Cover image: Carbon-in-leach (CIL)
tanks at the Mollehuaca plant
CORPORATE DIRECTORY
COMMISSIONERS GOLD LIMITED
ABN 95 112 425 788
ASX: CGU
Directors
Share Register
Chris Battye Executive Chairman
Boardroom Pty Limited
Robert Waring Non-Executive Director
Level 7, 207 Kent Street, SYDNEY NSW 2000,
Wesley Harder Non-Executive Director
GPO Box 3993, SYDNEY NSW 2001
Management
Jason Needham Exploration Manager & COO
Telephone: 1300 737 760
Facsimile: 1300 653 459
Keith Taylor Company Secretary
Solicitor
David Clark Chief Financial Officer
O’Loughlins Lawyers
Level 2, 99 Frome Street, ADELAIDE SA 5000
Registered and Principal Office
Banker
Suite 605, 1 Railway Street,
St George Bank
CHATSWOOD NSW 2067 Australia
Westpac Banking Corporation
Telephone: +61 2 9410 3445
Facsimile: +61 2 9410 0458
info@commissionersgold.com.au
www.commissionersgold.com.au
Auditor
KS Black & Co. Chartered Accountants
Level 6, 350 Kent Street, SYDNEY NSW 2000
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
1
LETTER TO SHAREHOLDERS
Dear Fellow Shareholder
Over the past 12 months your Board has led the transition of the Company from junior explorer (funded by dilutive future
capital raisings) to the point of being a cash generating unit capable of funding exploration and project development in part
or in whole from its own gold production cash flow.
As you are aware, we sought and found a low risk favourable mining jurisdiction in Peru and quickly focussed on becoming
a modest gold producer by investing in Goldsmith Resources SAC, for a 25% interest. In joint venture with Australia Gold
Corporation and SC Investments, Commissioners Gold completed a $1.8m refurbishment of the Mollehuaca Gold Plant.
Project management, legal, accounting, engineering, geology, security and logistics expertise is all in place. Indeed, the
Goldsmith Resources management team was significantly strengthened post balance date, to boost our capability in the
gold mining business.
Five critical new managers were appointed, responsible for Lead Project, Mining, Mine Geology, Finance and Permitting.
In addition, Australian engineering and completion expertise have been added through a residential Lead Project Manager,
responsible for overseeing the overall execution of the mining and treatment projects. Our Australian Lead Project Manager
is supported by a bilingual assistant.
With the completion of plant commissioning at Mollehuaca, gold production will be ramped up to a forecast 8,700-10,400
ounces per annum of gold in 2x carbon-in-leach (CIL) circuits. Inclusion of the flotation circuit is forecast to increase gold
production to around 14,200-17,100 ounces per annum.
Your Company’s wider strategic plan in Peru has been to identify satellite mines either in production or with near-term
production potential, offering a modest entry cost and scalability. Both Saulito and Eladium projects met this Company
criteria and will provide multiple sources of high grade ore to the plant.
Saulito, our first satellite development, is a high grade gold and copper-gold mesothermal vein system currently in low
tonnage production. It contains at least two mineralised corridors. The target head grade is a promising 12 to 16 g/t gold.
The Company’s Peruvian cash flow will empower CGU to pursue larger opportunities there, to re-invest in potentially
company-making projects identified during the 2012-2013 Joint Venture with Australia Gold. We have a number of the
following projects in the negotiation pipeline: Piura Au-Ag-Pb (Cu-Zn); Duarco Au-Ag-Cu-Pb; Huaraz Ag (Pb-Zn±Au);
Ananea placer Au; Tambo Cu-Au; and Acari Cu-Au.
Back home in New South Wales we have not been idle on the former BHP goldmine at ‘Cowarra’. Field trips and concept
studies continue the investigation into the feasibility of extracting a bulk sample of around 9,000 tonnes (at around 15 g/t
gold), after re-entering and rehabilitating the existing workings. It is anticipated the 240N Winze would be opened up to
access the Ambassador Adit with a view to rehabilitating the Ambassador shaft. A small (2.5m x 2.5m) decline is however
the preferred option in the longer term, which would provide flexibility to continue to the west to pick up the Victoria lode
and to investigate the Independent lode on the way through.
Your Board continues firmly of the view, in the face of difficult equity markets, that CGU’s Peruvian investment remains the
most timely and cost effective platform from which to propel the Company into gold production.
Yours sincerely,
Chris Battye
Executive Chairman
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
2
TABLE OF CONTENTS
CORPORATE DIRECTORY ........................................................................................................... 1
LETTER TO SHAREHOLDERS ...................................................................................................... 2
DIRECTORS’ REPORT .................................................................................................................. 4
INTERESTS IN THE SHARES AND OPTIONS OF THE COMPANY .......................................... 6
OPERATIONS REPORT ............................................................................................................. 8
REMUNERATION REPORT (Audited) ...................................................................................... 13
SCHEDULE OF TENEMENTS...................................................................................................... 18
CORPORATE GOVERNANCE STATEMENT ............................................................................... 19
AUDITOR’S INDEPENDENCE DECLARATION ........................................................................... 22
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME ....................... 23
STATEMENT OF FINANCIAL POSITION ..................................................................................... 24
STATEMENT OF CHANGES IN EQUITY ..................................................................................... 25
STATEMENT OF CASHFLOWS ................................................................................................... 26
NOTES TO THE FINANCIAL STATEMENTS ............................................................................... 27
DIRECTORS’ DECLARATION ...................................................................................................... 57
INDEPENDENT AUDITORS REPORT ......................................................................................... 58
ADDITIONAL SHAREHOLDER INFORMATION ........................................................................... 60
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
3
DIRECTORS’ REPORT
Your Directors submit the annual financial report of Commissioners Gold Limited for the financial year ended 30 June
2013. In order to comply with the provisions of the Corporations Act, the Directors’ report as follows:
Directors
The names of Directors who held office during or since the end of the year and until the date of this report are as follows.
Directors were in office for this entire period unless otherwise stated.
Christopher Battye
(appointed 19 August 2005)
Wesley Harder
(appointed 17 February 2010)
Robert J Waring
(appointed 29 November 2010)
Names, qualifications, experience and special responsibilities
Christopher Battye
Executive Chairman
Qualifications: BLegS
Mr Battye provided the impetus in founding Commissioners Gold Limited in 2005 as a New South Wales focused gold
exploration company. He worked as a machine sapphire miner on the Anakie Field, Queensland before admission as a
solicitor in 1984. Chris has worked for a major law firm in Sydney as well as regional law firms in Bathurst and Ballina. In
the late eighties, he purchased one of the oldest Sydney practices, transforming it into a low cost high volume retail
conveyancing business with five outlets.
Wesley Harder
Non-Executive Director
Qualifications: BSc. Dip SIA. MAusIMM
Mr Harder is a former gold analyst with Jackson Ltd Stockbrokers and has also worked as a gold, mining and resource
analyst with stockbrokers Ord Minnett and Frank Renouf. He has also worked as a field exploration geologist for some 15
years in Australia and its near neighbours searching for a range of mineral commodities including gold, copper, uranium
and coal for major companies such as Placer Prospecting, Newmont Mining Inc., and Pancontinental Mining Limited. He
was a founding Director and CEO of Zinico Resources NL and its successors for a period of seven years and has conducted
his own consultancy firm for many years. Mr Harder is also Director and Exploration Manager at Orpheus Energy Limited
(ASX: OEG).
Robert Waring
Non-Executive Director
Qualifications: BEc (Sydney), CA, FCIS, FFin, MAusIMM, FAICD
Mr Waring’s experience has been gained over 35 years in financial and corporate roles including 20 years in company
secretarial roles for ASX listed companies and 16 years as a Director of ASX listed companies. Mr Waring has had 29
years’ experience in the mining industry and prior to that, nine years with an international firm of chartered accountants.
He is a Director of the Oakhill Hamilton Pty Ltd, a group which provides corporate advisory and company secretarial
services to a range of listed and unlisted companies. He was a Director of ASX listed PlatSearch NL for 15 years up until
31 December 2010.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
4
Management
Jason Needham
Exploration Manager & Chief Operations Officer
Qualifications: BSc (Hons), MAIG
A geologist with more than 13 years’ experience in the resource exploration industry, Jason Needham’s career has
spanned a range of gold, mineral sands, coal, gas and geothermal projects in eastern Australia. He was most recently
Exploration Manager for an international gas company in Australia, and has worked for listed resources entities, exploration
and engineering consultancies and the Geological Survey of NSW. Jason is a member of the Australian Institute of
Geoscientists.
Keith Taylor
Company Secretary
Qualifications: MCom, MBA, CPA, FCIS, FFin.
Mr Taylor is an experienced company secretary having previously served ASX listed company boards and a number of
private companies. Keith is a consultant for Novus Capital Limited, a licensed dealer in securities. His previous positions
have included work at the Australian Securities Commission and eight years with an Australian Merchant Bank providing
advice on mergers and acquisitions, tax effective funding and corporate restructuring.
David Clark
Chief Financial Officer
Qualifications: CA, CPA, ACS, B Comm. (UNSW), MBA Executive (AGSM), Registered Tax Agent
Mr Clark is a Chartered Accountant, Chartered Secretary and Registered Tax Agent of over fifteen (15) years standing and
holds a Bachelor of Commerce degree from UNSW and a Master of Business of Administration (Executive) from the
Australian Graduate School of Management. Mr Clark is principal of D.W. Clark & Co., Chartered Accountant, an
innovative, results-driven chartered accounting practice providing corporate financial, taxation and secretarial services and
advice to listed and unlisted companies in the mineral exploration and oil and gas industries.
Figure 1: CGU Director Wes Harder at the Mollehuaca Plant in Peru
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
5
INTERESTS IN THE SHARES AND OPTIONS OF THE COMPANY
Directors’ Shareholdings
The relevant interest in ordinary shares in the Company held by each Director of the Company as at the date of this report
is as follows:
30 June 2013
Chris Battye
Wesley Harder
Robert Waring 1
Total
30 June 2012
Chris Battye
Robert McCauley 2
Wesley Harder
Robert Waring
Total
Balance at
beginning of the
Year
8,000,000
450,000
75,000
8,525,000
Balance at
beginning of the
Year
8,000,000
800,000
450,000
40,000
9,290,000
Granted as
remuneration
during the Year
Issued on
Exercise of
Options during the
Year
-
-
-
-
-
-
-
-
Other changes
during the Year
Balance at end of
the Year
5,000
8,005,000
111,111
561,111
666,666
741,666
-
9,307,777
Granted as
remuneration
during the Year
Issued on
Exercise of
Options during the
Year
Other changes
during the Year
Balance at end of
the Year
-
-
-
-
-
-
-
-
-
-
-
-
-
8,000,000
800,000
450,000
35,000
75,000
-
9,325,000
1 In addition, RJ Waring is a Director and substantial shareholder in, but he does not have a relevant interest in,
Spencer Hamilton Limited, a company which holds 260,000 ordinary shares in Commissioners Gold Limited and
in Oakhill Hamilton Pty Ltd, a company which holds 10,000 ordinary shares in Commissioners Gold Limited.
2 Not re-elected at the 2011 AGM held 12 December 2011
No ordinary shares were issued by the Company during or since the end of the financial year as a result of the exercise of
an option. There are no unpaid amounts on the shares issued.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
6
Directors’ Options and Rights Holdings
The following relevant interests in options of the Company were held by the Directors as at the date of this report.
30 June 2013
Chris Battye
Wesley Harder
Robert Waring
Total
Balance at
beginning of period
Granted as
remuneration
Options exercised
or vested Net change Other
Balance at end of
period
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
30 June 2012
Chris Battye
Balance at
beginning of period
-
Robert McCauley 1
1,500,000
Wesley Harder
Robert Waring
Total
-
-
1,500,000
Granted as
remuneration
Options exercised
or Vested Net change Other
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Balance at end of
period
-
1,500,000
-
-
1,500,000
1.
Not re-elected at the 2011 AGM held 12 December 2011
Dividends
No dividends have been paid or declared since the start of the financial year and/or the Directors do not recommend the
payment of a dividend in respect of the financial year.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
7
OPERATIONS REPORT
Principal Activities
The principal activity of the Company during the year was the exploration for mineral resources, in particular gold, and the
development of a small gold producing asset in southern Peru.
