
Perth,
Perth,
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050
of BDO (Australia) Ltd ABN 77 050
of BDO (Australia) Ltd ABN 77 050
of BDO (Australia) Ltd ABN 77 050
of BDO (Australia) Ltd ABN 77 050
of BDO (Australia) Ltd ABN 77 050
of BDO (Australia) Ltd ABN 77 050
of BDO (Australia) Ltd ABN 77 050
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members
ational Ltd, a UK company limited
ational Ltd, a UK company limited
ational Ltd, a UK company limited
ational Ltd, a UK company limited
ational Ltd, a UK company limited
ational Ltd, a UK company limited
ational Ltd, a UK company limited
110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited
110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO Intern
110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO Intern
110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO Intern
110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO Intern
110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO Intern
110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO Intern
110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO Intern
110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO Intern
110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO Intern
110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO Intern
110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO Intern
110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO Intern
110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO Intern
110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO Intern
110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO Intern
110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO Intern
110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO Intern
110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO Intern
110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO Intern
110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO Intern
110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO Intern
110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO Intern
110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO Intern
110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO Intern
110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO Intern
110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO Intern
ty limited by a scheme approved under Professional Standards
by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards
ty limited by a scheme approved under Professional Standards
ty limited by a scheme approved under Professional Standards
ty limited by a scheme approved under Professional Standards
ty limited by a scheme approved under Professional Standards
ty limited by a scheme approved under Professional Standards
ty limited by a scheme approved under Professional Standards
ty limited by a scheme approved under Professional Standards
by guarantee, and form part of the international BDO network of independent member firms. Liabili
ty limited by a scheme approved under Professional Standards
ty limited by a scheme approved under Professional Standards
ty limited by a scheme approved under Professional Standards
ty limited by a scheme approved under Professional Standards
ty limited by a scheme approved under Professional Standards
by guarantee, and form part of the international BDO network of independent member firms. Liabili
by guarantee, and form part of the international BDO network of independent member firms. Liabili
by guarantee, and form part of the international BDO network of independent member firms. Liabili
by guarantee, and form part of the international BDO network of independent member firms. Liabili
by guarantee, and form part of the international BDO network of independent member firms. Liabili
by guarantee, and form part of the international BDO network of independent member firms. Liabili
by guarantee, and form part of the international BDO network of independent member firms. Liabili
by guarantee, and form part of the international BDO network of independent member firms. Liabili
by guarantee, and form part of the international BDO network of independent member firms. Liabili
by guarantee, and form part of the international BDO network of independent member firms. Liabili
by guarantee, and form part of the international BDO network of independent member firms. Liabili
by guarantee, and form part of the international BDO network of independent member firms. Liabili
by guarantee, and form part of the international BDO network of independent member firms. Liabili
by guarantee, and form part of the international BDO network of independent member firms. Liabili
by guarantee, and form part of the international BDO network of independent member firms. Liabili
by guarantee, and form part of the international BDO network of independent member firms. Liabili
by guarantee, and form part of the international BDO network of independent member firms. Liabili
by guarantee, and form part of the international BDO network of independent member firms. Liabili
by guarantee, and form part of the international BDO network of independent member firms. Liabili
ania.
Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.
Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasm
Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasm
Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasm
Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasm
Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasm
Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasm
Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasm
Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasm
Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasm
Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasm
Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasm
Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasm
Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasm
Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasm
Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasm
Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasm
Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasm
Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasm
Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasm
Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasm
Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasm
Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasm
Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasm
Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasm
Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasm
AVZ Minerals Limited | 11
AVZ Minerals Limited | 11
AVZ Minerals Limited | 11
AVZ Minerals Limited | 11
AVZ Minerals Limited | 11
AVZ Minerals Limited | 11
AVZ Minerals Limited | 11
AVZ Minerals Limited | 11
AVZ Minerals Limited | 11
AVZ Minerals Limited | 11
AVZ Minerals Limited | 11
Financial Statements
Contents
Consolidated Statement of Profit and Loss and Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Directors’ Declaration
13
14
15
16
17
41
These financial statements cover AVZ Minerals Limited as a consolidated entity consisting of AVZ Minerals
Limited and its subsidiaries. The financial statements are presented in the Australian dollar currency.
AVZ Limited is a company limited by shares, incorporated and domiciled in Australia. Its registered office and
principal place of business is:
AVZ Minerals Limited
Level 1
33 Ord Street
West Perth Western Australia 6005
A description of the nature of the consolidated entity's operations and its principal activities is included in the
review of operations in the directors’ report, which is not part of these financial statements.
The financial statements were authorised for issue by the directors on 25 September 2013. The company has
the power to amend and reissue the financial statements.
Through the use of the internet, we have ensured that our corporate reporting is timely, complete, and
available globally at minimum cost to the company. All press releases, financial reports and other information
are available on our website: www.avonleaminerals.com.au.
AVZ Minerals Limited |
12
Consolidated Statement of Profit and Loss and Other Comprehensive Income
For the Year Ended 30 June 2013
Note
Consolidated
2013
$
3
3
26
4
11
7
Revenue from continuing operations
Other income
Administrative costs
Consultancy expenses
Employee benefits expense
Share based payment expenses
Occupancy expenses
Compliance and regulatory expenses
Insurance expenses
Depreciation expense
Exploration impaired
Loss before income tax
Income tax expense
Loss for the year
Other comprehensive income:
Items that may be reclassified to profit or loss
Exchange differences arising on translation of foreign
operations
Other comprehensive income
2012
$
37,662
-
(382,633)
(325,785)
(601,117)
(77,496)
(46,396)
(59,753)
(39,340)
(33,718)
(2,259,760)
30,753
40,089
(135,380)
(56,100)
(68,571)
-
(63,033)
(70,639)
(39,297)
(26,502)
(2,024,322)
(2,413,002)
(3,788,336)
-
-
(2,413,002)
(3,788,336)
24,632
(502,404)
24,632
(502,404)
Total comprehensive loss for the year
(2,388,370)
(4,290,740)
Loss for the year is attributable to:
Owners of AVZ Minerals Limited
Non-controlling interests
Total comprehensive loss for the year attributable to:
Owners of AVZ Minerals Limited
Non-controlling interests
(2,308,824)
(104,178)
(2,413,002)
(3,730,100)
(58,236)
(3,788,336)
(2,270,413)
(117,957)
(2,388,370)
(4,207,384)
(83,356)
(4,290,740)
Basic loss per share (cents per share)
Diluted loss per share (cents per share)
19
19
(1.20)
N/A
(3.65)
N/A
The accompanying notes form part of these financial statements.
AVZ Minerals Limited |
13
Consolidated Statement of Financial Position
As at 30 June 2013
Current Assets
Cash and cash equivalents
Trade and other receivables
Total Current Assets
Non Current Assets
Receivables
Property, plant and equipment
Exploration & evaluation expenditure
Total Non Current Assets
Total Assets
Current Liabilities
Trade and other payables
Provisions
Total Current Liabilities
Total Liabilities
Net Assets
Equity
Contributed equity
Reserves
Accumulated losses
Capital and reserves attributable to owners of AVZ Minerals Ltd
Non-controlling interests
Total Equity
The accompanying notes form part of these financial statements.
Note
Consolidated
2013
$
2012
$
8
9
9
10
11
12
13
14
17
1,834,742
28,925
767,496
87,681
1,863,667
855,177
-
15,607
867,567
30,000
69,445
2,752,038
883,174
2,746,841
2,851,483
3,706,660
25,152
-
366,288
55,782
25,152
25,152
2,721,689
422,070
422,070
3,284,590
12,941,083
759,949
(10,833,700)
2,867,332
(145,643)
11,115,614
721,538
(8,524,876)
3,312,276
(27,686)
2,721,689
3,284,590
AVZ Minerals Limited |
14
Consolidated Statement of Changes in Equity
For the Year Ended 30 June 2013
Consolidated
Contributed
Equity
Accumulated
Losses
Option
Reserve
$
$
$
Foreign
Currency
Translation
Reserve
$
Total Equity
Total
Non-
controlling
Interests
$
$
$
Balance at 1 July 2012
Total comprehensive
income for the year:
Loss for the year
Exchange differences
on translation of
foreign operations
Equity settled
share based payment
transactions
Contributions of equity
(net of transaction
costs)
Balance at 30 June
2013
Balance at 1 July 2011
Total comprehensive
income for the year:
Loss for the year
Exchange differences
on translation of
foreign operations
Equity settled
share based payment
transactions
Contributions of equity
(net of transaction
costs)
Balance at 30 June
2012
11,115,614
(8,524,876) 1,310,448 (588,910) 3,312,276
(27,686) 3,284,590
-
-
-
-
1,825,469
1,825,469
(2,308,824)
-
(2,308,824)
-
-
-
-
-
-
-
-
-
- (2,308,824)
(104,178)
(2,413,002)
38,411
38,411
38,411 (2,270,413)
(13,779)
(117,957)
24,632
(2,388,370)
-
-
-
-
1,825,469
1,825,469
-
-
-
-
1,825,469
1,825,469
12,941,083 (10,833,700) 1,310,448 (550,499) 2,867,332 (145,643) 2,721,689
8,611,545
(4,794,776) 1,087,568
(111,626)
4,792,711
55,670
4,848,381
-
-
-
-
(3,730,100)
-
(3,730,100)
-
-
-
-
222,880
2,504,069
2,504,069
-
-
-
222,880
- (3,730,100)
(58,236)
(3,788,336)
(477,284)
(477,284)
(477,284) (4,207,384)
(25,120)
(83,356)
(502,404)
(4,290,740)
-
-
-
222,880
2,504,069
2,726,949
-
-
-
222,880
2,504,069
2,726,949
11,115,614
(8,524,876) 1,310,448 (588,910) 3,312,276
(27,686) 3,284,590
The accompanying notes form part of these financial statements.
AVZ Minerals Limited |
15
Consolidated Statement of Cash Flows
For the Year Ended 30 June 2013
Note
Consolidated
2013
$
2012
$
Cash Flows from Operating Activities
Payments to suppliers and employees (inclusive of GST)
Interest received
(705,148)
30,753
(1,293,853)
37,662
Net cash outflow from operating activities
20
(674,395)
(1,256,191)
Cash Flows from Investing Activities
Payments for (proceeds from) property, plant and equipment
Payments for exploration and evaluation
Credit card deposit returned
26,023
(139,851)
30,000
(12,938)
(1,650,467)
-
Net cash outflow from investing activities
(83,828)
(1,663,405)
Cash Flows from Financing Activities
Proceeds from issue of shares and other equity securities
Share issue transaction costs
1,967,062
(141,593)
2,290,000
(89,932)
Net cash inflow from financing activities
1,825,469
2,200,068
Net increase (decrease) in cash and cash equivalents
1,067,246
(719,528)
Cash and cash equivalents at the start of the year
767,496
1,487,024
Cash and cash equivalents at the end of the year
8
1,834,742
767,496
The accompanying notes form part of these financial statements.
AVZ Minerals Limited |
16
Notes to the Consolidated Financial Statements for the year ended 30 June 2013
1.
Summary of Significant Accounting Policies
The principal accounting policies adopted in the preparation of these financial statements are set out below.
These policies have been consistently applied to all the years presented, unless otherwise stated. These
information for AVZ Minerals Limited as a consolidated entity
financial statements present the financial
(‘group’ or
consisting of AVZ Minerals Limited and the entities is controlled throughout
‘consolidated entity’).
the year
Basis of Preparation
(a)
The financial report is a general purpose financial report which has been prepared in accordance with the
requirements of Australian Accounting Standards, other authoritative pronouncements of the Australian
Accounting Standards Board, Accounting Interpretations and the Corporations Act 2001.
(i)
(ii)
Statement of Compliance
The financial report complies with Australian Accounting Standards which include International
Financial Reporting Standards as adopted in Australia. Compliance with these standards ensures that
the consolidated financial statements and notes as presented comply with International Financial
Reporting Standards (IFRS).
Historical cost convention
These financial statements have been prepared under the historical cost convention, as modified by
the revaluation of available for sale financial assets.
(iii)
New and Amended Standards Adopted by the Group
(b)
(i)
None of the new standards and amendments to standards that are mandatory for the first time for the
financial year beginning 1 July 2012 affected any of the amounts recognised in the current period or
any prior period and are not likely to affect future periods However, amendments made to AASB 101
Presentation of Financial Statements effective 1 July 2012 now require the statement of comprehensive
income to show the items of comprehensive income grouped into those that are not permitted to be
reclassified to profit or loss in a future period and those that may have to be reclassified if certain
conditions are met.
Basis of Consolidation
Subsidiaries
The consolidated financial statements incorporate the assets and liabilities of the consolidated entity
as at 30 June 2013 and the results of the group for the year then ended. Subsidiaries are all those
entities (including special purpose entities) over which the group has the power to govern the financial
and operating policies, generally accompanying a shareholding of more than one half of the voting
rights. The existence and effect of potential voting rights that are currently exercisable or convertible
are considered when assessing whether the group controls another entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the group. They are deconsolidated
from the date that control ceases. The purchase method of accounting is used to account for the
acquisition of subsidiaries by the group. The group applies a policy of treating transactions with non-
controlling interests as transactions with parties external to the group. Disposals to non-controlling
interests result in gains and losses for the group that are recorded in the statement of comprehensive
income. Purchases from non-controlling interests result in goodwill, being the difference between any
consideration paid and the relevant share acquired of the carrying value of identifiable net assets of
the subsidiary. A list of controlled entities is contained in Note 24 to the financial statements. All
controlled entities have a 30 June financial year-end.
