ABN 53 090 772 222
Annual Report
30 June 2013
Lindian Resources Limited
CONTENTS
Corporate Directory
Directors’ Report
Corporate Governance Statement
PAGE NO
1
2
13
Consolidated Statement of Comprehensive Income
17
Consolidated Statement of Financial Position
Consolidated Statement of Cash Flows
Consolidated Statement of Changes in Equity
Notes to the Financial Statements
Directors’ Declaration
Auditor’s Independence Declaration
Independent Auditor’s Report
ASX Additional Information
Tenement Table
18
19
20
21
45
46
47
49
51
Lindian Resources Limited
CORPORATE DIRECTORY
Directors
Mr. Matthew Wood (Non-Executive Chairman)
Mr. Steven Leithead (Managing Director)
Mr. Scott Funston (Executive Director)
Mr. Brian McMaster (Executive Director)
Mr. Angus Caithness (Non-Executive Director)
Company Secretary
Mr Scott Funston
Registered Office
Level 1
330 Churchill Avenue
Subiaco WA 6008
Telephone: +61 8 9200 4438
Facsimile: +61 8 9200 4469
Share Registry
Computershare Investor Services Pty Ltd
Level 2
45 St Georges Terrace
Perth WA 6000
Telephone: +61 8 9323 2000
Facsimile: +61 8 9323 2033
Auditors
RSM Bird Cameron Partners
8 St Georges Terrace
Perth WA 6000
Stock Exchange
Lindian Resources Limited shares
are listed on the Australian Securities
Exchange, the home branch being Perth
ASX code: LIN, LINOC
Lindian Resources Limited
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2013 Report to Shareholders
Directors’ Report
The Directors present their report for Lindian Resources Limited (“Lindian” or “the Company”) and its subsidiaries for the
year ended 30 June 2013 (“the Group”).
DIRECTORS
The names, qualifications and experience of the Company’s Directors in office during the period and until the date of this
report are as follows. Directors were in office for this entire period unless otherwise stated.
Mr Matthew Wood
Non-Executive Director, Chairman
Mr. Wood has over 18 years’ experience in the resource sector with both major and junior resource companies and has
extensive experience in the technical and economic evaluation of resource projects throughout the world. Mr. Wood’s
expertise is in project identification, negotiation, acquisition and corporate development. Mr. Wood has an honours degree in
geology from the University of New South Wales and a graduate certificate in mineral economics from the Western
Australian School of Mines.
Mr. Wood was a Director of Laguna Resources NL (appointed 6 August 2009, resigned 8 December 2010), Castillo Copper
Limited (appointed 19 November 2012, resigned 21 May 2013), and Signature Metals Limited (appointed 19 February 2007,
resigned 13 February 2012). Mr Wood is currently a director of Caravel Energy Limited (appointed 29 May 2009), Voyager
Resources Limited (appointed 12 June 2009), Haranga Resources Limited (appointed 2 February 2010), Avanco Resources
Limited (appointed 4 July 2007), Wolf Petroleum Limited (appointed 24 April 2012) and Black Star Petroleum Limited
(appointed 28 February 2013). He has not held any other listed directorships over the past three years.
Mr Steven Leithead
Managing Director
Mr. Leithead has over 30 years’ experience in the global resources industry, with a focus on exploration, development,
financing and management of mineral projects in various commodities including gold, copper, coal, uranium, and oil and gas
in Australia, Africa, Asia and the Former Soviet Union. He has a Bachelor of Applied Science degree from Curtin University
and a Masters of Mineral and Energy Economics from Macquarie University.
He has no other current or former listed directorships in the past three years.
Mr Scott Funston
Executive Director
Mr. Funston is a qualified Chartered Accountant and Company Secretary with more than 10 years’ experience in the mining
industry and the accounting profession. His expertise is financial management, regulatory compliance and corporate advice.
Mr. Funston possesses a strong knowledge of the Australian Securities Exchange requirements and currently assists or has
previously assisted a number of resources companies operating throughout Australia, South America, Asia, USA and
Canada with financial accounting, stock exchange compliance and regulatory activities.
Mr. Funston is currently a Director of Avanco Resources Limited (appointed 17 March 2009), Castillo Copper (appointed 19
November 2012), The Waterberg Coal Company (appointed 5 April 2013), and Highfield Resources Limited (appointed 2
November 2012). He has not held any other listed directorships over the past three years.
Lindian Resources Limited
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2013 Report to Shareholders
Directors’ Report
Mr Brian McMaster
Executive Director
Mr. McMaster is a Chartered Accountant and has 20 years’ experience in the area of corporate reconstruction and
turnaround / performance improvement. Mr. McMaster’s experience includes numerous reorganisations and turnarounds,
including being instrumental in the recapitalisation and listing of 12 Australian companies
on the ASX. Mr. McMaster was a previous partner of the restructuring firm, Korda Mentha, and prior to that was a partner at
Ernst & Young. His experience includes significant working periods in the United States, South America, Asia and India.
Mr. McMaster is currently a Director of Caravel Energy Limited (appointed 2 December 2011), Wolf Petroleum Limited
(appointed 24 April 2012), The Waterberg Coal Company Limited (appointed 17 April 2012), Black Star Petroleum Limited
(appointed 9 August 2012), Paradigm Metals Limited (appointed 14 September 2012), Firestone Energy Limited (appointed
14 June 2013) and Castillo Copper Limited (appointed 31 August 2013). He has not held any other listed directorships in the
past three years.
Mr Angus Caithness
Non-Executive Director
Mr. Caithness is a Harvard Business School graduate, a Chartered Accountant and member of the Financial Services
Institute of Australasia. Mr Caithness was previously the Chief Financial Officer of Erdenes Tavan Tolgoi, the owner of the
largest coking coal deposit in the world, the Chief Financial Officer of Hunnu Coal Limited and an Executive Director at Ernst
& Young. He has been providing assurance and transaction advisory services across the international resources community
within established and emerging markets for over 15 years.
Mr. Caithness has no other current or former listed directorships in the past three years.
COMPANY SECRETARY
Mr. Funston is a Director and the Company Secretary.
INTERESTS IN THE SECURITIES OF THE COMPANY
As at the date of this report, the interests of the Directors in the securities of Lindian Resources Limited are:
Director
Ordinary
Shares
Listed Options
over Ordinary
Shares
exercisable at 8
cents each
Unlisted Options
over Ordinary
Shares
exercisable at 15
cents each
Unlisted Options
over Ordinary
Shares
exercisable at 20
cents each
M. Wood
S. Leithead
S. Funston
A. Caithness
B. McMaster
7,900,000
9,000,000
3,207,500
625,000
-
9,900,000
-
3,020,000
625,000
-
-
-
-
-
500,000
2,750,000
4,000,000
2,000,000
750,000
2,750,000
RESULTS OF OPERATIONS
The Group’s net loss after taxation attributable to the members for the year to 30 June 2013 was $1,029,074 (2012:
$3,415,583) and the net assets of the Group at 30 June 2013 was $13,899,916 (2012: $14,086,410).
DIVIDENDS
No dividend was paid or declared by the Group during the year and up to the date of this report.
Lindian Resources Limited
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2013 Report to Shareholders
Directors’ Report
CORPORATE STRUCTURE
Lindian Resources Limited is a company limited by shares, which is incorporated and domiciled in Australia.
NATURE OF OPERATIONS AND PRINCIPAL ACTIVITIES
During the financial year, the principal activity was mineral exploration. The Group currently holds base metal projects in
Philippines.
REVIEW OF OPERATIONS
SUMMARY
Whilst exploration on the Masapelid Project generated further positive exploration results, the latter part of the year has
presented challenges for the Company.
Exploration continued on the Company’s Masapelid Project with continued positive exploration results being obtained similar
to those delivered by the project in the previous year.
Completion of the initial component of the Phase 2 Reverse Circulation Drilling Programme on the Sabang
Prospect area of the Masapelid Project.
Further definition of porphyry copper-silver-gold, supergene copper-silver and high grade gold-silver mineralisation
at the New Discovery Zone, South Hill and Sabang Hill targets located on the Sabang Prospect, Masapelid Project.
Initial discovery of high grade gold mineralisation at the Triangulo Prospect, Masapelid Project.
Discovery of a new and potentially higher grade copper-gold porphyry to the north east of Sabang Hill zone of
mineralisation.
Commencement of 3-D modelling of the Sabang Prospect zones of mineralisation as a precursor to undertaking
resource estimation studies.
Continued endorsement and support of the local Masapelid Island community for the Company’s exploration
programme on the Masapelid Project.
Exploration results clearly show that the Masapelid Project is host to significant copper, gold and silver
mineralisation in several settings and multiple locations and has the potential to contain economic concentrations
of these commodities.
Whilst exploration has been very positive and continued Lindian’s momentum on the Masapelid Project, denial by the
Department of Environment and Natural Resources (“DENR”) of an application by the Company’s partner to a two year
extension of the exploration period under the Masapelid Mineral Production Sharing Agreement (“MPSA”) has resulted in
the Company ceasing exploration on the project until resolution of this matter. The Company, through its Philippines partner,
has submitted a Motion for Reconsideration to the DENR that inter alia identifies errors in the DENR’s denial decision
making process and seeks reversal of the decision rendered. At present, resolution of the Motion for Reconsideration is
pending.
The Company and its Philippine partner continue to pursue the appropriate regulatory remedies to obtain a reconsideration
of the DENR order.
MASAPELID PROJECT
Exploration saw completion of the initial component of the Phase 2 reverse circulation drilling programme. Results from this
initial phase of reverse circulation drilling continued to generate significant drill hole intersections at the New Discovery Zone
and Sabang Hill Prospects. Step out drilling performed as part of this drilling campaign has identified additional zones of
Lindian Resources Limited
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2013 Report to Shareholders
Directors’ Report
mineralisation at the Triangulo Prospect (high grade gold and silver) and a newly discovered and higher grade copper-gold
porphyry system (the Company’s New Porphyry Zone) located to the immediate northeast of the Sabang Hill Prospect.
Based on the results of the initial phase of reverse circulation drilling together with previous drill hole data obtained from
2011-12, the Company commenced QA/QC studies on the Sabang Prospect dataset and 3-D modelling of the mineralised
zones at Sabang as a precursor to undertaking resource estimation.
On 7 June 2013, the Company announced the suspension of all exploration work on the Masapelid Project pending
resolution of a Motion for Reconsideration by the DENR in respect to its denial of an application for a two year extension of
the exploration period under the Masapelid MPSA.
Given the successful exploration performed, it is worthy to describe the success of the Company’s exploration efforts on the
Masapelid Project reported during the year.
SABANG PROSPECT
SABANG HILL
Reverse circulation drilling continued to define extensive supergene copper-silver mineralisation at Sabang Hill with better
released results described below:
Drill hole RCS-016:
Supergene Copper-Silver Zone:
56.00 metres from 20.00 metres at 0.59% copper and 7.93g/t silver.
Drill hole RCS-017:
Supergene Copper-Silver (±Gold±Zinc) Zone:
15.00 metres from 15.00 metres at 0.70% copper, 3.72g/t silver and 0.25/t gold, and
9.00 metres from 54.00 metres at 0.51% copper, 22.94g/t silver and 0.72% zinc, and
22.00 metres from 75.00 metres at 0.55% copper and 9.71g/t silver.
Drill hole RCS-018:
Supergene Copper-Silver (±Gold±Zinc) Zone:
49.00 metres from 10.00 metres at 0.57% copper, 8.74g/t silver and 0.54% zinc, including
9.00 metres from 10.00 metres at 1.05% copper, 7.24g/t silver and 0.72% zinc, including
16.00 metres from 32.00 metres at 0.73% copper, 19.50g/t silver and 1.02% zinc.
Drill hole RCS-019:
Supergene Copper-Silver (±Lead±Zinc) Zone:
25.00 metres from 13.00 metres at 0.57% copper and 8.74g/t silver, together with 0.23% zinc and 0.23% lead.
Drill hole RCS-022:
Supergene Copper-Silver Zone:
6.00 metres from 14.00 metres at 1.21% copper and 4.93g/t silver.
From the reverse circulation drilling performed thus far on this target, it is clear that a central north northeast-south
southwest trending corridor hosts the bulk to the supergene copper-silver mineralisation.