Review of Operations
Goldsmith Resources SAC (CGU 25%)
In December 2012, Commissioners invested US$400,000 to earn 25% in the Peruvian mining company Goldsmith
Resources SAC (GSR), a company owned by three Australian companies (including
CGU), focused on gold production assets in southern Peru.
Goldsmith Resources is currently commissioning the Mollehuaca Gold Plant which has
both carbon-in-leach (CIL) and flotation treatment circuits with a total capacity around 150
tonnes per day (45,000 tonnes per annum). Activity at the plant is currently focused on
function testing the crushing, milling and leach components on the plant and getting the
tailings field completed for operation.
Ore feed to the plant is scheduled initially to be delivered from both the satellite Saulito
and Eladium mining projects.
During the Project Acquisition JV (see below), a number of small mining projects within
proximity to the Mollehuaca Gold Plant were evaluated. In late July 2013, agreement was
reached to vend both Saulito and Eladium into Goldsmith Resources (CGU 25%) in the
interests of vertically aligning the business in southern Peru. The transactions mean CGU
will receive up to US$120,000 in staged cash payments from investment partner SC
Investments No 1 Pty Ltd, which represents a premium on expenditure on the two projects
to date. The timetable for the payments to CGU includes US$35,000 upfront (payment
received on 15 August 2013), followed by production milestone payments of US$35,000,
US$30,000 and US$20,000 once mill throughput reaches 20, 30 and 50 tonnes per day,
respectively, at an average grade above 8g/t Au. Despite reducing CGU’s equity in the
small mining projects from 50% to 25%, the move is a positive for the Company as it
ensures that the ore produced can be treated at Mollehuaca.
Figure 2:
operations
location of Goldsmith
The Goldsmith management team in Peru has been significantly expanded in recent
weeks in order to boost capability and management experience in the gold mining business. Five critical new management
positions have been filled to drive the business forward to first gold production. These positions will be responsible for Lead
Project, Mining, Mine Geology, Finance and Permitting. Australian engineering and completion expertise have been added
to Peru via a residential Lead Project Manager on secondment from Envirocon, and is responsible for overseeing the
overall execution of the mining and treatment projects. The Lead Project Manager is supported by a new bilingual assistant.
Figure 3: the Goldsmith team in Peru
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
8
Forward Programme
Work on the Mollehuaca Gold Plant is currently in the commissioning phase, with most of the circuit components
having been function tested in ‘dry’ (no ore) trials.
The tailings field is the only major component outstanding at this stage. Despite delays to date, the completion of
the tailings field in expected within the next five weeks, pending finance, enabling the plant to enter production
operations.
Production Forecast
Gold production from Mollehuaca is scheduled to commence immediately after the tailings field is completed. In
the meantime, ore produced from startup operations at the Saulito Mine will be stockpiled.
Initial production will focus on the small CIL ‘A’ circuit to establish the operation, deliver modest cashflow and
funds to ramp up production at Saulito and Eladium mines and increase throughput at the plant.
Treatment circuit
Implementation
Capacity (tonnes per annum)
Gold production (ounces per annum)
at the target 8-12g/t Au head grade
CGU 25% interest (ounces per annum)
CIL A
Stage 1
9,600
CIL B
Stage 2
19,200
Flotation
Total
Stage 3
19,200
48,000
2,320 - 3,480
4,640 - 6,960
4,440 - 6,670
11,400 - 17,110
580 - 870
1,160 - 1,740
1,110 - 1,670
2,850 - 4,280
Table 1: estimated production forecast for Goldsmith Resources
Project Acquisition JV
In July 2012 Commissioners entered into an agreement with Lima–based unlisted resource junior, Australia Gold
Corporation Limited (AGC), for a 50/50 project acquisition joint venture to identify and acquire resource projects in Peru.
The JV commenced on 2 July 2012 and ran for a period of nine months, during which a numerous projects were evaluated
and a select number pursued for follow up.
Under the agreement, CGU funded an aggressive programme of project identification and field-based evaluation. The due
diligence process was conducted by CGU’s management team and AGC’s existing team of resource industry
professionals. Partnering with Lima-based Australia Gold Corporation was seen as a critical factor for initial success,
providing CGU access to a dedicated team with a strong operational presence in the country, an extensive network of
contacts and established local resources.
It is hoped that the JV will create a beneficial long term partnership between Commissioners and AGC, which has so far
resulted in the joint acquisition of a number mining and mineral treatment projects, largely focused on gold, which are now
held by Goldsmith Resources (CGU 25%).
Forward Programme
The acquisition JV has officially ended, however CGU retains a pipeline of quality projects ready to deploy once
funding from Goldsmith Resources derived cashflow is established.
Cowarra (CGU 50%, earning 85%)
The Cowarra Gold Project, Commissioners flagship project on listing on the ASX in September 2011, has not gone
unattended during the past 12 months.
Commissioners continues to assess options regarding the Cowarra Project, with a particular view to delivering maximum
value for the JV partners. A number of options are currently under investigation, including:
Expand on resources identified during previous drilling campaigns with additional targeted drilling along strike.
Recovery of remnant mineralisation within unmined areas of the Cowarra Mine.
Underground recovery of high grade mineralisation in the Ambassador lode.
Open cut mining operations centred around an existing JORC inferred resource of 37,000 ounces of gold (501,000
tonnes at 2.3g/t Au).
Treatment of old mine tailings from the Cowarra Mine and surrounding workings.
Soil geochemical surveys along strike of the main Cowarra group of workings to identify additional drill targets.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
9
Sampling in late 2012 of gold tailings at the historic Polar Star Mine, located 1km south of the main Cowarra Mine, returned
high grades of gold (Table 2). A follow up programme of manual auger sampling has since been completed to confirm gold
grades at depth within the tailings dump. Assays are currently in progress.
Sample
12 PST 01
12 PST 02
12 PST 03
Au (g/t)
10.85
0.985
5.69
Description
Washout exposure in Polar Star tailings dump
Washout exposure in Polar Star tailings dump
+2mm sieved fraction of crusty limonitic material
Table 2: 2012 samples from the Polar Star tailings field
Forward Programme
Over the coming 12 months, Commissioners plans to conduct technical feasibility studies into the extraction of an
underground bulk sample from the Ambassador lode. Development drives installed by previous operators can
conceivably be re-entered, dewatered, rehabilitated and used to extract a bulk sample of ore from a known high
grade ore shoot in the Ambassador lode.
The Ambassador lode is one of a number of gold bearing lodes that comprise the Cowarra mine complex. Located
about 210m east of the Victoria lode, the main source of past mine production, the Ambassador lode was opened
up by BHP in the 1940s with a main adit (2 level) and two lower levels connected by a main shaft and a service
winze. The workings were abandoned and allowed to flood in 1948 when the mine closed due to labour shortages.
In 1987, Horizon Pacific Limited re-entered and rehabilitated the workings and undertook a sampling programme
and resource assessment in prelude to mining, before mine closure in 1988 due to the falling gold price.
Pending government approvals, rehabilitation of the existing development drives is expected to cost around
$300,000 to $500,000.
Proposed bulk sampling of the ore shoot is targeting approximately 8,000-10,000 tonnes of ore with an average
grade of 12-16 g/t gold.
Figure 4: longitudinal section of the Ambassador lode workings and channel sample locations with gold grades (g/t Au)
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
10
Conferences
In May 2013, Commissioners Gold was invited to present at the Latin America Downunder
Conference held in Sydney, where Exploration Manager and COO, Jason Needham,
presented on behalf of the Company.
The conference was very well attended by delegates from South American mining
jurisdictions, including the Peruvian Minister for Mines and Energy, HE Jorge Humberto
Merino Tafur.
Capital Raisings
During the reporting period, Commissioners conducted several rounds of capital raisings. In total, the Company raised
$892,775 to fund ongoing operations in Peru and Australia.
Capital Raising
Placement
Share Purchase Plan (SPP)
Placement of SPP shortfall
Placement
Convertible Notes
Date
22 October 2012
28 November 2012
21 February 2013
22 May 2013
13 June 2013
Shares Issued
4,706,111
5,173,318
6,626,689
1,111,111
Not applicable
Price
$0.045
$0.045
$0.045
$0.045
$0.025
Amount Raised
$211,775
$232,799
$298,201
$50,000
$100,000
$892,775
During the twelve month period to 30 June 2013, as announced to the Australian Securities Exchange (ASX) on 22
October 2012, 4,706,111 ordinary shares at 4.5 cents each were issued to sophisticated and professional investors and
raised $211,775.
In conjunction with this placement, an offer was made to existing shareholders to participate in a share purchase plan
(SPP) and 5,173,318 ordinary shares at 4.5 cents each were issued to participating shareholders and raised $232,799.
The SPP shortfall of 6,626,681 ordinary shares at 4.5 cents each was placed with sophisticated and professional investors
as announced to the ASX on 21 February 2013 and raised $298,201.
A further placement of 1,111,111 ordinary shares at 4.5 cents each was issued to sophisticated and professional investors
on 22 May 2013 and raised $50,000.
Since balance date, Commissioners Gold is in the process of raising further funds through the issue of Convertible Notes
to a number of professional and sophisticated investors to raise up to $450,000. Notes of $25,000 each have a maturity
date at 10 June 2015 and will attract an interest rate of 8% per annum. Subject to shareholder approval, Notes can be
convertible to CGU ordinary shares at $0.025 per share. If fully subscribed and approved by shareholders, and all note
holders elect to convert, this capital raising will result in the issuing of 18,000,000 ordinary shares.
Operating results for the year
The operating loss of the Company, as an explorer, for the financial year under review and after providing for income tax,
amounted to $1,559,101 (2012: Loss $935,084).
Review of financial conditions
The Company currently has $51,406 in cash assets, and together with the ongoing successful Convertible Note offer,
which the Directors believe puts the Company in an adequate financial position with sufficient capital for the next 6 months
to complete existing work progress (refer note 1r).
Risk management
Details of the Company’s Risk Management policies are contained within the Corporate Governance Statement in the
Directors’ Report.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
11
Corporate Governance
Details of the Company’s Corporate Governance policies are contained within the Corporate Governance Statement in the
Directors’ Report.
Subsequent events after balance date
Since the end of the financial year, the Company raised additional funds through the issue of convertible notes to a number
of professional and sophisticated investors to raise $50,000.
There has not been any other matter or circumstance that has arisen after balance date that has significantly affected, or
may significantly affect, the operations of the Company, the results of those operations, or the state of affairs of the
Company in future financial periods.
Environmental legislation
The Company is subject to significant environmental and monitoring requirements in respect of its natural resource
exploration activities. The Directors are not aware of any significant breaches of these requirements during the period.
Indemnification and insurance of Directors and Officers
The Company has agreed to indemnify all the Directors of the Company for any liabilities to another person (other than the
Company or related entity) that may arise from their position as Directors of the Company, except where the liability arises
out of conduct involving a lack of good faith.
During the financial year, CGU paid a premium in respect of a contract insuring the Directors and officers of the Company
against any liability incurred in the course of their duties to the extent permitted by the Corporations Act 2001. The contract
of insurance prohibits disclosure of the nature of the liability and the amount of the premium.
Options
During the year, the Company granted 500,000 Options to its Exploration Manager in accordance with his Executive
Employment Agreement on the following terms and conditions:
I.
500,000 options each to acquire one ordinary share in the Company at an exercise price of $0.07 and an
exercise period expiry date of 31 December 2016; and
II.
The Company will not apply for official quotation on ASX of the Options.
No other options over issued shares or interest in the Company were granted during or since the end of the financial year.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
12
REMUNERATION REPORT (AUDITED)
This report outlines the remuneration arrangements in place for Directors and Key Management Personnel of
Commissioners Gold Limited (the “company”) for the financial year ended 30 June 2013.