(ii)
Joint ventures
Joint venture entities
A joint venture entity is an entity in which the group holds a long-term interest and which is jointly
controlled by the group and one or more other venturers. Decisions regarding the financial and
operating policies essential to the activities, economic performance and financial position of that
venture require the consent of each of the venturers that together jointly control the entity.
AVZ Minerals Limited |
17
Notes to the Consolidated Financial Statements for the year ended 30 June 2013
1.
Summary of Significant Accounting Policies (continued)
Jointly controlled assets
The group has certain contractual arrangements with other participants to engage in joint activities
where all significant matters of operating and financial policy are determined by the participants such
that the operation itself has no significant independence to pursue its own commercial strategy. These
contractual arrangements do not create a joint venture entity due to the fact that the policies are
those of the participants, not a separate entity carrying on a trade or a business of its own.
The financial statements of the group include its share of the assets, liabilities and cash flows in such
joint venture operations, measured in accordance with the terms of each arrangement, which is usually
pro-rata to the group’s interest in the joint venture operations.
Segment reporting
(c)
Operating segments are reported in a manner that is consistent with the internal reporting provided to the
chief operating decision maker. The chief operating decision maker, who is responsible for allocating
resources and assessing performance of the operating segments, has been identified as the board of
directors.
Revenue recognition
(d)
Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as
revenue are net of returns, trade allowances and amounts collected on behalf of third parties. Revenue is
recognised for the business activities as follows:
Interest income
(i)
Interest income is recognised as the interest accrues (using the effective interest method, which is the rate
that exactly discounts estimated future cash receipts through the expected life of the financial instrument) to
the net carrying amount of the financial asset.
Income tax
(e)
The income tax expense or benefit for the period is the tax payable on the current period’s taxable income
based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and
liabilities attributable to temporary differences between the tax bases of assets and liabilities and their
carrying amounts in the financial statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply
when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or
substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of
deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is
made for certain temporary differences arising from the initial recognition of an asset or a liability. No
deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a
transaction, other than a business combination, that at the time of the transaction did not affect either
accounting profit or taxable profit or loss. Deferred tax assets are recognised for deductible temporary
differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise
those temporary differences and losses. Deferred tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the
same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally
enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the
liability simultaneously. Current and deferred tax balances attributable to amounts recognised directly in
equity are also recognised directly in equity.
Leases
(f)
Leases of property, plant and equipment where the group has substantially all the risks and rewards of
ownership are classified as finance leases. Finance leases are capitalised at the lease’s inception at the lower
of the fair value of the leased property and the present value of the minimum lease payments. The
corresponding rental obligations, net of finance charges, are included in other long-term payables.
AVZ Minerals Limited |
18
Notes to the Consolidated Financial Statements for the year ended 30 June 2013
1.
Summary of Significant Accounting Policies (continued)
Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the
statement of comprehensive income over the lease period so as to produce a constant periodic rate of
interest on the remaining balance of the liability for each period. The property, plant and equipment acquired
under finance leases is depreciated over the shorter of the asset’s useful life and the lease term.
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are
classified as operating leases. Payments made under operating leases (net of any incentives received from
the lessor) are charged to the statement of comprehensive income on a straight-line basis over the period of
the lease.
Impairment of assets
(g)
At each reporting date the group assesses whether there is any indication that an asset may be impaired. An
impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For
the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of
assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are
reviewed for possible reversal of the impairment at each reporting date.
Cash and cash equivalents
(h)
For the purpose of presentation of the statement of cash flows, cash and cash equivalents includes cash on
hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original
maturities of three months or less that are readily convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value, and bank overdrafts.
Trade and other receivables
(i)
Trade and other receivables are initially recognised initially at fair value and subsequently measured at
amortised costs using the effective interest method,
less provision for impairment. Trade and other
receivables are generally due for settlement within 30 days. Collectability of trade receivables is reviewed on
an ongoing basis. Amounts that are known to be uncollectible are written off by reducing the carrying
amount directly.
Exploration and evaluation expenditure
(j)
Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable
area of interest. These costs are carried forward only if they relate to an area of interest for which rights of
tenure are current and in respect of which:
Such costs are expected to be recouped through successful development and exploitation or from sale
of the area: or
Exploration and evaluation activities in the area have not, at balance date, reached a stage which permits
a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active
operations in, or relating to, the area are continuing.
Accumulated costs in respect of areas of interest which are abandoned are written off in full against profit in
the year in which the decision to abandon the area is made. 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.
Property, plant and equipment
(k)
All property, plant and equipment is stated at historical cost less depreciation. Historical cost includes
expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the
asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the company and the cost of the item can be
AVZ Minerals Limited |
19
Notes to the Consolidated Financial Statements for the year ended 30 June 2013
1.
Summary of Significant Accounting Policies (continued)
measured reliably. All other repairs and maintenance are charged to the statement of comprehensive income
during the financial period in which they are incurred.
Depreciation on Australian assets is calculated using the straight line method (Namibian assets using
diminishing value) to allocate their cost, net of their residual values, over their estimated useful lives, as
follows:
Plant and equipment - office
Furniture and equipment - office
Plant and equipment – field (Australia)
Plant and equipment – field (Namibia)
Motor Vehicles (Namibia)
40.0%
20.0%
20.0%
22.5%
22.5%
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount (note 1(g)). Gains and losses on disposals are
determined by comparing proceeds with carrying amount. These are included in the statement of
comprehensive income.
Trade and other payables
(l)
These amounts represent liabilities for goods and services provided to the company prior to the end of
financial year which are unpaid. Trade and other payables are presented as current liabilities unless payment
is not due within 12 months.
Provisions
(m)
Provisions are recognised when the company has a present legal or constructive obligation as a result of past
events, it is probable that an outflow of resources will be required to settle the obligation and the amount
has been reliably estimated. Provisions are not recognised for future operating losses. Provisions are
measured at the present value of management’s best estimate of the expenditure required to settle the
present obligation at the balance date. The discount rate used to determine the present value reflects current
market assessments of the time value of money and the risks specific to the liability. The increase in the
provision due to the passage of time is recognised as interest expense.
(n)
(i)
(ii)
Employee benefits
Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be
settled within 12 months of the reporting date are recognised in respect of employee’s services up to
the end of the reporting period and are measured at the amounts expected to be paid when liabilities
are settled. The liability for annual leave is recognised in the provision for employee benefits. All other
short-term employee benefit obligations are presented as other payables.
Long service leave
The liability for long service leave and annual leave which is not expected to be settled within 12
months after the end of the period in which the employees render the related service is recognised in
the provision for employee benefits and measured as the present value of expected future payments
to be made in respect of services provided by employees up to the reporting date using the projected
unit credit method. Consideration is given to expected future wage and salary levels, experience of
employee departures and periods of service. Expected future payments are discounted using market
yields at the reporting date on national government bonds with terms to maturity and currency that
match, as closely as possible, the estimated future cash outflows.
The obligations are presented as current liabilities in the balance sheet if the entity does not have an
unconditional right to defer settlement for at least twelve months after the reporting date, regardless
of when the actual settlement is expected to occur.
AVZ Minerals Limited |
20
Notes to the Consolidated Financial Statements for the year ended 30 June 2013
1.
Summary of Significant Accounting Policies (continued)
(iii)
Share-based payments
The company provides benefits to employees (including directors) of the company in the form of
share-based payment transactions, whereby employees render services in exchange for shares or
rights over shares (‘equity-settled transactions’).The cost of these equity-settled transactions with
employees is measured by reference to the fair value at the date at which they are granted.
The fair value is determined using an appropriate option pricing model that takes into account the
exercise price, the term of the option, the impact of dilution, the share price at grant date and
expected volatility of the underlying share, the expected dividend yield and the risk free interest rate
for the term of the option.
In valuing equity-settled transactions, no account is taken of any
performance conditions, other than conditions linked to the price of shares of AVZ Minerals Limited
(‘market conditions’).
(o)
Contributed equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are
shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the
issue of new shares for the acquisition of a business are not included in the cost of the acquisition as part of
the purchase consideration.
(p)
(i)
(ii)
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit/loss attributable to equity holders of the
company excluding any costs of servicing equity other than ordinary shares, by the weighted average
number of ordinary shares outstanding during the financial year, adjusted for bonus elements in
ordinary shares issued during the year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to
take into account the after tax effect of interest and other financing costs associated with the dilutive
potential ordinary shares and the weighted average number of shares assumed to have been issued
for no consideration in relation to dilutive potential ordinary shares.
Goods and services tax (GST) and Value added tax (VAT)
(q)
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred
is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of
the asset or as part of the expense. Revenue, expenses and assets incurred in Namibia are recorded inclusive
of VAT and no receivable or payable is recorded as the recoverability of the VAT from the relevant taxation
authority is uncertain.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of
GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in
the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash
flows arising from investing or financing activities which are recoverable from, or payable to the taxation
authority, are presented as operating cash flows.
(r)
(i)
Foreign currency translation
Functional and presentation currency
Items included in the financial statements of each of the group’s entities are measured using the
currency of the primary economic environment in which the entity operates (‘the functional currency’).
The consolidated financial statements are presented in Australian dollars, which is AVZ Mineral’s
functional and presentation currency.
AVZ Minerals Limited |
21
Notes to the Consolidated Financial Statements for the year ended 30 June 2013
1.
Summary of Significant Accounting Policies (continued)
(ii)
(iii)
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year end exchange rates of monetary
assets and liabilities denominated in foreign currencies are recognised in the statement of
comprehensive income, except when they are deferred in equity as qualifying cash flow hedges and
qualifying net investment hedges or are attributable to part of the net investment in a foreign
operation.
Translation differences on financial assets and liabilities carried at fair value are reported as part of the
fair value gain or loss. Translation differences on non-monetary financial assets and liabilities such as
equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value
gain or loss. Translation differences on non-monetary financial assets such as equities classified as
available for sale financial assets are included in the fair value reserve in equity.
Group companies
The results and financial position of all the group entities (none of which has the currency of a
hyperinflationary economy) that have a functional currency different from the presentation currency
are translated into the presentation currency as follows:
Assets and liabilities for each statement of financial position presented are translated at the
closing rate at the date of that statement of financial position
Income and expenses for the statement of comprehensive income are translated at average
exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates
prevailing on the transaction dates, in which case income and expenses are translated at the dates
of the transactions), and
All resulting exchange differences are recognised as a separate component of comprehensive
income.
On consolidation, exchange differences arising from the translation of any net investment in foreign
entities, and of borrowings and other financial instruments designated as hedges of such investments,
are recognised in other comprehensive income. When a foreign operation is sold or any borrowings
forming part of the net investment are repaid, a proportionate share of such exchange differences are
recognised in the statement of comprehensive income, as part of the gain or loss on sale where
applicable. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are
treated as assets and liabilities of the foreign entities and translated at the closing rate.
New accounting standards and interpretations
(s)
Certain new accounting standards and interpretations have been published that are not mandatory for 30
The group’s assessment of the impact of these new standards and
June 2013 reporting periods.
interpretations is set out below.
(i)
(ii)
AASB 9 Financial Instruments and AASB 2009-11 Amendments to Australian Accounting Standards
arising from AASB 9 (effective from 1 January 2015)
AASB 9 Financial Instruments addresses the classification and measurement of financial assets and is
likely to affect the group’s accounting for its financial assets. The standard is not applicable until 1
January 2015 but is available for early adoption but has to be fully adopted by 30 June 2016. The
group is yet to assess its full impact. The group has not yet decided when to adopt AASB 9.
Revised AASB 124 Related Party Disclosures and AASB 2009-12 Amendments to Australian Accounting
Standards (effective 1 January 2011)
The revised AASB 124 is effective for accounting periods beginning on or after 1 January 2011 and
must be applied retrospectively. The aim of the amendment is to clarify and simplify the definition of a
related party. The group will apply the amended standard from 1 July 2011. When the amendments
are applied, the group will need to disclose any transactions between its subsidiaries and its associates.
However, there will be no impact on any of the amounts recognised in the financial statements.
AVZ Minerals Limited |
22
Notes to the Consolidated Financial Statements for the year ended 30 June 2013
1.
Summary of Significant Accounting Policies (continued)
(ii)
AASB 10 Consolidated Financial Statements and AASB 2011-7 Amendments to Australian
Accounting Standards arising from AASB 10 (effective 1 January 2013).
It replaces parts of
The revised AASB 10 establishes a new control model that applies to all entities.
AASB 127 Consolidated and Separate Financial Statements. The new control model broadens the
situations when an entity is considered to be controlled by another entity and includes new guidance
for applying the model to specific situations. They would therefore be first applied in the financial
statements for the annual reporting period ending 30 June 2014.
(iv)
(v)
(vi)
AASB 11 Interest in Joint Ventures AASB 2011-7 Amendments to Australian Accounting Standards
arising from AASB 11 (effective 1 January 2013).
The revised AASB 11 uses the principle of control in AASB 10 to define joint control, and therefore the
determination of whether joint control exists may change.
In addition it removes the option to
account for jointly controlled entities using proportionate consolidation. They would therefore be first
applied in the financial statements for the annual reporting period ending 30 June 2014.
