EMPIRE RESOURCES LIMITED
OPERATIONS REVIEW
EMPIRE RESOURCES LIMITED
ABN 32 092 471 513
Annual Report
30 June 2015
EMPIRE RESOURCES LIMITED
Corporate Directory
Directors
Company Secretary
Registered Office
Auditor
Share Registry
:
:
:
:
:
Thomas Revy
David Sargeant
Adrian Jessup
Simon Storm
Registered Office and Principal Place of Business
53 Canning Highway
Victoria Park
WA 6100
Telephone: (08) 9361 3100
Facsimile: (08) 9361 3184
Email info@resourcesempire.com.au
Website www.resourcesempire.com.au
HLB Mann Judd
Level 4
130 Stirling Street
Perth
WA 6000
Security Transfer Registrars Pty Ltd
770 Canning Highway
Applecross
WA 6153
Telephone: (08) 9315 2333
Facsimile: (08) 9315 2233
Australian Securities Exchange
Home Branch: Perth
Code: ERL
ABN
:
32 092 471 513
1
EMPIRE RESOURCES LIMITED
REVIEW OF OPERATIONS
REVIEW OF OPERATIONS
Empire Resources Ltd has a long term objective to become a successful mining house built on the
discovery and development of world class mineral deposits.
In the short term, Empire Resources is committed to enhancing value for shareholders by obtaining
cash flow from the Company’s existing gold and copper deposits.
Empire’s options for realising value include delineating reserves and commencing mining
operations; entering into significant farm-out or royalty arrangements or by acquiring new
opportunities to provide an early cash flow.
Penny’s Find : Gold Project - 60% interest
Penny’s Find is a near surface, high grade gold deposit situated in the Eastern Goldfields of
Western Australia, within close proximity to the gold mining centres of Kalgoorlie and Kanowna
Belle.
Empire holds a 60% interest in the project with the remaining 40% interest held by unlisted
Brimstone Resources Ltd (‘Brimstone’).
EMPIRE RESOURCES LIMITED
REVIEW OF OPERATIONS
In the main lode, high grade, coarse gold mineralisation is hosted by quartz veins at the contact
between shale and basalt. Metallurgical test work has shown both oxide and fresh mineralisation to
be free milling with a high gravity recoverable gold component of >60% and a total gold recovery of
>96%. The Penny’s Find resource is located on granted mining lease M27/156.
Details of a 2012 JORC compliant resource were reported to the ASX post year end on the 1
September 2015. The current resource stands at 470,000t @ 4.42g/t Au to a depth of 250m below
surface. Table 1 lists the resource categories.
Given the current high gold price of +AUS$1,500/oz, Empire Resources and Brimstone Resources
have agreed to bring the Penny’s Find gold deposit into production as soon as possible with
execution of a formal mining joint venture agreement imminent. To this end, a mine project
manager has been appointed and work commenced on a Mining Proposal to be submitted to the
WA Department of Mines and Petroleum.
Table 1
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EMPIRE RESOURCES LIMITED
REVIEW OF OPERATIONS
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EMPIRE RESOURCES LIMITED
REVIEW OF OPERATIONS
Yuinmery : Copper - Gold Project - 100% interest
The 100 per cent owned Yuinmery project is located 475 km northeast of Perth in Western
Australia.
The Yuinmery project sits in the base metal rich Youanmi greenstone belt with the principal target
being volcanogenic massive sulphide (VMS) deposits. Elsewhere in the world, VMS deposits
typically occur in clusters with individual prospects often mined to great depths. Similar VMS
deposits are found at the Golden Grove mine to the west and Jaguar mine to the east underlining
the potential of Yuinmery.
Interest in Yuinmery increased after the discovery of high grade copper-gold zones at the Just
Desserts prospect. Assay results included 23m @ 2.7% Cu, 1.3g/t Au; 14m @ 2.6% Cu, 1.9g/t Au;
13m @ 2.6% Cu, 1.7g/t Au; 6m @ 3.8% Cu, 12.9g/t Au and 10m @ 4.2% Cu, and 6.0g/t Au.
Details of a 2004 JORC compliant resource have been previously reported in the 2013 Annual
Report and Quarterly Reports to the ASX.
A second VMS deposit has also been discovered at the A Zone prospect, 1.3km north of Just
Desserts.
During the year, negotiations to vary an option agreement over adjoining tenements held by La
Mancha Resources Australia Pty Ltd were unsuccessful. The option agreement has now expired.
Other Projects
After reviewing available data and considering future expenditure commitments, the Company
relinquished its interests in the Joanna project during the past year.
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EMPIRE RESOURCES LIMITED
REVIEW OF OPERATIONS
Investments
As at the date of signing this annual report, Empire Resources holds a 17% interest in ASX listed
company FYI Resources Ltd. FYI Resources Ltd is involved in exploration for potash minerals in
Thailand.
During the past year Empire Resources acquired a 49% interest in unlisted company Barola
Resources Ltd who were investigating barite mining opportunities in Angola. Barola Resources
subsequently purchased 100% of Brimstone Resources Ltd, 40% owner of the Penny’s Find gold
project. Empire Resources currently holds a 26% interest in Barola Resources Ltd.
____________________
David Sargeant
Managing Director
COMPETENT PERSONS STATEMENT
The information in this report that relates to Exploration Results has been compiled by Mr David Ross
B.Sc(Hons), M.Sc, who is an employee of the Company. He is a member of the Australasian Institute of
Mining and Metallurgy and the Australian Institute of Geoscientists. He has sufficient experience which is
relevant to the style of mineralization and type of deposit under consideration and to the activity to which he is
undertaking to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for
Reporting of Exploration Results, Mineral Resources and Ore Reserves”. David Ross consents to the inclusion
in the public release of the matters based on his information in the form and context in which it appears.
The information is this report concerning the Mineral Resources for the Penny’s Find Deposit have been
estimated by Mr Peter Ball B.Sc who is a director of DataGeo Geological Consultants and is a member of the
Australasian Institute of Mining and Metallurgy (AusIMM). Mr Ball has sufficient experience which is relevant to
the style of mineralization and type of deposit under consideration and qualifies as a Competent Person as
defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources
and Ore Reserves”. Mr Ball consents to the inclusion in this public release of the matters based on his
information in the form and context in which it appears.
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Empire Resources Limited
Directors' Report
Directors’ Report
Your directors submit their report on Empire Resources Limited (the “Company”) and its controlled entity (the “Group”)
for the financial year ended 30 June 2015.
Directors
The company’s directors in office during the financial year and until the date of this report are as follows. Directors
were in office for the entire period unless otherwise stated.
Thomas Revy - Chairman (Non-Executive) – BAppSc. Grad Dip Bus.
Mr Revy is a mining professional with in excess of 30 years experience in the mining industry to date including
operations, process design and commissioning, technical and general management, business development, project
and company evaluation and corporate management. Countries where extensive work has been undertaken include
Australia, PNG, Southern and Central Africa, Central and South America and China.
Mr Revy has been a director of the following listed companies during the past three years.
Company
Position
Appointed
Resigned
Coppermoly Ltd
Ferum Crescent Ltd
Non-executive Chairman
Director
20/05/2013
19/02/2014
11/03/2014
-
David Sargeant - Managing Director - BSc. MAusIMM
Mr Sargeant – who holds a Bachelor of Science degree in economic geology from the University of Sydney – has
more than 40 years experience as a geologist, consultant and company director. As such, he has been involved in
numerous mineral exploration, ore deposit evaluation and mining development projects and is a member of AusIMM
and the Geological Society of Australia.
During his career, Mr Sargeant has held a range of senior positions, including that of senior geologist with Newmont
Pty Ltd and senior supervisory geologist with Esso Australia Ltd at the time of the Harbour Lights Gold Mine discovery
and development. Further, Mr Sargeant was the first chief geologist at Telfer Gold Mine during exploration,
development and production at that project. In addition, he was exploration manager for the Adelaide Petroleum NL
group of companies, manager of resources development for Sabminco NL and a technical director of Western Reefs
Limited during the period in which that company became a successful producer at the Dalgaranga Gold Project.
Mr Sargeant has been a director of the following listed companies during the past three years.
Company
Position
Appointed
FYI Resources Ltd
Non-executive Director
30/11/2009
Adrian Jessup - Executive Director - BSc. MAusIMM
Mr Jessup also holds a Bachelor of Science degree (with honours) in economic geology from the University of Sydney
and has more than 40 years continuous experience as a geologist, company director and consultant involved in
mineral exploration, ore deposit evaluation and mining. He is a member of AusIMM, the Geological Society of
Australia and the Australian Institute of Geoscientists.
For the last 17 years, Mr Jessup has operated a geological consulting company. During that time, he was a founding
director of Sylvania Resources Limited and remained on the board for two years. Prior to that, Mr Jessup was
managing director of Giralia Resources NL for eight years, from the company's inception in 1987. Previously, he had
worked for AMAX Exploration Inc., as a senior geologist and as regional manager in charge of that company's mineral
exploration in Western Australia.
Mr Jessup has been a director of the following listed companies during the past three years.
Company
Position
Appointed
FYI Resources Ltd
Non-executive Director
30/11/2009
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Empire Resources Limited
Directors' Report
Management
Simon Storm - Company Secretary – BCom. BCompt(Hons). CA, FGIA
Mr Storm is a Chartered Accountant with over 30 years of Australian and international experience in the accounting
profession and commerce. He commenced his career with Deloitte Haskins & Sells in Africa then London before
joining Price Waterhouse in Perth.
He holds various part-time senior finance and/or company secretarial roles with listed and unlisted entities in the
banking, resources, construction, telecommunications and property development industries. In the last 10 years he
has provided consulting services covering accounting, financial and company secretarial matters to various
companies in these sectors.
David Ross – Exploration Manager – BSc(Hons). MSc. MAusIMM
Mr Ross holds a Bachelor of Science degree (with honours) in geology from Aberdeen University, Scotland and a
Master of Science degree in economic geology from McMaster University in Canada. He is a member of the AusIMM,
the Geological Society of Australia and the Australian Institute of Geoscientists.
With over 28 years experience as an exploration geologist in Western Australia his career has seen him involved with
numerous mineral exploration, ore deposit evaluation and mine development projects for both gold and base metals.
He has held senior geologist positions with Brunswick NL and Giralia Resources and was geological superintendent
for Australian Resources at the Gidgee Gold Mine. Most recently he held the position of chief geologist with De Grey
Mining Ltd where he was instrumental in the discovery of the Orchard Well VMS deposits.
