Conico Ltd
Annual Report 2013

Plain-text annual report

(formerly Fission Energy Ltd) ABN 49 119 057 457 for the Year Ended 30 June 2013 Table of Contents Highlights for the Year to 30 June 2013 Corporate Directory Review of Operations Corporate Governance Statement Directors’ Report Auditor’s Independence Declaration Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Financial Statements Directors’ Declaration Independent Auditor’s Report Additional Information for Listed Public Companies Tenement Schedule 3 4 5 10 14 19 20 21 22 23 24 37 38 40 41 * Cover Photo: Cuttings from drill hole through mineralised zone - Mt Thirsty Nickel-Cobalt-Manganese Oxide Project ASX Code: CNJ (formerly FIS) Page 2 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 HIGHLIGHTS FOR THE YEAR TO 30 JUNE 2013 MT THIRSTY PROJECT (WA) (Conico 50%) Mt Thirsty Co-Ni-Mn Oxide Resource  The Mt Thirsty Joint Venture continues to make excellent progress on the back of metallurgical test work by Perth based consultants RMDSTEM.  RMDSTEM has developed a conceptual flowsheet based on a simple agitated leach that has the potential to recover ~80% Co and >20% Ni with very low acid consumption of 25- 50kg/tonne of ore over a leach time of 4 to 5 hours.  Low acid consumption and significant reduction in capital and operating cost estimates represent a major breakthrough for the Mt Thirsty Oxide project. Mt Thirsty Project Location and Regional Geology ASX Code: CNJ (formerly FIS) Page 3 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 CORPORATE DIRECTORY DIRECTORS: Gregory H Solomon LLB (Non-Executive) Douglas H Solomon BJuris LLB (Hons) (Non-Executive) Guy T Le Page B.A., B.Sc. (Hons).,M.B.A., F.FIN., MAusIMM (Non-Executive) James B Richardson Dip, Fin Plan (Non-Executive) COMPANY SECRETARY: Aaron P Gates B.Com CA CSA REGISTERED OFFICE: Level 15, 197 St Georges Terrace Perth, Western Australia 6000 Tel +61 8 9282 5889 Fax +61 8 9282 5866 Email: mailroom@fissionenergy.com.au Website: www.fissionenergy.com.au SOLICITORS: Solomon Brothers Level 15, 197 St Georges Terrace Perth, Western Australia 6000 AUDITORS: Nexia Perth Audit Services Pty Ltd Chartered Accountants Level 3 88 William Street Perth, Western Australia 6000 SHARE REGISTRY: Advance Share Registry Services 150 Stirling Highway Nedlands, Western Australia 6009 STOCK EXCHANGE LISTING: ASX Code: CNJ (ordinary shares) Quotation has been granted for all the ordinary shares of the company on all Member Exchanges of the Australian Securities Exchange Limited. ASX Code: CNJ (formerly FIS) Page 4 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 REVIEW OF OPERATIONS MT THIRSTY COBALT-NICKEL-MANGANESE PROJECT (Conico 50%) The Mt Thirsty Cobalt-Nickel-Manganese oxide project covering an area of 47km2 is located 20km north-northwest of Norseman in the southern goldfields of Western Australia, a well-endowed nickel terrain. Conico Ltd through its wholly owned subsidiary Meteore Metals Pty Ltd owns 50% of the project in joint venture with Barra Resources Ltd. The Mt Thirsty deposit has the potential to emerge as a significant cobalt supplier. Recent metallurgical test work indicates that high recoveries of cobalt together with some nickel can be achieved through low temperature agitated leaching. Mt Thirsty has a JORC (2004) compliant Indicated Resource of 16.6 million tonnes at 0.14% Cobalt, 0.60% Nickel and 0.98% Manganese and a JORC (2004) compliant Inferred Resource of 15.3 million tonnes at 0.11% Cobalt, 0.51% Nickel and 0.73% Manganese over a length of 1.6 kilometres and a width of up to 850 metres. As well as the Cobalt-Nickel oxide resource, the Mt Thirsty joint venture tenements have potential for nickel sulphide mineralisation at greater depth within the same ultramafic sequence which hosts the near surface oxide deposit. Intersections of nickel sulphides up to 4m down hole at 3.5% Ni were made by the joint venture in 2010. Mt Thirsty Cobalt-Nickel-Manganese Oxide Deposit Metallurgical Test Work Background Due to the expected high capital cost of an earlier Mt Thirsty flowsheet design, Perth consultants RMDSTEM were commissioned to undertake a preliminary evaluation of the viability of leaching Mt Thirsty oxide with sodium metabisulphite (SMBS) via the proprietary INNOVAT continuous vat leaching process. INNOVAT processing would require considerably lower capital expenditure and operating costs than for the previously developed flowsheet design. Cost benefits of the INNOVAT process could potentially far outweigh the considerably lower Ni recoveries achieved. It was also proposed that Co and Ni could be precipitated from the pregnant INNOVAT leach liquor as sulphides using NaHS or as mixed hydroxides using MgO. Latest Results During the last financial year several phases of metallurgical test work from the Mt Thirsty oxide deposit by consultants RMDSTEM were completed with some promising results. The test work was conducted on splits from a 200kg bulk sample composited from air core samples drilled in June 2012. The first phase of this work involved SMBS optimisation bottle roll tests to determine optimum reagent consumption. Other tests included attrition, fines separation tests, a fines kinetic study to determine optimal leach residence time. A second phase involved five agitated leach tests using various SO2 concentrations and temperatures. The main objective of the second round of test work was to examine the use of SO2 to attack the MnO2 lattice which hosts the cobalt and also to place as little iron in solution as possible. Another goal was to use very low reagent levels to reduce operating costs. Agitated Leach Test 3: SO2 Metal Recovery and SO2 grams at 38oC over 2 hours ASX Code: CNJ (formerly FIS) Page 5 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 Test work demonstrated that approx. 80% of the Co and >20% of the Ni should be able to be extracted in 4 to 5 hours from Mt Thirsty oxide ores using low temperature (40oC) agitated leaching in closed tanks with very low acid consumption and low iron release. The low acid consumptions achieved of 25-50kg/tonne of ore compare with previous high Ni recovery test work undertaken by the joint venture partners of 450-500 kg per tonne (Murdoch test work 2005) and 400kg/tonne (Norilsk, 2008). This represents a major breakthrough for the Mt Thirsty Oxide project as acid consumption is a major operating cost item. The tests also indicated that SMBS is not a useful economic reagent to extract Co from the Mt Thirsty ores and that cheaper SO2 is the only realistic reagent to use. The very fine nature of the material after wet scrubbing indicated that the originally envisaged Continuous Vat Leaching (CVL) process may not be practical or competitive. Conceptual Flowsheets Based on the most recent test work results RMDSTEM have proposed two simple conceptual flowsheets representing a completely different, low cost chemical system for processing cobalt-nickel oxide ores compared to previous flowsheets that were capital intensive and aimed at maximising both nickel and cobalt recoveries. The new flowsheets deliver a 500 micron pulp to the leach tanks which are then sparged with medium pressure SO2. SO2 is delivered by burning liquid sulphur. There is an SO2 re-absorption system that recovers excess SO2 for recycling. Recovery of Co and Ni is by precipitation with MgO to form a hydroxide concentrate. Thickener Flowsheet This flowsheet is designed to run at 900ktpa with a leach time of two hours. The whole leach pulp and solution is transferred to either a single large or several smaller INNOVAT paste thickeners, mixed with a flocculent and a paste formed. The overflow pregnant leach solution should contain 86% of the leached metals. A wash with clean process water and thickening in a second INNOVAT paste thickener should recover a further 11% of the soluble metals with a total metal recovery of 97%. Soluble Co and Ni can be recovered as a hydroxide. Paste Thickener Flowsheet Resin in Pulp Flowsheet In this scheme, the leached slurry will be contacted with a broad spectrum Ion Exchange resin that is in the form of large beads. These can be recovered by the use of screens, and are handled similarly to carbon in a carbon in pulp gold plant. The initial resins studied appear to be able to recover + 99% of the combined Co and Ni. This loaded resin is forwarded to an Ion Exchange Strip plant which produces a strong solution of Co and Ni sulphate. This is then precipitated as a combined Co-Ni hydroxide and shipped to the appropriate refineries. The capital cost of the equipment is marginally lower, but the large capital cost of a resin charge makes the two flowsheets almost equal cost wise. ASX Code: CNJ (formerly FIS) Page 6 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 Financial Modelling Resin In Pulp Flowsheet RMDSTEM carried out financial modelling based on the two flowsheet options using a throughput of 3000 tonnes per day. A deterministic sensitivity analysis was also undertaken to examine risk and uncertainty. Both flowsheet options were found to have similar Capex requirements of $68.5m (RIP) and $66.7m (Thickener) including 30% contingencies on plant and equipment and $20m for site infrastructure. Unit operating costs were estimated at $5.75/lb Co for the RIP option and $5.53/lb for the Thickener option. The major external risk factors are exchange rate and cobalt price and the major internal factors cobalt head grade, payable cobalt and leach recovery rate. Based on their recent test work and results of their financial modelling RMDSTEM believe Mt Thirsty has good potential to be a low cost cobalt project. They recommend a detailed Pre- Feasibility study including large scale testing, process development and design. Value Adding RMDSTEM have examined the potential to produce value added products from Mt Thirsty Ni-Co hydroxide output and have proposed a possible ancillary circuit to produce Co and Ni oxide chemicals which sell for a premium of 15 to 20% above their metal value. Value Added Co and Ni Chemicals Production Diagram ASX Code: CNJ (formerly FIS) Page 7 