ANNUAL
REPORT
2012
XXXXXXX
1
For personal use onlyANNUAL GENERAL MEETING OF SHAREHOLDERS
To be held at 10am on Tuesday 20 November 2012:
Exchange Centre, 20 Bridge Street, Sydney
All $ amounts referred to in this report are expressed in $AUD unless otherwise noted
www.bathurstresources.co.nz
For personal use only“OVER THE NEXT DECADES, WE’LL BE
SHARING THE BENEFITS OF OUR BUSINESS WITH
HUNDREDS OF NEW ZEALAND FAMILIES AND
BUSINESSES AND CONTRIBUTING TO THE LONG-
TERM PROTECTION OF THE CONSERVATION
ESTATE IN THE SOUTH ISLAND”.
SECTION
ONE
Year In Review
SECTION
TWO
SECTION
THREE
Financial Statements
Other Information
Chairman and Managing Director’s Report 4
Review of Operations
6
16
Sustainability
24
Our People
26
Coal
Directors’ Report
Auditor’s Independence Declaration
Corporate Governance Statement
28
44
45
ASX Principles Compliance Statement 51
Financial Statements
Directors’ Declaration
Independent Auditor’s Report
54
100
101
ASX additional information
Tenement Schedule
Coal Resources and Reserves
Corporate Directory
104
106
107
109
1
For personal use onlyABOUT BATHURST RESOURCES
Bathurst Resources Limited was fl oated on the Australian
Securities Exchange in December 2007 and listed on
the New Zealand Exchange in November 2010.
The company is now well positioned as a modern
New Zealand mining company with producing assets
in the South Island and an operations offi ce in Wellington.
The company is already a producer of coal for the domestic
thermal markets and is fi rmly focussed on becoming
a leading exporter of high quality coking coal from its
Buller Coal Project, near Westport, on the West Coast.
HIGHLIGHTS 2011/2012
‧ Settlement of Coalbrookdale acquisition
‧ Opening of new operations offi ce in Wellington
‧ First shipment of Cascade coal leaves Westport
‧ Successful mediation of Residents’ appeal against resource consents
‧ Execution of a Deed of Ground Lease for Port Taranaki
‧ Heads of Agreement signed with Westport Harbour Limited
‧
Increase in Reserves and Resources for the Buller Coal Project
ORGANISATIONAL STRUCTURE
BATHURST GROUP
BULLER COAL
LIMITED
EASTERN COAL
LIMITED
EASTERN COAL SUPPLIES
TAKITIMU (AND COALDALE)
OHAI
ALBURY
SOUTH BULLER
CASCADE
COALBROOKDALE
ESCARPMENT
WHAREATEA WEST
DEEP CREEK
NORTH BULLER
BLACKBURN
MILLERTON
NORTH BULLER
Below: The Cascade mine, on the edge
of the Denniston Plateau
2
For personal use onlySECTION
ONE
Year In Review
Chairman and Managing Director’s Report 4
6
Review of Operations
16
Sustainability
24
Our People
26
Coal
For personal use onlyCHAIRMAN AND MANAGING DIRECTOR’S REPORT
WE ARE PLEASED TO PRESENT OUR
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE 2011/12 YEAR - A PERIOD OF
SIGNIFICANT PLANNING, GROWTH AND
PRODUCTION FOR BATHURST RESOURCES AS
WE MOVE TOWARDS OUR GOAL OF BECOMING
A LEADING NEW ZEALAND COAL PRODUCER.
L: Craig Munro, Non-Executive Chair, R: Hamish Bohannan,
Managing Director. Below L to R: Craig Munro,
Rt Hon John Key, Hon Phil Heatley, Hamish Bohannan
In March 2012, the New Zealand Prime Minister, the Rt Hon
John Key, opened our new operations offi ce in Wellington.
Joined by a number of his parliamentary colleagues, and
our business partners and supporters, the Prime Minister
reinforced his support for organisations such as Bathurst
that are providing jobs and economic benefi ts to the
country while carefully managing environmental impacts.
Our new offi ce reinforces our commitment to being a long-term
member of the New Zealand community. We are a New Zealand-
focussed company, listed on both the NZX and the ASX. All our
operating assets are in New Zealand, with our primary asset, the
Buller Coal Project, based at the epicentre of the country’s proud
mining heritage on the West Coast of the South Island.
During the year the company continued to focus on gaining full
approvals for the development of its fl agship Escarpment project,
on the Denniston Plateau near Westport.
At the beginning of the reporting period, Escarpment was granted its
resource consents. However, shortly after, the consents were subject
to three appeals: one on the location of the proposed mine’s infrastructure,
one on the basis that climate change effects should be considered and
one on environmental grounds. The fi rst appeal was resolved through
mediation and withdrawn. The Environment Court ruled that climate
change effects were irrelevant in relation to the second appeal and the
High Court has subsequently upheld that ruling. At the time of writing,
leave for a further appeal to the Court of Appeal has just been granted
and we are working with the other parties to have that appeal heard
as quickly as possible.
4
For personal use onlyCHAIRMAN AND MANAGING DIRECTOR’S REPORT
The remaining appeal on environmental grounds is due to be heard
in New Zealand’s Environment Court during November with a ruling
expected early next year.
Although we are confi dent of a positive ruling our preference is to reach
a settlement with the remaining appellants prior to a court hearing and
we are working hard to achieve that outcome.
We remain committed to the Buller Coal Project, which is expected
to provide 225 new direct jobs on the West Coast and inject about
NZ$1 billion into the New Zealand economy over six years. We are
optimistic we will be in production by mid-2013.
Key to this development is Escarpment which has the potential to
produce 1 million tonnes per annum of high-quality coking coal for
export to overseas customers. In the coming year we will be focussing
on developing adjoining projects in South Buller and, later, bringing
our North Buller tenements into operation. As the full Buller Coal
Project comes on line we are targeting an increase in production
to approximately 4 million tonnes per annum by 2018.
Meanwhile the Buller Coal Project continues to produce modest
amounts of export coal and coal for domestic cement production
from the Cascade mine, which is now ramping up to an annualised
rate of 150,000 tonnes.
In anticipation of increased production from Buller when Escarpment
FINANCIAL RESULTS
comes into production, the company established coal facilities at
the deep-water Port of Taranaki on the North Island and is close to
completing its Stage 1 port upgrade of the Westport coal handling
facilities.
During the reporting period, we also commenced production at our
With A$53.8 million of cash in the bank and some earnings from small,
existing coal operations, Bathurst is well-funded for the near term.
Total coal sales revenue reported for the year was $16.5 million, derived
from both the Buller Coal and Eastern Coal operations.
new Coaldale block at the Takitimu mine near Nightcaps. Production
Our earnings showed a net loss for the group of $21.5 million for
from the Cascade mine at Buller and the Takitimu mine at Nightcaps
the year to 30 June 2012 (2011: $13.5 million). This was due to the
continues to provide positive operational cash fl ow for the business.
impairment of the Eastern assets, unrealised foreign exchange losses
As a company, our focus is not just on growth, but also on responsible
development. During the year we established the independent Kaitiaki
on the deferred consideration for the L&M aquisition, and expensing
of normal project development costs.
Environmental Reference Group to monitor our environmental
With our fi rst full year of operations behind us we look forward to
performance and ensure that our programmes and systems comply
continued growth with a strong balance sheet to support our
with best practice.
development and expansion activities.
More recently we were pleased to be invited to join New Zealand’s
In closing, we would like to acknowledge the efforts of our fellow
Sustainable Business Council, an organisation established to
directors, management and staff.
promote business leadership in sustainability and focused, through
its membership, on the balanced pursuit of economic growth,
ecological integrity and social progress.
We would also like to extend our thanks to our shareholders.
We appreciate your continued support in a year that has seen some
setbacks, but has also seen the company fi rmly cement its position
In March 2012, Bathurst was pleased to welcome on board our new
in New Zealand. We remain committed to returning value to all
Chief Operating Offi cer, Richard Tacon. Richard has over 30 years’
our stakeholders as we move towards becoming a pre-eminent
experience in both the New Zealand and Australian coal industries.
coal producer.
Richard joined Bathurst from Centennial Coal where he was General
Manager Western Operations. Originally from New Zealand, Richard
has now returned to be based in our Wellington offi ce.
With our focus clearly on New Zealand, we are currently in the process
CRAIG MUNRO | Non-Executive Chair HAMISH BOHANNAN | Managing Director
of building up a strong Wellington based management team.
5
For personal use onlyREVIEW OF OPERATIONS
THE 2012 FINANCIAL YEAR WAS A SIGNIFICANT
ONE FOR BATHURST WITH THE COMPANY
CEMENTING ITS PRESENCE IN NEW ZEALAND,
BEING WELL PLACED TO ACHIEVE ITS GOAL
OF BECOMING A MAJOR COAL PRODUCER.
The company’s operations are focussed on New Zealand’s
South Island with the Buller Coal Project near Westport on
the West Coast, the Takitimu mine at Nightcaps in Southland
and a coal handling and distribution centre in Timaru.
In March 2012, Bathurst underpinned its commitment to New Zealand
when the Prime Minister, the Right Hon. John Key, offi ciated at the
opening of the company’s offi ce in Wellington.
OPERATIONAL
Bathurst’s fl agship development is the Buller Coal Project, a high
quality export coking coal operation, targeting a 4 million tonne per
annum production profi le by 2018.
The fi rst substantive stage of the Buller Coal Project is Escarpment,
located on the historic Denniston Plateau adjacent to the Cascade
mine. The plateau has long been recognised as one of New Zealand’s
most signifi cant coal areas with a proud history of mining dating back
to the 1800’s. It produces valuable hard coking coal, sought by steel
makers all over the world.
Below: The Buller Coal Project
1, Seddonville, 2, North Buller,
3, Millerton, 4, Blackburn, 5, Deep Creek,
6, Coalbrookdale, 7 Whareatea West,
8, Cascade, 9, Escarpment
1
2
3
4
5
6
8
7
9
WESTPORT
6
For personal use onlyREVIEW OF OPERATIONS
Resource consents were granted for the Escarpment permit in August
2011. Whilst the consents were appealed, the company was successful
in resolving the fi rst of these through mediation and is now in the
process of working through the remaining two appeals.
The Buller Coal Project currently produces modest amounts of coal
from the Cascade mine on the edge of the Denniston Plateau, part of
the Eastern Resources Group acquisition which was fi nalised in March
2011. The Cascade mine was previously a small volume mine producing
coal for the local cement market. Production is now ramping up to
150,000 tonnes per annum of semi soft coking coal targeting the export
market. The coal from the Cascade mine is also in demand by the ferro
silicon metals market and trial shipments have already commenced
to an end user in Australia.
Drilling in the areas surrounding the Cascade mine has identifi ed further
coal adjacent to the current Mining Permit (MP), which will extend the
life of mine by up to eight years.
During 2012 the company completed the acquisition of the
Coalbrookdale assets, a strategic tenement package at South Buller
also adjacent to the company’s Escarpment permit and operating
Cascade mine. An access arrangement and wildlife permit authority have
been issued by the Department of Conservation for ongoing exploration
at Coalbrookdale. During the year, and subsequent to year end, a total
of 79 holes were drilled across the Coalbrookdale permits. Coalbrookdale
is currently fully consented for underground mining. The company
however the company is reviewing its development plans with a view
to making an application for open cast mining.
Drilling produced encouraging results at Bathurst’s Whareatea West
Exploration Permit (“EP”), concentrating on the western area, and the
adjacent West Plateau EP. An appraisal extension for a further two
years was granted for the Whareatea West EP.
Bathurst has continued exploration on the North Buller Project during
the year, with two rigs committed to an extensive programme to
delineate the extent of the resource across several permits in the area.
This programme is ongoing to prove up reserves with an aim of bringing
the fi rst permits into production in late 2016. The results of an
independent scoping study on North Buller are currently being reviewed.
