Annual Report
Year Ended 31 December 2011
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Corporate Directory
Directors
Michael Hutchinson
Roderick McIllree
Simon Cato
John Mair
Anthony Ho
Jeremy Whybrow
Company Secretary
Miles Guy
Non-executive Chairman
Managing Director
Executive Director
Executive Director
Non-executive Director
Non-executive Director
Registered and head office
Unit 6, 100 Railway Road
Subiaco WA 6008
London
First Floor
47 Charles Street
Mayfair London W1J 5EL
Greenland
Nuugaarmiunt B-847
3921 Narsaq, Greenland
Home Stock Exchange
Australian Securities Exchange, Perth
Code: GGG
Auditors
Deloitte Touche Tohmatsu
Share Registry
Advanced Share Registry
150 Stirling Highway
Nedlands WA 6009
Company Website
www.ggg.gl
Rare Earth Minerals
Continuous Pilot Scale Testing
High Grade Concentrate Production
Concentrated Rare Earth Minerals
Light Rare Earth Product
Mixed Rare Earth Product
Purified Uranium Liquor
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Contents
Corporate governance statement
Directors’ report
Auditor’s independence declaration
Independent auditor’s report
Director’s declaration
Statement of comprehensive income
Statement of financial position
Statements of changes in equity
Statement of cash flows
Notes to the financial statements
1 General information
2 Significant accounting policies
3 Critical accounting estimates and judgments
4 Segmented information
5 Revenue
6 Loss for year before tax
7
Income tax expense
8 Cash and equivalents
9 Trade and receivables
Issued capital
10 Other assets
11 Property plant and equipment
12 Capitalised exploration and evaluation expenditure
13 Trade and other payables
14 Provisions
15
16 Reserves
17 Dividends
18 Accumulated loss
19 Loss per share
20 Non-controlling interest
21 Commitments for expenditure
22 Contingent liabilities
23 Notes to the statement of cash flows
24 Subsidiaries
25 Share based payments
26 Financial instruments
27 Key management personnel compensation
28 Related party transactions
29 Key management personnel equity holdings
30 Parent company information
31 Remuneration of auditors
32 Significant conditional transactions
33 Subsequent events
Additional stock exchange information
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Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
CORPORATE GOVERNANCE
Principles of Best Practice Recommendations commentary
The Board of Directors is responsible for the overall strategy, governance and performance of
Greenland Minerals & Energy Limited (hereafter GMEL or the Company). The Company is an
exploration company whose strategy is to add substantial shareholder value through the acquisition,
exploration, development and commercialisation of projects in Greenland with a focus on the
Kvanefjeld project. The Board has adopted a corporate governance framework which it considers to
be suitable given the size, history and strategy of the Company.
Principles of Best Practice Recommendations
In accordance with ASX Listing Rule 4.10, GMEL is required to disclose the extent to which it has
followed the Principles of Best Practice Recommendations during the financial period. Where GMEL
has not followed a recommendation, this has been identified and an explanation for the departure has
been given.
Principle 1: Lay solid foundations for management and oversight
The Board has established a framework within the Group that:
clarifies the respective roles and responsibilities of Board members and senior executives;
• enables it to provide strategic guidance and effective supervision of management;
•
• ensures a balance of authority so that no single individual has unfettered powers; and
•
identifies significant business risks and ensures that those risks are well managed.
The day-to-day management of the Consolidated group has been delegated to the Managing
Director, Mr Roderick McIllree.
The executives (whether or not a director) have clearly identified areas of responsibility and report
directly to an executive director or the Managing Director who monitors their role.
The Board has also adopted a Board Charter which details the functions and responsibilities of the
Board and those delegated to management. In addition, each executive director and senior executive
has signed an employment agreement. A copy of the Board Charter has been placed on the
Company’s website.
Principle 2: Structure the Board to add value
The Board has been structured so that it has effective composition, size and commitment to
adequately discharge its responsibilities and duties. The names and qualifications of the Directors are
stated in the annual report along with the date of appointment. With the prior consultation with the
Chairman, each Director is entitled to receive independent professional advice at the Company’s
expense.
Mr Michael Hutchinson, Mr Anthony Ho and Mr Jeremy Whybrow are non-executive Directors, with Mr
Hutchinson and Mr Ho fulfilling the independence criteria outlined in the guidelines.
The Board believes that it is able to exercise independence and judgment and does possess the
necessary skills, expertise and experience required to effectively discharge their duties. The focus
has been on the ability of the Board to add value by effectively exercising independence and
discharging their duties, rather than on meeting the independence test in the guidelines.
The role of the Chairman is fulfilled by Mr Michael Hutchinson and Mr Roderick McIllree fills the role of
Managing Director and Chief Executive Officer.
Page | 1
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
CORPORATE GOVERNANCE
The Board has convened an Audit and Risk Committee as well as a Remuneration Committee.
The Board maintains the role of Nomination to itself as it considers the Company not appropriate in
size to justify this as a separate committee.
The executive director board members have full time, executive responsibility for the operations of the
Company.
The responsibilities are split into 3 sections:
•
In Conjunction with the Chairman, the Managing Director’s roles include allocating priorities
and tasks to the executives of the Company, leading the Company generally, raising capital
as required and public relations at all levels.
• Business and strategic development.
• Other corporate support.
The executive directors are responsible for business strategic development and other corporate
support, report on their activities to the Managing Director, who monitors their role and then reports to
the board as required. The board as a whole monitors the Chairman’s and the Managing Director’s
performance.
Principle 3: Promote ethical and responsible decision-making
Ethical and responsible decision-making is promoted by the Board in a top-down approach.
The Board has adopted a Code of Conduct to guide the Directors, the Chairman, the Managing
Director and other key executives as to practices necessary to maintain confidence in the Company’s
integrity and to the responsibility and accountability of individuals for reporting and investigating
reports of unethical behavior.
The Board recognises legal ethical and other obligations to all legitimate stakeholders and the
requirement to act in accordance with these obligations. The Company has formalised its policies
accordingly.
The Board has also adopted a Securities Trading Policy, to guide investment decisions. The
Company has not adopted compliance standards and procedures to facilitate the implementation and
assessment of the Code of Conduct and Securities Trading Policy. Given the Company’s size, history
and strategy it was not considered appropriate to adopt these policies during the reporting period. The
Company will largely comply with these recommendations during future reporting periods.
The Company has formalised its policy accordingly.
The Board has adopted a Diversity Policy as part of the Company’s commitment to workplace
diversity and to ensure a diverse mix of skills and talent exists amongst its directors, senior
management and employees. Diversity includes, but is not limited to, diversity in gender, age,
ethnicity and cultural backgrounds.
No Measurable Objectives were specifically set by the Board during the year, other than the
recruitment of the most suitable candidate for a position, regardless of the individual’s gender or
background. However a specific objective to provide employment and training opportunities to
Greenland nationals, were established by the board.
As a result of this specific objective, there has been an increase to 18 Greenlandic employees as at
31 December 2011 compared to 7 employees at the same time in 2010. The number of Greenlandic
employees was as high as 27 during the 2011 field season.
Page | 2
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
CORPORATE GOVERNANCE
At 31 December 2011 there were 41 employees including directors in the Consolidated group and
34% of these employees were women. This compares to 31 December 2010, when there were 18
employees including directors, of which 31% were women.
The positions held by women in the Consolidated group include two senior corporate positions and
two senior positions within the project team. There are currently no women holding board or senior
management positions (as defined in the remuneration report).
A copy of the Code of Conduct, Securities Trading Policy and Diversity Policy have been placed on
the Company’s website.
Principle 4: Safeguard integrity in financial reporting
The integrity of the Company’s financial reporting is a critical aspect of GMEL’s corporate governance
and structures have been implemented during the reporting period to verify and safeguard the
integrity of the Company’s financial reporting.
The Company’s financial statements are reviewed or audited, at a minimum, each half year. The
financial statements are reviewed by the Board which operates under formal terms of reference. The
Board Charter is placed on the website.
The Board has requested that the Managing director as the Chief Executive Officer and the Chief
Financial Officer to state in writing that the financial statements present a true and fair view, in all
material respects, of the Company’s financial condition and operational results and that,
• The financial records have been properly maintained in accordance with s286 of the
Corporations Act 2001
• The financial statements are in accordance with the Corporations Act 2001, comply with
relevant Accounting Standards and Corporation Regulations 2001.
• The financial statements are founded on sound system of risk management, as outlined in
principle 7.
Principle 5: Make timely and balanced disclosure
The Board promotes timely and balanced disclosure of all material matters concerning the Company.
The Company has formalized its policy to promote a culture whereby all senior management
understands the processes in relation to the timely disclosure of information.
A copy of the Reporting Policy has been placed on the Company’s website.
Principle 6: Respect the rights of shareholders
The Board respects the rights of all shareholders and, to facilitate the effective exercise of those
rights, the Company is committed to effective communication with shareholders. This occurs by
electronic ASX releases to the market, through GMEL e-list email communications (registration is
available via the Company’s website) and by the provision to shareholders of balanced and
understandable information in relation to corporate proposals.
Shareholders generally participate in shareholder meetings through the appointment of a proxy. The
Company’s external Auditor is invited to attend these meetings.
Principle 7: Recognise and manage risk
The Company recognises the importance of managing risk and has established systems to assess
monitor and manage risk based on the Company’s size, history and strategy. The exploration and
development of natural resources is a speculative activity that involves a high degree of financial risk.
Page | 3
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
CORPORATE GOVERNANCE
The Company has formalised its policy to identify, monitor and manage risk. The Company as part of
its risk management, formally established an Audit and Risk Committee
The Company’s executives and senior management, through the Managing Director are responsible
for the identification of material risks to the business and the design and implementation of internal
control systems to manage the identified risks.
The Board has received from management, reports on the effectiveness of the Company’s
management of its material business risks.
The Board has obtained a written confirmation from the Managing Director and the Chief Financial
Officer that the statement in relation to principle 4, that the financial reports are founded on a sound
system of risk management and internal compliance and control and the Company’s risk
management and internal compliance control systems are operating efficiently and effectively in all
material respects.
The principle areas of risk for the Company are in the areas of:
• Occupational health and safety and work related safety risks
• Environment risks
• Security of tenure over tenements
• Financial risk in the areas of maintaining sufficient funding for the continuation of operations
and risks related to fraud, misappropriation and errors.
The Company has implemented and maintains adequate policies to monitor these areas and to
reduce risk exposure.
Principle 8: Remunerate fairly and responsibly
The Board is committed to ensuring that the level and composition of remuneration is sufficient and
reasonable and that its relationship to corporate and individual performance is defined.
Executive Remuneration Policy
The Company remunerates its senior executives in a manner that is market competitive, consistent
with best practice and aligned to the interests of shareholders. Remuneration comprises a fixed
salary, determined from a market review, to reflect core performance requirements and expectations
of the relevant position and statutory superannuation where applicable.
Non-Executive Remuneration Policy
Non-Executive Directors are paid a fixed fee out of the maximum aggregate amount which has been
approved by shareholders. Non-executive Directors are entitled to statutory superannuation where
applicable.
There are no schemes for retirement benefits, other than statutory superannuation, for any non-
executive Director.
A copy of the Code of Conduct has been placed on the Company’s website.
Page | 4
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
DIRECTORS’ REPORT
The directors of Greenland Minerals and Energy Limited submit herewith the annual financial report
for the financial year ended 31 December 2011, in order to comply with the provisions of the
Corporations Act 2001. The directors report the following:
Directors
The names of directors in office at any time during or since the end of the financial year are:
Michael Hutchinson, Non-Executive Chairman
Roderick Claude McIllree, Managing Director
Simon Kenneth Cato, Executive Director
John Mair, Executive Director - Appointed 7 October 2011
Anthony Ho, Non-Executive Director
Jeremy Sean Whybrow, Non-Executive Director
Company Secretary
The following person held the position of Company secretary at the end of the financial year:
Miles Simon Guy – M. Com (PA) is an accountant with 15 years experience in both public practice
and commercial environments. Mr Guy is also currently the Chief Financial Officer for Greenland
Minerals and Energy Limited.
Principal Activities
The principal activity of the Consolidated group during the financial year was mineral exploration and
project evaluation.
There were no significant changes in the nature of the Consolidated group’s principal activities during
the financial year.
Page | 5
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
DIRECTORS’ REPORT
Operating Results
The net loss after providing for income tax amounted to $14,209,550 (2010: loss $7,163,998)
Significant Changes in State of Affairs
During the financial year, there were no significant changes in the state of affairs of the Consolidated
group.
Subsequent Events
At a general meeting of members on 23 January 2012, shareholders approved a restructuring of an
existing royalty arrangement, payable by the Greenland subsidiary from future profits over the
Kvanefjeld project. Under the restructuring the parent Company will acquire a 3% royalty interest
currently held by an external third party, Hackleton Investments Limited. This will result in a
cancellation of a potential future liability to the Consolidated group. GMEL will issue $17.5M shares in
Greenland Minerals and Energy Limited as consideration for the 3% royalty. The settlement of royalty
restructure is conditional on the settlement of the acquisition of the remaining 39% interest in the
Kvanefjeld project, which is discussed further in notes 12 and 32 of the financial statements.
There has not been any other matter or circumstance occurring subsequent to the financial period
that has significantly affected, or may significantly affect, the operations of the Consolidated group,
the results of those operations, or the state of affairs of the Consolidated group in future years.
Future Developments
Disclosure of information regarding likely developments in the operations of the Consolidated group in
future financial periods and the expected results of those operations is likely to result in unreasonable
prejudice to the Consolidated group. Accordingly, this information has not been disclosed in this
report.
Page | 6
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
DIRECTORS’ REPORT
Environmental Regulations
The Consolidated group operates within the resources sector and conducts its business activities with
respect for the environment while continuing to meet the expectations of shareholders, customers,
employees and suppliers. The Consolidated group’s exploration activities are currently regulated by
significant environmental regulation under laws of Greenland and the Commonwealth and states and
territories of Australia. The Consolidated group aims to ensure that the highest standard of
environmental care is achieved, and that it complies with all relevant environmental legislation.
The directors are not aware of any particular or significant environmental issues, which have been
raised in relation to the Consolidated group’s operations during the period covered by this report.
Dividends
In respect of the financial year ended 31 December 2011, no dividends have been paid or declared
since the start of the financial year and the directors do not recommend the payment of a dividend in
respect of the financial year. No dividends were paid in the comparative period ended 31 December
2010.
Shares
During the period ended 31 December 2011, the following ordinary shares of Greenland Minerals and
Energy Limited were issued, as detailed in Note 15 to the financial report.
The total number of ordinary shares on issue at 31 December 2011 was 416,390,488 (31 December
2010: 288,672,163).
The total number of shares issued during the current financial year was 127,718,325. .
There is no other class of shares issued by the Company and the Company has no un-issued shares.
Page | 7
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
DIRECTORS’ REPORT
Details of shares issued during the year or since the end of the financial year as a result of exercised
options are:
Issuing entity
Greenland Minerals
and Energy limited
Greenland Minerals
and Energy limited
Greenland Minerals
and Energy limited
Number of
shares issued
Class of share
Amount paid for
shares
Amount unpaid
on shares
115,195,419
Ordinary shares
5,450,000
Ordinary shares
1,090,000
Ordinary shares
$0.20
$0.50
$1.00
-
-
-
Options and performance rights
During the year ended 31 December 2011 the number of options and performance rights of
Greenland Minerals and Energy Limited that were issued are detailed in Note 25 to the financial
report.
Details of unissued shares or interests under option and performance rights at the date of this report
are:
Issuing entity
Greenland Minerals
and Energy Limited
Greenland Minerals
and Energy Limited
Greenland Minerals
and Energy Limited
Number of
shares
under option
7,000,000
750,000
Number of
shares
under
performance
rights
-
-
-
16,450,000
Class of
shares
Ordinary
shares
Ordinary
shares
Ordinary
shares
Exercise
price of
option
Expiry date of
option
$1.75
31 August 2013
$0.25
31 March 2013
NA
31 August 2013
All options and performance rights listed above were issued during the current financial year.
The holders of these options and performance rights do not have the right, by virtue of being holders,
to participate in any share issue or interest issue of the Consolidated group or of any other body
corporate.
Review of operations
The Consolidated group is a mineral exploration and development consolidated group actively
exploring in southern Greenland.
The 2011 calendar year was a highly productive period for Greenland Minerals and Energy Limited,
with the Consolidated group making significant progress in advancing the Kvanefjeld multi-element
project (rare earth elements (“REEs”), uranium) toward development.
It was a dynamic year in which both the rare earth element and uranium sectors would be best
described as volatile, having both significant highs as well as lows. In early 2011 rare earth prices
skyrocketed as the world absorbed the reality of restricted Chinese export quotas amidst surging
global demand. Prices then retreated a little during the later part of the year, but there is a growing
recognition that the critical rare earths, or the REEs that are forecast to remain in supply deficit for the
medium to long term, will retain high demand and valuations. These include dysprosium, terbium,
yttrium, europium and neodymium; notably elements which are all significant to Kvanefjeld’s future
production profile.
Page | 8
DIRECTORS’ REPORT
Review of operations (cont’d)
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Kvanefjeld weather station
The uranium sector also had a volatile year in 2011. The uranium spot price was steadily rising
through early 2011 until the Japanese eart hquake and Fukishima reactor issues slowed the
momentum of the nuclear renaissance, and sentiment along wit h t he uranium price took a sharp
downward dip. However, by year end, merger and acquisition activity had returned to the uranium
sector, which served to highlight t hat despite the Fukishima reactor issues, the nuclear power sector
remains in line for significant growth, largely driven by t he growing power requirements of developing
nations.
Our belief is that both rare earth elements and uranium have strong outlooks as f uture demand is
strong, and t he real challenge is for new supply to meet the growing demand. Bot h rare eart hs and
uranium are of fundamental strategic significance, and are critical to efficient energy generation,
storage and use.
At the start of 2011 the Consolidated group set out with a number of key objectives that included;
continuing to advance technical work programs in order to maintain our development timeline;
securing greater political and stakeholder support for the Kvanefjeld project; and,
•
•
• negotiating an agreement with joint venture partner Westrip Holdings Limited (“Westrip”) for
GMEL to move to 100% ownership of the Kvanefjeld project.
The Consolidated group was able to achieve all t hese key objectives, placing it in a strong position to
target an increase in market recognition in 2012.
Page | 9
DIRECTORS’ REPORT
Review of operations (cont’d)
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Mineral Resources – Kvanefjeld
Kvanefjeld’s status as one of the largest undeveloped and readily accessible resources of REEs and
uranium was further consolidated in 2011 with the finalisation of a new resource estimate for
Kvanefjeld, and the discovery of potentially significant new satellite deposits at Zones 2 and 3.
In March 2011, the Company released an updated mineral resource estimate for the Kvanefjeld REE-
uranium deposit. This represented the fourth Joint Ore Reserve Committee (JORC) code-compliant
mineral resource estimate that the Company has released since commencing operations on
Kvanefjeld in 2007. SRK Consulting was engaged in 2010 to establish an updated resource estimate
for Kvanefjeld, with a focus on converting Inferred resources into Indicated resources. The areas that
were addressed included increasing the drill density in certain areas of the deposit, utilising the
increased understanding of the geological nature of the deposit to domain the resources, and to
effectively break out the components of the multi-element resource in order to clearly understand the
value distribution. Importantly, substantial developments in understanding the deposit have resulted in
an improved geological model that is closely aligned with the Consolidated group’s metallurgical
development programs, and ultimately, how the deposit will be mined.
Also of importance is the delineation of higher-grade, near surface zones that provide the opportunity
to significantly improve on mine scheduling (e.g. at a 350ppm U3O8 cutoff - 122 Mt @ 1.4% TREO,
404 ppm U3O8, and at a 300ppm U3O8 cut-off - 200 Mt @ 1.3% TREO, 373ppm U3O8). The
outcropping nature of the resource with highest grades in the upper portions, and an overall low
waste-ore ratio, make the Kvanefjeld resource not only extremely large, but highly favourable from a
mining perspective.