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 Future Test Work The JV Partners are planning to continue test work with a view to progressing towards a pre-feasibility study, subject to the results of this test work and market conditions. The recent test work has provided much encouragement in particular the significant reduction in both operating and capital costs compared to previous studies. Mining Lease Application A draft Mining Agreement and terms sheet has been received for consideration from the Ngadju People, who have recently been granted Native Title over the region including the Mt Thirsty tenements. Finalisation of this agreement will enable grant of the mining lease over the Mt Thirsty Co-Ni oxide deposit. URANIUM WESTERN AUSTRALIA Ponton Creek E28/1744 was granted on 16th October 2012. After granting Exploration Licence E28/1744, prospective for palaeochannel uranium, was sold to Manhattan Corporation Limited for $20,000. On Manhattan gaining on the ground exploration access to the Queen Victoria Spring Nature Reserve, in which the licence is situated, a further payment of $50,000 would be payable to Conico. CAMBODIAN EXPLORATION LICENCES Conico signed two conditional agreements with two Cambodian companies Angkor Thmorpich Resources Co Ltd (“ATR”) and Wild Bull Resources Co., Ltd (“WBR”) to acquire a 100% interest in three Exploration Licences. The licences cover a total area of 430km2 in the largely unexplored north-western region of Cambodia and are prospective for copper and gold. The board subsequently elected not to proceed with the acquisition of these licences after receipt of a technical report by Geological Consultants. This will allow the Company to focus on the development of Mt Thirsty. CORPORATE Capital Raising Conico pursuant to a convertible note deed which it made with Tasman Resources Ltd (”Tasman”) on 30 April 2013 issued 100,000 redeemable convertible notes to Tasman, each at an issue price of $1.00, to raise short term finance of $100,000 for general working capital purposes. Interest is payable on all monies owing under the convertible notes from time to time at the rate of 9% per annum. Each convertible note is convertible, at Tasman’s election, into ordinary fully paid shares in Conico (Shares) at any time up to and including 30 September 2013 (unless redeemed earlier by Conico) in accordance with the following formula: No. of convertible notes being converted x face value of $1.00 conversion price where the conversion price is: the price that is 85% of the volume weighted average market price of Conico’s ordinary fully paid Shares on ASX calculated over the last 5 days on which sales were recorded on ASX before the date of Tasman’s notice of conversion; or if Conico has issued Shares pursuant to a capital raising(s) after the date of the convertible note deed, and prior to the conversion date, the lowest price per Share at which such capital raising(s) took place. If any convertible notes have not been converted into Shares by 30 September 2013, all monies then owing under those convertible notes (including any accrued interest) must be repaid by Conico to Tasman in full. In consideration of the agreement of Tasman to subscribe for these convertible notes, Conico issued to Tasman 1,000,000 (unlisted) options in the Company, each to acquire 1 Share at a price of 3 cents per Share at any time on or before 31 December 2014. Tasman is one of the largest shareholders of Conico, and holds approximately 18.88% of Conico’s current issued share capital. Change of Company Name On the 11th of July, the Company changed its name to Conico Ltd (ASX Code CNJ) from Fission Energy Ltd to better reflect the focus of its operations. ASX Code: CNJ (formerly FIS) Page 8 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 The interpretations and conclusions reached in this report are based on current geological theory and the best evidence available to the authors at the time of writing. It is the nature of all scientific conclusions that they are founded on an assessment of probabilities and, however high these probabilities might be, they make no claim for complete certainty. Any economic decisions that might be taken on the basis of interpretations or conclusions contained in this report will therefore carry an element of risk. The information in this announcement, insofar as it relates to Mineral Exploration activities, is based on information compiled by Michael J Glasson and Robert N Smith, who are members of the Australian Institute of Geoscientists, both of whom have more than five years experience in the field of activity being reported on. Mr Glasson and Mr Smith are consultants. Mr Glasson and Mr Smith have sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking to qualify as Competent Persons as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Glasson and Mr Smith consent to the inclusion in the report of the matters based on their information in the form and context in which it appears. It should not be assumed that the reported Exploration Results will result, with further exploration, in the definition of a Mineral Resource. ASX Code: CNJ (formerly FIS) Page 9 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 CORPORATE GOVERNANCE STATEMENT The Board of Directors The Company’s constitution provides that the number of directors shall not be less than three and not more than ten. There is no requirement for any share holding qualification. As and if the Company’s activities increase in size, nature and scope the size of the board will be reviewed periodically, and as circumstances demand. The membership of the board, its activities and composition, is subject to periodic review. The criteria for determining the identification and appointment of a suitable candidate for the board shall include quality of the individual, background of experience and achievement, compatibility with other board members, credibility within the Company’s scope of activities, intellectual ability to contribute to board’s duties and physical ability to undertake board’s duties and responsibilities. Directors are initially appointed by the full board subject to election by shareholders at the next general meeting. Under the Company’s constitution the tenure of a director (other than managing director, and only one managing director where the position is jointly held) is subject to reappointment by shareholders not later than the third anniversary following his or her last appointment. Subject to the requirements of the Corporation Act 2001, the board does not subscribe to the principle of retirement age and there is no maximum period of service as a director. A managing director may be appointed for any period and on any terms the directors think fit and, subject to the terms of any agreement entered into, may revoke the appointment. The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the formation of separate or special committees at this time. The Board as a whole is able to address the governance aspects of the full scope of the Company’s activities and to ensure that it adheres to appropriate ethical standards. Role of the Board The Board’s primary role is the protection and enhancement of long-term shareholder value. To fulfil this role, the board is responsible for oversight of management and the overall corporate governance statement of the Company including its strategic direction, establishing goals for management and monitoring the achievement of these goals. Appointments to Other Boards Directors are required to take into consideration any potential conflicts of interest when accepting appointments to other boards. Independent Professional Advice The Board has determined that individual directors have the right in connection with their duties and responsibilities as directors, to seek independent professional advice at the Company’s expense. With the exception of expenses for legal advice in relation to director’s rights and duties, the engagement of an outside adviser is subject to prior approval of the Chairman and this will not be withheld unreasonably. Continuous Review of Corporate Governance Directors consider, on an ongoing basis, how management information is presented to them and whether such information is sufficient to enable them to discharge their duties as directors of the Company. Such information must be sufficient to enable the directors to determine appropriate operating and financial strategies for time to time in light of changing circumstances and economic conditions. The directors recognise that mineral exploration is an inherently risky business and that operational strategies adopted should, notwithstanding, be directed towards improving or maintaining the net worth of the Company. ASX Principles of Good Corporate Governance The Board has reviewed its current practices in light of the ASX Principles of Good Corporate Governance and Best Practice Guidelines with a view to making amendments where applicable after considering the Company’s size and the resources it has available. As the Company’s activities develop in size, nature and scope, the size of the board and the implementation of any additional formal corporate governance committees will be given further consideration. The following table sets out the Company’s present position with regard to adoption of these Principles. ASX Code: CNJ (formerly FIS) Page 10 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 ASX Principle Reference/comment Principle 1: Lay solid foundations for management and oversight 1.1 Companies should establish the functions reserved to the board and those delegated to senior executives and disclose those functions. The Company has not adopted this recommendation to formalise and disclose the functions reserved to the board and those delegated to management. The roles and functions within the Company must remain flexible in order for it to best function within its level of available resources. 1.2 Companies should disclose the process for evaluating the performance of senior executives. The Company does not have any senior executives and as such has not developed a process for evaluating the performance of senior executives. 