Bathurst has now commenced infrastructure upgrades at the Ports of
Taranaki and Westport, securing a route to the export markets of South
East Asia and India. Coal facilities were installed at the deep water port
of Taranaki during the year. Similar facilities are currently being
constructed at Westport for completion in December 2012.
In Southland, mining operations at the Takitimu mine extended into
the adjoining Coaldale block to access a further six years of resource.
A new mining permit was granted as part of that extension.
At Albury, near Timaru, Bathurst holds Prospecting Permit 52484 over
an area of 838 square kilometres which is prospective for thermal coal.
During the year, desktop studies and trenching were undertaken to
defi ne areas of interest prior to making application for an EP.
7
L to R: Craig Pilcher, Eastern GM, , Pat McManus, Buller District Mayor,
Richard Tacon, Bathurst COO,
For personal use onlyREVIEW OF OPERATIONS
Eastern Coal
Takitimu Coal Limited (ML 37079)
The Takitimu mine is located at Nightcaps, north of Invercargill. Mining
operations originally commenced at Nightcaps in 1881. Sub-bituminous
coal from the open cut operations is railed to a number of major industrial
customers in the Southland, Otago and South Canterbury areas.
The resource in the main Takitimu pit will deplete by the end of the 2012
calendar year and operations have now expanded into the adjacent
Coaldale block. The original pit is progressively being backfi lled and
rehabilitated as fi nal coal winning takes place.
A tender for mining services for the Coaldale block was awarded
to NZ mining contractor, Stevenson Mining Limited.
The resource consent for the Coaldale extension was granted in July
2011, with approvals for a 24 hour/7 day a week operation if required.
MP 53614 was issued in June 2012 to cover a small tonnage of Crown
coal within the area. Stripping commenced in the block in April 2012
in conjunction with the construction of haul roads, and water treatment
and sediment control ponds. Coal winning from the Coaldale block
commenced in May 2012.
Access to the area was initially by way of a royalty agreement with
the landowner. In February 2012 an offer was made to acquire the
property on which Coaldale is located. For Bathurst, this was a strategic
acquisition that would substantially improve the project economics
at Takitimu.
Having access to the complete area of the property will also enable
the company to realise the full potential of the coal resource that exists
there. Further, it will result in a signifi cant reduction in the operating costs
of handling overburden and eventual rehabilitation. Under the landowner
agreement, overburden had to be transported to segregated stockpiles
at an area some distance away, incurring onerous haul costs. The ability
to locate overburden stockpiles in the immediate vicinity of the pit will
greatly reduce those costs. Additionally Bathurst will no longer be
required to make ongoing royalty payments to the land owner.
Full ownership of the land will also allow for access into other adjacent
areas prospective for quality sub bituminous coal. It also gives the
company an asset that can be sold when operations are completed.
In July 2012, subsequent to year end, Overseas Investment Offi ce
(“OIO”) approval was received to acquire the property and the
transaction will complete in December 2012.
8
L to R: John Low, Takitimu Coal operator, Mike Borthwick, consultant,
Sam Aarons, Bathurst GM Corporate Relations
PRODUCTION
Bathurst operates two coal mines in New Zealand, the
Takitimu Mine (Eastern Coal) and the Cascade Mine (Buller
Coal). Production fi gures of Takitimu and Cascade for the
year ended 30 June 2012 are set out below.
OPERATION
Eastern Coal
Buller Coal
TOTAL
PRODUCTION
OVERBURDEN
(Tonnes)
148,071
59,285
207,356
(BCM)
1,322,033
1,583,963
2,905,996
For personal use onlyREVIEW OF OPERATIONS
9
For personal use onlyREVIEW OF OPERATIONS
In April 2012, Deputy Prime Minister and Southland MP, the Hon
BULLER COAL PROJECT
Bill English, visited the Takitimu mine site to gain an insight into the
expansion plans which will see the production of over two million
tonnes of sub bituminous coal, creating jobs in the local community
and meeting the energy needs of the region.
Buller Coal
Cascade Coal Limited (MP 41455)
The Cascade mine is the fi rst production block in the South Buller
operation and is adjacent to the Escarpment and Coalbrookdale blocks.
The Cascade mine has historically produced approximately 45,000
tonnes per annum of high value, low contaminant coal for the local
industrial market.
During the year drilling identifi ed a signifi cant tonnage of coal in
the EP adjacent to the Cascade mine. Subsequent to period end,
an application was granted for an Extension of Land (“EOL”) to include
the area of additional resource under the existing MP. Production is now
planned to be ramped up to 150,000tpa by increasing the workforce,
introducing a 24 hour/ 7 day a week roster, and commissioning new
plant and equipment. This will open up the opportunity for export
sales in addition to fulfi lling contracted commitments in New Zealand.
Escarpment Resource Consents
Buller Coal Limited, Bathurst’s wholly owned subsidiary, was granted
resource consents for Escarpment by an independent panel of
commissioners representing the West Coast Regional Council and the
Buller District Council in August 2011.
The resource consents were appealed by three parties; the West Coast
Environmental Network Incorporated (“WCENT”), the Fairdown-
Whareatea Residents’ Association Incorporated (“Residents”) and the
Royal Forest & Bird Protection Society of New Zealand Incorporated
(“Forest & Bird”).
In December 2011, Bathurst entered into mediation with the Residents.
Concurrently with the mediation, Bathurst undertook a comprehensive
review of the Escarpment project which resulted in a revised plan,
resolving the Residents’ issues and incorporating improvements to the
infrastructure layout, further reducing the environmental impact of the
project on the plateau. The resultant changes have the support of the
Residents who withdrew their appeal on 27 April 2012 and published
a letter confi rming their full support of the project. The other parties
who “co-joined” in the Residents’ appeal agreed with the Residents’
Initial shipments of coal from the Cascade mine took place out of
application being withdrawn.
Westport in November through to Port Taranaki, New Plymouth.
Coal was also sent via the Port of Lyttelton to a ferro silicon producer
in Australia. Shipments through Westport have since halted whilst the
company constructs covered storage and improved coal handling
facilities there as the fi rst stage of its planned port upgrades.
Bathurst regards engagement on a local basis as fundamental to its
on-going operations, and was pleased to see a successful mediation
which turned community opposition into community support.
10
For personal use onlyREVIEW OF OPERATIONS
L: Denniston Plateau
On 27 March 2012, Bathurst attended a hearing in relation to the
Revised plan for Buller Coal Project
appeals before the New Zealand Environment Court. The purpose
During the mediation process with the Residents, Bathurst was able
of the hearing was to determine the validity of considering climate
to review the existing infrastructure plan for Escarpment, the fi rst stage
change as a factor in granting resource consents. On 30 April 2012,
of the Buller Coal Project. The company has now put in place an
Bathurst received a positive decision from Judge L J Newhook, the
improved plan which both addresses the Residents’ concerns and
Acting Principal Environment Judge.
The Court granted the declaration sought by the company that,
in considering applications for consent for the Escarpment project,
the Court cannot have any regard to the effects on climate change
provides greater long term benefi ts for the company. These include
an optimised mining schedule, more effi cient use of resources and
infrastructure, lower operating costs and a signifi cant reduction in
environmental effects.
of discharges into the air of greenhouse gases. The climate change
In creating the revised plan for the project, Bathurst tested the
declaration was appealed by Forest & Bird and WCENT. The appeal
assumptions on which Bathurst’s predecessor, L&M Coal Holdings
was heard by the High Court subsequent to the year end on 30 July
Limited’s (“L&M”) planning and permitting applications were made
2012, and on 24 August 2012 a decision was handed down upholding
whilst acknowledging the previous constraints upon L&M.
the original decision made by Judge Newhook.
The original proposal was based on mining the Escarpment block,
A further appeal was lodged by WCENT on 11 September 2012. At the
constructing a coal washing plant on the plateau and transporting
time of writing this report, an application for Leave to Appeal has been
the coal via a pipeline to a stockpile facility on the lowland at Fairdown.
made to the High Court. A decision is yet to be handed down on this.
Since the original proposal, Bathurst has acquired the Cascade,
Should the appeal be accepted, the parties should also receive an
Coalbrookdale and Whareatea West blocks, adjacent to Escarpment ,
indication of a hearing date at the same time.
The Environment Court has delivered a timetable for the hearing of the
remaining appeal. In accordance with the timetable, Buller Coal Limited
lodged its evidence with the Court on 18 June 2012. The hearing will
commence in Christchurch on Monday, 29 October 2012. The Court has
set aside four weeks for the hearing, as well as a two week break. The
fi nal week of the hearing will commence on Monday, 3 December 2012.
and is looking to acquire additional land on the coastal plain, which
has given the company more options for the location of infrastructure.
11
For personal use onlyREVIEW OF OPERATIONS
The revised plan eliminates the technical risk associated with the
Coal will be trucked from the North Buller sites to the stockpile area for
pipeline, commits to an aerial system of coal transportation, delivers a
benefi ciation and loading onto rail for export through the ports of
better capital profi le and signifi cantly reduces the environmental effects
Westport or Lyttelton.
of the Buller Coal Project.
In conjunction with the review of a scoping study of the area, two
It also incorporates an improved mine schedule for the Escarpment
drill rigs have been dedicated to drilling in North Buller during the year.
block based on the data from the recent drilling programme. The
These have been concentrated in the Seddonville area, mainly on land
schedule now provides for mining low ash virgin coal from the western
held by the Ngai Tahu Forest Estates Limited. Bathurst is also making
side of the mining area in the fi rst stages rather than the original plan
application for an Access Arrangement to drill the areas of Crown land
which was to fi rst recover coal from the old underground workings
held by the Department of Conservation within its North Buller permits.
where contamination with rocks and overburden is likely to have
occurred. Mining in this sequence will defer the immediate need for
a washplant as the virgin coal is saleable in its raw state.
Bathurst has employed a leading environmental consulting group to
commence a study of the environmental values of the Buller region.
The study will assess the known ecological, historical, recreational,
Initial production rates from Escarpment are expected to be
cultural and social values of the area. This information will be mapped
approximately 500,000 tpa as the coal will be trucked from the plateau
and the outcomes will feed into a planning process to assist Bathurst
until the new aerial transport infrastructure has been constructed and
to develop a long term strategic plan for the region.
permitted. Additionally some 150,000 tpa will continue to be trucked
from Cascade.
North Buller
The Buller Coal Project is expected to be fully funded, after allowing
for existing cash reserves and an anticipated US$90 million in borrowing
facilities available under agreements that Bathurst aims to conclude
North Buller is the next development target at the Buller Coal Project.
with its offtake partners in the coming months.
The North Buller prospects comprise Seddonville, Ngakawau, Millerton,
Fly Creek and Blackburn. Part of Seddonville is held under the Coal
Creek EP and the remaining deposits fall under the Buller EP.
Preliminary analysis indicates that the low ash, higher sulphur coal from
this area can be blended with South Buller coal to produce a premium
product. The revised location of the washplant for South Buller at the
new stockpile site on the coastal plain negates the requirement for
duplicated infrastructure for coal handling from the North Buller region.
Below L: Tammy Livermore, Cascade Coal truck driver
Below R: Jasmine Hoetjes, Buller Coal exploration geologist
12
For personal use onlyREVIEW OF OPERATIONS
Development of Buller Coal Project
The group comprises independent representatives with experience
In the last year Bathurst has signifi cantly developed the logistics plan
in the particular environmental needs and challenges posed by
for the Buller Coal Project. In January 2012, the company announced
operations in New Zealand. It also includes Mr Rob Lord,
the execution of a Deed of Ground Lease with Port Taranaki. This
an independent and non-executive director of Bathurst.
agreement marks a signifi cant milestone for the Buller Coal Project,
forming a key step in the logistics chain and further securing the route
to market. The lease allowed Bathurst to construct storage sheds
adjacent to a deep water berth to accept the incoming coal from the
The US operations of the company have now been wound up with the
State of Delaware cancelling the incorporation of Bathurst Resources
USA LLC on 1 June 2012.
port of Westport. The overall facility is large enough to allow for future
expansion as the company continues to develop and enter new projects.