Page | 10
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
DIRECTORS’ REPORT
Review of operations (cont’d)
New Deposits and Future Resource Focus
In early 2011, the Company announced drill results from new exploration targets within the broader
northern Ilimaussaq project area. These results included some extremely encouraging drill intercepts,
and importantly confirmed the presence of significant REE-uranium mineralisation outside of
Kvanefjeld. Significant lujavrite-hosted REE-uranium mineralisation was identified at Steenstrupfjeld
that lies adjacent to Kvanefjeld, and at Zones 2 and 3 that are locate 6 - 7 kms away from the
Kvanefjeld plateau.
The Consolidated group has initiated a program aimed at providing training and job
opportunities for local workers.
During the 2011 field program, the Consolidated group conducted further drilling at Zones 2 and 3
with the aim of generating sufficient data to establish initial JORC-code compliant resource estimates.
The 2011 field program represented the company’s fifth successive and highly-productive field
season in Greenland. Extensive intercepts of mineralised lujavrite were encountered at both Zones 2
and 3, and initial resource estimates are scheduled for completion late in Q1 2012.
The Board views the benefit of establishing initial resource estimates for Zones 2 and 3 as two-fold.
Firstly, the global resource of the project will stand to grow substantially. While Kvanefjeld is already
the largest JORC-code compliant REE resource globally, it is expected to move toward the upper
ranks of uranium resources with the Zones 2 and 3 estimates. This only serves to further emphasise
the strategic significance of the project. Secondly, the delineation of new deposits confirmed the
geological theory that the mineralised horizon of lujavrite is present throughout most of the northern
Ilimaussaq; with over 50 square km’s of highly prospective ground remaining untested. This provides
confidence that further REE-uranium deposits could readily be discovered in coming field programs.
Page | 11
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
DIRECTORS’ REPORT
Review of operations (cont’d)
Zone 2
The Zone 2 discovery was expanded by drilling conducted in 2011 and has now been intersected
over an area of 800 x 500m, and mineralisation remains open from the northwest through to the
northeast. The deposit is characterized by a higher-grade upper lens that ranges from approximately
50 m to greater than 100 m in thickness, making it an attractive mining width. The upper lens overlies
a larger, lower grade lens. The attractive uranium and REE grades of the upper lens are expected to
increase the inventory of high-grade material in the overall project significantly.
Drilling at Zone 2
Zone 3
The 2011 drilling at Zone 3 continued to expand the mineralised envelope. The Zone 3 deposit
outcrops along the eastern contact of the Ilimausaaq Complex. Drilling has now extended the
mineralised envelope to approximately 250 x 600m. The mineralised panel at Zone 3 plunges back
into the complex such that it remains open to the west. If it is decided that the area to the east of the
Ilimaussaq complex is the most favorable location for the processing plant and related infrastructure,
Zone 3 will be the closest resource to the processing plant.
Metallurgical Process Development
In 2011, the Consolidated group’s metallurgical team made some major technical advances in
establishing an optimal flow-sheet for the Kvanefjeld project. In Q1 2010, the Company released an
Interim Pre-Feasibility report on the Kvanefjeld project. The study drew upon extensive historical
metallurgical studies generated by Danish Government research agencies, as well as initial studies
conducted by GMEL through 2008 and 2009.
Page | 12
DIRECTORS’ REPORT
Review of operations (cont’d)
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Work at the Consolidated group’s operational base in Narsaq
The 2010 study clearly demonstrated that Kvanefjeld could be developed as a large-scale, long-life
and cost effective producer of uranium and rare earth concentrates. The base-case flow-sheet
outlined in the Interim Report features a whole-of-ore alkaline pressure leach circuit to extract
uranium; a process that was designed and piloted successfully by Danish researchers, and further
verified by GMEL testwork.
Following this leach stage, rare earth oxide (“REO”) bearing minerals are concentrated using flotation
to approximately halve the ore mass and double REO concentrations. This concentrate is then
leached with acid to extract REOs and generate a REO concentrate.
Since the release of the Interim Report, GMEL has continued make significant technical advances
that further enhance the project.
In 2011, the Company released a new mineral resource estimate for Kvanefjeld that saw an increase
in overall tonnage, and the definition of high grade domains through the upper level of the resource.
This allowed for an improvement in both REO and U3O8 grades in the mine schedule. Improvements
were also made in REO recoveries in the base-case flowsheet.
However, the most significant technical development was the establishment of a means to effectively
beneficiate the Kvanefjeld resources. This development followed on from extensive mineralogical
studies that provided a comprehensive understanding of the minerals that make up the Kvanefjeld
deposit. GMEL has been conducting a mineralogical research program at the University of British
Columbia (“UBC”), Vancouver, since 2010; a program that has aided in improving the quality and
understanding of mineral resources, as well as focussing beneficiation studies. The resources at
Kvanefjeld are hosted by lujavrite; an unusual nepheline syenite. Within the lujavrite the dominant
host to both uranium and REEs are unusual phospho-silicate and phosphate minerals. The most
important of these is steenstrupine, with lesser vitusite. The balance of REEs and uranium are hosted
in Na-Zr silicate minerals (lovozerite group).
Page | 13
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
DIRECTORS’ REPORT
Review of operations (cont’d)
Major beneficiation breakthroughs were achieved in 2011, with the establishment of a flotation
method to concentrate the bulk of REOs and uranium into <15% of the original mass. This
development opened up a number of alternate options to the base-case scenario. The Consolidated
group has been conducting leach studies on the flotation concentrates and initial studies suggest that
the concentrate is amenable to leaching using conventional acid solutions under atmospheric
conditions.
The technical breakthroughs in beneficiation and leaching allow for the establishment of an alternate,
simple flowsheet with low technical risk. The development of this flowsheet is currently underway, and
trade-off studies are evaluating it against the base-case flowsheet to ultimately firm up the optimal
development scenario. The Consolidated group’s aim is to drive the economics of the Kvanefjeld
project by uranium and heavy rare earth production. Kvanefjeld will also produce light REE
concentrates, but the Company aims to have flexibility in light REE production and pricing to reduce
exposure to market risk.
A large community attendance at the Qaqortoq open day, the open days form part of the
Consolidated group’s community involvement and information program.
Introduction of a Uranium Licensing Framework for Kvanefjeld
Undoubtedly, one of the most important developments during 2011 was the introduction of a uranium
licensing framework for the Kvanefjeld project by the Government of Greenland. Exploration license
EL 2010/02 covers the northern Ilimaussaq complex and includes the world-class Kvanefjeld
resource, along with the emerging satellite deposits Zones 2 and 3.
Page | 14
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
DIRECTORS’ REPORT
Review of operations (cont’d)
Under the licensing framework in Greenland, the licensee maintains the right to apply for an
exploitation (mining) license for all exploitable elements listed on the exploration license. Importantly
EL 2010/02 now includes radioactive materials, providing the Consolidated group with the clear right
to apply for the exploitation of radioactive elements along with all other exploitable elements. The
granting of an exploitation license will be dependent on gaining government approval by establishing
an environmentally and socially sustainable development scenario that is economically robust.
The amendment comes approximately one year after the Government of Greenland issued GMEL
with an evaluation permit to allow for comprehensive feasibility studies to be conducted on a mineral
deposit that includes uranium. Through the first half of 2011, the Consolidated group conducted
extensive stakeholder engagement to establish the terms-of-reference for environmental and social
impact assessments. These terms were approved by the government in July, and both the
environmental impact assessment (“EIA”) and social impact assessment (“SIA”) are progressing on
schedule. The Consolidated group expects to lodge an application for the exploitation of Kvanefjeld at
the end of 2012.
The Consolidated group’s license over the Kvanefjeld project is the first exploration license to be
inclusive of uranium in Greenland. Greenland’s move toward allowing uranium production is in line
with a growing wave of support for uranium production in Arctic regions. In late 2011, Innuit groups in
Newfoundland and Labrador approved the removal of a moratorium on uranium exploration and
production, and the development of uranium mines in Nunavut is now well-advanced.
Finalisation of Terms to move to 100% Ownership of the Kvanefjeld Project
In August 2011, GMEL announced that it had finalised terms with Westrip and Rimbal Pty Ltd
(“Rimbal”) to acquire the outstanding 39% of the exploration license (EL 2010/02) over the northern
Ilimaussaq Complex in Greenland that contains the Kvanefjeld multi-element deposit (rare earth
elements, uranium, zinc) and nearby satellite deposits; namely Zones 2 and 3.
The Consolidated group firmly believed that in the context of the evolution of the Kvanefjeld project, it
was increasingly important to move to 100% control. With political support firming up, a steadily
growing resource base, and major metallurgical advances in the pipeline, 100% ownership of the
project was becoming increasingly important to maximise future growth in the valuation of the
Kvanefjeld project.
In summary the agreement provides for:
1. GMEL to acquire the outstanding 39% of Greenland Minerals and Energy (Trading) A/S it
does not own and thereby move to 100% ownership along with the termination of the joint
venture agreement for the consideration outlined in point 2 below.
2. Pursuant to the agreement GMEL will pay the sum of $39,000,000 (AUD) in cash, 7,825,000
shares, and 5,000,000 options (ex $1.50) in a predetermined proportion to shareholders of
Westrip Holdings, the joint venture vehicle.
3. GMEL has also entered into an off-take agreement for the lujavrite rock type from license
2010/24 located immediately to the south of the northern Ilimaussaq license. Lujavrite is the
rock-type that is host to REE-U-Zn mineralisation at Kvanefjeld.
4. Dismissal of all legal proceedings with no orders as to costs.
5. Dismissal of the UK Proceedings and agreement by the Company and the minority
shareholders of Westrip to lift the injunction granted by the High court of England and Wales
over the minority interest of the joint venture also with no order as to costs.
Page | 15
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
DIRECTORS’ REPORT
Review of operations (cont’d)
Under the terms of the original agreement in August 2011, the company had until mid-January 2012
to complete the transaction. This has now been extended due to volatility in the financial markets,
until June 15th 2012. The Company’s priority is to take the least dilutive and lowest cost of capital
route to insure minimal dilution to shareholders.
In summary, 2011 was a particularly significant year in that core aspects of the Kvanefjeld project
were significantly de-risked, providing the Consolidated group with a solid foundation to drive the
project toward development on schedule. This brings full focus to the project at a time when key
technical developments are being finalized.
In early 2012 the Consolidated group aims to finalise the optimal flow-sheet for the Kvanefjeld project,
before heading straight into detailed engineering design work. The aim is to establish a cost-effective
development scenario with minimal technical and market risk; a scenario that can be readily
implemented in Greenland with the potential to scale-up production to meet growing demand.
The definition of resources at Zones 2 and 3 will increase the global resource base significantly. On
the basis of a strong year on 2011, GMEL is now well-placed to ensure Kvanefjeld is at the forefront
of both emerging rare earth and uranium producing projects globally.
Chairman, Michael Hutchinson and Chief Operations Officer, Shaun Bunn on site at
Kvanefjeld.
Page | 16
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Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
DIRECTORS’ REPORT
Review of operations (cont’d)
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Financial Position
The net assets of the Consolidated group were $57,992,459 as at 31 December 2011 (2010:
$52,779,766).
The Consolidated group is in a strong financial position at the end of the financial year with sufficient
financial resources to undertake its immediate objectives. The Consolidated group’s objective is to
locate new mineral discoveries that significantly upgrade the value of its projects and consider other
opportunities in Greenland’s resources sector.
Information on Director
Michael Hutchinson - Non-Executive Chairman – Appointed 25 November 2008
Special responsibilities
Member of the Remuneration Committee (Chairman)
Member of the Audit Committee
Qualifications
BSc (Hons) Geography
Experience
Mr Michael Hutchinson has had a distinguished career in resources and commodity trading, having
served as Director of the London Metal Exchange, the world's largest market in options and futures
contracts on base and other metals.
Mr Hutchinson also served as Chairman of RBS Sempra Metals Limited, and Wogen PLC; a trader of
off-exchange metals that sources metals worldwide for industrial end users. In addition, Mr
Hutchinson previously served as a director of MG PLC.
Page | 20
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
DIRECTORS’ REPORT
Information on Directors (cont’d)
Michael Hutchinson (cont’d)
Interest in shares, options and performance rights
1,400,000 Unvested performance rights
Directorships held in other listed entities
Non-executive director - Mecom Plc – since April 2009
Former directorships in other- listed entities in the last 3 years
Wogen Plc – July 2009 to November 2009
Roderick McIllree - Managing Director – Appointed 23 March 2007
Qualifications
B.Sc. (Mineral Exploration and Mining Geology), G.Cert. (Mineral Economics) MAusIMM.
Experience
Mr Roderick McIllree graduated from Curtin University of Technology in 1996 with a Bachelor of
Science degree (Mineral Exploration and Mining Geology) and commenced a career in the minerals
industry. Working in Western Australia's goldfields for companies including Placer Dome and Wiluna
Gold, Roderick gained experience in all facets of mineral exploration and mining.
Roderick then headed abroad, gaining international experience in the prolific mineral belts of Chile,
before returning to Australia's gold sector. After completing a graduate diploma in Mineral Economics,
Roderick moved into the finance sector and worked as an analyst and advisor for broking houses
active in Australian and international capital markets. This further broadened his experience, following
emerging mining projects in Australia, Indonesia, Congo, and the Philippines. This led Roderick to
aiding in the establishment of several successful mining ventures including Medusa Mining, Anvil
Mining, and Kingsrose Mining.
Roderick was the founding Managing Director of 'The Gold Company' (now Greenland Minerals and
Energy Ltd), and was instrumental in the company's push into Greenland and the acquisition to
Kvanefjeld project in 2007. Since then, Roderick's drive, focus and enthusiasm has been critical to
evolution of Greenland Minerals and Energy Ltd, where he has built an organisation of top level
mineral's industry professionals, and has successfully established the company's increasing
international profile.
Interest in shares, options and performance rights
11,411,456 Ordinary Shares
2,800,000 Unvested unlisted options
2,700,000 Unvested performance rights
Other board positions held in the last 3 years
Convergent Minerals Limited – July 2006, Resigned 19 Dec 2011
Page | 21
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
DIRECTORS’ REPORT
Information on Directors (cont’d)
Simon Cato - Executive Director – Appointed 21 February 2006
Qualifications
B.A.
Experience
Mr Cato has over 25 years capital markets experience in broking, regulatory roles and as director of
listed companies. He initially was employed by the ASX in Sydney and in Perth.
During the last 19 years he has been an executive director and/or responsible executive of 3
stockbroking firms and in those roles he has been involved in many aspects of broking including
management issues such as credit control and reporting to regulatory bodies in the securities
industry. As a broker he has also been involved in the underwriting of a number of initial public offers
and has been through the process of an initial public offer listing in a dual role of broker and
director. Currently he holds a number of executive and non-executive roles with listed companies in
Australia.
Interest in shares, options and performance rights
4,712,200 Ordinary shares
600,000 Unvested performance rights
Other board positions held
Chairman of:
Advanced Share Registry Limited - since August 2007.
Director of:
Bentley International Limited – since February 2004
Queste Communications Limited – since February 2008
Transaction Solutions International Limited – since February 2010
Positions held in the last 3 Years
Convergent Minerals Limited - July 2006 to 19 Dec 2011
Sofcom Limited – January 2004 to March 2008
Scarborough Equities Limited – November 2004 to March 2009
Dr John Mair – Executive Director – Appointed 7 October 2011
Qualifications
PhD (Geol), MAus IMM
Experience
Dr John Mair completed a Bachelor of Science with Honours, majoring in geology, at the University of
Western Australia, before commencing a career in the minerals sector, working in gold exploration
and mining in Western Australia's goldfields. He returned to the university system to undertake a PhD
study on the gold and base metal deposits of Canada's Yukon Territory and east-central Alaska. After
completing the PhD in 2004, John returned to the minerals industry working in exploration for
porphyry Cu-Au deposits in New South Wales, and gold deposits in China. In mid-2005 John took the
position of Post-Doctoral Research Fellow at the University of British Columbia, with a focus on the
metallogeny of southwest Alaska.
At completion of the project in 2006, John returned to the minerals industry as a project co-
coordinator for Vancouver-based exploration group Geoinformatics Exploration Inc., who in alliance
with Kennecott, were exploring for Cu-Mo-Au deposits in western North America from Mexico to
Alaska. During this period, John planned and implemented large-scale exploration programs through
remote northern British Columbia, as well as providing technical expertise to exploration programs in
Alaska and Mexico. In mid-2008 John returned to Australia to join Greenland Minerals and Energy
Limited as General Manager.
Page | 22
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
DIRECTORS’ REPORT
Information on Directors (cont’d)
John Mair (cont’d)
John has published several papers in leading international scientific journals on tectonics, structural
geology, mineral deposit geology, igneous petrology and mineralogy. He has also presented at
Masters short courses on ore deposit geology. Of particular relevance is his understanding of the
behavior of rare earth elements, and is experienced in separating pure rare earth elements from a
wide variety of rock types from start to finish. He is a member of the Society of Economic Geologists
and the Australian Institute of Mining and Metallurgy.
Since 2008, John has been instrumental in the technical development of the Kvanefjeld project, and
also in the corporate evolution of the company. He presents on the Company's behalf in commercial,
technical and political forums internationally.
Interest in shares, options and performance rights
5,110,000 Ordinary Shares
2,100,000 Unvested unlisted options
2,100,000 Unvested performance rights
Other board positions held
Nil
Anthony Ho - Non-Executive Director - Appointed 9 August 2007
Special responsibilities
Member of the Audit Committee (Chairman)
Member of the Remuneration Committee
Qualifications
B.Comm, CA, FAICD, FCIS
Experience
Mr Tony Ho is an experienced company director having held executive directors and chief financial
officer roles with a number of publicly listed companies. Tony was executive director of Arthur Yates
& Co Limited, retiring from that position in April 2002. His corporate and governance experience
include being chief financial officer/finance director of M.S. McLeod Holdings Limited, Galore Group
Limited, the Edward H O'Brien group of companies and Volante Group Limited.
Mr Ho was the past non-executive chairman of St. George Community Housing Limited (November
2002 to December 2009) where he was also a member of the Audit and Remuneration Committees.
Prior to joining commerce, Mr Ho was a partner of Cox Johnston & Co, Chartered Accountants, whic h
has since merged with Ernst & Young.
Mr Ho holds a Bachelor of Commerce degree from the University of New South Wales and is a
member of the Institute of Chartered Accountants in Australia and a fellow of both the Chartered
Institute of Company Secretaries and the Institute of Company Directors.
Page | 23
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
DIRECTORS’ REPORT
Information on Directors (cont’d)
Anthony Ho (cont’d)
Interest in shares & options
250,000 Ordinary Shares
600,000 Unvested performance rights
Other board positions held
Non-executive director – Metal Bank Limited, October 2011 and chairman of the Audit Committee
Chairman - Apollo Minerals Limited, July 2009 and chairman of the Audit Committee
Non-executive director - Hastings Rare Metals Limited, March 2011 and chairman of the Audit
Committee
Non-executive director - DoloMatrix International Limited, April 2007 and chairs the Audit and
Compliance Committee;
Board positions held in the last 3 years
Chairman Esperance Minerals Limited – July 2008 to March 2010
Jeremy Sean Whybrow – Non-executive director – Appointed 21 February 2006
Qualifications
B.Sc. (Mineral Exploration and Mining Geology), G.Cert(Minerals Economics), M.Aus.I.M.M
Experience
Mr Jeremy Whybrow graduated from Curtin University of Technology in 1996 with a Bachelor of
Science degree (Mineral Exploration and Mining Geology), and has had over 15 years experience in
the minerals industry both domestically and internationally.
Jeremy has worked for companies such as Sons of Gwalia Ltd, PacMin Ltd, Teck Australia Ltd, Mount
Edon Gold Mines Ltd and Croesus Mining NL. His experience has been mainly in the operational
environment and includes significant exposure to exploration and mining operations, project
evaluation and feasibility studies.