1.3 Companies should provide the information See above. indicated in the Guide to Reporting on Principle 1. Principle 2: Structure the board to add value 2.1 A majority of the board should be independent directors. Due to the Company’s size, nature and extent of operations, the Company has departed from this principle. 2.2 The chair should be an independent director. Due to the Company’s size, nature and extent of operations, the Company has departed from this principle. 2.3 The roles of chair and chief executive officer should not be exercised by the same individual. 2.4 The board should establish a nomination committee. 2.5 Companies should disclose the process for evaluating the performance of the board, its committees and individual directors. The Company does not have a chief executive officer. Acting in its ordinary capacity from time to time as required, the board carries out the process of determining the need for, screening and appointing new directors. In view of the size and resources available to the Company, it is not considered that a separate nomination committee is warranted. Acting in its ordinary capacity, the board from time to time carries out the process of considering and determining performance issues. Whenever relevant, any such matters are reported to the ASX. 2.6 Companies should provide the information indicated in Guide to Reporting on Principle 2. The skills and experience of directors are set out in the Company’s Annual Report and on its website. Principle 3: Promote ethical and responsible decision-making The Company has a Code of Conduct which can be viewed on the Company’s website. 3.1 Companies should establish a code of conduct and disclose the code or summary of the code as to: • • • the practices necessary to maintain confidence in the Company’s integrity the practices necessary to take into account their legal obligations and the responsible expectations of their stakeholders the responsibility and accountability of individuals reporting or investigating reports of unethical practices. 3.2 Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measurable objectives for achieving gender diversity and for the board to assess annually both the objectives and progress in achieving them. Due to the Company’s size, nature and extent of operations, the company has departed from this principle. ASX Code: CNJ (formerly FIS) Page 11 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 3.3 Companies should disclose in each annual report the measurable objectives for achieving gender diversity set by the board in accordance with the diversity policy and progress towards achieving them. 3.4 Companies should disclose in each annual report the proportion of women employees in the whole organisation, women in senior executive positions and women on the board. Due to the Company’s size, nature and extent of operations, the Company has departed from this principle. Conico does not have any women employees in the whole organisation, women in senior executive positions or women on the board. 3.5 Companies should provide the information See above. indicated in Guide to Reporting on Principle 3. Principle 4: Safeguard integrity in financial reporting 4.1 The board should establish an audit committee. Due to the Company’s size, nature and extent of operations, the company has departed from this principle. The Board itself is the forum that deals with this function. See 4.1 4.2 The audit committee should be structured so that it: • consists only non-executive directors • consists of a majority of independent directors is chaired by an independent chair, who is • not the chair of the board • has at least three members 4.3 The audit committee should have a formal charter. See 4.1 4.4 Companies should provide the information See 4.1 indicated in the Guide to Reporting on Principle 4. Principle 5: Make timely and balanced disclosure 5.1 Companies should establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior management level for that compliance and disclose those policies or a summary of those policies. The Company has a Continuous Disclosure Policy which can be viewed on the Company’s website. 5.2 Companies should provide the information See above. indicated in the Guide to Reporting on Principle 5. Principle 6: Respect the rights of shareholders 6.1 Companies should design and disclose a communications policy for promoting effective communication with shareholders and encourage their participation at general meetings and disclose their policy or a summary of that policy. The Company has a Communications Policy which can be viewed on the Company’s website. 6.2 Companies should provide the information See above. indicated in Guide to Reporting on Principle 6. ASX Code: CNJ (formerly FIS) Page 12 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 Principle 7: Recognise and manage risk 7.1 Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies. 7.2 7.3 The board should require management to design and implement the risk management and internal control system to manage the company’s material business risks and report to it on whether those risks are being managed effectively. The board should disclose that management has reported to it as to the effectiveness of the company’s management of its material business risks. The board should disclose whether it has received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks. Due to the size and nature of the Company, the Company does not have formalised policies on risk management. The board recognises its responsibility for identifying areas of material business risk and for ensuring that arrangements are in place for adequately managing these risks. This issue is regularly reviewed at board meetings and risk management culture is encouraged amongst employees and contractors. Due to the size and nature of the Company, the Company does not have a formalised risk management and internal control system. The board recognises its responsibility for identifying areas of material business risk and for ensuring that arrangements are in place for adequately managing these risks. This issue is regularly reviewed at board meetings and risk management culture is encouraged amongst employees and contractors. The Executive Chairman and the Chief Financial Officer make this assurance to the board. 7.4 Provide information indicated in Guide to See above. Reporting on Principle 7. Principle 8: Remunerate fairly and responsibly 8.1 The board should establish a remuneration committee. 8.2 The remuneration committee should be structured so that it: • consists of a majority of independent directors is chaired by an independent chair has at least three members. • • Due to the size and nature of the Company, the Company does not have a remuneration committee. The Company’s Constitution allows for a maximum amount per annum to be paid to non-executive directors, any changed to the annual amount must be approved at a General Meeting of members of the Company. See 8.1 8.3 Companies should clearly distinguish the structure of non-executive directors remuneration from that of executives. See 8.1 8.4 Companies should provide information indicated in ASX Guide to Reporting on Principle 8. No schemes exist for retirement benefits for non-executive directors other than statutory superannuation. ASX Code: CNJ (formerly FIS) Page 13 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 DIRECTORS’ REPORT The directors present their report together with the consolidated financial statements of the Group comprising Conico Ltd (formerly Fission Energy Ltd, the Company) and its controlled entity and the Group’s interest in a joint venture for the financial year ended 30 June 2013. Directors The names of directors in office at any time during or since the end of the year are: Gregory H Solomon Douglas H Solomon Guy T Le Page James B Richardson Directors have been in office since the start of the financial year to the date of this report unless otherwise stated. Company Secretary The following person held the position of Company Secretary at the end of the financial year: Mr Aaron P Gates has worked for Conico Ltd for the past 5 years. He is a Chartered Accountant and Chartered Secretary, has completed a Bachelor of Commerce (Curtin University) with majors in accounting and business law and completed a Diploma of Corporate Governance. Prior to joining Conico he worked in public practice in audit and corporate finance roles. Principal Activities The principal activity of the Group during the financial year ended 30th June 2013 was mineral exploration for cobalt, nickel and manganese. There were no significant changes in the nature of the activities of the Group during the year. Operating Results The loss of the Group after providing for income tax amounted to $688,464 (2012: $527,668). Dividends Paid or Recommended No dividends were paid or declared for payment during the year. Review of Mineral Exploration Operations A review of the operations of the Group during the year ended 30 June 2013 is set out in the Review of Operations on Page 5. Financial position The net assets of the Group have decreased by $507,481 from 30 June 2012 to $14,155,412 in 2013. This decrease has largely resulted from the loss posted during the year. Significant Changes in State of Affairs In the opinion of the directors, other than disclosed elsewhere in this report, there were no significant changes in the state of affairs of the Group that occurred during the year. After Balance Date Events No matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years. Future Developments, Prospects and Business Strategies The Group proposes to continue with its exploration program as detailed in the Review of Operations. Environmental Issues The Group is the subject of environmental regulation with respect to mining exploration and will comply fully with all requirements with respect to rehabilitation of exploration sites. ASX Code: CNJ (formerly FIS) Page 14 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 Information on Directors Gregory H Solomon Non-Executive Chairman Qualifications Experience Interest in Shares and Options Directorships held in other listed entities Douglas H Solomon Qualifications Experience Interest in Shares and Options Directorships held in other listed entities Guy T Le Page Qualifications Experience LLB Appointed chairman March 2006. Board member since March 2006. A solicitor with more than 30 years of Australian and international experience in a wide range of areas including mining law, commercial negotiation (including numerous mining and exploration joint ventures) and corporate law. He is a partner in the Western Australian legal firm, Solomon Brothers and has previously held directorships of various public companies since 1984 including two mining/exploration companies. 