NEW DISCOVERY ZONE
Results from reverse circulation drilling on the New Discovery Zone (“NDZ”) have further highlighted the continuity of the
supergene copper-silver mineralised zone at this target. Supergene copper grades are comparable to those obtained at the
Sabang Hill target, however, drilling has demonstrated that NDZ contains appreciably higher silver grades.
Lindian Resources Limited
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2013 Report to Shareholders
Directors’ Report
Limited reverse circulation drilling into the underlying porphyry which is also host to high grade gold and silver veins has
been limited due to depth constraints of the reverse circulation drilling equipment used, those intersections of porphyry style
mineralisation have been obtained and these continue to show the consistency of the porphyry copper-silver-gold system
and have obtained high grade gold-silver intersections.
Significant drill intersections of note released during the year are as follows:
Drill hole BMS-024:
Porphyry Copper-Gold-Silver Zone:
238.00 metres from 15.00 metres at 0.59g/t gold, 9.88g/t silver, 0.29% copper and 0.32% zinc, including
84.00 metres from 57.00 metres at 1.12g/t gold, 17.95g/t silver, 0.42% copper, 0.23% lead and 0.35% zinc,
which contained an high grade gold-silver interval plus copper and zinc of
8.00 metres from 127.00 metres at 10.82g/t gold1, 15.65g/t silver, 0.34% copper and 0.69% zinc,
including 2.00 metres from 127.00 metres at 38.40g/t gold1, 39.35g/t silver, 0.34% copper, 0.41% lead
and 0.87% zinc.
3.00 metres from 175 metres at 4.42g/t gold, 8.70g/t silver and 0.28% copper, including 1.00 metre from
175.00 metres at 10.53g/t gold, 9.60g/t silver and 0.17% copper.
Drill hole BMS-025:
Supergene Copper-Silver Zone:
15.00 metres from 16.00 metres at 0.54% copper and 18.89g/t silver.
Drill hole RCS-003:
Supergene Copper-Silver Zone:
10.00 metres from 23.00 metres at 0.51% copper and 14.19g/t silver.
Drill hole RCS-004:
Gold-Silver Zone:
3.00 metres from 6.00 metres at 3.02g/t gold and 7.03g/t silver, and
Supergene Copper-Silver Zone:
10.00 metres from 30.00 metres at 0.53% copper and 6.84g/t silver.
Drill hole RCS-005:
Supergene Copper-Silver±Gold Zone:
10.00 metres from 29.00 metres at 1.03% copper, 70.37g/t silver and 0.25/t gold
Drill hole RCS-009:
Supergene Copper-Silver Zone:
27.00 metres from 2.00 metres at 0.96% copper and 21.48g/t silver, including
13.00 metres from 10.00 metres at 1.35% copper and 25.72g/t silver.
Drill hole RCS-053:
Supergene Copper-Silver±Gold Zone:
59.00 metres from 67.00 metres at 0.52% copper, 29.69g/t silver, 0.26g/t gold and 0.41% zinc.
Drill hole RCS-069:
Supergene Copper-Silver Zone:
91.00 metres from 22.00 metres at 0.41% copper and 20.55g/t silver.
It is evident that exploration drill hole results for the New Discovery Zone continue to highlight the extent of near surface
supergene copper-silver±gold, underlying porphyry copper-gold-silver, and high grade gold-silver mineralisation.
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2013 Report to Shareholders
Directors’ Report
TRIANGULO
Step out drilling to the north east of NDZ identified a new zone of mineralisation at the Triangulo target zone. Triangulo
hosts a low sulphidation, high grade epithermal gold-silver vein system on the periphery of the NDZ porphyry system. Whilst
the target is at the early stage of drilling assessment, the discovery hole (RCS-083) produced a suitably encouraging
intersection that demonstrates that this target warrants further drilling:
Drill hole RCS-083:
High grade Gold-Silver Zone:
4.00 metres from 156.00 metres at 16.17g/t gold, 8.40g/t silver and 0.15% zinc.
NEW PORPHYRY DISCOVERY
Located to the immediate northeast of the Sabang Hill target, step out reverse circulation drilling met with further success
during the year with the identification of shallow level, porphyry copper-gold mineralisation which the Company refers to at
the present time as the New Porphyry Discovery. The more encouraging aspects of this discovery is its close proximity to
the cluster of discoveries made to date at the Sabang Prospect and the consistency of higher copper and gold grades that
have been returned from initial drilling of this primary copper-gold porphyry. Of additional significance is that the discovery
intersection has been made in the outer propylitic zone of the underlying porphyry system. It is worthy to note that the core
potassic alteration zone has yet to be intersected at this new discovery, a zone typically containing higher copper-gold
grades.
When taken in its full context, completion of one hole and the intersection higher grade copper-gold mineralisation in the
outer alteration (and mineralisation shell) of that porphyry system augurs well for further drilling at this exciting new
discovery.
The discovery intersection obtained for the New Porphyry Discovery target is as follows:
Drill hole RCS-094:
Porphyry Copper-Silver-Gold:
57 metres from 78 metres at 0.66% copper, 0.30g/t gold and 2.64g/t silver.
Hole RCS-083 terminated in mineralisation (0.60% copper, 0.29g/t gold and 6.80g/t silver).
REHABILITATION
In line with its obligation, the Company performed rehabilitation of drill sites and access roads during the year.
The Company’s horticulture nursery provided for planting of approximately 5,500 mature Falcata seedlings on the Sabang
Prospect interspersed with cogon grass and relocated mixed flora species native to the Sabang Prospect area.
The horticulture nursery, implementation and ongoing management of the rehabilitation programme is a Company
sponsored, but community managed and run programme. This forms one of the Company’s community relations initiatives
for the Masapelid Project.
COMMUNITY RELATIONS
The Company has continuously and actively engaged in a community relations program aligned to its exploration focus on
the island. Lindian has active skills training and work related education programs in place. In addition, the company has an
active horticulture training program underway. Further, Lindian has been a financial contributor to community programs,
including for example the Sisson diocese, Roman Catholic Church building program.
During the first quarter of 2012-13, and as part of its ongoing and continuing commitment to the community of Masapelid
Island, the Company agreed in conjunction with the joint Barangays (local councils) of Masapelid, to the construction of a
circumferential road around the island. Construction of the circumferential road will result in the first transport infrastructure
being realised on the island and will link and provide year round road access for the island communities. Commencement of
this community infrastructure program is subject to mayoral, governor and congressman endorsement for the province of
Lindian Resources Limited
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2013 Report to Shareholders
Directors’ Report
Surigao Del Norte. This is a significant commitment to the people of Masapelid and has confirmed in the minds of the
communities of the island that Lindian is a sound corporate citizen in the Philippines.
OTHER PHILIPPINES PROJECTS
Over the coming months the Company will look to advance the title perfection of Exploration Permit applications
where the Company has option to purchase agreements, progress its Mining Lease Contracts to conversion of
replacement title for the Exciban Project and prepare to conduct exploration activities on the Company’s wholly
owned Del Gallego Project.
GUINEA
Given a focus on the Philippines and market conditions, the Company elected to not commit further expenditure or renew its
rights to the Dinguiraye Project.
OTHER OPPORTUNITIES
Lindian continues to assess new opportunities in Copper / Gold Projects as they arise.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There have been no significant changes in the state of affairs of the consolidated entity during the financial year.
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
On 15 August 2013 the Company announced that it will undertake a fully underwritten renounceable entitlements issue of
approximately 207,622,880 Shares at an issue price of one (1) cent on the basis of four (4) new Shares for every three (3)
Shares held by Shareholders on the record date, with one (1) free attaching option on the basis of one (1) option for every
two (2) Shares applied for and allotted, to raise approximately $2,076,228. The free attaching options will be exercisable at
two (2) cents on or before 30 July 2018. The Company lodged a prospectus with the ASX and ASIC on 12 September 2013.
There were no other known significant events from the end of the financial year to the date of this report.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
The Directors have excluded from this report any further information on the likely developments in the operations of the
Company and the expected results of those operations in future financial years, as the Directors believe that it would be
speculative and prejudicial to the interests of the Company.
ENVIRONMENTAL REGULATIONS AND PERFORMANCE
The Group carries out operations that are subject to environmental regulations under legislation in Philippines. The Group
has formal procedures in place to ensure regulations are adhered to. The Group is not aware of any breaches in relation to
environmental matters.
SHARE OPTIONS
As at the date of this report, there were 152,171,754 unissued ordinary shares under options (152,371,754 at the reporting
date). The details of the options at the date of this report are as follows:
Number
Exercise Price $
Expiry Date
131,671,754
500,000
20,000,000
152,171,754
0.08
0.15
0.20
31 December 2014
14 June 2016
28 February 2015
Lindian Resources Limited
8
2013 Report to Shareholders
Directors’ Report
No option holder has any right under the options to participate in any other share issue of the company or any other entity.
No options were issued or lapsed during the financial year.
200,000 options with an exercise price of 8 cents, expiring on 31 December 2014, were exercised during the financial year.
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
The Company has made an agreement indemnifying all the Directors and officers of the Company against all losses or
liabilities incurred by each Director or officer in their capacity as Directors or officers of the Company to the extent permitted
by the Corporations Act 2001. The indemnification specifically excludes wilful acts of negligence. The Company paid
insurance premiums in respect of Directors’ and Officers’ Liability Insurance contracts for current officers of the Company,
including officers of the Company’s controlled entities. The liabilities insured are damages and legal costs that may be
incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of
entities in the Group. The total amount of insurance premiums paid has not been disclosed due to confidentiality reasons.
DIRECTORS’ MEETINGS
During the financial year, in addition to regular Board discussions, the number of meetings of directors held during the year
and the number of meetings attended by each director were as follows:
Director
Eligible to Attend
Attended
Number of Meetings
Number of Meetings
Mr. Matthew Wood
Mr. Steven Leithead
Mr. Scott Funston
Mr. Angus Caithness
Mr. Brian McMaster
4
4
4
4
4
4
4
4
2
4
PROCEEDINGS ON BEHALF OF COMPANY
No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any proceedings to
which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those
proceedings. The Company was not a party to any such proceedings during the year.
CORPORATE GOVERNANCE
In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of Lindian
Resources Limited support and have adhered to the principles of sound corporate governance. The Board recognises the
recommendations of the Australian Securities Exchange Corporate Governance Council, and considers that Lindian
Resources is in compliance with those guidelines to the extent possible, which are of importance to the commercial
operation of a junior listed resources company. During the financial year, shareholders continued to receive the benefit of an
efficient and cost-effective corporate governance policy for the Company. The Company’s Corporate Governance Statement
and disclosures are contained elsewhere in the annual report.
AUDITOR INDEPENDENCE AND NON-AUDIT SERVICES
Section 307C of the Corporations Act 2001 requires the Company’s auditors to provide the Directors of Lindian Resources
Limited with an Independence Declaration in relation to the audit of the full year financial report. A copy of that declaration is
included within this report.
There were no non audit services provided by the Company’s auditor.
Lindian Resources Limited
9
2013 Report to Shareholders
Directors’ Report
REMUNERATION REPORT (AUDITED)
This report outlines the remuneration arrangements in place for directors and executives of Lindian Resources Limited in
accordance with the requirements of the Corporation Act 2001 and its Regulations. For the purpose of this report, Key
Management Personnel (KMP) of the Company are defined as those persons having authority and responsibility for
planning, directing and controlling the major activities of the Group, directly or indirectly, including any director (whether
executive or otherwise) of the Group, and includes the executives in the Company receiving the highest remuneration.
Details of Key Management Personnel
Mr. Matthew Wood
Mr. Steven Leithead
Mr. Scott Funston
Mr. Brian McMaster
Non-Executive Chairman
Executive Director
Executive Director, Company Secretary
Executive Director
Mr. Angus Caithness
Non-Executive Director
Remuneration Policy
The Board is responsible for determining and reviewing compensation arrangements for the Directors. The Board assesses
the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference to relevant
employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a
high quality board and executive team. The Group does not link the nature and amount of the emoluments of such officers
to the Group’s financial or operational performance. The expected outcome of this remuneration structure is to retain and
motivate Directors.
The rewards for Directors have no set or pre-determined performance conditions or key performance indicators as part of
their remuneration due to the current nature of the business operations. The Board determines appropriate levels of
performance rewards as and when they consider rewards are warranted. The Group has no policy on executives and
Directors entering into contracts to hedge their exposure to options or shares granted as part of their remuneration package.