Principal Activities
During the period the principal activities of the Company consisted of mineral exploration and evaluation of properties
in Australia. There has been no significant change in these activities during the financial period.
Dividends
No dividends have been paid during the period and no dividends have been recommended by the directors.
Result for the Financial Period
Loss from ordinary activities after provision for income tax was $741,714 (2014: $882,503).
Review of results and operations
The operations and results of the Company for the financial year are reviewed below. This review includes information
on the financial position of the Company, and its business strategies and prospects for future financial years.
Revenue
Revenue comprised interest received which was up 101% on prior year as a consequence of higher cash balances.
Other income was $Nil (2014: $13,567) which in the prior year was the profit on sale of shares in FYI Resources Ltd.
Expenses
During the year, the Company continued exploration activities at its various exploration projects with expenditure on
exploration decreasing 45% to $193,345 (2014: $349,390) as a consequence of availability of cash. Employee
benefits written back / (expense) were $192,026 (2014: expense $27,276) and Directors’ fees written back / (expense)
were $31,500 (2014: expense $42,000). In June 2015, it was agreed that outstanding invoices payable to Directors of
$282,080 for Directors’ Fees would be waived. The Exploration Manager has waived his entitlement to $254,005 of
salary and superannuation. However, payment of these invoices and entitlements would become contingent on ERL
receiving additional funding in excess of $1 million. The Directors have also waived their entitlement for the second
six months of the financial year.
Tax benefit
No tax benefit was received as an R&D tax offset payment (2014: $97,891).
Cash and cash equivalents at 30 June 2015 increased by 556% to $119,069 (2014: $18,152).
Operating cash flows
Cash flow used in operating activities decreased by 30% to $204,378 (2014: $293,741). The receipt of a R&D tax
offset occurred in July 2014 compared with $Nil in the prior year.
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Empire Resources Limited
Directors' Report
Investing cash flows
Cash outflow for investing activities increased by 221% to $385,178 (2014: $119,964) due to the investment in Barola
Resources Ltd of $325,000 (2014: $Nil) which was partly offset by a decrease in exploration related expenditure.
Financing cash flows
Cash flow from financing activities increased by 195% to $690,473 (2014: $234,000) due to an increase in share
placements.
Statement of financial position
Current assets
Current assets increased by 29% to $191,052 (2014: $148,409) mainly due to cash and cash equivalents increasing
556% to $119,069(2014: $18,152). Trade and other receivables decreased by 53% to $51,983 (2014: $110,257) due
to the R&D tax offset for the 2014 financial year.
Non-current assets
Non-current assets decreased by 33% to $191,095 (2014: $285,747). The equity accounted investment in FYI
Resources Ltd was written down to $Nil (2014: $282,600) and the equity accounted investment in Barola Resources
Ltd was recognised at $189,869 (2014: $Nil).
Current liabilities
Current liabilities decreased by 25% to $300,279 (2014: $400,252), being a decrease in trade and other payables as a
consequence of the waiver of Director Fees and salary entitlements.
Debt position
The Company has $51,696 unsecured loans from Directors which are expected to be repaid from the proceeds of a
future share placement of ordinary shares In December 2014, the Company entered a fee funding agreement for
$136,106 for various financial services invoices. As at 30 June 2015 the amount outstanding was $50,953 (2014:
$Nil).
Review of Operations
CORPORATE - ongoing management of the Company's cash position remained critical throughout the year. Cash
resources were boosted following a share placement in October – December 2014 of 66.5 million shares raising
$599,000 before costs. In addition, the Company, in June 2015, raised $100,000 by the issue of 10 million shares. A
corporate advisory firm has been appointed to increase shareholder value with their fees for service being incentive
driven and linked to share price improvement.
Significant Changes in State of Affairs
In the opinion of the Directors there were no other significant changes in the state of affairs of the Company.
Remuneration Report (Audited)
This report details the amount and nature of remuneration of each director of the Company and other key
management personnel.
Remuneration Policy
The principles used to determine the nature and amount of remuneration are applied through a remuneration policy
which ensures the remuneration package properly reflects the person’s duties and responsibilities and that the
remuneration is competitive in attracting, retaining and motivating people of the highest quality.
The remuneration policy, setting the terms and conditions for the executive directors has been developed internally by
the board and taking into account market conditions and comparable salary levels for companies of a similar size and
operating in similar sectors.
The remuneration policy is to provide a fixed remuneration component. The board believes that this remuneration
policy is appropriate given the stage of development of the Company and the activities which it undertakes and is
appropriate in aligning Directors’ objectives with shareholder and businesses objectives.
The remuneration framework has regard to shareholders’ interests in the following ways:
•
•
Focuses on sustained growth as well as focusing the directors on key non-financial drivers of value, and
Attracts and retains high calibre directors.
The remuneration framework has regard to directors’ interests in the following ways:
•
Rewards capability and experience,
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Empire Resources Limited
Directors' Report
•
•
•
Reflects competitive reward for contributions to shareholder growth,
Provides a clear structure for earning rewards, and
Provides recognition for contribution.
Non-executive directors
The board policy is to remunerate non-executive directors at market rates for comparable companies for time,
commitment and responsibilities. The Board determines payments to the non-executive director and reviews their
remuneration annually, based on market practice, duties and accountability. Independent external advice is sought
when required. The maximum aggregate amount of fees that can be paid to directors is subject to approval by
shareholders at a General Meeting. Fees for non-executive directors are not linked to the performance of the Group.
However, to align directors’ interests with shareholder interests, the directors are encouraged to hold shares in the
Company and may receive options.
The Directors have resolved that non-executive director’s fees will be $42,000 per annum for the Chairman, inclusive
of statutory superannuation contributions. Shareholders have approved aggregate remuneration for all non-executive
directors at an amount of $100,000 per annum. Where applicable, superannuation contributions of 9.5% (2014:
9.25%) are paid on these fees as required by law.
Share-based compensation
To ensure that the Company has appropriate mechanisms to continue to attract and retain the services of Directors
and Employees of a high calibre, the Company established the Empire Resources Limited Share Plan (“SP”) and the
Empire Resources Option Plan. Neither Plan has been used in the last two financial years.
The Directors consider the plans are an appropriate method to:
a) reward Directors and Employees for their past performance;
b) provide long-term incentives to participate in the Company’s future growth;
c) motivate Directors and Employees and generate loyalty in Employees; and
d) assist to retain the services of valuable Employees.
There were no options issued as share-based compensation to key management personnel during the current
financial year or previous financial year.
No shares were issued during the year upon the exercise of options.
Executive Directors
Executive Directors provide their services via a consultancy arrangement. Directors do not receive any retirement
benefits. Options are not issued as part of remuneration for long term incentives.
All remuneration paid to directors and executives is valued at cost to the Company and expensed.
In July 2014, Kirkdale Holdings Pty Ltd and Murilla Exploration Pty Ltd waived their entitlement to directors’ fees of
$199,650 each for services rendered from 1 August 2013 through to 30 June 2014.
In June 2015, Kirkdale Holdings Pty Ltd waived its entitlement to director’s fees of $109,790 for services rendered
from 1 July 2014 through to 31 December 2014, Murilla Exploration Pty Ltd waived its entitlement to director’s fees of
$119,790 for services rendered from 1 July 2014 through to 31 December 2014 and Tom Revy waived his entitlement
to director’s fees of $52,500 for services rendered from 1 October 2013 through to 31 December 2014. Payment of
these 2015 Directors’ fees and salary and superannuation entitlements is contingent on the Company receiving
additional funding in excess of $1 million. The Directors have also waived their fees for the 6 months from 1 January
2015 to 30 June 2015 which total $238,800. These fees are not payable.
These adjustments are reflected in the following table.
Compensation of Key Management Personnel for the year ended 30 June 2015.
The following table discloses the remuneration of the Key Management Personnel (‘KMP’) of the Company. KMP are
defined as those persons having authority and responsibility for planning, directing and controlling the major activities
of the Group, directly or indirectly, including any Director (whether Executive or otherwise) of the Company.
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Empire Resources Limited
Directors' Report
The information in this table is audited.
Employment contracts
– Mr D Sargeant
By agreement dated 24 October 2009, the Company and Kirkdale Holdings Pty Ltd (ACN 009 096 388) ('Kirkdale')
agreed the terms and conditions under which Kirkdale would provide the services of Mr Sargeant as Managing
Director of the Company.
The agreement has:
(a)
(b)
(c)
a term of three years;
requires the payment to Kirkdale of a fee of $15,000 (GST excl) per month (increasing by 10% each year)
and reimbursement of expenses;
provisions requiring the payment of a termination benefit of 50% of the amount due on termination of the
agreement.
– Mr A Jessup
By agreement dated 24 October 2009, the Company and Murilla Exploration Pty Ltd (ACN 068 277 190) ('Murilla')
agreed the terms and conditions under which Murilla would provide the services of Mr Jessup as an executive officer
of the Company.
The agreement has:
(a)
(b)
(c)
a term of three years;
requires the payment to Murilla of a fee of $15,000 (GST excl) per month (increasing by 10% each year) and
reimbursement of expenses;
provisions requiring the payment of a termination benefit of 50% of the amount due on termination of the
agreement.
In November 2013, the Chairman agreed to continue with these employment contracts until further notice.
The Company has received short term loans from Mr Sargeant and Mr Jessup for $30,000 and $20,000 respectively.
These amounts are unsecured and are expected to be repaid from the proceeds of a future share placement of
ordinary shares. A coupon interest rate equivalent to the Australian Government Bond 2 year yield will be calculated
at each month end and will be payable on settlement of the loans.
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Directors' FeesConsulting FeesShort-term BenefitsPost-employment benefitsShare-based paymentsValue of shares & optionsTotalTotal$$$$$$DirectorsNon-ExecutiveMr T Revy 2015- - - - - - 201442,000- 42,000- - 42,000ExecutiveMr D Sargeant2015- 9,0919,091- - 9,0912014- 18,15018,150- - 18,150Mr A Jessup2015- - - - - - 2014- 18,15018,150- - 18,150Total Directors2015- 9,0919,091- - 9,091201442,00036,30078,300- - 78,300
Empire Resources Limited
Directors' Report
Directors may be paid additional fees for special duties or services outside the scope of the ordinary duties of a
Director. Directors will also be reimbursed for all reasonable expenses incurred in the course of their duties.
Equity Holdings
Equity instrument disclosures relating to directors and other key management personnel
Shareholdings
The number of ordinary shares in the Company held during the year by each director and other key management
personnel, including their personally related entities or associates, are set out below.