FINANCIAL
Another key step in the logistics chain was secured in the previous
The group made a net loss before tax for the year of $25.9 million
fi nancial year by signing a Heads of Agreement with Westport Harbour
(2011: $15.1 million). The net loss before tax comprised of the following
Limited to give Bathurst exclusive use of a coal handling facility to ship
key items:
the coal from the Buller project. Bathurst will also enter into a joint
venture arrangement with Westport Harbour Limited to facilitate a
NZ$30 million (A$23.5 million) redevelopment of the existing port into
Operating mines
an effi cient bulk coal handling facility. Bathurst is currently fi nalising
Impairment loss
the documentation for this transaction.
Construction has recently commenced on stage one of this
redevelopment, with the building of a NZ$5 million (A$3.9 million)
9,000 tonne capacity storage facility which is expected to be completed
by December 2012. This facility will have the capability to receive coal
Deferred consideration fair value, foreign exchange,
and unwinding adjustments (see table below)
Project development costs expensed,
administration & support costs
Share based payments
by truck and later, by rail via an overhead conveyor. The new upgraded
Net interest revenue
facility will eventually have the ability to load vessels at either the river
wharf or the inner wharf. Nelson based fi rm, Brightwater Engineering,
has been engaged to design and construct the facility.
Net loss before tax
Income tax benefi t
Loss for the year after income tax
$’000
(895)
(6,365)
(8,893)
(13,193)
95
3,378
(25,873)
4,353
(21,520)
CORPORATE
Bathurst’s Wellington offi ce was offi cially opened by New Zealand Prime
Minister, Rt Hon John Key on 21 March 2012. The Wellington offi ce
underpins the company’s long term commitment to New Zealand and
will be the main offi ce for the New Zealand operations. The Prime
Minister acknowledged Bathurst’s activities as important in economic
terms for New Zealand. Bathurst also has project offi ces at Westport
and Nightcaps in the South Island and a coal handling and distribution
centre in Timaru.
In March 2012, Richard Tacon commenced as the company’s Chief
Operating Offi cer. Mr Tacon is based in the Wellington offi ce and is
Included in the $8.9 million loss relating to deferred consideration
adjustments (shown in the table below) is $7.0 million of unrealised
foreign exchange losses due to a weakening NZ dollar relative to the
US dollar (the deferred consideration is payable in US dollars). The
deferred consideration only becomes payable upon sales targets as
set out in note 17 to the fi nancial statements and as such is considered
to be naturally hedged against US dollar sales receipts expected at
the time the deferred consideration falls due.
ADJUSTMENT TO DEFERRED CONSIDERATION
Fair value gain (through income statement)
responsible for Bathurst’s existing coal mines and the development of
Foreign Exchange loss on deferred consideration
the high quality coking coal projects on the Denniston Plateau. Mr Tacon
Unwinding of discount rate
was born in New Zealand and has signifi cant experience in the local and
international coal industry in both underground and open cast operations.
Total income statement impact
of deferred consideration
$’000
1,905
(6,987)
(3,811)
(8,893)
During the year Bathurst announced the formation of an Environmental
Reference Group, chaired by eminent New Zealand conservationist,
Mr Guy Salmon. The group is called the “Kaitiaki Group”. Kaitiaki is
a Maori name which embodies the concept of guardianship of the
natural environment. It has been established to actively monitor and
guide Bathurst’s environmental performance and reports to the
Bathurst board.
In addition, the deferred consideration adjustment includes
a $1.9 million fair value gain and $3.8 million of fi nance charges.
The accounting standards require deferred consideration to be
defl ated to refl ect the time value of money, as the repayment
date for the deferred consideration draws nearer the effect of this
defl ation is unwound to the income statement.
13
For personal use onlyREVIEW OF OPERATIONS
During the year a review and analysis of the Eastern Coal business
was undertaken which noted a coal supply contract with negative
margins. As a result of this review an impairment loss of $6.4 million
was recorded against the assets of the Eastern Coal business.
The review of the Eastern Coal business continues and business
improvement initiatives are to be implemented.
The cash outfl ow for the group for the year was $33.9 million (2011:
$79.0m infl ow) which included operating cash outfl ows of $7.1 million
(2011: $6.0 million). The operational cash out fl ow comprised:
Operating mines
Net interest received
Project development, administration & support
costs paid
Income taxes paid
Cash out fl ow from operations
$’000
504
3,711
(10,224)
(1,081)
(7,090)
Operating mine cash fl ows were adversely impacted during the year
as the operations extinguished current mining blocks and moved into
new areas at both the Cascade and Takitimu operations. When steady
state export sales from Buller are established, the cash fl ows from
mining operations are expected to improve. Income taxes paid related
to profi ts generated in the 2011 fi nancial year.
Other signifi cant cash fl ows for the year include the settlement of
the Coalbrookdale asset acquisition for $7.4 million, payments for
property, plant and equipment of $8.5 million and exploration,
evaluation, and consenting costs of $8.2 million.
During the year, $3.0 million was raised on the issue of shares on the
exercise of options, including $0.1 million received for shares issued
in July 2012.
The consolidated entity had $53.8 million cash on hand at 30 June
2012 (30 June 2011: $87.4 million).
Top: Ainsley Ferrier, Buller Coal mine planning manager
Bottom: Tony Fox, Cascade Coal mine manager
14
For personal use onlyREVIEW OF OPERATIONS
BATHURST RESOURCES PLACES A STRONG
EMPHASIS ON ENGAGEMENT – WITH OUR
STAFF, CONTRACTORS AND STAKEHOLDERS,
WITH OUR SHAREHOLDERS, AND WITH THE
COMMUNITIES IN WHICH WE WORK.
The company is committed to regular communications through newsletters, website updates, and presentations
to investors, and business and community interest groups. Click on www.youtube.com/bathurstresources to view
our YouTube site for video clips on the Escarpment project, our people, and local community stakeholders.
Visit our website on www.bathurstresources.co.nz
Email the company direct on info@bathurstresources.co.nz
15
For personal use onlySUSTAINABILITY
THE COMPANY’S APPROACH TO
SUSTAINABILITY IS BASED ON A MODERN
DEFINITION OF SUSTAINABLE DEVELOPMENT,
WHICH IS “ENSURING A BETTER QUALITY
OF LIFE FOR EVERYONE, NOW AND FOR
GENERATIONS TO COME.
The South Island iwi of Ngai Tahu eloquently capture
this principle in their vision:
-
-
-
Mo tatou, a, mo ka uri a muri ake nei:
For us and our children after us.
-
-
-
Bathurst supports this vision and is committed to
delivering positive outcomes for present and future
generations through careful stewardship of its assets,
resources and activities.
PEOPLE, COMMUNITIES, ENVIRONMENT
At the heart of the Bathurst family of businesses is the safety and
wellbeing of its people as well as the health and welfare of those
in the communities in which it works. Sound environmental
management is also paramount to Bathurst’s values.
As a miner, Bathurst is immersed in understanding environmental
impacts through geological surveys, environmental planning,
management of infrastructure, and extraction of natural resources,
regeneration of natural landforms and habitats, and reinvestment
in the conservation estate.
ENVIRONMENT
OUR PEOPLE
COMMUNITIES
OUR PEOPLE
The wellbeing of Bathurst’s people, both employees and contractors,
and those who live near its operations, is the company’s fi rst priority.
Every person who joins the company is provided with comprehensive
training in health and safety practices, resulting in a workforce that
emphasises trust, respect and safety awareness.
Bathurst constantly monitors its health and safety performance
to ensure safe working practices are understood and followed,
and looks for ways to achieve continuous improvement.
“Bathurst is committed to the responsible care
of its employees, contractors and local
communities”
16
For personal use onlySUSTAINABILITY
COMMUNITIES
Bathurst is focused on being a good neighbour and sharing
the benefi ts of its projects with the communities in which
it operates through business partnerships and community-
based initiatives.
Supporting local businesses
Community sponsorship
Throughout 2011-12, Bathurst continued to develop its community
involvement in a number of areas, including:
‧
Inaugural Buller Coal scholarship for Buller High School graduate
Renee Straker to study science at the University of Canterbury
‧
Sponsorship of the Denniston Chaingrinder mountain bike event
Through its Buller Coal subsidiary in Westport, Bathurst has formed
in Westport
alliances with West Coast businesses that provide services to the
‧
Support for the Denniston Hill Climb motorcar rally in Westport
company’s mine sites.
“Bathurst works with neighbours, employees,
community groups and other stakeholders to
add value to the communities in the company’s
operational areas”
Community liaison
At its Takitimu mine at Nightcaps in Southland, Bathurst Resources
subsidiary, Eastern Coal has established a successful relationship
with the local Community Development Association and has regular
interaction with neighbours, local residents and businesses of the region
to anticipate and assist in resolving issues relating to the company’s
mining activities. Buller Coal is in the process of establishing a similar
group in Westport as an integral component of the Buller Coal Project.
‧
Sponsorship of Buller Rugby Union
‧
Eastern Coal’s sponsorship of NZ Safety’s 1,300km Tour
of New Zealand cycle race
‧
Support for Timaru’s Caroline Bay Aquatic Centre
‧
Support for Nightcap’s primary schools
‧
Sponsorship of the Gowan Mountain Bike race
Below: Buller Coal mountain bike team L to R: Jasmine Hoetjes,
Michael Kingsbury, Marianne Rogers, GM Buller Coal, Howie Wilson
Below R: Renee Straker, scholarship winner
17
For personal use only
SUSTAINABILITY
“ WE ARE WORKING TO ACHIEVE BEST
PRACTICE IN MANAGING THE ENVIRONMENTAL
AND SOCIAL IMPACTS OF OUR MINING AND
PROCESSING OPERATIONS.”
ENVIRONMENT
Bathurst understands the importance New Zealanders place
on the natural environment.
The group reports to the Bathurst board of directors and is tasked
with delivering commentary and advice on the company’s performance
to achieve the following outcomes:
The company shares this view, and has laid the foundations
for best practice in environmental management of its mining
activities.
‧
environmental best practice by management and staff
‧
best practice environmental decision-making processes and policies
‧
responsiveness to the changing needs and expectations
This includes the establishment of the Kaitiaki Environmental
Reference Group to monitor the company’s environmental
performance, ensuring that rehabilitation is a central part of
operations. Bathurst is also proposing a range of biodiversity
off sets and compensation to protect plants and animals in
and around the Denniston Plateau to ensure an overall and
ongoing net benefi t to the conservation estate.
Kaitiaki Environmental Reference Group
In September 2011, Bathurst established the Kaitiaki Environmental
Reference Group - an independent body charged with actively
monitoring and guiding Bathurst’s environmental performance.
Kaitiaki is a Maori term which embodies the concept of guardianship
of the natural environment.
The Kaitiaki Group is an initiative by Bathurst to ensure that the
company applies best practice in its environmental management
by providing a forum for discussion between the company and its
relevant stakeholders on environmental issues.
of stakeholders
‧
assurance of Bathurst’s record of responsible, environmental
stewardship
The Kaitiaki Group is chaired by Guy Salmon – a renowned
New Zealand conservationist and Executive Director of the Ecologic
Foundation, an independent sustainability think tank, based in Nelson,
New Zealand.
Other members include Dr Colin Meurk, an ecologist and restoration
specialist at Lincoln University’s Landcare Research; Peter Hansen,
a Brisbane-based specialist in the environmental management of coal
mines; Toko Kapea, a lawyer and iwi liaison specialist; and Rob Lord,
a graduate in chemistry and zoology from the University of Waikato,
and a non-executive director of Bathurst.
At Buller, the Kaitiaki Group aims to work with other interested parties
to defi ne areas of the Denniston Plateau that should be protected for
their biodiversity value, as a large conservation reserve.