500,000 Ordinary Shares Eden Energy Ltd Tasman Resources Ltd Non-Executive BJuris LLB (Hons) Board member since 30 March 2006. A Barrister and Solicitor with more than 20 years’ experience in the areas of mining, corporate, commercial and property law. He is a partner in the legal firm, Solomon Brothers. 350,000 Ordinary Shares Eden Energy Ltd Tasman Resources Ltd Non-Executive B.A., B.Sc. (Hons).,M.B.A., F.FIN., MAusIMM Board member since 30 March 2006. Currently a corporate adviser specialising in resources. He is actively involved in a range of corporate initiatives from mergers and acquisitions, initial public offerings to valuations, consulting and corporate advisory roles. He previously spent 10 years as an exploration and mining geologist in Australia, Canada and the United States. His experience spans gold and base metal exploration and mining geology and he has acted as a consultant to private and public companies. Interest in Shares and Options 14,654,524 Ordinary Shares Directorships held in other listed entities Eden Energy Ltd Tasman Resources Ltd Soil Sub Technologies Ltd Palace Resources Ltd Red Sky Energy Ltd James B Richardson Qualifications Experience Interest in Shares and Options Directorships held in other listed entities Non-Executive Dip, Fin Plan Board member since 11 November 2008. Currently a corporate advisor where he has been actively involved in a range of corporate activities, including the development, documentation, negotiation and marketing of a number of successful financial instruments for various companies encompassing various sectors of the investment market. He has also been employed as a specialist business development executive in some of the more successful national financial services organisations. Additionally, he has extensive experience in evaluating investment opportunities, structuring projects and negotiating financial transactions to meet the expectations of the investment market. 16,158,888 Ordinary Shares None ASX Code: CNJ (formerly FIS) Page 15 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 Remuneration Report (Audited) This report details the nature and amount of remuneration for each director of Conico Ltd, and for the executives receiving the highest remuneration. Remuneration Policy The remuneration policy of Conico Ltd has been designed to align director and executive objectives with shareholder and business objectives by providing a fixed remuneration component and offering specific long-term incentives based on key performance areas affecting the company’s financial results. The board believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best executives and directors to run and manage the company, as well as create goal congruence between directors, executives and shareholders. The board’s policy for determining the nature and amount of remuneration for board members and senior executives of the company is as follows: All executives receive a base salary (which is based on factors such as length of service and experience), superannuation, fringe benefits and options. Executives are also entitled to participate in the employee share and option arrangements. All directors and executives receive a superannuation guarantee contribution where required by the government, which is currently 9.25%, and do not receive any other retirement benefits. All remuneration paid to directors and executives is valued at the cost to the company and expensed. Options are valued using the Black-Scholes methodology and other market based pricing. The board policy is to remunerate non-executive directors at market rates for time, commitment and responsibilities. The Group does not have a policy on directors hedging their shares. 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 are able to participate in the employee option plan. Details of Remuneration for Year Ended 30 June 2013 The remuneration for each director and each of the executive officers of the Group during the year was as follows: Key Management Personnel Remuneration – Key Management Person Short-term Benefits Post- employment benefits Other long-term benefits Termination Benefits Share-based payments Total Perfor- mance Related Salary and Fees Cash Non- profit share cash benefit Super- annuation Other Other Equity Options $ $ $ $ $ $ $ $ $ % 2013 Gregory H Solomon 75,000 Douglas H Solomon 24,000 Guy T Le Page 24,000 James B Richardson 24,000 Aaron P Gates (i) 147,000 2012 Gregory H Solomon 93,750 Douglas H Solomon 24,000 Guy T Le Page 24,000 James B Richardson 24,000 Aaron P Gates (i) 165,750 - - - - - - - - - - - - - - - - - - - - - - - - 6,750 2,160 2,160 2,160 - 13,230 8,437 2,160 2,160 2,160 - 14,917 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 81,750 26,160 26,160 26,160 - - 160,230 - 102,187 - - - 26,160 26,160 26,160 6,310 6,310 6,310 186,977 - - - - - - - - - - - - (i) - These management personnel are remunerated by Princebrook Pty Ltd under the Princebrook Management Services Contract. ASX Code: CNJ (formerly FIS) Page 16 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 Options issued as part of remuneration for the year ended 30 June 2013 No options were issued to directors and employees as part of their remuneration during the year and no shares were issued upon the exercise of options granted as remuneration. Directors Meetings During the financial year, 4 meetings of directors were held. Attendances by each director were as follows: Directors’ Meetings Number eligible to attend Number attended Gregory H Solomon Douglas H Solomon Guy T Le Page James B Richardson 4 4 4 4 Indemnifying Officers or Auditor 4 3 4 4 The company has arranged for an insurance policy to insure the directors against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of director of the company, other than conduct involving a wilful breach of duty in relation to the company. The total premium payable is approximately $8,500. Proceedings on Behalf of Group No person has applied for leave of Court to bring proceedings on behalf of the Group or intervene in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or any part of those proceedings. The Group was not a party to any such proceedings during the year. Options At the date of this report, the unissued ordinary shares of Conico Ltd under option are as follows: Grant Date 12 July 2013 12 July 2013 Date of Expiry Exercise Price Number under Option 31 December 2014 31 December 2016 $0.03 $0.08 1,000,000 5,501,000 6,501,000 During the year ended 30 June 2013, no ordinary shares of Conico Ltd were issued on the exercise of options granted under the Conico Ltd Employee Share Option Plan. No shares have been issued since that date. No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of any other body corporate. Non-audit Services The board of directors is satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the services disclosed below did not compromise the external auditor’s independence for the following reasons: all non-audit services are reviewed and approved prior to commencement to ensure they do not adversely affect the • integrity and objectivity of the auditor; and • the nature of the services provided do not compromise the general principles relating to auditor independence in accordance with APES 110: Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board. No fees for non-audit services were paid/payable to the external auditors during the year ended 30 June 2013. ASX Code: CNJ (formerly FIS) Page 17 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 Auditor’s Independence Declaration The auditor’s independence declaration for the year ended 30 June 2013 has been received and can be found on page 19. Signed in accordance with a resolution of the Board of Directors. Gregory H Solomon Chairman Dated this 30th day of August 2013 ASX Code: CNJ (formerly FIS) Page 18 of 41 Lead auditor’s independence declaration under section 307C of the Corporations Act 2001 To the directors of Conico Ltd (formerly known as Fission Energy Ltd) I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 30 June 2013 there have been: (i) no contraventions of the auditor’s independence requirements as set out in the Corporations Act 2001 in relation to the audit; and (ii) no contraventions of any applicable code of professional conduct in relation to the audit. Nexia Perth Audit Services Pty Ltd PTC Klopper Director Perth, 30 August 2013   Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR YEAR ENDED 30 JUNE 2013 Other Income Accounting and audit Administrative expenses Depreciation and amortisation Due diligence expense Key management remuneration Legal and other consultants Management fees Profit on sale of plant and equipment Profit on sale of exploration assets Loss on available-for-sale assets Other expenses Loss before income tax Income tax benefit Loss for the year Other Comprehensive Income Items that may be reclassified to profit or loss: Revaluations of financial assets Income tax relating to comprehensive income Income attributable to members of the parent entity Note 2 5(d) 3 3 4 Consolidated 2013 $ 2012 $ 8,731 (25,137) (43,267) (4,028) (239,375) (160,230) (35,492) 27,877 (44,099) (49,171) (10,738) - (186,977) - (194,670) (194,670) - 10,442 6,156 80,626 - (198,099) (16,542) (40,705) (699,568) (609,800) 11,104 82,132 (688,464) (527,668) - - - 93,849 - 93,849 Total Comprehensive Loss attributable to members of the parent entity, net of tax (688,464) (433,819) Basic/Diluted loss per share (cents per share) 7 (0.53) (0.42) The accompanying notes form part of these financial statements. ASX Code: CNJ (formerly FIS) Page 20 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2013 ASSETS CURRENT ASSETS Cash and cash equivalents Trade and other receivables TOTAL CURRENT ASSETS NON-CURRENT ASSETS Property, plant and equipment Exploration and evaluation TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Interest bearing liabilities TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Provisions TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY The accompanying notes form part of these financial statements. Note Consolidated 2013 $ 2012 $ 8 9 10 11 14 15 16 17 18 94,984 11,420 347,491 8,370 106,404 355,861 19,407 23,435 14,658,139 14,624,141 14,677,546 14,647,576 14,783,950 15,003,437 278,538 100,000 378,538 250,000 250,000 628,538 90,544 - 90,544 250,000 250,000 340,544 14,155,412 14,662,893 16,799,457 16,618,474 477,450 477,450 (3,121,495) (2,433,031) 14,155,412 14,662,893 ASX Code: CNJ (formerly FIS) Page 21 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR YEAR ENDED 30 JUNE 2013 Consolidated Group Ordinary Share Capital Financial Asset Reserve Option Reserve Retained Earnings Total $ $ $ $ $ Balance at 30 June 2011 16,618,474 (93,849) 477,450 (1,905,363) 15,096,712 Shares issued during the year Net loss for the year Other comprehensive Income Balance at 30 June 2012 Shares issued during the year Net loss for the year Other comprehensive Income - - - - - 93,849 - - - - - (527,668) (527,668) - 93,849 16,618,474 180,983 - - - - - - - 477,450 (2,433,031) 14,662,893 - - - - 180,983 (688,464) (688,464) - - 477,450 (3,121,495) 14,155,412 Balance at 30 June 2013 16,799,457 The accompanying notes form part of these financial statements. ASX Code: CNJ (formerly FIS) Page 22 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 CONSOLIDATED STATEMENT OF CASHFLOWS FOR THE YEAR ENDED 30 JUNE 2013 CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Payments to suppliers and employees Interest received Note Consolidated 2013 $ 2012 $ 13,133 120,767 (527,205) (504,533) 4,138 15,456 Net cash provided by (used in) operating activities 23 (509,934) (368,309) CASH FLOWS FROM INVESTING ACTIVITIES Exploration and evaluation expenditure Refund of rehabilitation bond Proceeds from sale of Property, Plant and Equipment Proceeds from sale of tenements Net cash provided by (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from borrowings Proceeds from issue of shares Net cash provided by (used in) financing activities Net increase / (decrease) in cash held Cash at beginning of financial year Cash at end of financial year 8 The accompanying notes form part of these financial statements. (43,556) (64,236) - - 20,000 (23,556) 100,000 180,983 280,983 10,000 40,000 100,000 85,764 - - - (252,507) (282,545) 347,491 94,984 630,036 347,491 ASX Code: CNJ (formerly FIS) Page 23 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, including Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. The financial report of Conico Limited and controlled entities complies with all International Financial Reporting Standards (IFRS) in their entirety. The financial report covers the consolidated group of Conico Ltd (formerly Fission Energy Ltd) and controlled entities as at and for the year ended 30 June 2013. Conico Ltd is a listed public company, incorporated and domiciled in Australia. The Group is a for-profit entity and primarily is involved in mineral exploration for cobalt, nickel and manganese. The following is a summary of the material accounting policies adopted by the group in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated. Basis of Preparation The accounting policies set out below have been consistently applied to all years presented. Reporting Basis and Conventions The financial report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied. These consolidated financial statements are presented in Australian dollars, which is the Group’s functional currency. Going Concern These financial statements have been prepared on a going concern basis, which contemplates continuity of normal business activities the realisation of assets and extinguishment of liabilities in the ordinary course of business. The Group has reported a net loss for the year of $688,464 (2012: $527,668) and a cash outflow from operating activities of $509,934 (2012: $368,309). The directors are confident that the Group, subject to being able to raise further capital, will be able to continue its operations as a going concern. Without such capital, the net loss for the year and the cash outflow from operating activities indicate the existence of a material uncertainty which may cast significant doubt about the Group’s ability to continue as a going concern. The directors also carefully manage discretionary expenditure in line with the Group’s cash flow. The continuing applicability of the going concern basis of accounting is dependent upon the Group’s ability to source additional finance. Unless additional finance is received the Group may need to realise assets and settle liabilities other than in the normal course of business and at amounts, which could differ from the amounts at which they are stated in these financial statements. Accounting Policies a. Principles of Consolidation A controlled entity is any entity Conico Ltd has the power to control the financial and operating policies of so as to obtain benefits from its activities. A list of controlled entities is contained in Note 13 to the financial statements. All controlled entities have a June financial year-end. All inter-company balances and transactions between entities in the consolidated group, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of controlled entities have been changed where necessary to ensure consistencies with those policies applied by the parent entity. b. Interests in a Joint Operation The consolidated financial statements include the assets that the Group controls and the liabilities that it incurs in the course of pursuing the joint operation and the expenses that the Group incurs and its share of the income that it earns from the joint operation. Details of the consolidated group’s interests are shown at Note 12. c. Income Tax The charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the balance sheet date. Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss. ASX Code: CNJ (formerly FIS) Page 24 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED c. Income Tax Continued Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity. Deferred tax assets are recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future tax profits will be available against which they can be utilised. The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the group will derive sufficient future assessable income to enable the benefit to be realised. The R&D tax offset is recognised upon receipt. d. Employee benefits Short-term benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. Obligations for contributions for defined contribution plans are recognised as an employee benefits expense in the profit and loss in the periods which related services are rendered by employees. e. Property, Plant and Equipment Plant and equipment are measured on the cost basis. The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts. The depreciation rates used for each class of depreciable assets are: Plant and equipment 15.00–50.00% Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are recognised in profit or loss. f. Exploration and Evaluation Expenditure Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward where right of tenure is current and to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the costs of that stage. Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. g. Impairment of Non-financial Assets At each reporting date, the Group reviews the carrying values of its non-financial / tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the income statement. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. h. Cash and cash equivalents Cash comprises current deposits with banks. ASX Code: CNJ (formerly FIS) Page 25 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED i. Equity-settled compensation The company operates a number of share-based compensation plans. These include both a share option arrangement and an employee share scheme. The bonus element over the exercise price of the employee services rendered in exchange for the grant of shares and options is recognised as an expense in the income statement. The total amount to be expensed over the vesting period is determined by reference to the fair value of the shares of the options granted, with a corresponding increase in equity. j. Financial Instruments Recognition Financial instruments are initially measured at cost on trade date, which includes transaction costs, when the related contractual rights or obligations exist. Subsequent to initial recognition these instruments are measured as set out below. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are stated at amortised cost using the effective interest rate method. Compound financial instruments Compound financial instruments issued by the Company comprise convertible notes that can be converted to share capital at the option of the holder, and the number of shares to be issued varies with changes in their fair value. The liability component of a compound financial instrument is recognised initially at the fair value of a similar liability that does not have an equity conversion option. The derivative component is recognised initially at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and derivative components in proportion to their initial carrying amounts. Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method. The derivative component of a compound financial instrument is remeasured at each reporting date and changes in fair value are taken to profit or loss. Interest, dividends, losses and gains relating to the financial liability are recognised in profit or loss. On conversion, the financial liability is reclassified to equity, no gain or loss is recognised on conversion. Impairment At each reporting date, the Group assesses at a specific asset level whether there is objective evidence that a financial instrument has been impaired. Impairment losses are recognised in the income statement. k. Provisions Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. l. Revenue Revenue from the sale of goods is recognised upon delivery of goods to customers. Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets. m. Comparative Figures When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. n. o. New accounting standards and interpretations Presentation of transactions recognised in other comprehensive income From 1 July 2012, the Group applied amendments to AASB 101 Presentation of Financial Statements outlined in AASB 2011-9. The change in accounting policy only relates to disclosures and has had no impact on consolidated loss per share or net loss. The changes have been applied retrospectively and require the Group to separately present those items of other comprehensive income that may be classified to profit or loss. These changes are included in the statement of profit or loss and other comprehensive income. Segment reporting Segment results that are reported to the Group’s board of directors (the chief operating decision maker) include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. ASX Code: CNJ (formerly FIS) Page 26 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED p. Ordinary shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity. q. New accounting standards and interpretations not yet adopted These standards are effective for annual periods beginning on or after 1 January 2013 with early adoption permitted and have not been applied in preparing these consolidated financial statements. The adoption of these standards is expected to have no impact on the Group’s financial assets and financial liabilities. AASB 9 Financial Instruments, AASB 10 Consolidated Financial Statements, AASB 11 Joint Arrangements, AASB 12 Disclosure of Interests in Other Entities (2011) AASB 13 Fair Value Measurement (2011), AASB 119 Employee Benefits. r. Key estimates – Exploration and Evaluation The Group’s policy for exploration and evaluation is discussed in Note 1(e). The application of this policy requires management to make certain assumptions as to future events and circumstances. Any such estimates and assumptions may change as new information becomes available. At the date of this report the Group has sufficient reason to believe: • • • • exploration in specific areas is ongoing and the entity has not decided to discontinue such activities; and no specific sufficient data exists that indicates that the carrying amount of the exploration and evaluation asset is unlikely to be recovered. substantive expenditure on further exploration and evaluation in specific areas has been budgeted; rights to explore in specific areas, once expired, will be renewed; The consolidated financial statements were authorised for issue on 30 August 2013 by the board of directors. NOTE 2: OTHER INCOME — interest received — sale of goods / services Total Revenue NOTE 3: LOSS FOR THE YEAR — Profit on sale of exploration assets — Loss on available-for-sale assets — Due diligence expense Note 2013 $ 2012 $ 4,138 4,593 8,731 15,456 12,421 27,877 3a 3b 3c 10,442 80,626 - (198,099) (239,375) - a. b. c. Relates to the sale of Conico’s interest in a number of South Australian and Western Australian tenements. Relates to the lapse of 5,000,000 options in Eden Energy Ltd. Relates to due diligence expense on the acquisition of a Cambodian gold project which did not proceed. NOTE 4: INCOME TAX BENEFIT a. The prima facie tax on loss from ordinary activities before income tax is reconciled to the income tax as follows: Prima facie tax payable on loss from ordinary activities before income tax at 30% (2012: 30%) (206,539) (158,300) Add tax effect of: — — — Non-deductible expenses Current year temporary differences not recognised Current year tax losses not recognised Less tax effect of: — Prior year research and development benefit Income tax expense / (benefit) 71,812 1,893 (40,945) (9,859) 175,672 166,266 (11,104) (82,132) (11,104) (82,132) ASX Code: CNJ (formerly FIS) Page 27 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 NOTE 4: INCOME TAX EXPENSE CONTINUED b. Components of deferred tax Unrecognised deferred tax asset - losses Unrecognised deferred tax asset – provisions and accruals Unrecognised deferred tax liabilities – exploration and evaluation Unrecognised deferred tax liabilities – capital raising costs Net Unrecognised deferred tax assets Note 2013 $ 2012 $ 1,696,289 1,577,740 141,458 90,313 (989,584) (979,395) (227,475) (133,111) 620,688 555,547 Deferred tax assets have not been brought to account as it is not probable within the immediate future that tax profits will be available against which deductible temporary differences and tax losses can be utilised. The benefit of the tax losses will only be obtained if the Group comply with conditions imposed by the tax legislation in Australia. NOTE 5: KEY MANAGEMENT PERSONNEL COMPENSATION a. Names and positions held of key management personnel in office at any time during the financial year: Key Management Person Position Gregory H Solomon Executive Chairman Douglas H Solomon Non-Executive Director Guy T Le Page Non-Executive Director James B Richardson Non-Executive Director Aaron P Gates Company Secretary/CFO Key management personnel remuneration is included in the Remuneration Report of the Directors’ Report. b. Options and Rights Holdings Number of Options Held by Key Management Personnel Balance 1.7.2012 Granted as Compen- sation Options Exercised Net Change Other* Balance 30.6.2013 Total Vested 30.6.2013 Total Exer- cisable 30.6.2013 Total Unexer- cisable 30.6.2013 Gregory H Solomon 1,000,000 Douglas H Solomon 1,000,000 Guy T Le Page James B Richardson - - Aaron P Gates 500,000 - - - - - - (1,000,000) - (1,000,000) - - - - - (500,000) - - - - - Total - * Net Change Other refers to options purchased, sold or lapsed during the financial year. - (2,500,000) 2,500,000 - - - - - - - - - - - - - - - - - - - c. Shareholdings Number of Shares held by Key Management Personnel Gregory H Solomon Douglas H Solomon Guy T Le Page James B Richardson Aaron P Gates Total Balance 30.6.2012 Received as Compen- sation Options Exercised Net Change Other* Balance 30.6.2013 500,000 350,000 14,654,524 16,158,888 - 31,663,412 - - - -- - - - - - - - - - - - - - - 500,000 350,000 14,654,524 16,158,888 - 31,663,412 *Net Change Other refers to options purchased, sold or lapsed during the financial year. ASX Code: CNJ (formerly FIS) Page 28 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 Note 2013 $ 2012 $ NOTE 5: KEY MANAGEMENT PERSONNEL COMPENSATION CONTINUED d. Remuneration Refer to disclosures contained in the Remuneration Report section of the Directors’ Report. The totals of remuneration paid to key management personnel of the Group during the year are as follows: Short-term employee benefits Post-employment benefits Other long-term benefits Termination benefits Share based payments Total NOTE 6: AUDITOR’S REMUNERATION Remuneration of the auditor for: 147,000 165,750 13,230 14,917 - - - - - 6,310 160,230 186,977 — auditing or reviewing the financial report 18,000 23,674 NOTE 7: LOSS PER SHARE a. Reconciliation of loss to profit or loss Profit/(loss) Loss used to calculate basic EPS b. Weighted average number of ordinary shares outstanding during the year used in calculating basic EPS The share options on issue are not potentially dilutive shares. NOTE 8: CASH AND CASH EQUIVALENTS Cash at bank Reconciliation of cash Cash at the end of the financial year as shown in the consolidated statement of cash flows is reconciled to items in the balance sheet as follows: Cash and cash equivalents NOTE 9: TRADE AND OTHER RECEIVABLES Other receivables (688,464) (527,668) (688,464) (527,668) 129,628,009 126,930,258 94,984 347,491 94,984 347,491 94,984 347,491 94,984 347,491 11,420 11,420 8,370 8,370 ASX Code: CNJ (formerly FIS) Page 29 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 Note NOTE 10: PROPERTY, PLANT AND EQUIPMENT Equipment: At cost Accumulated depreciation Total Plant and Equipment a. Movements in Carrying Amounts 2013 $ 2012 $ 60,757 60,757 (41,350) (37,322) 19,407 23,435 Movement in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year. Balance at 1 July 2012 Depreciation expense Balance at 30 June 2013 b. Impairment losses Equipment Total $ $ 23,435 (4,028) 23,435 (4,028) 19,407 19,407 The total impairment loss recognised in the consolidated statement of profit or loss and other comprehensive income during the current year amounted to $Nil (2012: Nil). NOTE 11: EXPLORATION AND EVALUATION Balance at the beginning of the financial year Expenditure incurred during the year Impairment losses Exploration interest disposed of during the year Balance at the end on the financial year 2013 $ 2012 $ 14,624,141 14,589,952 43,556 53,563 - - (9,558) (19,374) 14,658,139 14,624,141 Recoverability of the carrying amount of exploration assets is dependent on the successful exploration and sale of the minerals. Capitalised costs amounting to $43,556 (2012: $64,236) have been included in cash flows from investing activities in the statement of cash flows for the consolidated entity. NOTE 12: JOINT OPERATION A controlled entity, Meteore Metals Pty Ltd, has a 50% interest in the Mt Thirsty Joint Venture, whose principal activity is the exploration and the development of the Mt Thirsty nickel, cobalt and manganese project. The consolidated financial statements include the assets that the Group controls and the liabilities that it incurs in the course of pursuing the joint operation and the expenses that the