All equity transactions with key management personnel, which relate to the Company’s listed ordinary shares or
options, have been entered into on an arm’s length basis.
Option holdings
The number of options over ordinary shares in the Company held during the reporting period by each director and
key management personnel, including their personally related entities, are set out below.
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DirectorsBalance at the start of the periodIssued under share planOn exercise of optionsShares acquiredBalance at the end of the periodMr T Revy 710,000 - - - 710,000 Mr D Sargeant6,400,000 - - - 6,400,000 Mr A Jessup2,567,555 - - - 2,567,555 9,677,555 - - - 9,677,555 2015 Shareholdings of Key Management PersonnelDirectorsBalance at the start of the periodIssued under share planOn exercise of optionsShares acquiredBalance at the end of the periodMr T Revy 710,000 - - - 710,000 Mr D Sargeant6,400,000 - - - 6,400,000 Mr A Jessup2,567,555 - - - 2,567,555 9,677,555 - - - 9,677,555 2014 Shareholdings of Key Management Personnel2015 Option holdings of Key Management PersonnelDirectorsBalance at the start of the periodIssuedExpiredBalance at the end of the periodVested and exercisable at 30 June 2014Mr T Revy500,000 - (500,000)- - Mr D Sargeant500,000 - (500,000)- - Mr A Jessup500,000 - (500,000)- - 1,500,000 - (1,500,000)- -
Empire Resources Limited
Directors' Report
End of Remuneration Report.
Share Options
At the date of this report unissued ordinary shares of the Company under option are:
Directors’ Interest
The relevant interest of each director in the shares and options over shares issued by the Company at the date of this
report is as follows:
Company Performance
Comments on performance are set out in the review of operations.
Significant Changes in the State of Affairs
There were no other significant changes in the state of affairs of the Company other than those noted in the review of
operations.
Likely Developments and Expected Results
Disclosure of likely developments in the operations of the Company and the expected results of those operations in
future financial years, and any further information, has not been included in this report because, in the reasonable
opinion of the Directors to do so would be likely to prejudice the business activities of the Company.
Environmental Regulation
The Company’s operations were subject to environmental regulations under both Commonwealth and State
legislation in relation to its exploration activities.
The directors are not aware of any breaches during the period covered by this report.
Meetings of Directors
The following table sets out the number of meetings of the Company’s directors held during the period ended 30 June
2015 and the number of meetings attended by each director.
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2014 Option holdings of Key Management PersonnelDirectorsBalance at the start of the periodIssuedExpiredBalance at the end of the periodVested and exercisable at 30 June 2014Mr T Revy500,000 - - 500,000 - Mr D Sargeant500,000 - - 500,000 - Mr A Jessup500,000 - - 500,000 - 1,500,000 - - 1,500,000 - Grant DateDate of ExpiryExercise Price $Number under Option27-Jun-1331-Aug-160.04 10,000,000 28-Jun-1331-Aug-160.05 10,000,000 29-Jun-1331-Aug-160.06 10,000,000 30,000,000 DirectorDirectIndirectDirectIndirectMr T Revy350,000360,000- - Mr D Sargeant- 6,400,000- - Mr A Jessup922,2221,645,333- - Number of Ordinary SharesNumber of Options
Empire Resources Limited
Directors' Report
As at the date of this report the Company has not formed any committees as the directors consider that at present the
size of the Company does not warrant such. Audit, corporate governance, director nomination and remuneration
matters are all handled by the full board.
Proceedings on Behalf of the Company
No person has applied to the Court under Section 237 of the Corporations Act 2001 for leave to bring proceedings on
behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking
responsibility on behalf of the Company for all or part of the proceedings.
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under Section
237 of the Corporations Act 2001.
Indemnification and Insurance of Directors and Officers
Indemnification
The Company has agreed to indemnify current directors and officers and past directors and officers against all
liabilities to another person (other than the Company or a related body corporate), including legal expenses that may
arise from their position as directors and officers of the Company and its controlled entity, except where the liability
arises out of conduct involving a lack of good faith. The agreement stipulates that the Company will meet the full
amount of any such liabilities, including costs and expenses.
Insurance
The directors have not included details of the amount of the premium paid in respect of the directors’ and officers’
liability insurance contracts, as such disclosure is prohibited under the terms of the contract.
Events subsequent to reporting date
In July 2015, the Company received an unsecured loan from David Sargeant for $50,000 which is expected to be
repaid from the proceeds of a future share placement of ordinary shares. A coupon equivalent to the Australian
Government Bond 2 year yield will be calculated at each month end and will be payable on maturity.
In August 2015, the Company received an unsecured loan from a third party for $50,000 which is expected to be
repaid from the proceeds of a future share placement of ordinary shares. A coupon rate of 2% per month for the term
of the loan will be calculated at each month end and will be payable on maturity.
In September 2015 the Company entered into a signed agreement whereby it has agreed to sell 3,224,813 shares
held in equity accounted Barola Resources Ltd for $225,000. The Company expects to receive further offers for the
remaining 2,508,187 shares it owns in that company, at the same price. The agreements are/will be subject to certain
conditions, including completion of a due diligence on Barola Resources Ltd by the purchaser and the execution of a
formal mining joint venture agreement between the Company and Brimstone Resources Ltd, for the development of
the Penny’s Find project.
Other than this, no matter or circumstance has 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 subsequent financial years.
Non-audit Services
The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the
auditor’s expertise and experience with the Company and/or the Group are important.
14
DirectorABMr Thomas Revy33Mr David Sargeant33Mr Adrian Jessup33A - meetings attendedDirectors’ MeetingsB - meetings held whilst a director
Empire Resources Limited
Directors' Report
Details of the amounts paid or payable to the auditor (HLB Mann Judd) for audit and non-audit services provided
during the year are set out below.
During the period, the following fees were paid or payable for services
provided by the auditors of the parent entity HLB Mann Judd, its related
practices:
Consolidated
Year ended
30 June 2015
$
Year ended
30 June 2014
$
Assurance Services
HLB Mann Judd (Current Auditor)
1. Audit services
Audit and review of financial reports and other audit work under the
Corporations Act 2001
Total remuneration
26,700
26,700
22,175
22,175
Auditors Independence Declaration
Section 307C of the Corporations Act 2001 requires the company’s auditors, HLB Mann Judd, to provide the directors
with a written Independence Declaration in relation to their audit of the financial report for the year ended 30 June
2015. This written Auditor’s Independence Declaration is attached to the Independent Auditor’s Report to the
members and forms part of this Directors’ Report.
Signed in accordance with a resolution of Directors.
_________________
David Sargeant
Director
Perth, Western Australia
28 September 2015
15
EMPIRE RESOURCES LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2015
The above Statement of Comprehensive Income
should be read in conjunction with the accompanying notes.
16
Note20152014$$Interest income24,0402,010Other income2- 13,567Interest expense(9,757)- Depreciation expense3(1,921)(3,213)Exploration expense3(193,345)(349,390)Employee benefits written back / (expense)192,026 (27,276)Management fee expense(9,091)(36,300)Directors' fees written back / (expense)31,500 (42,000)Accounting expense(59,710)(56,610)Consultancy expense- (12,848)Share-based payment(106,890)(107,768)ASX expense(14,381)(16,833)Corporate relations expense(57,998)(91,672)Insurance expense(17,547)(16,904)Other expenses (80,908)(82,092)Share of loss of equity accounted investees8(417,732)(153,065)Loss before income tax(741,714)(980,394)Income tax benefit4- 97,891 Net loss for the year(741,714)(882,503)Total comprehensive loss for the year(741,714)(882,503)Basic and diluted loss per share (cents per share)5(0.33)(0.49)Consolidated
EMPIRE RESOURCES LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2015
The above Statement of Financial Position
should be read in conjunction with the accompanying notes.
17
Note20152014ASSETS$$CURRENT ASSETSCash and cash equivalents6119,069 18,152 Trade and other receivables751,983 110,257 Other financial assets20,000 20,000 Total Current Assets191,052 148,409 NON-CURRENT ASSETSInvestments accounted for using the equity method8189,869 282,600 Plant and equipment91,226 3,147 Total Non-Current Assets191,095 285,747 TOTAL ASSETS382,147 434,156 LIABILITIESCURRENT LIABILITIESTrade and other payables10300,279 400,252 Total Current Liabilities300,279 400,252 TOTAL LIABILITIES300,279 400,252 NET ASSETS81,868 33,904 EQUITYIssued capital1117,852,891 17,170,103 Reserves121,118,917 1,012,027 Accumulated losses(18,889,940)(18,148,226)TOTAL EQUITY81,868 33,904 Consolidated
EMPIRE RESOURCES LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2015
The above Statement of Changes in Equity should be read in conjunction with the accompanying notes
18
Issued Capital Accumulated LossesOption ReservesTotal$$$$Balance at 1 July 201316,970,103 (17,265,723)904,259 608,639 Shares issued during the year216,000 - - 216,000 Options issued during the year- - 107,768 107,768 Equity issue expenses(16,000)- - (16,000)Loss for the year- (882,503)- (882,503)Other comprehensive loss for the year- - - - Balance at 30 June 201417,170,103 (18,148,226)1,012,027 33,904 Balance at 1 July 201417,170,103 (18,148,226)1,012,027 33,904 Shares issued during the year699,000 - - 699,000 Options issued during the year- - 106,890 106,890 Equity issue expenses(16,212)- - (16,212)Loss for the year- (741,714)- (741,714)Other comprehensive loss for the year- - - - Balance at 30 June 201517,852,891 (18,889,940)1,118,917 81,868 Consolidated
EMPIRE RESOURCES LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2015
The above Statement of Cash Flows should be read in conjunction
with the accompanying notes.
19
20152014Note$$Cashflows from Operating ActivitiesPayments to suppliers and employees(298,248)(295,751)Interest received4,040 2,010 Other - R&D tax offset97,891 - Interest paid(8,061)- Net cash used in operating activities6(i)(204,378)(293,741)Cash Flows from Investing ActivitiesPurchase of plant and equipment- (1,818)Proceeds from sale of investment- 37,341 Exploration and evaluation expenditure(60,178)(155,487)Payment for investment in associate(325,000)- Net cash used in investing activities(385,178)(119,964)Cash Flows from Financing ActivitiesProceeds from issue of equity securities699,000 200,000 Equity securities issue costs(8,527)(16,000)Proceeds from borrowings- 50,000 Net cash provided by financing activities690,473 234,000 Net increase / (decrease) in cash held100,917 (179,705)Cash at the beginning of the financial year18,152 197,857 Cash at the end of the financial year6119,069 18,152 Consolidated
Empire Resources Limited
Notes to the Financial Statements 30 June 2015
1.