AASB 12 Disclosure of Interests in Other Entities (effective 1 January 2013).
The revised AASB 12 includes all disclosures relating to an entity’s interests in subsidiaries,
joint
arrangements and associates. New disclosures have been introduced about the judgements made by
management to determine whether control exists, and requires summarised information about joint
arrangements, associates and subsidiaries with non-controlling interests. They would therefore be first
applied in the financial statements for the annual reporting period ending 30 June 2014.
AASB 13 Fair Value Measurement and AASB 2011-8 Amendments to Australian Accounting Standards
arising from AASB 13 (effective 1 January 2013).
The revised AASB 13 explains how to measure fair value and aims to enhance fair value disclosures.
The group has yet to determine which, if any, of its current measurement techniques it will have to
change as a result of the new guidance. They would therefore be first applied in the financial
statements for the annual reporting period ending 30 June 2014.
No other amendments or interpretations are expected to affect the financial statements of the group.
Parent Entity Financial Information
(t)
The financial information for the parent entity, AVZ Minerals Limited, disclosed in note 26 has been prepared
on the same basis as the consolidated financial statements.
2.
Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors,
including expectations of future events that may have a financial impact on the entity and that are believed
to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the
future. The resulting accounting estimates and judgements may differ from the related actual results and
may have a significant effect on the carrying amount of assets and liabilities within the next financial year and
on the amounts recognised in the financial statements.
The estimates and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the
next financial year are discussed below.
Impairment of deferred exploration and evaluation expenditure
(a)
Exploration and evaluation costs are carried forward where right of tenure of the area of interest is current.
These costs are carried forward in respect of an area that has not at balance date reached a stage that
permits reasonable assessment of the existence of economically recoverable reserves. The Board and
Management have assessed the carrying value of the Exploration and Evaluation Expenditure to be impaired.
Refer to the accounting policy stated in note 1(j) and to note 11 for movements in the exploration and
evaluation expenditure balance.
AVZ Minerals Limited |
23
Notes to the Consolidated Financial Statements for the year ended 30 June 2013
2.
Critical accounting estimates and judgements (continued)
Share based payment transactions
(b)
The group measures the cost of equity-settled transactions with employees by reference to the fair value of
the equity instruments at the date at which they are granted. The fair value is determined by an internal
valuation using a Black-Scholes option pricing model, using the assumptions detailed in note 26.
3.
(a)
(b)
4.
(a)
(b)
(c)
5.
(a)
6.
(a)
Revenue
From continuing operations
Interest received
Other income
Refund of VAT
Proceeds from sale of plant and equipment
Total revenue from other revenue
Loss for the Year
Depreciation of non-current assets
Plant and equipment - office
Plant and equipment - field
Motor vehicle
Total depreciation
Interest and finance charges paid and or payable
Total finance costs
Asset write-down expense
Write-down of fixed assets
Total asset write-down expense
Foreign exchange loss
Net foreign exchange loss
Total foreign exchange loss
Auditor’s Remuneration
Remuneration of the auditors of the consolidated entity for:
Auditing or reviewing the financial statements:
BDO Audit (WA) Pty Ltd
-
- HLB Mann Judd (WA Partnership)
Non-assurance services
Total remuneration of auditors
Consolidated
2013
$
2012
$
30,753
37,662
21,539
18,550
40,089
12,209
13,825
468
26,502
-
-
1,313
1,313
3,224
3,224
33,000
-
-
33,000
-
-
-
11,414
13,251
9,053
33,718
6,017
6,017
1,180
1,180
64,922
64,922
30,545
1,200
-
31,745
Key Management Personnel Compensation
Summary remuneration
487,473
Short-term employee benefits
36,163
Post-employment benefits
-
Long-term benefits
74,966
Share-based payments
Total key management personnel compensation
598,602
Details of remuneration disclosures are provided within the audited remuneration report which
can be found on pages 5 to 8 of the directors’ report.
173,347
10,020
-
-
183,367
AVZ Minerals Limited |
24
Notes to the Consolidated Financial Statements for the year ended 30 June 2013
6.
Key Management Personnel Compensation (continued)
(b)
(c)
(d)
(e)
Options provided as remuneration and shares issued on exercise of such options
Details of options provided as remuneration and shares issued on the exercise of such options,
together with the terms and conditions of the options, are provided within the audited
remuneration report which can be found on pages 5 to 8 of the directors’ report.
Loans to key management personnel
No loans were made to any director or other key management personnel of the group, including
their personally related parties during the financial year.
Other transactions with key management personnel
Information relating to other transactions with any director or other key management personnel
can be found at note 25.
Option holdings
The number of options over ordinary shares in the company held during the financial year by
each director of AVZ Minerals Limited and other key management personnel of the group,
including their personally related parties, are set out below:
Balance
at start of
the year
Granted as
remuneration
Exercised
Other
changes
Balance at
end of the
year
Vested and
exercisable
2013
Directors of AVZ Minerals Limited
David Macoboy1
Roger Steinepreis
David Riekie
Hamish Halliday1
Stephen Parsons1
1,500,000
1,500,000
14,000,000
9,430,000
9,430,000
Other key management personnel
-
-
-
-
-
-
-
-
-
-
(1,500,000)
-
-
(9,430,000)
(9,430,000)
-
1,500,000
-
1,500,000
14,000,000 14,000,000
-
-
-
-
Alex Aitken1
-
1 Other changes relate to options no longer reported as director/key management personnel resigned during the
period.
(300,000)
300,000
-
-
-
Balance
at start of
the year
Granted as
remuneration
Exercised
Other
changes
Balance at
end of the
year
Vested and
exercisable
2012
Directors of AVZ Minerals Limited
David Macoboy
Roger Steinepreis1
David Riekie
Andrew Gastevich2
Hamish Halliday
Stephen Parsons
-
4,500,000
14,000,000
2,250,000
9,430,000
9,430,000
1,500,000
-
-
-
-
-
Other key management personnel
Alex Aitken
1 Other changes relate to options expired during the year.
2 Mr Andrew Gastevich resigned on the 3 November 2011.
300,000
500,000
-
-
-
-
-
-
-
-
(3,000,000)
-
(2,250,000)
-
-
1,500,000
1,500,000
1,500,000
1,500,000
14,000,000 14,000,000
-
3,310,000
3,310,000
-
9,430,000
9,430,000
(500,000)
300,000
300,000
AVZ Minerals Limited |
25
Notes to the Consolidated Financial Statements for the year ended 30 June 2013
6.
(f)
Key Management Personnel Compensation (continued)
Ordinary shareholdings
The number of shares in the company held during the financial year by each director of AVZ Minerals
Limited and other key management personnel of the group, including their personally related parties,
are set out below. There were no shares granted during the period as remuneration.
Balance at the
start of the year
Received on
exercise of
options
Other Changes
Balance at the end
of the year
2013
Directors of AVZ Minerals Limited
David Macoboy1
Roger Steinepreis
David Riekie
Gary Steinepreis 3
Hamish Halliday 2
Stephen Parsons 2
1,000,000
4,812,500
5,978,441
-
7,385,500
7,397,500
Other key management personnel
-
-
-
-
-
-
(1,000,000)
19,238,942
10,387,255
15,371,649
(7,385,500)
(7,397,500)
Alex Aitken
1 David Macoboy was appointed on the 22 September 2011 and resigned on the 3 August 2012.
2 Hamish Halliday and Stephen Parsons resigned on 30 November 2012.
3 Gary Steinepreis was appointed on 30 November 2012.
-
-
-
-
24,051,442
16,365,696
15,371,649
-
-
-
Balance at the
start of the year
Received on
exercise of
options
Other Changes
Balance at the
end of the year
2012
Directors of AVZ Minerals Limited
David Macoboy1
Roger Steinepreis
David Riekie
Andrew Gastevich2
Hamish Halliday
Stephen Parsons
-
3,500,000
3,588,441
950,000
7,198,000
7,210,000
Other key management personnel
-
-
-
-
-
-
1,000,000
1,312,500
2,200,000
(950,000)
187,500
187,500
Alex Aitken
1 David Macoboy was appointed on the 22 September 2011 and resigned on the 3 August 2012.
2 Mr Gastevich resigned on the 3 November 2011.
-
-
-
1,000,000
4,812,500
5,788,441
-
7,385,500
7,397,500
-
(g)
Converting performance shareholdings
The number of converting performance shares in the company held during the financial year by each
director of AVZ Minerals Limited and other key management personnel of the group, including their
personally related parties, are set out below. Converting performance shares do not form part of
remuneration and were previously issued as part consideration for the acquisition of Eris Mining (Pty)
Ltd.
Balance at the
start of the year
Issued
Other Changes1
Balance at the end
of the year
2012
Directors of AVZ Minerals Limited
Hamish Halliday
Stephen Parsons
1,560,000
1,560,000
-
-
(1,560,000)
(1,560,000)
-
-
1 Other changes refer to converting performance shares lapsing during the year.
AVZ Minerals Limited |
26
Notes to the Consolidated Financial Statements for the year ended 30 June 2013
7.
(a)
Income Tax Expense (note should be restructured)
Income tax expense
Current tax
Deferred tax
Total income tax expense
Deferred income tax expense included in income tax expense comprises:
Decrease/(Increase) in deferred tax assets (note 7(c))
Increase/(Decrease) in deferred tax liabilities (note 7(d))
Consolidated
2013
$
2012
$
-
-
-
-
-
-
-
-
-
8,691
(8,691)
-
(b) Numerical reconciliation of income tax expense to prima facie tax payable
Loss from continuing operations before income tax expense
Tax at the tax rate of 30.0% (2012: 30.0%)
(2,413,002)
(723,901)
(3,788,336)
(1,136,500)
Tax effect of amounts which are not deductible in calculating taxable
income:
Exploration written off
Share based payments
Other non-deductible amounts
Differences in overseas tax rates
Unrecognised tax losses
Income tax expense/(benefit)
(c)
Deferred tax recognised
Deferred tax liabilities
Exploration and expenditure
Other
Deferred tax assets
Carry forward tax losses recognized
Net deferred tax recognised
(d) Unrecognised tax losses
607,297
-
29,098
4,444
83,062
762,456
66,864
9,944
(87,353)
384,589
-
-
260,270
-
756,583
676
(260,270)
-
(757,259)
-
Unused tax losses for which no deferred tax asset has been recognised
5,351,594
5,074,720
Potential tax benefit at the tax rate of 30.0% (2012: 30.0%)
Potential tax benefit at the tax rate of 30.0% (2012: 37.5%)
1,552,440
53,038
1,605,478
1,497,759
30,821
1,528,580
(e) Unrecognised temporary differences
Unrecognised deferred tax asset relating to capital raising costs
200,922
171,018
1: The deferred tax asset attributable to tax losses does not exceed taxable amounts arising from the reversal
of existing assessable temporary differences.
AVZ Minerals Limited |
27
Notes to the Consolidated Financial Statements for the year ended 30 June 2013
Cash & Cash Equivalents
Cash & cash equivalents
Cash at bank & in hand
Total cash & cash equivalents
Consolidated
2013
$
2012
$
1,834,742
1,834,742
767,496
767,496
Cash at bank and in hand
Cash on hand is non-interest bearing. Cash at bank bears interest rates between 0.00% and 3.50%
(2012: 0.00% and 4.75%). Refer to note 18 for the group’s exposure to interest rate and credit risk.
Trade & Other Receivables
Current
Other receivables
Prepayments
Total current trade & other receivables
Non-current
Deposits1
Total non-current trade & other receivables
1 Deposits relate to a guarantee for a corporate credit card facility.
Consolidated
2013
$
28,925
-
28,925
-
-
2012
$
57,600
30,081
87,681
30,000
30,000
Past due and impaired receivables
As at 30 June 2013, there were no other receivables that were past due or impaired (2012: nil).
Effective interest rates and credit risk
Information concerning effective interest rates and credit risk of both current and non-current trade
and other receivables is set out in note 18.
8.
(a)
(b)
9.
(a)
(b)
(c)
(d)
AVZ Minerals Limited |
28
Notes to the Consolidated Financial Statements for the year ended 30 June 2013
Property, Plant & Equipment
10.
(a) Year ended 30 June 2013
Opening net book amount
Additions
Disposals/write-offs/adjustments
Depreciation charge
Closing net book amount
At 30 June 2013
Cost
Accumulated depreciation
Net book amount
(b) Year ended 30 June 2012
Opening net book amount
Additions
Effect of exchange rates
Disposals/write-offs
Depreciation charge
Closing net book amount
At 30 June 2012
Cost
Accumulated depreciation
Net book amount
Exploration & Evaluation Expenditure
11.
(a) Exploration and evaluation phase
Opening balance
Exploration and acquisition costs
Impairment expense1
Closing balance
Consolidated
Motor
Vehicles
Plant &
Office Field
$
$
Plant &
Office
Equipment
$
30,878
-
(30,410)
(468)
-
-
-
-
39,473
-
458
-
(9,053)
30,878
41,821
(10,943)
30,878
21,819
-
3,074
(13,825)
11,068
58,896
(47,828)
11,068
35,069
-
-
-
(13,250)
21,819
58,896
(37,077)
21,819
16,748
-
-
(12,209)
4,539
28,544
(24,005)
4,539
16,863
12,480
-
(1,180)
(11,415)
16,748
28,542
(11,794)
16,748
Total
$
69,445
-
(27,336)
(26,502)
15,607
87,440
(71,833)
15,607
91,405
12,480
458
(1,180)
(33,718)
69,445
129,259
(59,814)
69,445
Consolidated
2013
$
2012
$
2,752,038
139,851
(2,024,322)
867,567
3,636,334
1,375,464
(2,259,760)
2,752,038
1 Board and Management have assessed the carrying value of the Exploration and Evaluation
Expenditure to be impaired and have provided for an impairment expense to reduce the carrying
value to the expected recoverable amount.