This underpins Bathurst’s belief that mining activity and a conservation
reserve can successfully co-exist.
18
For personal use onlySUSTAINABILITY
19
For personal use onlySUSTAINABILITY
Environmental rehabilitation
As part of its commitment to best practice environmental management,
Bathurst has devised a carefully-phased rehabilitation programme that
enables ecosystems to thrive during operations, and after mining
activities have ended.
The overall goal is to create environmental conditions that are
compatible with the natural landscape, and from which an indigenous
ecosystem can thrive post mining.
Bathurst’s approach involves the staged application of rehabilitation
activities during exploration and development phases as well as during
the actual mining activities, as opposed to undertaking large-scale
rehabilitation works at the conclusion of mining. The aim is to disturb
as little area as possible for the shortest period of time.
One of the rehabilitation techniques employed on the Denniston
Plateau will be Vegetation Direct Transfer (VDT), where vegetation
and soil is moved directly from one site to another. This process
has already been used by Bathurst to rehabilitate parts of its
Coalbrookdale stockpile site.
A digger lifts the vegetation and immediate subsoil in one intact
layer and transfers it to another site, resulting in immediate cover.
Supplementary seeding and planting is undertaken to boost the
overall recovery of the transferred shrubs and plants. This technique,
as practised by Bathurst and other companies, has been used exten-
sively with excellent results in the rehabilitation of indigenous bush in high
At Escarpment, the company has proposed a programme of predator
altitude plateau environments similar to that of the Denniston Plateau.
Bathurst is also committed to undertaking appropriate biodiversity offset
and compensation programmes to ensure a net enviromental gain.
management over 5,620 hectares of the Heaphy region with the
Department of Conservation for at least 35 years to help protect
and monitor populations of the Great Spotted Kiwi.
“Bathurst is dedicated to the responsible extraction
and use of the mineral resource in a manner that
respects the historical, cultural and environmental
associations in the local area of operation and that
has a positive impact on both the regional and
national economies.”
Image, below: ‘Cut and Cover’ mining
operations and mine rehabilitation.
At Takitimu, whilst mining and associated land disturbance is all on
agricultural land, rehabilitation is still of high importance and an integral
part of the mining process. Overburden material is stored in segregated
stockpiles which are revegetated whilst in storage for erosion and
dust mitigation.
The soil is reinstated in its original layers and reformed to follow
the pre-mining contours as close as practicable.
After site stabilisation, topsoils are reinstated and sown in pasture,
at which point the land use can revert back to farming.
VV
Vegetation Direct
Transfer
VV
Vegetation Removal
Removing
Overburden
Mining Coal
Seam
Replacing
Overburden
Overburden Covered
With Capping Material
VV
Vegetation Direct
Transfer
VV
Vegetation Placement
COAL SEAM
20
For personal use onlySUSTAINABILITY
THE FUTURE
In mid-2012, Bathurst was invited to join the Sustainable Business
Council – a partnership between Business New Zealand’s Sustainable
Business Forum and the Business Council for Sustainable Development.
The SBC is New Zealand’s peak business sustainability body.
In future, Bathurst Resources will report on its sustainable development
progress, using the SBC’s framework for Sustainable Development
Reporting (SDR), which takes into account economic, environmental
and social impacts.
“Bathurst looks forward to continuing to make
signifi cant positive contributions to the economy
and community, while mitigating its environmental
impacts and ensuring the company delivers a net
environmental gain to New Zealand’s conservation
estate for generations to come.”
Above: Plant nursery at Westport - As part of Buller
Coal’s rehabilitation programme, local plants are
propagated from seed, cuttings and wildings.
Once the plants reach a certain size, they are
then planted in areas for restoration.
ENVIRONMENT
ECONOMIC
SOCIAL
21
For personal use onlySUSTAINABILITY
BULLER COAL WORKS CLOSELY
WITH THE DEPARTMENT OF CONSERVATION
TO ENSURE THE PROTECTION OF
NEW ZEALAND’S UNIQUE SPECIES.
PROTECTING THE KIWI
The Great Spotted Kiwi is endemic to the South Island of New Zealand.
Once numerous, there are now less than 16,000 in total, almost all of
which are found in the higher altitude areas of northwest Nelson, the
Paparoa Range, and near Arthur’s Pass. Their population is estimated
to be declining at about 2% per annum and their main threat is
predation from stoats.
The Great Spotted Kiwi is the tallest kiwi, at about 45 centimetres tall.
The birds have only one mate at a time and generally mate for life. One
pair’s territory can be 25 hectares in size. The breeding season begins
in June and ends in March, so any mining related activities that are
undertaken during this period in areas known to be kiwi habitats are
preceded by a search to identify any evidence of breeding. If any eggs
or chicks are discovered in areas that may be impacted by activity, they
are removed to a safe rearing facility. Once the chicks attain a predator
proof size of around 1kg they are released back into the wild.
In September, a search for Great Spotted Kiwi nests was conducted
in the area marked for the expansion of the Cascade mine. Buller Coal
staff worked alongside contractors, James Fraser and Natasha Coad
from consultancy ‘With a Nose for Conservation’. This company
specialises in locating threatened bird species using a specially trained
and certifi ed dog team.
They found no evidence of nests or dependent chicks. A male kiwi call
was heard and an adult female bird was located. She showed no signs
of breeding and was released. The proposed area for disturbance was
only a small part of the pair’s overall territory and the birds identifi ed will
easily relocate to the undisturbed areas without any impact on their
breeding cycle.
Top L: James Fraser, consultant, Top R: ‘Percy’
Middle from L: Nathasha Coad and James Fraser,
consultants, with dogs, ‘Percy’ and ‘Breeze’
Bottom R: Cascade mine site
Opp Page: Trish Costelloe, Buller Coal
environmental planner
22
For personal use onlySUSTAINABILITY
23
For personal use onlyOUR PEOPLE
EXECUTIVE MANAGEMENT TEAM
RICHARD TACON
Chief Operating Offi cer
Since starting his career in the 1970s, Richard has worked in almost
The business was bought by Eastern Corporation in 2006, and Craig
joined the company as Marketing Manager and then Operations
Manager, playing a key role in the establishment and growth of the
Takitimu and Cascade coal mines.
every role in the coal mining industry.
Craig joined Bathurst as General Manager of Eastern Coal when the
His fi rst job in the industry was at Greymouth’s Liverpool State Mine,
owned by the New Zealand Government. He moved to Australia to
further his mining career. Following his work at the coalface, he went on
to hold several management roles in mines around Australia, working his
way from undermanager to general manager. Richard has held senior
leadership roles for the past decade.
Eastern assets were aquired in March 2011. He is based in Timaru
at Bathurst’s coal handling and distribution centre.
MARIANNE ROGERS
General Manager, Buller Operations
Marianne was a recipient of the State Coal Mines scholarship in
New Zealand and since then has spent over 20 years in the mining
Richard holds fi rst, second and third class coal mining qualifi cations
sector. She was the fi rst female to graduate with a Bachelor of
and studied at the Otago School of Mining. He has also spent 15 years
Engineering in Mining from the University of Auckland.
on a rescue crew, making him familiar with the principles and practice
of mine safety.
After graduating in 1991, Marianne began her career as an underground
miner for Mount Isa Mines in Queensland. Since then she has worked as
After living and working in Australia for 32 years, Richard returned
a Senior Leaching Engineer for Adelaide Brighton Cement Limited,
to New Zealand to take up his current post with Bathurst.
a registered Underground Mine Manager for Australian Resources
CRAIG PILCHER
General Manager, Eastern Coal Limited
Craig has extensive engineering experience with both coal and oil-fi red
steam boiler installations and maintenance, as well as refrigeration,
marine, plant maintenance and general engineering.
Born in South Canterbury, Craig’s fi rst career was as an A-grade fi tter
and welder, undertaking regular coal and oil steam boiler installations.
After a period as plant engineer and construction diver at the Port of
Timaru, Craig became owner and director of a South Island coal
supply business in 1997.
Limited and as a Senior Mining Engineer for International Mining
Consultants Pty Limited.
In 2005, Marianne completed a Bachelor of Law with First Class
Honours at Queensland University of Technology and after working
at Minter Ellison, returned to mining with Peabody Energy before
joining Bathurst.
Marianne returned to New Zealand to take up her position with Bathurst,
based in Westport.
Top L: Sam Aarons, Middle: Craig Pilcher, Top R: Marianne Rogers,
Bottom R: Tim Manners, Bottom L: Richard Tacon.
24
For personal use onlyOUR PEOPLE
GERALD COOPER
Executive General Manager Engineering & Construction
Gerry has 35 years’ experience in the marine, mining and electricity
generation industries and is a member of the Australian Institute
of Company Directors.
After graduating as a Marine Engineer in London in 1976, he travelled
the world, working as a seagoing engineer before moving onto the
power generation fi eld.
Gerry has held engineering and maintenance roles for Monadelphous
Engineering, Cyprus Gold, Arimco, Copper Mines of Tasmania,
Pegasus Gold, Acacia Resources and WMCF Phosphate Hill.
He has been Engineering Manager for AshantiGold in Guinea and
Iluka Resources in the United States, Group Engineering Manager
for IAMGold, and Vice President, Engineering and Maintenance
with Braemore Resources in Australia.
Gerry is based in Bathurst’s Wellington offi ce.
TIM MANNERS
Chief Financial Offi cer/Company Secretary
Tim has 20 years’ experience in fi nance and accounting in the mining
industry and is a Fellow of the Institute of Chartered Accountants in
Australia.
After graduating with a Bachelor of Business, he began his career
at Ernst & Young, where he gained his professional qualifi cations.
He then spent seven years with Sons of Gwalia in Western Australia,
moving from junior accountant to accounting general manager.
He has been Chief Financial Offi cer for Western Areas NL, where
he played a leading role in establishing a dual listing for the company
on the Toronto Stock Exchange, and CFO of Perilya the base metals
miner in NSW, before joining Bathurst.
Tim is also a member of the Institute of Company Directors and the
Chartered Institute of Company Secretaries in Australia. He is based
in the company’s Perth offi ce.
SAM AARONS
General Manager Corporate Relations
Sam’s background is advertising, marketing and commercial
management. She worked with several major advertising agencies in
Melbourne, before spending 14 years as a Divisional General Manager
Top L: Craig Munro, Top R; Hamish Bohannan, Middle: Gerry
Cooper, Bottom R: Malcolm McPherson, Bottom L: Rob Lord.
for Henry Walker Eltin, a large civil and mining contracting company
(now Leighton’s Contracting). During this period she also served with
the Royal Australian Navy Reserves as Public Relations Offi cer for the
Darwin Port Division.
She joined Eastern Resources Group as Manager, Corporate Relations &
Business Development, a position she held for 8 years. Her role
with Eastern focussed on growing the company’s mining operations in
New Zealand, developing existing tenements and sourcing new projects.
BOARD OF DIRECTORS
Craig Munro – Non-Executive Chair
Hamish Bohannan – Gerald Cooper – Executive Director
Rob Lord – Non-Executive Director
Malcolm McPherson – Non-Executive Director
Profi les of the board members can be found on pages 30-32
Sam joined the Bathurst team following its acquisition of the Eastern
of the Directors’ Report – Information on Directors.
assets and relocated to Wellington in 2011.
25
For personal use onlyCOAL
COAL FORMS THE FOUNDATION FOR MANY
OF THE MODERN PRODUCTS AND SERVICES
IN THE WORLD TODAY AND TOUCHES ALL
ASPECTS OF MODERN LIVING.
COAL
A foundation stone for modern living.
ENERGY
Hard coking (metallurgical) coal is used in iron smelters to create hard,
fl exible steel, which in turn forms the basis of buildings and bridges,
automobiles and aeroplanes, and even wind turbines.
In short, coal is pervasive. It can be found associated with almost
everything that can be seen, heard, touched, and consumed. And it’s
a natural resource – the result of plant matter that’s been buried and
compacted for millions of years.