Jeremy also has extensive international exploration experience having worked in China, Africa and
the Philippines as well as numerous localities in Australia.
As a founding director of Greenland Minerals and Energy, Jeremy has been instrumental in
conducting the exploration programs that have seen the Kvanefjeld project emerge as the world's
largest resource of rare earth elements (as defined by internationally recognized reporting standards).
Drawing on his solid foundation of operational experience Jeremy put in place many of the systems
critical to generating the high-quality datasets that underpin the projects mineral resources.
Interest in Shares, options and performance rights
6,010,200 Ordinary shares
1,000,000 Unvested performance rights
Directorships held in other listed entities
Noricom Gold Limited – November 2010, Non-executive director
Positions held in the last 3 Years
Convergent Minerals Limited. – January 2006 to 19 December 2011
Page | 24
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
DIRECTORS’ REPORT
Remuneration Report – Audited
This remuneration report, which forms part of the directors’ report, details the nature and amount of
remuneration for each director of Greenland Minerals and Energy Limited and senior management,
for the financial year ended 31 December 2011.
Director and senior management details
The following persons acted as directors of the Company during or since the end of the financial year:
Michael Hutchinson, Chairman
Roderick Claude McIllree, Managing Director
John Mair, Executive Director – appointed 7th October 2011
Simon Kenneth Cato, Executive Director
Anthony Ho, Non-Executive Director
Jeremy Sean Whybrow, Non-Executive Director
The term ‘senior management’ is used in this remuneration report to refer to the following persons.
Except as noted above, the named persons held their current position for the whole of the financial
year and since the end of the financial period:
Shaun Bunn, Chief Operations Officer
Miles Guy, Chief Financial Officer and Company Secretary
Remuneration Policy
The remuneration policy of Greenland Minerals and Energy Limited has been designed to align
director and senior management objectives with shareholder and business objectives by providing a
fixed remuneration component and offering specific long-term incentives based on key performance
indicators affecting the Consolidated group’s financial results. The board of Greenland Minerals and
Energy Limited believes the remuneration policy to be appropriate and effective in its ability to attract
and retain the best senior management and directors to run and manage the Consolidated group, as
well as create alignment of interests between directors, senior management and shareholders.
The board’s policy for determining the nature and amount of remuneration for board members and
senior executives of the consolidated group is as follows:
All senior management receives a market rate base salary (which is based on factors such as length
of service and experience) and superannuation.
The directors and senior management, where applicable receive a superannuation guarantee
contribution required by the government, which is currently 9% and do not receive any other
retirement benefits.
All remuneration paid to directors and senior management is valued at the cost to the Consolidated
group and expensed. Options and rights granted to directors and senior management as part of
remuneration are valued at grant date using appropriate valuation techniques.
The board policy is to remunerate non-executive directors with a base fee and, for special exertion, at
market rates for time, commitment and responsibilities. The board as a whole, fulfilling the role of the
remuneration committee determines payments to the non-executive directors and reviews their
remuneration annually, based on market rates, their specific duties and responsibilities. Additional
consultancy fees may be payable where the non-executive director has had additional responsibilities
associated with specific tasks or responsibilities outside their normal duties.
Page | 25
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
DIRECTORS’ REPORT
Remuneration Report – Audited (cont’d)
The maximum aggregate amount of fees that can be paid to non-executive directors is subject to
approval by shareholders at the Annual General Meeting. The current shareholder approved cap on
these fees is $400,000 per annum. Fees for non-executive directors are not linked to the
performance of the Consolidated group. However, to align directors’ interests with shareholder
interests, the directors are encouraged to hold shares in the Company.
Details of Remuneration
The remuneration for the directors and senior management of the Company during the current
financial year was as follows:
Short Term
Post -
employment
Long Term
Share based payments
Fair Value
Salary/
consultancy
fees
Director
fees
Super-
annuation
TOTAL
CASH
PAYMENT
Rights (i)
Options
(ii)
Provision
for long
service
leave
TOTAL
REMUNER-
ATION
%
Consisting
of share
based
payments
$
$
$
$
$
$
$
$
140,000
408,000
312,500
-
-
-
67,500
50,000
- 207,069
152,500 45,000
152,600
12,600
-
36,720 444,720 618,907 365,557
28,125 340,625 481,372 275,021
73,831
238,681
12,250
29,168 1,458,352
- 1,097,018
4,500
122,000
78,577
- 207,069 181,072
17,775 215,275 128,492
-
-
-
-
-
21,876
200,577
388,141
365,643
345,000
199,444
-
-
1,624,944 302,069
23,626 368,626 418,372 548,888
17,950 217,394
-
141,296 2,068,309 2,025,225 1,189,466
44,602
- 1,335,886
261,996
-
63,294 5,346,294
31%
67%
69%
39%
47%
35%
72%
17%
60%
Year ended
31 Dec 2011
Executive
Directors
Simon Cato
Roderick McIllree
John Mair (iii)
Non-executive
Directors
Anthony Ho
Michael Hutchinson
Jeremy Whybrow
Senior
Management
Shaun Bunn
Miles Guy
Total
(i) All performance rights are Long Term Incentives that are subject to service period and share
price vesting conditions which are detailed further in note 25 to the financial statements and
can not be converted to fully paid shares unless the vesting conditions are satisfied.
(ii) With the exception of 750,000 options with an exercise prices of $0.25 (fair value $261,587)
all options are Long Term Incentives that are subject to service period and share price vesting
conditions which are detailed further in note 25 to the financial statements and can not be
converted to fully paid shares unless the vesting conditions are satisfied.
(iii) John Mair was appointed an Executive Director 7 October 2011, prior to this date Mr Mair
held the senior management position of General Manager.
Page | 26
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
DIRECTORS’ REPORT
Remuneration Report – Audited (cont’d)
The remuneration for the directors and senior management of the Company during the prior financial
year was as follows:
Short Term
Post -
employment
Long Term
Share based payments
Fair Value
Salary/
consultancy
fees
Director
fees
Super-
annuation
TOTAL
CASH
PAYMENT
Rights (i)
Options
(ii)
Provision
for long
service
leave
TOTAL
REMUNER-
ATION
%
Consisting
of share
based
payments
$
$
$
$
$
$
$
$
10,000
127,500
199,500 12,500
50,000 30,000
149,875
12,375
19,080 231,080
87,200
7,200
-
59,000
- 190,462
- 43,333
4,500
63,500
- 190,462
43,333
-
-
-
-
-
337,500
90,000
200,000
-
-
-
1,004,500 345,295
8,100
- 337,500
98,100
18,000 218,000
69,255 1,419,050
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
149,875
231,000
87,200
63,500
190,462
43,333
-
-
-
337,500
98,100
218,000
- 1,419,050
-
-
-
-
-
-
-
-
-
-
Year ended
31 Dec 2010
Executive
Directors
Simon Cato
Roderick McIllree
Jeremy Whybrow
Non-executive
Directors
Anthony Ho
Michael Hutchinson
Malcolm Mason (i)
Hans Kristian
Schønwandt (ii)
Senior
Management
Shaun Bunn
Miles Guy
John Mair
Total
(i)
(ii)
Resigned 28 September 2010
Resigned 9 March 2010
No director or senior management person appointed during the current or prior period received a
payment as part of his consideration for agreeing to hold the position.
No cash bonuses were paid to any directors or senior management during the current or prior period.
Employee share option plan (‘ESOP’)
Greenland Minerals and Energy Limited operates an ownership-based scheme
for senior
management and employees of the Consolidated group. In accordance with the provisions of the
ESOP, as approved by shareholders at the general meeting on the 25 June 2009, eligible employees
can be offered participation in the ESOP, at the discretion of the Board. The Board’s discretion will be
based on the consideration of, among other things, seniority of the person, length of service of the
eligible employee with the consolidated group and the potential contribution of the eligible employee
to the growth of the Consolidated group.
Page | 27
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
DIRECTORS’ REPORT
Remuneration Report – Audited (cont’d)
On exercise, each employee share option converts into one ordinary share of Greenland Minerals and
Energy Limited. No amounts are paid or payable by the recipient on receipt of the option. The
options carry, neither dividends or voting rights. There are no additional vesting conditions attached
to the options and the options may be exercised at any time up to the date of expiry. The expiry date
of the options issued under the employee share option plan, is 30 June 2011. The ESOP will
continue until such time that all existing option holders have dealt with their option entitlements. At
that time the ESOP will formally cease. No further options will be issued to employees pursuant to
the ESOP. All options issued under the ESOP were either exercised on or before 30 June 2011 and
options that were not exercised by this date lapsed.
Employee performance rights plan
At the Company’s Annual General Meeting, on 12 May 2011, members approved the implementation
of an Employee Performance Rights Plan (“EPRP”). The plan is a result of a comprehensive
remuneration review the Company conducted, in consultation with independent consultants. The aim
of the plan is to assist in the retention of existing staff and the recruitment of future employees.
Under the EPRP, the Company will issue incentive shares to employees as part of their total
remuneration package. The plan will result in a direct cost saving to the Company through a
reduction in the salary component payable in remuneration packages.
Upon satisfying clearly pre-determined vesting conditions, each right issued under the EPRP will be
convertible into one fully paid ordinary share of the Company. To meet the vesting criteria, the
employee must remain an employee of the Company for a minimum of two years (service period). In
addition the performance rights will vest in three tranches based on the Company’s Volume Weighted
Average Share Price (“VWAP”) exceeding price hurdles for 10 consecutive trading days.
Tranche
Tranche 1
Tranche 2
Tranche 3
10 Day VWAP share
price hurdle
$1.50
$1.85
$2.50
No amounts are paid or payable by the recipient on receipt of the performance right. The
performance rights carry neither rights to dividends nor voting rights and are non-transferrable.
The following performance rights were issued to directors and senior management during the current
financial year.
Director/ senior
management
R McIllree
Grant date
Number
Fair value @
grant date
$
Expiry
date
Vesting
date
Tranche 1
15/05/2011
900,000
Tranche 2
15/05/2011
900,000
Tranche 3
15/05/2011
900,000
596,944
551,736
501,984
15/05/2014
Refer above
15/05/2014
Refer above
15/05/2014
Refer above
Total
2,700,000
1,650,420
Page | 28
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
DIRECTORS’ REPORT
Remuneration Report – Audited (cont’d)
Director/senior
management
S Cato
Grant date
Number
Fair value @
grant date (i)
$
Expiry
date
Vesting
date
Tranche 1
15/05/2011
100,000
Tranche 2
15/05/2011
200,000
Tranche 3
15/05/2011
Total
J Mair
300,000
600,000
Tranche 1
15/05/2011
700,000
Tranche 2
15/05/2011
700,000
Tranche 3
15/05/2011
700,000
40,992
70,884
85,008
196,884
464,100
429,128
390,432
15/05/2014
15/05/2014
15/05/2014
Refer above
Refer above
Refer above
15/05/2014
15/05/2014
15/05/2014
Refer above
Refer above
Refer above
Total
2,100,000
1,283,660
A Ho
Tranche 1
15/05/2011
200,000
Tranche 2
15/05/2011
200,000
Tranche 3
15/05/2011
200,000
81,984
70,884
56,672
15/05/2014
Refer above
15/05/2014
Refer above
15/05/2014
Refer above
Total
600,000
209,540
M Hutchinson
Tranche 1
15/05/2011
400,000
Tranche 2
15/05/2011
500,000
Tranche 3
Total
15/05/2011
500,000
1,400,000
J Whybrow
Tranche 1
15/05/2011
300,000
Tranche 2
15/05/2011
300,000
Tranche 3
Total
15/05/2011
400,000
1,000,000
S Bunn
163,968
177,210
141,680
482,858
122,976
106,326
113,344
342,646
15/05/2014
Refer above
15/05/2014
Refer above
15/05/2014
Refer above
15/05/2014
Refer above
15/05/2014
Refer above
15/05/2014
Refer above
Tranche 1
15/05/2011
700,000
Tranche 2
15/05/2011
700,000
Tranche 3
Total
15/05/2011
700,000
2,100,000
464,100
429,128
390,432
1,283,660
15/05/2014
Refer above
15/05/2014
Refer above
15/05/2014
Refer above
M Guy
Tranche 1
15/05/2011
100,000
Tranche 2
15/05/2011
100,000
Tranche 3
15/05/2011
150,000
40,992
35,442
42,504
15/05/2014
Refer above
15/05/2014
Refer above
15/05/2014
Refer above
Total
350,000
118,938
(i)
Fair value at grant date has been calculated using a binominal model (refer to note 25)
the value will be recognised in remuneration on a pro-rata basis over the service vesting
period in accordance with Australian Accounting Standards.
Page | 29
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
DIRECTORS’ REPORT
Remuneration Report – Audited (cont’d)
Performance options
At the Company’s Annual General Meeting on 12 May 2011, in addition to approving the EPRP,
members approved the issue of unvested performance options to certain directors and senior
management. The options have an exercise price of $1.75 and are subject to pre-determined vesting
conditions. To meet the vesting criteria, a two year service period from the grant date must be
satisfied and will vest in three tranches based on the Company’s Volume Weighted Average Share
Price (“VWAP”) exceeding price hurdles for 10 consecutive trading days.
Tranche
Tranche 1
Tranche 2
Tranche 3
10 Day VWAP share
price hurdle
$3.75
$5.00
$6.25
No amounts are paid or payable by the recipient on receipt of the options. The options are unvested
and unlisted, carry neither rights to dividends nor voting rights and are non-transferrable.
On satisfying the vesting conditions, the options can be excised by the payment of the $1.75 per
option exercise price. On exercising each option will be converted to one fully paid ordinary share in
Greenland Minerals and Energy limited.
As approved by shareholders, the following unvested performance options with an exercise price of
$1.75 were issued during the year ended 31 Dec 2011:
Director/ senior
management
R McIllree
Grant date
Number
Fair value @
grant date (i)
$
Expiry
date
Vesting
date
Tranche 1
15/05/2011
900,000
Tranche 2
15/05/2011
950,000
Tranche 3
15/05/2011
950,000
Total
2,700,000
J Mair
Tranche 1
15/05/2011
700,000
Tranche 2
15/05/2011
700,000
Tranche 3
15/05/2011
700,000
Total
2,100,000
S Bunn
Tranche 1
15/05/2011
700,000
Tranche 2
15/05/2011
700,000
Tranche 3
15/05/2011
700,000
Total
2,100,000
368,928
336,699
269,192
974,819
286,944
248,094
198,352
733,390
286,944
248,094
198,352
733,390
31/08/2013
Refer above
31/08/2013
Refer above
31/08/2013
Refer above
31/08/2013
Refer above
31/08/2013
Refer above
31/08/2013
Refer above
31/08/2013
Refer above
31/08/2013
Refer above
31/08/2013
Refer above
(i)
Fair value at grant date has been calculated using a binominal model (refer to note 25)
the value will be recognised in remuneration on a pro-rata basis over the service vesting
period in accordance with Australian Accounting Standards.
Page | 30
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
DIRECTORS’ REPORT
Remuneration Report – Audited (cont’d)
Employee options
During the current financial year, the employment contract with Shaun Bunn was re-negotiated with
Mr Bunn moving from a service contract arrangement to an employment contract. Due to the
completion of various project related milestones, whilst engaged under the service contract, Mr Bunn
was granted 750,000 options with an exercise price of $0.25. There were no vesting conditions
attached to these options and each option on exercise converts to one fully paid ordinary share of
Greenland Minerals and Energy Limited.
Details of $0.25 employee options issued during the current financial year:
senior
management
Grant date
Number
Fair value@
grant date
$
Expiry
date
S Bunn
21/10/2011
750,000
261,587
31/03/2013
(i)
Fair value at grant date has been calculated using a Black Scholes model (refer to note 25),
as there are no further vesting conditions attached to the options the full fair value has been
recognised in remuneration in the current financial year.
Options exercised
The follow options were exercised by directors and senior management during the current financial
year. Each options converts into one ordinary share of Greenland Minerals and Energy Limited.
The following options issued to directors and senior management, were exercised during the financial
year ended 31 December 2011:
Number
Exercised
(i)
Exercise
Price
Date
Share
price @
exercise
date
Amount
Paid
$
Amount
unpaid
$
Option
value at
date of
exercise
$
R McIllree
16/06/2011 4,400,000
$0.20
$0.51
880,000
- 1,364,000
S Cato
29/04/2011 1,550,100
07/06/2011 1,992,000
250,000
23/06/2011
$0.20
$0.20
$0.20
$0.81
$0.59
$0.69
310,200
398,400
50,000
-
-
-
945,561
776,880
122,500
J Whybrow
28/06/2011 4,400,000
$0.20
$0.68
880,000
- 2,112,000
J Mair
30/06/2011
250,000
$0.50
$0.71
125,000
S Bunn
02/02/2011
250,000
$0.50
$1.17
125,000
-
-
52,500
167,500
(i) The number of options exercised relates only to options exercised that were granted as
compensation and recognised in remuneration in prior years.
Page | 31
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
DIRECTORS’ REPORT
Remuneration Report – Audited (cont’d)
The following options issued to directors and management, were exercised during the financial year
ended 31 December 2010:
M Mason
Date
12/01/2010
Number
Exercised
(i)
400,000
Exercise
Price
$0.20
Share
price @
exercise
date
$0.70
Amount
Paid
$
80,000
Amount
unpaid
$
-
S Bunn
25/11/2010
750,000
$0.10
$0.95
75,000
Option
value at
date of
exercise
$
200,000
637,500
Lapsed options
During the current financial year the following options issued to directors and senior management
lapsed either as a result of vesting conditions not being satisfied or the exercise price of the option
being in excess of the company’s market share price.
Director/senior
management
R McIllree (i)
S Cato (i)
J Whybrow (i)
M Hutchinson (ii)
A Ho (ii)
A Ho (ii)
Number
Value @ grant
date
Lapse date
Value @ lapse
date
2,200,000
2,200,000
2,200,000
2,000,000
500,000
500,000
2,819,000
2,819,000
2,819,000
258,600
88,442
67,988
30/06/2011
30/06/2011
30/06/2011
30/06/2011
30/06/2011
30/06/2011
1,122,000
1,122,000
1,122,000
-
-
-
(i) Options lapsed as a result of not meeting vesting conditions prior to the option expiry date.
(ii) Options expired due to exercise price being in excess of the Company’s market share price.
During the financial period, the following share-based payment arrangements were applicable;
Options series
3
3
13
14
15
16
17
18
Performance rights
Performance options
19 – Employee options
Grant date Expiry date
30/06/2011
31/07/2007
30/06/2011
31/07/2007
30/06/2011
25/06/2009
30/06/2011
25/06/2009
30/06/2011
20/08/2009
30/06/2011
20/08/2009
30/06/2011
10/11/2009
30/06/2011
10/11/2009
15/05/2014
15/05/2011
31/08/2013
15/05/2011
30/06/2013
21/10/2011
Grant date
fair value
16,803,513
8,457,000
371,200
258,600
387,267
261,756
88,442
67,988
5,568,606
2,441,599
261,587
Vesting date
09/04/2011
(i)
25/06/2009
25/06/2009
20/08/2009
20/08/2009
10/11/2009
10/11/2009
(ii)
(iii)
21/10/2011
(i) The following vesting conditions are attached to the options issued.
Tranche Number of options
3
2,200,000
Vesting hurdle
The volume weighted average share price on the ASX of the
Company’s fully paid shares is $1.50 or more for 20 consecutive
trading days
(ii) The performance rights are subject to a 2 year service period vesting requirement and Company
share prices hurdles. The performance rights will vest in 3 tranches on the Company share price
based on the volume weighted average (‘VWAP’) exceed the following prices:
Page | 32
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
DIRECTORS’ REPORT
Remuneration Report – Audited (cont’d)
Tranche 1
Tranche 2
Tranche 3
10 Day VWAP share
price hurdle
$1.50
$1.85
$2.50
(iii) The performance options are subject to a 2 year service period vesting requirement and Company
share prices hurdles. The performance options will vest in 3 tranches on the Company share price
based on the volume weighted average (‘VWAP’) exceed the following prices:
Tranche
Tranche 1
Tranche 2
Tranche 3
10 Day VWAP share
price hurdle
$3.75
$5.00
$6.25
There are no further service or performance criteria that need to be met in relation to any of the above
option series.