The value of the group’s interest in exploration expenditure is dependent upon:
the continuance of the company’s rights to tenure of the areas of interest;
the results of future exploration; and
the recoupment of costs through successful development and exploitation of the areas of
interest, or alternatively, by their sale.
AVZ Minerals Limited |
29
Notes to the Consolidated Financial Statements for the year ended 30 June 2013
Trade & Other Payables
12.
(a) Current
Trade Payables
Other Payables
Total current trade & other
payables
The group’s exposure to foreign currency risk is noted in note 18.
Provisions
13.
(a) Current
Accrued employee benefits
Total Provisions
Amounts shown are expected to be settled within 12 months.
Consolidated
2013
$
2012
$
25,152
-
315,417
50,871
25,152
366,288
Consolidated
2013
$
2012
$
-
-
55,782
55,782
Consolidated
2013
Shares
2012
Shares
Consolidated
2013
$
2012
$
Contributed Equity
14.
(a) Contributed Equity
Ordinary shares - fully paid
303,412,482
121,706,241
12,941,083
11,115,614
Total Contributed Equity
303,412,482
121,706,241
12,941,083
11,115,614
(b) Ordinary Shares
Ordinary shares participate in dividends and the proceeds on winding up of the company in
proportion to the number of shares held and in proportion to the amount paid up on the shares
held. At shareholders meetings each ordinary share is entitled to one vote in proportion to the paid
up amount of the share when a poll is called, otherwise each shareholder has one vote on a show of
hands.
(c) Options
Information relating to options including details of options issued, exercised and lapsed during the
financial year and options outstanding at the end of the financial year, is set out in note 15.
(d) Performance incentive shares
Information relating to performance incentive shares including details of performance incentive
shares issued, exercised and lapsed during the financial year and options performance incentive
shares outstanding at the end of the financial year, is set out in note 16.
(e) Capital risk management
The group’s principal objective when managing capital is to ensure that the group can continue as a
going concern in order to provide benefits for shareholders and other stakeholders. Due to the
nature of the group’s activities being mineral exploration, the primary source of funding of the
The focus for the group’s capital risk management is the current
activities is equity raisings.
working capital position against the group’s requirements to meet exploration programmes and
corporate overheads.
AVZ Minerals Limited |
30
Notes to the Consolidated Financial Statements for the year ended 30 June 2013
(f) Capital risk management (continued)
Consolidated
2013
$
2012
$
Cash and cash
equivalents
Trade & other receivables - current
Trade & other receivables - non-
current
Trade & other payables
Working capital position
1,834,742
28,925
-
(25,152)
1,838,515
Date
Number
Shares
$
Issue
Price
$
(g) Movements in contributed equity
Opening Balance 1 July 2011
Issue of shares: Placement
Issue of shares: Kudu Minerals
Issue of shares: Placement
Issue of shares: Placement
Less: Transaction costs arising on share issues
Closing Balance at 30 June 2012
Opening Balance 1 July 2012
Issue of shares: Placement
Issue of shares: Placement
Issue of shares: Entitlement issue
Less: Transaction costs arising on share issues
Closing Balance at 30 June 2013
30 Sep 11
4 Nov 11
10 Nov 11
18 Apr 12
83,356,241
10,000,000
3,800,000
8,750,000
15,800,000
$0.08
$0.08
$0.08
$0.05
121,706,241
121,706,241
23 Oct 12
29 Nov 12
29 Jan 13
18,250,000 $0.015
11,750,000 $0.015
$0.01
151,706,241
303,412,482
767,496
87,681
30,000
(422,070)
463,107
Total
$
8,611,545
800,000
304,000
700,000
790,000
(89,931)
11,115,614
11,115,614
273,750
176,250
1,517,062
(141,593)
12,941,083
Balance at
start of year
Granted
during the
year
Exercised
during the
year
Cancelled/
lapsed
during the
year
Balance at
end of the
year
Expiry
date
Share Options
Exercise
price
15.
(a) 2013 unlisted share option details
31 Aug 13
31 Aug 13
31 Aug 13
31 Aug 13
31 Aug 13
14 Nov 13
31 Mar 14
22 May 14
22 May 14
22 May 14
30 Nov 14
31 May 14
31 May 14
31 May 14
31 Oct 14
15.0 cents
20.0 cents
25.0 cents
30.0 cents
45.0 cents
15.0 cents
10.0 cents
20.0 cents
30.0 cents
45.0 cents
20.0 cents
11.0 cents
20.0 cents
25.0 cents
11.0 cents
3,250,000
2,500,000
2,500,000
2,500,000
2,500,000
6,000,000
400,000
7,125,000
7,125,000
7,125,000
2,000,000
400,000
2,500,000
2,500,000
1,500,000
49,925,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,250,000
2,500,000
2,500,000
2,500,000
2,500,000
6,000,000
400,000
7,125,000
7,125,000
7,125,000
2,000,000
400,000
2,500,000
2,500,000
1,500,000
49,925,000
AVZ Minerals Limited |
31
Notes to the Consolidated Financial Statements for the year ended 30 June 2013
Expiry
date
Share Options (continued)
Exercise
price
15.
(b) 2012 unlisted share option details
Balance at
start of year
Granted
during the
year
Exercised
during the
year
Cancelled/
lapsed
during the
year
Balance at
end of the
year
31 Mar 12
31 Aug 13
31 Aug 13
31 Aug 13
31 Aug 13
31 Aug 13
14 Nov 13
31 Jan 14
31 Mar 14
22 May 14
22 May 14
22 May 14
30 Nov 14
31 May 14
31 May 14
31 May 14
31 Oct 14
20.0 cents
15.0 cents
20.0 cents
25.0 cents
30.0 cents
45.0 cents
15.0 cents
28.0 cents
10.0 cents
20.0 cents
30.0 cents
45.0 cents
20.0 cents
11.0 cents
20.0 cents
25.0 cents
11.0 cents
7,000,000
3,250,000
2,500,000
2,500,000
2,500,000
2,500,000
6,000,000
500,000
400,000
7,125,000
7,125,000
7,125,000
2,000,000
-
-
-
-
50,525,000
-
-
-
-
-
-
-
-
-
-
-
-
-
400,000
2,500,000
2,500,000
1,500,000
6,900,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(7,000,000)
-
-
-
-
-
-
(500,000)
-
-
-
-
-
-
-
-
-
(7,500,000)
-
3,250,000
2,500,000
2,500,000
2,500,000
2,500,000
6,000,000
-
400,000
7,125,000
7,125,000
7,125,000
2,000,000
400,000
2,500,000
2,500,000
1,500,000
49,925,000
Balance at
start of year
Granted
during the
year
Converted
during the
year
Lapsed
during the
year
Balance at
end of the
year
16.
(a)
(b)
Performance Incentive Shares
2013 performance incentive shares
Performance incentive
shares
-
-
2012 performance incentive shares
Performance incentive
shares
7,125,000
7,125,000
-
-
-
-
-
-
-
-
-
-
(7,125,000)
(7,125,000)
-
-
-
-
The performance incentive shares lapsed as the conditions were not met in the required timeframe.
17.
(a)
Reserves
Unlisted option reserve
Opening balance
Unlisted options issued as remuneration during the year
Closing balance
Consolidated
2013
$
2012
$
1,310,448
-
1,310,448
1,087,568
222,880
1,310,448
The unlisted option reserve records items recognised on valuation of director, employee and
contractor share options as well as share options issued during the course of a business
combination. Information relating to the details of options issued, exercised and lapsed during the
financial year and options outstanding at the end of the financial year, is set out in note 15.
AVZ Minerals Limited |
32
Notes to the Consolidated Financial Statements for the year ended 30 June 2013
17.
(b)
Reserves (continued)
Foreign Currency Translation Reserve
Opening balance
Exchange difference arising on translation of foreign
operations
Closing balance
(588,910)
(111,626)
38,411
(550,499)
(477,284)
(588,910)
The foreign currency translation reserve records exchange differences arising on translation of
foreign controlled entities. The exchange differences arising are recognised in other comprehensive
income as detailed in note 1(r) and accumulated within a separate reserve within equity. The
cumulative amount is reclassified to the statement of profit or loss or other comprehensive income
when the net investment is disposed of.
(c)
Total reserves
Unlisted option reserve
Foreign currency translation reserve
Total reserves
1,310,448
(550,499)
759,949
1,310,448
(588,910)
721,538
18.
Financial Instruments, Risk Management Objectives and Policies
instruments comprise cash and cash equivalents. The main
The consolidated entity’s principal financial
purpose of the financial instruments is to earn the maximum amount of interest at a low risk to the company.
The consolidated entity also has other financial instruments such as trade debtors and creditors which arise
directly from its operations. For the year under review, it has been the consolidated entity’s policy not to
trade in financial instruments. The main risks arising from the consolidated entity’s financial instruments are
interest rate risk and credit risk. The board reviews and agrees policies for managing each of these risks and
they are summarised below:
AVZ Minerals Limited |
33
Notes to the Consolidated Financial Statements for the year ended 30 June 2013
18.
Financial Instruments, Risk Management Objectives and Policies (continued)
(a)
Interest Rate Risk
The group’s exposure to interest rate risk, which is the risk that a financial instrument’s value will
fluctuate as a result of changes in market interest rates and the effective weighted average interest
rate for each class of financial assets and financial liabilities comprises:
Consolidated
2013
Financial assets
Cash and cash equivalents
Trade & other receivables - current
Weighted
Average
Interest
Rate
%
Floating
Interest
Rate
$
3.50%
0.00%
1,834,742
28,925
1,863,667
Financial Liabilities
Trade and other payables - current
0.00%
2012
Financial assets
Cash and cash equivalents
Trade & other receivables - current
Trade & other receivables - non-
current
3.50%
0.00%
4.00%
Financial Liabilities
Trade and other payables - current
0.00%
Fixed
Interest
Non-
interest
bearing
Total
$
1,834,742
28,925
1,834,667
$
-
-
25,152
25,152
25,152
25,152
38,027
57,600
-
95,627
767,496
57,600
30,000
855,096
$
-
-
-
-
-
-
-
-
729,469
-
-
729,469
30,000
30,000
-
-
-
-
366,288
366,288
366,288
366,288
The maturity date for all cash, current receivables and trade and other payable financial instruments
included in the above tables is one year or less from balance date. The maturity for the non-current
receivables is between 1 and 3 years from balance date.
(i)
Sensitivity analysis
The group’s main interest rate risk arises from cash equivalents with variable and fixed interest
rates. At 30 June 2013 and 30 June 2012, the group’s exposure to interest rate risk is not
deemed material.
(b)
Credit risk
Credit risk refers to the risk that a 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 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. All cash equivalents are held with
financial institutions with a credit rating of A1+ or above, with the exception of cash on hand of $-
(2012: $2,149) which is not rated.
AVZ Minerals Limited |
34
Notes to the Consolidated Financial Statements for the year ended 30 June 2013
18.
Financial Instruments, Risk Management Objectives and Policies (continued)
(c)
Foreign Currency Risk
The group is exposed to fluctuations in foreign currencies arising from exploration commitments in
currencies other than the group’s presentational currency (Australian Dollars).
The group operates internationally and is exposed to foreign exchange risk arising from currency
exposures to the Namibian Dollar (NAD). The group has not formalised a foreign currency risk
management policy, however it monitors its foreign currency expenditure in light of exchange rate
movements, and retains the right to withdraw from the foreign exploration commitments after the
minimum expenditure targets have been met.
(i)
Sensitivity analysis
The group’s main foreign currency risk arises from cash equivalents held in foreign currency
denominated bank accounts and other payable amounts denominated in currencies other than
the group’s functional currency. At 30 June 2013 and 30 June 2012, the group’s exposure to
foreign currency risk is not deemed material as the cash held in overseas financial institutions is
not considered material to the group.
(d)
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. Due to the dynamic nature of the
underlying businesses, the group aims at ensuring flexibility in its liquidity profile by maintaining the
ability to undertake capital raisings. The current trade and other payables are due and payable within 3
to 6 months.
Contractual
maturities of
financial liabilities
At 30 June 2013
Trade and other
payables
At 30 June 2012
Trade and other
payables
Less
than 6
months
$
25,152
366,288
6-12
months
$
Between 1
and 2 years
$
Between 2
and 5 years
$
Over 5
years
$
Total
contractual
cashflows
$
Carrying
amount
liabilities
$
-
-
-
-
-
-
-
-
25,152
25,152
366,288
366,288
(e)
Net fair value
The carrying value and net fair values of financial assets and liabilities at balance date are:
Consolidated
2013
2012
Financial assets
Cash and cash equivalents
Trade & other receivables - current
Trade & other receivables - non-current
Financial Liabilities
Trade and other payables - current
Carrying
Amount
$
1,834,742
28,925
-
1,863,667
Net fair
Value
$
1,834,742
28,925
-
1,863,667
Carrying
Amount
$
767,496
57,600
30,000
855,096
Net fair
Value
$
767,496
57,600
30,000
855,096
25,152
25,152
25,152
25,152
366,288
366,288
366,288
366,288
AVZ Minerals Limited |
35
Notes to the Consolidated Financial Statements for the year ended 30 June 2013
18.