The table below shows the performance of the Group as measured by loss per share for the past six financial years:
As at 30 June
Loss per share (cents)
2013
(0.66)
2012
(2.23)
2011
(2.07)
2010
(2.20)
2009
(3.14)
2008
(2.10)
Details of the nature and amount of each element of the emolument of each Director and Executive of the Group for the
financial year are as follows:
Short term
Options
Post
employment
2013
Base
Directors Consulting
Share based
Option
Salary
Fees
Fees
Payments
Superannuation
Total
Related
Director
Mr. Matthew Wood
Mr. Steven Leithead
Mr. Scott Funston
Mr. Angus Caithness
Mr. Brian McMaster
Lindian Resources Limited
$
-
-
-
-
-
-
$
-
-
-
-
-
-
$
72,000
240,000
120,000
30,000
69,000
531,000
10
$
-
-
-
-
-
-
$
-
-
-
-
-
-
$
%
72,000
240,000
120,000
30,000
69,000
531,000
-
-
-
-
-
2013 Report to Shareholders
Directors’ Report
Short term
Options
Post
employment
2012
Base
Directors Consulting
Share based
Option
Salary
Fees
Fees
Payments
Superannuation
Total
Related
Director
Mr. Matthew Wood
Mr. Steven Leithead
Mr. Scott Funston
Mr. Angus Caithness
Mr. Brian McMaster
$
-
-
-
-
-
-
$
-
-
-
-
-
-
$
76,000
240,000
120,000
30,000
72,000
$
193,531
516,082
193,531
96,765
193,531
$
-
-
-
-
-
$
269,531
756,082
313,531
126,765
265,531
%
72%
68%
62%
76%
73%
538,000
1,193,440
- 1,731,440
There were no other executive officers of the Group during the financial years ended 30 June 2013 and 30 June 2012. No
remuneration is performance related. The share options issued in the previous financial year were not subject to a
performance hurdle as these options were issued as a form of retention bonus and incentive package.
There were no alterations to the terms and conditions of options granted as remuneration since their grant date. There were
no forfeitures during the period. No remuneration options were exercised for the year ended 30 June 2013 or for the year
ended 30 June 2012.
Executive Directors
During the year Mr. Leithead was paid an annual consultancy fee of $240,000 per annum. The agreement commenced on 1
June 2011 and was for a term of two years unless extended by both parties. From June 2013 Mr. Leithead is paid an annual
consulting fee on a monthly basis. His services may be terminated by either party at any time.
Mr. Scott Funston and Mr. Brian McMaster are paid an annual consulting fee on a monthly basis. Their services may be
terminated by either party at any time.
Non-Executive Director
The Non-Executive Directors, Mr. Matthew Wood and Mr. Angus Caithness, are paid an annual consulting fee on a monthly
basis. Their services may be terminated by either party at any time.
The aggregate remuneration for non-executive Directors has been set at an amount not to exceed $150,000 per annum.
This amount may only be increased with the approval of Shareholders at a general meeting.
Service Agreements
In May 2011, the Group entered into a service agreement for certain administrative services and office space for a term of
two years with Garrison Capital Pty Ltd, a company of which Mr. Wood, Mr. Funston and Mr. McMaster are Directors and
shareholders. The agreement has expired but the Group continues to use Garrison Capital for administrative services and
office space.
END OF REMUNERATION REPORT
Lindian Resources Limited
11
2013 Report to Shareholders
Directors’ Report
Signed on behalf of the board in accordance with a resolution of the Directors.
Steven Leithead
Director
17 September 2013
Competent Person Statement
The information in the above announcement that relates to Exploration Results is based on information compiled by Mr Steven Leithead,
who is a member of the Australasian Institute of Mining and Metallurgy. Mr Leithead is a Director of Lindian Resources Limited. Mr
Leithead has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity
which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves”. Mr Leithead consents to the inclusion in the report of the matters based on his
information in the form and context in which it appears.
Lindian Resources Limited
12
2013 Report to Shareholders
CORPORATE GOVERNANCE STATEMENT
The Board of Directors of Lindian Resources Limited (“Lindian Resources” or “the Company”) is responsible for corporate
governance of the Company. The Board guides and monitors the business and affairs of the Company on behalf of the
shareholders by who they are elected and to whom they are accountable.
Upon listing, the Company established a set of corporate governance policies and procedures. These were based on the
Australian Securities Exchange Corporate Governance Council’s (the Council’s) “Principles of Good Corporate Governance
and Best Practice Recommendations” (the Recommendations). In accordance with the Council’s recommendations, the
Corporate Governance Statement must now contain certain specific information and must disclose the extent to which the
company has followed the guidelines during the period. Where a recommendation has not been followed, that fact must be
disclosed, together with the reasons for the departure. For further information on corporate governance policies adopted by
the Company, refer to our website: www.lindianresources.com.au.
Structure of the Board
The skills, experience and expertise relevant to the position of Director held by each Director in office at the date of the
annual report is included in the Directors’ Report. Directors of the Company are considered to be independent when they
are independent of management and free from any business or other relationship that could materially interfere with, or
could reasonably be perceived to materially interfere with, the exercise of their unfettered and independent judgement.
The Board has accepted the following definition of an Independent Director:
“An Independent Director is a Director who is not a member of management, is a Non-executive Director and who:
is not a substantial shareholder (under the meaning of Corporations Law) of the Company or an officer of, or
otherwise associated, directly or indirectly, with a substantial shareholder of the Company;
has not within the last three years been employed in an executive capacity by the Company or another Company
member, or been a Director after ceasing to hold any such employment;
is not a principal of a professional adviser to the Company or another Company member;
is not a significant consultant, supplier or customer of the Company or another Company member, or an officer of or
otherwise associated, directly or indirectly, with a significant consultant, supplier or customer;
has no significant contractual relationship with the Company or another Company member other than as a Director of
the Company;
is free from any interest and any business or other relationship which could, or could reasonably be perceived to,
materially interfere with the Director’s ability to act in the best interests of the Company.”
In accordance with the definition of independence above, Mr. Caithness is considered an Independent Director. Accordingly,
a majority of the board is not considered independent.
There are procedures in place, as agreed by the board, to enable Directors to seek independent professional advice on
issues arising in the course of their duties at the Company’s expense. The term in office held by each Director in office at
the date of this report is as follows:
Name
Matthew Wood
Steve Leithead
Scott Funston
Brian McMaster
Angus Caithness
Term in office
2 years 4 months
2 years 4 months
2 years 4 months
2 years 2 months
2 years 8 months
Lindian Resources Limited
13
2013 Report to Shareholders
CORPORATE GOVERNANCE STATEMENT
Nomination Committee
The Board does not have a nomination committee. The Board is of the opinion that due to the nature and size of the
Company, the functions performed by a nomination committee can be adequately handled by the full Board.
When a new director is to be appointed the Board reviews the range of skills, experience and expertise on the board,
identifies its needs and prepares a short-list of candidates with appropriate skills and experience. Where necessary, advice
is sought from independent search consultants.
The Board then appoints the most suitable candidate who must stand for election at the next annual general meeting of the
Company.
Retirement and rotation of Directors are governed by the Corporations Act 2001 and the Constitution of the Company. Each
year one third of the Directors must retire and offer themselves for re-election.
This selection, nomination and appointment process is detailed on the company website.
Audit and Risk Management Committee
The Company does not have an audit committee. The Board is of the opinion that due to the nature and size of the
Company, the functions performed by an audit committee can be adequately handled by the full Board. At such time when
the Company is of sufficient size, a separate Audit and Risk Management Committee will be formed.
It is the Board’s responsibility to ensure that an effective internal control framework exists within the entity. This includes
both internal controls to deal with both the effectiveness and efficiency of significant business processes, the safeguarding
of assets, the maintenance of proper accounting records, and the reliability of financial and non-financial information. It is
the Board’s responsibility for the establishment and maintenance of a framework of internal control of the Company.
Performance
The Board of Lindian Resources conducts its performance review of itself on an ongoing basis throughout the year. The
small size of the company and hands on management style requires an increased level of interaction between directors and
executives throughout the year. Board members meet amongst themselves both formally and informally. The Board
considers that the current approach that it has adopted with regard to the review of its performance provides the best
guidance and value to the Company.
Remuneration
The Company’s policy for determining the nature and amount of emoluments of Board members is as follows:
Remuneration of Executive and Non –Executive Directors is reviewed annually by the Board.
Remuneration packages are set at levels intended to attract and retain Directors and Executives capable of
managing the Company’s operations and adding value to the Company.
Non-Executive Directors
Non-Executive Directors receive fees which are determined by the Board within the aggregate limit set by the shareholders
at a General Meeting. All Non-Executive Directors will receive remuneration by way of fees and receive no retirement
benefits excluding statutory superannuation, if applicable. External professional advice will be sought to determine the level
of Directors fees to ensure they are appropriate. The Board will determine the level of fees with reference to other
comparable listed companies determined by size and nature of operations. Directors’ fees should be set at a level to attract
suitably qualified individuals to accept the responsibilities of a Directorship. The issue of options to non-executive directors
is considered an appropriate method of providing sufficient incentive and reward whilst maintaining cash reserves.
Lindian Resources Limited
14
2013 Report to Shareholders
CORPORATE GOVERNANCE STATEMENT
Executives
The Executive Officers’ remuneration is considered to properly reflect the person’s duties and responsibilities, and takes
account of remuneration levels across the sector.
Share and Option based remuneration
The Company may issue options to Executives as it is considered an appropriate method of providing sufficient incentive
and reward whilst maintaining cash reserves. Participants in equity-based remuneration plans are not permitted to enter
into any transactions that would limit the economic risk of options or other unvested entitlements.
For details of remuneration paid to Directors and officers for the financial year please refer to the Directors’ Report in these
Financial Statements.
Trading Policy
Trading in Company securities is regulated by the Corporations Act and the ASX Listing Rules. The Board makes all
Directors, officers and employees aware on appointment that it is prohibited to trade in the Company’s securities whilst that
Director, officer or employee is in the possession of price sensitive information.
For details of shares held by Directors and officers please refer to the Directors’ Report in these Financial Statements.
Directors are required to report to the Company Secretary any movements in their holdings of Company securities, which
are reported to ASX in the required timeframe prescribed by the ASX Listing Rules.
This Trading Policy can be found on the company website.
Diversity Policy
The company is committed to workplace diversity and to ensuring a diverse mix of skills and talent exists amongst its
directors, officers and employees, to enhance Company performance. The Board has adopted a Diversity Policy which
addresses equal opportunities in the hiring, training and career advancement of directors, officers and employees.
In accordance with this policy, the Board provides the following information pertaining to the proportion of women across the
organisation at the date of this report.
Women in the whole organisation
Women in senior executive positions
Women on the board
Assurance
Actual
Number
Percentage
2
-
-
14%
-
-
The CEO and CFO (or equivalent) periodically provide formal statements to the Board confirming that in all material
aspects:
the company’s financial statements present a true and fair view of the company’s financial condition and
operational results; and
the risk management and internal compliance and control systems are sound, appropriate and operating efficiently
and effectively.
This assurance forms part of the process by which the Board determines the effectiveness of its risk management and
internal control systems in relation to financial reporting risks.
Lindian Resources Limited
15
2013 Report to Shareholders
CORPORATE GOVERNANCE STATEMENT
Shareholder Communication Policy
Pursuant to Principle 6, the Company’s objective is to promote effective communication with its shareholders at all times.
Lindian Resources Limited is committed to:
Ensuring that shareholders and the financial markets are provided with full and timely information
Complying with continuous disclosure obligations contained in the ASX listing rules and the Corporations Act in Australia
Communicating effectively with its shareholders and making it easier for shareholders to communicate with the
Company
To promote effective communication with shareholders and encourage effective participation at general meetings,
information is communicated to shareholders:
Through the release of information to the market via the ASX
Through the distribution of the annual report and notices of annual general meeting
Through shareholder meetings and investor relations presentations
Through letters and other forms of communications directly to shareholders
By posting relevant information on the Company’s website: www.lindianresources.com.au
The external auditors are required to attend the annual general meeting and are available to answer any shareholder
questions about the conduct of the audit and preparation of the audit report.
Corporate Governance Compliance
During the financial year Lindian Resources has complied with each of the 8 Corporate Governance Principles and the
corresponding Best Practice Recommendations, other than in relation to the matters specified below:
Best Practice
Recommendation
Notification of Departure
Explanation of Departure
2.1
2.2
2.4
3.3
The Company does not have a
The Directors consider that the current structure and
majority of independent directors
composition of the Board is appropriate to the size
and nature of operations of the Company.