Consolidated group performance, shareholder wealth and director and senior management
remuneration
The remuneration policy has been tailored to align the interests of shareholders, directors and senior
management. To achieve this aim, the entity may issue options to directors and senior management.
Any issue of options is based on the performance of the Consolidated group and or individual and is
limited to the achievement of clearly defined bench marks and milestones. These bench marks and
milestones include:
(cid:131) Share price and or the market capitalisation of the Company exceeding pre-determined
levels.
(cid:131) Completion of specific projects or pre-determined stages of projects.
(cid:131) Periods of service with the Company.
(cid:131) Accretion of shareholder value.
The following table shows the gross revenue and profits for the period from 30 June 2007 to 31
December 2011 for the listed entity, as well as the share price at the end of each financial period.
Remuneration Report
Revenue
Net loss before and after tax
Share price at beginning of
period
Share price at end of period
Dividend
Basic loss per share
Diluted loss per share
12 Month
period ended
31 Dec
2011
$1,116,879
12 Month
period ended
31 Dec
2009
$387,977
$(14,209,550) $(7,163,998) $(3,823,380)
6 Month
period ended
31 Dec
2010
$717,276
12 month
period ended
30 Jun
2009
$1,279,120
12 month
period ended
30 Jun
2008
$1,334,337
$(4,014,473) $(202,767,366)
$1.20
$0.46
-
$0.04
$0.04
$0.58
$1.20
-
$0.03
$0.03
$0.36
$0.58
-
$0.02
$0.02
$0.66
$0.36
-
$0.02
$0.02
$1.75
$0.66
-
$1.25
$1.25
Page | 33
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
DIRECTORS’ REPORT
Remuneration Report – Audited (cont’d)
Key terms of employment contracts
Michael Hutchinson, Non-executive Chairman – Non-Executive Chairman from 6 December 2011
(previously Executive Chairman)
(cid:131)(cid:131)(cid:131)(cid:131) Director fee excluding superannuation for the period ended 31 December 2011 of £100,000
per annum.
(cid:131)(cid:131)(cid:131)(cid:131) Entitled to be reimbursed for all out of pocket expenses necessarily incurred in the
performance of his duties including relating to travel, entertainment, accommodation, meals
and telephone.
(cid:131)(cid:131)(cid:131)(cid:131) No fixed term.
Roderick McIllree, Managing Director
(cid:131)(cid:131)(cid:131)(cid:131) Term and type of contract – service agreement subject to annual review.
(cid:131)(cid:131)(cid:131)(cid:131) Base salary, for the period ended 31 December 2011 of $500,000 per annum and is paid
monthly two weeks in advance and two weeks in arrears.
(cid:131)(cid:131)(cid:131)(cid:131) Superannuation at 9% is payable on the base salary.
(cid:131)(cid:131)(cid:131)(cid:131) Entitled to be reimbursed for all out of pocket expenses necessarily incurred in the
performance of their duties including relating to travel, entertainment, accommodation,
meals and telephone.
(cid:131)(cid:131)(cid:131)(cid:131) Either the Company or the director may terminate their engagement without cause by
giving the other party three months written notice, there are no other specific payout
clauses.
(cid:131)(cid:131)(cid:131)(cid:131) Remuneration will be reviewed every 12 months or as otherwise agreed between the
parties.
Simon Cato, Executive Director
(cid:131)(cid:131)(cid:131)(cid:131) Term and type of contract – service agreement limited to a maximum of 80 hours per
month subject to annual review.
(cid:131)(cid:131)(cid:131)(cid:131) Base salary, for the period ended 31 December 2011 of $140,000 per annum and is paid
monthly two weeks in advance and two weeks in arrears.
(cid:131)(cid:131)(cid:131)(cid:131) Superannuation at 9% is payable on the base salary.
(cid:131)(cid:131)(cid:131)(cid:131) Entitled to be reimbursed for all out of pocket expenses necessarily incurred in the
performance of his duties including relating to travel, entertainment, accommodation, meals
and telephone.
(cid:131)(cid:131)(cid:131)(cid:131) Either the Company or the director may terminate their engagement without cause by
giving the other party three months written notice, there are no other specific payout
clauses.
(cid:131)(cid:131)(cid:131)(cid:131) Remuneration will be reviewed every 12 months or as otherwise agreed between the
parties.
John Mair, General Manager
(cid:131)(cid:131)(cid:131)(cid:131) Term and type of contract – service agreement subject to annual review.
(cid:131)(cid:131)(cid:131)(cid:131) Base salary, for the period ended 31 December 2011 of $350,000 per annum and is paid
monthly two weeks in advance and two weeks in arrears.
(cid:131)(cid:131)(cid:131)(cid:131) Superannuation at 9% is payable on the base salary.
(cid:131)(cid:131)(cid:131)(cid:131) Entitled to be reimbursed for all out of pocket expenses necessarily incurred in the
performance of his duties including relating to travel, entertainment, accommodation,
meals and telephone.
(cid:131)(cid:131)(cid:131)(cid:131) Either the Company or the employee may terminate his engagement without cause by
giving the other party three months written notice, there are no other specific payout
clauses.
(cid:131)(cid:131)(cid:131)(cid:131) Remuneration will be reviewed every 12 months or as otherwise agreed between the
parties.
Page | 34
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
DIRECTORS’ REPORT
Remuneration Report – Audited (cont’d)
Anthony Ho, Non-Executive Director
$50,000 per annum.
(cid:131)(cid:131)(cid:131)(cid:131) No fixed term.
(cid:131)(cid:131)(cid:131)(cid:131)
(cid:131)(cid:131)(cid:131)(cid:131) Superannuation at 9% is payable on the director’s fee
(cid:131)(cid:131)(cid:131)(cid:131) Entitled to be reimbursed for all out of pocket expenses necessarily incurred in the
performance of his duties including relating to travel, entertainment, accommodation, meals
and telephone.
Jeremy Whybrow, Non-Executive Director
(cid:131)(cid:131)(cid:131)(cid:131) Term and type of contract – service agreement subject to annual review.
(cid:131)(cid:131)(cid:131)(cid:131) Director fees $45,000 per annum
(cid:131)(cid:131)(cid:131)(cid:131) Base salary, for the period ended 31 December 2011 of $205,000 per annum and is paid
monthly two weeks in advance and two weeks in arrears.
(cid:131)(cid:131)(cid:131)(cid:131) Superannuation at 9% is payable on the base salary.
(cid:131)(cid:131)(cid:131)(cid:131) Entitled to be reimbursed for all out of pocket expenses necessarily incurred in the
performance of his duties including relating to travel, entertainment, accommodation,
meals and telephone.
(cid:131)(cid:131)(cid:131)(cid:131) Either the Company or the employee may terminate his engagement without cause by
giving the other party three months written notice, there are no other specific payout
clauses.
(cid:131)(cid:131)(cid:131)(cid:131) Remuneration will be reviewed every 12 months or as otherwise agreed between the
parties.
Shaun Bunn, Chief Operations Officer
(cid:131)(cid:131)(cid:131)(cid:131) Term and type of contract – service agreement subject to annual review.
(cid:131)(cid:131)(cid:131)(cid:131) Base salary, for the period ended 31 December 2011 of $350,000 per annum and is paid
monthly two weeks in advance and two weeks in arrears.
(cid:131)(cid:131)(cid:131)(cid:131) Superannuation at 9% is payable on the base salary.
(cid:131)(cid:131)(cid:131)(cid:131) Entitled to be reimbursed for all out of pocket expenses necessarily incurred in the
performance of his duties including relating to travel, entertainment, accommodation,
meals and telephone.
(cid:131)(cid:131)(cid:131)(cid:131) Either the Company or the employee may terminate his engagement without cause by
giving the other party three months written notice, there are no other specific payout
clauses.
(cid:131)(cid:131)(cid:131)(cid:131) Remuneration will be reviewed every 12 months or as otherwise agreed between the
parties.
Miles Guy, Chief Financial Officer and Company Secretary
(cid:131)(cid:131)(cid:131)(cid:131) Term and type of contract – service agreement subject to annual review.
(cid:131)(cid:131)(cid:131)(cid:131) Base salary, for the period ended 31 December 2011 of $200,000 per annum and is paid
monthly two weeks in advance and two weeks in arrears.
(cid:131)(cid:131)(cid:131)(cid:131) Superannuation at 9% is payable on the base salary.
(cid:131)(cid:131)(cid:131)(cid:131) Entitled to be reimbursed for all out of pocket expenses necessarily incurred in the
performance of his duties including relating to travel, entertainment, accommodation,
meals and telephone.
(cid:131)(cid:131)(cid:131)(cid:131) Either the Company or the employee may terminate his engagement without cause by
giving the other party three months written notice, there are no other specific payout
clauses.
(cid:131)(cid:131)(cid:131)(cid:131) Remuneration will be reviewed every 12 months or as otherwise agreed between the
parties.
Page | 35
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
DIRECTORS’ REPORT
Meetings of Directors
During the financial year, 16 meetings of directors were held. Attendances by each director during the
year were as follows:
Directors Meetings
Director
M Hutchinson
R McIllree
S Cato
J Mair
A Ho
J Whybrow
Number of meetings
eligible to attend
16
15
15
5
16
16
Number
attended
14
14
15
5
16
16
Audit Committee
The audit committee was convened at the Directors’ Board Meeting on the 22 April 2009. The audit
committee members are Anthony Ho (Chairman), Jeremy Whybrow (appointed 28 September 2010).
The audit committee is to meet at least twice a year and must have a quorum of two members. There
was 1 audit committee meeting held during the current 12 month reporting period, as follows:
Member
A Ho
M Hutchinson
J Whybrow
Audit Committee Meetings
Number of meetings
eligible to attend
1
-
1
Number
Attended
1
-
1
Remuneration Committee
There were no remuneration committee meetings held during the year.
Indemnifying Officers
During or since the end of the financial period the Company has given an indemnity or entered into an
agreement to indemnify, or paid or agreed to pay insurance premium to insure the directors against
liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of
their conduct while acting in the capacity of the director of the Consolidated group, other than conduct
involving a willful breach of duty in relation to the Consolidated group.
Proceedings on Behalf of Consolidated group
No person has applied for leave of court to bring proceedings on behalf of the consolidated group or
intervene in any proceedings to which the Consolidated group is a party for the purpose of taking
responsibility on behalf of the consolidated group for all or any part of those proceedings.
The Consolidated group was not a party to any such proceedings during the period.
Non-audit Services
Details of amounts paid to the auditors of the Company, Deloitte Touche Tohmatsu and its related
practices for audit and any non audit services for the year, are set out in note 31.
Page | 36
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
DIRECTORS’ REPORT
Auditor’s Independence Declaration
The auditor’s independence declaration for the year ended 31 December 2010 has been received and
is included on page 38 the financial report.
Rounding off of amounts
The Consolidated group is a consolidated group of the kind referred to in ASIC Class Order 98/0100,
dated 10 July 1998. In accordance with that Class Order amounts in the directors’ report and the
financial report are rounded off to the nearest thousand dollars, unless otherwise indicated.
Signed in accordance with a resolution of directors, made pursuant to section 298(2) of the
Corporations Act 2001.
On behalf of the Directors.
Roderick McIllree
Managing Director
Page | 37
CSIRO Laboratory Testwork
CSIRO Advanced Metallurgy
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Woodside Plaza
Level 14
240 St Georges Terrace
Perth WA 6000
GPO Box A46
Perth WA 6837 Australia
DX 206
Tel: +61 (0) 8 9365 7000
Fax: +61 (0) 8 9365 7001
www.deloitte.com.au
The Board of Directors
Greenland Minerals and Energy Limited
Ground Floor,
Unit 6, 100 Railway Road,
Subiaco WA 6008
14 March 2012
Dear Board Members
Greenland Minerals and Energy Limited
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the
following declaration of independence to the directors of Greenland Minerals and Energy
Limited.
As lead audit partner for the audit of the financial statements of Greenland Minerals and Energy
Limited for the financial year ended 31 December 2011, I declare that to the best of my
knowledge and belief, there have been no contraventions of:
(i) the auditor independence requirements of the Corporations Act 2001 in relation to
the audit; and
(ii) any applicable code of professional conduct in relation to the audit.
Yours sincerely
DELOITTE TOUCHE TOHMATSU
Leanne Karamfiles
Partner
Chartered Accountants
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Touche Tohmatsu Limited.
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Woodside Plaza
Level 14
240 St Georges Terrace
Perth WA 6000
GPO Box A46
Perth WA 6837 Australia
DX 206
Tel: +61 (0) 8 9365 7000
Fax: +61 (0) 8 9365 7001
www.deloitte.com.au
Independent Auditor’s Report to the
members of Greenland Minerals and
Energy Limited
Report on the Financial Report
We have audited the accompanying financial report of Greenland Minerals and Energy Limited, which
comprises the statement of financial position as at 31 December 2011, the statement of comprehensive
income, the statement of cash flows and the statement of changes in equity for the year ended on that
date, notes comprising a summary of significant accounting policies and other explanatory
information, and the directors’ declaration of the consolidated entity comprising the company and the
entities it controlled at the year’s end or from time to time during the financial year as set out on pages
41 to 82.
Directors’ Responsibility for the Financial Report
The directors of the company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that is free from material misstatement, whether due to fraud or error. In Note 2, the
directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial
Statements, that the financial statements comply with International Financial Reporting Standards.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted
our audit in accordance with Australian Auditing Standards. Those standards require that we comply
with relevant ethical requirements relating to audit engagements and plan and perform the audit to
obtain reasonable assurance whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures
in the financial report. The procedures selected depend on the auditor’s judgement, including the
assessment of the risks of material misstatement of the financial report, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control, relevant to the entity’s
preparation of the financial report that gives a true and fair view, in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by the directors, as well
as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Touche Tohmatsu Limited
Auditor’s Independence Declaration
In conducting our audit, we have complied with the independence requirements of the Corporations
Act 2001. We confirm that the independence declaration required by the Corporations Act 2001,
which has been given to the directors of Greenland Minerals and Energy Limited would be in the same
terms if given to the directors as at the time of this auditor’s report.
Opinion
In our opinion:
(a) the financial report of Greenland Minerals and Energy Limited is in accordance with the
Corporations Act 2001, including:
(i) giving a true and fair view of the consolidated entity’s financial position as at 31 December
2011 and of its performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
(b) the consolidated financial statements also comply with International Financial Reporting
Standards as disclosed in Note 2.
Report on the Remuneration Report
We have audited the Remuneration Report included in pages 25 to 35 of the directors’ report for the
year ended 31 December 2011. The directors of the company are responsible for the preparation and
presentation of the Remuneration Report in accordance with section 300A of the Corporations Act
2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit
conducted in accordance with Australian Auditing Standards.
Opinion
In our opinion the Remuneration Report of Greenland Minerals and Energy Limited for the year ended
31 December 2011, complies with section 300A of the Corporations Act 2001.
DELOITTE TOUCHE TOHMATSU
Leanne Karamfiles
Partner
Chartered Accountants
Perth, 14 March 2012
Directors’ declaration
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
The directors declare that:
(a)
in the directors’ opinion, there are reasonable grounds to believe that the Company will be able
to pay its debts as and when they become due and payable;
in the directors’ opinion, the attached financial statements and notes thereto are in accordance
with the Corporations Act 2001, including compliance with accounting standards and giving a
true and fair view of the financial position and performance of the Consolidated group;
the attached financial statements and notes thereto, are in compliance with International
Financial Reporting Standards as stated in note 2 of the financial statements; and
the directors have been given the declarations required by s.295A of the Corporations Act 2001.
(b)
(c)
(d)
Signed in accordance with a resolution of the directors made pursuant to s.295(5) of the Corporations
Act 2001.
On behalf of the Directors
Roderick McIllree
Managing Director
Subiaco,14 March 2012
Page | 41
Consolidated statement of comprehensive income
for the year ended 31 December 2011
Revenue from continuing operations
Expenditure
Directors benefits
Employee benefits
Legal fees
Marketing & public relations
Occupancy expenses
Other expenses
Loss before tax
Income tax expense
Loss for year
Other comprehensive income
Exchange difference arising on translation of foreign
operations
Income tax relating to components of
comprehensive income
Other comprehensive income for the year
Total comprehensive income for the year
Loss attributable to:
Owners of the parent
Non-controlling interest
Total comprehensive income attributable to:
Owners of the parent
Non-controlling interest
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Dec
2011
$' 000
Dec
2010
$' 000
1,117
717
Note
5
6
6
6
7
7
(3,771)
(4,509)
(1,527)
(604)
(467)
(4,449)
(14,210)
-
(14,210)
(1,031)
(1,825)
(1,111)
(630)
(235)
(3,049)
(7,164)
-
(7,164)
(9,879)
(1,238)
-
(9,879)
(24,089)
-
(1,238)
(8,402)
(12,954)
(1,256)
(14,210)
(18,981)
(5,108)
(24,089)
(6,392)
(772)
(7,164)
(7,164)
(1,255)
(8,402)
Basic loss per share – cents per share
Diluted loss per share – cents per share
19
3.50
3.50
2.60
2.60
Notes to the financial statements are included on pages 46 to 82
Page | 42
Consolidated statement of financial position
as at 31 December 2011
Current Assets
Cash and cash equivalents
Trade and other receivables
Other assets
Total Current Assets
Non-Current Assets
Investments in associates
Property, plant and equipment
Capitalised exploration and evaluation expenditure
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and Other Payables
Provisions
Total Current Liabilities
Non-Current Liabilities
Provisions
Total Non-Current Liabilities
Total Liabilities
Net Assets
Equity
Issued Capital
Reserves
Accumulated Losses
Equity attributable to equity holders of the parent
Non-controlling interest
Total Equity
Notes to the financial statements are included on pages 46 to 82
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Note
8
9
10
Dec
2011
$' 000
Dec
2010
$' 000
10,866
11,587
238
348
11,452
196
1,364
13,147
11
12
13
14
14
15
16
18
20
62
1,734
46,808
48,604
-
582
42,149
42,731
60,056
55,878
1,584
417
2,001
1,476
1,622
3,098
63
63
-
-
2,064
57,992
3,098
52,780
291,826
153,754
2,603
117,401
(230,030)
64,399
(6,407)
57,992
(217,076)
54,079
(1,299)
52,780
Page | 43
Consolidated statement of changes in equity
for the year ended 31 December 2011
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Non -
Controlling
interest
Foreign
currency
translation acquisition Accumulated
reserve
reserve
losses
$' 000
Attributable
to equity
holders of
the parent
Non-
controlling
interest
$' 000
$' 000
Total
$' 000
Issued
capital
Option
reserve
$' 000
$' 000
$' 000
$’000
Balance at 1 January
2010
103,685
153,958
-
-
-
5,302
-
-
-
-
44,495
(35,801)
272
-
(1)
-
(755)
(755)
-
-
-
153,754
118,157
(756)
153,754
118,157
(756)
-
-
-
3,500
-
-
-
-
134,572
(108,085)
-
-
4,925
-
-
(6,027)
(6,027)
-
-
-
-
Net loss for the year
Other Comprehensive
income
Total comprehensive
for the year
Issue of shares
net of transaction costs
Issue of shares from
option exercise
Recognition of share
based payments
Balance at 1 December
2010
Balance at 1 January
2011
Net loss for the year
Other Comprehensive
income
Total comprehensive
for the year
Issue of shares
net of transaction costs
Issue of shares from
option exercise net of
transaction costs
Recognition of share
based payments
Recognition of deposit
paid to acquire minority
interest
Balance at 31 December
2011
-
-
-
-
-
-
-
-
-
-
-
-
-
(5,611)
(210,684)
46,958
(44)
46,914
(6,392)
(6,392)
(772)
(7,164)
-
(755)
(483)
(1,238)
(6,392)
(7,147)
(1,255)
(8,402)
-
-
-
5,302
8,694
272
-
-
-
5,302
8,694
272
(217,076)
54,079
(1,299)
52,780
(217,076)
54,079
(1,299)
52,780
(12,954)
(12,954)
(1,256)
(14,210)
-
(6,027)
(3,852)
(9,879)
(12,954)
(18,981)
(5,108)
(24,089)
-
-
-
-
3,500
26,487
4,925
(5,611)
-
-
-
-
3,500
26,487
4,925
(5,611)
291,826
14,997
(6,783)
(5,611)
(230,030)
64,399
(6,407)
57,992
Notes to the financial statements are included on pages 46 to 82
Page | 44
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Consolidated statement of cash flows
for the year ended 31 December 2011
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Net cash used in operating activities
Cash flows from investing activities
Interest received
Proceeds from advances to other parties
Payments for property, plant and equipment
Payments for exploration and development
Payment of settlement deposit
Payment for investments
Payment for investments in associates
Proceeds from sale of investments
Proceeds from government grant
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares/options
Payment for shares/options issue costs
Net cash from financing activities
Net increase/(decrease) in cash and equivalents
Cash and equivalents at the beginning of the financial year
Cash and equivalents at the end of the
Financial year
Note
23
31 Dec
2011
$' 000
31 Dec
2010
$' 000
403
(10,447)
(10,044)
744
-
(1,380)
(14,758)
(2,111)
-
(62)
404
-
(17,163)
26,854
(368)
26,486
(721)
11,587
251
(5,911)
(5,660)
335
1,000
(249)
(6,515)
-
(467)
-
560
700
(4,636)
14,695
(426)
14,269
3,973
7,614
8
10,866
11,587
Notes to the financial statements are included on pages 46 to 82
Page | 45
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Notes to the accounts
1. General information
Greenland Minerals and Energy Limited is a public Company listed on the Australian Securities
Exchange, incorporated in Australia and operating in Greenland with its head office in Perth.