The following persons acted as Directors during or since the end of the financial year:
Christopher Battye
Wesley Harder
Robert J Waring
The term ‘Key Management Personnel’ is used in this remuneration report to refer to the following persons. Except as
noted, the named persons held their current position for the whole of the financial year and since the end of the financial
year:
Christopher Battye
Wesley Harder
Robert J Waring
Keith Taylor
Jason Needham
David Clark
Remuneration Philosophy
The performance of the Company depends upon the quality of the Directors and executives. The philosophy of the
Company in determining remuneration levels is to:
set competitive remuneration packages to attract and retain high calibre employees;
link executive rewards to shareholder value creation; and
establish appropriate, demanding performance hurdles for variable executive remuneration
Remuneration Committee
The Remuneration Committee of the Board of Directors of the Company is responsible for determining and reviewing
compensation arrangements for the Directors and the Senior Management team.
The Remuneration Committee assesses the appropriateness of the nature and amount of remuneration of Directors and
senior executives on a periodic basis by reference to relevant employment market conditions with an overall objective of
ensuring maximum stakeholder benefit from the retention of a high quality Board and executive team.
Remuneration Structure
In accordance with best practice Corporate Governance, the structure of Non-Executive Director and executive
remuneration is separate and distinct.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
13
Non-Executive Director Remuneration
The Board seeks to set aggregate remuneration at a level that provides the Company with the ability to attract and retain
Directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders.
Each Director is entitled to such remuneration from the Company as the Directors decide, but the total amount provided to
all non-executive directors must not exceed in aggregate the amount fixed by the Company in a general meeting. The
aggregate remuneration for all non-executive directors has been set at an amount of $300,000 per annum. The Directors
have resolved that non-executive directors’ fees will be $35,000 per annum.
The ASX Listing Rules specify that the aggregate remuneration of Non-Executive Directors shall be determined from time
to time by a general meeting.
The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned
amongst Directors is reviewed annually. The Board considers advice from external shareholders as well as the fees paid
to Non-Executive Directors of comparable companies when undertaking the annual review process.
Each Director is entitled to receive a fee for being a Director of the Company. The Company and Messrs Chris Battye and
Wes Harder have agreed to defer payment of Directors fees of $35,000 per annum each from 2 September 2011, the date
the company listed on the Australian Securities Exchange (ASX) until such time as the Company is able to make these
payments. The amount deferred is expensed and recognised as a current liability.
The remuneration of Non-Executive Directors for the year ended 30 June 2013 is detailed in the Remuneration of Directors
and named executives section of this report on the following page of this report.
Senior Manager and Executive Director Remuneration
Remuneration consists of fixed remuneration and Company options (as determined from time to time). In addition to the
Company employees and Directors’, the Company has contracted key consultants on a contractual basis. These contracts
stipulate the remuneration to be paid to the consultants.
Fixed Remuneration
Fixed remuneration is reviewed annually by the Independent Directors’ Committee (which assumes the role of the
Remuneration Committee). The process consists of a review of relevant comparative remuneration in the market and
internally and, where appropriate, external advice on policies and practices. The Committee has access to external,
independent advice where necessary.
Fixed remuneration is paid in the form of cash payments.
The fixed remuneration component of the six most highly remunerated Company executives is detailed in Table 1.
Employment Contracts
The Company and Mr Jason Needham are parties to an Executive Employment Agreement dated 1 March 2012 by which
the Company employs Mr Needham as Exploration Manager and COO from 1 March 2012. Mr Needham works for the
Company on a full time basis. The Company pays Mr Needham a remuneration package of $200,000 per annum, plus
superannuation. The Company reviews Mr Needham’s performance annually.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
14
Remuneration of Directors and named executives
Remuneration of Directors and named executives
Table 1: Directors’ and named executives remuneration for the year ended 30 June 2013
Short-term employee benefits
Post-employment benefits
Equity
Other
Total
%
Salary &
Fees
Bonuses
Non-
Monetary
Benefits
Superannuation
Prescribed
Benefits
Options
Shares
Deferred
Benefits
Performance
Related
Christopher
Battye
Wesley Harder
-
-
Robert Waring 1
21,374
Keith Taylor 2
35,000
Jason Needham
200,000
David Clark
31,836
-
-
-
-
-
-
-
-
-
-
-
-
-
-
15,775
-
-
-
-
-
-
-
-
-
23,250
Total
288,210
-
-
15,775
-
23,250
-
-
-
-
-
-
35,000
35,000
35,000
35,000
17,500
38,874
-
-
35,000
239,025
31,836
87,500
414,735
-
-
-
-
-
-
1. Salary & Fees component paid to Oakhill Hamilton Pty Ltd for corporate advisory services of which Mr Waring is a director and shareholder.
2. Paid to Davington Advisory Pty Ltd for secretarial services of which Mr Taylor is a director and shareholder.
I
I
C
O
M
M
S
S
O
N
E
R
S
G
O
L
D
L
M
T
E
D
A
N
N
U
A
L
R
E
P
O
R
T
I
I
1
5
Table 2: Directors’ and named executives remuneration for the year ended 30 June 2012
Short-term employee benefits
Post-employment benefits
Equity
Other
Total
%
Salary &
Fees
Bonuses
Non-
Monetary
Benefits
Superannuation
Prescribed
Benefits
Options
Shares
Deferred
Benefits
Performance
Related
Christopher
Battye
Robert McCauley
1
-
101,770
Wesley Harder
-
Robert Waring 2
43,230
Keith Taylor3
20,417
Jason Needham 4
66,667
Total
232,084
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1. Not re-elected at the 2011 AGM held 12 December 2011
-
4,117
-
-
-
5,258
9,375
-
-
-
-
-
-
-
17,700
17,700
-
-
-
-
-
35,000
35,000
-
105,887
35,000
35,000
-
-
-
43,230
20,417
89,625
70,000
329.159
-
-
-
-
-
-
-
2. Paid to Spencer Hamilton Ltd for corporate advisory services of which Mr Waring is a director and shareholder.
3. Paid to Davington Advisory Pty Ltd for secretarial services of which Mr Taylor is a director and shareholder.
4. Commenced employment on 1 March 2012
I
I
C
O
M
M
S
S
O
N
E
R
S
G
O
L
D
L
M
T
E
D
A
N
N
U
A
L
R
E
P
O
R
T
I
I
1
6
Directors’ Meetings
The number of meetings of Directors (including meetings of committees of Directors) held during the year and the number
of meetings attended by each Director was as follows:
Board Meetings
Committee Meetings Attended
Director
Attended
Eligible to Attend
Audit & Risk
Management
Remuneration
& Nomination
Corporate
Governance
Christopher Battye
Wesley Harder
Robert Waring
9
9
8
9
9
9
2
2
1
1
1
1
In addition, four circular resolutions were signed by the Board during the period.
Auditor Independence
Section 307C of the Corporations Act 2001 requires our auditors to provide the Directors of the Company with an
Independence Declaration in relation to the audit of the annual report. This Independence Declaration is set out on page
22, and forms part of this Directors’ report for the year ended 30 June 2013.
Non-Audit Services
Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined
in Note 23 to the financial statements. The Directors are satisfied that the provision of non-audit services is compatible with
the general standard of independence for auditors imposed by the Corporations Act 2001.
The Directors are of the opinion that the services do not compromise the auditor’s independence as all non-audit services
have been reviewed to ensure that they do not impact the integrity and objectivity of the auditor and none of the services
undermine the general principles relating to auditor independence..
Signed in accordance with a resolution of the Directors.
Christopher Battye
Executive Chairman
Dated this 23rd day of October 2013
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
17
SCHEDULE OF TENEMENTS
Tenement Number
Name
EL 5939 1
EL 7702 2
EL 6922
Notes:
Cowarra
Oberon
Dalton
Status
Granted
Granted
Granted
Percentage Interest
50%, earning 85%
Earning 70%
100%
1. EL 5939 in the name of Capital Mining Limited, and CGU has registered its 50% interest
2. EL 7702 is in the name of Central West Gold NL, and the joint venture is registered.
Figure 5: location of Commissioners Gold projects in New South Wales
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
18
CORPORATE GOVERNANCE STATEMENT
The Board of Directors of Commissioners Gold Limited is responsible for establishing the corporate governance framework
of the Company having regard to the ASX Corporate Governance Council (‘CGC’) published guidelines as well as its
corporate governance principles and recommendations.
The Board monitors the business and affairs of Commissioners Gold on behalf of the shareholders by whom they are
elected and to whom they are accountable. The Board draws on relevant best practice principles, particularly those issued
by the ASX Corporate Governance Council in August 2007 with 2010 amendments (including the June 2010
recommendations on diversity). At a number of its meetings the Board examines the Commissioners Gold corporate
governance practices and the progress towards a review of its practice compared to the best practice principles proposed
by the ASX Corporate Governance Council. While Commissioners Gold is attempting to adhere to the principles proposed
by the ASX, it is mindful that there may be some instances where compliance is not practicable for a company of
Commissioners Gold's size.
The August 2007 ASX Corporate Governance Council publication “Corporate Governance Principles and
Recommendations” second edition, is referred to for guidance purposes, however all listed companies are required to
disclose the extent to which they have followed the recommendations, to identify any recommendations that have not been
followed and reasons for not doing so. The Company’s Board of Directors has reviewed the recommendations.
In many cases the Company was already achieving the standard required. In other cases the Company will have to
consider new arrangements to enable compliance. In a limited number of instances, the Company may determine not to
meet the standard set out in the recommendations, largely due to the recommendation being considered by the Board to
be unduly onerous for a company of this size.
The Commissioners Gold Corporate Governance Committee, consisting of Messrs Waring (Committee Chairman), and
Harder, meets as and when required, including prior to the finalisation of the Annual Report. A summary of the Company’s
written policies on corporate governance matters has been prepared and included in the Corporate Governance section of
the Commissioners Gold website. The following paragraphs set out the Company’s position relative to each of the eight
principles contained in the ASX Corporate Governance Council’s report.
Principle 1: Lay solid foundations for management and oversight
The Company has formalised and disclosed the functions reserved to the Board and those delegated to management, and
has processes in place for evaluating the performance of senior executives. However, the Company has a small Board of
three Directors (two Non-Executive Directors and the Executive Chairman) and a small team of staff, so roles and functions
have to be flexible to meet specific requirements.
Principle 2: Structure the Board to add value
The Company complies with most of the recommendations within this area however, the Chairman is the only Executive
Director. The Company also complies with the recommendation that a majority of Directors are independent however, the
Executive Chairman, Mr Chris Battye, is a substantial shareholder. Two of the Company’s three Directors are Non-
Executives and a company associated with one of the Non-Executives, Mr Robert Waring provides accounting, taxation
and corporate advice for the Company. The Company has a Board Nomination Committee. An internal performance
evaluation of the Board was carried out during the year and the mix of skills and diversity were discussed and will remain
under review.
Each Director of the Company has the right to seek independent professional advice at the expense of the Company. Prior
approval of the Chairman is required, but this will not be unreasonably withheld.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
19
Principle 3: Promote ethical and responsible decision-making
The Company has a policy concerning trading in its securities by Directors, management, staff and significant consultants,
which is summarised below. The Company has a formal code of conduct.
The Company has established a policy regarding Diversity that will be reviewed at least every 12 months to examine
progress on the achievement of diversity objectives. The Company does not have any women on the Board and the
Company’s only full time senior executive/employee, the Exploration Manager is a man. In accordance with the adopted
Diversity Policy, the objective is to address this matter as the Company grows in size.
Principle 4: Safeguard integrity in financial reporting
At this stage the Company's financial statements are prepared by a contract Chief Financial Officer who confirms to the
Audit Committee in writing that the Company's financial reports represent a true and fair view, in all material respects, of
the Company's financial condition and operational results, and are in accordance with relevant accounting standards. The
Executive Chairman and Company Secretary review and approve the financial statements before they are submitted to
the Audit Committee and also meets with and confirms this in writing to the Board. They also comment on whether the
financial reports are based on a sound system of risk management and internal control, and whether the system is
operating efficiently and effectively.