Financial Instruments, Risk Management Objectives and Policies (continued)
(f)
Fair value measurements
The fair value of financial assets and financial
liabilities must be estimated for recognition and
measurement or for disclosure purposes. AASB 7 Financial Instruments: Disclosures requires disclosure
of fair value measurements by level of the following fair value measurement hierarchy:
i)
ii)
iii)
Quoted prices in active markets for identical assets or liabilities (level 1)
Inputs other than quoted prices included within level 1 that are observable for the asset
or liability, either directly (as prices) or indirectly (level 2); and
Inputs for
(unobservable inputs) (level 3).
liability that are not based on observable market data
the asset or
The group does not currently hold any assets and liabilities measured and recognised at fair value at
30 June 2013 and 30 June 2012.
19.
(a)
Earnings per Share
Earnings/(Loss)
Earnings/(loss) used in the calculation of basic EPS
Consolidated
2013
$
2012
$
(2,413,002)
(3,730,100)
(b) Weighted average number of ordinary shares (‘WANOS’)
WANOS used in the calculation of basic earnings per share:
204,239,388
102,097,630
Diluted earnings per share is not shown or calculated as the company is in a loss position.
Consolidated
2013
$
2012
$
20.
(a)
Cash Flow Information
Reconciliation of cash flows from operating activities with loss from ordinary activities after income
tax:
(Loss) for the year
Depreciation
Asset write-down expense
Exploration expenditure write off
Share based payments
Other
Changes in assets and liabilities:
(Increase) in operating receivables & prepayments
(Decrease) in trade and other payables
(2,413,002)
(3,788,336)
26,502
1,313
2,024,322
-
24,632
58,756
(396,918)
33,718
1,180
2,259,760
222,880
64,787
(17,695)
(32,485)
Net cash (outflows) from Operating Activities
(674,395)
(1,256,191)
(b)
Non-cash investing and financing activities ordinary activities
On 4 November 2011 the company issued 3,800,000 ordinary shares at $0.08 per share to Kudu
Minerals. (Pty) Ltd to relinquish all current and pending mining claims held by Kudu over exclusive
prospecting licence 4416 in Northern Namibia.
AVZ Minerals Limited |
36
Notes to the Consolidated Financial Statements for the year ended 30 June 2013
21.
(a)
Segment Information
Description of segments
Management has determined the operating segments based on the reports reviewed by the chief
operating decision maker that are used to make strategic decisions. For the purposes of segment
reporting the chief operating decision maker has been determined as the board of directors. The
board monitors the entity primarily from a geographical perspective, and has identified two operating
segments, being exploration for mineral reserves within Africa and the corporate/head office function.
(b)
Segment information provided to the board of directors
The segment information provided to the board of directors for the reportable segments for the year
ended 30 June 2013 as follows:
2013
Total segment revenue
Interest revenue
Depreciation and amortisation expense
Exploration impairment expense
Total segment loss before income tax
Africa
$
Corporate
$
Total
$
-
-
930
2,024,322
2,083,569
30,753
30,753
25,572
-
329,433
30,753
30,753
26,502
2,024,322
2,413,002
Total segment assets
900,567
1,846,274
2,746,841
Total segment liabilities
1,160
23,992
25,152
2012
Total segment revenue
Interest revenue
Depreciation and amortisation expense
Exploration impairment expense
Africa
$
Corporate
$
Total
$
-
-
9,053
2,259,760
37,622
37,622
24,665
-
37,622
37,622
33718
2,259,760
Total segment loss before income tax
(2,297,426)
(1,490,910)
(3,788,336)
Total segment assets
2,822,413
884,247
3,706,660
Total segment liabilities
3,920
418,150
422,070
(c) Measurement of segment information
information presented in part (b) above is measured in a manner consistent with that in the
All
financial statements.
(d)
Segment revenue
No inter-segment sales occurred during the current or previous financial year. The entity is domiciled
in Australia. No revenue was derived from external customers in countries other than the country of
domicile. Revenues of $30,753 (2012: $37,622) were derived from one Australian financial institution
during the period. These revenues are attributable to the corporate segment.
AVZ Minerals Limited |
37
Notes to the Consolidated Financial Statements for the year ended 30 June 2013
21.
Segment Information (continued)
(e)
Reconciliation of segment information
Total segment revenue, total segment profit/loss before income tax, total segment assets and total
segment liabilities as presented in part (b) above, equal total entity revenue, total entity profit/loss
before income tax, total entity assets and total entity liabilities respectively, as reported within the
financial statements.
Commitments and Contingencies
22.
There are no commitments or contingent liabilities outstanding at the end of the year.
Subsidiaries
23.
The consolidated financial statements incorporate the assets,
subsidiaries in accordance with the accounting policy described in note 1(b):
liabilities and results of
the following
Name of entity
Country of
incorporation
Class
of shares
Northam Resources Ltd2
Himba Iron Exploration (Pty) Ltd
Eris Mining (Pty) Ltd
Tumba Base Metals X (Pty) Ltd
Australia
Namibia
Namibia
Namibia
Ordinary
Ordinary
Ordinary
Ordinary
Equity holding1
2013
%
100
95
95
95
2012
%
100
95
95
95
1: The proportion of ownership interest is equal to the proportion of voting power held.
2: Company is dormant.
24.
(a)
(b)
(c)
(d)
Related Party Information
Parent entity
The ultimate parent entity within the group is AVZ Minerals Limited.
Subsidiaries
Interests in subsidiaries are set out in note 24.
Key management personnel
Disclosures relating to key management personnel are set out in note 6.
Transactions with Director Related Parties
The following transactions occurred with related parties:
Consolidated
Purchases from director related entities
Payments for shared services costs to Gryphon Minerals Limited
Payments for shared services costs to Venture Minerals Limited
Payment to Steinepreis Paganin for legal fees
Payment to Ascent Capital – rent
2013
$
29,481
19,291
28,030
30,000
Outstanding balances arising from recharges/purchases with Director Related Parties
Current payables (purchases)
-
There were no loans made to or from related parties during the year.
2012
$
104,861
98,053
4,434
-
37,694
AVZ Minerals Limited |
38
Notes to the Consolidated Financial Statements for the year ended 30 June 2013
24.
Related Party Information (continued)
(e)
Terms and conditions of related party transactions
Transactions between related parties are on commercial terms and conditions, no more favourable
than those available to other parties unless otherwise stated.
25.
Share Based Payments
The Directors have not issued any options as remuneration during the current year.
2012 – The Directors issued options as remuneration:
(a)
(b)
Fair value of listed options granted
The fair value of listed options granted is calculated as the market value prevailing at the date on
which the options are authorised for issue.
Fair value of unlisted options granted
The weighted average fair value of the options granted during the financial year was $0.032 cents. The
price was calculated by using the Black-Scholes European Option Pricing Model applying the following
inputs:
Weighted average exercise price
Weighted average years to expiry
Weighted average underlying share price
Weighted average expected volatility
Weighted average risk-free rate
Discount for unmarketability of options
2012
$0. 1921
2.7
$0.0786
98%
3.69%
-
The following factors and assumptions were used in determining the fair value of options issued on
grant date:
Grant
Date
Expiry
Date
Exercise
Price
Fair Value
Per Option
30 June 2012
04 Nov 11
04 Nov 11
04 Nov 11
12 Jan 2012
31 Oct 14
31 May 14
31 May 14
31 Oct 14
11.0cents
20.0cents
25.0cents
11.0cents
$
0.045
0.039
0.027
0.025
Price of
Shares on
Grant Date
$
0.08
0.08
0.08
0.06
Estimated
Volatility
%
98%
98%
98%
94%
Risk Free
Interest
Rate
%
3.72%
3.72%
3.72%
3.19%
Dividend
Yield
%
0%
0%
0%
0%
Historical volatility has been the basis for determining expected share price volatility as it assumed that this is
indicative of future trends, which may not eventuate. The life of the options is based on historical exercise
patterns, which may not eventuate in the future. The total share-based payment expense recognised during
the year, are set out below:
AVZ Minerals Limited |
39
Notes to the Consolidated Financial Statements for the year ended 30 June 2013
25.
Share Based Payments (continued)
Unlisted options:
Share based payments expense - Options issued to directors and
employees
Consultants expense -Options issued to Consultants
Contributed equity:
Ordinary shares issued to Kudu Minerals (Pty) Ltd – Capitalised to
exploration & evaluation expenditure
Consolidated
2013
$
-
-
-
2012
$
77,496
145,384
304,000
Amounts reflected above have been included in the statement of comprehensive income. Details of other
option movements and balances are set out in note 15.
26.
(a)
(b)
(c)
(d)
Parent Entity Information
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Total liabilities
Equity
Contributed equity
Accumulated losses
Option reserve
Total equity
Total Comprehensive loss for the year
Loss for the year
Other comprehensive income for the year
Total comprehensive loss for the year
Company
2013
$
2012
$
1,835,091
878,749
2,713,840
815,680
2,820,605
3,636,285
23,992
23,992
418,151
418,151
12,941,083
(11,561,683)
1,310,448
2,689,848
11,115,614
(9,207,928)
1,310,448
3,218,134
(2,353,755)
-
(2,353,755)
(4,487,145)
-
(4,487,145)
The parent entity has not guaranteed any loans for any entity during the year. The parent entity does not
have any contingent liabilities, or capital commitments.
AVZ Minerals Limited |
40
Directors’ Declaration
In the directors’ opinion:
(a) the financial statements and notes set out on pages 13 to 41 are in accordance with the Corporations Act
2001, including:
(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory
professional reporting requirements; and
(ii) giving a true and fair view of the group’s financial position as at 30 June 2013 and of its
performance for the financial year ended on that date; and
(b) the audited remuneration disclosures set out on pages 5 to 8 of the directors’ report comply with
section 300A of the Corporations Act 2001; and
(c) at the date of this declaration, there are reasonable grounds to believe that the Company will be able to
pay its debts as and when they become due and payable; and
(d) the financial statements and notes thereto are in accordance with International Financial Reporting
Standards issued by the International Accounting Standards Board.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the Board of Directors.
Gary Steinepreis
Non-Executive Director
West Perth, Western Australia
25 September 2013
AVZ Minerals Limited |
41
Tel: +8 6382 4600
Fax: +8 6382 4601
www.bdo.com.au
38 Station Street
Subiaco, WA 6008
PO Box 700 West Perth WA 6872
Australia
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF AVZ MINERALS LIMITED
Report on the Financial Report
We have audited the accompanying financial report of AVZ Minerals Limited, which comprises the
consolidated statement of financial position as at 30 June 2013, the consolidated statement of
profit or loss and other comprehensive income, the consolidated statement of changes in equity and
the 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 gives a true and fair view and 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. Those 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
company’s preparation of the financial report that gives a true and fair view 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 company’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 qualified audit opinion.
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 AVZ Minerals Limited, would be in the same terms if given
to the directors as at the time of this auditor’s report.
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050
110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited
by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards
Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.