The resource is mined, washed, refi ned and blended with other materials
to generate products that contribute to increased quality of life and living
standards around the world.
The following list outlines the main uses of coal through
modern products and services.
SHELTER
Steel and cement for construction of buildings and structures
WARMTH
Direct heat and through electricity generation
Heating in food processing, swimming pools, hospitals
PROCESSING
Coal is integral to wool processing and leather tanning
FOOD PRODUCTION
Fertilisers and nitric acid
TRANSPORT
Aeroplanes, bridges, buses, cars, ships, and trains
PERSONAL HYGIENE
Silicones for soap, toothpaste, shampoo and cosmetics
MEDICAL EQUIPMENT
Surgical instruments and carbon fi lters, e.g. For dialysis machines
COMPUTERS
Silicon chips for computers
RENEWABLE ENERGY
Steel for wind turbines and plastics for solar panels
SPORTING EQUIPMENT
Carbon fi bre for bicycles, fi shing rods, golf clubs, and tennis racquets
26
For personal use onlySECTION
TWO
Financial Statements
Directors’ Report
Auditor’s Independence Declaration
Corporate Governance Statement
28
44
45
ASX Principles Compliance Statement 51
Financial Statements
Directors’ Declaration
Independent Auditor’s Report
54
100
101
2727
For personal use onlyDIRECTORS’ REPORT
DIRECTORS’ REPORT
30 JUNE 2012
DIRECTORS’ REPORT
Your directors present their report on the consolidated entity (“the group”) consisting of Bathurst Resources Limited (“Bathurst” or “the company”)
and the entities it controlled at the end of, or during, the year ended 30 June 2012.
DIRECTORS
The following persons were directors of Bathurst Resources Limited at any time during the whole of the fi nancial year and up to the date of this report:
Craig Munro
Non-Executive Chair
Hamish Bohannan
Managing Director
Gerald Cooper
Executive Director
Rob Lord
Non-Executive Director
Malcolm Macpherson
Non-Executive Director
PRINCIPAL ACTIVITIES
During the year the principal continuing activities of the group consisted of:
‧
the production of coal in New Zealand; and
‧
the exploration and development of coal mining assets in New Zealand.
DIVIDENDS
No dividend was paid or declared during the current or prior fi nancial year and the directors do not recommend the payment of a dividend.
REVIEW OF OPERATIONS & SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
As per Class Order 98/2395 issued by Australian Securities and Investments Commission, information on the review of operations and fi nancial
position of the group is set out in the ‘Review of Operations’ on pages 6 to 14 of this annual report.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
Bathurst’s wholly owned subsidiary, Takitimu Coal Limited, completed the strategic acquisition of the adjoining property at its Takitimu operations
at Nightcaps for NZ$14.2 million (A$11.1 million), following successful negotiations with the landowner. The purchase of the land received the
required approval from the Overseas Investment Offi ce of New Zealand on 25 July 2012.
Overall Bathurst considers the purchase of the land to be a key strategic acquisition which will substantially improve the economics of the
Takitimu operations that continue to generate positive operational cash fl ows. It also gives the company an asset that can be sold when
operations are completed.
28
For personal use onlyDIRECTORS’ REPORT
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
The operations of the group are expected to expand over the next year with the construction of infrastructure to support the Buller Coal Project
and the resolution of the appeals against the resource consents for the Escarpment project.
ENVIRONMENTAL REGULATION
The Bathurst group’s exploration and mining activities are subject to a range of environmental regulations which govern how the group carries
out its business. These regulations are set out below.
Mine development approvals
Bathurst is required to obtain resource consents under the Resource Management Act 1991 (“RMA”). A resource consent is required for mining
activities and the construction / development of infrastructure within the permit area. In addition to this, under the Crown Minerals Act 1991
and the Conservation Act 1987, Bathurst must enter into concession agreements and access arrangements with New Zealand’s Department
of Conservation to enter and operate on Crown land. The relevant authorities are consulted throughout the approvals process, and to the best
of the directors’ knowledge, all approval activities have been undertaken in compliance with the requirements of the RMA, Crown Minerals Act
and Conservation Act.
Exploration activities
In order to enter Crown land and engage in exploration activities, Bathurst must enter into an Access Arrangement Concession Agreement with
New Zealand’s Department of Conservation, as required under the Crown Minerals Act 1991 and the Conservation Act 1987. Bathurst has, to the
best of the directors’ knowledge, entered into all of the appropriate agreements and acted in accordance with those agreements in regards to
engaging in exploration activities on Crown land.
Mining activities
The mining activities of the group are regulated by the resource consents that grant Bathurst the right to engage in the mining activity. The resource
consents involve both the District and Regional Councils. In addition to this, a mining permit or licence is required to engage in mining activities on
Crown land. These permits/licences are issued by the Ministry of Economic Development under the Crown Minerals Act 1991. Conditions around
water and air discharges that result from the mining operations are governed by the resource consent that the operation is operating under.
The mining operations of Bathurst are inspected on a regular basis and no instances of non-compliance have been noted.
Hazardous substances
Mining activities involve the storage and use of hazardous substances, including fuel. Bathurst must comply with the Hazardous Substances
and New Organisms Act 1996 when handling hazardous materials. To the best of the directors’ knowledge, no instances of non-compliance
have been noted.
Emissions Trading Scheme
The New Zealand Emissions Trading Scheme (“NZ ETS”) came into effect from 1 July 2010 which essentially makes Bathurst liable for greenhouse
gas emissions associated with coal sold in New Zealand and for the fugitive emissions from coal seams exposed in New Zealand. Bathurst’s liability
is based on the type and quantity of coal tonnes sold, with the cost of such being passed onto Bathurst’s customers.
29
For personal use onlyDIRECTORS’ REPORT
DIRECTORS’ REPORT
30 JUNE 2012
INFORMATION ON DIRECTORS
Mr Craig Munro
FCPA, FAusIMM, FAICD
Non-Executive Chair
Experience and expertise
Craig Munro is a Certifi ed Practicing Accountant with over 40 years’ experience in the mining industry. He was previously Senior Vice President
Corporate & Finance and Chief Financial Offi cer of Anvil Mining Limited. He has been both an executive director and non-executive director of
a number of listed companies since 1990. He is currently a director of Energy and Minerals Australia Limited and was previously a director of
Humanis Group Limited and Pegasus Metals Limited.
Other current directorships of listed companies
Energy and Minerals Australia Limited – Non-Executive Director
Former directorships in last 3 years of listed companies
Humanis Group Limited – Non-Executive Director
Pegasus Metals Limited
Special responsibilities
Chair of the board
Member of remuneration & nomination committee
Member of audit committee
Interests in shares and options
462,526 fully paid ordinary shares in Bathurst Resources Limited
4,500,000 unlisted options over ordinary shares in Bathurst Resources Limited
Mr Hamish Bohannan
BEngSc Hons Mining, MEngSc Rock Mechanics, MBA, FAusIMM, CEng, MIMM, MAICD
Managing Director
Experience and expertise
Hamish Bohannan is a Mining Engineer with over 35 years’ experience in the resources industry, starting as a miner with Gold Fields Limited in
South Africa before completing a degree at the Royal School of Mines. Whilst much of his experience has been in underground mining, he has
been actively involved in many areas of the industry including dredging and open cut mining, processing and smelting having worked around the
globe in various metals from copper and gold to nickel and mineral sands. Previously Chief Executive Offi cer of Braemore Resources, Mr Bohannan
has also held executive positions with Cyprus Minerals, WMC Limited, Iluka Resources and IAMGold. Mr Bohannan is a director of Straterra,
the New Zealand resource sector industry association and of the Coal Association of New Zealand.
Other current directorships of listed companies
Nil
Former directorships in last 3 years of listed companies
Phillips River Mining Limited (previously Tectonic Resources NL) – Non-Executive Chair
Special responsibilities
Managing Director
Interests in shares and options
10,605,000 fully paid ordinary shares in Bathurst Resources Limited
10,000,000 unlisted options over ordinary shares in Bathurst Resources Limited
30
For personal use onlyDIRECTORS’ REPORT
Mr Gerald Cooper
MAICD
Executive Director
Experience and expertise
Gerald Cooper is a qualifi ed Marine Engineer who served for a number of years as a seagoing engineer before moving onto the power generation
fi eld. Following emigration to Australia, he worked within the mining industry in engineering & maintenance related roles for Monadelphous
Engineering, Cyprus Gold, Arimco, Copper Mines of Tasmania, Pegasus Gold, Acacia Resources and WMCF Phosphate Hill.
Mr Cooper subsequently moved overseas to work for AshantiGold in Guinea and Iluka Resources in the United States. Mr Cooper was group engineering
manager for IAMGold before returning to Australia in 2007 and taking up a position as VP Engineering & Maintenance with Braemore Resources.
Other current directorships of listed companies
None
Former directorships in last 3 years of listed companies
None
Special responsibilities
General Manager – Engineering & Construction
Interests in shares and options
560,000 fully paid ordinary shares in Bathurst Resources Limited
7,500,000 unlisted options over ordinary shares in Bathurst Resources Limited
Mr Rob Lord
BSc, MBA
Non-Executive Director
Experience and expertise
Rob Lord is currently Regional Director Oceania for Wallenius Wilhelmsen Logistics AS, a global shipping and logistics company specialising
in the movement of vehicles and heavy and specialised cargo such as – mining and construction equipment, rail cars and power generators.
Prior to this he was the Managing Director and Chief Executive Offi cer of Gloucester Coal Ltd a successful ASX 200 publically listed company
specialising in coal mining and marketing.
Before his appointment at Gloucester Coal, Mr Lord worked in the pulp and paper industry for many years, most recently as executive vice president
responsible for the Australasian operations of Norwegian-based Norske Skog. Mr Lord has also worked in a variety of senior international marketing
and sales roles including head of marketing and sales roles at Norske Skog Australasia, Fletcher Challenge Paper Australasia and Tasman Pulp and
Paper in New Zealand. Mr Lord is a director of Norske Skog Industries Australia Limited which is an unlisted public company.
Other current directorships of listed companies
None
Former directorships in last 3 years of listed companies
Gloucester Coal Limited – Managing Director
Special responsibilities
Member of remuneration & nomination committee
Chair of audit committee
Interests in shares and options
530,938 fully paid ordinary shares in Bathurst Resources Limited
3,500,000 unlisted options over ordinary shares in Bathurst Resources Limited
31
For personal use onlyDIRECTORS’ REPORT
DIRECTORS’ REPORT
30 JUNE 2012
INFORMATION ON DIRECTORS (CONTINUED)
Mr Malcolm Macpherson
BSc, Cert.Acctg, FAICD, FAusIMM, FTSE
Non-Executive Director
Experience and expertise
Malcolm Macpherson is an experienced business leader in the resources sector in Australia and overseas. Mr Macpherson held a successful
seven year tenure as Managing Director and Chief Executive Offi cer of Iluka Resources Limited.
Mr Macpherson has held board positions with other notable companies and organisations such as Portman Limited, Eltin Limited, and Western
Power Corporation (as chair). Mr Macpherson has also had active roles in research and innovation, including an advisory role to the CSIRO.
Other current directorships of listed companies
Pluton Resources Limited – Non-Executive Chair
Titanium Corporation Limited – Non-Executive Director
Former directorships in last 3 years of listed companies
Minara Resources Limited – Non-Executive Chair
Range River Gold Limited – Non-Executive Director
Special responsibilities
Chair of remuneration & nomination committee
Member of audit committee
Interests in shares and options
100,000 fully paid ordinary shares in Bathurst Resources Limited
2,000,000 unlisted options over ordinary shares in Bathurst Resources Limited
COMPANY SECRETARY
Mr Tim Manners BBus, FCA, ACIS, MAICD is a Joint Company Secretary and the Chief Financial Offi cer. Mr Manners became the Joint Company
Secretary upon the appointment of Laura McMahon Blechynden on 27 March 2012. Mr Manners has over 18 years’ experience in senior fi nancial
positions within the resources sector.