The Company has an Audit and Risk Management Committee which consists of the two Non-Executive Directors: Messrs
Waring (Committee Chairman) and Harder. These Directors have applicable expertise and skills, and are suitably qualified
for this Committee. This structure does not meet the ASX’s guidance regarding independence, in that it should have a
majority of independent directors. The Audit and Risk Management Committee reports to the Board after each Committee
meeting. In conjunction with the full Board, the Committee meets with and reviews the performance of the external auditors
(including scope and quality of the audit).
Principle 5: Make timely and balanced disclosure
The Company, its Directors and consultants are very aware of the ASX’s continuous disclosure requirements, and operate
in an environment where strong emphasis is placed on full and appropriate disclosure to the market. The Company has
adopted formal written policies regarding disclosure. It uses strong informal systems underpinned by experienced
individuals. The Company maintains a register of matters considered for possible market disclosure.
Principle 6: Respect the rights of shareholders
All significant information disclosed to the ASX is posted on the Company’s website as soon as it is disclosed to the ASX.
When analysts are briefed on aspects of the Company’s operations, the material used in the presentation is released to
the ASX and posted on the Company’s website. Written procedures have also been established for reviewing whether
any price-sensitive information has been inadvertently disclosed, and if so, this information is also immediately released to
the market.
The Company has a communications strategy to promote effective communication with shareholders and communicates
regularly with shareholders.
The Company has requested the external auditor to attend general meetings and this has been supported by the
Company’s audit partner at K.S. Black & Co., Chartered Accountants.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
20
Principle 7: Recognise and manage risk
The Company is a small, exploration company and does not believe that at this stage there is significant need for formal
policies on risk oversight and management of material business risks, although these issues are actively considered at all
times in the Company’s activities. Risk management arrangements are the responsibility of the Board of Directors and
senior management collectively. The Company has an Audit and Risk Management Committee of Messrs Waring
(Committee Chairman) and Harder that meets as and when required, including prior to the finalisation of the Annual Report.
The Company has also established a Risks Register. Risk Factors are an agenda item for each Board meeting and the
senior management will periodically report to the Board in writing on risk management and internal controls. The Company
has an Occupational Health and Safety policy with which all of the Company’s staff, contractors and consultants must
comply.
Principle 8: Remunerate fairly and responsibly
The Company has a Remuneration and Board Nomination Committee of Messrs Harder (Committee Chairman) and Battye
that meets as and when required, to review performance matters and remuneration. There has been an internal
performance evaluation of the Board during the past financial year, and its composition will be reviewed at a Board meeting
at least annually by the Remuneration and Board Nomination Committee. The Directors work closely with management
and have full access to all the Company’s files and records.
Directors believe that the size of the company makes individual salary and consultant negotiations more appropriate than
formal remuneration policies. The Remuneration Committee will seek independent external advice and market
comparisons as necessary. In accordance with Corporations Act requirements, the Company discloses the fees or salaries
paid to all Directors, plus the highest paid officers. The Company has an Employee Share Option Plan.
Ethical standards
The Board’s policy is for the Directors and management to conduct themselves with the highest ethical standards.
All Directors and employees will be expected to act with integrity and objectivity, striving at all times to enhance the
reputation and performance of the Company.
Securities trading and trading windows
Directors, employees and key consultants must consult with the Chairman of the Board or the Managing Director before
dealing in shares of the Company. Purchases or sales in the Company’s shares by Directors, employees and key
management personnel may not be carried out in a closed period, but only in the “window” being the period commencing
immediately after and ending 30 days following the date of announcement of the Company’s annual or half-yearly results,
its quarterly reports or a major announcement leading, in the opinion of the Board, to an informed market. However,
Directors, employees and key consultants are prohibited from buying or selling the Company’s shares at any time if they
are aware of price-sensitive information that has not been made public.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
21
AUDITOR’S INDEPENDENCE DECLARATION
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
22
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
FOR THE YEAR ENDED 30 JUNE 2013
Other income
Administration costs
Employment costs
Exploration expense
Interest expense
Marketing expense
Options expense
Share of net loss of associates accounted for using the equity method
Loss before income tax expense
Income tax expense
Net loss for the year
Other comprehensive income
Total comprehensive loss for the year
Loss per share
Basic loss per share (cents)
Diluted loss per share (cents)
Note
2013
$
2012
$
3
4
4
4
4
4
4
4
5
20
13,293
13,293
28,627
28,627
(233,778)
(261,816)
(309,943)
(249,708)
(815,488)
(334,899)
(1,267)
(2,150)
(57,309)
(97,438)
(23,250)
(17,700)
(131,359)
-
(1,559,101)
(935,084)
-
-
(1,559,101)
(935,084)
-
-
(1,559,101)
(935,084)
(3.58)
N/A
(2.80)
N/A
The statement of comprehensive income should be read in conjunction with the accompanying notes.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
23
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2013
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Trade and other receivables
Deferred exploration and evaluation expenditure
Investments accounted for using the equity method
Other assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Borrowings
Other liabilities
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
Note
2013
$
2012
$
6
7
7
8
9
10
11
12
13
14
15
16
51,406
1,708
53,114
89,441
606,436
268,641
50,000
513,888
36,036
549,924
-
880,313
-
50,000
1,014,518
930,313
1,067,632
1,480,237
243,025
100,000
157,500
500,525
500,525
77,078
-
70,000
147,078
147,078
567,107
1,333,159
3,917,977
3,148,178
90,975
67,725
(3,441,845)
(1,882,744)
567,107
1,333,159
The statement of financial position should be read in conjunction with the accompanying notes.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
24
STATEMENT OF CHANGES IN EQUITY
FOR YEAR ENDED 30 JUNE 2013
Share Capital
Reserves
Accumulated
Losses
$
$
$
Total
$
Balance at 1 July 2011
1,419,450
50,025
(947,660)
521,815
Total comprehensive income/(loss)
Total comprehensive income/(loss) for
the year
-
-
Transactions with owners in their
capacity as owners
Issue of share capital
Share issue costs
Issue of options at fair value
Total transactions with owners in their
capacity as owners
2,669,358
(940,630)
-
1,728,728
-
-
-
-
17,700
17,700
(935,084)
(935,084)
(935,084)
(935,084)
-
-
-
-
2,669,358
(940,630)
17,700
1,746,428
Balance at 30 June 2012
3,148,178
67,725
(1,882,744)
1,333,159
Share Capital
Reserves
Accumulated
Losses
Total
$
$
$
$
Balance at 1 July 2012
3,148,178
67,725
(1,882,744)
1,333,159
Total comprehensive income/(loss)
Total comprehensive income/(loss) for
the year
-
-
Transactions with owners in their
capacity as owners
Issue of share capital
Share issue costs
Issue of options at fair value
Total transactions with owners in their
capacity as owners
796,715
(26,916)
-
769,799
-
-
-
-
23,250
23,250
(1,559,101)
(1,559,101)
(1,559,101)
(1,559,101)
-
-
-
-
796,715
(26,916)
23,250
793,049
Balance at 30 June 2013
3,917,977
90,975
(3,441,845)
567,107
The statement of changes in equity should be read in conjunction with the accompanying notes.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
25
STATEMENT OF CASHFLOWS
FOR YEAR ENDED 30 JUNE 2013
Cash flows from operating activities
Interest received
Payments to suppliers and employees
Finance costs
Note
2013
$
2012
$
13,293
28,627
(438,564)
(680,024)
(1,267)
(2,150)
Net cash (used in) provided by operating activities
28
(426,538)
(653,547)
Cash flows from investing activities
Receipts from release of security deposits
Payments for loans to Goldsmith Resources SAC
Payments for exploration and evaluation
Net cash (used in) provided by investing activities
Cash flows from financing activities
Proceeds from issue of shares
Payments for share issue costs and IPO
Proceeds from borrowings
Repayment of borrowings
Net cash provided by (used in) financing activities
Net (decrease)/increase in cash
and cash equivalents
Cash and cash equivalents at beginning of financial year
30,000
25,450
(89,440)
-
(919,543)
(1,033,618)
(978,983)
(1,008,168)
796,715
1,429,250
(33,885)
(586,524)
180,209
-
-
(10,967)
943,039
831,759
(462,482)
(829,956)
513,888
1,343,844
Cash and cash equivalents at end of financial year
6
51,406
513,888
The statement of cashflows should be read in conjunction with the accompanying notes.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
26
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
This financial report includes the financial statements and notes of Commissioners Gold Limited.
Number
Notes to the Financial Statements
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Summary of significant accounting policies
Operating segments
Revenue & other income
Expenses
Income tax expense
Current assets - Cash and cash equivalents
Current assets - Trade and other receivables
Non-current assets – Deferred exploration and evaluation exependiture
Non-current assets – Invesmtents accounted for using the equity method
Non-current assets – Other assets
Current liabilities – Trade and other payables
Current liabilities – Borrowings
Non Current liabilities – Other liabilities
Contributed equity
Reserves
Accumulated losses
Tax
Related party disclosures
Key management personnel disclosures
Loss per share
Financial Risk Management
Investments in Associates
Auditor’s remuneration
Commitments and contingencies
Dividends
Events subsequent to reporting date
Cash flow information
Reissue of financial statements
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
27
Note 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
a.
Basis of Preparation
The financial statements are general purpose financial statements that have 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.
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in financial
statements containing relevant and reliable information about transactions, events and conditions. Compliance
with Australian Accounting Standards ensures that the financial statements and notes also comply with
International Financial Reporting Standards as issued by the IASB. Material accounting policies adopted in the
preparation of these financial statements are presented below and have been consistently applied unless
otherwise stated.
The financial statements have been prepared on an accruals basis and are based on historical costs, modified,
where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial
liabilities
b.
Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in
presentation for the current financial year.
When the Company applies an accounting policy retrospectively, makes a retrospective restatement or reclassifies
items in its financial statements, a statement of financial position as at the beginning of the earliest comparative
period will be disclosed.
c.
Impairment of Assets
At the end of each reporting period, the Company assesses whether there is any indication that an asset may be
impaired. The assessment will include the consideration of external and internal sources of information. If such an
indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset,
being the higher of the asset’s fair value less costs to sell and value in use, to the asset’s carrying amount. Any
excess of the asset’s carrying amount over its recoverable amount is recognised immediately in profit or loss,
unless the asset is carried at a revalued amount in accordance with another Standard (eg in accordance with the
revaluation model in AASB 116). Any impairment loss of a revalued asset is treated as a revaluation decrease in
accordance with that Standard.
Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the
recoverable amount of the cash-generating unit to which the asset belongs.
d.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits available on demand with banks and other short-term
highly liquid investments with original maturities of three months or less.
e.
Provisions
Provisions are recognised when the Company has a legal or constructive obligation, as a result of past events, for
which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.
Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the
reporting period.
f.
Trade and other payables
Trade and other payables represent the liability outstanding at the end of the reporting period for goods and
services received by the Company during the reporting period which remain unpaid. The balance is recognised
as a current liability with the amounts normally paid within 30 days of recognition of the liability.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
28
g.
Income Tax
The income tax expense (revenue) for the year comprises current income tax expense (income) and deferred tax
expense (income).
Current income tax expense charged to profit or loss is the tax payable on taxable income. Current tax liabilities
(assets) are measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.
Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during
the year as well unused tax losses.
Current and deferred income tax expense (income) is charged or credited outside profit or loss when the tax
relates to items that are recognised outside profit or loss.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the
asset is realised or the liability is settled and their measurement also reflects the manner in which management
expects to recover or settle the carrying amount of the related asset or liability.
Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that
it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be
utilised.
Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that
net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred
tax assets and liabilities are offset where: (a) a legally enforceable right of set-off exists; and (b) the deferred tax
assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity
or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of
the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or
liabilities are expected to be recovered or settled.
h.
Exploration and Development Expenditure
Exploration and evaluation expenditures in relation to each separate area of interest are recognised as an
exploration and evaluation asset in the year in which they are incurred where the following conditions are satisfied:
(i)
the rights to tenure of the area of interest are current; and
(ii)
at least one of the following conditions is also met:
(a)
(b)
the exploration and evaluation expenditures are expected to be recouped through successful
development and exploration of the area of interest, or alternatively, by its sale; or
exploration and evaluation activities in the area of interest have not at the reporting date reached a
stage which permits a reasonable assessment of the existence or otherwise of economically
recoverable reserves, and active and significant operations in, or in relation to, the area of interest
are continuing.
Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore, studies,
exploratory drilling, trenching and sampling and associated activities and an allocation of depreciation and
amortised of assets used in exploration and evaluation activities. General and administrative costs are only
included in the measurement of exploration and evaluation costs where they are related directly to operational
activities in a particular area of interest.
Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the
carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The recoverable
amount of the exploration and evaluation asset (for the cash generating unit(s) to which it has been allocated being
no larger than the relevant area of interest) is estimated to determine the extent of the impairment loss (if any).
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised
estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the
carrying amount that would have been determined had no impairment loss been recognised for the asset in
previous years.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
29
h.
Exploration and Development Expenditure (continued)
Where a decision has been made to proceed with development in respect of a particular area of interest, the
relevant exploration and evaluation asset is tested for impairment and the balance is then reclassified to
development.
Costs of site restoration are provided over the life of the project from when exploration commences and are
included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant,
equipment and building structures, waste removal, and rehabilitation of the site in accordance with local laws and
regulations and clauses of the permits. Such costs have been determined using estimates of future costs, current
legal requirements and technology on an undiscounted basis.
Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site
restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations
and future legislation. Accordingly the costs have been determined on the basis that the restoration will be
completed within one year of abandoning the site.
i.
Revenue and Other Income
Revenue is measured at the fair value of the consideration received or receivable. When the inflow of consideration
is deferred, it is treated as the provision of financing and is discounted at a rate of interest that is generally accepted
in the market for similar arrangements. The difference between the amount initially recognised and the amount
ultimately received is interest revenue.
All revenue is stated net of the amount of goods and services tax (GST).
j.
Earnings (Loss) per share
Basic earnings per share is calculated as net profit attributable to members of the parent, adjusted to exclude any
costs of servicing equity (other than dividends) divided by the weighted average number of ordinary shares,
adjusted for any bonus element.
Diluted earnings per share is calculated as net profit attributable to members, adjusted for:
(i)
costs of servicing equity (other than dividends);
(ii)
(iii)
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.
k.
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 Taxation Office (ATO).
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of
GST recoverable from, or payable to, the ATO is included with other receivables or payables in the statement of
financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing
activities which are recoverable from, or payable to, the ATO are presented as operating cash flows included in
receipts from customers or payments to suppliers.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
30
l.
Plant and Equipment
Each class of plant and equipment is carried at cost or fair value as indicated less, where applicable, any
accumulated depreciation and impairment losses.
Plant and equipment
Plant and equipment are measured on the cost basis and therefore carried at cost less accumulated depreciation
and any accumulated impairment. In the event the carrying amount of plant and equipment is greater than the
estimated recoverable amount, the carrying amount is written down immediately to the estimated recoverable
amount and impairment losses are recognised either in profit or loss or as a revaluation decrease if the impairment
losses relate to a revalued asset. A formal assessment of recoverable amount is made when impairment indicators
are present.
The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the
recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash
flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows
have been discounted to their present values in determining recoverable amounts.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the Company and the
cost of the item can be measured reliably. All other repairs and maintenance are charged to the statement of
comprehensive income during the financial period in which they are incurred.
Depreciation
The depreciable amount of all fixed assets is depreciated on a straight-line basis over the asset’s useful life to the
Company commencing from the time the asset is held ready for use.
The depreciation rates used for each class of depreciable assets are:
Class of Fixed Asset
Depreciation Rate
Plant and equipment
20%-32%
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting
period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is
greater than its estimated recoverable amount.
Gains and losses on disposals 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 surplus relating to that asset are transferred to retained earnings.
m.
Financial Instruments
Recognition and initial measurement
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual
provisions to the instrument. For financial assets, this is equivalent to the date that the Company commits itself to
either the purchase or sale of the asset (ie trade date accounting is adopted).
Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is
classified “at fair value through profit or loss”, in which case transaction costs are expensed to profit or loss
immediately.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
31
m.
Financial Instruments (continued)
Classification and subsequent measurement
Finance instruments are subsequently measured at fair value, amortised cost using the effective interest rate
method, or cost.
Amortised cost is the amount at which the financial asset or financial liability is measured at initial recognition less
principal repayments and any reduction for impairment, and adjusted for any cumulative amortisation of the
difference between that initial amount and the maturity amount calculated using the effective interest method.
The effective interest method is used to allocate interest income or interest expense over the relevant period and
is equivalent to the rate that discounts estimated future cash payments or receipts (including fees, transaction costs
and other premiums or discounts) through the expected life (or when this cannot be reliably predicted, the
contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability.
Revisions to expected future net cash flows will necessitate an adjustment to the carrying value with a consequential
recognition of an income or expense item in profit or loss.
(i)
Financial assets at fair value through profit or loss
Financial assets are classified at “fair value through profit or loss” when they are held for trading for the
purpose of short-term profit taking, derivatives not held for hedging purposes, or when they are designated
as such to avoid an accounting mismatch or to enable performance evaluation where a group of financial
assets is managed by key management personnel on a fair value basis in accordance with a documented
risk management or investment strategy. Such assets are subsequently measured at fair value with changes
in carrying value being included in profit or loss.
(ii)
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market and are subsequently measured at amortised cost.
Loans and receivables are included in current assets, where they are expected to mature within 12 months
after the end of the reporting period.
(iii)
Held-to-maturity investments
Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or
determinable payments, and it is the Company’s intention to hold these investments to maturity. They are
subsequently measured at amortised cost.
Held-to-maturity investments are included in non-current assets where they are expected to mature within
12 months after the end of the reporting period. All other investments are classified as current assets.
(iv)
Available-for-sale financial assets
Available-for-sale financial assets are non-derivative financial assets that are either not suitable to be
classified into other categories of financial assets due to their nature, or they are designated as such by
management. They comprise investments in the equity of other entities where there is neither a fixed
maturity nor fixed or determinable payments.
They are subsequently measured at fair value with changes in such fair value (ie gains or losses) recognised
in other comprehensive income (except for impairment losses and foreign exchange gains and losses).
When the financial asset is derecognised, the cumulative gain or loss pertaining to that asset previously
recognised in other comprehensive income is reclassified into profit or loss.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
32
m.
Financial Instruments (continued)
Classification and subsequent measurement (continued)
Available-for-sale financial assets are included in non-current assets where they are expected to be sold
within 12 months after the end of the reporting period. All other financial assets are classified as current
assets.
(v)
Financial liabilities
Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised
cost.
Impairment
At the end of each reporting period, 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 profit or loss. Also, any cumulative decline in fair value previously recognised in other comprehensive
income is reclassified to profit or loss at this point.
Derecognition
Financial assets are derecognised where the contractual rights to receipt of cash flows expire or the asset is
transferred to another party whereby the Company no longer has any significant continuing involvement in the risks
and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are
discharged, cancelled or expired. The difference between the carrying value of the financial liability extinguished or
transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or
liabilities assumed, is recognised in profit or loss.
n.
Employee Benefits
Provision is made for the Company’s liability for employee benefits arising from services rendered by employees to
the end of the reporting period. Employee benefits that are expected to be settled within one (1) year have been
measured at the amounts expected to be paid when the liability is settled. Employee benefits payable later than
one (1) year have been measured at the present value of the estimated future cash outflows to be made for those
benefits. In determining the liability, consideration is given to employee wages increases and the probability that
the employee may satisfy vesting requirements. Those cash flows are discounted using market yields on national
government bonds with terms to maturity that match the expected timing of cash flows.
o.
Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in
presentation for the current financial year.
p.
Rounding of Amounts
The parent entity has applied the relief available to it under ASIC Class Order 98/100 and accordingly, amounts in
the financial statements and directors’ report have been rounded off to the nearest one dollar ($1).
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
33
q.
Critical Accounting Estimates and Judgments
The directors evaluate estimates and judgments incorporated into the financial statements 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 Company.
Key estimates
(i)
Impairment
The Company assesses impairment at the end of each reporting period by evaluating conditions and events
specific to the Company that may be indicative of impairment triggers. Recoverable amounts of relevant
assets are reassessed using value-in-use calculations which incorporate various key assumptions.
Key judgments
(i)
Exploration and evaluation expenditure
The Company capitalises expenditure relating to exploration and evaluation where it is considered likely to
be recoverable or where the activities have not reached a stage that permits a reasonable assessment of
the existence of reserves. While there are certain areas of interest from which no reserves have been
extracted, the directors are of the continued belief that such expenditure should not be written off since
feasibility studies in such areas have not yet concluded.
r.
Going concern
The financial statements have been prepared on the going concern basis, the validity of which depends upon the
positive cash position. The Company’s existing projections show that further funds will be required to be generated,
either by capital raisings, sales of assets or other initiatives, to enable the Company to fund its currently planned
activities for at least the next twelve months from the date of signing these financial statements. Should new
opportunities present that require additional funds the Directors will take action to reprioritise activities, dispose of
assets and or raise further funds.
Notwithstanding this issue, accordingly the Directors have prepared the financial statements of the Company on a
going concern basis. In arriving at this position, the Directors have considered the following pertinent matter:
-
Australian Accounting Standard, AASB 101 “Accounting Policies”, states that an entity shall prepare
financial statements on a going concern basis unless management either intends to liquidate the
entity or to cease trading, or has no realistic alternative but to do so.
In the Directors’ opinion, at the date of signing the financial report, there are reasonable grounds to believe
that the matters set out above will be achieved and therefore the financial statements have been prepared on
a going concern basis.
s.
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.
t.
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 Commissioners Gold
Limited.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
34
u.
Associates
Associates are entities over which the Company has significant influence but not control or joint control. Investments
in associates are accounted for using the equity method. Under the equity method, the share of the profits or losses
of the associate is recognised in profit or loss and the share of the movements in equity is recognised in other
comprehensive income. Investments in associates are carried in the statement of financial position at cost plus
post-acquisition changes in the Company's share of net assets of the associates. Dividends received or receivable
from associates reduce the carrying amount of the investment.
When the Company’s share of losses in an associate equals or exceeds its interest in the associate, including any
unsecured long-term receivables, the consolidated entity does not recognise further losses, unless it has incurred
obligations or made payments on behalf of the associate.
v.
Joint Ventures
A joint venture is a contractual arrangement whereby two or more parties undertake an economic activity that is
subject to joint control. The Company's interest in joint venture entities are accounted for using the proportionate
consolidation method of accounting. The Company recognises its interest in the assets that it controls and the
liabilities that it incurs and the expenses that it incurs and its share of the income that it earns from the sale of goods
or services by the joint venture, classified according to the nature of the assets, liabilities, income or expense.
Profits or losses on transactions establishing the joint venture entities and transactions with the joint venture are
eliminated to the extent of the Company's ownership interest until such time as they are realised by the joint venture
entity on consumption or sale, unless they relate to an unrealised loss that provides evidence of the impairment of
an asset transferred.
The Company discontinues the use of proportionate consolidation from the date on which it ceases to have joint
control over a jointly controlled entity.
w.
New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet
mandatory, have not been early adopted by the Company for the annual reporting period ended 30 June 2013. The
Company’s assessment of the impact of these new or amended Accounting Standards and Interpretations are that
they will have no material effect.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
35
Note 2: OPERATING SEGMENTS
Segment Information
Identification of reportable segments
During the year, the Company operated principally in one business segment being mineral exploration and in two
geographical segments being Australia and Peru.
The Company’s revenues and assets and liabilities according to geographical segments are shown below.
June 2013
June 2012
Total
Australia
Peru
Total
Australia
$
$
13,293
13,293
13,293
13,293
$
-
-
$
$
28,627
28,627
28,627
28,627
REVENUE
Revenue
Total segment revenue
RESULTS
Net loss before income tax
(1,559,101)
(759,764)
(799,337)
(935,084)
(935,084)
Income tax
Net loss
-
-
-
-
-
(1,559,101)
(759,764)
(799,337)
(935,084)
(935,084)
ASSETS AND LIABILITIES
Assets
Liabilities
1,067,632
500,525
709,550
466,655
358,082
1,480,237
1,480,237
33,870
147,078
147,078
Peru
$
-
-
-
-
-
-
-
Note 3: REVENUE AND OTHER INCOME
a. Revenue
Note
2013
$
2012
$
Other income
Interest received 1
Total other income
Total revenue
1 Interest received from:
Bank
13,293
13,293
13,293
28,627
28,627
28,627
13,293
28,627
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
36
Note 4: EXPENSES
Loss before income tax includes the following specific expenses:
a.