Group incurs and its share of the income that it earns from the joint operation. Share of joint operation results and financial position Current Assets Non-Current Assets Total Assets Current Liabilities Total Liabilities Revenues Expenses Profit / (Loss) before income tax Income tax expense Profit / (Loss) after income tax 4,924 14,068 2,206,984 2,163,881 2,211,908 2,177,949 16,742 16,742 1,405 9,932 9,932 1,115 (4,756) (12,137) (3,351) (11,022) - - (3,351) (11,022) ASX Code: CNJ (formerly FIS) Page 30 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 NOTE 13: CONTROLLED ENTITIES Controlled Entities Consolidated Meteore Metals Pty Ltd * Percentage of voting power is in proportion to ownership Country of Incorporation Australia Percentage Owned (%)* 2013 100 2012 100 NOTE 14: TRADE AND OTHER PAYABLES Trade payables Sundry payables and accrued expenses Note 2013 $ 2012 $ 57,104 221,434 278,538 4,185 86,359 90,544 NOTE 15: INTEREST BEARING LIABILITIES Interest bearing liabilities relates to 100,000 convertible notes in the Company pursuant to a convertible note deed made 30 April 2013 between the Company and Tasman Resources Ltd, each having a face value of $1.00 and convertible into Shares. The Convertible Notes bear interest at the rate of nine per cent (9%) per annum on the Subscription Sum outstanding from time to time, which interest is payable in cash monthly in arrears. The conversion price is the price that is 85% of the volume weighted average market price of the Company’s Shares on ASX calculated over the last 5 days on which sales were recorded on ASX before the date of the Conversion Notice. NOTE 16: PROVISIONS NON-CURRENT Other 2013 $ 2012 $ 250,000 250,000 250,000 250,000 A provision of $250,000 has been recognised in relation to the Group’s 50% share of the liability to pay the original owners of the Mt Thirsty project $500,000 upon the commencement of mining on the tenements. The directors believe this will not become due for at least a couple of years. This amount has not been recorded at present value as a timeframe for discounting is not determinable. NOTE 17: ISSUED CAPITAL 132,431,258 (2012: 126,930,258) ordinary shares 16,799,457 16,618,474 2013 $ 2012 $ 2012 2013 No. No. 2013 $ 2012 $ a. Ordinary shares At the beginning of reporting period 126,930,258 126,930,258 16,618,474 16,618,474 Shares issued during the year 5,501,000 - 180,983 - At reporting date 132,431,258 126,930,258 16,799,457 16,618,474 On 3 January 2013 the company issued 5,501,000 ordinary shares at $0.035 each to raise working capital. Ordinary shares participate in dividends and the proceeds of winding up in proportion to the number of shares held. At the shareholders’ meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands. The Company has no authorised share capital or par value. All issued shares are fully paid. ASX Code: CNJ (formerly FIS) Page 31 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 NOTE 17: ISSUED CAPITAL CONTINUED b. Options At the beginning of reporting period Options lapsed prior year Options lapsed during the year: — 16 April 2012 At reporting date c. Capital Management 2013 2012 4,388,888 4,900,396 - (511.508) (4,388,888) - - 4,388,888 Management controls the working capital of the Company in order to maximise the return to shareholders and ensure that the Company can fund its operations and continue as a going concern. Management effectively manages the Company’s capital by assessing the Company’s financial risks and adjusting its capital structure in responses to changes in these risks and in the market. These responses include the management of expenditure and debt levels, distributions to shareholders and share and option issues. There have been no changes in the strategy adopted by management to control the capital of the Company since the prior year. NOTE 18: RESERVES a. Option Reserve The option reserve records items recognised as expenses on valuation of share options. b. Financial Asset Reserve The financial asset reserve records revaluations of non-current assets. Under certain circumstances dividends can be declared from this reserve. NOTE 19: PARENT COMPANY INFORMATION a. Parent Entity Assets Current assets Non-current assets Total Assets Liabilities Current liabilities Non-current liabilities Total liabilities Equity Issued capital Accumulated losses Reserves Option reserve Total reserves Financial performance Profit / (Loss) for the year Other comprehensive income Total comprehensive loss Contingent Liabilities and Commitments 2013 $ 2012 $ 96,939 336,918 14,008,162 14,009,795 14,105,101 14,346,713 360,476 82,620 - - 360,476 82,620 16,799,457 16,618,474 (3,532,282) (2,831,831) 477,450 477,450 477,450 477,450 (700,451) (596,531) - 93,849 (700,451) (502,682) The Directors are not aware of any contingent liabilities or capital commitments as at 30 June 2013. Guarantees in respect of the debts of its subsidiaries There are no parent entity guarantees in respect of the debts of its subsidiary at year end. ASX Code: CNJ (formerly FIS) Page 32 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 NOTE 20: CAPITAL AND LEASING COMMITMENTS a. Capital Expenditure Commitments Payable: — — not later than 12 months greater than12 months Note 2013 $ 2012 $ - - - - - - b. Exploration Expenditure Commitments In order to maintain current rights of tenure to exploration tenements, the company is required to perform minimum exploration work to meet the requirements specified by various State governments. Due to the nature of the company’s operations in exploring and evaluating areas of interest, it is very difficult to forecast the nature and amount of future expenditure. It is anticipated that expenditure commitments for the twelve months will be tenement rentals of $2,500 (2012: $3,000) and exploration expenditure of $33,000 (2012:$67,000). JV parties may effectively meet a significant portion of the commitment costs. These obligations can also be reduced by selective relinquishment of exploration tenure or application for expenditure exemptions. NOTE 21: SHARE-BASED PAYMENTS No share-based payment arrangements existed at 30 June 2013: 2013 2012 Number of Options Weighted Average Exercise Price $ Number of Options Weighted Average Exercise Price $ Outstanding at the beginning of the year 4,388,888 0.14 4,900,396 0.15 Granted Exercised Lapsed Outstanding at year-end Exercisable at year-end - - - - (4,388,888) 0.14 - - - - - - (511,508) 4,388,888 4,388,888 - - 0.20 0.14 0.14 There were no options exercised during the year ended 2013. The weighted average fair value of the options granted during the year was Nil (2012: Nil). Included under employee benefits expense in the income statement is Nil (2012: $6,310), and relates, in full, to equity settled share-based payment transactions. NOTE 22: RELATED PARTY TRANSACTIONS 2013 $ 2012 $ Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated. Transactions with related parties: a. Key Management Personnel Management fees and administration fees paid to Princebrook Pty Ltd, a company in which Mr GH Solomon and Mr DH Solomon have an interest. 194,670 194,670 Legal and professional fees payable to Solomon Brothers, a firm of which Mr GH Solomon and Mr DH Solomon are partners. Consulting fees payable to RM Capital Pty Ltd, a company in which Mr G T Le Page and Mr J B Richardson have an interest. Capital raising fees paid to R M Capital Pty Ltd, a company in which Mr G T Le Page and Mr J B Richardson have an interest. 35,576 - - 30,000 11,552 - ASX Code: CNJ (formerly FIS) Page 33 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 NOTE 22: RELATED PARTY TRANSACTIONS CONTINUED 2013 $ 2012 $ b. Associated Companies Reimbursement to Tasman Resources Ltd (which has a 19% fully diluted interest in the Company) for employee costs on a hourly basis, in relation to Tasman staff utilised by the Company Hire charges received from Tasman Resources Ltd (which has a 19% fully diluted interest in the Company) for hire of a vehicle owned by the Company) Sale of a vehicle to Tasman Resources Ltd (which has a 19% fully diluted interest in the Company) Sale of the uranium rights to various tenements in South Australia to Tasman Resources Ltd (which has a 19% fully diluted interest in the Company) 21,372 8,649 - - - 7,260 40,000 100,000 Issue of convertible note to Tasman Resources Ltd (which has a 19% fully diluted interest in the Company) raising $100,000. 100,000 - NOTE 23: CASH FLOW INFORMATION a. Reconciliation of Cash Flow from Operations with Profit after Income Tax Loss after income tax Non-cash flows in profit Depreciation Impairment expense Realised loss on available-for-sale assets Options expense Net proceeds on sale of tangible assets Net proceeds on sale of exploration assets Changes in assets and liabilities, net of the effects of purchase and disposal of subsidiaries (Increase)/decrease in trade and term receivables Increase/(decrease) in trade payables and accruals Cash flow used in operations (688,464) (527,668) 4,028 10,738 - - - - - 198,099 6,310 (6,156) (10,442) (80,626) (3,050) 187,994 39,320 (8,326) (509,934) (368,309) NOTE 24: SEGMENT REPORTING The Group operates predominately in one geographical segment and one business segment, being mineral exploration and development in Western Australia. Operating segments are identified based on internal reports reviewed by the chief operating decision maker/s. NOTE 25: CONTINGENT LIABILITIES AND CONTINGENT ASSETS The Directors are not aware of any contingent assets or contingent liabilities as at 30 June 2013. NOTE 26: EVENTS AFTER THE BALANCE SHEET DATE • On 10 July 2013 Fission Energy Ltd changed its name to Conico Limited. • • 1,000,000 options were issued on 12 July 2013, exercisable at $0.03 expiring 31 December 2014. 