Miss Laura McMahon Blechynden, BA, LLB was appointed as a Joint Company Secretary and Legal Counsel on 27 March 2012. Laura has
extensive experience in a wide range of corporate and commercial matters within the resources sector including public and private equity fund
raisings, due diligence, mergers, acquisitions and divestments.
32
For personal use onlyDIRECTORS’ REPORT
MEETINGS OF DIRECTORS
The number of meetings of the company’s board of directors and of each board committee held during the year ended 30 June 2012,
and the numbers of meetings attended by each director were:
Full meetings of directors
Meetings of committees
Audit
Remuneration / Nomination
A
14
14
13
14
14
B
14
14
14
14
14
A
6
**
**
6
6
B
6
**
**
6
6
A
3
**
**
3
3
B
3
**
**
3
3
Craig Munro
Hamish Bohannan
Gerald Cooper
Rob Lord
Malcolm Macpherson
A = number of meetings attended
B = number of meetings held during the time the director held offi ce or was a member of the committee during the year
** = not a member of the relevant committee
REMUNERATION REPORT
This remuneration report sets out the remuneration information for Bathurst Resources Limited’s non-executive directors, executive directors,
and other key management personnel.
Directors and executives disclosed in this report
Other key management personnel
Name
R Tacon
T Manners
Position
Chief Operating Offi cer
Chief Financial Offi cer / Joint Company Secretary
L McMahon Blechynden
Joint Company Secretary / Legal Counsel
M Rogers
A Thom
C Pilcher
M Brunsdon
General Manager – Buller operations
General Manager – Corporate development*
General Manager – Eastern operations
General Manager – Marketing*
* A Thom and M Brunsdon ceased employment with Bathurst on 30 April 2012 and 7 June 2012 respectively.
For information on non-executive and executive directors – refer to pages 30 to 32.
33
For personal use onlyDIRECTORS’ REPORT
DIRECTORS’ REPORT
30 JUNE 2012
REMUNERATION REPORT (CONTINUED)
Role of the remuneration & nomination committee
The remuneration & nomination committee (“R&N committee”) is a sub-committee of the Bathurst board. The R&N committee is responsible for
making recommendations to the board on remuneration matters such as non-executive director fees, executive remuneration for directors and
other executives, and the over-arching executive remuneration policy and incentive schemes.
The objective of the R&N committee is to ensure that the company’s remuneration policies and structures are fair and competitive and aligned
with the long-term interests of the company. The R&N committee draws on its own experience in remuneration matters and seeks advice from
independent remuneration consultants.
The Corporate Governance Statement provides further information on the role of the R&N committee.
Principles used to determine the nature and amount of remuneration
Non-executive directors
The fees and payments the company makes to its non-executive directors refl ect the level of responsibility attributed to board members and the
demands which are made on the directors’ time. Non-executive directors’ fees and payments are reviewed annually by the board. The board has
also considered the advice of independent remuneration consultants to ensure non-executive directors’ fees and payments are appropriate and in
line with industry standards. The fees paid to the chair are determined independently to the fees of non-executive directors. The chair is not present
at any discussions relating to determination of his own remuneration.
In previous years the company has granted non-executive directors unlisted options over ordinary shares in the company as a part of their
remuneration packages. The issue of options was to align the interests of directors and shareholders and compensate for reduced fees during
the company’s start-up phase. However, in the 2011 fi nancial year the company ceased the practice of issuing options to non-executive directors
with the company’s continued growth and its inclusion in the relevant ASX indices.
Directors’ fees
The current base fees were last reviewed with effect from 1 January 2011 and are inclusive of committee fees.
Non-executive directors’ fees are determined within an aggregate directors’ fee pool limit, which is periodically recommended for approval by
shareholders. The maximum currently stands at $800,000 per annum and was approved by shareholders at the general meeting on 18 April 2011.
The following fees have applied:
Base fees
Chair
Other non-executive directors
From 1 January 2011
1 July 2010 to 31 December 2010
$160,000
$80,000
$60,000
$36,000
Superannuation contributions required under the Australian superannuation guarantee legislation are made to directors and are deducted from
their overall fee entitlements.
Executive remuneration
The objective of the group’s executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered.
The framework aligns executive reward with achievement of strategic objectives and the creation of value for shareholders, and conforms with
industry practice.
The R&N committee ensures that executive pay is competitive and reasonable, as well as, acceptable to shareholders. The company ensures that
an executive’s remuneration is linked to that executive’s performance to ensure that the interests of the company and its executives are aligned.
The R&N committee determines executive remuneration to ensure transparency and to effectively manage capital.
In consultation with external remuneration consultants, the company has structured an executive remuneration framework that is market competitive
and complementary to the reward strategy of the organisation.
34
For personal use onlyDIRECTORS’ REPORT
The company believes that the policy for determining executive’s remuneration is aligned to shareholders’ interests because it focuses on sustained
growth in shareholder wealth by pushing growth in share price and delivering constant return on assets, as well as, focusing the executive on key
non-fi nancial drivers of value. Most importantly, the company ensures that its remuneration policy attracts and retains high calibre executives, who
in turn add value to the company and to the shareholders.
The company also believes that its remuneration policy for executives is aligned to the interests of its executives. The executive remuneration policy
rewards capability and experience and refl ects competitive reward for contribution to growth in shareholder wealth. The policy is transparent so it
provides a clear structure for earning rewards and provides recognition for contribution.
The framework provides a mix of fi xed and variable pay, and a blend of short and long-term incentives. As executives gain seniority with the group,
the balance of this mix shifts to a higher proportion of ‘at risk’ rewards.
The executive remuneration and reward framework has three components:
‧ base pay and benefi ts, including superannuation
‧ short-term performance incentives, and
‧
long-term incentives.
The combination of these comprises an executive’s total remuneration.
Base pay and benefi ts
Executives are offered a competitive base pay that comprises the fi xed component and rewards. External remuneration consultants provide analysis
and advice to ensure base pay is set to refl ect the market for a comparable role. Base pay for executives is reviewed annually to ensure the
executive’s remuneration is competitive with the market. An executive’s remuneration is also reviewed on promotion.
There are no guaranteed base pay increases included in any executives’ contracts.
Superannuation
Superannuation contributions required under the Australian superannuation guarantee legislation are made to executives and are in addition to the
base pay and benefi ts.
Short-term incentives
Bathurst’s short-term incentive plan is to provide cash bonuses to executives who exceed performance expectations. All payments under the short
term incentive scheme are made at the discretion of the R&N committee or the board. The short term incentives are determined according to the
executive’s performance during the preceding year. At the end of every fi nancial year the executives meet with their immediate manager to discuss
performance and set individual goals and targets for the coming year. Following meetings, the Managing Director will make recommendations for
cash bonuses for any executives who have performed exceptionally. The list of suggested short term incentives is then presented to the R&N
committee and must be approved before they are paid. The Managing Director’s performance is reviewed by the board. Depending on the results
of the review the board may award a short term incentive.
Long-term incentives
Long-term incentives have been previously provided to certain employees via the Bathurst Resources Limited Employee Share Option Plan which
was approved by shareholders at the 2010 Annual General Meeting (“AGM”). This plan is under review by the R&N committee. The participants and
the quantum of the long term incentive schemes are currently determined in the same manner as the short–term incentives. However, for the 2013
fi nancial year onwards the R&N committee has established a matrix of performance criteria that will be used to assess and award long term incentive
payments to senior staff.
35
For personal use onlyDIRECTORS’ REPORT
DIRECTORS’ REPORT
30 JUNE 2012
REMUNERATION REPORT (CONTINUED)
Use of remuneration consultants
In February 2011, the Chair employed the services of PwC to review its existing Employee Share Option Plan (“ESOP”) and to provide
recommendations in respect the ESOP. Under the terms of the engagement, PwC provided remuneration recommendations as defi ned
in section 9B of the Corporations Act 2001 and were paid $9,500 for these services in the 2012 fi nancial year.
PwC has confi rmed that the above recommendations have been made free from undue infl uence by members of Bathurst’s key
management personnel.
The following arrangements were made to ensure that the remuneration recommendation was made free from undue infl uence:
‧
PwC was engaged by, and reported directly to Craig Munro, the chair of the company;
‧
the remuneration recommendation was provided by PwC directly to Craig Munro; and
‧
PwC did not provide any member of management with a copy of the remuneration recommendation.
As a consequence, the board is satisfi ed that the recommendations were made free from undue infl uence from any members of the key
management personnel.
Voting and comments made at the Company’s 2011 Annual General Meeting
Bathurst’s remuneration report for the 2011 fi nancial year was passed by a show of hands. Over 80% of the proxy votes received by Bathurst were
in favour of the remuneration report. Bathurst did not receive any specifi c feedback at the AGM or throughout the year on its remuneration practices.
36
For personal use onlyDIRECTORS’ REPORT
Details of remuneration
Amounts of remuneration
Details of the remuneration of the directors and the key management personnel of the group for the current and previous fi nancial year are set out
Short-term employee benefi ts
Post-employment
benefi ts
Share based
payments
Cash salary and
fees
Cash
bonus
Non-monetary
benefi ts
Superannuation
$
$
$
-
-
-
36,209
-
-
-
-
-
-
-
-
160,000
73,395
73,395
545,004
350,000
100,470
350,000
43,077
556,364
250,981
300,000
193,456
-
-
-
-
-
-
-
-
-
-
-
-
-
Options /
Shares
Total
$
$
32,843
192,843
32,843
112,843
-
80,000
65,686
646,899
52,549
434,049
-
109,512
48,025
429,525
-
46,954
$
-
6,605
6,605
-
31,500
9,042
31,500
3,877
-
(294,152)
262,212
18,975
31,432
3,451
-
269,956
48,025
379,457
-
196,907
36,209
142,987
(14,181)
3,161,157
in the following tables.
2012
Name
NON-EXECUTIVE DIRECTORS
Craig Munro - Chair
Rob Lord
Malcolm Macpherson
EXECUTIVE DIRECTORS
Hamish Bohannan
Gerald Cooper
OTHER KEY MANAGEMENT
PERSONNEL
Richard Tacon
Timothy Manners
Laura McMahon Blechynden
Max Brunsdon
Alan Thom
Marianne Rogers
Craig Pilcher
Total key management
personnel compensation
2,996,142
Notes:
Directors and other key management personnel had the following appointment & resignation dates:
Richard Tacon
Laura McMahon Blechynden
Max Brunsdon
Alan Thom
Appointed
Appointed
Resigned
Resigned
26 March 2012
27 March 2012
7 June 2012
30 April 2012
All other directors and key management personnel were in offi ce for the full fi nancial year.
37
For personal use onlyDIRECTORS’ REPORT
DIRECTORS’ REPORT
30 JUNE 2012
REMUNERATION REPORT (CONTINUED)
Details of remuneration (continued)
2011
Name
Short-term employee benefi ts
Post-employment
benefi ts
Share based
payments
Cash salary and
fees
Cash
bonus
Non-monetary
benefi ts
Superannuation
Options
Total
NON-EXECUTIVE DIRECTORS
Craig Munro - Chair
Rob Lord
Malcolm Macpherson
EXECUTIVE DIRECTORS
Hamish Bohannan
Gerald Cooper
OTHER KEY MANAGEMENT
PERSONNEL
Timothy Manners
Graham Anderson
Max Brunsdon
Alan Thom
Marianne Rogers
Craig Pilcher
$
110,000
50,149
37,568
628,678
$
-
-
-
-
317,979
100,000
347,750
29,750
395,455
61,647
192,116
53,739
-
-
-
-
-
-
$
-
-
-
$
-
4,513
3,381
$
$
785,566
895,566
996,166
1,050,828
1,122,000
1,162,949
21,809
-
1,681,833
2,332,320
-
-
-
-
-
-
-
39,321
1,179,416
1,636,716
25,575
1,054,752
1,428,077
-
-
5,548
17,291
947
344,700
374,450
939,852
1,335,307
970,000
1,037,195
923,252
1,132,659
-
54,686
Total key management
personnel compensation
2,224,831
100,000
21,809
96,576
9,997,537
12,440,753
Notes:
Directors and other key management personnel had the following appointment dates:
Timothy Manners
Alan Thom
Marianne Rogers
Craig Pilcher
Rob Lord
Malcolm Macpherson
Graham Anderson
Appointed
Appointed
Appointed
Appointed
Appointed
Appointed
Resigned
23 August 2010
17 March 2011
18 October 2010
18 March 2011
17 August 2010
5 January 2011
3 February 2011
All other directors and key management personnel were in offi ce for the full fi nancial year.