The Chairman is not an
The Directors consider that the current structure and
independent director
composition of the Board is appropriate to the size
and nature of operations of the Company.
The Group does not have a
The role of the Nomination Committee has been
Nomination Committee
assumed by the full Board.
The Company has not disclosed
The Board continues to monitor diversity across the
in its annual report its
organisation and is satisfied with the current level of
measurable objectives for
gender diversity within the Company as disclosed
achieving gender diversity and
above. Due to the size of the company and its small
progress towards achieving
number of employees, the Board does not consider it
them.
appropriate at this time, to formally set measurable
objectives for gender diversity.
4.1 and 4.2
The Group does not have an
The role of the Audit and Risk Management
Audit and Risk Management
Committee has been assumed by the full Board.
8.1
8.2
Committee
The Group does not have a
The role of the Remuneration Committee has been
Remuneration Committee
assumed by the full Board.
Non-executive directors receive
To attract and retain an independent Non-executive
options as a part of
director with sufficient skills and experience to the
remuneration.
Company, incentive options were required as part of
the remuneration package.
Lindian Resources Limited
16
2013 Report to Shareholders
Lindian Resources Limited
Consolidated Statement of Comprehensive Income for the year ended 30 June 2013
Notes
23
4
5
Revenue
Interest income
Foreign exchange gain
Total Revenue
Depreciation expense
Consulting and directors fees
Foreign exchange loss
Share based payments
Other expenses
Loss from continuing operations before
income tax
Income tax expense
Loss from continuing operations after income
tax
Other comprehensive income
Item that may be reclassified subsequently to
operating result
Foreign currency translation
Other comprehensive income for the year
Consolidated
2013
$
41,727
50,053
91,780
2012
$
232,946
-
232,946
(42,520)
(11,078)
(416,400)
(436,225)
-
(68,598)
(222,657)
(2,407,692)
(439,277)
(724,936)
(1,029,074)
(3,415,583)
-
-
(1,029,074)
(3,415,583)
603,923
603,923
169,281
169,281
Total comprehensive (loss) for the year
(425,151)
(3,246,302)
Loss per share attributable to owners of
Lindian Resources Limited
(1,029,074)
(3,415,583)
Basic and diluted loss per share (cents per share)
20
(0.66)
(2.23)
Lindian Resources Limited
17
2013 Report to Shareholders
Lindian Resources Limited
Consolidated Statement of Financial Position as at 30 June 2013
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Plant and equipment
Deferred exploration and evaluation expenditure
Notes
6
7
9
10
Consolidated
2013
$
2012
$
1,069,268
4,423,845
207,149
124,765
1,276,417
4,548,610
48,454
52,779
12,855,286
9,605,707
TOTAL NON-CURRENT ASSETS
12,903,740
9,658,486
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
14,180,157
14,207,096
11
280,241
120,686
280,241
120,686
280,241
120,686
13,899,916
14,086,410
22,222,985
22,206,985
9,283,275
8,456,695
(17,606,344)
(16,577,270)
13,899,916
14,086,410
12
13
14
Lindian Resources Limited
18
2013 Report to Shareholders
Lindian Resources Limited
Consolidated Statement of Cash Flows for the year ended 30 June 2013
Notes
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees
Interest received
Other receipts
Consolidated
2013
$
2012
$
(755,090)
(1,218,156)
54,665
233,899
47
-
NET CASH USED IN OPERATING ACTIVITIES
6
(700,378)
(984,257)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of plant and equipment
Expenditure on exploration
(40,082)
(45,145)
(2,689,415)
(3,741,318)
NET CASH USED IN INVESTING ACTIVITIES
(2,729,497)
(3,786,463)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Proceeds from issue of options
Share issue costs
16,000
-
-
372,917
2,730,533
(39,311)
NET CASH FROM FINANCING ACTIVITIES
16,000
3,064,139
Net (decrease) in cash held
Cash and cash equivalents at beginning of period
Effect of foreign exchange on cash
CASH AND CASH EQUIVALENTS AT END OF
(3,413,875)
(1,706,581)
4,423,845
6,172,982
59,298
(42,556)
THE FINANCIAL YEAR
6
1,069,268
4,423,845
Lindian Resources Limited
19
2013 Report to Shareholders
Lindian Resources Limited
Consolidated Statement of Changes in Equity for the year ended 30 June 2013
Consolidated
At 1 July 2012
Loss for the year
Other comprehensive income
Total comprehensive income / (loss)
Transactions with owners in their
capacity as owners
Issue of ordinary shares
Share based payments
At 30 June 2013
At 1 July 2011
Loss for the year
Other comprehensive income
Total comprehensive income/ (loss)
Transactions with owners in their
capacity as owners
Issue of ordinary shares
Share based payments
Issued capital
$
Accumulated
losses
$
Foreign
currency
translation
reserve
$
Option
reserves
$
Share based
payment
reserves
$
22,206,985
(16,577,270)
165,793
4,106,626
4,184,276
-
-
-
(1,029,074)
-
(1,029,074)
-
603,923
603,923
16,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
222,657
Total
$
14,086,410
(1,029,074)
603,923
(425,151)
16,000
222,657
22,222,985
(17,606,344)
769,716
4,106,626
4,406,933
13,899,916
21,873,379
(13,161,687)
(3,488)
1,376,093
1,776,584
11,860,881
-
-
-
(3,415,583)
-
(3,415,583)
-
169,281
169,281
-
-
-
-
-
-
-
-
-
(3,415,583)
169,281
(3,246,302)
372,917
2,407,692
2,407,692
2,730,533
-
-
-
2,730,533
(39,311)
Issue of listed options
-
Transaction costs on share issue
(39,311)
372,917
-
-
-
-
-
-
-
-
-
At 30 June 2012
22,206,985
(16,577,270)
165,793
4,106,626
4,184,276
14,086,410
Lindian Resources Limited
20 2013 Report to Shareholders
Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2013
1.
Corporate Information
The financial report of Lindian Resources Limited (“Lindian Resources” or “the Company”) and its controlled entities (“the Group”
or “ Consolidated” ) for the year ended 30 June 2013 was authorised for issue in accordance with a resolution of the directors on
17 September 2013.
Lindian Resources Limited is a company limited by shares incorporated in Australia whose shares are publicly traded on the
Australian Securities Exchange.
The separate financial statements of the parent entity, Lindian Resources Limited, have not been presented within this financial
report as permitted by the Corporations Act 2001.
The nature of the operations and the principal activities of the Group are described in the Directors’ Report.
2. Summary of Significant Accounting Policies
(a)
Basis of Preparation
The financial report is a general-purpose financial report, which has been prepared in accordance with Australian Accounting
Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards
Board and the Corporations Act 2001. The Group is a for profit entity for financial reporting purposes under Australian Accounting
Standards.
The financial report has been prepared on an accrual basis and is based on historical costs, modified, where applicable, by the
measurement at fair value of selected non-current assets, financial assets and financial liabilities. Material accounting policies
adopted in preparation of this financial report are presented below and have been consistently applied unless otherwise stated.
The presentation currency is Australian dollars.
(b)
Compliance statement
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report
containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting
Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards.
(c)
New accounting standards and interpretations issued but yet effective
The following applicable accounting standards and interpretations have been issued or amended but are not yet effective. These
standards have not been adopted by the Group for the year ended 30 June 2013, and no change to the Group’s accounting
policy is required:
Reference
Title
Summary
AASB 9
Financial Instruments
AASB 9 includes requirements for the
classification and measurement of financial
assets. It was further amended by AASB
2010-7 to reflect amendments to the
accounting for financial liabilities.
These requirements improve and simplify the
approach for classification and measurement
of financial assets compared with the
requirements of AASB 139. The main changes
are described below.
(a)
Financial assets that are debt
instruments will be classified based on
(1) the objective of the entity’s business
Impact on Group’s
financial report
The Group has not yet
determined the impact on the
Group’s financial statements.
Application
date for
Group
1 July 2015
Lindian Resources Limited
21
2013 Report to Shareholders
Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2013
Reference
Title
Summary
Impact on Group’s
financial report
Application
date for
Group
(b)
(c)
model for managing the financial assets;
(2) the characteristics of the contractual
cash flows.
Allows an irrevocable election on initial
recognition to present gains and losses
on investments in equity instruments
that are not held for trading in other
comprehensive income. Dividends in
respect of these investments that are a
return on investment can be recognised
in profit or loss and there is no
impairment or recycling on disposal of
the instrument.
Financial assets can be designated and
measured at fair value through profit or
loss at initial recognition if doing so
eliminates or significantly reduces a
measurement or recognition
inconsistency that would arise from
measuring assets or liabilities, or
recognising the gains and losses on
them, on different bases.
(d) Where the fair value option is used for
financial liabilities the change in fair
value is to be accounted for as follows:
► The change attributable to changes
in credit risk are presented in other
comprehensive income (OCI)
► The remaining change is presented
in profit or loss
If this approach creates or enlarges an
accounting mismatch in the profit or
loss, the effect of the changes in credit
risk are also presented in profit or loss.
Consequential amendments were also made
to other standards as a result of AASB 9,
introduced by AASB 2009-11 and superseded
by AASB 2010-7 and 2010-10.
AASB 10 establishes a new control model that
applies to all entities. It replaces parts of
AASB 127 Consolidated and Separate
Financial Statements dealing with the
accounting for consolidated financial
statements and UIG-112 Consolidation –
Special Purpose Entities.
The new control model broadens the situations
when an entity is considered to be controlled
by another entity and includes new guidance
for applying the model to specific situations,
including when acting as a manager may give
control, the impact of potential voting rights
and when holding less than a majority voting
rights may give control.
Consequential amendments were also made
to other standards via AASB 2011-7.
AASB 12 includes all disclosures relating to an
entity’s interests in subsidiaries, joint
arrangements, associates and structures
entities. New disclosures have been
introduced about the judgments made by
management to determine whether control
exists, and to require summarised information
about joint arrangements, associates and
structured entities and subsidiaries with non-
controlling interests.
AASB 10
Consolidated Financial
Statements
AASB 12
Disclosure of Interests in
Other Entities
The Group has not yet
determined the impact on the
Group’s financial statements.
1 July 2013
The Group has not yet
determined the impact on the
Group’s financial statements.
1 July 2013
AASB 13
Fair Value Measurement AASB 13 establishes a single source of
guidance for determining the fair value of
assets and liabilities. AASB 13 does not
change when an entity is required to use fair
The Group has not yet
determined the impact on the
Group’s financial statements.
1 July 2013
Lindian Resources Limited
22
2013 Report to Shareholders
Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2013
Reference
Title
Summary
Impact on Group’s
financial report
Application
date for
Group
value, but rather, provides guidance on how to
determine fair value when fair value is required
or permitted. Application of this definition may
result in different fair values being determined
for the relevant assets.
AASB 13 also expands the disclosure
requirements for all assets or liabilities carried
at fair value. This includes information about
the assumptions made and the qualitative
impact of those assumptions on the fair value
determined.
Consequential amendments were also made
to other standards via AASB 2011-8.
AASB 124 establishes guidance for disclosure
of related party transactions and outstanding
balances that could impact on an entity’s
financial position and profit or loss. AASB
2011-4 amendment removes the disclosure
requirements for individual key management
personnel. The adoption of these amendments
will remove the duplication of information
relating to individual KMP in the notes to the
financial statements and the directors report.
The Group has not yet
determined the impact on the
Group’s financial statements.
1 July 2013
AASB 124
Related Party
Disclosures
The Group has not elected to early adopt any new Standards or Interpretations.
(d)
Changes in accounting policies and disclosures
In the year ended 30 June 2013, the Group has reviewed all of the new and revised Standards and Interpretations issued by the
AASB that are relevant to its operations and effective for the current annual reporting period.
It has been determined by the Group that there is no impact, material or otherwise, of the new and revised Standards and
Interpretations on its business and, therefore, no change is necessary to Group accounting policies.
(e)
Basis of Consolidation
The consolidated financial statements comprise the financial statements of Lindian Resources Limited and its subsidiaries as at
30 June each year (‘the Company’).
Subsidiaries are all those entities (including special purpose entities) over which the Company has the power to govern the
financial and operating policies so as to obtain benefits from their activities. The existence and effect of potential voting rights that
are currently exercisable or convertible are considered when assessing whether a Company controls another entity.