Greenland Minerals and Energy Limited registered office and its principal place of business are as
follows:
Registered office
Unit 6, 100 Railway Road Subiaco WA
Principal place of business
Unit 6, 100 Railway Road Subiaco WA
The Company’s principal activities are mineral exploration and evaluation.
2. Significant accounting policies
Statement of compliance
The financial report is a general purpose financial report which has been prepared in accordance with
the Corporations Act 2001, Accounting Standards and Interpretations, and complies with other
requirements of the law.
The financial report includes the consolidated financial statements of the group.
Accounting Standards
include Australian Accounting Standards. Compliance with Australian
Accounting Standards ensures that the financial statements and notes of the Consolidated group
comply with International Financial Reporting Standards (‘IFRS’).
The financial statements were authorised for issue by the directors on 14 March 2012.
Basis of preparation
The financial report has been prepared on the basis of historical cost, except for the revaluation of
certain non-current assets and financial instruments. Cost is based on the fair values of the
consideration given in exchange for assets. All amounts are presented in Australian dollars, unless
otherwise noted.
The Company is a company of the kind referred to in ASIC Class Order 98/0100, dated 10 July 1998,
and in accordance with that Class Order amounts in the financial report are rounded off to the nearest
thousand dollars, unless otherwise indicated.
Critical accounting judgments and key sources of estimation uncertainty
In the application of the Consolidated group’s accounting policies, management is required to make
judgments, estimates and assumptions about carrying values of assets and liabilities that are not
readily apparent from other sources. The estimates and associated assumptions are based on
historical experience and other factors that are considered to be relevant. Actual results may differ
from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimate is revised if the revision
affects only that period or in the period of the revision and future periods if the revision affects both
current and future periods. Refer to note 3 for a discussion of critical judgements in applying the
entity’s accounting policies, and key sources of estimation uncertainty.
Adoption of new and revised Accounting Standards
In the current period, the Consolidated group has adopted all of the new and revised Standards and
Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to
its operations and effective for reporting periods beginning on 1 January 2011.
The following new and revised Standards and Interpretations have been adopted in the current
period:
(cid:882) AASB 124 Related Party Disclosures (2009), AASB 2009-12 Amendments to Australian
Accounting Standards
(cid:882) AASB 2009-10 Amendments to Australian Accounting Standards – Classification of Rights
Issues
(cid:882) AASB 2010-3 Amendments to Australian Accounting Standards arising from the Annual
Improvements Project
Page | 46
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Notes to the accounts
2. Significant accounting policies (cont’d)
(cid:882) AASB 2010-4 Further Amendments to Australian Accounting Standards arising from the
Annual Improvements Project
(cid:882) AASB 2010-5 Amendments to Australian Accounting Standards
The adoption of these standards and interpretations did not have any effect on the financial position
or performance of the Consolidated group.
The Consolidated group has not elected to early adopt any new standards or amendments.
At the date of authorisation of the financial report, a number of Standards and Interpretations were in
issue but not yet effective:
New or revised requirement
AASB 9 Financial Instruments (December 2009), AASB 2009-11
Amendments to Australian Accounting Standards arising from AASB 9
AASB 9 Financial Instruments (December 2010), AASB 2010-7
Amendments to Australian Accounting Standards arising from AASB 9
(December 2010)
AASB 10 Consolidated Financial Statements
AASB 11 Joint Arrangements
AASB 12 Disclosure of Interests in Other Entities
AASB 127 Separate Financial Statements
AASB 128 Investments in Associates and Joint Ventures (2011)
AASB 13 Fair Value Measurement and related AASB 2011-8
Amendments to Australian Accounting Standards arising from AASB 13
AASB 119 Employee Benefits (2011), AASB 2011-10 Amendments to
Australian Accounting Standards arising from AASB 119 (2011) and
AASB 2011-11 Amendments to AASB 119 (September 2011) arising
from Reduced Disclosure Requirements
AASB 1053 Application of Tiers of Australian Accounting Standards and
AASB 2010-2 Amendments to Australian Accounting Standards arising
from Reduced Disclosure Requirements
AASB 1054 Australian Additional Disclosures, AASB 2011-1
Amendments to Australian Accounting Standards arising from the Trans-
Tasman Convergence Project and AASB 2011-2 Amendments to
Australian Accounting Standards arising from the Trans-Tasman
Convergence Project – Reduced Disclosure Requirements
AASB 2010-6 Amendments to Australian Accounting Standards –
Disclosures on Transfers of Financial Assets
AASB 2010-8 Amendments to Australian Accounting Standards –
Deferred Tax: Recovery of Underlying Assets
AASB 2011-4 Amendments to Australian Accounting Standards to
Remove Individual Key Management Personnel Disclosure
Requirements
AASB 2011-6 Amendments to Australian Accounting Standards –
Extending Relief from Consolidation, the Equity Method and Proportional
Consolidation – Reduced Disclosure Requirements
AASB 2011-7 Amendments to Australian Accounting Standards arising
from the Consolidation and Joint Arrangement standards
AASB 2011-9 Amendments to Australian Accounting Standards –
Presentation of Items of Other Comprehensive Income
Effective for annual
reporting periods
beginning on or
after
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 July 2013
1 July 2011
1 July 2011
1 January 2012
1 July 2013
1 July 2013
1 January 2013
1 July 2012
Page | 47
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Notes to the accounts
2. Significant accounting policies (cont’d)
At the date of authorisation of the financial report, the following Standards and Interpretations issued
by the IASB/IFRIC where an equivalent Australian Standard or Interpretation has not been made by
the AASB, were in issue but not yet effective:
New or revised requirement
Offsetting Financial Assets and Financial Liabilities (Amendments to IAS 32)
Disclosures – Offsetting Financial Assets and Financial Liabilities (Amendments to
IFRS 7)
Mandatory Effective Date of IFRS 9 and Transition Disclosures (Amendments to
IFRS 9 and IFRS 7)
Effective for annual
reporting periods
beginning on or after
1 January 2014
1 January 2013
1 January 2015
The Directors note that the impact of the initial application of the Standards and Interpretations is not
yet known or is not reasonably estimable. These Standards and Interpretations will be first applied in
the financial report of the Consolidated Entity that relates to the annual reporting period beginning on
or after the effective date of each pronouncement.
The following significant accounting policies have been adopted in the preparation and presentation of
the financial report:
(a) Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and
entities (including special purpose entities) controlled by the Company (its subsidiaries). Control
is achieved where the Company has the power to govern the financial and operating policies of
an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the
consolidated statement of comprehensive income from the effective date of acquisition and up
to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring
their accounting policies into line with those used by other members of the Consolidated group.
All intra-group transactions, balances, income and expenses are eliminated in full on
consolidation.
Non-controlling interests in subsidiaries are identified separately from the Group’s equity
therein. The interests of non-controlling shareholders may be initially measured either at fair
value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s
identifiable net assets. The choice of measurement basis is made on an acquisition-by-
acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling interests is
the amount of those interests at initial recognition plus the non-controlling interests’ share of
subsequent changes in equity. Total comprehensive income is attributed to non-controlling
interests even if this results in the non-controlling interests having a deficit balance.
Changes in the Consolidated group’s interests in subsidiaries that do not result in a loss of
control are accounted for as equity transactions. The carrying amounts of the Consolidated
group’s interests and the non-controlling interests are adjusted to reflect the changes in their
relative interests in the subsidiaries. Any difference between the amount by which the non-
controlling interests are adjusted and the fair value of the consideration paid or received is
recognised directly in equity and attributed to owners of the Company.
(b) Joint venture arrangements
Jointly controlled operations
Where the Consolidated group is a venturer and so has joint control in a jointly controlled
operation, the Consolidated group recognises the assets that it controls and the liabilities and
expenses that it incurs, as a party to the joint venture.
Page | 48
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Notes to the accounts
2. Significant accounting policies (cont’d)
(c) Foreign currency
The individual financial statements of each group entity are presented in its functional currency
being the currency of the primary economic environment in which the entity operates. For the
purpose of the consolidated financial statements, the results and financial position of each entity
are expressed in Australian dollars, which is the functional currency of Greenland Minerals and
Energy Limited and the presentation currency for the consolidated financial statements.
In preparing the financial statements of the individual entities, transactions in currencies other
than the entity’s functional currency are recorded at the rates of exchange prevailing on the
dates of the transactions. At each balance sheet date, monetary items denominated in foreign
currencies are retranslated at the rates prevailing at the balance sheet date. Non-monetary
items carried at fair value that are denominated in foreign currencies are retranslated at the
rates prevailing on the date when the fair value was determined. Non-monetary items that are
measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences are recognised in profit or loss in the period in which they arise except for:
•
exchange differences on monetary items receivable from or payable to a foreign
operation for which settlement is neither planned or likely to occur, which form part of
the net investment in a foreign operation, and which are recognised in the foreign
currency translation reserve and recognised in profit or loss on disposal of the net
investment.
On consolidation, the assets and liabilities of the Consolidated group’s foreign operations are
translated into Australian dollars at exchange rates prevailing on the balance sheet date.
Income and expense items are translated at the average exchange rates for the period, unless
exchange rates fluctuated significantly during that period, in which case the exchange rates at
the dates of the transactions are used. Exchange differences arising, if any, are classified as
equity and transferred to the Consolidated group’s foreign currency translation reserve. Suc h
exchange differences are recognised in profit or loss in the period in which the foreign operation
is disposed.
(d) Goods and services tax
Revenues, expenses and assets are recognised net of the amount of goods and services tax
(GST), except:
i.
where the amount of GST incurred is not recoverable from the taxation authority, it is
recognised as part of the cost of acquisition of an asset or as part of an item of expense;
or
for receivables and payables which are recognised inclusive of GST.
ii.
The net amount of GST recoverable from, or payable to, the taxation authority is included as
part of receivables or payables.
Cash flows are included in the cash flow statement on a gross basis. The GST component of
cash flows arising from investing and financing activities which is recoverable from, or payable
to, the taxation authority is classified within operating cash flows.
(e) Revenue
Revenue is measured at the fair value of the consideration when received or receivable.
Interest revenue
Interest revenue is accrued on a time basis, by reference to the principal outstanding and at the
effective interest rate applicable, which is the rate that exactly discounts estimated future cas h
receipts through the expected life of the financial asset to that asset’s net carrying amount.
Rental income
Revenue from operating sub-leases is recognised in accordance with the Consolidated group’s
accounting policy.
Page | 49
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Notes to the accounts
2. Significant accounting policies (cont’d)
(f) Share-based payments
(g)
Equity-settled share-based payments with employees and others providing similar services are
measured at the fair value of the equity instrument at the grant date. Fair value is measured by
use of an appropriate valuation method. The expected life used in the model has been adjusted,
based on management’s best estimate, for the effects of non-transferability, exercise
restrictions, and behavioural considerations. Further details on how the fair value of equity-
settled share-based transactions are in note 25.
The fair value determined at the grant date of the equity-settled share-based payments is
expensed on a straight-line basis over the vesting period, based on the Consolidated group’s
estimate of equity instruments that will eventually vest.
At each reporting date, the Consolidated group revises its estimate of the number of equity
instruments expected to vest. The impact of the revision of the original estimates, if any, is
recognised in profit or loss over the remaining vesting period, with corresponding adjustment to
the equity-settled employee benefits reserve.
Equity-settled share-based payment transactions with other parties are measured at the fair
value of the goods and services received, except where the fair value cannot be estimated
reliably, in which case they are measured at the fair value of the equity instruments granted,
measured at the date the entity obtains the goods or the counterparty renders the service.
Income tax
Current tax
Current tax is calculated by reference to the amount of income taxes payable or recoverable in
respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws
that have been enacted or substantively enacted by reporting date. Current tax for current and
prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or refundable).
Deferred tax
Deferred tax is accounted for using the balance sheet liability method. Temporary differences
are differences between the tax base of an asset or liability and its carrying amount in the
balance sheet. The tax base of an asset or liability is the amount attributed to that asset or
liability for tax purposes.
In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred
tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be
available against which deductible temporary differences or unused tax losses and tax offsets
can be utilised. However, deferred tax assets and liabilities are not recognised if the temporary
differences giving rise to them arise from the initial recognition of assets and liabilities (other
than as a result of a business combination) which affects neither taxable income nor accounting
profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary
differences arising from the initial recognition of goodwill.
Deferred tax liabilities are recognised for taxable temporary differences associated with
investments in subsidiaries and interests in joint ventures except where the Consolidated group
is able to control the reversal of the temporary differences and it is probable that the temporary
differences will not reverse in the foreseeable future. Deferred tax assets arising from deductible
temporary differences associated with these investments and interests are only recognised to
the extent that it is probable that there will be sufficient taxable profits against which to utilise the
benefits of the temporary differences and they are expected to reverse in the foreseeable future.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the
period(s) when the asset and liability giving rise to them are realised or settled, based on tax
rates (and tax laws) that have been enacted or substantively enacted by reporting date. The
measurement of deferred tax liabilities and assets reflects the tax consequences that would
follow from the manner in which the Consolidated group expects, at the reporting date, to
recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the
same taxation authority and the Company/Consolidated group intends to settle its current tax
assets and liabilities on a net basis.
Page | 50
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Notes to the accounts
2. Significant accounting policies (cont’d)
Current and deferred tax for the period
Current and deferred tax is recognised in profit or loss, except when it relates to items credited
or debited directly to equity, in which case the deferred tax is also recognised directly in equity,
or where it arises from the initial accounting for a business combination, in which case it is taken
into account in the determination of goodwill or excess.
(h) Cash and cash equivalents
Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly
liquid investments that are readily convertible to known amounts of cash, which are subject to
an insignificant risk of changes in value and have a maturity of three months or less at the date
of acquisition.
(i)
Financial assets
Financial assets are recognised and derecognised on trade date where the purchase or sale of
a financial asset is under a contract whose terms require delivery of the financial asset within
the timeframe established by the market concerned, and are initially measured at fair value, net
of transaction costs except for those financial assets classified as at fair value through profit or
loss which are initially measured at fair value.
Financial assets are classified into the following specified categories: ‘Financial assets at fair
value through profit and loss (FVTPL)’, ‘available-for-sale’ financial assets, and ‘loans and
receivables’. The classification depends on the nature and purpose of the financial assets and is
determined at the time of initial recognition.
Effective interest method
The effective interest method is a method of calculating the amortised cost of a financial asset
and of allocating interest income over the relevant period. The effective interest rate is the rate
that exactly discounts estimated future cash receipts (including all fees on points paid or
received that form an integral part of the effective interest rate, transaction costs and other
premiums or discounts) through the expected life of the financial asset, or, where appropriate, a
shorter period.
Income is recognised on an effective interest rate basis for debt instruments other than those
financial assets ‘at fair value through profit or loss’.
Financial assets at fair value through profit or loss
Financial assets are classified as financial assets at fair value through profit or loss where the
financial asset:
•
•
has been acquired principally for the purpose of selling in the near future;
is a part of an identified portfolio of financial instruments that the Consolidated group
manages together and has a recent actual pattern of short-term profit-taking; or
is a derivative that is not designated and effective as a hedging instrument.
•
Financial assets at fair value through profit or loss are stated at fair value, with any resultant
gain or loss recognised in profit or loss. The net gain or loss recognised in profit or loss
incorporates any dividend or interest earned on the financial asset. Fair value is determined in
the manner described in note 10.
Loans and receivables
Trade receivables, loans, and other receivables that have fixed or determinable payments that
are not quoted in an active market are classified as ‘loans and receivables’. Loans and
receivables are measured at amortised cost using the effective interest method less impairment.
Interest income is recognised by applying the effective interest rate.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date. Financial
assets are impaired where there is objective evidence that as a result of one or more events that
occurred after the initial recognition of the financial asset the estimated future cash flows of the
investment have been impacted.
Page | 51
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Notes to the accounts
2. Significant accounting policies (cont’d)
For financial assets carried at amortised cost, the amount of the impairment is the difference
between the asset’s carrying amount and the present value of estimated future cash flows,
discounted at the original effective interest rate.
The carrying amount of financial assets including uncollectible trade receivables is reduced by
the impairment loss through the use of an allowance account.
Subsequent recoveries of amounts previously written off are credited against the allowance
account. Changes in the carrying amount of the allowance account are recognised in profit or
loss.
With the exception of available-for-sale equity instruments, if, in a subsequent period, the
amount of the impairment loss decreases and the decrease can be related objectively to an
event occurring after the impairment was recognised, the previously recognised impairment loss
is reversed through profit or loss to the extent the carrying amount of the receivable at the date
the impairment is reversed does not exceed what the amortised cost would have been had the
impairment not been recognised.
In respect of available-for-sale equity instruments, any subsequent increase in fair value after an
impairment loss is recognised directly in equity.
Derecognition of financial assets
The Consolidated group de-recognises a financial asset only when the contractual rights to the
cash flows from the asset expire, or it transfers the financial asset and substantially all the risks
and rewards of ownership of the asset to another entity. If the Consolidated group neither
transfers nor retains substantially all the risks and rewards of ownership and continues to control
the transferred asset, the Consolidated group recognises its retained interest in the asset and
an associated liability for amounts it may have to pay. If the Consolidated group retains
substantially all the risks and rewards of ownership of a transferred financial asset, the
Consolidated group continues to recognise the financial asset and also recognises a
collateralised borrowing for the proceeds received.
(j) Property, plant and equipment
Plant and equipment and leasehold improvements are stated at cost less accumulated
depreciation and impairment. Cost includes expenditure that is directly attributable to the
acquisition of the item. In the event that settlement of all or part of the purchase consideration is
deferred, cost is determined by discounting the amounts payable in the future to their present
value as at the date of acquisition.