38
For personal use onlyDIRECTORS’ REPORT
The relative proportions of remuneration that are linked to performance and those that are fi xed are as follows:
Fixed remuneration
At risk – STI
At risk – LTI*
2012
2011
2012
2011
2012
2011
EXECUTIVE DIRECTORS OF
BATHURST RESOURCES LIMITED
Hamish Bohannan
Gerald Cooper
OTHER KEY MANAGEMENT
PERSONNEL OF THE GROUP
Richard Tacon
Timothy Manners
Laura McMahon Blechynden
Graham Anderson
Max Brunsdon
Alan Thom
Marianne Rogers
Craig Pilcher
90%
88%
100%
89%
100%
-
100%
100%
87%
100%
28%
22%
-
26%
-
8%
30%
6%
18%
100%
-
-
-
-
-
-
-
-
-
-
-
6%
-
-
-
-
-
-
-
-
10%
12%
-
11%
-
-
-
-
13%
-
72%
72%
-
74%
-
92%
70%
94%
82%
-
* Since long term incentives are provided exclusively by way of options, the percentages disclosed refl ect the value of remuneration consisting of options, based on the value of options expensed
during the year.
Service Agreements
On appointment to the board, all non-executive directors enter into a service agreement with the company in the form of a letter of appointment.
The letter summarises the board policies and terms, including compensation, relevant to the offi ce of director.
Remuneration and other terms of employment for the Managing Director, Chief Financial Offi cer and the other key management personnel are also
formalised in service agreements.
All contracts with executives may be terminated early by either party with one to three months’ notice, subject to termination payments due when
terminated by the company as detailed below.
Name
Hamish Bohannan
Gerald Cooper
Richard Tacon
Timothy Manners
Laura McMahon Blechynden
Marianne Rogers
Craig Pilcher
Termination benefi t
3 months base salary
2 months base salary
3 months base salary
2 months base salary
1 months base salary
2 months base salary
1 months base salary
Term of agreement
Base salary including
superannuation
$545,000
$381,500
$407,173
$381,500
$174,400
$327,000
$240,316
Ongoing
Ongoing
Ongoing
Ongoing
Ongoing
Ongoing
Ongoing
39
For personal use onlyDIRECTORS’ REPORT
DIRECTORS’ REPORT
30 JUNE 2012
REMUNERATION REPORT (CONTINUED)
Share based compensation
The terms and conditions of each grant of options affecting remuneration in the current or a future reporting period are as follows:
Grant date
Vesting date
Expiry date
Exercise price
Value per option
at grant date
29 Nov 2010
Upon fi rst 25kt from Buller Coal Project
31 Dec 2013
6 Dec 2010
Upon fi rst 25kt from Buller Coal Project
31 Dec 2013
$0.40
$0.40
$0.276
$0.252
%
Vested
0%
0%
During the year no options over ordinary shares in the company were provided as remuneration to directors or other key management personnel
of Bathurst Resources Limited.
Further information on the options is set out in note 31 to the fi nancial statements.
The assessed fair value at grant date of options granted to the individuals is allocated equally over the period from grant date to vesting date,
and the amount is included in the remuneration tables above.
Fair values at grant date are independently determined using a 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, the expected
dividend yield and the risk-free interest rate for the term of the option.
Shares provided on exercise of remuneration options
Details of ordinary shares in the company provided as a result of the exercise of remuneration options to each director of Bathurst Resources Limited
and other key management personnel of the group are set out below.
Date of exercise
of options
Number of ordinary shares
issued on exercise of
options during the year
Value at
exercise date
EXECUTIVE DIRECTORS OF
BATHURST RESOURCES LIMITED
H Bohannan
G Cooper
OTHER KEY MANAGEMENT
PERSONNEL OF THE GROUP
Timothy Manners
Timothy Manners
Max Brunsdon
Max Brunsdon
31 Aug 2011
14 Oct 2011
10 Jan 2012
7 Feb 2012
28 Mar 2012
11 Apr 2012
2,400,000
500,000
300,000
1,700,000
1,000,000
2,000,000
$1,372,800
$196,000
$162,600
$1,091,400
$642,000
$540,000
Notes:
The value at the exercise date of options that were granted as part of the remuneration and were exercised during the year has been determined as the intrinsic value of the options at that date.
40
For personal use onlyDIRECTORS’ REPORT
The amount paid per ordinary share by each key management personnel on the exercise of options at the date of exercise was as follows:
Exercise date
31 August 2011
14 October 2011
10 January 2012
7 February 2012
28 March 2012
11 April 2012
Amount paid per share
37.8c
37.8c
10.8c
10.8c
10.8c
40.0c
No amounts are unpaid on any shares issued on the exercise of options.
Details of remuneration: Bonuses and share-based compensation benefi ts
For each cash bonus and grant of options included in the tables on pages 37-40, the percentage of the available bonus or grant that was paid,
or that vested, in the fi nancial year, and the percentage that was forfeited because the person did not meet the service and performance criteria
is set out below. No part of the bonus is payable in future years. The options issued in the 2011 fi nancial year which have not vested immediately,
vest upon the shipment of the fi rst 25,000 tonnes from the Buller Coal Project. None of these options will vest if the conditions are not satisfi ed,
hence the minimum value of the option yet to vest is nil. The maximum value of the options yet to vest has been determined as the amount of
the grant date fair value of the options that is yet to be expensed.
Bonus
Share-based compensation benefi ts (options)
Name
Paid Year granted
Vested
Forfeited
Financial year in
which options are
expected to vest
Maximum total
value of grant
yet to vest
%
%
%
NON-EXECUTIVE DIRECTORS
Craig Munro - Chair
Rob Lord
Malcolm Macpherson
EXECUTIVE DIRECTORS
Hamish Bohannan
Gerald Cooper
OTHER KEY MANAGEMENT PERSONNEL
Timothy Manners
Marianne Rogers
-
-
-
-
-
-
-
2011
2011
2011
2011
2011
2011
2011
-
-
-
-
-
-
-
-
-
-
-
-
-
-
30 June 2014
30 June 2014
-
30 June 2014
30 June 2014
30 June 2014
30 June 2014
$
110,845
110,845
-
221,691
177,753
162,084
162,084
41
For personal use onlyDIRECTORS’ REPORT
DIRECTORS’ REPORT
30 JUNE 2012
Loans to directors and executives
Information on loans to directors and executives, including amounts, interest rates and repayment terms are set out in Note 24 to the
fi nancial statements.
Shares under option
Unissued ordinary shares of Bathurst Resources Limited under options at the date of this report are as follows:
Date granted
Expiry date
Issue price of shares
Number under option
22 Oct 2008
22 Oct 2008
16 Jun 2010
18 Aug 2010
20 Aug 2010
20 Aug 2010
5 Nov 2010
29 Nov 2010
29 Nov 2010
6 Dec 2010
18 April 2011
18 April 2011
3 Sept 2012
31 Oct 2012
31 Oct 2013
16 Jun 2013
30 Sept 2013
30 Sept 2013
30 Sept 2013
15 Nov 2013
30 Sept 2013
31 Dec 2013
31 Dec 2013
31 Dec 2013
31 Dec 2013
20 Aug 2014
$0.378
$0.378
$0.155
$0.108
$0.168
$0.108
$0.36
$0.21
$0.40
$0.40
$1.13
$0.85
$0.38
500,000
500,000
666,667
9,500,000
1,000,000
5,500,000
14,344,109
1,000,000
14,000,000
8,200,000
2,000,000
2,000,000
2,000,000
61,210,776
No option holder has any right under the options to participate in any other share issue of the company or any other entity.
Shares issued on the exercise of options
During the year ended 30 June 2012 a total of 12,840,000 shares of Bathurst Resources Limited were issued on the exercise of options raising
a total of $2,895,600. Subsequent to 30 June 2012 and up to the date of this report, a further 1,000,000 shares of Bathurst Resources Limited
were issued on the exercise of options raising a total of $108,000.
Insurance of offi cers
During the fi nancial year, Bathurst Resources Limited paid a premium of $39,387 to insure the directors and secretaries of the company.
The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the offi cers in
their capacity as offi cers of entities in the group, and any other payments arising from liabilities incurred by the offi cers in connection with such
proceedings. This does not include such liabilities that arise from conduct involving a wilful breach of duty by the offi cers or the improper use by
the offi cers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the company. It is not
possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other liabilities.
Non-audit services
The company engaged the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the
company and/or the group are important.
Details of the amounts paid or payable to the auditor (PricewaterhouseCoopers “PwC”) for audit and non-audit services provided during the year
are set out on the next page.
42
For personal use onlyDIRECTORS’ REPORT
The board of directors has considered the position and is satisfi ed that the provision of the non-audit services is compatible with the general
standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfi ed that the provision of non-audit services
by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:
‧
all non-audit services have been reviewed by the audit committee to ensure they do not impact the impartiality and objectivity of the auditor
‧
none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional
Accountants.
During the year the following fees were paid or payable for non-audit services provided by the auditor of the parent entity and its related practices:
OTHER ASSURANCE SERVICES
PwC Australian fi rm:
Due diligence services
PwC New Zealand fi rm:
Due diligence services
Total remuneration for other assurance services
TAXATION SERVICES
PwC Australian fi rm:
Tax compliance services
Consulting advice on mergers and other structuring
PwC New Zealand fi rm:
Tax compliance services
Consulting advice on mergers and structuring
Total remuneration for taxation services
OTHER SERVICES
PwC Australian fi rm:
ESOP & Remuneration structuring advice
Total remuneration for other services
Total remuneration for non-audit services
Auditor’s independence declaration
2012
$
2011
$
-
-
-
26,000
182,341
57,682
118,849
384,872
52,648
29,621
82,269
23,700
9,000
28,418
49,091
110,209
9,500
9,500
10,000
10,000
394,372
202,478
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 44.
Rounding of amounts
The company is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investments Commission, relating to the
“rounding off” of amounts in the directors’ report. Amounts in the directors’ report have been rounded off to the nearest thousand dollar, or in
certain cases, to the nearest dollar.
This report is made in accordance with a resolution of directors.
CRAIG MUNRO | Chair
Perth
27 September 2012
43
For personal use onlyAUDITOR’S INDEPENDENCE DECLARATION
AUDITOR’S INDEPENDENCE DECLARATION
30 JUNE 2012
44
For personal use onlyCORPORATE GOVERNANCE STATEMENT
CORPORATE GOVERNANCE STATEMENT
30 JUNE 2012
CORPORATE GOVERNANCE
Bathurst Resources Limited has a strong focus on corporate governance and has worked hard during the year to administer and improve its
corporate governance procedures and policies. This statement reports on Bathurst’s key governance framework, principles and practices as at the
date of this report. The board are committed to achieving and demonstrating the highest standards of corporate governance. The board continues
to review its corporate governance framework and practices to ensure they meet the interests of shareholders. Bathurst and its controlled entities
together are referred to as the group in this statement.
Further information about the company’s corporate governance practices may be found on the company’s website at www.bathurstresources.co.nz,
under the section marked “Corporate Governance”.