The financial statements of the subsidiaries are prepared for the same reporting period as the parent Company, using consistent
accounting policies.
In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit
and losses resulting from intra-company transactions have been eliminated in full.
Subsidiaries are fully consolidated from the date on which control is obtained by the Company and cease to be consolidated from
the date on which control is transferred out of the Company.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. The acquisition method of accounting
involves recognising at acquisition date, separately from goodwill, the identifiable assets acquired, the liabilities assumed and any
Lindian Resources Limited
23
2013 Report to Shareholders
Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2013
non-controlling interest in the acquiree. The identifiable assets acquired and the liabilities assumed are measured at their
acquisition date fair values.
The difference between the above items and the fair value of the consideration (including the fair value of any pre-existing
investment in the acquiree) is goodwill or a discount on acquisition.
A change in the ownership interest of a subsidiary that does not result in a loss of control is accounted for as an equity
transaction.
(f)
Foreign Currency Translation
(i) Functional and presentation currency
Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary
economic environment in which the entity operates (‘the functional currency’). The functional and presentation currency of
Lindian Resources Limited is Australian dollars. The functional currency of the overseas subsidiary is Philippine Peso.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at
year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of
comprehensive income.
(iii) Group entities
The results and financial position of all the Company entities (none of which has the currency of a hyperinflationary economy)
that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
assets and liabilities for each statement of financial position presented are translated at the closing rate
at the date of that statement of financial position;
income and expenses for each statement of comprehensive income are translated at average exchange
rates (unless this is not a reasonable approximation of the rates prevailing on the transaction dates, in
which case income and expenses are translated at the dates of the transactions); and
all resulting exchange differences are recognised as a separate component of equity.
On consolidation, exchange differences arising from the translation of any net investment in foreign entities are taken to foreign
currency translation reserve.
When a foreign operation is sold or any borrowings forming part of the net investment are repaid, a proportionate share of such
exchange differences are recognised in the statement of comprehensive income, as part of the gain or loss on sale where
applicable.
(g)
Plant and Equipment
Each class of plant and equipment is carried at cost less, where applicable, any accumulated depreciation and impairment
losses.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured
reliably. Repairs and maintenance expenditure is charged to the statement of comprehensive income during the financial period
in which it is incurred.
Lindian Resources Limited
24
2013 Report to Shareholders
Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2013
Depreciation
The depreciable amount of all fixed assets is depreciated on a straight line basis over their useful lives to the Group commencing
from the time the asset is held ready for use.
The depreciation rates used for each class of depreciable assets are:
Class of Fixed Asset
Depreciation Rate
Plant and equipment
25% – 33%
Furniture, fixtures and fittings
Computer and software
Motor vehicles
15 %
33 %
25 %
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each statement of financial position
date.
Derecognition
Additions of plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from
its use or disposal.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are
recognised in the statement of comprehensive income.
(h)
Impairment of non financial assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication
exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable
amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for
an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets of
the Group and the asset's value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for
impairment as part of the cash generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit
exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable
amount.
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. Impairment losses relating to
continuing operations are recognised in the statement of comprehensive income.
An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment
losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously
recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s
recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is
increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been
determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is
recognised in profit or loss.
After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less
any residual value, on a systematic basis over its remaining useful life.
Lindian Resources Limited
25
2013 Report to Shareholders
Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2013
(i)
Exploration expenditure
Exploration and evaluation expenditure incurred by or on behalf of the Group is accumulated separately for each area of interest.
Such expenditure comprises net direct costs and an appropriate portion of related overhead expenditure, but does not include
general overheads or administrative expenditure not having a specific nexus with a particular area of interest.
Each area of interest is limited to a size related to a known or probable mineral resource capable of supporting a mining
operation.
Exploration and evaluation expenditure for each area of interest is carried forward as an asset provided that one of the following
conditions is met:
such costs are expected to be recouped through successful development and exploitation of the area of interest or,
alternatively, by its sale; or
exploration and evaluation activities in the area of interest have not yet reached a stage which permits a reasonable
assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in
relation to the area are continuing.
Expenditure which fails to meet the conditions outlined above is written off. Furthermore, the directors regularly review the
carrying value of exploration and evaluation expenditure and make write downs if the values are not expected to be recoverable.
Identifiable exploration assets acquired are recognised as assets at their cost of acquisition.
Exploration and evaluation expenditure incurred subsequent to acquisition in respect of an exploration asset acquired, is
accounted for in accordance with the policy outlined above for exploration expenditure incurred by or on behalf of the entity.
Acquired exploration assets are not written down below acquisition cost until such time as the acquisition cost is not expected to
be recovered.
When an area of interest is abandoned, any expenditure carried forward in respect of that area is written off.
Expenditure is not carried forward in respect of any area of interest/mineral resource unless the Group’s rights of tenure to that
area of interest are current.
(j)
Trade and Other Receivables
Trade receivables, which generally have 30 – 90 day terms, are recognised and carried at original invoice amount less an
allowance for any uncollectible amounts.
An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off when
identified.
(k)
Cash and Cash Equivalents
Cash and cash equivalent in the statement of financial position include cash on hand, deposits held at call with banks and other
short term highly liquid investments with original maturities of three months or less. Bank overdrafts are shown as current
liabilities in the statement of financial position. For the purpose of the statement of cash flows, cash and cash equivalents consist
of cash and cash equivalents as described above and bank overdrafts.
Lindian Resources Limited
26
2013 Report to Shareholders
Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2013
(l)
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation.
Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the
reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to
any provision is presented in the statement of comprehensive income net of any reimbursement.
If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a
pre-tax rate that reflects current market assessments of the time value of money, and where appropriate, the risks specific to the
liability.
Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
(m)
Trade and other payables
Liabilities for trade creditors and other amounts are measured at amortised cost, which is the fair value of the consideration to be
paid in the future for goods and services received that are unpaid, whether or not billed to the Group.
(n)
Income Tax
Deferred income tax is provided for on all temporary differences at balance date between the tax base of assets and liabilities and
their carrying amounts for financial reporting purposes.
No deferred income tax will be recognised from the initial recognition of goodwill or of an asset or liability, excluding a business
combination, where there is no effect on accounting or taxable profit or loss.
No deferred income tax will be recognised in respect of temporary differences associated with investments in subsidiaries if the
timing of the reversal of the temporary difference can be controlled and it is probable that the temporary differences will not
reverse in the near future.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled.
Deferred tax is charged or credited in the statement of comprehensive income except where it relates to items that may be
charged or credited directly to equity, in which case the deferred tax is adjusted directly against equity.
Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax assets and
unused tax losses to the extent that it is probable that future tax profits will be available against which deductible temporary
differences can be utilised.
The amount of benefits brought to account or which may be realised in the future is based on tax rates (and tax laws) that have
been enacted or substantially enacted at the balance date and the anticipation that the Group will derive sufficient future
assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.
The carrying amount of deferred tax assets is reviewed at each balance date and only recognised to the extent that sufficient
future assessable income is expected to be obtained.
Income taxes relating to items recognised directly in equity are recognised in equity and not in the statement of comprehensive
income.
Lindian Resources Limited
27
2013 Report to Shareholders
Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2013
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets
against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation
authority.
(o)
Issued capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in
equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options
are deducted from equity.
(p)
Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue is
capable of being reliably measured. The following specific recognition criteria must also be met before revenue is recognised:
Interest income
Revenue is recognised as the interest accrues (using the effective interest method, which is the rate that exactly discounts
estimated future cash receipts through the expected life of the financial instrument) to the net carrying amount of the financial
asset.
(q)
Segment Information
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the Board of Directors of Lindian Resources Limited.
(r)
Basic earnings per share
Earnings per share
Basic earnings per share is calculated by dividing the profit or loss attributable to equity holders of the Company, excluding any
costs of servicing equity other than dividends, by the weighted average number of ordinary shares, adjusted for any bonus
elements.
Diluted earnings per share
Diluted earnings per share is calculated as net profit or loss attributable to members of the Company, adjusted for:
•
•
•
the costs of servicing equity (other than dividends);
the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been
recognised as expenses; and
other non-discretionary changes in revenues or expenses during the period that would result from the dilution of
potential ordinary shares;
divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus
elements.
(s)
Goods and services tax
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not
recoverable from the Australian Tax Office. In these circumstances, the GST is recognised as part of the cost of acquisition of the
asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusi ve of
GST.
Lindian Resources Limited
28
2013 Report to Shareholders
Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2013
The net amount of GST recoverable from, or payable to, the Australian Tax Office is included as part of receivables or payables
in the statement of financial position.
Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and
financing activities, which are disclosed as operating cash flows.
(t)
Share based payment transactions
The Group provides benefits to individuals acting as, and providing services similar to employees (including Directors) of the
Group in the form of share based payment transactions, whereby individuals render services in exchange for shares or rights
over shares (‘equity settled transactions’).
There is currently an Employee Share Option Plan (ESOP) in place, which provides benefits to Directors and individuals
providing services similar to those provided by an employee.
The cost of these equity settled transactions with employees is measured by reference to the fair value at the date at which they
are granted. The fair value is determined by using the Black Scholes formula, taking into account the terms and conditions upon
which the instruments were granted.
In valuing equity settled transactions, no account is taken of any performance conditions, other than conditions linked to the price
of the shares of Lindian Resources Limited (‘market conditions’).
The cost of the equity settled transactions is recognised, together with a corresponding increase in equity, over the period in
which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the
award (‘vesting date’).
The cumulative expense recognised for equity settled transactions at each reporting date until vesting date reflects (i) the extent
to which the vesting period has expired and (ii) the number of awards that, in the opinion of the Directors of the Group, will
ultimately vest. This opinion is formed based on the best available information at balance date. No adjustment is made for the
likelihood of the market performance conditions being met as the effect of these conditions is included in the determination of fair
value at grant date. The statement of comprehensive income charge or credit for a period represents the movement in cumulative
expense recognised at the beginning and end of the period.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market
condition.
Where the terms of an equity settled award are modified, as a minimum an expense is recognised as if the terms had not been
modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as
measured at the date of the modification.
Where an equity settled award is cancelled, it is treated as if it had vested on the date of the cancellation, and any expense not
yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and
designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a
modification of the original award, as described in the previous paragraph.
The cost of equity-settled transactions with non-employees is measured by reference to the fair value of goods and services
received unless this cannot be measured reliably, in which case the cost is measured by reference to the fair value of the equity
instruments granted.
Lindian Resources Limited
29
2013 Report to Shareholders
Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2013
(u)
Comparative figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the
current financial year.
(v)
Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including
expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the
circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition,
seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Capitalised exploration and evaluation expenditure
The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of factors, includin g
whether the Group decides to exploit the related lease itself or, if not, whether it successfully recovers the related exploration and
evaluation asset through sale.
Factors which could impact the future recoverability include the level of proved, probable and inferred mineral resources, future
technological changes which could impact the cost of mining, future legal changes (including changes to environmental
restoration obligations) and changes to commodity prices.
To the extent that capitalised exploration and evaluation expenditure is determined not to be recoverable in the future, this will
reduce profits and net assets in the period in which this determination is made.
In addition, exploration and evaluation expenditure is capitalised if activities in the area of interest have not yet reached a stage
which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves. To the extent that it
is determined in the future that this capitalised expenditure should be written off, this will reduce profits and net assets in the
period in which this determination is made.
Share based payment transactions
The Group measures the cost of equity settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is determined by using the Black Scholes formula, taking into
account the terms and conditions upon which the instruments were granted.
3.
Segment Information
For management purposes, the Group is organised into one main operating segment, which involves mining exploration for gold
and copper. All of the Group’s activities are interrelated, and discrete financial information is reported to the Board (Chief
Operating Decision Makers) as a single segment.
Revenues of approximately Nil (2012 - Nil) are derived from a single external customer.
Accordingly, all significant operating decisions are based upon analysis of the Group as one segment. The financial results from
this segment are equivalent to the financial statements of the Group as a whole. Total revenue earned by the Group is generated
in Australia and all of the Group’s non-current assets reside in the Philippines.
Lindian Resources Limited
30
2013 Report to Shareholders
Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2013
Consolidated
2013
$
2012
$
98,082
15,809
127,709
12,644
46,559
44,034
10,832
21,553
62,055
102,463
12,066
134,696
251,945
57,464
62,734
13,805
48,581
41,182
439,277
724,936
-
-
-
-
-
-
4.