Expenses
Administration costs
Employment expense
Exploration expense
Interest expense
Marketing expense
Options expense
2013
$
2012
$
233,778
261,816
309,943
249,708
815,488
334,899
1,267
57,309
23,250
2,150
97,438
17,700
-
Share of net loss of associates accounted for using the equity method
9, 22
131,359
Total expenses
1,572,394
963,711
Note 5: INCOME TAX EXPENSE
The prima facie tax on the loss before income tax is reconciled to
income tax as follows:
Loss before income tax expense
Prima facie tax benefit on the loss before income tax at 30%
(2011: 30%)
Add:
Tax effect of:
Other non-allowable items
Less:
Tax effect of:
Other deductible expenses
Future tax benefits not brought to account
Income tax attributable to the Company
2013
$
2012
$
(1,559,101)
(935,084)
(467,730)
(280,525)
137,155
109,918
137,155
(170,607)
(94,842)
(84,371)
425,417
254,978
-
-
The Company has tax losses arising in Australia of $2,686,988 (2012: $1,268,517) that are available indefinitely to offset
against future taxable profits.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
37
Note 6: CASH AND CASH EQUIVALENTS
Cash at bank
Short-term bank deposits
Reconciliation of cash
Cash at the end of the financial year as shown in the statement of cash flows is
reconciled to items in the statement of financial position as follows:
Cash and cash equivalents
2013
$
51,406
2012
$
10,819
-
503,059
51,406
513,888
51,406
51,406
513,888
513,888
Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying
periods of between one day and three months, depending on the immediate cash requirements of the Company, and earn
interest at the respective short-term deposit rates.
Note 7: TRADE AND OTHER RECEIVABLES
Current
Other receivables
Total current trade and other receivables
Non current
Other receivables
Total non current trade and other receivables
2013
$
1,708
1,708
89,441
89,441
2012
$
36,036
36,036
-
-
At the time the statutory financial statements were authorised for issue on 30 September 2013 the audit of Goldsmith
Resources SAC, an associate investment of Company, had not been finalised. Following receipt of the audited accounts of
Goldsmith Resources SAC, the financial statements of the Company have been reissued. As a result, Other receivables of
$89,441 has been reclassified from a current asset to a non current asset. Please refer to Note 28 for further information.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
38
Note 8: DEFERRED EXPLORATION AND EVALUATION EXPENDITURE
Assets in Development
Balance at the beginning of the year
Expenditure incurred
Exploration licenses transferred in from intangible assets
Tenements relinquished
Impairment loss on existing tenements
Net carrying value
2013
$
2012
$
880,313
-
20,839
1,113,344
-
-
120,000
(85,175)
(294,716)
(267,856)
606,436
880,313
The recoupment of costs carried forward in relation to expenditure in the exploration and evaluation phase are dependent
on the successful development and commercial exploitation or sale of the respective areas.
Note 9: INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
Investments accounted for using the equity method
Investment in associate
2013
$
2012
$
268,641
268,641
-
-
Refer to Note 22 Interest in Associates for further information.
At the time the statutory financial statements were authorised for issue on 30 September 2013 the audit of Goldsmith
Resources SAC, an associate investment of Company, had not been finalised. Following receipt of the audited accounts of
Goldsmith Resources SAC, the financial statements of the Company have been reissued. As a result, Investments accounted
for using the equity method was decreased by $131,579. Please refer to Note 28 for further information.
Note 10: OTHER ASSETS
Non Current
Performance bonds with NSW Mines Department
Note 11: TRADE AND OTHER PAYABLES
Current
Unsecured liabilities:
Trade payables and accrued expenses
Amounts payable to Director and related entities
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
2013
$
50,000
50,000
2012
$
50,000
50,000
2013
$
2012
$
174,739
68,286
243,025
69,090
7,988
77,078
39
Note 12: BORROWINGS
Current
Unsecured liabilities:
Borrowings
Total current borrowings
Note 13: OTHER LIABILITIES
Current
Other liabilities:
Accrued Directors Fees
2013
$
2012
$
100,000
100,000
-
-
2013
$
2012
$
157,500
157,500
70,000
70,000
The Company and Messrs Battye and Harder have agreed to defer payment of directors fees of $35,000 per annum each
effective from the date the Company listed on the Australian Securities Exchange (ASX) on 2 September 2011 to 30 June
2013. Mr Waring agreed to defer payment of Directors fees of $17,500 from 1 January 2013 to 30 June 2013. The deferral
of fees is until such time as the Company is in a stronger position to make these payments or they are converted into shares
following shareholder approval. The amount deferred is expensed and recognised as a current liability.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
40
Note 14: CONTRIBUTED EQUITY
52,466,913 (2012: 34,849,692) ordinary shares
Share issue costs
Total issued capital
a.
Ordinary Shares
2013
$
2012
$
4,885,524
4,088,808
(967,547)
(940,630)
3,917,977
3,148,178
2013
No.
2012
No.
At the beginning of the reporting period:
34,849,692
20,980,000
Shares issued during the year:
17,617,221 ordinary shares issued at 4.5 cents each
17,617,221
-
12,713,550 ordinary shares issued at 20 cents each
956,142 ordinary shares issued at 0.001 cents each
200,000 ordinary shares issued at $Nil cents each
-
-
-
12,713,550
956,142
200,000
At the end of the reporting period
52,466,913
34,849,692
During the twelve month period to 30 June 2013, as announced to the Australian Securities Exchange (ASX) on 22
October 2012, 4,706,111 ordinary shares at 4.5 cents each were issued to sophisticated and professional investors
and raised $211,775.
In conjunction with this placement, an offer was made to existing shareholders to participate in a share purchase plan
(SPP) and 5,173,318 ordinary shares at 4.5 cents each were issued to participating shareholders and raised
$232,799. The SPP shortfall of 6,626,681 ordinary shares at 4.5 cents each was placed with sophisticated and
professional investors as announced to the ASX on 21 February 2013 and raised $298,201.
A further placement of 1,111,111 ordinary shares at 4.5 cents each was issued to sophisticated and professional
investors on 22 May 2013 and raised $50,000.
Ordinary shares participate in dividends and the proceeds on winding-up of the parent entity in proportion to the
number of shares held.
At the shareholders’ meetings each ordinary share is entitled to one vote when a poll is called, otherwise each
shareholder has one vote on a show of hands.
b.
Options
During the year, the Company granted 500,000 Options to its Exploration Manager, or his Nominee, in accordance
with his Executive Employment Agreement on the following terms and conditions:
I
500,000 options each to acquire one fully paid ordinary share in the Company at an exercise price of $0.07
and an exercise period expiry date of 31 December 2016; and
Iii
The Company will not apply for official quotation on ASX of the Options.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
41
c.
Capital Management
Management controls the capital of the Company in order to maintain a good debt to equity ratio, provide the
shareholders with adequate returns and ensure that the Company can fund its operations and continue as a going
concern.
The Company’s debt and capital includes ordinary share capital and financial liabilities, supported by financial assets.
There are no externally imposed capital requirements.
Management effectively manages the Company’s capital by assessing the Company’s financial risks and adjusting
its capital structure in response to changes in these risks and in the market. These responses include the management
of debt levels, budgeting and share issues.
There have been no changes in the strategy adopted by management to control the capital of the Company since the
prior year.
Note 15: RESERVES
Reserves
Share Based Payments Reserve
Movement in Reserves
Balance at beginning of year
Recognition of options issued at fair value
Balance at end of year
Nature and purpose of reserves
The share based payments reserve records the value of options issued by the Company.
Note 16: ACCUMULATED LOSSES
Balance at beginning of the financial year
Net loss attributable to members of the Company
Balance at end of financial year
Note 17: TAX
2013
$
90,975
90,975
67,725
23,250
90,975
2012
$
67,725
67,725
50,025
17,700
67,725
2013
$
2012
$
(1,882,744)
(947,660)
(1,559,101)
(935,084)
(3,441,845)
(1,882,744)
Deferred tax assets not brought to account, the benefits of which will only be realised if the conditions for deductibility set out
in Note 1(g) occur.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
42
Note 18: RELATED PARTY DISCLOSURES
Related Parties
a.
The Company’s main related parties are as follows:
i.
Key management personnel:
Any person(s) having authority and responsibility for planning, directing and controlling the activities of the
Company, directly or indirectly, including any director (whether executive or otherwise), are considered key
management personnel.
The directors in office during the year were as follows:
Christopher Battye
Wesley Harder
Robert J. Waring
For details of disclosures relating to key management personnel, refer to Note 19: Key Management
Personnel (KMP) Disclosures.
Appointed 19 August 2005
Appointed 17 February 2010
Appointed 29 November 2010
ii.
Associates
Interests in associates are set out in note 22.
iii.
Joint ventures
Interests in joint ventures are set out in note 23.
b.
Transactions with related parties:
Transactions between related parties are on normal commercial terms and conditions no more favourable than those
available to other parties unless otherwise stated.
The following transactions occurred with related parties:
i.
Other related parties:
Purchase of goods and services:
Corporate advisory fees paid to Spencer Hamilton Ltd, a company
associated with Mr Robert Waring a director and shareholder.
Corporate advisory fees paid to Oakhill Hamilton Pty Ltd, a company
associated with Mr Robert Waring a director and shareholder.
Provision of office space and administrative assistance by The
Conveyancing Shop, a company associated with Mr Chris Battye, a
director of the Company.
2013
$
2012
$
-
73,440
60,842
13,287
-
-
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
43
c.
Amounts payable to related parties:
Trade and other payables:
31,507
7,988
Amounts payable to Directors and related entities, as follows:
Directors fees
Reimbursement of expenses
Corporate advisory services
Total trade and other payable related party amounts
Loans to/from related parties:
Unsecured, at-call loans are provided by directors on an arm’s length basis.
Interest is charged at 0% (2012: 0%) is repayable monthly within the next twelve
(12) months.
i.
Loans from key management personnel related entities:
Beginning of the year
Loans advanced
Loan forgiven
Loans repaid
Interest charged
End of the year
-
6,987
24,520
31,507
-
-
7,988
7,988
-
78,211
-
10,967
15,000
-
(9,925)
(25,967)
-
68,286
-
-
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
44
I
I
C
O
M
M
S
S
O
N
E
R
S
G
O
L
D
L
M
T
E
D
A
N
N
U
A
L
R
E
P
O
R
T
I
I
4
5
Note 19: KEY MANAGEMENT PERSONNEL (KMP) DISCLOSURES
Refer to the remuneration report contained in the directors’ report for details of the remuneration paid or payable to each member of the Company’s key management
personnel for the year ended 30 June 2013. The totals of remuneration paid to KMP of the Company during the year are as follows:
Remuneration of Directors and named executives
Table 1: Directors’ and named executives remuneration for the year ended 30 June 2013
Short-term employee benefits
Post-employment benefits
Equity
Other
Total
%
Salary &
Fees
Bonuses
Non-
Monetary
Benefits
Superannuation
Prescribed
Benefits
Options
Shares
Deferred
Benefits
Performance
Related
Christopher
Battye
Wesley Harder
-
-
Robert Waring 1
21,374
Keith Taylor 2
35,000
Jason Needham
200,000
David Clark
31,836
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
15,775
-
-
-
-
-
-
-
-
-
-
-
23,250
-
Total
288,210
-
-
15,775
-
23,250
-
-
-
-
-
-
-
35,000
35,000
35,000
35,000
17,500
38,874
-
-
-
35,000
239,025
31,836
87,500
414,735
1. Salary & Fees component paid to Oakhill Hamilton Pty Ltd for corporate advisory services of which Mr Waring is a director and shareholder.