AVZ Minerals Limited | 42
Basis for Qualified Opinion
Basis for Qualified Opinion
Basis for Qualified Opinion
Basis for Qualified Opinion
Basis for Qualified Opinion
Basis for Qualified Opinion
Basis for Qualified Opinion
Basis for Qualified Opinion
Basis for Qualified Opinion
Basis for Qualified Opinion
on
carried at $867,567 on
carried at $867,567
carried at $867,567
expenditure carried at $867,567
carried at $867,567
carried at $867,567
carried at $867,567
expenditure
expenditure
Attention is drawn to the capitalised exploration and evaluation expenditure
expenditure
expenditure
Attention is drawn to the capitalised exploration and evaluation
Attention is drawn to the capitalised exploration and evaluation
Attention is drawn to the capitalised exploration and evaluation
Attention is drawn to the capitalised exploration and evaluation
Attention is drawn to the capitalised exploration and evaluation
Attention is drawn to the capitalised exploration and evaluation
Attention is drawn to the capitalised exploration and evaluation
Attention is drawn to the capitalised exploration and evaluation
Attention is drawn to the capitalised exploration and evaluation
Attention is drawn to the capitalised exploration and evaluation
Attention is drawn to the capitalised exploration and evaluation
Attention is drawn to the capitalised exploration and evaluation
Attention is drawn to the capitalised exploration and evaluation
Attention is drawn to the capitalised exploration and evaluation
Attention is drawn to the capitalised exploration and evaluation
Attention is drawn to the capitalised exploration and evaluation
Attention is drawn to the capitalised exploration and evaluation
Attention is drawn to the capitalised exploration and evaluation
Attention is drawn to the capitalised exploration and evaluation
Attention is drawn to the capitalised exploration and evaluation
Attention is drawn to the capitalised exploration and evaluation
impairment
exploration impairment
impairment
impairment
impairment
exploration
exploration
30 June 2013 and the exploration
exploration
30 June 2013 and the
statement of financial position as at 30 June 2013 and the
30 June 2013 and the
30 June 2013 and the
30 June 2013 and the
30 June 2013 and the
30 June 2013 and the
statement of financial position as at
statement of financial position as at
consolidated statement of financial position as at
statement of financial position as at
statement of financial position as at
statement of financial position as at
statement of financial position as at
statement of financial position as at
statement of financial position as at
statement of financial position as at
statement of financial position as at
statement of financial position as at
consolidated
consolidated
the consolidated
consolidated
consolidated
the
statement of profit or loss and other comprehensive
consolidated statement of profit or loss and other comprehensive
statement of profit or loss and other comprehensive
statement of profit or loss and other comprehensive
statement of profit or loss and other comprehensive
statement of profit or loss and other comprehensive
statement of profit or loss and other comprehensive
statement of profit or loss and other comprehensive
statement of profit or loss and other comprehensive
statement of profit or loss and other comprehensive
statement of profit or loss and other comprehensive
statement of profit or loss and other comprehensive
statement of profit or loss and other comprehensive
statement of profit or loss and other comprehensive
statement of profit or loss and other comprehensive
statement of profit or loss and other comprehensive
statement of profit or loss and other comprehensive
statement of profit or loss and other comprehensive
statement of profit or loss and other comprehensive
of $2,024,322 recorded in the
consolidated
consolidated
consolidated
of $2,024,322 recorded in the consolidated
of $2,024,322 recorded in the
of $2,024,322 recorded in the
of $2,024,322 recorded in the
of $2,024,322 recorded in the
of $2,024,322 recorded in the
of $2,024,322 recorded in the
of $2,024,322 recorded in the
of $2,024,322 recorded in the
of $2,024,322 recorded in the
income for the year then ended. We were unable to obtain sufficient appropriate audit evidence
to
unable to obtain sufficient appropriate audit evidence to
unable to obtain sufficient appropriate audit evidence
unable to obtain sufficient appropriate audit evidence
unable to obtain sufficient appropriate audit evidence
unable to obtain sufficient appropriate audit evidence
unable to obtain sufficient appropriate audit evidence
unable to obtain sufficient appropriate audit evidence
unable to obtain sufficient appropriate audit evidence
unable to obtain sufficient appropriate audit evidence
unable to obtain sufficient appropriate audit evidence
unable to obtain sufficient appropriate audit evidence
unable to obtain sufficient appropriate audit evidence
unable to obtain sufficient appropriate audit evidence
unable to obtain sufficient appropriate audit evidence
unable to obtain sufficient appropriate audit evidence
unable to obtain sufficient appropriate audit evidence
unable to obtain sufficient appropriate audit evidence
unable to obtain sufficient appropriate audit evidence
income for the year then ended. We were
income for the year then ended. We were
income for the year then ended. We were
income for the year then ended. We were
income for the year then ended. We were
income for the year then ended. We were
income for the year then ended. We were
income for the year then ended. We were
income for the year then ended. We were
income for the year then ended. We were
income for the year then ended. We were
income for the year then ended. We were
income for the year then ended. We were
income for the year then ended. We were
capitalised exploration
capitalised exploration
capitalised exploration
capitalised exploration
capitalised exploration
capitalised exploration
capitalised exploration
capitalised exploration
the capitalised exploration
the
the recoverable value of the
the recoverable value of
the recoverable value of
as to the appropriateness of the recoverable value of
the recoverable value of
the recoverable value of
the recoverable value of
the recoverable value of
the recoverable value of
as to the appropriateness of
as to the appropriateness of
satisfy ourselves as to the appropriateness of
as to the appropriateness of
as to the appropriateness of
as to the appropriateness of
as to the appropriateness of
as to the appropriateness of
as to the appropriateness of
as to the appropriateness of
satisfy ourselves
satisfy ourselves
satisfy ourselves
satisfy ourselves
satisfy ourselves
due to this limitation
Consequently, due to this limitation
due to this limitation
due to this limitation
due to this limitation
due to this limitation
due to this limitation
due to this limitation
Consequently,
Consequently,
Consequently,
Consequently,
expenditure. Consequently,
expenditure
expenditure
expenditure
and evaluation expenditure
and evaluation
and evaluation
and evaluation
and evaluation
and evaluation
necessary.
would be necessary.
necessary.
necessary.
would be
would be
her any adjustments to these amounts would be
would be
her any adjustments to these amounts
her any adjustments to these amounts
whether any adjustments to these amounts
her any adjustments to these amounts
her any adjustments to these amounts
her any adjustments to these amounts
her any adjustments to these amounts
her any adjustments to these amounts
her any adjustments to these amounts
her any adjustments to these amounts
her any adjustments to these amounts
her any adjustments to these amounts
her any adjustments to these amounts
whet
we were unable to determine
we were unable to determine
we were unable to determine
we were unable to determine
we were unable to determine
we were unable to determine
we were unable to determine
we were unable to determine
we were unable to determine
we were unable to determine
we were unable to determine
Opinion
Qualified Opinion
Opinion
Opinion
Qualified
Qualified
Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
In our opinion, except for the possible effects of the matter described in the Basis for Qualified
Opinion paragraph:
Opinion paragraph:
Opinion paragraph:
Opinion paragraph:
Opinion paragraph:
Opinion paragraph:
Opinion paragraph:
(a)
(a)
,
is in accordance with the Corporations Act 2001
Corporations Act 2001,
Corporations Act 2001
Corporations Act 2001
Corporations Act 2001
Corporations Act 2001
Corporations Act 2001
Corporations Act 2001
is in accordance with the
is in accordance with the
AVZ Minerals Limited is in accordance with the
is in accordance with the
is in accordance with the
is in accordance with the
is in accordance with the
is in accordance with the
is in accordance with the
AVZ Minerals Limited
AVZ Minerals Limited
report of AVZ Minerals Limited
AVZ Minerals Limited
AVZ Minerals Limited
AVZ Minerals Limited
AVZ Minerals Limited
report of
report of
financial report of
financial
the
financial
the financial
the
including:
including:
including:
including:
including:
(i)
(i)
and of its performance for the year ended on that date; and
13 and of its performance for the year ended on that date; and
and of its performance for the year ended on that date; and
and of its performance for the year ended on that date; and
and of its performance for the year ended on that date; and
and of its performance for the year ended on that date; and
and of its performance for the year ended on that date; and
and of its performance for the year ended on that date; and
and of its performance for the year ended on that date; and
and of its performance for the year ended on that date; and
and of its performance for the year ended on that date; and
and of its performance for the year ended on that date; and
and of its performance for the year ended on that date; and
and of its performance for the year ended on that date; and
and of its performance for the year ended on that date; and
and of its performance for the year ended on that date; and
and of its performance for the year ended on that date; and
and of its performance for the year ended on that date; and
and of its performance for the year ended on that date; and
and of its performance for the year ended on that date; and
and of its performance for the year ended on that date; and
entity’s financial position as at 30 June
consolidated entity’s financial position as at 30 June
entity’s financial position as at 30 June
entity’s financial position as at 30 June
entity’s financial position as at 30 June
entity’s financial position as at 30 June
entity’s financial position as at 30 June
entity’s financial position as at 30 June
entity’s financial position as at 30 June
entity’s financial position as at 30 June
entity’s financial position as at 30 June
entity’s financial position as at 30 June
entity’s financial position as at 30 June
entity’s financial position as at 30 June
consolidated
consolidated
giving a true and fair view of the consolidated
consolidated
consolidated
giving a true and fair view of the
giving a true and fair view of the
giving a true and fair view of the
giving a true and fair view of the
giving a true and fair view of the
giving a true and fair view of the
giving a true and fair view of the
giving a true and fair view of the
giving a true and fair view of the
giving a true and fair view of the
giving a true and fair view of the
20
2013
;
dards and the Corporations Regulations 2001
Corporations Regulations 2001;
Corporations Regulations 2001
Corporations Regulations 2001
Corporations Regulations 2001
Corporations Regulations 2001
Corporations Regulations 2001
Corporations Regulations 2001
Corporations Regulations 2001
Corporations Regulations 2001
Corporations Regulations 2001
dards and the
dards and the
complying with Australian Accounting Standards and the
dards and the
dards and the
complying with Australian Accounting Stan
complying with Australian Accounting Stan
complying with Australian Accounting Stan
complying with Australian Accounting Stan
complying with Australian Accounting Stan
complying with Australian Accounting Stan
complying with Australian Accounting Stan
complying with Australian Accounting Stan
complying with Australian Accounting Stan
complying with Australian Accounting Stan
complying with Australian Accounting Stan
complying with Australian Accounting Stan
complying with Australian Accounting Stan
complying with Australian Accounting Stan
and
and
(ii)
(ii)
(b)
(b)
with International Financial Reporting Standards
the financial report also complies with International Financial Reporting Standards
with International Financial Reporting Standards
with International Financial Reporting Standards
with International Financial Reporting Standards
with International Financial Reporting Standards
with International Financial Reporting Standards
with International Financial Reporting Standards
with International Financial Reporting Standards
with International Financial Reporting Standards
with International Financial Reporting Standards
with International Financial Reporting Standards
with International Financial Reporting Standards
with International Financial Reporting Standards
with International Financial Reporting Standards
with International Financial Reporting Standards
with International Financial Reporting Standards
the financial report also complies
the financial report also complies
the financial report also complies
the financial report also complies
the financial report also complies
the financial report also complies
the financial report also complies
the financial report also complies
the financial report also complies
the financial report also complies
the financial report also complies
the financial report also complies
.
in Note 1.
in Note
in Note
in Note
disclosed
as disclosed
disclosed
disclosed
disclosed
Report on the Remuneration Report
Report on the Remuneration Report
Report on the Remuneration Report
Report on the Remuneration Report
Report on the Remuneration Report
Report on the Remuneration Report
Report on the Remuneration Report
Report on the Remuneration Report
Report on the Remuneration Report
Report on the Remuneration Report
Report on the Remuneration Report
Report on the Remuneration Report
Report on the Remuneration Report
Report on the Remuneration Report
Report on the Remuneration Report
Report on the Remuneration Report
’ report for the year ended 30
We have audited the Remuneration Report included in the directors
’ report for the year ended 30
’ report for the year ended 30
’ report for the year ended 30
’ report for the year ended 30
’ report for the year ended 30
’ report for the year ended 30
’ report for the year ended 30
’ report for the year ended 30
’ report for the year ended 30
We have audited the Remuneration Report included in the directors’ report for the year ended 30
We have audited the Remuneration Report included in the directors
We have audited the Remuneration Report included in the directors
We have audited the Remuneration Report included in the directors
We have audited the Remuneration Report included in the directors
We have audited the Remuneration Report included in the directors
We have audited the Remuneration Report included in the directors
We have audited the Remuneration Report included in the directors
We have audited the Remuneration Report included in the directors
We have audited the Remuneration Report included in the directors
We have audited the Remuneration Report included in the directors
We have audited the Remuneration Report included in the directors
We have audited the Remuneration Report included in the directors
We have audited the Remuneration Report included in the directors
We have audited the Remuneration Report included in the directors
We have audited the Remuneration Report included in the directors
We have audited the Remuneration Report included in the directors
We have audited the Remuneration Report included in the directors
We have audited the Remuneration Report included in the directors
We have audited the Remuneration Report included in the directors
We have audited the Remuneration Report included in the directors
We have audited the Remuneration Report included in the directors
We have audited the Remuneration Report included in the directors
June 2013. The directors of the company are responsible for the preparation and presentation of
June 2013. The directors of the company are responsible for the preparation and presentation of
June 2013. The directors of the company are responsible for the preparation and presentation of
June 2013. The directors of the company are responsible for the preparation and presentation of
June 2013. The directors of the company are responsible for the preparation and presentation of
June 2013. The directors of the company are responsible for the preparation and presentation of
June 2013. The directors of the company are responsible for the preparation and presentation of
June 2013. The directors of the company are responsible for the preparation and presentation of
June 2013. The directors of the company are responsible for the preparation and presentation of
June 2013. The directors of the company are responsible for the preparation and presentation of
June 2013. The directors of the company are responsible for the preparation and presentation of
June 2013. The directors of the company are responsible for the preparation and presentation of
June 2013. The directors of the company are responsible for the preparation and presentation of
June 2013. The directors of the company are responsible for the preparation and presentation of
June 2013. The directors of the company are responsible for the preparation and presentation of
June 2013. The directors of the company are responsible for the preparation and presentation of
June 2013. The directors of the company are responsible for the preparation and presentation of
June 2013. The directors of the company are responsible for the preparation and presentation of
June 2013. The directors of the company are responsible for the preparation and presentation of
June 2013. The directors of the company are responsible for the preparation and presentation of
June 2013. The directors of the company are responsible for the preparation and presentation of
June 2013. The directors of the company are responsible for the preparation and presentation of
June 2013. The directors of the company are responsible for the preparation and presentation of
June 2013. The directors of the company are responsible for the preparation and presentation of
June 2013. The directors of the company are responsible for the preparation and presentation of
June 2013. The directors of the company are responsible for the preparation and presentation of
June 2013. The directors of the company are responsible for the preparation and presentation of
June 2013. The directors of the company are responsible for the preparation and presentation of
June 2013. The directors of the company are responsible for the preparation and presentation of
June 2013. The directors of the company are responsible for the preparation and presentation of
June 2013. The directors of the company are responsible for the preparation and presentation of
June 2013. The directors of the company are responsible for the preparation and presentation of
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
. Our
Corporations Act 2001. Our
. Our
Corporations Act 2001
Corporations Act 2001
the Remuneration Report in accordance with section 300A of the Corporations Act 2001
Corporations Act 2001
Corporations Act 2001
Corporations Act 2001
Corporations Act 2001
the Remuneration Report in accordance with section 300A of the
the Remuneration Report in accordance with section 300A of the
the Remuneration Report in accordance with section 300A of the
the Remuneration Report in accordance with section 300A of the
the Remuneration Report in accordance with section 300A of the
the Remuneration Report in accordance with section 300A of the
the Remuneration Report in accordance with section 300A of the
the Remuneration Report in accordance with section 300A of the
the Remuneration Report in accordance with section 300A of the
the Remuneration Report in accordance with section 300A of the
the Remuneration Report in accordance with section 300A of the
the Remuneration Report in accordance with section 300A of the
the Remuneration Report in accordance with section 300A of the
the Remuneration Report in accordance with section 300A of the
the Remuneration Report in accordance with section 300A of the
the Remuneration Report in accordance with section 300A of the
the Remuneration Report in accordance with section 300A of the
the Remuneration Report in accordance with section 300A of the
the Remuneration Report in accordance with section 300A of the
the Remuneration Report in accordance with section 300A of the
the Remuneration Report in accordance with section 300A of the
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
accordance with Australian Auditing Standards.
accordance with Australian Auditing Standards.
accordance with Australian Auditing Standards.
accordance with Australian Auditing Standards.
accordance with Australian Auditing Standards.
accordance with Australian Auditing Standards.
accordance with Australian Auditing Standards.
accordance with Australian Auditing Standards.
accordance with Australian Auditing Standards.
accordance with Australian Auditing Standards.
accordance with Australian Auditing Standards.
accordance with Australian Auditing Standards.
accordance with Australian Auditing Standards.
accordance with Australian Auditing Standards.
accordance with Australian Auditing Standards.
accordance with Australian Auditing Standards.
accordance with Australian Auditing Standards.