Other Expenses
Accounting and audit fees
Insurance
Occupancy
Legal fees
Listing and share registry costs
Travel
Printing and stationary
Input and withholding tax
Other
Total other expenses
5.
Income Tax
(a) Income tax expense
Major component of tax expense for the year:
Current tax
Deferred tax
(b) Numerical reconciliation between aggregate tax
expense recognised in the statement of comprehensive
income and tax expense calculated per the statutory
income tax rate.
A reconciliation between tax expense and the product of
accounting loss before income tax multiplied by the Group’s
applicable tax rate is as follows:
Loss from continuing operations before income tax expense
(1,029,074)
(3,415,583)
Tax at the group rate of 30%
Non-deductible expenses
Income tax benefit not brought to account
Income tax expense
(c) Deferred tax
The following deferred tax balances have not been brought
to account:
Liabilities
Capitalised exploration and evaluation expenditure
Offset by deferred tax assets
Deferred tax liability recognised
(308,722)
(1,024,675)
66,797
241,925
-
722,308
302,367
-
3,856,586
2,881,712
(3,856,586)
(2,881,712)
-
-
Lindian Resources Limited
31
2013 Report to Shareholders
Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2013
Assets
Losses available to offset against future taxable income
Share issue costs deductible over five years
Accrued expenses
Deferred tax assets offset against deferred tax liabilities
Deferred tax assets not brought to account as realisation is
not regarded as probable
Deferred tax asset recognised
(d) Unused tax losses
Unused tax losses
Potential tax benefit not recognised at 30%
The benefit for tax losses will only be obtained if:
Consolidated
2013
2012
$
$
7,299,765
6,066,398
87,643
19,800
87,643
3,000
(3,856,586)
(2,881,712)
(3,550,622)
(3,275,329)
-
-
11,835,407 10,917,763
3,550,622
3,275,329
(i)
the Group derives future assessable income in Australia and Philippines of a nature and of an amount sufficient to
enable the benefit from the deductions for the losses to be realised;
(ii)
the Group continues to comply with the conditions for deductibility imposed by tax legislation in Australia and
Philippines; and
(iii)
no changes in tax legislation in Australia or the Philippines, adversely affect the Group in realising the benefit from
the deductions for the losses.
6.
Cash and Cash Equivalents
Reconciliation of Cash
Cash comprises of:
Cash at bank
Short term deposits
Reconciliation of operating loss after tax to the net cash
flows from operations
Loss after tax
Non cash items
Share based payment
Depreciation and impairment charges
Foreign currency (gain)/loss
Change in assets and liabilities
Trade and other receivables
Trade and other payables
Net cash outflow from operating activities
Consolidated
2013
$
2012
$
1,069,268
2,367,802
-
2,056,043
1,069,268
4,423,845
(1,029,074)
(3,415,583)
222,657
2,407,692
42,520
(50,053)
11,078
68,598
19,299
22,706
94,273
(78,748)
(700,378)
(984,257)
Non-cash financing activities are as follows:
- Share-based payments (to directors, employees and corporate advisors) as disclosed in note 23.
Lindian Resources Limited
32
2013 Report to Shareholders
Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2013
7.
Trade and Other Receivables – Current
GST receivable
Accrued interest
Prepayments
Security Deposit
Advances
14,899
-
130,324
15,993
45,933
19,645
12,939
70,818
-
21,363
207,149
124,765
Trade debtors, other debtors and goods and services tax are non-interest bearing and generally receivable on 30 day terms.
They are neither past due nor impaired. The amount is fully collectible. Due to the short term nature of these receivables, their
carrying value is assumed to approximate their fair value.
8.
Investments in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries:
Name of Entity
Country of
Equity Holding
Equity Holding
Lindian Resources Guinea Pty Ltd
Bundok Resources Pty Ltd
Bundok Holdings Pty Ltd
Bundok Mineral Resources Corporation
Incorporation
Australia
Australia
Australia
Philippines
2013
100%
100%
2008
100%
100%
2012
100%
100%
2008
100%
100%
9.
Plant and Equipment
Plant and Equipment
Cost
Accumulated depreciation
Net carrying amount
Computer Equipment and Software
Cost
Accumulated depreciation
Net carrying amount
Motor Vehicles
Cost
Accumulated depreciation
Net carrying amount
Total Plant and Equipment
Movements in Plant and Equipment
Plant and Equipment
At beginning of the period
Additions
Depreciation charge for the year
Consolidated
2013
$
2012
$
83,803
(46,635)
37,168
5,577
(3,772)
1,805
21,523
(12,042)
9,481
48,454
43,352
(8,608)
34,744
5,105
(1,750)
3,355
21,394
(6,714)
14,680
52,779
34,744
40,451
(38,027)
37,168
385
42,932
(8,573)
34,744
Lindian Resources Limited
33
2013 Report to Shareholders
Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2013
Computer Equipment and Software
At beginning of the period
Additions
Depreciation charge for the year
Motor Vehicles
At beginning of the period
Additions
Depreciation charge for the year
Total Plant and equipment
10.
Deferred Exploration and Evaluation Expenditure
At beginning of the period
Exploration expenditure during the year
Net exchange differences on translation
Total exploration and evaluation
Consolidated
2013
$
2012
$
3,355
472
(2,022)
1,805
14,680
129
(5,328)
9,481
48,454
3,614
1,416
(1,675)
3,355
18,542
1,394
(5,256)
14,680
52,779
9,605,707
5,798,164
2,697,968
3,785,138
551,611
22,405
12,855,286
9,605,707
The ultimate recoupment of costs carried forward for exploration expenditure is dependent on the successful development
and commercial exploitation or sale of the respective mining areas.
11.
Trade and Other Payables
Trade payables
Accruals
Other
178,613
88,863
12,765
81,236
25,897
13,553
280,241
120,686
Trade creditors, other creditors and goods and services tax are non-interest bearing and generally payable on 30 day terms.
Due to the short term nature of these payable, their carrying value is assumed to approximate their fair value.
12.
Issued Capital
(a) Issued capital
Ordinary shares fully paid
(b) Movements in shares on issue
At beginning of the period
Exercise of options
Less fundraising costs
At 30 June
22,222,985
22,206,985
2013
2012
Number of
shares
$
Number of
$
shares
155,517,160
22,206,985
150,858,753
21,873,379
200,000
16,000
4,658,407
-
-
-
372,917
(39,311)
155,717,160
22,222,985
155,517,160
22,206,985
Lindian Resources Limited
34
2013 Report to Shareholders
Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2013
(c) Ordinary shares
Ordinary shares have the right to receive dividends as declared and, in the event of a winding up of the Company, to
participate in the proceeds from sale of all surplus assets in proportion to the number of and amounts paid up on shares held.
Ordinary shares entitle their holder to one vote, either in person or proxy, at a meeting of the Company.
(d)
Capital risk management
The Group’s capital comprises share capital, reserves less accumulated losses amounting to $13,899,916 at 30 June 2013
(2012: $14,086,410). The Group manages its capital to ensure its ability to continue as a going concern and to optimise
returns to its shareholders. The Group was ungeared at year end and not subject to any externally imposed capital
requirements.
(e) Share options
At 30 June 2013, there were 152,171,754 unissued ordinary shares under options (2012: 152,371,754 options). The details
of the options are as follows:
Number
Exercise Price $
Expiry Date
131,671,754
500,000
20,000,000
152,171,754
0.08
0.15
0.20
31 December 2014
14 June 2016
28 February 2015
No options were issued during the financial year.
200,000 options with an exercise price of 8 cents, expiring on 31 December 2014 were exercised during the financial year.
No option holder has any right under the options to participate in any other share issue of the company or any other entity.
13.
Reserves
Share based payment reserve
Option reserves
Foreign currency translation reserve
Movements in Reserves
Share based payment reserve
At beginning of the period
Share based payment expense
Balance at the end of the year
Consolidated
2013
$
2012
$
4,406,933
4,184,276
4,106,626
4,106,626
769,716
165,793
9,283,275
8,456,695
Consolidated
2013
$
2012
$
4,184,276
1,776,584
222,657
2,407,692
4,406,933
4,184,276
The share based payment reserve is used to record the value of equity benefits provided to directors and executives as part
of their remuneration and non-employees for their services.
Lindian Resources Limited
35
2013 Report to Shareholders
Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2013
Option reserves
At beginning of the period
Options issued
Balance at the end of the year
Consolidated
2013
$
2012
$
4,106,626
1,376,093
-
2,730,533
4,106,626
4,106,626
The option reserves are used to record the premium paid on the issue of listed options.
Foreign currency translation reserve
At beginning of the period
Foreign currency translation
Balance at the end of the year
165,793
603,923
769,716
(3,488)
169,281
165,793
The foreign exchange differences arising on translation of balances originally denominated in a foreign currency into the
functional currency are taken to the foreign currency translation reserve. The reserve is recognised in profit and loss when the
net investment is disposed of.
14.
Accumulated losses
Movements in accumulated losses were as follows:
At beginning of the year
Loss
Balance at the end of the year
15.
Expenditure Commitments
(a)
Rental and services agreement
16,577,270
13,161,687
1,029,074
3,415,583
17,606,344
16,577,270
The Group entered a service agreement for certain administrative services and office space for a term of two years starting in
May 2011. The Group was required to give three months written notice to terminate the agreement.
Within one year
After one year but not longer than 5 years
-
-
-
100,000
-
100,000
(b) Exploration commitments
Exploration commitments contracted for at reporting date but not recognised as liabilities are as follows:
Within one year
After one year but not longer than 5 years
130,494
118,768
130,494
118,768
260,988
237,536
Lindian Resources Limited
36
2013 Report to Shareholders
Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2013
Consolidated
2013
$
2012
$
26,000
26,000
25,500
25,500
16.
Auditors Remuneration
The auditor of Lindian Resources Limited is RSM Bird Cameron Partners
Amounts received or due and receivable by RSM Bird Cameron Partners
for :
- an audit or review of the financial report of the entity and any other entity
in the Group
17.
(a)
Key Management Personnel Disclosures
Details of Key Personnel
Mr. Matthew Wood
Mr. Steven Leithead
Mr. Scott Funston
Mr. Brian McMaster
Non-Executive Chairman
Executive Director
Executive Director, Company Secretary
Executive Director
Mr. Angus Caithness
Non-Executive Director
(b)
Remuneration of Key Management Personnel
Refer to the remuneration report contained in the directors’ report for details of the remuneration paid or payable to each
member of the Group’s key management personnel for the year ended 30 June 2013.
Details of the nature and amount of each element of the emolument of each Director and Executive of the Group for the
financial year are as follows:
Short term employee benefits
Share based payments
Total remuneration
(c)
Shareholdings of Key Management Personnel
Share holdings
531,000
538,000
-
1,193,440
531,000
1,731,440
The number of shares in the company held during the financial year by each key management personnel of Lindian
Resources Limited, including their personally related parties, is set out below. There were no shares granted during the
reporting period as compensation.
2013
Balance at the
Granted during the
On exercise of
Other changes
Balance at the end
start of the year
year as
share options
during the year
of the year
compensation
Director
Mr. Matthew Wood
Mr. Steven Leithead
Mr. Scott Funston
Mr. Angus Caithness
Mr. Brian McMaster
7,900,000
9,000,000
3,207,500
625,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
7,900,000
9,000,000
3,207,500
625,000
-
Lindian Resources Limited
37
2013 Report to Shareholders
Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2013
2012
Balance at the
Granted during the
On exercise of
Other changes
Balance at the end
start of the year
year as
share options
during the year
of the year
compensation
Director
Mr. Matthew Wood
Mr. Steven Leithead
Mr. Scott Funston
Mr. Angus Caithness
Mr. Brian McMaster
7,400,000
9,000,000
3,207,500
625,000
-
-
-
-
-
-
500,000
-
-
-
-
-
-
-
-
-
7,900,000
9,000,000
3,207,500
625,000
-
All equity transactions with key management personnel other than arising from the exercise of remuneration options have
been entered into under terms and conditions no more favourable than those the Group would have adopted if dealing at
arm’s length.