Statement of Significant Accounting Policies
The financial report covers the consolidated entity of Empire Resources Limited and its controlled entity
(“Group”) and Empire as an individual parent entity (“Empire”). Empire is a listed public company limited by
shares, incorporated and domiciled in Australia.
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 by the controlled entity and are
consistent with those in the 30 June 2014 financial report.
(a)
Basis of Preparation
This general purpose financial report has been prepared in accordance with Australian Accounting Standards,
Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting
Standards Board (AASB) and the Corporations Act 2001. It has been prepared on the historical cost basis.
The financial report is presented in Australian dollars.
The financial report complies with Australian Accounting Standards, which include Australian equivalents to
International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the consolidated
financial report, comprising the financial statements and notes thereto, complies with the International Financial
Reporting Standards (IFRS).
For the purpose of preparing the consolidated financial statements, the Company is a for-profit entity.
The financial report was authorised for issue by the Board on 28 September 2015.
(b)
Going Concern
As disclosed in the Statement of Comprehensive Income, the Group recorded operating losses of $741,714
(2014: $882,503 ) and as disclosed in the Statement of Cash Flows, the Group recorded cash outflows from
operating activities of $204,378 (2014: $293,741), investing activities of $385,178 (2014: $119,964) and a cash
inflow from financing activities of $690,473 (2014: $234,000). Cash flows from financing activities arose from
capital raisings that are disclosed in Note 11(a). After consideration of these financial conditions, the Directors
have assessed the following matters in relation to the adoption of the going concern basis of accounting by the
Group:
The Group has successfully completed capital raisings during the year as disclosed in Note 11(a) and has
the ability to continue doing so on a timely basis, pursuant to the Corporations Act 2001, as is budgeted to
occur in the twelve month period from the date of this financial report;
The Group has working capital deficit of $109,227 (2014: $251,843) at balance date and expenditure
commitments for the next 12 months of $47,769 (2014: $307,001), as disclosed in Note 14 (ii), and
retains the ability to sell its shares in FYI Resources Ltd, in the event that the capital raisings are delayed;
and
The Company and Group have the ability, if required, to undertake mergers, acquisitions or restructuring
activity or to wholly or in part, dispose of interests in mineral exploration assets.
The directors also anticipate that a further equity raising will be required and will be completed in 2015. Should
this equity raising not be completed, there is a material uncertainty that may cast significant doubt as to whether
the Group will be able to continue as a going concern and, therefore, whether it will be able to realise its assets
and extinguish its liabilities in the normal course of business.
(c)
Basis of Consolidation
A controlled entity is any entity over which Empire Resources Limited has the power to control the financial and
operating policies of the entity so as to obtain benefits from its activities.
Details of the controlled entity are contained in Note 8(b) to the financial statements. The controlled entity has a
30 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 subsidiaries have
been changed where necessary to ensure consistencies with those policies applied by the parent entity.
Where a controlled entity enters or leaves the consolidated Group during the year, their operating results are
included/excluded from the date control was obtained or until the date control ceased.
20
Empire Resources Limited
Notes to the Financial Statements 30 June 2015
1.
Statement of Significant Accounting Policies (continued)
Business Combinations
Business combinations occur where control over another business is obtained and results in the consolidation
of its assets and liabilities. All business combinations, including those involving entities under common control,
are accounted for by applying the purchase method. The purchase method requires an acquirer of the business
to be identified and for the cost of the acquisition and fair values of identifiable assets, liabilities and contingent
liabilities to be determined as at acquisition date, being the date that control is obtained. Cost is determined as
the aggregate of fair values of assets given, equity issued and liabilities assumed in exchange for control
together with costs directly attributable to the business combination. Any deferred consideration payable is
discounted to present value using the entity’s incremental borrowing rate.
(d)
Investment in associated entities
The Group’s investment in its associate is accounted for using the equity method of accounting in the
consolidated financial statements, after initially being recognised at cost. The associate is an entity in which the
Group has significant influence and which is neither a subsidiary nor a joint venture. Significant influence is the
power to participate in the financial and operating decisions of the investee but is not control or joint control
over those policies.
Under the equity method, the investment in the associate is carried in the consolidated statement of financial
position at cost plus post-acquisition changes in the Group's share of net assets of the associate. Goodwill
relating to an associate is included in the carrying amount of the investment and is not amortised. After
application of the equity method, the Group determines whether it is necessary to recognise any additional
impairment loss with respect to the Group’s net investment in the associate. Goodwill included in the carrying
amount of the investment in associate is not tested separately, rather the entire carrying amount of the
investment is tested for impairment as a single asset. If an impairment is recognised, the amount is not
allocated to the goodwill of the associate.
The consolidated statement of comprehensive income reflects the Group's share of the results of operations of
the associate, and its share of post-acquisition movements in reserves is recognised in reserves. The
cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Dividends
receivable from associates are recognised in comprehensive income as a component of other income.
When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any
unsecured long-term receivable and loans, the Group does not recognise further losses, unless it has incurred
obligations or made payments on behalf of the associate.
The balance dates of the associate and the Group are identical and the associate's accounting policies conform
to those used by the Group for like transactions and events in similar circumstances.
Upon disposal of an associate that results in the Group losing significant influence over that associate, any
retained investment is measured at fair value at that date and the fair value is regarded as its fair value on initial
recognition as a financial asset in accordance with AASB 139. The difference between the previous carrying
amount of the associate attributable to the retained interest and its fair value is included in the determination of
the gain or loss on disposal of the associate. In addition, the Group accounts for all amounts previously
recognised in other comprehensive income in relation to that associate on the same basis as would be required
if that associate had directly disposed of the related assets or liabilities. Therefore, if a gain or loss previously
recognised in other comprehensive income by that associate would be reclassified to profit or loss on disposal
of the related assets or liabilities, the Group reclassifies the gain or loss from equity to profit or loss (as a
reclassification adjustment) when it loses significant influence over that associate.
When a Group entity transacts with its associate, profits and losses resulting from those transactions with the
associate are recognised in the Group’s consolidated financial statements only to the extent of interests in the
associate that are not related to the Group.
(e)
Plant and Equipment
Plant and equipment is measured on the cost basis less depreciation and impairment losses.
The carrying amount of plant & equipment is reviewed annually by directors to ensure it is not in excess of the
recoverable amount from those assets. Recoverable amount is assessed on the basis of the expected net cash
flows which 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.
Depreciation is calculated on the straight line basis and is brought to account over the estimated useful lives of
all plant and equipment from the time the asset is held ready for use. The depreciation rates used are:
21
Empire Resources Limited
Notes to the Financial Statements 30 June 2015
1.
Statement of Significant Accounting Policies (continued)
Office furniture
Office computer equipment
Motor vehicles
15-33%
33%
20%
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date.
An asset’s carrying amount is written down immediately to its recoverable amount if the assets carrying amount
is greater than its estimated recoverable amount. Gains and losses on disposal are determined by comparing
proceeds with the carrying amount. These gains and losses are included in the statement of comprehensive
income. When revalued assets are sold, amounts included in the revaluation reserve relating to the assets are
then transferred to accumulated losses.
(f)
Income Tax
The income tax expense or benefit for the period is the tax payable on the current period’s taxable income
based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and
liabilities attributable to temporary difference and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at
the end of the reporting period in the countries where the company’s subsidiaries and associates operate and
generate taxable income. Management periodically evaluates positions taken in tax returns with respect to
situations in which applicable tax regulation is subject to interpretation. It establishes provisions where
appropriate on the basis of amounts expected to be paid to the tax authorities.
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be
recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are
those that are enacted or substantively enacted by the balance date.
Deferred income tax is provided on all temporary differences at the balance date between the tax bases of
assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences except:
when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability
in a transaction that is not a business combination and that, at the time of the transaction, affects neither
the accounting profit nor taxable profit or loss; or
when the taxable temporary difference is associated with investments in subsidiaries, associates or
interests in joint ventures, and the timing of the reversal of the temporary difference can be controlled and
it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax
assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which
the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be
utilised, except:
when the deferred income tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time of
the transaction, affects neither the accounting profit nor taxable profit or loss; or
when the deductible temporary difference is associated with investments in subsidiaries, associates or
interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is
probable that the temporary difference will reverse in the foreseeable future and taxable profit will be
available against which the temporary difference can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to the extent
that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred
income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the
extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year
when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the balance date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss.
22
Empire Resources Limited
Notes to the Financial Statements 30 June 2015
1.
Statement of Significant Accounting Policies (continued)
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off
current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same
taxable entity and the same taxation authority.
(g)
Cash & Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid
investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown
within short-term borrowings in current liabilities on the Statement of Financial Position.
For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash
equivalents as defined above, net of outstanding bank overdrafts.
(h)
Acquisition of Assets
The purchase method of accounting is used for all acquisitions of assets regardless of whether shares or other
assets are acquired. Cost is determined as the fair value of the assets given up at the date of the acquisition
plus costs incidental to the acquisition. Transaction costs arising on the issue of equity instruments are
recognised directly in equity.
(i)
Impairment of assets
At each reporting date, the Group reviews the carrying values of its tangible and intangible assets to determine
whether there is any indication that those assets have been impaired. If such an indication exists, the
recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is
compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is
expensed to the Statement of Comprehensive Income.
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.
(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.
Available-for-sale financial assets
Available for sale financial assets include any financial assets not classified as loans and receivables, held to
maturity investments or fair value through profit or loss. Available-for-sale financial assets are reflected at fair
value. Unrealised gains and losses arising from changes in fair value are taken directly to equity.
Financial liabilities
Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal
payments and amortisation.
Fair value
Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are
applied to determine the fair value for all unlisted securities, including recent arm’s length transactions,
reference to similar instruments and option pricing models.
Impairment
At each reporting date, the Company assesses whether there is objective evidence that a financial instrument
has been impaired. In the case of available-for sale financial instruments, a prolonged decline in the value of
the instrument is considered to determine whether an impairment has arisen. Impairment losses are recognised
in the statement of comprehensive income.
23
Empire Resources Limited
Notes to the Financial Statements 30 June 2015
1.
(k)
Statement of Significant Accounting Policies (continued)
Exploration and Development Expenditure
Exploration, evaluation and acquisition costs are expensed in the year they are incurred. Development costs
are capitalised. Where commercial production in an area of interest has commenced, the associated costs in
respect of the area of interest in the development phase, together with any forecast future capital expenditure
necessary to develop proved and probable reserves are amortised over the estimated life of the mine on a units
of production basis.