Depreciation on plant and equipment is calculated on a diminishing value basis so as to write off
the net cost or other devalued amount of each asset over its expected useful life to its estimated
residual value. Leasehold improvements are depreciated over the period of the lease or
estimated useful life, whichever is the shorter, using the diminishing value method. The
estimated useful lives, residual values and depreciation method are reviewed at the end of each
annual reporting period, with the effect of any changes recognised on a prospective basis.
Assets held under finance leases are depreciated over their expected useful lives on the same
basis as owned assets or, where shorter, the term of the relevant lease.
The gain or loss arising on disposal or retirement of an item of property, plant and equipment is
determined as the difference between the sales proceeds and the carrying amount of the asset
and is recognised in profit or loss.
The following useful lives are used in the calculation of depreciation:
Leasehold improvements
Plant and equipment
Buildings
10 – 15 years
4 – 10 years
20 years
(k) Leased assets
Leases are classified as finance leases when the terms of the lease transfer substantially all the
risks and rewards incidental to ownership of the leased asset to the lessee. All other leases are
classified as operating leases.
Page | 52
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Notes to the accounts
2. Significant accounting policies (cont’d)
Group as lessor
Rental income from operating leases is recognised on a straight-line basis over the term of the
relevant lease. However, contingent rentals arising under operating leases are recognised as
income in a manner consistent with the basis on which they are determined.
Initial direct costs incurred in negotiating and arranging an operating lease are added to the
carrying amount of the leased asset and recognised on a straight-line basis over the lease term.
(l) Employee benefits
A liability is recognised for benefits accruing to employees in respect of wages and salaries,
annual leave, long service leave, and sick leave when it is probable that settlement will be
required and they are capable of being measured reliably.
Liabilities recognised in respect of short-term employee benefits, are measured at their nominal
values using the remuneration rate expected to apply at the time of settlement.
Liabilities recognised in respect of long-term employee benefits, are measured as the present
value of the estimated future cash outflows to be made by the Consolidated group in respect of
services provided by employees up to reporting date.
(m) Financial instruments issued by the Consolidated group
Debt and equity instruments
Debt and equity instruments are classified as either liabilities or as equity in accordance with the
substance of the contractual arrangement. An equity instrument is any contract that evidences a
residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments
issued by the Consolidated group are recorded at the proceeds received, net of direct issue
costs.
Financial liabilities
Financial liabilities are classified as either financial liabilities ‘at fair value through profit or loss’
or other financial liabilities.
Other financial liabilities
Other financial liabilities, including borrowings, are initially measured at fair value, net of
transaction costs.
Other financial liabilities are subsequently measured at amortised cost using the effective
interest method, with interest expense recognised on an effective yield basis.
The effective interest method is a method of calculating the amortised cost of a financial liability
and of allocating interest expense over the relevant period. The effective interest rate is the rate
that exactly discounts estimated future cash payments through the expected life of the financial
liability, or, where appropriate, a shorter period.
(n)
Impairment of long-lived assets excluding goodwill
At each reporting date, the Consolidated group reviews the carrying amounts of its assets to
determine whether there is any indication that those assets have suffered an impairment loss. If
any such indication exists, the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss (if any). Where the asset does not generate cash
flows that are independent from other assets, the Consolidated group estimates the recoverable
amount of the cash-generating unit to which the asset belongs. Where a reasonable and
consistent basis of allocation can be identified, corporate assets are also allocated to individual
cash-generating units, or otherwise they are allocated to the smallest group of cash-generating
units for which a reasonable and consistent allocation basis can be identified.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-
tax discount rate that reflects current market assessments of the time value of money and the
risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its
carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its
recoverable amount. An impairment loss is recognised immediately in profit or loss.
Page | 53
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Notes to the accounts
2. Significant accounting policies (cont’d)
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-
generating unit) 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 (cash-generating unit)
in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.
(o) Capitalisation of exploration and evaluation 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 amortisation 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 (or 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.
Where a decision is 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.
(p) Provisions
Provisions are recognised when the Consolidated group has a present obligation (legal or
constructive) as a result of a past event, it is probable that the Consolidated group will be
required to settle the obligation, and a reliable estimate can be made of the amount of the
obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle
the present obligation at reporting date, taking into account the risks and uncertainties
surrounding the obligation. Where a provision is measured using the cashflows estimated to
settle the present obligation, its carrying amount is the present value of those cashflows.
When some or all of the economic benefits required to settle a provision are expected to be
recovered from a third party, the receivable is recognised as an asset if it is virtually certain that
reimbursement will be received and the amount of the receivable can be measured reliably.
Page | 54
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Notes to the accounts
3: Critical accounting estimates and judgments
In preparing this Financial Report the Consolidated group has been required to make certain
estimates and assumptions concerning future occurrences. There is an inherent risk that the resulting
accounting estimates will not equate exactly with actual events and results.
a)
b)
Significant accounting judgments
In the process of applying the Consolidated group's accounting policies, management has
made the following judgments, apart from those involving estimations, which have the most
significant effect on the amounts recognised in the financial statements:
Capitalisation of exploration and evaluation expenditure
The Consolidated group has capitalised significant exploration and evaluation expenditure on
the basis either that this is expected to be recouped through future successful development or
alternatively sale of the Areas of Interest. If ultimately the area of interest is abandoned or is
not successfully commercialised, the carrying value of the capitalised exploration and
evaluation expenditure would be written down to its recoverable amount.
Deferred tax assets
The Consolidated group expects to have carried forward tax losses which have not been
recognised as deferred tax assets as it is not considered sufficiently probable at this point in
time, that these losses will be recouped by means of future profits taxable in the relevant
jurisdictions.
Significant accounting estimates and assumptions
The carrying amounts of certain assets and liabilities are often determined based on estimates
and assumptions of future events. The key estimates and assumptions that have a significant
risk of causing a material adjustment to the carrying amounts of certain assets and liabilities
within the next annual reporting period are:
Impairment of capitalised exploration and evaluation expenditure
The future recoverability of capitalised exploration and evaluation expenditure is dependent on
a number of factors, including whether the Consolidated group decides to exploit the related
lease itself or, if not, whether it successfully recovers the related exploration and evaluation
asset through sale.
Factors that could impact the future recoverability include the level of reserves and resources,
future technological changes, costs of drilling and production, production rates, future legal and
political changes, (including obtaining the right to mine and changes to environmental
restoration obligations) and changes to commodity prices.
As at 31 December 2011, the carrying value of capitalised exploration expenditure is
$46,808,574 (2010: $42,149,145) refer to note 12.
4: Segment information
AASB8 Operating Segments requires operating segments to be identified on the basis of internal
reports about components of the entity that are regularly reviewed by the managing director (chief
operating decision maker) in order to allocate resources to the segment and assess performance.
The Consolidated group undertakes mineral exploration and evaluation in Greenland.
Given the Consolidated group has one reporting segment, operating results and financial information
are not separately disclosed in this note.
Page | 55
Notes to the accounts
5: Revenue
Interest - Bank deposits
Operating lease revenue - Sub lease
Other revenue
6: Loss for the period before tax
Loss for the period has been arrived at
after charging the following items:
(a) Gains and losses
Gain on disposal of investments
Loss on disposal of investments
Changes in fair value of held for trading assets
Loss on foreign currency exchange
(b) Other expenses
Audit, accounting and taxation expenses
Consulting expenses
Depreciation expense
Insurance
Operating lease rental expenses
Stock exchange fees
Travel expenses
Payroll tax
Printing, stationery and office costs
Share registry costs
Telephone
Other expenses
Directors’ fees and salary expense
Directors’ share based payments
Employee benefits
Employee share based payments
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
31 Dec
2010
$' 000
31 Dec
2010
$' 000
755
76
286
1,117
320
136
261
717
31 Dec
2011
$' 000
31 Dec
2010
$' 000
-
(3)
(237)
(3)
(449)
(377)
(228)
(123)
(76)
(106)
(1,008)
(145)
(118)
(117)
(182)
(1,277)
(4,449)
(1,469)
(2,202)
(3,771)
(1,786)
(2,723)
(4,509)
93
-
378
(267)
(196)
(337)
(127)
(99)
(136)
(83)
(717)
(1,198)
(46)
(44)
(138)
(132)
(3,049)
(988)
-
(1,031)
(1,825)
-
(1,825)
Page | 56
Notes to the accounts
7: Income tax
(a) Tax expense
Current tax
Deferred tax
b) The prima facie income tax benefit on pre-tax accounting
loss from operations reconciles to the income tax expenses
in the financial statements as follows:
Loss for period
Prima facie tax benefit on loss at 30%
add:
Tax effect of:
other non-allowable items
provisions and accruals
accrued income
revenue loss not recognised
Less:
Tax effect of:
Exploration, evaluation and development expenditure
provisions and accruals
capital expenditure write off
Other deductions
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
31 Dec
2011
$' 000
31 Dec
2010
$' 000
-
-
-
-
-
-
-
-
(14,210)
(4,263)
(7,164)
(2,149)
1,481
568
8
7,396
9,453
(4,278)
(531)
(291)
(90)
(5,190)
391
530
12
3,704
4,637
(1,946)
(173)
(247)
(122)
(2,488)
Income tax expense
-
-
The following deferred tax balances have not been
recognised:
Deferred tax assets:
at 30%
Carry forward revenue losses
Capital raising costs
Less: offset against deferred tax liability
19,792
493
20,285
(8,537)
11,748
12,396
345
12,741
(7,060)
5,681
The tax benefits of the above deferred tax assets will only be obtained if;
a) The Consolidated group derives future assessable income of a nature and amount sufficient
to enable the benefits to be utilised,
b) The Consolidated group continues to comply with the conditions of deductibility imposed by
law, and
c) No change in income tax legislation adversely affects the consolidated group’s ability to utilise
the benefits.
Page | 57
Notes to the accounts
7: Income tax (cont’d)
Deferred tax liabilities:
at 30%
Exploration, evaluation and development expenditure
Accrued income
less offset against deferred tax assets
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
31 Dec
2011
$' 000
31 Dec
2010
$' 000
8,529
8
8,537
(8,537)
-
7,048
12
7,060
(7,060)
-
The above deferred tax liabilities have been offset against the deferred tax assets, noted above.
8: Cash and equivalents
Cash at bank
Cash on deposit at call
Cash on deposit
Dec
2011
$' 000
Dec
2010
$' 000
388
10,040
438
10,866
744
-
10,843
11,587
The Consolidated group’s financial risk management objectives and policies are discussed further at
note 26.
9: Trade and other receivables
(a) Current
Trade debtors (i)
Accrued interest
GST refundable
Funds held in trust (ii)
Dec
2011
$' 000
Dec
2010
$' 000
6
37
165
30
238
54
26
86
30
196
(i) Trade debtors and sundry debtors are non-interest bearing, unsecured and generally on 30
day terms. As at 31 December 2011 and 31 December 2010 no amounts were past due but
not impaired. Additionally there was no allowance for doubtful debts at either 31 December
2011 or 31 December 2010.
(ii) Funds held in trust consist of $30,381 (2010: $30,441) being held by the Consolidated group’s
London based lawyers as a retainer.
Page | 58
Notes to the accounts
10: Other assets
Deposit bonds
Prepayments
Funds held in trust for un-issued shares (i)
Investments carried at fair value:
Shares in listed companies – fair value (ii)
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Dec
2011
$' 000
Dec
2010
$' 000
-
291
-
57
348
159
365
146
694
1,364
(i)
(ii)
Funds held in trust, relate to funds received for the issue of shares through the exercise
of options where the shares were not issued at 31 December 2010.
Movement in market value is based on the closing price on the Australian Securities
Exchange, of the shares held on the reporting date.
11: Property, plant and equipment
Plant and Equipment (cost)
Accumulated depreciation
Leasehold improvements (cost)
Accumulated depreciation
Buildings
Accumulated depreciation
Dec
2011
$' 000
Dec
2010
$' 000
1,529
(544)
99
(19)
694
(25)
877
(349)
65
(11)
-
-
1,734
582
(a) Movements in the carrying amounts
Movement in the carrying values for each class of property, plant and equipment between the
beginning and the end of the period.
Page | 59
Notes to the accounts
11: Property, plant and equipment (cont’d)
Plant and Equipment
Carrying value at beginning of year
Acquisitions
Depreciation expense
Carrying value at end of year
Leasehold improvements
Carrying value at beginning of year
Acquisitions
Depreciation expense
Carrying value at end of year
Buildings
Acquisitions
Depreciation
Carrying value at end of year
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Dec
2011
$' 000
Dec
2010
$' 000
528
652
(195)
985
54
34
(8)
80
694
(25)
669
408
242
(122)
528
52
7
(5)
54
-
-
-
Total property, plant and equipment carrying value at end of
period
1,734
582
12: Capitalised exploration and evaluation expenditure
Balance at beginning of year
Exploration and/or evaluation phase in
current period:
Capitalised expenses (i)
Less:
Effects of currency translation (ii)
Balance at end of year
Dec
2011
$' 000
Dec
2010
$' 000
42,149
37,129
14,261
56,410
(9,602)
46,808
6,482
43,611
(1,462)
42,149
(i) On the 31 July 2007, Greenland Minerals and Energy Limited acquired a 61% interest in the
Kvanefjeld Project. As part of the acquisition, the Company entered into an un-incorporated
joint venture with Westrip Holdings Limited (Westrip), a UK based company to carry out the
exploration and evaluation of Kvanefjeld. The Company holds a 61% interest in the joint
venture through Greenland Minerals and Energy (Trading) A/S, which holds the EL 2010/02,
the exploration license covering the Kvanefjeld Project, with Westrip holding the balance.
Under the joint venture agreement, from 17 August 2009 both joint venture parties are
required to contribute to the exploration expenditure, in proportion to their respective interests
in the joint venture. To date Greenland Minerals Energy Limited has continued to fully fund
the exploration expenditure and the Company has not made a claim against Westrip Holdings
Limited for its share of the exploration expenditure post 17 August 2009. In August 2011 the
Company entered into an agreement to acquire Westrip’s interest in the project, at the date of
this report, settlement of this transaction was still pending.
Page | 60
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Notes to the accounts
12: Capitalised exploration and evaluation expenditure (cont’d)
(ii)
(iii)
(iv)
(v)
During the period the Company received revised legal advice indicating that legal and
beneficial ownership of the Kvanefjeld Project EL 2010/02 resided with Greenland Minerals
and Energy (Trading) A/S, the Greenlandic subsidiary and not the Company. As a result all
capitalised exploration and evaluation expenditure has been recognised in the Greenlandic
subsidiary and at reporting date has been translated at the closing Australian dollar/Danis h
kroner exchange rate with the movement being recognised in the foreign currency translation
reserve.
During the period the Company directly acquired a 100% interest in Greenland exploration
licenses EL 2011/23.
The recoverability of the Consolidated Group’s carrying value of the capitalised exploration
and evaluation expenditure relating to the Kvanefjeld Project is subject to the successful
development and exploitation of the exploration property. The Consolidated Group will carry
out a definitive feasibility study including among other areas, environmental and social impact
studies, with the intention of applying for the right to mine. Alternatively recoverability could
result from the sale of the tenement at an amount at least equal to the carrying amount.
In December 2011 the Company announced changes made by the Greenland Government to
include uranium in the exploration license EL 2010/02 held by the Consolidated group. This
inclusion of uranium to the license is in addition to the changes introduced by the Greenland
Government in September 2010 which allowed for the inclusion of radioactive elements as
exploitable minerals, for the purpose of thorough evaluation and reporting. The Greenland
Government currently has a zero tolerance approach to the exploration and exploitation of
uranium. These developments have provided the Consolidated group with a clear pathway to
move towards making an application for an exploitation license.
The Consolidated Group and the Greenland Government are currently in consultations with
stakeholders, regarding the social and environmental aspects of the project. Based on this
combined with the developments outlined above, the Consolidated Group has a positive
outlook regarding its ability to successfully develop the project, as a multi element project
including uranium. The Consolidated Group will continue to explore and evaluate the project,
with the view of moving to development, subject to approval to mine rare earth elements with
uranium. This will be done in a manner that is in accordance with both Greenland
Government and local community expectations.
13: Trade and other payables
Accrued expenses (i)
Trade creditors (ii)
Sundry creditors (ii)
Funds held in trust (iii)
Dec
2011
$' 000
Dec
2010
$' 000
67
1,176
341
-
1,584
287
969
74
146
1,476
(i)
(ii)
Accrued expenses related to services and goods provided to the Consolidated group prior
to the period end, but the Consolidated group was not charged or invoiced for these
goods and services by the supplier at period end. The amounts are generally payable
and paid within 30 Days and are non-interest bearing.
Trade and sundry creditors are non-interest bearing with the exception of amounts owed
on corporate credit cards and after 30 days interest is charged at rates ranging between
15% and 18%. All trade and sundry creditors are generally payable on terms of 30 days.
Page | 61
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Notes to the accounts
13: Trade and other payables (cont’d)
(iii)
(iv)
Funds held in trust, relate to funds received for the issue of shares from the exercise of
options where the shares had not been issued at 31 December 2010.
The financial risk related to trade and other payables is managed by ensuring sufficient at
call cash balances are maintained by the Consolidated group to enable the settlement in
full of all amounts as and when they become due for payment.
14: Provisions - Current
Provision for annual leave
Provision for payroll tax (i)
Dec
2011
$' 000
396
21
417
Dec
2010
$' 000
201
1,421
1,622
(i)
$1,355,900 provision for payroll tax recognised at 31 December 2010 related to a potential
payroll tax liability on options issued to directors in 2007. This matter was settled during the
current financial year.
Provisions – Non-Current
Provision for long service leave
Dec
2011
$' 000
Dec
2010
$' 000
63
-
15: Issued capital
Changes to the then Corporations Law abolished the authorised capital and par value concept in
relation to share capital from 1 July 1998. Therefore, the consolidated group does not have a limited
amount of authorised capital and issued shares do not have a par value.
Fully paid ordinary shares carry one vote per share and carry the right to dividends.
Balance brought forward
Issue of ordinary shares through capital
raisings
Issue of ordinary shares in relation to the
acquisition of the non-controlling interest in
the Kvanefjeld project (refer to note 16 and
32)
Issue of ordinary shares as a result of
exercised options:
$0.10 exercise price options
$0.20 exercise price options
$0.50 exercise price options
$1.00 exercise options
Less costs associated with shares issued
Balance at end of financial year
Dec 2011
Dec 2010
No
' 000
288,672
$' 000
153,754
No
' 000
226,826
$' 000
103,685
-
-
17,647
6,000
5,983
3,500
800
272
-
115,195
5,450
1,090
-
416,390
-
130,605
3,112
1,223
(368)
291,826
750
42,349
300
-
-
288,672
266
44,030
199
-
(698)
153,754
Page | 62
Notes to the accounts
16: Reserves
a) Option reserve
Balance brought forward
Issue of options to directors (i)
Issue of options to senior management (i)
Issue of performance rights to directors (i)
Issue of performance rights to senior management (i)
Issue of performance rights to staff (i)
Options exercised – transferred to share capital:
$0.10 exercise price options
$0.20 exercise price options
$0.50 exercise price options
$1.00 exercise price options
Balance at end of financial year
(i) Refer to note 25 for further information.
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Dec
2011
$' 000
118,157
641
536
1,526
526
1,696
-
(107,065)
(887)
(133)
14,997
Dec
2010
$' 000
153,958
-
-
-
-
-
(191)
(35,561)
(49)
-
118,157
The option reserve arises from the grant of share options and performance rights to executives,
employees and consultants. Amounts are transferred out of the reserve and into issued capital when
the options are exercised. Further information about share-based payments to directors and senior
management is made in note 25 to the financial statements.
b) Foreign currency translation reserve
Balance brought forward
Current period adjustment from currency translation of foreign
controlled entities
Balance at end of year
Dec
2011
$' 000
Dec
2010
$' 000
(756)
(6,027)
(6,783)
(1)
(755)
(756)
The foreign currency translation reserve records the foreign currency differences arising from the
translation of the foreign subsidiary’s accounts from Danish Kroner, the functional currency of
Greenland Minerals and Energy (Trading) A/S, to Australian dollars.
c) Non-controlling interest acquisition reserve
Balance brought forward
Settlement deposit - cash (i)
Settlement deposit – shares (ii)
Balance at end of year
Dec
2011
$' 000
Dec
2010
$' 000
-
(2,111)
(3,500)
(5,611)
-
-
-
(i) Non-refundable cash deposits paid as part of the acquisition of the outstanding 39% of
Greenland Minerals and Energy (Trading) A/S not currently held by the Consolidated group,
refer to note 32 for additional information.