(d)
Option holdings of Key Management Personnel
The numbers of options over ordinary shares in the company held during the financial year by each key management
personnel of Lindian Resources Limited and specified executive of the group, including their personally related parties, are set
out below:
Vested options
2013
Balance at the
Granted during
Exercised
Other changes
Balance at the
Exercisable
Non-
start of the year
the year as
during the
during the year
end of the year
exercisable
compensation
year
Director
Mr. Matthew Wood
12,650,000
Mr. Steven Leithead
Mr. Scott Funston
Mr. Angus Caithness
Mr. Brian McMaster
4,000,000
5,020,000
1,375,000
3,250,000
-
-
-
-
-
-
-
-
-
-
-
12,650,000 12,650,000
-
-
-
-
4,000,000
4,000,000
5,020,000
5,020,000
1,375,000
1,375,000
3,250,000
3,250,000
-
-
-
-
-
Vested options
2012
Balance at the
Granted during
Exercised
Other changes
Balance at the
Exercisable
Non-
start of the year
the year as
during the
during the year
end of the year
exercisable
compensation
year
(i – v)
Director
Mr. Matthew Wood
10,400,000
1,500,000
(500,000)
1,250,000
12,650,000 12,650,000
Mr. Steven Leithead
9,000,000
4,000,000
Mr. Scott Funston
3,207,500
1,500,000
Mr. Angus Caithness
625,000
750,000
Mr. Brian McMaster
500,000
1,500,000
-
-
-
-
(9,000,000)
4,000,000
4,000,000
312,500
5,020,000
5,020,000
-
1,375,000
1,375,000
1,250,000
3,250,000
3,250,000
-
-
-
-
-
i.
ii.
iii.
iv.
v.
Mr. Wood’s acquired 10,400,000 options due to his participation in the Option Issue Prospectus and 1,250,000 being
his interest in options issued to Garrison Capital as corporate advisors. 10,400,000 options expired on 31 December
2011.
Mr. Leithead’s 9,000,000 options expired on 31 December 2011.
Mr. Funston acquired 3,020,000 options due to his participation in the Option Issue Prospectus and 500,000 being his
interest in options issued to Garrison Capital as corporate advisors. 3,207,500 options expired on 31 December 2011.
Mr. Caithness acquired 625,000 options due to his participation in the Option Issue Prospectus and had 625,000
options expire on 31 December 2011.
Mr. McMaster acquired 1,250,000 options being his interest in options issued to Garrison Capital as corporate
advisors.
Lindian Resources Limited
38
2013 Report to Shareholders
Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2013
There were no alterations to the terms and conditions of options granted as remuneration since their grant date. There were
no forfeitures during the years ended 30 June 2013 and 30 June 2012.
Options granted as part of remuneration have been valued using the Black-Scholes option pricing model, which takes account
of factors such as the option exercise price, the current level and volatility of the underlying share price and the time to
maturity of the option. Options granted under the plan carry no dividend or voting rights.
(e) Other transactions with Key Management Personnel
Mineral Quest Pty Ltd, a company of which Mr. Wood is a Director, charged the Group consulting fees of $72,000 (2012:
$76,000) which is included in Note 17(b) “Remuneration of key management personnel” and reimbursement of payments for
secretarial expenses and other minor expenses, at cost for $4,294 (2012: $7,863) during the year. $21,285 (2012: $7,095)
was outstanding at year end.
Proassist Limited, a company of which Mr. Leithead is a Director, charged the Group consulting fees of $240,000 (2012:
$120,000) which is included in Note 17(b) “Remuneration of key management personnel” and reimbursement of payments
for expenses at cost for $9 (2012: $33,835) during the year. $60,000 (2012: $20,000) was outstanding at year end.
Resourceful International Consulting Pty Ltd, a company of which Mr. Funston is a Director, charged the Group consulting
fees of $120,000 (2012: $120,000). This amount is included in Note 17(b) “Remuneration of key management personnel”.
$33,000 (2012: $11,000) was outstanding at year end.
Banquo Consulting (CI) Ltd, a company of which Mr. Caithness is a Director, charged the Group consulting fees of $30,000
(2012: $30,000). This amount is included in Note 17(b) “Remuneration of key management personnel”. $10,000 (2012:
$2,750) was outstanding at year end.
Vega Funds Pty Ltd, a company of which Mr. McMaster is a Director, charged the Group consulting fees of $69,000 (2012:
$72,000). This amount is included in Note 17(b) “Remuneration of key management personnel”. $16,500 (2012: $6,600) was
outstanding at year end.
Garrison Capital Pty Ltd, a company of which Mr. Wood, Mr. Funston and Mr. McMaster are Directors and shareholders,
provided the Group with a fully serviced office including administration and information technology support totalling $120,000
(2012: $120,000) and reimbursement of payments for courier, accounting and other minor expenses, at cost $42,378 (2012:
$56,700). $39,530 (2012: $16,799) was outstanding at year end.
During the 2012 financial year Garrison Capital Pty Ltd were issued 5,000,000 unlisted options exercisable at $0.20 on or
before 28 February 2015 for their ongoing role as corporate advisors to the Company. The options have been valued using
the Black-Scholes option pricing model and are included as a share based payment as disclosed in Note 23.
These transactions have been entered into on normal commercial terms and conditions no more favourable than those
available to other parties unless otherwise stated..
18.
Events Subsequent to Balance Date
On 15 August 2013 the Company announced that it will undertake a fully underwritten renounceable entitlements issue of
approximately 207,622,880 Shares at an issue price of one (1) cent on the basis of four (4) new Shares for every three (3)
Shares held by Shareholders on the record date, with one (1) free attaching option on the basis of one (1) option for every two
(2) Shares applied for and allotted, to raise approximately $2,076,228. The free attaching options will be exercisable at two (2)
cents on or before 30 July 2018. The Company lodged a prospectus with the ASX and ASIC on 12 September 2013.
There were no other known significant events from the end of the financial year to the date of this report.
Lindian Resources Limited
39
2013 Report to Shareholders
Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2013
19.
Related Party Disclosures
For Director related party transactions please refer to Note 17 “Key Management Personnel Disclosures”. The ultimate
parent entity is Lindian Resources Limited. Refer to Note 8 for list of all subsidiaries within the group. There were no other
related party transactions during the year.
20.
Loss per Share
Loss used in calculating basic and dilutive EPS
1,029,074
3,415,583
Consolidated
2013
$
2012
$
Weighted average number of ordinary shares used in
calculating basic earnings / (loss) per share (*):
Effect of dilution:
Share options
Adjusted weighted average number of ordinary shares used
Number of Shares
155,664,009
152,943,656
-
-
in calculating diluted loss per share:
155,664,009
152,943,656
* There is no impact from 152,171,754 options outstanding at 30 June 2013 (2012: 152,371,754 options) on the earnings per
share calculation because they are anti-dilutive. These options could potentially dilute basic EPS in the future. There have
been no transactions involving ordinary shares or potential ordinary shares that would significantly change the number of
ordinary shares or potential ordinary shares outstanding between the reporting date and the date of completion of these
financial statements.
21.
Financial Risk Management
The Group’s principal financial instruments comprise mainly of deposits with banks.
The totals for each category of financial instruments, measured in accordance with AASB 139 as detailed in the accounting
policies to these financial statements, are as follows:
Financial Assets
Cash and cash equivalents
Trade and other receivables
Financial Liabilities
Trade and other payables
Financial Risk Management Policies
1,069,268
207,149
4,423,845
124,765
280,241
120,686
The board’s overall risk management strategy seeks to assist the consolidated group in meeting its financial targets, while
minimising potential adverse effects on financial performance. Its functions include the review of future cash flow
requirements.
Specific Financial Risk Exposure and Management
The main risks arising from the Group’s financial instruments are interest rate risk, credit risk and liquidity risk.
(a) Liquidity Risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated with financial liabilities.
Lindian Resources Limited
40
2013 Report to Shareholders
Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2013
The Group manages liquidity risk by maintaining sufficient cash facilities to meet the operating requirements of the business
and investing excess funds in highly liquid short term investments. The responsibility for liquidity risk management rests with
the Board of Directors.
Alternatives for sourcing the Group’s future capital needs include the cash position and the issue of equity instruments. These
alternatives are evaluated to determine the optimal mix of capital resources for our capital needs. We expect that, absent a
material adverse change in a combination of our sources of liquidity, present levels of liquidity along with future capital
raisings will be adequate to meet our expected capital needs.
Maturity analysis for financial liabilities
Financial liabilities of the Group comprise trade and other payables. As at 30 June 2013 and 30 June 2012 all financial
liabilities are contractually matured within 60 days.
(b)
Interest Rate Risk
Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or the fair value of
financial instruments.
The Group’s exposure to market risk for changes to interest rate risk relates primarily to its earnings on cash and term
deposits. The Group manages the risk by investing in short term deposits.
Cash and cash equivalents
Interest rate sensitivity
Consolidated
2013
$
2012
$
1,069,268
4,423,845
The following table demonstrates the sensitivity of the Group’s statement of comprehensive income to a reasonably possible
change in interest rates, with all other variables constant.
Consolidated
Judgements of reasonably possible movements
Effect on Post Tax Earnings
Effect on Equity
Increase 100 basis points
Decrease 100 basis points
Increase/(Decrease)
including accumulated losses
Increase/(Decrease)
2013
$
10,693
(10,693)
2012
$
2013
$
2012
$
44,238
10,693
44,238
(44,238)
(10,693)
(44,238)
A sensitivity of 100 basis points has been used as this is considered reasonable given the current level of both short term and
long term Australian Dollar interest rates. The change in basis points is derived from a review of historical movements and
management’s judgement of future trends. The analysis was performed on the same basis in 2012.
(c) Credit Risk Exposures
Credit risk represents the risk that the counterparty to the financial instrument will fail to discharge an obligation and cause the
Group to incur a financial loss. The Group’s maximum credit exposure is the carrying amounts on the statement of financial
position. The Group holds financial instruments with credit worthy third parties.
Lindian Resources Limited
41
2013 Report to Shareholders
Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2013
At 30 June 2013, the Group held cash at bank. These were held with financial institution with a rating from Standard & Poors
of AA or above (long term). The Group has no past due or impaired debtors as at 30 June 2013.
22.
Contingent Liabilities
There are no known contingent liabilities.
23.
Share Based Payments
(a) Recognised share based payment transactions
Share based payment transactions recognised either as operating expenses in the statement of comprehensive income,
capital raising expenses in equity or exploration expenditure on the statement of financial position as follows:
Operating expenses
Employee share based payment
Share based payment to supplier
Consolidated
2013
$
2012
$
222,657
1,246,508
-
1,161,184
222,657
2,407,692
(b) Employee share based payment plan
The Group has established an employee share option plan (ESOP). The objective of the ESOP is to assist in the recruitment,
reward, retention and motivation of employees of Lindian Resources Limited. Under the ESOP, the Directors may invite
individuals acting in a manner similar to employees to participate in the ESOP and receive options. An individual may receive
the options or nominate a relative or associate to receive the options. The plan is open to executive officers, nominated
consultants and employees of Lindian Resources Limited.
The fair value at grant date of options granted during the reporting period was determined using the Black Scholes option
pricing model, that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant
date and expected price volatility of the underlying share and the risk free interest rate for the term of the option.
No options were granted under ESOP during the financial year.
The table below summaries options granted under ESOP during the previous financial years:
Grant Date
Expiry date
Exercise
price
Balance at
start of the
year
Number
Granted
during the
year
Number
Exercised
during the
year
Number
Expired
during the
year
Number
Balance at
end of the
year
Number
Exercisable at
end of the year
Number
14 June 2011
14 June 2016
$0.15
500,000
17 April 2012 28 February 2015
$0.20 1,750,000
18 May 2012 28 February 2015
$0.20 9,250,000
Weighted remaining contractual life
(years)
Weighted average exercise price
11,500,000
2.7
$0.20
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
500,000
500,000
1,750,000
875,000
9,250,000
9,250,000
11,500,000 10,625,000
1.7
1.7
$0.20
$0.20
Lindian Resources Limited
42
2013 Report to Shareholders
Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2013
(c) Share-based payment to suppliers:
(i) Operating expenses
No options were issued to suppliers during the financial year.
During the previous financial year 9,000,000 options, exercisable at $0.20 and expiring on 28 February 2015 were issued to
corporate advisors to the Company. The options were valued using the Black Scholes option pricing model.
The table below summarises options granted during the previous financial year:
Grant Date
Expiry date
Exercise
price
Balance at
start of the
year
Number
Granted
during the
year
Number
Exercised
during the
year
Number
Expired
during the
year
Number
Balance at
end of the
year
Number
Exercisable at
end of the year
Number
18 May 2012 28 February 2015
$0.20 9,000,000
Weighted remaining contractual life
(years)
Weighted average exercise price
2.7
$0.20
-
-
-
-
-
-
-
9,000,000
9,000,000
-
-
1.7
1.7
$0.20
$0.20
24.