(l)
Employee Entitlements
Salaries, wages and annual leave
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave
expected to be settled within twelve months of the reporting date are recognised in other creditors in respect to
employees’ services up to the reporting date and are measured at the amounts expected to be paid when the
liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and
measured at the rates paid or payable.
Equity settled transactions
The Group provides benefits to employees (including senior executives) of the Group in the form of share-
based payments, whereby employees render services in exchange for shares or rights over shares (equity-
settled transactions).
There are currently two plans in place to provide these benefits:
the Employee Share Option Plan (ESOP), which provides benefits to directors and senior executives; and
the Employee Share Loan Plan (ESLP), which provides benefits to all employees, excluding senior
executives and directors.
The cost of these equity-settled transactions with employees is measured by reference to the fair value of the
equity instruments at the date at which they are granted. The fair value is determined by an external valuer
using a Black Scholes model, further details of which are given in Note 18. In valuing equity-settled
transactions, no account is taken of any performance conditions, other than conditions linked to the price of the
shares of Empire Resources Limited (market conditions) if applicable.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the
period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant
employees become fully entitled to the award (the vesting period).
The cumulative expense recognised for equity-settled transactions at each balance date until vesting date
reflects (i) the extent to which the vesting period has expired and (ii) the Group’s best estimate of the number of
equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance
conditions being met as the effect of these conditions is included in the determination of fair value at grant date.
The profit or loss charge or credit for a period represents the movement in cumulative expense recognised as
at the beginning and end of that period.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only
conditional upon a market condition.
If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms
had not been modified. In addition, an expense is recognised for any modification that increases the total fair
value of the share-based payment arrangement, or is otherwise beneficial to the employee, as measured at the
date of modification.
If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any
expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for
the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and
new award are treated as if they were a modification of the original award, as described in the previous
paragraph.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of
loss per share (see Note 5).
The Group expenses equity-settled share-based payments such as share and option issues after ascribing a
fair value to the shares and/or options issued. The fair value of option and share plan issues of option and
share plan shares are recognised as an expense together with a corresponding increase in the share based
24
Empire Resources Limited
Notes to the Financial Statements 30 June 2015
1.
Statement of Significant Accounting Policies (continued)
payments reserve or the share option reserve in equity over the vesting period. The proceeds received net of
any directly attributable transaction costs are credited to share capital when options are exercised.
The value of shares issued to employees financed by way of a non recourse loan under the employee Share
Plan is recognised with a corresponding increase in equity when the company receives funds from either the
employees repaying the loan or upon the loan termination, pursuant to the rules of the share plan. All shares
issued under the plan with non recourse loans are considered, for accounting purposes, to be options.
(m)
Trade and other receivables
All trade receivables are recognised at the amounts receivable as they are due for settlement no more than 30
days from the date of recognition.
Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible
are written off. An allowance for doubtful debts is raised where some doubt as to collection exists.
(n)
Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the
financial period which are unpaid and arise when the Group becomes obliged to make future payments in
respect of the purchase of these goods and services. The amounts are unsecured and are usually paid within
30 days of recognition.
(o)
Issued capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or
options are shown in equity as a deduction, net of tax, from the proceeds.
(p)
Leases
A distinction is made between finance leases, which effectively transfer from the lessor to the lessee
substantially all the risks and benefits incidental to ownership of leased non-current assets, and operating
leases under which the lessor effectively retains substantially all such risks and benefits
Operating lease payments are charged as expenses in the periods in which they are incurred, as this
represents the pattern of benefits derived from the leased assets.
(q)
Revenue Recognition
Amounts disclosed as revenue are net of duties and taxes paid. Revenue is recognised as follows:
(i)
Interest
Interest earned is recognised as and when it is receivable, including interest which is accrued and is readily
convertible to cash within two working days. Accrued interest is recorded as part of other debtors.
(ii)
Sundry income
Sundry income is recognised as and when it is receivable. Income receivable, but not received at balance date,
is recorded as part of other debtors.
(r)
Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST
incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as
part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the
Statement of Financial Position are shown inclusive of GST.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables
or payables in the statement of financial position.
Cash flows are included in the statement of cash flows on a gross basis and the GST component of cash flows
arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority
are classified as operating cash flows.
25
Empire Resources Limited
Notes to the Financial Statements 30 June 2015
1.
Statement of Significant Accounting Policies (continued)
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the
taxation authority.
(s)
Critical accounting estimates and judgements
The directors evaluate estimates and judgments incorporated into the financial report based on historical
knowledge and best available current information. Estimates assume a reasonable expectation of future events
and are based on current trends and economic data, obtained both externally and within the Group.
Key Estimates — Impairment
The Group assesses impairment at each reporting date by evaluating conditions specific to the group that may
lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is
determined. Value-in-use calculations performed in assessing recoverable amounts incorporate a number of
key estimates.
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the
equity instruments at the date at which they are granted. The fair value is determined using the Black and
Scholes model, using the assumptions detailed in Note 18.
The Group measures the cost of cash-settled share-based payments at fair value at the grant date using the
Black and Scholes formula taking into account the terms and conditions upon which the instruments were
granted, as discussed in Note 18.
This fair value is expensed over the period until vesting with recognition of a corresponding liability. The liability
is re-measured to fair value at each balance date up to and including the settlement date with changes in fair
value recognised in profit or loss.
(t)
Adoption of new and revised standards
Changes in accounting policies on initial application of Accounting Standards
In the year ended 30 June 2015, the Directors have reviewed all of the new and revised Standards and
Interpretations issued by the AASB that are relevant to the Group’s operations and effective for the current
annual reporting period.
It has been determined by the Directors that there is no impact, material or otherwise, of the new and revised
Standards and Interpretations on the Group’s business and, therefore, no change is necessary to Group
accounting policies.
The Directors have also reviewed all new Standards and Interpretations that have been issued but are not yet
effective for the year ended 30 June 2015. As a result of this review the Directors have determined that there is
no impact, material or otherwise, of the new and revised Standards and Interpretations on the Group’s business
and, therefore, no change necessary to Group accounting policies.
(u)
Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker. The chief operating decision maker, who is responsible for allocating resources and
assessing performance of the operating segments, has been identified as the Board of Directors of Empire
Resources Ltd.
The Group operates only in one business and geographical segment being predominantly in the area of
mineral exploration in Western Australia. The Group considers its business operations in mineral exploration
to be its primary reporting function.
(v)
Loss per share
Basic loss per share is calculated as net profit or loss attributable to members of the parent, adjusted to
exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the
weighted average number of ordinary shares, adjusted for any bonus element.
26
Empire Resources Limited
Notes to the Financial Statements 30 June 2015
1.
Statement of Significant Accounting Policies (continued)
Diluted loss per share is calculated as net loss attributable to members of the parent, adjusted for:
costs of servicing equity (other than dividends) and preference share dividends;
the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have
been recognised as expenses; and
other non-discretionary changes in revenues or expenses during the period that would result from the
dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and
dilutive potential ordinary shares, adjusted for any bonus element.
(w)
Parent Entity Financial Information
The financial information for the parent entity, Empire Resources Limited disclosed in Note 23 has been
prepared on the same basis as the Group.
2.
Revenue
3.
Loss from ordinary activities
4.
Income tax
(a)
Income tax recognised in loss
No income tax is payable by the parent or consolidated group as they both recorded losses for income tax
purposes for the year.
27
20152014$$RevenueInterest received4,040 2,010 Other income- 13,567 4,040 15,577 Consolidated20152014$$Loss before income taxThe loss from ordinary activities before income tax has been determined after:(a) ExpensesDepreciation1,921 3,213 Exploration costs expensed193,345 349,390 Consolidated
Empire Resources Limited
Notes to the Financial Statements 30 June 2015
4.
Income tax (continued)
A deferred tax asset attributable to income tax losses has not been recognised at balance date as the
probability criteria disclosed in Note 1(f) is not satisfied and such benefit will only be available if the conditions
of deductibility also disclosed in Note 1(f) are satisfied.
5.
Loss per share
28
(b)Numericalreconciliationbetweenincometax expense and the loss before income tax20152014$$Loss before tax(741,714)(980,394)Income tax benefit at 30% (2014:30%)222,514 294,118 Tax effect of:- deductible capital raising expenditure21,671 25,831 - non deductible expenditure(125,388)(45,998)- deductible temporary differences25,692 (24,225)- share based payment(32,067)(32,330)Deferred tax asset not recognised(112,422)(217,396)R&D tax incentive (from prior year)- 97,891 Income tax benefit attributable to loss from ordinary activities before tax- 97,891 Consolidated(c) Unrecognised deferred tax balancesTaxlossesattributabletomembersofthegroup-revenue13,249,327 12,882,322 Potential tax benefit at 30%3,974,798 3,864,697 Deferred tax asset not bookedAmounts recognised in statement of comprehensive income-employee provisions3,538 6,799 -other4,373 35,623 Amounts recognised in equity- share issue costs41,084 36,221 Net unrecognised deferred tax asset at 30%4,023,793 3,943,340 20152014CentsCentsBasic and diluted loss per share (cents per share)(0.33)(0.49)Loss used in the calculation of basic EPS(741,714)(882,503)Weighted average number of shares outstanding during the year used in calculations of basic loss per share223,469,969 179,933,592 Diluted loss per share has not been disclosed as it is not materially different from basic loss per shareConsolidated
Empire Resources Limited
Notes to the Financial Statements 30 June 2015
6.
Cash and cash equivalents
(i) Reconciliation of cash flow from operations with loss after income tax
7.
Trade and other Receivables
Provision for impairment of receivables
Current trade receivables are non-interest bearing and generally on 30 day terms. A provision for impairment
is recognised when there is objective evidence that an individual trade receivable is impaired. No receivables
are impaired at balance date.
29
20152014$$Cash at bank and in hand119,069 18,152 119,069 18,152 Consolidated20152014$$Loss after income tax(741,714)(882,503)Depreciation 1,921 3,213 Share based payments expense106,890 107,768 Profit on Sale of Investments- (13,567)Exploration expenditure not capitalised193,345 349,390 Share of loss of equity accounted investees417,732 153,065 (21,826)(282,634)Changes in assets and liabilities, net of the effects of purchase of subsidiaries:(Increase)/decrease in trade and other receivables84,526 (97,461)(Decrease)/increase in trade and other payables(59,084)103,058 (Decrease)/increase in employee benefits(207,994)(16,704)Net cash outflow from operating activities (204,378)(293,741)Consolidated20152014$$CurrentTrade receivables43,866 12,366 Other receivables8,117 97,891 51,983 110,257 Consolidated
Empire Resources Limited
Notes to the Financial Statements 30 June 2015
8.