Opinion
Opinion
Opinion
Opinion
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
In our opinion, the Remuneration Report of AVZ Minerals Limited for the year ended 30 June 2013
complies with section 300A of the
Corporations Act 2001.
complies with section 300A of the Corporations Act 2001
Corporations Act 2001
Corporations Act 2001
Corporations Act 2001
Corporations Act 2001
Corporations Act 2001
Corporations Act 2001
complies with section 300A of the
complies with section 300A of the
complies with section 300A of the
complies with section 300A of the
complies with section 300A of the
complies with section 300A of the
complies with section 300A of the
complies with section 300A of the
Corporations Act 2001
complies with section 300A of the
complies with section 300A of the
BDO Audit (WA) Pty Ltd
BDO Audit (WA) Pty Ltd
BDO Audit (WA) Pty Ltd
BDO Audit (WA) Pty Ltd
BDO Audit (WA) Pty Ltd
BDO Audit (WA) Pty Ltd
BDO Audit (WA) Pty Ltd
BDO Audit (WA) Pty Ltd
BDO Audit (WA) Pty Ltd
Brad McVeigh
Brad McVeigh
Brad McVeigh
Brad McVeigh
Brad McVeigh
Director
Director
Director
Perth, Western Australia
Perth, Western Australia
Perth, Western Australia
Perth, Western Australia
Perth, Western Australia
Perth, Western Australia
Perth, Western Australia
Perth, Western Australia
Perth, Western Australia
Dated this 25th
Dated this 25
Dated this 25
Dated this 25
Dated this 25
th day of
September 2013
day of September 2013
September 2013
September 2013
September 2013
September 2013
day of
September 2013
AVZ Minerals Limited | 43
AVZ Minerals Limited | 43
AVZ Minerals Limited | 43
AVZ Minerals Limited | 43
AVZ Minerals Limited | 43
AVZ Minerals Limited | 43
AVZ Minerals Limited | 43
AVZ Minerals Limited | 43
AVZ Minerals Limited | 43
AVZ Minerals Limited | 43
AVZ Minerals Limited | 43
Corporate Governance Statement
Shareholding
The distribution of members and their holdings of equity securities in the holding company as at
24 September 2013 was as follows:
Number Held as at 24 September 2013
1- 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
Total
Holders of less than a marketable parcel: 251
Class of Equity Securities
Fully Paid Ordinary Shares
18
19
62
175
174
448
Substantial Shareholders
The names of the substantial shareholders as at 24 September 2013.
Shareholder
Ranchland Holdings Pty Ltd
David Noel Riekie
Oakhurst Enterprises Pty Ltd
Number
24,051,442
16,365,696
15,371,649
%
7.93
5.39
5.07
Voting Rights - Ordinary Shares
In accordance with the holding company's Constitution, on a show of hands every member present in person
or by proxy or attorney or duly authorised representative has one vote. On a poll every member present in
person or by proxy or attorney or duly authorised representative has one vote for every fully paid ordinary
share held.
Twenty Largest Shareholders
The names of the twenty largest ordinary fully paid shareholders as at 24 September 2013 are as follows:
Shareholder
Oakhurst Enterprises Pty Ltd
Leilani Inv Pty Ltd
Ranchland Holdings Pty Ltd
Seventy Three Pty Ltd
N&J Mitchell Holdings Pty Ltd
J & J Brady Nominees Pty Ltd
Aviemore Cap Pty Ltd
Wilhaja Pty Ltd
Merrill Lynch Aust Nom Pty Ltd
Symorgh Inv Pty Ltd
Blueknight Pty Ltd
Talltree Holdings Pty Ltd
Talltree Holdings Pty Ltd
McTavish Industries Pty Ltd
SDG Nominees Pty Ltd < T J Strapp s/f a/c>
Ardlussa Pty Ltd < V & V Pendal s/f a/c>
Zero Nominees Pty Ltd
Syncopated Pty Ltd
Symington Pty Ltd
N&J Mitchell Holdings Pty Ltd
Number
% Held of Issued
Ordinary Capital
15,371,649
15,066,957
14,426,442
11,920,308
11,371,649
11,120,308
8,994,638
8,228,814
7,717,598
7,140,000
7,000,000
7,000,000
6,500,000
5,640,000
5,250,000
5,250,000
4,540,000
4,371,649
3,583,332
3,476,832
163,970,176
5.07%
4.97%
4.75%
3.93%
3.75%
3.67%
2.96%
2.71%
2.54%
2.35%
2.31%
2.31%
2.14%
1.86%
1.73%
1.73%
1.50%
1.44%
1.18%
1.15%
54.05%
AVZ Minerals Limited |
44
Corporate Governance Statement
Corporate Governance
The Company is committed to implementing the highest standards of corporate governance.
In determining
what those high standards should involve the Company has turned to the ASX Corporate Governance
Council’s Principles of Good Corporate Governance and Best Practice Recommendations. The Company is
pleased to advise that the Company’s practices are largely consistent with those ASX guidelines. As
consistency with the guidelines has been a gradual process, where the Company did not have certain policies
or committees recommended by the ASX Corporate Governance Council (the Council) in place during the
reporting period, we have identified such policies or committees.
Where the Company’s corporate governance practices do not correlate with the practices recommended by
the Council, the Company is working towards compliance however it does not consider that all the practices
are appropriate for the Company due to the size and scale of Company operations.
To illustrate where the Company has addressed each of the Council’s recommendations, the following table
cross-references each recommendation with sections of this report. The table does not provide the full text
of each recommendation but rather the topic covered.
Recommendation
Recommendation 1.1 Functions of the Board and Management
Section
1.1
Recommendation 1.2
Executives
Evaluation of Board, Directors and Key
1.4.10
Recommendation 1.3 Reporting on Principle 1
Recommendation 2.1 Independent Directors
Recommendation 2.2 Independent Chairman
Recommendation 2.3 Role of the Chairman and CEO
1.1 and 1.4.10
1.2 and 1.3
1.2 and 1.3
1.2 and 1.3
Recommendation 2.4 Establishment of Nomination Committee
2.3
Recommendation 2.5 Evaluation of Board, Committees and Directors
1.4.10
Recommendation 2.6 Reporting on Principle 2
1.2, 1.4.6, 1.4.10, 2.3.1 and the
Directors’ Report
Recommendation 3.1 Code of Conduct
Recommendation 3.2 Disclosure of Diversity
4
3.2
Recommendation 3.3 Reporting on Principle 3
1.1 and 1.4.9, 3
Recommendation 4.1 Establishment of Audit Committee
Recommendation 4.2 Structure of Audit Committee
Recommendation 4.3 Audit Committee Charter
Recommendation 4.4 Reporting on Principle 4
2.1
2.1.1
2.1
2.1
Recommendation 5.1
Disclosure
Policy for Compliance with Continuous
1.4.4
Recommendation 5.2 Reporting on Principle 5
Recommendation 6.1 Communications Strategy
Recommendation 6.2 Reporting on Principle 6
Recommendation 7.1 Policies on Risk Oversight and Management
Recommendation 7.2 Managing and Implementing Risk Management
Recommendation 7.3 Attestations by CEO and CFO
Recommendation 7.4 Reporting on Principle 7
Recommendation 8.1 Establishment of Remuneration Committee
1.4.4
1.4.8
1.4.8
2.1.3
2.1.3
2.1.3
2.1.3
2.2
Recommendation 8.2
Remuneration
Executive
and Non-Executive Director
2.2.3.1 and 2.2.3.2
Recommendation 8.3 Reporting on Principle 8
1.2, 2.2.1 and 2.2.3.2
AVZ Minerals Limited |
45
Corporate Governance Statement
1.
Board of Directors
Role of the Board
1.1
In governing the Company, the
The Board’s role is to govern the Company rather than to manage it.
Directors must act in the best interests of the Company as a whole.
It is the role of senior management to
manage the Company in accordance with the direction and delegations of the Board and the responsibility of
the Board to oversee the activities of management in carrying out these delegated duties.
In carrying out its governance role, the main task of the Board is to drive the performance of the Company.
The Board must also ensure that the Company complies with all of its contractual, statutory and any other
legal obligations, including the requirements of any regulatory body. The Board has the final responsibility
for the successful operations of the Company.
To assist the Board carry out its functions, the Company has adopted a Charter. A copy is available for
inspection on the Company’s website.
Composition of the Board
1.2
To add value to the Company the Board has been formed so that it has effective composition, size and
commitment to adequately discharge its responsibilities and duties given its current size and scale of
operations. The names of the Directors and their qualifications and experience are stated in the Directors’
Report along with the term of office held by each of the Directors. Directors are appointed based on the
specific skills required by the Company and on their decision-making and judgment skills.
The Company recognises the importance of Non-Executive Directors and the external perspective and advice
that Non-Executive Directors can offer.
An Independent Director is a Non-Executive Director and:
is not a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a
substantial shareholder of the Company;
within the last three years has not been employed in an executive capacity by the Company or another
group member, or been a Director after ceasing to hold any such employment;
within the last three years has not been a principal of a material professional adviser or a material
consultant to the Company or another group member. Or an employee materially associated with the
service provided;
is not a material supplier or customer of the Company or another group member, or an officer of or
otherwise associated directly or indirectly with a material supplier or customer;
has no material contractual relationship with the Company or other group member other than as a
Director of the Company;
has not served on the Board for a period which could, or could reasonably be perceived to, materially
interfere with the Director’s ability to act in the best interests of the Company; and
is free from any interest and any business or other relationship which could, or could reasonably be
perceived to, materially interfere with the Director’s ability to act in the best interests of the Company.
Material is defined as being where the relationship accounts for more than five percent of consolidated gross
expenditure per annum of the Company.
The Company currently does not have a majority of the Board independent. The Board currently comprises
of three two non-independent Directors. Due to the size of the Company and the experience of the
Directors, the Company believes that the current composition of the Board remains appropriate.
Responsibilities of the Board
1.3
In general, the Board is responsible for, and has the authority to determine, all matters relating to the
policies, practices, management and operations of the Company.
It is required to do all things that may be
necessary to be done in order to carry out the objectives of the Company.
AVZ Minerals Limited |
46
Corporate Governance Statement
Without intending to limit this general role of the Board, the principal functions and responsibilities of the
Board include the following.
Leadership of the Organisation: overseeing the Company
and establishing codes that reflect the values of the Company and guide the conduct of the Board.
Strategy Formulation:
that there are policies in place to govern the operation of the Company.
to set and review the overall strategy and goals for the Company and ensuring
the development of the Company’s strategic plan.
Overseeing Planning Activities:
Shareholder Liaison:
communications policy and promoting participation at general meetings of the Company.
ensuring effective communications with shareholders through an appropriate
Monitoring, Compliance and Risk Management:
the development of the Company’s risk management,
compliance, control and accountability systems and monitoring and directing the financial and
operational performance of the Company.
Company Finances: approving expenses and approving and monitoring acquisitions, divestitures and
financial and other reporting.
Human Resources: appointing, and, where appropriate, removing the Chief Executive Officer (CEO) and
Chief Financial Officer (CFO) as well as reviewing the performance of the CEO and monitoring the
performance of senior management in their implementation of the Company’s strategy.
in conjunction with the senior management
Ensuring the Health, Safety and Well-Being of Employees:
team, developing, overseeing and reviewing the effectiveness of the Company’s occupational health and
safety systems to ensure the well-being of all employees.