Dividends
No dividend was paid or declared by the Group in the period since the end of the financial year and up to the date of this
report. The Directors do not recommend that any amount be paid by way of dividend for the financial year ended 30 June
2013.
The balance of the franking account is Nil as at 30 June 2013 (2012: Nil).
Lindian Resources Limited
43
2013 Report to Shareholders
Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2013
25. Parent Entity Information
(a) Parent Financial Information
The following details information related to the parent entity, Lindian Resources Limited, at 30 June 2013. The information
presented here has been prepared using consistent accounting policies as presented in Note 2.
Current assets
Non current assets
Total Assets
Current liabilities
Non current liabilities
Total Liabilities
Net Assets
Issued capital
Share based payment reserve
Option reserves
Accumulated losses
Total Equity
Loss for the year
Other comprehensive income for the year
Parent
2013
$
2012
$
1,039,853
13,086,812
4,241,523
9,935,849
14,126,665
14,177,372
226,746
-
226,746
90,962
-
90,962
13,899,919
14,086,410
22,222,985
22,206,985
4,406,934
4,106,626
4,184,276
4,106,626
(16,836,626)
(16,411,477)
13,899,919
14,086,410
(425,149)
(3,246,302)
-
-
Total comprehensive loss for the year
(425,149)
(3,246,302)
b) Guarantees
Lindian Resources Limited has not entered into any guarantees in relation to the debts of its subsidiary.
c) Other Commitments and Contingencies
Lindian Resources Limited has not entered into any commitments and does not have any contingent liabilities at year
end.
Lindian Resources Limited
44
2013 Report to Shareholders
Directors’ Declaration
The directors of the company declare that:
1.
the financial statements and notes, are in accordance with the Corporations Act 2001 and:
a.
comply with Australian Accounting Standards, which, as stated in accounting policy Note 2(b) to the financial
statements, constitutes explicit and unreserved compliance with International Financial Reporting Standards
(IFRS); and
b.
give a true and fair view of the Group’s financial position as at 30 June 2013 and of its performance for the year
ended on that;
2.
the Managing Director and Company Secretary have each declared that:
a.
the financial records of the company for the financial year have been properly maintained in accordance with
section 286 of the Corporations Act 2001;
b.
c.
the financial statements and notes for the financial year comply with the Australian Accounting Standards; and
the financial statements and notes for the financial year give a true and fair view;
3.
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.
This declaration is made in accordance with a resolution of the Board of Directors.
Steven Leithead
Director
17 September 2013
Lindian Resources Limited
45
2013 Report to Shareholders
RSM Bird Cameron Partners
8 St George’s Terrace Perth WA 6000
GPO Box R1253 Perth WA 6844
T +61 8 9261 9100 F +61 8 9261 9101
www.rsmi.com.au
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Lindian Resources Limited for the year ended 30 June 2013,
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.
RSM BIRD CAMERON PARTNERS
Perth, WA
Dated: 17 September 2013
TUTU PHONG
Partner
Liability limited by a
scheme approved
under Professional
Standards Legislation
Major Offices in:
Perth, Sydney, Melbourne,
Adelaide and Canberra
ABN 36 965 185 036
RSM Bird Cameron Partners is a member of the RSM network. Each member
of the RSM network is an independent accounting and advisory firm which
practises in its own right. The RSM network is not itself a separate legal entity
in any jurisdiction.
RSM Bird Cameron Partners
8 St George’s Terrace Perth WA 6000
GPO Box R1253 Perth WA 6844
T +61 8 9261 9100 F +61 8 9261 9101
www.rsmi.com.au
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
LINDIAN RESOURCES LIMITED
Report on the Financial Report
We have audited the accompanying financial report of Lindian Resources Limited, which comprises the statement
of financial position as at 30 June 2013, statement of comprehensive income, statement of changes in equity and
statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies
and other explanatory information, and the directors' declaration of the consolidated entity comprising the
company and the entities it controlled at the year’s end or from time to time during the financial year.
Directors’ Responsibility for the Financial Report
The directors of the company are responsible for the preparation 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(b), 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. These Auditing Standards require that we comply with relevant
ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable
assurance about 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 and fair presentation of the
financial report in order to design audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the entity's internal 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
opinions.
Liability limited by a
scheme approved
under Professional
Standards Legislation
Major Offices in:
Perth, Sydney, Melbourne,
Adelaide and Canberra
ABN 36 965 185 036
RSM Bird Cameron Partners is a member of the RSM network. Each member
of the RSM network is an independent accounting and advisory firm which
practises in its own right. The RSM network is not itself a separate legal entity
in any jurisdiction.
Independence
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 Lindian Resources 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 Lindian Resources 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 30 June 2013 and of its
performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 2(b).
Report on the Remuneration Report
We have audited the Remuneration Report contained within the directors’ report for the year ended 30 June 2013.
The directors of the company are responsible for the preparation and presentation of the Remuneration Report in
accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
Opinion
In our opinion the Remuneration Report of Lindian Resources Limited for the year ended 30 June 2013 complies
with section 300A of the Corporations Act 2001.
RSM BIRD CAMERON PARTNERS
Perth, WA
Dated: 17 September 2013
TUTU PHONG
Partner
ASX Additional Information
Additional information required by the Australian Stock Exchange Ltd and not shown elsewhere in this report is as follows.
The information is current at 22 August 2013.
Substantial Share Holders
The names of shareholders who have notified the Company in accordance with Section 671B of the Corporations Act 2001
are:
Shareholder Name
Steven Leithead
Matthew Wood
Distribution of Share Holders
No. of Ordinary
Shares
Percentage
%
9,000,000
7,900,000
5.78
5.07
Ordinary Shares
Number of Holders
Number of Shares
1
- 1,000
1,001 - 5,000
5,001 - 10,000
10,001 – 100,000
100,001 and over
TOTAL
450
464
151
432
205
1,702
224,360
1,141,099
1,164,738
17,603,856
135,583,107
155,717,160
There were 1,311 holders of ordinary shares holding less than a marketable parcel.
5,000
10,000
-
-
100,000
and over
Top Twenty Share Holders
Name
NEFCO NOMINEES PTY LTD
MR STEVEN STEWART LEITHEAD
MITCHELL GRASS HOLDING SINGAPORE PTE LTD
JP MORGAN NOMINEES AUSTRALIA LIMITED
MR PAUL GABRIEL SHARBANEE
MR JASON PETERSON + MRS LISA PETERSON
DR SALIM CASSIM
ALBATROSS PASS PTY LTD
PERSHING AUSTRALIA NOMINEES PTY LTD
MS VICTORIA ALEXIS SUZANNE FUNSTON + MR FRANCIS
SCOTT FUNSTON
MR TIMOTHY JAMES FLAVEL
MIKADO CORPORATION PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
MR MICHAEL ROBERT FRANCO + MR ROBERT MARIO
FRANCO + MISS LAURA MICHELLE FRANCO
STEVSAND HOLDINGS PTY LTD
MANIKATO FINANCIAL SERVICES PTY LTD
CELTIC CAPITAL PTY LTD
BRIJOHN NOMINEES PTY LTD
EAGLE RIVER HOLDINGS PTY LTD
KASIA NOMINEES PTY LTD
Total ordinary shares
49
Number of Ordinary Shares held
8,975,000
8,000,000
7,900,000
7,785,859
4,401,667
4,204,867
4,000,000
3,284,696
3,271,265
3,020,000
2,900,000
2,494,242
2,374,630
2,250,000
2,000,000
1,702,460
1,550,000
1,500,000
1,500,000
%
5.76
5.14
5.07
5.00
2.83
2.70
2.57
2.11
2.10
1.94
1.86
1.6
1.52
1.44
1.28
1.09
1.00
0.96
0.96
1,491,938
74,606,624
0.96
47.91
9,900,000
8,875,000
5,872,842
5,700,000
5,350,000
5,000,000
4,882,400
3,726,666
3,339,125
3,321,335
3,204,249
3,089,565
3,020,000
2,500,000
2,302,398
2,000,667
1,820,000
1,600,000
1,523,604
%
7.52
6.74
4.46
4.33
4.06
3.80
3.71
2.83
2.54
2.52
2.43
2.35
2.29
1.90
1.75
1.52
1.38
1.22
1.16
1,500,000
78,527,851
1.14
59.64
ASX Additional Information
Voting Rights
All ordinary shares carry one vote per share without restriction.
On-Market Buy Back
There is no current on-market buy back.
Top Twenty Option Holders Expiry 31 December 2014 Exercisable at $0.08
Name
Number of Options held
MITCHELL GRASS HOLDING SINGAPORE PTE LTD
NEFCO NOMINEES PTY LTD
PERSHING AUSTRALIA NOMINEES PTY LTD
AVONGLADE ENTERPRISES PTY LTD
MR PAUL GABRIEL SHARBANEE
NEWMEK INVESTMENTS PTY LIMITED
WEST TRADE ENTERPRISES PTY LTD
MR RODNEY JAMES CAPLE + MS FRANCES MARGARET
CAMERON
ALBATROSS PASS PTY LTD
MR JASON PETERSON + MRS LISA PETERSON
MIKADO CORPORATION PTY LTD
MR TIMOTHY JAMES FLAVEL
MS VICTORIA ALEXIS SUZANNE FUNSTON + MR FRANCIS
SCOTT FUNSTON
MR ANDREW PHILIPS
JP MORGAN NOMINEES AUSTRALIA LIMITED
STEVSAND HOLDINGS PTY LTD
MR ANTHONY HUNTER + MRS LINDA HUNTER
BRIJOHN NOMINEES PTY LTD
MS BELINDA STUBBLETY
MR PETER DAVID RHODES
Total options
50
Tenement Table
Project
Tenure Title
Tenure
Status of
Lindian Interest
Tenure
Masapelid
Owner
SMMC
Del Gallego
BMRC
Salacot
Mt Balintigon
Buena Aurora
Exciban
Abra
SMMC
SMMC
SMMC
SMMC
BMRC
Reference
Tenure
MPSA 004-91-XI
EP V 2001-001
EXPA V-0025
EXPA V-0026
EXPA V-0028
Granted
Granted
Application
Application
Application
EXPA III-06-97
Application
EP III-03-98
Application
EXPA V-019
Application
MRD 302,MRD 303
Granted
EXPA 90-CAR
Application
‘BMRC’ = Bundok Mineral Resources Corporation
‘SMMC’ = San Manuel Mining Corporation
‘MRI’ = Merrit Resources Incorporated
note 1
100%
note 2
note 2
note 2
note 2
note 2
note 2
note 2
note 5
Expiry
2016
note 3
N/a
N/a
N/a
N/a
N/a
N/a
note 4
N/a
Note 1: BMRC has full rights to explore, develop and mine under MPSA. BMRC has a further right to convert MPSA to a
FTAA realising a 100% interest under the FTAA. SMMC, as the titleholder, is required to maintain title to the
MPSA. In order to progress exploration on the MPSA, the MPSA requires a 2 year extension (Extension) to the
exploration period under the MPSA to be approved by the Philippines Department of Environment and Natural
Resources (DENR). Denial by the DENR of the Extension (Decision) was received by BMRC and SMMC on 28
May 2013. SMMC on behalf of itself and BMRC, issued a Motion for Reconsideration (MR) to the DENR on 7 June
2013 to reverse its Decision. The MR is pending resolution.
Note 2: BMRC has entered into an option to purchase agreement and will acquire 100% of the project upon exercise of the
option.
Note 3: On 18 March 2013, the Philippines Mines and Geoscience Bureau (MGB) lifted its moratorium on the processing of
Exploration Permits (EP’s), Mineral Agreements (MPSA’s) and Financial or Technical Assistance Agreements
(FTAA’s). As such, the Exploration Permit Applications (EXPA’s) are in process and pending approval.
Note 4: Licence renewal/conversion application made to Mines and Geoscience Bureau.
Note 5: On 16 April 2013, BMRC entered into a Deed of Assignment (DOA) with MRI via which, MRI transferred all rights to
the Abra EXPA to BMRC. The DOA has been lodged with MGB CAR and both the DOA and EXPA are awaiting
processing and approval by the MGB.
51