Investments
(a) Investments accounted for using the Equity Method
The Group has reviewed the carrying value of its investment in FYI Resources Ltd and Barola Resources Ltd
and considers that it is not stated in excess of its recoverable amount in the accounts.
30
20152014$$Reconciliation of movements in investments accounted for using the equity method:Balance at 1 July282,600 459,439 Acquisitions325,001 - Share of loss(417,732)(153,065)Sale of shares- (23,774)Balance at 30 June 189,869 282,600 Consolidated2015201420152014Name of entityPrincipal activityCountry of incorporation%%$$Associated entityFYI Resources LtdMineral explorationAustralia17%19%384,000 540,000 Barola Resources LtdMineral explorationAustralia26%- 189,869 - Ownership interestMarket Value20152014$$Summarised financial information of associates:Financial positionTotal assets1,548,472 2,497,471 Total liabilities(632,849)(393,764)Net assets915,623 2,103,707 Group’s share of associates’ net assets189,869 398,737 Financial performanceTotal revenue250,000 42,685 Total loss for the year(2,332,881)(741,297)Group’s share of associates' loss(417,732)(153,065)Group’s share of associate’s compehensive loss- - Capitalcommitmentsandcontingentliabilitiesofassociate:Shareofcapitalcommitmentsincurredjointlywithother investors- 230,765 Shareofcontingentliabilitiesincurredjointlywithother investors- - Consolidated
Empire Resources Limited
Notes to the Financial Statements 30 June 2015
8.
Investments (continued)
(b) Investments in subsidiary
9.
Plant & equipment
10. Trade and other payables
(i) Trade payables are non-interest bearing and are normally settled on 30 day terms
(ii) Refer to note 16 for terms and conditions
31
Country of incorporationPercentage OwnedPercentage Owned20152014Controlled entity%%Parent Entity:Empire Resources LimitedAustraliaSubsidiary of Empire Resources Limited:Torrens Resources Pty LtdAustralia100 100 20152014$$Plant and Equipment Cost41,825 41,825 Accumulated depreciation(40,599)(38,678)1,226 3,147 Motor Vehicles Cost90,217 90,217 Accumulated depreciation(90,217)(90,217)- - Total Plant and Equipment1,226 3,147 Consolidated20152014$$Plant and EquipmentBalance at the beginning of year3,147 6,360 Depreciation expense(1,921)(3,213)Carrying amount at the end of the year1,226 3,147 ConsolidatedMovements in the carrying amounts of each class of property, plant & equipment at the beginning and end of the current financial period is as set out below:20152014$$Trade payables and accruals (i)166,891 313,432 Employee benefits and GST30,739 36,820 Director loans (ii)51,696 50,000 Other50,953 - 300,279 400,252 Consolidated
Empire Resources Limited
Notes to the Financial Statements 30 June 2015
11.
Issued capital
(a) Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company
in proportion to the number of and amounts paid on the shares.
On a show of hands every holder of ordinary shares present at a meeting, in person or by proxy, is entitled to
one vote, and upon a poll each share is entitled to one vote.
32
20152014$$259,201,475 (2014: 182,645,921) fully paid ordinary shares17,852,89117,170,103Consolidated20152014No.No.(i) Ordinary shares - numberAt 1 July182,645,921 171,645,921 Shareplacement-10,000,000on20September2013 at $0.02- 10,000,000 SharesissuedpursuanttoaFarm-inandJVAgreement-1,000,000on17December2013at$0.016- 1,000,000 Shareplacement-16,666,666on23October2014at $0.00916,666,666 - Shareplacement-16,666,666on3November2014 at $0.00916,666,666 - Shareplacement-11,111,111on20November2014 at $0.00911,111,111 - Shareplacement-11,000,000on9December2014 at $0.00911,000,000 - Shareplacement-11,111,111on31December2014 at $0.00911,111,111 - Shareplacement-10,000,000on26June2015at$0.0110,000,000 - Balance at 30 June259,201,475 182,645,921 Consolidated
Empire Resources Limited
Notes to the Financial Statements 30 June 2015
11. Issued capital (continued)
(b) Options
As at 30 June 2015 (30 June 2014: 33,000,000) the Company had the following options on issue over
ordinary shares:-
33
20152014$$(ii) Ordinary shares – valueAt 1 July 17,170,103 16,970,103 Shareplacement-10,000,000on20September2013 at $0.02- 200,000 SharesissuedpursuanttoaFarm-inandJVAgreement-1,000,000on17December2013at$0.016- 16,000 Shareplacement-16,666,666on23October2014at $0.009150,000 - Shareplacement-16,666,666on3November2014 at $0.009150,000 - Shareplacement-11,111,111on20November2014 at $0.009100,000 - Shareplacement-11,000,000on9December2014 at $0.00999,000 - Shareplacement-11,111,111on31December2014 at $0.009100,000 - Shareplacement-10,000,000on26June2015at$0.01100,000 - Less share issue costs(16,212)(16,000)Balance at 30 June17,852,891 17,170,103 ConsolidatedGrant DateDate of ExpiryExercise Price $Number under Option27-Jun-1331-Aug-160.04 10,000,000 28-Jun-1331-Aug-160.05 10,000,000 29-Jun-1331-Aug-160.06 10,000,000 30,000,000
Empire Resources Limited
Notes to the Financial Statements 30 June 2015
12. Reserves
The options reserve is used to recognise the fair value of option issued to Directors, employees and
consultants but not exercised.
Details of certain components of the option reserve arising as a consequence of equity based payments are
included in Note 18.
13. Financial risk management
The Group’s financial situation is not complex. It’s activities may expose it to a variety of financial risks in the
future: market risk (including currency risk and fair value interest rate risk), credit risk, liquidity risk and cash
flow interest rate risk. At that stage the Group’s overall risk management program will focus on the
unpredictability of the financial markets and seek to minimise potential adverse effects on the financial
performance of the Group.
Risk management is carried out under an approved framework covering a risk management policy and internal
compliance and control by management. The Board identifies, evaluates and approves measures to address
financial risks.
The Group hold the following financial instruments:
(a) Market risk
Cash flow and fair value interest rate risk
The Group’s main interest rate risk arises from cash deposits to be applied to exploration and development of
areas of interest. Deposits at variable rates expose the Group to cash flow interest rate risk. Deposits at fixed
rates expose the Group to fair value interest rate risk. During 2015 and 2014, the Group’s deposits at variable
rates were denominated in Australian Dollars.
34
20152014$$Reserves1,118,917 1,012,027 Reserves comprise the following:Options reserveBalance as at start of financial year1,012,027 904,259 Share-based payment106,890 107,768 Balance as at end of the financial year1,118,917 1,012,027 Consolidated20152014$$Financial assetsCash and cash equivalents119,069 18,152 Trade and other receivables51,983 110,257 Term deposit20,000 20,000 191,052 148,409 Financial liabilitiesTrade and other payables300,279 400,252
Empire Resources Limited
Notes to the Financial Statements 30 June 2015
13. Financial risk management (continued)
As at the reporting date, the Group had the following variable rate deposits and there were no interest rate
swap contracts outstanding:
The Group analyses its interest rate exposure on a dynamic basis. Various scenarios are simulated taking into
the renewal of existing positions.
Sensitivity – Consolidated and Parent entity
During 2015, if interest rates had been 1% higher or lower than the prevailing rates realised, with all other
variables held constant, there would be an immaterial change in post-tax loss for the year. Equity would not
have been impacted.
(b) Credit risk
The Group has no significant concentrations of credit risk. Cash transactions are limited to high credit quality
financial institutions.
Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and
financial institutions, as well as credit exposures on outstanding receivables and committed transactions. In
relation to other credit risk areas management assesses the credit quality of the customer, taking into account
its financial position, past experience and other factors.
The maximum exposure to credit risk at the reporting date is the carrying amount of the financial assets as
summarised at the beginning of this note.
(c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash, the availability of funding through an
adequate amount of committed credit facilities and the ability to close-out market positions. The Group
manages liquidity risk by continuously monitoring forecast and actual cash flows and matching the maturity
profiles of financial assets and liabilities. The Group will aim at maintaining flexibility in funding by accessing
appropriate committed credit lines available from different counterparties where appropriate and possible.
Surplus funds when available are generally only invested in high credit quality financial institutions in highly
liquid markets.
Financing arrangements
The Consolidated and Parent entity have short term loans from Directors. Details are included in Note 16.
35
%$%$Deposit20,000 20,000 Other cash available119,069 18,152 Net exposure to cash flow interest rate risk2.2%139,069 2.2%38,152 20152014
Empire Resources Limited
Notes to the Financial Statements 30 June 2015
13. Financial risk management (continued)
Maturities of financial assets and liabilities
The note above analyses the Consolidated and parent entity's financial liabilities. The liabilities comprise trade
and other payables that are non interest bearing and will mature within 12 months and Director loans that are
interest bearing and will be repaid from the proceeds of a future share placement of ordinary shares. The
amounts disclosed are the contractual undiscounted cash flows. There are no derivatives.
36
30 June 2015Weighted Average Effective Interest RateFloating Interest RateFixed Interest Rate Maturing Within Year1 to 5 YearsOver 5 YearsNon-interest bearingTotal$$$$$$Financial Assets:Cash and cash equivalents2.2%119,069 - - - - 119,069 Trade and other receivables- - - - 51,983 51,983 Other financial assets- 20,000 - - - 20,000 Total Financial Assets119,069 20,000 - - 51,983 191,052 Financial Liabilities:Trade and other payables- - - - 248,583 248,583 Short-term borrowings51,696 - - - - 51,696 Total financial liabilities51,696 - - - 248,583 300,279 30 June 2014Weighted Average Effective Interest RateFloating Interest RateFixed Interest Rate Maturing Within Year1 to 5 YearsOver 5 YearsNon-interest bearingTotal$$$$$$Financial Assets:Cash and cash equivalents2.2%18,152 - - - - 18,152 Trade and other receivables- - - - 110,257 110,257 Other financial assets- 20,000 - - - 20,000 Total Financial Assets18,152 20,000 - - 110,257 148,409 Financial Liabilities:Trade and other payables- - - - 350,252 350,252 Short-term borrowings50,000 - - - - 50,000 Total financial liabilities50,000 - - - 350,252 400,252
Empire Resources Limited
Notes to the Financial Statements 30 June 2015
13. Financial risk management (continued)
Maturity analysis of financial assets and liability based on management’s expectation
(d) Fair value estimation
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or
for disclosure purposes.