(ii) The Consolidated group issued 5,982,345 shares with an issue price of $0.585 during the
year. The shares issued formed part of the deposit under the terms of the extension to
settlement deed in relation to the acquisition of the outstanding 39% of Greenland Minerals
and Energy (Trading) A/S not currently held by the Consolidated group, refer to note 32 for
additional information.
Page | 63
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Notes to the accounts
16: Reserves (cont’d)
The non-controlling interest acquisition reserve records the deposit paid to non-controlling interests in
relation to the proposed acquisition of the outstanding 39% of Greenland Minerals and Energy
(Trading) A/S not currently held by the Consolidated group, refer to note 32 for additional information.
d) Total reserves
Option reserve
Foreign currency translation reserve
Non-controlling interest acquisition reserve
Dec
2011
$' 000
14,997
(6,783)
(5,611)
2,603
Dec
2010
$' 000
118,157
(756)
-
117,401
17: Dividends
No dividends have been proposed or paid during the period or comparative period.
18: Accumulated losses
Balance at beginning of financial year
Loss attributable to members of parent entity
Related income tax
Balance at end of financial year
19: Loss per share
Basic loss per share
From continuing operations
Diluted loss per share
From continuing operations
Dec
2011
$' 000
(217,076)
(12,954)
-
(230,030)
Dec
2010
$' 000
(210,684)
(6,392)
-
(217,076)
Dec
2011
Cents
Per share
Dec
2010
Cents
Per share
3.50
3.50
2.60
2.60
Basic and diluted loss per share
The loss and weighted average number of ordinary shares used in the calculation of the basic and
diluted loss per share are as follows;
Loss for period ($)
Weighted average number of shares used
in the calculation of basic and diluted loss
per share (Number)
Dec
2011
12,953,792
Dec
2010
6,391,904
367,323,888
244,602,938
(i)
There were 24,200,000 potential ordinary shares on issue at 31 December 2011 (31
December 2010: 136,422,341) that are not dilutive and are therefore excluded from the
weighted average number of ordinary shares and potential ordinary shares used in the
calculation of diluted earnings per share.
Page | 64
Notes to the accounts
20: Non-controlling interest
Balance brought forward
Loss attributable to non-controlling interest
for the period
Currency translation movement attributable
to non-controlling interest
Non-controlling interest at the end of
financial year
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Greenland Minerals and
Energy (trading) A/S
Dec
Dec
2010
2011
(1,299)
(1,256)
(3,852)
(44)
(772)
(483)
(6,407)
(1,299)
21: Commitments for expenditure
Exploration commitments: EL 2010/02 is located in Greenland. The tenement expenditure incurred
during the year ended 31 December 2011 was in excess of the minimum expenditure required to
maintain the tenement in good standing. The excess expenditure can be carried forward for 5 years.
The amount carried forward will be more than sufficient to meet the minimum expenditure
requirements over this period.
The Consolidated group expects to have sufficient credits in relation to EL 2011/23 to meet minimum
expenditure requirements for the next 2 years and an amount has been recognised in commitments to
ensure the tenement remains in good standing.
Tenement commitments
Not longer than 1 year
Longer than 1 year but not longer than 5 years
Longer than 5 years
Operating leases (i)
Not longer than 1 year
Longer than 1 year but not longer than 5 years
Longer than 5 years
Other contractual obligations (ii)
Not longer than 1 year
Longer than 1 year but not longer than 5 years
Longer than 5 years
Dec
2011
$’000
Dec
2010
$’000
-
900
-
900
210
210
-
410
240
400
-
640
-
500
-
500
210
420
-
630
240
640
-
880
(i)
(ii)
The only commitments for operating leases are lease rentals on the Consolidated group’s
Perth head office premises. The current lease expires on the 14 February 2014, and is
non-cancelable, with a 3 year renewal option. No liabilities have been recognised in
relation to operating leases at 31 December 2011 or 31 December 2010.
Relates to ongoing contractual obligations with Gravner Limited for corporate advisory
services.
Page | 65
Notes to the accounts
22: Contingent liabilities
Legal related costs (i)
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Dec
2011
$' 000
Dec
2010
$' 000
-
-
1,200
1,200
(i)
(ii)
Costs associated with defending writs served on the Company by Westrip Holdings
Limited (‘Westrip’) and Rimbal Pty Ltd (‘Rimbal’). The contingent liability was based on
an estimate by directors after obtaining legal opinions.
There are no contingent liabilities recorded for the financial year ended 31 December
2011.
23: Notes to the statement of cash flows
Reconciliation of loss for the period to net cash flows from operating activities.
Loss for the year
(Gain) loss on sale or disposal of non-current
assets
(Gain) loss on revaluation of fair value through
profit and loss of financial assets
Depreciation
Equity-settled share-based payments
Interest income received and receivable
(Increase)/decrease in assets
Trade and other receivables
Increase (decrease) in liabilities
trade and other payables
in provisions
Net cash used in operating activities
Year ended
31 Dec
2011
$' 000
Year ended
31 Dec
2010
$' 000
(14,210)
(7,164)
(4)
237
228
4,925
(755)
117
(93)
(378)
127
-
(320)
53
560
(1,142)
(10,044)
572
1,543
(5,660)
The Consolidated group has not entered into any other non-cash financing or investing activities.
24: Subsidiaries
Name of subsidiary
Chahood Capital Limited
Greenland Minerals and Energy (Trading) A/S
Country
of incorporation
Isle of Man
Greenland
Ownership interest
Dec
Dec
2010
2011
%
%
100
100
61
61
Page | 66
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Notes to the accounts
25: Share based payments
The following share-based payment arrangements, were entered into during the year ended 31
December 2010:
Date
Number
Issue Price
20/12/2010
17/12/2010
800,000
388,000
$0.34
$0.25
Value
$272,000
$97,000
The Consolidated group issued 800,000 shares with an issue price of $0.34 during the prior year as a
share-based payment. During the prior year, the Consolidated group issued 388,000 with an issue
price of $0.25, as a share based payment. These shares were issued in lieu of capital raising fees
brought to account against the relevant issued capital.
Employee performance rights plan
At the Company’s Annual General Meeting, on 12th May 2011, members approved the implementation
of an Employee Performance Rights Plan (“EPRP”). The plan is a result of a comprehensive
remuneration review the Company conducted, in consultation with independent consultants. The aim
of the plan is to assist in the retention of existing staff and the recruitment of future employees.
Under the EPRP, the Company will issue incentive shares to employees as part of their total
remuneration package. The plan will result in a direct cost saving to the Company through a
reduction in the salary component payable in remuneration packages.
Upon satisfying clearly pre-determined vesting conditions, each right issued under the EPRP will be
convertible into one fully paid ordinary share of the Company. To meet the vesting criteria, the
employee must remain an employee of the Company for a minimum of two years and will converted in
three tranches based on the Company’s Volume Weighted Average Share Price (“VWAP”) exceeding
price hurdles for 10 consecutive trading days.
Tranche 1 - Will vest upon both the volume weighted average price of Shares being $1.50 or more
for 10 consecutive Trading Days and 2 years continuous service for the Company
from 1 April 2011 save that this continuous service vesting hurdle will be deemed to
be satisfied in the event of a successful takeover bid where the bidder has
acceptances for greater than 50% of the Shares in the Company.
Tranche 2 - Will vest upon both the volume weighted average price of Shares being $1.85 or more
for 10 consecutive Trading Days and 2 years continuous service for the Company
from 1 April 2011 save that this continuous service vesting hurdle will be deemed to
be satisfied in the event of a successful takeover bid where the bidder has
acceptances for greater than 50% of the Shares in the Company.
Tranche 3 - Will vest upon both the volume weighted average price of Shares being $2.50 or more
for 10 consecutive Trading Days and 2 years continuous service for the Company
from 1 April 2011 save that this continuous service vesting hurdle will be deemed to
be satisfied in the event of a successful takeover bid where the bidder has
acceptances for greater than 50% of the Shares in the Company.
No amounts are paid or payable by the recipient on receipt of the performance right. The
performance rights carry neither rights to dividends nor voting rights and are non-transferrable.
Page | 67
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Notes to the accounts
25: Share based payments (cont’d)
The Company has issued 16,450,000 performance rights during the year ended 31 December 2011.
The value of the performance rights issued will be recognised as an expense over the expected 2
year service vesting period. The fair value has been established using a binomial model based on the
following variables:
Grant date
Underlying share price at grant date
Maximum life
Expected future volatility
Risk free rate
Tranche1 share price hurdle
Tranche2 share price hurdle
Tranche3 share price hurdle
12/05/2011
$0.97
3 Years
100%
5.03%
$1.50
$1.85
$2.50
Performance rights granted under the EPRP
Tranche
Number
1
2
3
5,000,000
5,325,000
6,125,000
16,450,000
Grant date fair
value
$
3,315,000
3,264,438
3,416,280
9,995,718
Pro-rata vesting
period value
recognised @ 31 Dec
2011
1,243,125
1,224,164
1,281,105
3,748,394
10,850,000 performance rights were issued to directors and senior management, the 5,600,000
balance was issued to other employees.
Performance options
At the Company’s Annual General Meeting, in addition to approving the EPRP, members approved
the issue of unvested performance options to certain directors and senior management. The options
have an exercise price of $1.75 and are subject to pre-determined vesting conditions. To meet the
vesting criteria, a two year service period from the grant date must be satisfied and will vest in three
tranches based on the Company’s Volume Weighted Average Share Price (“VWAP”) exceeding price
hurdles for 10 consecutive trading days.
Tranche 1 – Will vest upon both the volume weighted average price of shares being $3.75 or more
for 10 consecutive Trading Days and 2 years continuous service for the Company
from 1 April 2011 save that this continuous service vesting hurdle will be deemed to
be satisfied in the event of a successful takeover bid where the bidder has
acceptances for greater than 50% of the Shares in the Company.
Tranche 2 – will vest upon both the volume weighted average price of shares being $5.00 or more
for 10 consecutive Trading Days and 2 years continuous service for the Company
from 1 April 2011 save that this continuous service vesting hurdle will be deemed to
be satisfied in the event of a successful takeover bid where the bidder has
acceptances for greater than 50% of the Shares in the Company.
Tranche 3 – will vest upon both the volume weighted average price of shares being $6.25 or more
for 10 consecutive Trading Days and 2 years continuous service for the Company
from 1 April 2011 save that this continuous service vesting hurdle will be deemed to
be satisfied in the event of a successful takeover bid where the bidder has
acceptances for greater than 50% of the Shares in the Company.
No amounts are paid or payable by the recipient on receipt of the options. The options are unvested
and unlisted, carry neither rights to dividends nor voting rights and are non-transferrable.
Page | 68
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Notes to the accounts
25: Share based payments (cont’d)
On satisfying the vesting conditions, the options can be exercised by the payment of $1.75 per option
exercise price and on exercising each option will be converted to one fully paid ordinary share in
Greenland Minerals and Energy Limited.
As approved by shareholders, the following performance options were issued during the year ended
31 Dec 2011:
Director/employee
R McIllree
J Mair
S Bunn
Tranche 1
Tranche 2
Tranche 3
Total
900,000
700,000
700,000
2,300,000
950,000
700,000
700,000
2,350,000
950,000
700,000
700,000
2,350,000
2,800,000
2,100,000
2,100,000
7,000,000
The value of the performance options issued will be recognised as an expense over the expected 2
year service vesting period. The fair value has been established using a binomial model based on the
following variables:
Grant date
Underlying share price at grant date
Exercise price
Expiry date
Expected future volatility
Risk free rate
Tranche1 share price hurdle
Tranche2 share price hurdle
Tranche3 share price hurdle
Performance options granted
12/05/2011
$0.97
$1.75
31/08/2013
100%
4.91%
$3.75
$5.00
$6.25
Tranche
Number
1
2
3
2,300,000
2,350,000
2,350,000
7,000,000
Grant date fair
value
$
942,816
832,887
665,896
9,995,718
Pro-rata vesting
period value
recognised @ 31 Dec
2011
353,556
312,332
249,711
915,599
Employee options
During the current financial year, the employment contract with Shaun Bunn was re-negotiated with
Mr Bunn moving from a service contract arrangement to an employment contract. Due to the
completion of various project related milestones, whilst engaged under the service contract, Mr Bunn
was granted 750,000 options with an exercise price of $0.25. There were no vesting conditions
attached to these options and each option on exercise converts to one fully paid ordinary share of
Greenland Minerals and Energy Limited.
Details of $0.25 employee options issued during the current financial year:
senior
management
Grant date
Number
Fair value@
grant date
$
Expiry
date
S Bunn
21/10/2011
750,000
261,587
31/03/2013
(i) Fair value at grant date has been calculated using a Black Scholes model as there are no
further vesting conditions attached to the options the full fair value has been recognised in
remuneration in the current financial year.
Page | 69
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Notes to the accounts
25: Share based payments (cont’d)
Grant date
Underlying share price at grant date
Exercise price
Expiry Date
Expected future volatility
Risk free rate
21/10/2011
$0.54
$0.25
31/03/2013
94%
3.95%
The weighted average fair value of performance rights granted during the financial year is $0.61
(2010: nil).
The weighted average fair value of options granted during the financial year is $0.35 (2010: nil).
Employee share option plan
Greenland Minerals and Energy Limited operates an ownership-based scheme
for senior
management and employees of the Consolidated group. In accordance with the provisions of the
plan, as approved by shareholders at the general meeting on the 25 June 2009, eligible employees
can be offered participation in the plan, at the discretion of the Board. The Board’s discretion will be
based on the consideration of, among other things, the seniority of the person, the length of service of
the eligible employee with the Consolidated group and the potential contribution of the eligible
employee to the growth of the Consolidated group.
On exercise, each employee share option converts into one ordinary share of Greenland Minerals and
Energy Limited. All options issued under this plan were exercised and converted into shares on or
before 30 June 2011 or expired if not exercised by this date.
The following options issued to directors and senior management, were exercised during the financial
year ended 31 December 2011:
R McIllree
S Cato
Date
16/06/2011
29/04/2011
07/06/2011
23/06/2011
Number
exercised (i)
4,400,000
Exercise
price
$0.20
Share price
@ exercise
date
Amount
Paid
$
$0.51
880,000
Amount
unpaid
$
1,550,100
1,992,000
250,000
$0.20
$0.20
$0.20
$0.81
$0.59
$0.69
310,200
398,400
50,000
J Whybrow
28/06/2011
4,400,000
$0.20
$0.68
880,000
J Mair
30/06/2011
250,000
$0.50
$0.71
125,000
S Bunn
02/02/2011
250,000
$0.50
$1.17
125,000
-
-
-
-
-
-
-
(ii) The number of options exercised relates only to options exercised that were granted as
compensation and recognised in remuneration in prior years.
The following options issued to directors and management, were exercised during the financial year
ended 31 December 2010:
Date
28/01/2010
25/11/2010
Number
Exercised
Exercise
Price
400,000
750,000
$0.20
$0.10
M Mason
S Bunn
Share price
@ exercise
date
$0.70
$0.95
Amount
Paid
$
80,000
75,000
Amount
unpaid
$
-
-
Page | 70
Notes to the accounts
25: Share based payments (cont’d)
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
The following are the terms of the Performance Rights:
1.
2.
The Performance Rights are non-transferable.
The rights under Performance Rights are personal and a Performance Right does not confer
any entitlement to attend or vote at meetings of the Company, to dividends, participation in
new issues of securities or entitlement to participate in any return of capital.
The Performance Rights vest upon the satisfaction of any performance hurdles specified at
the time of issue.
The Performance Rights lapse upon the Eligible Employee ceasing to be employed or on the
death, incapacity or disability of the Eligible Employee or on the failure to satisfy any
performance hurdles within a required time of the issue of the Performance Rights.
Upon vesting, one (1) Share will be issued for every one (1) Performance Right. The Shares
will rank equally in all respects with the existing Shares.
If the Company makes a bonus issue of Shares, then the holder of the Performance Right
upon vesting will be entitled to have issued to it the increased number of Shares that it would
have received if the Performance Right had vested and the holder acquired Shares in respect
of the Performance Right before the record date for the bonus issue.
In the event of any reconstruction (including consolidation, sub-division, reduction or return) of
the issued capital of the Company prior to the vesting date, the number of Performance
Rights will be reconstructed in a manner consistent with the ASX Listing Rules.
3.
4.
5.
6.
7.
7.
6.
3.
4.
5.
The following are the terms of the Performance Options:
Each Option entitles the holder to one Share.
1.
The Options are exercisable at any time prior to 5.00 pm Western Standard Time on 31
2.
August 2013 ("Expiry Date").
The exercise price of the Options is $1.75 per Option.
Upon vesting, the Options are freely transferable.
The Company will provide to each Option holder a notice that is to be completed when
exercising the Options ("Notice of Exercise"). Subject to vesting, the Options may be
exercised wholly or in part by completing the Notice of Exercise and delivering it together with
payment to the secretary of the Company to be received any time prior to the Expiry Date.
The Company will process all relevant documents received at the end of every calendar
month.
Upon the exercise of an Option and receipt of all relevant documents and payment, the holder
in accordance with paragraph 5 will be allotted and issued a Share ranking pari passu with the
then issued Shares.
There will be no participating rights or entitlements inherent in the Options and the holders will
not be entitled to participate in new issues of capital which may be offered to Shareholders
during the currency of the Options. However, the Company will ensure that for the purposes
of determining entitlements to any such issue, the record date will be at least 7 business days
after the issue is announced. This will give Optionholders the opportunity (where Options
have vested) to exercise their Options prior to the date for determining entitlements to
participate in any such issue.
If there is a bonus issue ("Bonus Issue") to Shareholders, the number of Shares over which
an Option is exercisable will be increased by the number of Shares which the holder would
have received if the Option had been exercised before the record date for the Bonus Issue
("Bonus Shares"). The Bonus Shares must be paid up by the Company out of profits or
reserves (as the case may be) in the same manner as was applied in the Bonus Issue, and
upon issue will rank equally in all respects with the other Shares on issue as at the date of
issue of the Bonus Shares.
In the event of any reconstruction (including consolidation, sub-division, reduction or return) of
the issued capital of the Company prior to the Expiry Date, all rights of an Optionholder are to
be changed in a manner consistent with the Listing Rules.
In the event that the Company makes a pro rata issue of securities, the exercise price of the
Options will be adjusted in accordance with the formula set out in Listing Rule 6.22.2.
10.
8.
9.
Page | 71
Notes to the accounts
25: Share based payments (cont’d)
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
The following are the terms of the Employee Options:
1.
2.
Each Option entitles the holder to one Share.
The Options are exercisable at any time prior to 5.00 pm Western Standard Time on 31
March 2013 ("Expiry Date").
The exercise price of the Options is $0.25 per Option.
The Options are freely transferable.
The Company will provide to each Option holder a notice that is to be completed when
exercising the Options ("Notice of Exercise"). The Options may be exercised wholly or in
part by completing the Notice of Exercise and delivering it together with payment to the
secretary of the Company to be received any time prior to the Expiry Date. The Company will
process all relevant documents received at the end of every calendar month.
Upon the exercise of an Option and receipt of all relevant documents and payment, the holder
in accordance with paragraph 5 will be allotted and issued a Share ranking pari passu with the
then issued Shares.