5,501,000 options were issued on 12 July 2013, exercisable at $0.03 expiring 31 December 2016. These options are not share based payments and have no value attached to them. They were approved at the General Meeting on 28 June 2013. No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years. ASX Code: CNJ (formerly FIS) Page 34 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013 NOTE 27: FINANCIAL INSTRUMENTS a. Financial Risk Exposures and Management The main risks the company is exposed to through its financial instruments are interest rate risk, liquidity risk and credit risk. i. Interest Rate Risk Interest rate risk is managed by investing cash with major institutions in both cash on deposit and term deposit accounts. At 30 June 2013, the effect on the loss and equity as a result of a 2% increase in the interest rate, with all other variables remaining constant would be a decrease in loss by $1,900 (2012: $6,940) and an increase in equity by $1,900 (2012: $6,940). The effect on the loss and equity as a result of a 2% decrease in the interest rate, with all other variables remaining constant would be a increase in loss by $1,900 (2012: $6,940) and an decrease in equity by $1,900 (2012: $6,940). ii. Liquidity Risk The Company manages liquidity risk by monitoring forecast cash flows and ensuring that adequate funding is maintained. The Company’s operations require it to raise capital on an on-going basis to fund its planned exploration program and to commercialise its tenement assets. If the company does not raise capital in the short term, it can continue as a going concern by reducing planned but not committed exploration expenditure until funding is available and/or entering into joint venture arrangements where exploration is funded by the joint venture partner. At year end the group did not have any creditors that were over 60 days past due. All financial liabilities and assets are expected to be realised and settled within 6 months. iii. Credit risk Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in a financial loss to the company. The company has adopted a 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 maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the balance sheet and notes to the financial statements. The Company does not have any material credit risk exposure to any single receivable or group of receivables under financial instruments entered into by the company. b. Financial Instruments i. Net Fair Values The aggregate net fair values of the Financial assets and financial liabilities, at the balance date, are approximated by their carrying value. ii. Interest Rate Risk The company’s exposure to interest rate risk and effective weighted average interest rates on classes of financial assets and financial liabilities, is as follows: Weighted Average Effective Interest Rate 2013 2012 Floating Interest Rate Non Interest Bearing Total 2013 $ 2012 $ 2013 $ 2012 $ 2013 $ 2012 $ Financial Assets: Cash and cash equivalents 2.6% 3.5% 94,984 347,491 - - 94,984 347,491 Trade and other receivables - - - - 11,420 8,370 11,420 8,370 Total Financial Assets 2.6% 3.5% 94,984 347,491 11,420 8,370 106,404 355,861 Financial Liabilities: Trade and sundry payables Total Financial Liabilities - - - - - - - - 278,538 90,544 278,538 90,544 278,538 90,544 278,538 90,544 ASX Code: CNJ (formerly FIS) Page 35 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 NOTE 28: COMPANY DETAILS The registered office of the company is: The principal place of business is: Conico Limited Level 15, Conico Limited Level 15, 197 St Georges Terrace Perth Western Australia 6000 197 St Georges Terrace Perth Western Australia 6000 ASX Code: CNJ (formerly FIS) Page 36 of 41 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 DIRECTORS’ DECLARATION In the opinion of the directors of Conico Ltd (the “Company”): a. the financial statements and notes set out on pages 20 to 36, and the Remuneration disclosures that are contained in page 16 of the Remuneration Report in the Directors’ Report, are in accordance with the Corporations Act 2001, including: (i) (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 complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and (iii) complying with International Financial Reporting Standards as disclosed in Note 1. b. c. the remuneration disclosures that are contained in page 16 of the Remuneration Report in the Directors’ Report comply with Australian Accounting Standard AASB 124 Related Party Disclosures and there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the Executive Chairman and Chief Financial Officer for the financial year ended 30 June 2013. This declaration is made in accordance with a resolution of the Board of Directors. Gregory H Solomon Chairman Dated this 30th day of August 2013 ASX Code: CNJ (formerly FIS) Page 37 of 41 Independent auditor’s report to the members of Conico Ltd (formerly known as Fission Energy Ltd) Report on the financial report We have audited the accompanying financial report of Conico Ltd, which comprises the consolidated statement of financial position as at 30 June 2013, and 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 ended on that date, a summary of significant accounting policies, other explanatory notes 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 and fair presentation of the financial report in accordance with the Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In Note 1, the directors also state that the financial report, comprising the financial statements and notes, complies with International Financial Reporting Standards as issued by the International Accounting Standards Board. 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 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, we consider internal controls relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. Opinion In our opinion: (a) the financial report of Conico Ltd is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2013 and of its performance for the year ended on that date; and (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001. (b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1. Emphasis of Matter Without modifying our opinion, we draw attention to Note 1 to the Financial Report, which indicates that the Group will require further funding in the next twelve months from the date of this report to fund its planned exploration and evaluation projects. These conditions, along with other matters as set forth in Note 1, indicate the existence of a material uncertainty that may cast significant doubt about the Group’s ability to continue as a going concern and therefore the Group may be unable to realise its assets and discharge its liabilities in the normal course of business. Report on the remuneration report We have audited the remuneration report included of the directors’ report for the year ended 30 June 2013. The directors of the company are responsible for the preparation and presentation of the remuneration report in accordance with Section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards. Opinion In our opinion, the remuneration report of Conico Ltd for the year ended 30 June 2013, complies with Section 300A of the Corporations Act 2001. Nexia Perth Audit Services Pty Ltd PTC Klopper Director Perth, 30 August 2013 Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES 1. Shareholding as at 31 July 2013 a. Distribution of Shareholders Category (size of holding) 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 – and over Number of Shareholders 19 72 161 311 121 684 b. c. The number of shareholdings held in less than marketable parcels at 31 July 2013 is 454. The names and relevant interests of the substantial shareholders listed in the holding company’s register as at 31 July 2013 are: Shareholder Tasman Resources Ltd J Richardson G T Le Page d. Voting Rights Number of Ordinary shares 25,000,000 16,158,888 14,654,524 Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a meeting or by proxy has one vote on a show of hands. e 20 Largest Shareholders — Ordinary Shares Name Number Shares Held % of Issued Capital 25,000,000 18.878% Tasman Resources Ltd 1. 2. Tadea Pty Ltd 10,287,000 3. Hiwan Pty Ltd 4. Navigator Australia Ltd 5. Gasmere Pty Limited 6 Tadea Pty Ltd 7. Guy Le Page & Dina Le Page 8. JP Morgan Nominees Australia Limited 9. Mr Guy Le Page & Mrs Dina Le Page 10 Eldon Australia Pty Ltd 11. Wise Owl Limited 12. Mr Allen Tapp & Ms Maria Polymeneas 13. Ms Anna Margaret De Lucia 14. HSBC Custody Nominees (Australia) Limited 15. Eternal Family Group Pty Ltd 16. Mr Jack Toutounji 17. Jarra Glen Pty Ltd 18. AMI Global Holdings Inc 19. Mr Abdallah Wehbe 20. Mr Robert Franklin & Ms Vera Gurr 9,733,750 9,106,457 7,363,115 5,621,888 3,415,313 2,624,300 2,015,131 1,879,000 1,766,875 1,600,000 1,599,931 1,400,000 1,250,000 1,010,000 1,000,000 1,000,000 954,498 735,000 7.768% 7.350% 6.876% 5.560% 4.245% 2.579% 1.982% 1.522% 1.419% 1.334% 1.208% 1.208% 1.057% 0.944% 0.763% 0.755% 0.755% 0.721% 0.555% ASX Code: CNJ (formerly FIS) Page 40 of 41 89,362,258 67.478% Conico Ltd (formerly known as Fission Energy Ltd) Annual Report for Year Ending 30 June 2013 TENEMENT SCHEDULE Table 1 lists further details on the tenements. Table 1: Conico Tenement Schedule State WA WA WA WA WA WA WA WA WA WA WA WA WA Licence Type PL EL EL EL EL EL EL MLA MiscLA MiscLA MiscLA MiscLA MiscLA Number P63/1749 E63/1113 E63/373 E63/1267 E63/1268 E63/1303 E63/1304 MLA63/527 LA63/60 LA63/61 LA63/62 LA63/66 LA63/67 Interest % 50 50 50 50 50 50 50 50 50 50 50 50 50 Locality Mt Thirsty Mt Thirsty Mt Thirsty Mt Thirsty Mt Thirsty Mt Thirsty Mt Thirsty Mt Thirsty Mt Thirsty Mt Thirsty Mt Thirsty Mt Thirsty Mt Thirsty Location Approximately 20 km NW of Norseman Approximately 20 km NW of Norseman Approximately 20 km NW of Norseman Approximately 20 km NW of Norseman Approximately 20 km NW of Norseman Approximately 20 km NW of Norseman Approximately 20 km NW of Norseman Approximately 20 km NW of Norseman Approximately 20 km NW of Norseman Approximately 20 km NW of Norseman Approximately 20 km NW of Norseman Approximately 20 km NW of Norseman Approximately 20 km NW of Norseman ASX Code: CNJ (formerly FIS) Page 41 of 41 Level 15, 197 St Georges Terrace Perth, Western Australia 6000 Telephone: +81 8 9282 5889 Facsimile: +81 8 9282 5866 Email: mailroom@conico.com.au Website: www.conico.com.au 

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