The fair value of financial instruments that are not traded in an active market (for example, investments in
unlisted subsidiaries) is determined using valuation techniques or cost (impaired if appropriate). The Group
uses a variety of methods and makes assumptions that are based on market conditions existing at each
balance date.
The carrying value less impairment provision of trade receivables and payables are assumed to approximate
their fair values due to their short-term nature.
14. Capital and Leasing Commitments
37
Year ended 30 June 2015<6 months6-12 months1-5 years>5 yearsTotalConsolidatedFinancial assetsCash & cash equivalents119,069 - - - 119,069 Trade & other receivables51,983 - - - 51,983 Other financial assets- 20,000 - - 20,000 171,052 20,000 - - 191,052 Financial liabilitiesTrade & other payables(248,583)- - - (248,583)Short-term borrowings(51,696)- - - (51,696)(300,279)- - - (300,279)Net maturity(129,227)20,000 - - (109,227)20152014$$(i) Operating Lease Commitments Non-cancellableoperatingleasescontractedforbut not capitalised in the financial statements Payable - minimum lease payments - not later than 12 months60,012 39,852 - between 12 months and 5 years5,001 43,173 - greater than 5 years- - 65,013 83,025 Thecompanyenteredintoanoperatingleaseon1August2007forofficespaceitoccupiesinVictoriaPark.Thefourthtermoftheleaseis2yearsandexpires on 31 July 2016. Consolidated
Empire Resources Limited
Notes to the Financial Statements 30 June 2015
14. Capital and Leasing Commitments (continued)
These commitments are based on the Group holding the tenements for the next 5 years.
15. Directors and other key management personnel
(i) Details of Key Management Personnel
Chairman – non-executive
Mr T Revy (from 8 January 2010)
Managing Director
Mr D Sargeant (from 13 April 2000)
Executive director
Mr A Jessup (from 15 August 2003)
(ii) Compensation of Key Management Personnel
The amounts outstanding to Key Management Personnel at the reporting date are included in Note 16.
16. Related Parties
Directors and executives
Disclosures relating to the remuneration and shareholdings of directors and executives are set out in the
Directors’ Report.
38
20152014$$(ii) Expenditure commitments contracted for:Exploration TenementsInordertomaintaincurrentrightsoftenuretoexplorationtenements,theCompanyisrequiredtooutlayrentalsandtomeettheminimumexpenditurerequirements.Theseobligationsarenotprovidedforinthefinancialstatementsandarepayable:- not later than 12 months47,769 307,001 - between 12 months and 5 years191,076 1,228,004 - greater than 5 years- - 238,845 1,535,005 Consolidated20152014$$Short-term employee benefits9,091 78,300 9,091 78,300 Consolidated
Empire Resources Limited
Notes to the Financial Statements 30 June 2015
16. Related Parties (continued)
Other transactions with directors, their associates and director related entities are as follows:
The amounts received from Directors as unsecured loans are expected to be repaid from the proceeds of a
future share placement of ordinary shares. A coupon interest rate equivalent to the Australian Government
Bond 2 year yield will be calculated at each month end and will be payable on maturity.
39
20152014$$Amounts payable to Key Management PersonnelKirkdale Holdings Pty Ltd - Mr D Sargeant- 10,722 Murilla Exploration Pty Ltd - Mr A Jessup- 11,650 Mr T Revy- 42,000 - 64,372 Amounts received from Directors as unsecured loansDW Sargeant Pty Ltd - Mr D Sargeant20,585 30,000 Mr A Jessup31,111 20,000 Total51,696 50,000 ConsolidatedRelated partyRevenue from Related PartiesReimbursement of Expenditure Related PartiesAmounts owed by Related Parties as at 30 JuneAmounts Owed to Related parties as at 30 June$$$$ConsolidatedAssociate:FYI Resources Ltd2015- 22,665 1,744 - 2014- 68,323 12,366 - Barola Resources Ltd2015- 36,888 40,577 - 2014- - - - AssociateThe Group has a 17% interest in FYI Resources Limited (2014: 19%).The Group has a 26% interest in Barola Resources Limited (2014: Nil).The following table provides the total amount of transactions that were entered into with related parties for the relevant financial year:
Empire Resources Limited
Notes to the Financial Statements 30 June 2015
17. Remuneration of auditors
The auditor of Empire Resources Ltd is HLB Mann Judd.
18. Share Based Payments
(a) Option plan
The Company has established an option share plan, which is also available to directors, employees and some
consultants, known as the 2010 Empire Resources Option Plan and was approved by shareholders on 25
June 2010. The Empire Resources Option Plan is not currently active insofar as there have been no option
issues in the last two years and shareholder renewal, which is required every three years, has not been
sought.
The following table illustrates the number and weighted average exercise prices of and movements in share
options issued during the year:
On 9 August 2014, 1,500,000 unlisted options expired. On 28 November 2014, 1,500,000 options expired.
The fair value of the equity-settled share options is estimated as at the date of grant using the Black and
Scholes model taking into account the terms and conditions upon which the options were granted.
40
20152014$$AmountsreceivedordueandreceivablebyHLBMann Judd for:Audit or review of the financial reports of the Company26,700 22,175 Other services- - 26,700 22,175 ConsolidatedNumberWeighted average exercise priceNumberWeighted average exercise price2015201520142014Outstanding at the beginning of the year33,000,000 $0.0533,000,000 $0.05Expired during the year(3,000,000)$0.09- $0.00Outstanding at the end of the year30,000,000 $0.0533,000,000 $0.05Exercisable at the end of the year- -
Empire Resources Limited
Notes to the Financial Statements 30 June 2015
18. Share Based Payments (continued)
The following table lists the inputs to the model used for the years ended 30 June 2015 and 30 June 2014:
(b) Expenses arising from share-based payment transactions
Total expenses arising from share-based payment transactions recognised during the period were as follows:
19. Segment Information
Operating segments are reported in a manner that is consistent with the internal reporting provided to the
chief operating decision maker. The chief operating decision maker has been identified as the Board of
Empire Resources Ltd.
Consistent with prior year, the Group operates only in one business and geographical segment being
predominantly in the area of mining and exploration in Australia. The Group considers its business
operations in mineral exploration to be its primary reporting function.
20. Contingent assets
Penny's Find
The Company entered into a sale agreement in March 2011 for the Penny’s Find gold project with Brimstone
Resources Limited (Brimstone) and Brimstone paid the Company $500,000 as part of its obligations under that
agreement. The March 2011 agreement was superseded by an agreement entered into in February 2012.
The February 2012 agreement:
acknowledged the previous cash payment of $500,000 (GST inclusive) to earn a 40% interest in the
project; and
required Brimstone to conduct of a 4 hole drilling programme to be completed by 31 March 2012; and
gave Brimstone the right to earn a 51% interest in the project by incurring exploration and development
expenditure of a further $750,000 by 30 September 2012; and
gave Brimstone the right to earn a 75% interest in the project by incurring exploration and development
expenditure of a further $750,000 by 30 June 2013; and
subject to compliance with the previous earning requirements, gave Brimstone an election to purchase
100% of the project for $2.5 million plus a 2% gross royalty on gold produced in excess of the current
JORC resource of 52,500 ozs gold. The royalty would only apply when the gold price is above A$700/oz
and would not exceed A$50 per ounce of gold recovered.
The Company has advised Brimstone that in the opinion of the Company, Brimstone has failed to comply
with its earn in obligations and the Company has reserved its rights in relation to that matter. In the opinion
of the Company, Brimstone has failed to earn a 51% interest in the project and Brimstone has either:
forfeited the 40% interest it previously acquired by failing to adequately conduct the 4 hole drilling
programme; or
retained its 40% interest in the project.
41
20152014$$Share based payments106,890 107,768 ConsolidatedGrant DateExpiry dateExercise priceVesting PeriodFair value at grant date of optionsExpected VolatilityOption lifeDividend yieldRisk-free interest rateGrant date share priceConsultant options09-Aug-1109-Aug-14$0.0909-Aug-14$0.03106%3 years0%4.75%$0.05Consultant options27-Jun-1331-Aug-16$0.0431-Aug-16$0.01150%3.2 years0%3.00%$0.02Consultant options27-Jun-1331-Aug-16$0.0531-Aug-16$0.01150%3.2 years0%3.00%$0.02Consultant options27-Jun-1331-Aug-16$0.0631-Aug-16$0.01150%3.2 years0%3.00%$0.02
Empire Resources Limited
Notes to the Financial Statements 30 June 2015
20. Contingent assets (continued)
The Company does not believe that Brimstone has earned a 51% interest in the project and the percentage
interest earned by Brimstone in the project is subject to dispute. The parties have been moving towards
executing a formal joint venture on the basis of Empire 60% (Manager) and Brimstone 40%.
21. Contingent liabilities
In June 2015, Kirkdale Holdings Pty Ltd waived its entitlement to directors’ fees of $109,790 for services
rendered from 1 July 2014 through to 31 December 2014, Murilla Exploration Pty Ltd. waived its entitlement to
directors’ fees of $119,790 for services rendered from 1 July 2014 through to 31 December 2014 and Tom
Revy waived his entitlement to directors’ fees of $52,500 for services rendered from 1 October 2013 through to
31 December 2014.
In June 2015, the Exploration Manager waived his entitlement to $254,005 of salary and superannuation.
Payment of these Director fees and salary and superannuation entitlements is contingent on the Company
receiving additional funding in excess of $1 million.
22. Events after the Balance Date
In July 2015, the Company received an unsecured loan from David Sargeant for $50,000 which is expected
to be repaid from the proceeds of a future share placement of ordinary shares. A coupon interest rate
equivalent to the Australian Government Bond 2 year yield will be calculated at each month end and will be
payable on maturity.
In August 2015, the Company received an unsecured loan from a third party for $50,000 which is expected
to be repaid from the proceeds of a future share placement of ordinary shares. A coupon interest rate of
2% per month for the term of the loan will be calculated at each month end and will be payable on maturity.
In September 2015 the Company entered into a signed agreement whereby it has agreed to sell 3,224,813
shares held in equity accounted Barola Resources Ltd for $225,000. The Company expects to receive
further offers for the remaining 2,508,187 shares it owns in that company, at the same price. The
agreements are/will be subject to certain conditions, including completion of a due diligence on Barola
Resources Ltd by the purchaser and the execution of a formal mining joint venture agreement between the
Company and Brimstone Resources Ltd, for the development of the Penny’s Find project.