There will be no participating rights or entitlements inherent in the Options and the holders will
not be entitled to participate in new issues of capital which may be offered to Shareholders
during the currency of the Options. However, the Company will ensure that for the purposes
of determining entitlements to any such issue, the record date will be at least 7 business days
after the issue is announced. This will give Optionholders the opportunity to exercise their
Options prior to the date for determining entitlements to participate in any such issue.
If there is a bonus issue ("Bonus Issue") to Shareholders, the number of Shares over which
an Option is exercisable will be increased by the number of Shares which the holder would
have received if the Option had been exercised before the record date for the Bonus Issue
("Bonus Shares"). The Bonus Shares must be paid up by the Company out of profits or
reserves (as the case may be) in the same manner as was applied in the Bonus Issue, and
upon issue will rank equally in all respects with the other Shares on issue as at the date of
issue of the Bonus Shares.
In the event of any reconstruction (including consolidation, sub-division, reduction or return) of
the issued capital of the Company prior to the Expiry Date, all rights of an Optionholder are to
be changed in a manner consistent with the Listing Rules.
In the event that the Company makes a pro rata issue of securities, the exercise price of the
Options will be adjusted in accordance with the formula set out in Listing Rule 6.22.2.
3.
4.
5.
6.
7.
8.
9.
10.
The following reconciles the outstanding share options granted at the beginning and end of the
financial period.
Dec 2011
Dec 2010
Balance at beginning of the financial
period
Granted during financial period
Forfeited during the financial period
Exercised during the financial period
Expired during the financial period
Exercisable at the end of the financial
period
Weighted
average
exercise
price
Number of
options
Weighted
average
exercise
price
0.27
1.60
-
(0.22)
(0.69)
179,841,887
-
-
(43,399,546)
-
0.25
-
-
(0.20)
-
Number of
options
136,442,341
7,750,000
-
(121,735,419)
(14,706,922)
7,750,000
1.60
136,442,341
0.27
The average share price during the current period was $0.83 (2010: $0.92).
Page | 72
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Notes to the accounts
25: Share based payments (cont’d)
The share options outstanding at the end of the financial period had a weighted average exercise
price of $1.60 (December 2010: $0.27), and a weighted average remaining contractual life of 594
days (December 2010: 181 days).
26: Financial instruments
(a) Capital risk management
The Consolidated group manages its capital in order to maintain sufficient funds are available for the
Consolidated group to meet its obligations and that the Group can fund its exploration and evaluation
activities as a going concern.
The Consolidated group’s overall strategy remains unchanged from December 2010.
The capital structure of the consolidated group consists of fully paid shares and options as disclosed
in notes 15 and 16 respectively.
None of the Consolidated group’s entities are subject to externally imposed capital requirements.
(b) Categories of financial instruments
Financial assets
Cash and equivalents
Loans and receivables - current
Fair value through profit and loss – held for trading
Financial liabilities
Amortised cost
Dec
2011
$' 000
Dec
2010
$' 000
10,866
238
57
1,584
11,587
196
694
1,476
(c) Financial risk management objectives
The Group’s principal financial instruments comprise cash and short term deposits. The main
purpose of the financial instruments is to earn the maximum amount of interest at low risk to the
Consolidated group. For the period under review, it is the Consolidated group’s policy not to trade in
financial instruments
The main risks arising from the Consolidated group’s financial instruments are interest rate risk, credit
risk and liquidity risk. The board reviews and agrees policies for managing each of these risks and
they are summarised below:
(i)
(ii)
Interest Rate Risk
The Consolidated group is exposed to movements in market interest rates on short
term deposits. 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 Consolidated group does not have short or long term debt, and
therefore this risk is minimal.
There was no change in managing interest rate risk or the method of measuring risk
from the prior year.
Credit Risk
Credit risk refers to the risk that a counter party will default on its contractual
obligations resulting in financial loss to the Group. The Group has adopted the policy
of only dealing with credit worthy counterparties and obtaining sufficient collateral or
other security where appropriate, as a means of mitigating the risk of financial loss
from defaults.
Page | 73
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Notes to the accounts
26: Financial instruments (cont’d)
The Consolidated group has no significant credit risk exposure to any single
counterparty or any consolidated group of counterparties having similar
characteristics. The credit risk on liquid funds is limited because the counterparties
are banks with high credit – ratings assigned by international rating agencies. The
carrying amount of financial assets recorded in the financial statements, net of any
provisions for losses, represents the Consolidated group’s maximum exposure to
credit risk.
There was no change in managing credit risk or the method of measuring risk from
the prior year.
Liquidity Risk
Liquidity risk refers to maintaining sufficient cash and equivalents to meet on going
commitments, as and when they occur. The primary source of liquid funds for the
Consolidated group, are funds the Consolidated group holds on deposit with varying
maturity dates.
The Consolidated group monitors its cash flow forecast and actual cash flow to
ensure that present and future commitments are provided for. As well as matching
the maturity date of funds invested with the timing of future commitments.
There was no change in managing credit risk or the method of measuring risk from
the prior year.
Foreign Currency Risk
The Consolidated group’s risk from movements in foreign currency exchange rates,
relates to funds transferred by the Company to the Greenland subsidiary and the
funds are held in Danish Krone (DKK). This risk exposure is minimised by only
holding sufficient funds in DKK, to meet the immediate cash requirements of the
subsidiary. Once funds are converted to DKK they are only used to pay expenses in
DKK.
(iii)
(iv)
(d) Liquidity risk
The following table details the Consolidated group’s expected maturity for its non-derivative financial
assets. The tables below have been drawn up based on the undiscounted contractual maturities of
the financial assets including interest that will be earned on those assets except where the
Company/Consolidated group anticipates that the cash flow will occur in a different period.
Dec 2011
Cash and equivalents
Trade and receivables - current
Dec 2010
Cash and equivalents
Trade and receivables - current
Weighted
Average
Effective
interest
rate
< 6
Months
6 – 12
Months
1 - 5
Years
> 5
Years
%
$' 000
$' 000
$' 000
$' 000
5.51
-
3.1
-
10,448
238
10,868
7,187
196
7,383
418
-
418
4,400
-
4,400
-
-
-
-
Total
$' 000
10,866
238
11,104
-
11,587
196
11,783
Page | 74
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Notes to the accounts
26: Financial instruments (cont’d)
The following table details the Consolidated group’s remaining contractual maturity for its non-
derivative financial liabilities. The tables have been drawn up based on the undiscounted cash flows
of financial liabilities based on the earliest date on which the Group can be required to pay. The table
includes both interest and principal cash flows.
Weighted
Average
Effective
interest
rate
%
< 6
Months
$' 000
6 – 12
Months
$' 000
1 – 5
Years
$' 000
> 5
Years
$' 000
Total
$' 000
-
-
1,584
1,584
1,476
1,476
-
-
-
-
-
-
-
-
-
-
-
-
1,584
1,584
1,476
1,476
Dec 2011
Trade and other payables
Dec 2010
Trade and other payables
(e) Interest rate risk
The Consolidated group is exposed to interest rate risk because it places funds on deposit at variable
rates. The risk is managed by the Consolidated group by monitoring interest rates.
The Consolidated group’s exposures to interest rates on financial assets and financial liabilities are
detailed in the liquidity risk management section of this note.
The Group has performed sensitivity analysis relating to its exposure to interest rate risk at balance
date. This sensitivity analysis demonstrates the effect on the current year results and equity post tax
which could result from a change in these risks. In the analysis a 1% or 100 basis points movement
has been applied on the assumption that interest rates are unlikely to move up more than that and
less likely to fall. This is taking into account the current interest rate levels and general state of the
economy.
There has been no change in managing credit risk or the method of measuring risk from the prior
year.
Interest Rate Sensitivity Analysis
At 31 December 2011, the effect on profit and equity as a result of changes in the interest rate, with
all other variables remaining constant would be as follows:
Change in profit
Increase in interest rate by 1% (100 basis points)
Dec
2011
$' 000
Dec
2010
$' 000
81
95
A 1% or 100 basis points variable has been applied to the interest rate sensitivity analysis, after giving
consideration to the current interest rate levels and general state economy.
Fair value of financial instruments
The carrying value of all financial instruments is the approximate fair value of the instruments. This is
based on the fact that all financial instruments have either a short term date of maturity or are loans to
subsidiaries.
The only financial assets or liabilities carried at fair value are the investments held in listed entities as
disclosed in note 10. The fair value of these assets is based on quoted market prices at the reporting
date (being level 1 of the fair value hierarchy).
Page | 75
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Notes to the accounts
27: Key management personnel compensation
The aggregate compensation made to key management personnel of the Consolidated group is set
out below:
Short-term employee benefits
Post-employment benefits
Other long-term benefits – provision for
long service leave
Termination benefits
Share-based payment
Year ended
31 Dec
2011
$
1,927,013
141,296
63,294
-
3,214,691
5,346,294
Year ended
31 Dec
2010
$
1,349,795
69,255
-
-
-
1,419,050
Refer to the remuneration report included in pages 25 to 35 of the Directors report for more detailed
remuneration disclosures.
28: Transactions with related parties
Simon Cato is a Non-executive Director and Chairman of Advanced Share Registry Limited.
Advanced Share Registry Limited provides share registry services to Greenland Minerals and Energy
Limited. These services are supplied on normal commercial terms and Mr Cato does not receive any
remuneration from Advanced Share Registry Limited based on the supply of share registry services to
the Consolidated group. For the year ended 31 December 2011 $117,290 was paid to Advance Share
Registry Limited for services provided (Dec 2010: $38,516).
Shaun Bunn and Associates Pty Ltd is a company of which Mr Shaun Bunn is a director, was paid
consultancy fees of $82,500 during the current year (2010:$337,500) during the current year. This
amount has been disclosed in the details of remuneration paid to Mr Bunn.
Pro Count Pty Ltd is a company of which Mr Miles Guy is a director, was paid or entitled to be paid
fees for the provision of services by Mr Guy as Chief Financial Officer (CFO) and other fees totalling
$54,844 during reporting period (December 2010: $127,250). Of this amount $32,094 relates to
services provided to the Consolidated group by Mr Guy as CFO.
Page | 76
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
n
i
r
o
.
o
N
.
o
N
-
0
0
2
,
2
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7
,
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0
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,
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,
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,
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Notes to the accounts
30: Parent Company information
Financial position
Total Current Assets
Total Non-Current Assets
Total Assets
Total Current Liabilities
Total non-current liabilities
Total Liabilities
Net Assets
Equity
Issued Capital
Reserves
Accumulated Losses
Total Equity
Financial Performance
Loss for the year
Total comprehensive income
Contingent liabilities
Legal related costs (i)
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Parent
Dec
2011
$' 000
Dec
2010
$' 000
11,424
64,903
76,327
13,028
46,094
59,122
1,643
63
1,706
74,621
2,523
2,523
56,599
291,827
9,385
153,754
118,157
(226,591)
74,621
(215,313)
56,598
(11,278)
(11,278)
(4,836)
(4,836)
Dec
2011
$' 000
Dec
2010
$' 000
-
-
1,200
1,200
(i)
(ii)
Costs associated with defending writs served on the Company by Westrip Holdings
Limited (‘Westrip’) and Rimbal Pty Ltd (‘Rimbal’). The contingent liability was based on
an estimate by directors after obtaining legal opinions.
There are no contingent liabilities as at 31 December 2011.
Guarantees
In addition Greenland Minerals and Energy Limited has guaranteed the provision of funding and
support to the Company’s 61% held subsidiary, Greenland Minerals and Energy Limited. This funding
forms part of the Consolidated group’s approved budgeted expenditure.
During the current financial year, Greenland Minerals and Energy limited provided a guarantee to the
Greenland Government on the behalf of Arctic Energy Limited (“Arctic”). The guarantee relates to the
rectification of any potential environmental damage by Arctic in relation to an on-shore oil exploration
license held by Arctic. Under the guarantee Arctic is prevent from carrying out any activity on the
license without the expressed approval of Greenland Minerals and Energy limited. No such approval
has been granted to date.
In consideration for providing the guarantee the guarantee and the payment of $50,000, the Company
has acquired a 47% interest in Arctic with an option to increase the holding to 51%.
Page | 80
(cid:3)
Notes to the accounts
31: Remuneration of auditors
Auditor of the parent entity
Audit or review of the financial report
Non-audit services - taxation
Non-audit services – other
Related practice of the parent entity auditor
Audit or review of the financial report
Non-audit services – taxation
Non-audit services – other
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Dec
2011
$
118,191
137,485
-
266,676
Dec
2011
$
56,282
8,907
10,608
75,797
Dec
2010
$
120,374
22,220
-
142,594
Dec
2010
$
66,822
13,916
66,355
147,093
The auditor of Greenland Minerals and Energy Limited is Deloitte Touche Tohmatsu.
32: Significant conditional transactions
The Consolidated group entered into two significant transactions during the financial year that were
subject to conditions precedent for settlement to occur. These conditions were not satisfied at 31
December 2011. The transactions remain subject to these conditions at the date of this report. These
transactions were:
Finalisation of Terms to move to 100% Ownership of the Kvanefjeld Project
In August 2011, the Company entered agreements with Westrip Holdings Ltd, Rimbal Pty Ltd and
others to acquire the outstanding 39% of the Kvanefjeld project exploration license (EL 2010/02).
In summary the agreement provides for:
1. GMEL to acquire the outstanding 39% of Greenland Minerals and Energy (Trading) A/S it
does not own and thereby move to 100% ownership along with the termination of the joint
venture agreement for the consideration outlined in point 2 below.
2. Pursuant to the agreement GMEL will pay the sum of $39,000,000 (AUD) in cash, 7,825,000
shares, and 5,000,000 options (exercise price $1.50) in a predetermined proportion to all
shareholders of Westrip Holdings Ltd, the joint venture vehicle.
3. GMEL has also entered into an off-take agreement for the lujavrite rock type from license
2010/24 located immediately to the south of the northern Ilimaussaq license. Lujavrite is the
rock-type that is host to REE-U-Zn mineralisation at Kvanefjeld.
4. Dismissal of all legal proceedings with no orders as to costs.
5. Dismissal of the UK Proceedings and agreement by the Company and the minority
shareholders of Westrip Holdings Ltd to lift the injunction granted by the High court of England
and Wales over the minority interest of the joint venture also with no order as to costs.
Page | 81
(cid:3)
Notes to the accounts
32: Significant conditional transactions (cont’d)
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
The agreements are subject to the Company’s through applying best efforts, being able to fund the
settlement.
Under the terms of the original agreements in August 2011, the Company had until mid-January 2012
to complete the transaction. This has now been extended due to volatility in the financial markets,
until June 15th 2012. An agreement to alter the terms of the settlement deposit formed part of the
agreement to extend the settlement date.
Under the terms of the initial agreements the Company paid a $5.6million in deposits, of whic h
$5million was to be held in trust pending settlement, with the balance being a non-refundable deposit
paid direct to the counterparties. Under the agreement to extend the settlement date, it was agreed
that the $5 million deposit be refunded to the Company with GMEL in turn paying a $1.5 million non-
refundable deposit direct to the counterparties, Consequently, as at 31 December non-refundable
deposits totaling $2.1 million have been paid to counterparties.
In addition GMEL issued shares to the value of $3.5million as the balance of the deposit (refer to note
16 for further details). The Company under the agreement, reserves the right to cancel these shares
and pay cash, if the shares are worth more than $4million at the time of settlement. These shares
may be cancelled should the transaction not complete following the best efforts of the Company.
Re-structuring of royalty
As part of the initial joint venture agreement entered into in 2007, a 5% royalty payable to external
parties existed over future profits from the Kvanefjeld project. In December 2011 the Consolidated
group entered into a series of agreements to re-structure the royalty. These agreements will result in
a 2% royalty over future production being payable by the Consolidated group to external parties, with
the Company issuing $17.5M in shares as consideration for the 3% balance, refer to note 33 for
further details.
These agreements are conditional on the settlement of the acquisition of the remaining 39% interest
in the Kvanefjeld project discussed above.
33: Subsequent Events
At a general meeting of members on 23 January 2012, shareholders approved a restructuring of an
existing royalty arrangement, payable by the Greenland subsidiary from future profits over the
Kvanefjeld project. Under the restructuring the parent Company will acquire a 3% royalty interest
currently held by an external third party, Hackleton Investments Limited. This will result in a
cancellation of a potential future liability to the Consolidated group. GMEL will issue $17.5M shares in
Greenland Minerals and Energy Limited as consideration for the 3% royalty. The settlement of royalty
restructure is conditional on the settlement of the acquisition of the remaining 39% interest in the
Kvanefjeld project, which is discussed further in notes 12 and 32.
There has not been any other matter or circumstance occurring subsequent to the financial period
that has significantly affected, or may significantly affect, the operations of the consolidated group, the
results of those operations, or the state of affairs of the Consolidated group in future years.
Page | 82
(cid:3)
Additional stock exchange information as at 15th February 2011
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Consolidated group secretary
Miles Guy
Registered office
Unit 6, 100 Railway Road, Subiaco
Western Australia, 6008
Principal administration office
Unit 6, 100 Railway Road, Subiaco
Western Australia, 6008
Share registry
Advanced Share Registry Services
150 Stirling Highway
Nedlands, Western Australia, 6009
Number of holders of equity securities
Ordinary share capital
416,390,488 fully paid ordinary shares are held by 3,614 individual shareholders.
Substantial Shareholders
Shareholder
1. Citicorp Nominees Pty Limited
2. JP Morgan Nominees Australia Limited
3. HSBC Custody Nominees (Australia) Limited
4. GCM Nominees Pty Limited
Number
69,894,390
58,652,800
41,648,119
35,000,000
Percentage
16.8%
14.9%
10.0%
8.4%
Page | 83
(cid:3)
Additional stock exchange information as at 15th February 2011
Greenland Minerals and Energy Limited
And Controlled Entities
31 December 2011 Financial Report
Distribution of holders of quoted shares
Share Spread
Holders
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
399
1,201
736
1,083
195
3,382
Units
266,684
3,664,951
6,176,514
36,428,181
369,854,158
416,390,488
Percentage
0.064%
0.880%
1.483%
8.749%
88.824%
100%
Twenty largest holders of quoted shares
Ordinary shareholders
1. Citicorp Nominees Pty Limited
2. JP Morgan Nominees Australia Limited
3. HSBC Custody Nominees (Australia) Limited
4. GCM Nominees Pty Limited
5. Westrip Holdings Limited
6. National Nominees Limited
7. Zero Nominees Pty Limited
8. Benoit Company Limited
9. Roderick Claude McIllree
10. Rimbal Pty Limited
11. Jeremy Sean Whybrow
12. Mandarin Securities Limited
13. John Mair
14. Simon Kenneth Cato
15. Falfaro Investments Limited
16. UBS Nominees Pty Limited
17. ABN Ambro Clearing Sydney Nominees Pty limited
18. Nefco Nominees Pty Limited
19. Fitel Nominees Pty Limited
20. Mr Richard and Mrs Rosa Homsany
Fully paid ordinary shares
Number
69,894,390
58,652,800
41,648,119
35,000,000
17,229,169
15,199,705
14,228,500
12,200,000
11,369,460
5,982,906
5,820,200
5,500,000
5,110,000
4,712,200
3,000,000
2,776,915
2,445,688
2,200,511
2,111,671
1,700,000
316,782,234
Percentage
16.8%
14.9%
10.0%
8.4%
4.1%
3.7%
3.4%
2.9%
2.7%
1.4%
1.4%
1.3%
1.2%
1.1%
0.7%
0.7%
0.6%
0.5%
0.5%
0.4%
76.1%
Page | 84
Greenland Minerals and Energy Limited
ACN 85 118 463 004
BUSINESS OFFICE
Ground Floor
Unit 6, 100 Railway Road
Subiaco, Western Australia, 6008
Telephone: +61 8 9382 2322
Facsimile: +61 8 9382 2788
WEBSITE
www.ggg.gl