2. Paid to Davington Advisory Pty Ltd for secretarial services of which Mr Taylor is a director and shareholder.
-
-
-
-
-
-
46
Table 2: Directors’ and named executives remuneration for the year ended 30 June 2012
Short-term employee benefits
Post-employment benefits
Equity
Other
Total
%
Salary &
Fees
Bonuses
Non-
Monetary
Benefits
Superannuation
Prescribe
d Benefits
Options
Shares
Deferred
Benefits
Performance
Related
Christopher
Battye
-
Robert McCauley1
101,770
Wesley Harder
-
Robert Waring 2
43,230
Keith Taylor 3
J Needham 4
Total
20,417
66,667
232,084
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1. Not re-elected at the 2011 AGM held 12 December 2011
-
4,117
-
-
-
5,258
9,375
-
-
-
-
-
-
-
-
-
-
-
-
17,700
17,700
-
-
-
-
-
-
-
35,000
35,000
-
105,887
35,000
35,000
-
-
-
43,230
20,417
89,625
70,000
329.159
-
-
-
-
-
-
-
2. Paid to Spencer Hamilton Pty Ltd for corporate advisory services of which Mr Waring is a director and shareholder.
3. Paid to Davington Advisory Pty Ltd for secretarial services of which Mr Taylor is a director and shareholder.
4. Commenced employment on 1 March 2012
I
I
C
O
M
M
S
S
O
N
E
R
S
G
O
L
D
L
M
T
E
D
A
N
N
U
A
L
R
E
P
O
R
T
I
I
4
6
Note 19: KEY MANAGEMENT PERSONNEL (KMP) DISCLOSURES (Continued)
KMP Options and Rights Holdings
The relevant interest in options over ordinary shares held by each KMP of the Company during the financial year is as
follows:
Balance at
beginning of
period
Granted as
remuneration
Options exercised
or vested
Net change Other Balance at end of period
30 June 2013
Chris Battye
Wesley Harder
Robert Waring
Keith Taylor
-
-
-
-
-
-
-
-
Jason Needham
500,000
500,000
David Clark
Total
-
-
500,000
500,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,000,000
-
1,000,000
30 June 2012
Balance at
beginning of
period
Granted as
remuneration
Options exercised
or vested
Net change Other Balance at end of period
Chris Battye
-
Robert McCauley 1
1,500,000
Wesley Harder
Robert Waring
Keith Taylor
Jason Needham 2
David Clark
Total
-
-
-
-
-
500,000
-
-
-
-
-
-
1,500,000
500,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,500,000
-
-
-
500,000
-
2,000,000
1. Not re-elected at the 2011 AGM held 12 December 2011
2. Commenced employment on 1 March 2012
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
47
Note 19: KEY MANAGEMENT PERSONNEL (KMP) DISCLOSURES (Continued)
KMP Shareholdings
The relevant interest in ordinary shares in the Company held by each KMP of the Company during the financial year is as
follows:
30 June 2013
Balance at
beginning of the
Year
Granted as
remuneration
during the Year
Issued on
Exercise of
Options during the
Year
Other changes
during the Year
Balance at end of the
Year
Chris Battye
8,000,000
Wesley Harder
Robert Waring
Keith Taylor
David Clark
Jason Needham
450,000
75,000
427,764
10,000
-
Total
8,962,764
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5,000
111,111
666,666
422,000
44,444
-
8,005,000
561,111
741,666
849,764
54,444
-
1,249,221
10,211,985
30 June 2012
Balance at
beginning of the
Year
Granted as
remuneration
during the Year
Issued on
Exercise of
Options during the
Year
Other changes
during the Year
Balance at end of the
Year
Chris Battye
8,000,000
Robert McCauley 1
Wesley Harder
Robert Waring
Keith Taylor
David Clark
Jason Needham
800,000
450,000
40,000
427,764
10,000
-
Total
9,727,764
1 Not re-elected at the 2011 AGM held 12 December 2011
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
35,000
-
-
-
8,000,000
800,000
450,000
75,000
427,764
10,000
-
35,000
9,762,764
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
48
Note 19: KEY MANAGEMENT PERSONNEL (KMP) DISCLOSURES (Continued)
Other KMP Transactions
The Company and Mr Chris Battye and Mr Wes Harder have agreed to defer payment of directors fees of $35,000 per annum
each effective from the date the Company listed on the Australian Securities Exchange (ASX) on 2 September 2011 until
such time as the Company is in a stronger position to make these payments. The Company and Mr Robert Waring have
agreed to defer payment of Directors fees of $17,500 each effective from 1 January 2013 to 30 June 2013. The amount
deferred is expensed and recognised as a current liability.
The Company has established the Commissioners Gold Limited Employee Share Option Plan (ESOP) and a summary of the
terms and conditions of the Plan are set out below:
i.
ii.
iii.
iv.
All employees (full time and part time) will be eligible to participate in the Plan.
Options are granted under the Plan at the discretion of the board and if permitted by the board, may be issued
to an employee's nominee.
Each option is to subscribe for one ordinary share in the Company and will expire 5 years from its date of issue.
An option is exercisable at any time from its date of issue provided all relevant vesting conditions, if applicable,
have been met. Options will be issued free. The exercise price of options will be determined by the board.
The total number of shares the subject of options issued under the Plan, when aggregated with issues during
the previous 5 years pursuant to the Plan and any other employee share plan, must not exceed 5% of the
Company's issued share capital.
If, prior to the expiry date of options, a person ceases to be an employee of the Company for any reason
other than retirement at age 60 or more (or such earlier age as the board permits), permanent disability,
redundancy or death, the options held by that person (or that person's nominee) automatically lapse
on the first to occur of a) the expiry of the period of 30 days from the date of such occurrence, and b) the
expiry date. If a person dies, the options held by that person will be exercisable by that person's legal
personal representative.
v.
Options cannot be transferred other than to the legal personal representative of a deceased option
holder.
vi.
The Company will not apply for official quotation of any options.
vii.
Shares issued as a result of the exercise of options will rank equally with the Company's previously
issued shares.
viii. Option holders may only participate in new issues of securities by first exercising their options.
ix.
Options are granted under the plan for no consideration.
x.
Each share options converts into one ordinary shares of Commissioners Gold Limited.
The Board may amend the terms and conditions of the plan subject to the requirements of the Listing Rules.
There have been no other transactions involving equity instruments other than those described in the tables above. For details
of other transactions with KMP, refer to Note 18: Related Party Disclosures.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
49
Note 20: LOSS PER SHARE
a.
Basic Loss per share
2013
$
2012
$
I
ii.
Basic Loss (cents per share)
(3.58)
(2.80)
Net loss used to calculate basic loss per share
(1,559,101)
(935,084)
Loss used to calculate basic EPS from continuing operations
No.
No.
Weighted average number of ordinary shares outstanding during the year
used in calculating basic loss per share
iii.
43,551,480
33,409,242
b.
Diluted loss per share
The Company’s potential ordinary shares, being its options granted, are not
considered dilutive as the conversion of these options would result in a
decrease in the net loss per share.
Not applicable
Not applicable
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
50
Note 21: FINANCIAL RISK MANAGEMENT
The Company’s financial instruments consist mainly of deposits with banks, local money market instruments, short-term
investments, accounts receivable and payable, loans to and from related parties, bills and leases. The following table details
the expected maturities for the Company’s non-derivative financial assets. These have been drawn up based on undiscounted
contractual maturities of the financial assets including interest that will be earned on those assets except where the Company
anticipates that the cash flow will occur in a different period.
Financial Risk Management Policies
The Board has overall responsibility for the establishment and oversight of the risk management framework. The Board
reviews and agrees policies for managing each of these risks as summarised below. The Finance Risk and Audit Committee
(FRAC) has been delegated responsibility by the Board of Directors for, among other issues, monitoring and managing
financial risk exposures of the Company. The FRAC monitors the Company’s financial risk management policies and
exposures and approves financial transactions within the scope of its authority. It also reviews the effectiveness of internal
controls relating to commodity price risk, counterparty credit risk, currency risk, financing risk and interest rate risk.
The FRAC’s overall risk management strategy seeks to assist the Company in meeting its financial targets, while minimising
potential adverse effects on financial performance. Its functions include the review of the use of hedging derivative
instruments, credit risk policies and future cash flow requirements.
Specific Financial Risk Exposures and Management
The main risks the Company is exposed to through its financial instruments are credit risk, liquidity risk and market risk
consisting of interest rate risk. This note presents the information about the Company’s exposure to each of the above risks,
their objectives, policies and processes for measuring and managing risk, and the management of capital.
a.
Credit risk
Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of
contract obligations that could lead to a financial loss to the Company.
Credit risk is managed through the maintenance of procedures (such procedures include the utilisation of systems for
the approval, granting and renewal of credit limits, regular monitoring of exposures against such limits and monitoring
of the financial stability of significant customers and counterparties), ensuring to the extent possible, that customers
and counterparties to transactions are of sound credit worthiness. Such monitoring is used in assessing receivables
for impairment. Depending on the division within the Company, credit terms are generally 14 to 30 days from the
invoice date.
Risk is also minimised through investing surplus funds in financial institutions that maintain a high credit rating, or in
entities that the FRMC has otherwise cleared as being financially sound. Where the Company is unable to ascertain
a satisfactory credit risk profile in relation to a customer or counterparty, the risk may be further managed through title
retention clauses over goods or obtaining security by way of personal or commercial guarantees over assets of
sufficient value which can be claimed against in the event of any default.
Credit risk exposures
The maximum exposure to credit risk by class of recognised financial assets at the end of the reporting period excluding
the value of any collateral or other security held, is equivalent to the carrying value and classification of those financial
assets (net of any provisions) as presented in the statement of financial position.
The Company has no significant concentrations of credit risk with any single counterparty or company of
counterparties. Details with respect to credit risk of trade and other receivables are provided in Note 7.
Trade and other receivables that are neither past due nor impaired are considered to be of high credit quality.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
51
b.
Liquidity risk
Liquidity risk arises from the possibility that the Company might encounter difficulty in settling its debts or otherwise
meeting its obligations related to financial liabilities. The Company manages this risk through the following
mechanisms:
preparing forward-looking cash flow analysis in relation to its operational, investing and financing activities;
using derivatives that are only traded in highly liquid markets;
monitoring undrawn credit facilities;
obtaining funding from a variety of sources;
maintaining a reputable credit profile;
managing credit risk related to financial assets;
only investing surplus cash with major financial institutions; and
comparing the maturity profile of financial liabilities with the realisation profile of financial assets.
Cash flows realised from financial assets reflect management’s expectation as to the timing of realisation. Actual timing
may therefore differ from that disclosed. The timing of cash flows presented in the table to settle financial liabilities
reflects the earliest contractual settlement dates and does not reflect management’s expectations that banking facilities
will be rolled forward.
c.
Market risk
Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and equity prices
will affect the Company’s income or value of the holdings of financial instruments. The Company is exposed to
movements in market interest rates on short term deposit. The policy is to monitor the interest rate yield curve out to
120 days to ensure a balance is maintained between the liquidity of cash assets and the interest rate return. The
Company does not have short or long term debt, and therefore this risk is minimal. The Company limits its exposure
to credit risk by only investing in liquid securities and only with counterparties that have acceptable credit ratings.
d.
Interest rate risk
The Company is exposed to interest rate risk as the Company deposits the bulk of its cash reserves in Term Deposits.
The risk is managed by the Company by maintaining an appropriate mix between short term and medium-term
deposits. The Company’s exposures to interest rate on financial assets and financial liabilities are detailed in the
liquidity risk management section of this note.
Interest rate sensitivity
At 30 June 2013, the effect on loss and equity as a result of changes in the interest rate, with all other variable remaining
constant would be as follows:
Increase in interest rate by 1%
Decrease in interest rate by 1%
2013
$
2012
$
(1,000)
5,030
1,000
(5,030)
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
52
The totals for each category of financial instruments, measured in accordance with AASB 139 as detailed in the accounting
policies to these financial statements, are as follows:
Note
2013
$
2012
$
Financial assets
Cash and cash equivalents
Trade and other receivables
Other financial assets
Total financial assets
Financial liabilities
Financial liabilities at amortised cost:
- Trade and other payables
- Borrowings
- Other financial liabilities
Total financial liabilities
6
7
8
11
12
13
51,406
91,149
50,000
513,888
36,036
50,000
192,555
569,924
243,025
100,000
157,500
77,078
-
70,000
500,525
147,078
The following table details the expected maturities for the Company’s non-derivative financial assets. These have been
drawn up based on undiscounted contractual maturities of the financial assets including interest that will be earned on
those assets except where the Company anticipates that the cash flow will occur in a different period.
