(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