Other than this, there has not been any matter or circumstance not otherwise dealt with in the financial
report that has significantly affected or may significantly affect the Company.
42
Empire Resources Limited
Notes to the Financial Statements 30 June 2015
23. Parent Entity Financial Information
The individual financial statements for the parent entity show the following aggregate amounts:
43
20152014ASSETS$$CURRENT ASSETSCash and cash equivalents119,069 18,152 Trade and other receivables51,983 110,257 Other financial assets20,000 20,000 Total Current Assets191,052 148,409 NON-CURRENT ASSETSTrade and other receivables949 706 Investments accounted for using the equity method189,869 282,600 Plant and equipment1,226 3,147 Total Non-Current Assets192,044 286,453 TOTAL ASSETS383,096 434,862 LIABILITIESCURRENT LIABILITIESTrade and other payables300,279 400,252 Total Current Liabilities300,279 400,252 TOTAL LIABILITIES300,279 400,252 NET ASSETS82,817 34,610 EQUITYIssued capital17,852,891 17,170,103 Reserves1,118,917 1,012,027 Accumulated losses(18,888,991)(18,147,520)TOTAL EQUITY82,817 34,610 Loss before income tax expense(741,471)(980,158)Income tax benefit- 97,891 Other comprehensive loss for the year, net of tax- - Total comprehensive loss for the year(741,471)(882,267)Parent Entity
DIRECTORS’ DECLARATION
1. In the directors’ opinion:
(a)
the financial statements and notes set out on pages 16 to 43 are in accordance with the Corporations
Act 2001 including:
(i)
(ii)
complying with Australian Accounting Standards (including
the Australian Accounting
Interpretations), the Corporations Regulations 2001, professional reporting requirements and
other mandatory requirements; and
giving a true and fair view of the Group’s financial position as at 30 June 2015 and of its
performance for the financial year ended on that date.
(b)
there are reasonable grounds to believe that the Company will be able to pay its debts as and when
they become due and payable.
(c)
the financial statements and notes thereto are in accordance with International Financial Reporting
Standards issued by the International Accounting Standards Board.
2. The directors have been given the declarations by the Chief Executive Officer and the Chief Financial
Officer required by section 295A of the Corporations Act 2001 for the financial year ended 30 June 2015.
This declaration is made in accordance with a resolution of the directors.
___________________
David Sargeant
Director
Perth, Western Australia
28 September 2015
44
INDEPENDENT AUDITOR’S REPORT
To the members of Empire Resources Limited
Report on the Financial Report
We have audited the accompanying financial report of Empire Resources Limited (“the company”),
which comprises the statement of financial position as at 30 June 2015, the statement of
comprehensive income, the statement of changes in equity and the statement of cash flows for the
year then ended, notes comprising a summary of significant accounting policies and other
explanatory information, and the directors’ declaration for the Group. The consolidated entity
comprises the company and the entities it controlled at the year’s end or from time to time during the
financial year.
Directors’ responsibility for the financial report
The directors of the company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act
2001 and for such internal control as the directors determine is necessary to enable the preparation
of the financial report that is free from material misstatement, whether due to fraud or error.
In Note 1(a), the directors also state, in accordance with Accounting Standard AASB 101:
Presentation of Financial Statements, that the financial report complies with International Financial
Reporting Standards.
Auditor’s responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted
our audit in accordance with Australian Auditing Standards. Those standards require that we comply
with relevant ethical requirements relating to audit engagements and plan and perform the audit to
obtain reasonable assurance whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures
in the financial report. The procedures selected depend on the auditor’s judgement, including the
assessment of the risks of material misstatement of the financial report, whether due to fraud or
error. In making those risk assessments, the auditor considers internal control relevant to the Group’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 internal control. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by the directors, as well as
evaluating the overall presentation of the financial report.
Our audit did not involve an analysis of the prudence of business decisions made by directors or
management.
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.
HLB Mann Judd (WA Partnership) ABN 22 193 232 714
Level 4, 130 Stirling Street Perth WA 6000. PO Box 8124 Perth BC 6849 Telephone +61 (08) 9227 7500. Fax +61 (08) 9227 7533.
Email: hlb@hlbwa.com.au. Website: http://www.hlb.com.au
Liability limited by a scheme approved under Professional Standards Legislation
HLB Mann Judd (WA Partnership) is a member of
International, a worldwide organisation of accounting firms and business advisers.
45
Auditor’s opinion
In our opinion:
(a) the financial report of Empire Resources Limited is in accordance with the Corporations Act
2001, including:
(i) giving a true and fair view of the Group’s financial position as at 30 June 2015 and of its
performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations
2001; and
(b) the financial report also complies with International Financial Reporting Standards as
disclosed in Note 1(a).
Emphasis of Matter
Without qualifying our opinion, we draw attention to Note 1 (b) in the financial report which indicates
that the directors anticipate that a further equity raising will be required and will be completed in the
year to meet the ongoing working capital requirements of the consolidated entity. Should this equity
raising not be completed, there is a material uncertainty that may cast significant doubt as to whether
the Group will be able to continue as a going concern and, therefore, whether it will be able to realise
its assets and extinguish its liabilities in the normal course of business.
Report on the Remuneration Report
We have audited the remuneration report included in the directors’ report for the year ended 30 June
2015. 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.
Auditor’s opinion
In our opinion the remuneration report of Empire Resources Limited for the year ended 30 June 2015
complies with section 300A of the Corporations Act 2001.
HLB Mann Judd
Chartered Accountants
Perth, Western Australia
28 September 2015
D I Buckley
Partner
46
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the consolidated financial report of Empire Resources Limited for the
year ended 30 June 2015, I declare that to the best of my knowledge and belief, there have been no
contraventions of:
a)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
and
b)
any applicable code of professional conduct in relation to the audit.
Perth, Western Australia
28 September 2015
D I Buckley
Partner
HLB Mann Judd (WA Partnership) ABN 22 193 232 714
Level 4, 130 Stirling Street Perth WA 6000. PO Box 8124 Perth BC 6849 Telephone +61 (08) 9227 7500. Fax +61 (08) 9227 7533.
Email: hlb@hlbwa.com.au. Website: http://www.hlb.com.au
Liability limited by a scheme approved under Professional Standards Legislation
HLB Mann Judd (WA Partnership) is a member of
International, a worldwide organisation of accounting firms and business advisers.
47
ASX ADDITIONAL INFORMATION
Additional information required by the Australian Stock Exchange Ltd and not shown elsewhere in this report is
as follows. The information is current as at 23 September 2015.
(a) Distribution of shares
The numbers of shareholders, by size of holding are:
The number of shareholdings held in less than marketable parcels is 453.
(b) Twenty largest shareholders
The names of the twenty largest holders of quoted shares are:
(c) Substantial Shareholder
48
NumberCategory (size of holding)of Holders1 - 1,000241,001 - 5,000655,001 - 10,00012210,001 - 100,000337100,001 - and over208756SHAREHOLDERSNumber of shares held% Holding1 HSBC CUSTODY NOMINEES 20,833,332 8.04%2 FITALL GROUP LTD 20,000,000 7.72%3 BLAMNCO TRADING PTY LTD 20,000,000 7.72%4 MANDARA CAPITAL PTY LTD 12,100,000 4.67%5 TJUN TJUN PTY LTD 11,666,666 4.50%6 MEGABAY HOLDINGS PTY LTD 10,000,000 3.86%7 TRONES INVESTMENTS PTY LTD 5,915,000 2.28%8 ARMCO BARRIERS PTY LTD 5,500,000 2.12%9 MARTINI 5 PTY LTD 5,300,010 2.04%10 DETROIT EQUITIES INC 5,000,000 1.93%11 RBJ NOMINEES PTY LTD 5,000,000 1.93%12 WA SOURCING PTY LTD 4,444,446 1.71%13 PRB MCDONALD PTY LTD 4,166,666 1.61%14 KIRKDALE HOLDINGS PTY LTD 3,300,000 1.27%15 AGENS PTY LTD 3,275,806 1.26%16 MEEKAL PTY LTD 3,098,333 1.20%17 A N SUPERANNUATION PTY LTD 3,000,000 1.16%18 XAVIA NOMINEES PTY LTD 2,777,778 1.07%19 WESTORIA RESOURCE INVESTMENTS 2,700,000 1.04%20 RESOURCE ASSETS PTY LTD 2,400,000 0.93%150,478,03758.06%ShareholderNumber of sharesHSBC CUSTODY NOMINEES 20,833,332FITALL GROUP LTD 20,000,000BLAMNCO TRADING PTY LTD 20,000,000
ASX ADDITIONAL INFORMATION
(d) Stock Exchange Listing
Listing has been granted for all the ordinary shares of the company on all Member Exchanges of the Australian
Stock Exchange Limited.
Quoted shares on ASX and total issued share capital
259,201,475
(e) Voting rights
All shares carry one vote per unit without restriction.
(f) Unlisted options
Options issued to William Buck Financial Services (WA) Pty Ltd:-
Tranche 1 - 10 Million options with an exercise price of 4 cents
each, when the share price maintains a 30 day VWAP of 4 cents
or more-expiring 31 Aug 2016
10,000,000
Tranche 2 - 10 Million options with an exercise price of 5 cents
each, when the share price maintains a 30 day VWAP of 5 cents
or more-expiring 31 Aug 2016
10,000,000
Tranche 3 - 10 Million options at an exercise price of 6 cents
each, when the share price maintains a 30 day VWAP of 6 cents
or more-expiring 31 Aug 2016
10,000,000
49
ASX ADDITIONAL INFORMATION
INTERESTS IN MINING AND EXPLORATION TENEMENTS
AT 25 SEPTEMBER 2015
PROJECT
TENEMENT
INTEREST
REMARKS
PENNY'S FIND
YUINMERY
E27/410
E27/420
M27/156
P27/1722
P27/1723
P27/1724
P27/1725
P27/1726
P27/1727
P27/1728
P27/1729
P27/1730
P27/1814
P27/1922
P27/1923
P27/2007
P27/2008
L27/90
M57/265
P57/1214
P57/1215
P57/1216
P57/1217
E57/1037
LAVERTON
E38/3075
60%
60%
60%
60%
60%
60%
60%
60%
60%
60%
60%
60%
60%
60%
60%
60%
60%
60%
100%
100%
100%
100%
100%
100%
100%
50