Weighted
average
effective
interest
rate
%
Less than 1
month
1 – 3
Months
3 months –
1 year
1 – 5 years
5+ years
$
$
$
$
2013
Non-interest bearing
Variable interest rate
instruments
Fixed interest rate
instruments
Receivables
2012
Non-interest bearing
Variable interest rate
instruments
Fixed interest rate
instruments
Receivables
-
-
-
-
-
-
21,428
29,978
-
-
4,700
9,188
-
-
-
-
-
-
5.5
-
-
500,000
36,036
-
$
-
-
-
50,000
-
-
1,708
89,441
-
-
-
-
50,000
-
-
-
-
-
-
-
-
-
-
-
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
53
The following tables detail the Company’s remaining contractual maturities’ for its non-derivative financial liabilities. These
are based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be
required to pay. The table includes both interest and principal cash flows.
Weighted average
effective interest rate
%
2013
Non-interest bearing:
- Trade and other loan/payables
- Borrowings
- Other liabilities
2012
Non-interest bearing:
- Trade and other payables
- Borrowings
- Other liabilities
-
-
-
-
-
Less than 1
month
1 – 3
Months
3 months –
1 year
1 – 5 years
5+ years
$
-
174,739
-
157,500
-
77,078
-
70,000
$
-
-
-
-
-
-
-
-
$
-
68,286
100,000
-
-
-
-
-
$
$
-
-
-
-
-
-
-
70,000
-
-
-
-
-
-
-
-
Note 22: INVESTMENTS IN ASSOCIATES
Interests in associates are accounted for using the equity method of accounting. Information relating to associates is set
out below:
(a) Carrying amounts
Percentage interest
Company
Unlisted associate
Principal activities
Goldsmith Resources SAC
Mineral processing
2013
2012
%
25
%
-
2013
$
268,641
2012
$
-
(b) Movements in carrying amounts
Carrying amount at the beginning of the financial year
Acquisition of shares in associate
Share of gains/(losses) after income tax
Carrying amount at the end of the financial year
(shown as investment cost)
(c) Share of associates’ income
Profit/(loss) before income tax
Income tax expense
Profit/(loss) after income tax
-
400,000
(131,359)
268,641
(131,359)
-
(131,359)
-
-
-
-
-
-
-
At the time the statutory financial statements were authorised for issue on 30 September 2013 the audit of Goldsmith
Resources SAC, an associate investment of Company, had not been finalised. Following receipt of the audited accounts
of Goldsmith Resources SAC, the financial statements of the Company have been reissued with the effect of reducing
the share of associates’ income and the corresponding movement in the carrying amount of this investment by $131,579.
Please refer to Note 28 for further information.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
54
Note 23: AUDITORS REMUNERATION
Remuneration of the auditor of the Company for:
Auditing or reviewing the financial statements
21,500
21,245
2013
$
2012
$
Note 24: COMMITMENTS AND CONTINGENCIES
Remuneration Commitments
The Company and Mr Jason Needham are parties to an Executive Employment Agreement dated 1 March 2012 by which
the Company will employ Mr Needham as an exploration manager from 1 March 2012. Mr Needham works for the Company
on a full time basis. The Company pays Mr Needham a remuneration package of $200,000 per annum, plus superannuation.
The Company will review Mr Needham’s performance annually.
Guarantees
Commissioners Gold Limited did not commit to nor make guarantees of any form as at 30 June 2013.
Contingent liabilities
There are no contingent liabilities as at 30 June 2013.
Exploration licence expenditure requirements
In order to maintain the Company’s tenements in good standing with the various mines departments, the Company will be
required to incur exploration expenditure under the terms of each licence of $25,000 per annum per licence area. It is likely
that the granting of new licences and changes in licence areas at renewal or expiry, will change the expenditure commitment
to the Company from time to time.
Note 25: DIVIDENDS
The Directors of the Company have not declared any dividends for the year ended 30 June 2013.
Note 26: EVENTS SUBSEQUENT TO REPORTING DATE
There has not been any matter or circumstance that has arisen after balance date that has significantly affected, or may
significantly affect, the operations of the Company, the results of those operations, or the state of affairs of the Company in
future financial periods.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
55
Note 27: CASH FLOW INFORMATION
Reconciliation of Cash Flow from Operations with Loss after Income Tax
Loss
Non-cash flows in profit:
2013
$
2012
$
(1,559,101)
(935,084)
Exploration expenditure written-off
679,620
267,856
Share of net loss of associates accounted for using the equity method
131,359
-
Options expense
Changes in assets and liabilities
(Increase)/decrease in trade and term receivables
Increase/(decrease) in trade payables and other payables
Increase/(decrease) in borrowings
Increase/(decrease) in deferred expenditure
Cash flow from operations
23,250
17,700
(55,113)
32,585
165,947
(95,637)
100,000
(10,967)
87,500
70,000
(426,538)
(653,547)
Note 28: REISSUE OF FINANCIAL STATEMENTS
At the time the statutory financial statements were authorised for issue on 30 September 2013 the audit of Goldsmith
Resources SAC, an associate investment of Company, had not been finalised. Following receipt of the audited accounts of
Goldsmith Resources SAC, the financial statements of the Company have been revised, resulting in the following changes
to the Statement of Comprehensive Income and Statement of Financial Position:
STATEMENT OF COMPREHENSIVE INCOME
Note
Reissued on
22 October
Issued on
30 September
Share of net loss of associates accounted for using the
equity method
4
(131,359)
Impact on loss before income tax expense
(131,359)
$
$
220
220
STATEMENT OF FINANICAL POSITION
Note
Reissued on
22 October
Issued on
30 September
$
$
Effect of
revision
$
(131,579)
(131,579)
Effect of
revision
$
Investments accounted for using the equity method
9, 22
268,641
400,220
(131,579)
Impact on net assets of the Company
268,641
400,220
(131,579)
In addition, other receivables (Note 7) of $89,441 has been reclassified in the Statement of Financial Position from a
current asset to a non current asset.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
56
DIRECTORS’ DECLARATION
In the opinion of the Directors of Commissioners Gold Limited (the Company):
1.
2.
3.
The financial statements and notes thereto, as set out on pages 23 to 55 are in accordance with the
Corporations Act 2001 including:
a. giving a true and fair view of the Company’s financial position as at 30 June 2013 and of its
performance for the year then ended; and
b. complying with Accounting Standards and Corporations Regulations 2001; and
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable.
The financial statements and notes thereto are in accordance with International Financial Reporting Standards
issued by the International Accounting Standards Board.
This declaration has been made after receiving the declarations required to be made to the Directors in accordance with
Section 295A of the Corporations Act 2001 for the financial year ended 30 June 2013.
This declaration is signed in accordance with a resolution of the Board of Directors.
Christopher Battye
Executive Chairman
Dated this 23rd day of October 2013
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
57
INDEPENDENT AUDITORS REPORT
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
58
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
59
ADDITIONAL SHAREHOLDER INFORMATION
AS AT 26 AUGUST 2013
A.
Corporate Governance
A statement disclosing the extent to which the Company has followed the best practice recommendations set
by the ASX Corporate Governance Council during the period is contained within the Directors’ Report.
B.
Shareholding
1. Substantial Shareholders
Shareholders
1
2
DUNCAN HARDIE
CHRIS BATTYE
Substantial
Holding
% of Issued
Capital
10,445,535
8,005,000
19.910
15.257
2. Number of holders in each class of equity securities and the voting rights attached (as at 26 August 2013)
Ordinary Shares
In accordance with the Company’s Constitution, on a show of hands every number present in person or by
proxy or attorney or duly authorised representative has one vote. On a poll every member present in person or
by proxy or attorney or duly authorised representative has one vote for every fully paid ordinary share held.
Options
There were four (4) holders of options at 26 August 2013.
3. Distribution schedule of the number of holders in each class of equity security as at close of business
on 26 August 2013.
Fully Paid Ordinary Shares
Spread of Holdings
Holders
Units
% of Issued Capital
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001+
TOTAL ON REGISTER
4
3
128
136
74
345
10
5,027
1,278,000
5,355,401
45,828,475
52,466,913
0.000
0.010
2.436
10.207
87.347
100.000
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
60
4. Marketable Parcel
There are 145 non marketable parcels at 27 August 2013, representing 1,403,037 shares.
5. Twenty largest holders of each class of quoted equity security
The names of the twenty largest holders of each class of quoted security, the number of equity security each
holds and the percentage of capital each holds (as at 27 August 2013) is as follows:
Ordinary Shares Top 20 holders and percentage held
Shareholder
HARDIE OCEANIC PTY LTD
CHRIS BATTYE
OCTOPI ENTERPRISES PTY LTD
XIAODAN LIN
HARDIENZ LIMITED
MRS MARGARET BEATRICE AXTENS
MR PAUL DOMINIC HILLMAN
BRESRIM PTY LTD
P FORD SUPERANNUATION PTY LTD
1
2
3
4
5
6
7
8
9
10 MS LIPING GU
11 MR JINTING XU
12
SANDHURST TRUSTEES LTD
13 MCCAULEY SUPER PTY LTD
14
LEI SHI
15 MR IVAN BROWN
16 OCTOPI ENTERPRISES PTY LTD
17
18
19
DRILLEAST CONTRACTING PTY LTD
BLUESTAR MANAGEMENT PTY LTD
BACK COMPANY PTY LTD
20 MR DAMIEN HANNES
TOP 20 TOTAL
Other shareholders
TOTAL ISSUED CAPITAL
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
Holding
9,334,444
8,005,000
2,000,000
1,250,000
1,111,111
1,044,333
1,037,640
833,333
806,050
800,000
730,000
622,222
600,000
600,000
595,000
570,000
569,393
560,000
533,333
500,000
33,101,859
19,365,054
52,466,913
% of Issued
Capital
17.791
15.257
3.812
2.382
2.118
1.990
1.978
1.588
1.536
1.525
1.391
1.186
1.144
1.144
1.134
1.086
1.085
1.067
1.017
0.953
63.091
36.909
100%
61
6. Company Secretary
The name of the Company Secretary is Keith Taylor.
Address and telephone details of the Company’s registered administrative office and principal place of business:
Suite 605, 1 Railway Street, CHATSWOOD NSW 2067 Australia
Telephone: +61 2 9410 3445
Facsimile: +61 2 9410 0458
Address and telephone details of the office at which a registry of securities is kept:
Boardroom Pty Limited
Level 7, 207 Kent Street, SYDNEY NSW 2000
GPO Box 3993, SYDNEY NSW 2001
Telephone: 1300 737 760
Facsimile: 1300 653 459
Stock exchange on which the Company’s securities are quoted:
The Company’s listed equity securities are quoted on the Australian Securities Exchange – code CGU.
Restricted Securities
Ordinary Shares
There are no restricted ordinary shares.
Options
Number
750,000
750,000
500,000
500,000
Strike
$0.25
$0.30
$0.18
$0.07
Expiry
Restricted until
31 December 2013
31 December 2015
31 December 2014
31 December 2016
Review of Operations
A review of operations is contained in the Directors’ Report on page 8 of this Annual Report.
Consistency with business objectives - ASX Listing Rule 4.10.19
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
62
In accordance with Listing Rule 4.10.19, the Company states that it has used the cash and assets in a form
readily convertible to cash that it had at the time of admission in a way consistent with its business objectives.
The business objective is primarily exploration for natural resources and acquisition of resource based projects.
The Company believes it has used its cash in a consistent manner to which was disclosed under the Prospectus
dated 23 March 2011.
Schedule of Tenements
The Company’s Schedule of Tenements is on page 18 of this Annual Report.
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
63
[this page left blank intentionally]
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
64
[
COMMISSIONERS GOLD LIMITED ANNUAL REPORT
65