Delegation of Authority: delegating appropriate powers to the CEO to ensure the effective day-to-day
management of the Company and establishing and determining the powers and functions of the
Committees of the Board.
Full details of the Board’s role and responsibilities are contained in the Board Charter, a copy of which is
available for inspection on the Company’s website.
1.4
Board Policies
1.4.1 Conflicts of Interest
Directors must:
disclose to the Board actual or potential conflicts of interest that may or might reasonably be thought to
exist between the interests of the Director and the interests of any other parties in carrying out the
activities of the Company; and
if requested by the Board, within seven days or such further period as may be permitted, take such
necessary and reasonable steps to remove any conflict of interest.
If a Director cannot or is unwilling to remove a conflict of interest then the Director must, as per the
Corporations Act, absent himself or herself from the room when discussion and/or voting occurs on matters
about which the conflict relates.
1.4.2 Commitments
Each member of the Board is committed to spending sufficient time to enable them to carry out their duties
as a Director of the Company.
Board Policies (continued)
1.4
1.4.3 Confidentiality
In accordance with legal requirements and agreed ethical standards, Directors and key executives of the
Company have agreed to keep confidential, information received in the course of the exercise of their duties
and will not disclose non-public information except where disclosure is authorised or legally mandated.
1.4.4 Continuous Disclosure
The Board has designated the Company Secretary as the person responsible for overseeing and coordinating
disclosure of information to the ASX as well as communicating with the ASX.
In accordance with the ASX
Listing Rules the Company immediately notifies the ASX of information:
AVZ Minerals Limited |
47
Corporate Governance Statement
1.
Board of Directors (continued)
concerning the Company that a reasonable person would expect to have a material effect on the price
or value of the Company’s securities; and
that would, or would be likely to, influence persons who commonly invest in securities in deciding
whether to acquire or dispose of the Company’s securities.
The Company has a Continuous Disclosure Policy which is available for inspection on the Company’s website.
Information conveyed to new Directors include:
1.4.5 Education and Induction
It is the policy of the Company that new Directors undergo an induction process in which they are given a full
briefing on the Company. Where possible this includes meetings with key executives, tours of the premises,
an induction package and presentations.
details of the roles and responsibilities of a Director;
formal policies on Director appointment as well as conduct and contribution expectations;
access to a copy of the Board Charter;
guidelines on how the Board processes function;
details of past, recent and likely future developments relating to the Board;
background information on and contact information for key people in the organisation;
an analysis of the Company;
a synopsis of the current strategic direction of the Company; and
a copy of the Constitution of the Company.
In order to achieve continuing improvement in Board performance, all Directors are encouraged to undergo
continual professional development. Specifically, Directors are provided with the resources and training to
address skills gaps where they are identified.
1.4.6 Independent Professional Advice
The Board collectively and each Director has the right to seek independent professional advice at the
Company’s expense, to assist them to carry out their responsibilities.
1.4.7 Related Party Transactions
Related party transactions include any financial transaction between a Director and the Company. Unless
there is an exemption under the Corporations Act from the requirement to obtain shareholder approval for
the related party transaction, the Board cannot approve the transaction.
1.4.8 Shareholder Communication
The Company respects the rights of its shareholders and to facilitate the effective exercise of those rights the
Company is committed to:
communicating effectively with shareholders through releases to the market via ASX, information mailed
to shareholders and the general meetings of the Company;
giving shareholders ready access to balanced and understandable information about the Company and
corporate proposals;
making it easy for shareholders to participate in general meetings of the Company; and
requesting the external auditor to attend the annual general meeting and be available to answer
shareholder questions about the conduct of the audit and the preparation and content of the auditor’s
report.
The Company also makes available a telephone number and email address for shareholders to make
enquiries of the Company. The Company has a Shareholder Communication Policy which is available for
inspection on the Company’s website.
AVZ Minerals Limited |
48
Corporate Governance Statement
1.
Board of Directors (continued)
Board Policies (continued)
1.4
1.4.9 Trading in Company Shares
The Company has had a formal Share Trading Policy in place since May 2007 and subsequently reviewed and
updated in December 2010. A copy of the policy is available for inspection on the Company’s website.
1.4.10 Performance Review/Evaluation
It is the policy of the Board to conduct annual evaluations of its effectiveness and that of individual Directors.
Each Directors performance is appraised personally by the Chairman and in a meeting led by the other
independent Director, the Chairman’s performance is assessed.
The evaluation process in the current year was overseen by the Chairman. The evaluation process of the
The
Chairman was led by the other independent Director in conjunction with the Managing Director.
objective of this evaluation is to provide best practice corporate governance to the Company.
2.
Board Committees
Audit Committee
2.1
Due to the size and scale of operations of the Company the full Board undertakes the role of the Audit
Committee. As the full Board undertakes the role of the Audit Committee, no formal Charter has been
adopted however below is a summary of the role and responsibilities of an Audit Committee.
2.1.1 Role
The Audit Committee is responsible for reviewing the integrity of the Company’s financial reporting and
overseeing the independence of the external auditors.
As the whole Board only consists of three (3) members, the Company does not have an audit committee
because it would not be a more efficient mechanism than the full Board for focusing the Company on specific
issues and an audit committee cannot be justified based on a cost-benefit analysis. However, in accordance
with the ASX Listing Rules, the Company is moving towards establishing an audit committee consisting
primarily of Independent Directors.
In the absence of an audit committee, the Board sets aside time to deal with issues and responsibilities
usually delegated to the audit committee to ensure the integrity of the financial statements of the Company
and the independence of the external auditor.
2.1.2 Responsibilities
The Audit Committee reviews the audited annual and half-yearly financial statements and any reports which
accompany published financial statements and recommends their approval to the members.
The Audit Committee each year reviews the appointment of the external auditor, their independence, the
audit fee, and any questions of resignation or dismissal.
The Audit Committee or is also responsible for establishing policies on risk oversight and management.
2.1.3 Risk Management Policies
The Board’s Charter clearly establishes that it is responsible for ensuring there is a good sound system for
overseeing and managing risk. Due to the size and scale of operations, risk management issues are
considered by the Board as a whole.
AVZ Minerals Limited |
49
Corporate Governance Statement
2.
Board Committees (continued)
A risk management plan has been developed and implemented by AVZ. The plan provides a framework for
systematically understanding and identifying the types of business risks threatening AVZ as whole and
specific business activities within the Company.
A risk register has been developed through the
implementation and review of the risk management plan which has identified material business risk of the
Company. The risk register also provides the controls in place to mitigate the material business risks and
management’s assessment of residual risk.
The board believes that it has a thorough understanding of the Company’s key risks and is managing them
appropriately. The board is responsible for reviewing annually its risk management system. This includes
reviewing operational, financial, compliance, systems and risk management procedures.
The directors
confirm they have completed their annual review for the 2012 financial year. A copy of the company’s risk
management statement is available from the corporate governance section of the company’s website.
2.1.3 Risk Management Policies (continued)
Mr David Riekie (Non-Executive Director) and Mr Gary Steinepreis (Company Secretary) provided the Board
with a declaration in accordance with S295A of the Corporations Act that the financial statements are
founded on a sound system of risk management and internal compliance. Their statement assured the Board
that the risk management and internal compliance and control system is operating efficiently and effectively
in all material respects.
Remuneration Committee
2.2
2.2.1 Role
The role of a Remuneration Committee is to assist the Board in fulfilling its responsibilities in respect of
establishing appropriate remuneration levels and incentive policies for employees.
As the whole Board only consists of three (3) members, the Company does not have a remuneration
committee because it would not be a more efficient mechanism than the full Board for focusing the
Company on specific issues. As the full Board undertakes the role of the Remuneration Committee, no formal
Charter has been adopted however below is a summary of the role and responsibilities of a Remuneration
Committee.
2.2.2 Responsibilities
The responsibilities of a Remuneration Committee, or the full Board include setting policies for senior
officers’ remuneration, setting the terms and conditions of employment for the Chief Executive Officer,
reviewing and making recommendations to the Board on the Company’s incentive schemes and
superannuation arrangements, reviewing the remuneration of both Executive and Non-Executive Directors
and making recommendations on any proposed changes and undertaking reviews of the Chief Executive
Officer’s performance, including, setting with the Chief Executive Officer goals and reviewing progress in
achieving those goals.
2.2.3 Remuneration Policy
Directors’ Remuneration was approved by resolution of the Board on 25 August 2010, however the Board has
implemented reduced fee base.
2.2.3.1 Senior Executive Remuneration Policy
The Company is committed to remunerating its senior executives in a manner that is market-competitive and
consistent with best practice as well as supporting the interests of shareholders. Consequently, under the
Senior Executive Remuneration Policy the remuneration of senior executive may be comprised of the
following:
fixed salary that is determined from a review of the market and reflects core performance requirements
and expectations;
a performance bonus designed to reward actual achievement by the individual of performance
objectives and for materially improved Company performance;
AVZ Minerals Limited |
50
Corporate Governance Statement
2.Board Committees (continued)
participation in any share/option scheme with thresholds approved by shareholders;
statutory superannuation.
By remunerating senior executives through performance and long-term incentive plans in addition to their
fixed remuneration the Company aims to align the interests of senior executives with those of shareholders
and increase Company performance.
The value of shares and options granted to senior executives are calculated using the Black and Scholes
method.
The objective behind using this remuneration structure is to drive improved Company performance and
thereby increase shareholder value as well as aligning the interests of executives and shareholders. The Board
may use its discretion with respect to the payment of bonuses, stock options and other incentive payments.
2.2.3.2 Non-Executive Director Remuneration Policy
Non-Executive Directors are to be paid their fees out of the maximum aggregate amount approved by
shareholders for the remuneration of Non-Executive Directors. Non-Executive Directors do not receive
performance based bonuses however they do participate in option schemes. Non-Executive Directors are
entitled to but not necessarily paid statutory superannuation. Non-Executive Directors are not provided with
any retirement benefits other than superannuation.
2.2.4 Current Director Remuneration
Full details regarding the remuneration of Directors, is included in the Directors’ Report.
Nomination Committee
2.3
2.3.1 Role
The role of a Nomination Committee is to help achieve a structured Board that adds value to the Company
by ensuring an appropriate mix of skills and diversity are present in Directors on the Board at all times.
As the whole Board only consists of three (3) members, the Company does not have a nomination committee
because it would not be a more efficient mechanism than the full Board for focusing the Company on specific
issues. As the full Board undertakes the role of the Nomination Committee, no formal Charter has been
adopted however below is a summary of the role and responsibilities of a Nomination Committee. The
Company has adopted a Diversity Policy and is available for inspection on the Company’s website.
2.3.2 Responsibilities
The responsibilities of a Nomination Committee would include devising criteria for Board membership,
regularly reviewing the need for various skills and experience on the Board and identifying specific individuals
for nomination as Directors for review by the Board.
The Nomination Committee would also oversee
management succession plans including the CEO and his/her direct reports and evaluate the Board’s
performance and make recommendations for the appointment and removal of Directors. Currently the Board
as a whole performs this role.
2.3.3 Criteria for selection of Directors
Directors are appointed based on the specific governance skills required by the Company. Given the size of
the Company and the business that it operates, the Company aims at all times to have at least one Director
with experience appropriate to the Company’s target market.
In addition, Directors should have the relevant
blend of personal experience in accounting and financial management and Director-level business
experience.
AVZ Minerals Limited |
51
Corporate Governance Statement
Diversity
Diversity and inclusion
3.
3.1
AVZ and all its related bodies corporate are committed to workplace diversity in relation to genders, age,
ethnicity and background. The Company recognises the benefits arising from employee and Board diversity,
including a broader pool of high quality employees,
improving employee retention, accessing different
perspectives and ideas and benefiting from all available talent. Diversity includes, but is not limited to,
gender, age, ethnicity and cultural background.
Diversity Policy
3.2
The Company has developed a Diversity Policy during the current period which was formally adopted in June
2012. A copy of the policy is available for inspection on the Company’s website.
3.3 Measurable Objectives for Gender Diversity
Due to the size and nature of the company’s operations, AVZ has yet to establish measurable objectives for
gender diversity.
Proportion of women employees and board members
3.4
As at 30 June 2012, the proportion of women on the Board and in senior management positions was nil. The
proportion of women in our workplace was 0%.
Company Code of Conduct
4.
The Company has had a formal Code of Conduct which provides guidelines aimed at maintaining high ethical
standards, corporate behaviour and accountability within the Company. A copy of the Code of Conduct is
available for inspection on the Company’s website.
AVZ Minerals Limited |
52
Schedule of Mineral Tenements
As at 25 September 2013
Tenement
Interest
EPL 4126
EPL 4127
EPL 4128
EPL 4125
EPL 4129
EPL 4339
EPL 4416
EPL 4436
EPL 4437
EPL 4438
EPL 4439
EPL 4440
EPL 4286
EPL 4283
EPL 4284
EPL 4285
EPL 4788
EPL 4624
95%
95%
95%
95%
95%
95%
95%
95%
95%
95%
95%
95%
95%
95%
95%
95%
95%
95%
Status
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
(renewal lodged)
Pending
Pending
Pending
Pending
Granted
Project
Hoarusib
Paresis
Hammerhead/Thresher
Abenab
Tumba
Himba
Brandberg
Key
EPL:
Exploration Licence
AVZ Minerals Limited |
53