ASX PRINCIPLES OF GOOD CORPORATE GOVERNANCE
ASX Listing Rule 4.10.3 requires that ASX listed companies report on the extent to which they have followed the ASX Corporate Governance
Council’s Corporate Governance Principles and Recommendations 2nd edition (“ASX Principles”) during the reporting period. Where companies
have not followed all of the recommendations contained in the ASX Principles, they must identify the recommendations they have not followed
and give reasons for the departure.
Bathurst has followed each recommendation where the board has considered the recommendation to be appropriate for its corporate governance
practices. Where Bathurst has adopted a recommendation this report sets out the appropriate statements regarding the adoption. In the case that,
after due consideration, the company’s corporate governance practices depart from a recommendation, the board has offered full disclosure and an
explanation for the adoption of its own practice in order to comply with the “if not, why not” reporting regime. A checklist cross referencing the ASX
Principles to the relevant section of this statement and to other sections of the directors’ report is provided on pages 51 to 53 of this report.
As detailed in this Corporate Governance Statement, Bathurst considers that its governance practices comply with the ASX Principles, subject to
the qualifi cations noted in the Compliance Statement.
1. BOARD OF DIRECTORS
Principle 1: Lay solid foundations for management and oversight
Principle 2: Structure the board to add value
(a) Board composition and expertise
The board has an extensive range of relevant industry experience, fi nancial and other skills and expertise to meet its objectives. The current board
composition comprises three independent, non-executive directors (including the chair) and two executive directors. The board considers that the
non-executive directors collectively bring the range of skills, knowledge and experience necessary to direct the company.
A profi le of each director setting out their skills, experience, expertise and period of offi ce is set out in the directors’ report.
Bathurst’s constitution states that at each AGM one third of its directors (excluding the managing director) and any director who has held offi ce
for three of more years since their last election, must retire. Directors who retire under this rotation mechanism are eligible to offer themselves for
re-election by shareholders at the AGM subject only to the point below.
A director should, subject to circumstances prevailing at the time and the company’s ability to fi nd a suitable replacement, aim to retire from the
board at the conclusion of the AGM occurring after the tenth anniversary of the director’s fi rst appointment or election to the board.
(b) Board role and responsibilities
The central role of the board is to oversee and approve the company’s strategic direction, to select and appoint a managing director, to oversee
the company’s management and business activities and report to shareholders.
The relationship between the board and senior management is critical to the group’s long-term success. The directors are responsible to the
shareholders for the performance of the group in both the short and the longer term and seek to balance sometimes competing objectives in
the best interests of the group as a whole.
45
For personal use onlyCORPORATE GOVERNANCE STATEMENT
CORPORATE GOVERNANCE STATEMENT
30 JUNE 2012
1. BOARD OF DIRECTORS (CONTINUED)
The roles and responsibilities of the board are formalised in the Board Charter, which defi nes in detail the matters that are reserved for the board
and its committees, and those that the board has delegated to management.
The chair is responsible for leadership of the board, for the effi cient organisation and conduct of the board’s function and for the promotion
of relations between board members and between board and management that are open, cordial and conducive to productive cooperation.
The managing director is responsible for implementing group strategies and policies. The board charter specifi es that these are separate roles
to be undertaken by separate people.
The Bathurst Board Charter states:
‧
the board is to be comprised of both executive and non-executive directors with a majority of non-executive directors. Non-executive directors
bring a fresh perspective to the board’s consideration of strategic, risk and performance matters;
‧
in recognition of the importance of independent views and the board’s role in supervising the activities of management, the chair must be an
independent non-executive director;
‧
the majority of the board must be independent of management and all directors are required to exercise independent judgement and review
and constructively challenge the performance of management;
‧
the chair is elected by the full board and is required to meet regularly with the managing director; and
‧
the chair of the board is responsible for determining the process for evaluating board performance. Such evaluations are to be conducted at least
annually and will focus on the effectiveness of the board function and whether there continues to exist an appropriate mix of skills required by the
board to maximise its effectiveness and its contribution to the group.
The Board Charter is available in the corporate governance section of Bathurst’s website.
In addition to matters required by law to be approved by the board, the following powers are reserved to the board for decision:
‧
Strategy – providing strategic oversight and approving strategic plans and initiatives;
‧
Board performance and composition – evaluating the performance of non-executive directors, and determining the size and composition
of the board as well as recommending to shareholders the appointment and removal of directors;
‧
Leadership selection – evaluating the performance of, and selection of, the CEO and those key executives reporting directly to the CEO.
Review on a regular basis appropriate succession planning for the CEO;
‧
Corporate responsibility – considering the social, safety, ethical and environmental impacts of the group’s activities, and setting policy and
monitoring compliance with safety, corporate and social policies and practices;
‧
Financial performance – approving Bathurst’s annual operating plans and budget, monitoring management, fi nancial and operational
performance;
‧
Continuous Disclosure - ensuring processes are established to capture issues for the purposes of continuous disclosure to both the ASX
and the NZX;
‧
Financial reports to shareholders – approving annual and half year reports and disclosures to the market that contain, or relate to, fi nancial
projections, statements as to future fi nancial performance or changes to the policy or strategy of the company; and
‧
Establishing procedures – ensuring that the board is in a position to exercise its power and to discharge its responsibilities as set out in the
Board Charter.
(c) Director Independence
The independent directors of the company during the reporting period were Craig Munro (chair), Rob Lord and Malcolm Macpherson. These directors
are independent as they are non-executive directors who are not members of management and who are free of any business or other relationship that
could materially interfere with, or could reasonably be perceived to materially interfere with, the independent exercise of their judgment.
The roles of Managing Director / CEO and Chair are fi lled by Hamish Bohannan and Craig Munro respectively. They are not exercised by the
same individual.
46
For personal use onlyCORPORATE GOVERNANCE STATEMENT
The board has approved a policy on independence of directors, a copy of which is available in the corporate governance section of Bathurst’s website.
On appointment, each director is required to provide information to the chair to assess and confi rm their independence as part of their consent to
act as a director. At the date of this report the chair considers that the three non-executive directors on the board are independent. The chair
considers the independence of directors having regard to the relationships listed in Box 2.1 of the ASX Principles.
(d) Board and senior executive performance evaluation
The board, in conjunction with the R&N committee, reviews the size and composition of the board and the mix of existing and desired competencies
across members from time to time. Criteria considered by the directors when evaluating prospective candidates are contained in the Board’s Charter.
The chair of the board is responsible for ensuring a regular review of the performance of the board, committees and individual directors occurs at
least annually. The chair is responsible for determining the process under which this evaluation takes place.
The board reviews annually the size and composition of the board and the mix of existing and desired competencies across members. The board may
engage an independent recruitment fi rm to undertake a search for suitable candidates if and when an additional member is considered appropriate.
The board is responsible for evaluating the performance of senior executives. In 2012, the company implemented a performance review procedure.
Pursuant to the procedure the board will evaluate the performance of senior executives via an ongoing process of assessment and a formal annual
review in December. During the formal review the senior executive’s performance is measured against their role’s assessment criteria. The fi rst formal
reviews will take place in December 2012.
(e) Nominations and appointment of new directors and succession planning
Recommendations for nomination of new directors are considered by the R&N committee and approved by the board as a whole. The R&N
committee review director appointments having regard to the candidate’s commercial experience, skills and other qualities. External consultants
may be used from time to time to access a wide base of potential directors.
The board recognises the impact of board tenure on succession planning and that board renewal is critical to performance. Each director other
than the managing director, must not hold offi ce (without re-election) past the third annual general meeting of the company following the director’s
appointment or three years following that director’s last election or appointment (whichever is the longer). However, a director appointed to fi ll a
casual vacancy or as an addition to the board must not hold offi ce (without re-election) past the next annual general meeting of the company.
At each annual general meeting a minimum of one director or a third of the total number of directors must resign. A director who retires at an
annual general meeting is eligible for re-election at that meeting and the re-appointment of directors is not automatic.
(f) Professional advice
Directors may, in carrying out their company related duties, seek external professional advice. If external professional advice is sought a director
is entitled to reimbursement of all reasonable costs where such a request for advice is approved in writing by the chair. In the case of a request
by the chair, approval is required by at least two other directors.
(g) Confl icts of interest
The board has approved directors’ Confl ict of Interest Guidelines (contained in the Board code of conduct) which applies if there is, or may be,
a confl ict between the personal or other interests of a director.
A director with an actual or potential confl ict of interest in relation to a matter before the board does not receive the board papers relating to that
matter and when the matter comes before the board for discussion, the director withdraws from the meeting for the period the matter is considered
and takes no part in the discussion or decision-making process.
(h) Board Meetings
The chair sets the agenda for each meeting in conjunction with the chief executive offi cer and the company secretary. Any director may request
additional matters be added to the agenda. Board and committee papers are provided to directors, where possible, fi ve (5) business days prior
to the relevant meeting. Copies of board papers are circulated in either electronic or hard copy form. Directors are entitled to request additional
information where they consider the information is necessary to support informed decision-making.
Details of the number of meetings of the board of directors of Bathurst, and each board committee, held and attended by each director during
the 12 months ended 30 June 2012 are shown on page 33 of the directors’ report.
47
For personal use onlyCORPORATE GOVERNANCE STATEMENT
CORPORATE GOVERNANCE STATEMENT
30 JUNE 2012
2. BOARD COMMITTEES
Principle 2: Structure the board to add value
Principle 4: Safeguard integrity in fi nancial reporting
(a) Board committees and membership
The board has established two committees to assist in the discharge of its responsibilities. These are:
‧
remuneration & nomination committee (“R&N committee”); and
‧ audit committee.
The charters of all board committees detailing the roles and duties of each are available in the corporate governance section of Bathurst’s website.
All board committee charters are reviewed at least annually.
At the date of this report the membership of each board committee is shown in the relevant section below. The executive directors can attend the
audit committee meetings by invitation. All papers considered by the committees are available on request to directors who are not on that committee.
Following each committee meeting, generally at the next Board meeting, the board is given a verbal update by the chair of each committee.
In addition, minutes of all committee meetings are available to all directors.
(b) Remuneration and nomination committee
The R&N committee consists of the following non-executive independent directors:
‧ M Macpherson (Chair);
‧ R Lord; and
‧ C Munro.
Details of these directors’ qualifi cations and attendance at R&N committee meetings are set out in the directors’ report on pages 30-33.
The board has adopted an R&N committee Charter which describes the role, composition, functions and responsibilities of the R&N committee.
A copy of the R&N committee Charter is available on the company’s website.
(c) Audit committee
The audit committee consists of the following non-executive directors:
‧ R Lord (Chair);
‧ M Macpherson; and
‧ C Munro.
The audit committee comprises three non-executive and independent directors of the company. The chair of the board is not the chair of the
committee. The chair and members of the committee are appointed by the board and may be appointed for specifi ed terms. Membership of
the committee is reviewed annually by the board.
Details of these directors’ qualifi cations and attendance at audit committee meetings are set out in the directors’ report on pages 30-33.
The external auditors, the chief fi nancial offi cer and the fi nancial controller attend committee meetings by invitation.
The role of the audit committee is to assist the board to meet its oversight responsibilities in relation to the company’s fi nancial reporting, internal
control structure, corporate governance policies and practices, fi nancial risk management procedures and the external audit function. In doing so,
it is the committee’s responsibility to maintain free and open communication between the audit committee and the external auditors and the
management of Bathurst.
The audit committee operates in accordance with a charter which is available on the company’s website.
48
For personal use onlyCORPORATE GOVERNANCE STATEMENT
The audit committee may consult independent experts and institute special investigations if it considers it necessary in order to fulfi l its
responsibilities. Furthermore, the audit committee shall have the authority to seek any information it requires from any offi cer or employee of
the company or its controlled entities and such offi cers or employees shall be instructed by the board of the company employing them to respond
to such enquiries.
The company has established procedures for the selection, appointment and rotation of its external auditor. The board is responsible for the
initial appointment of the external auditor and the appointment of a new external auditor when any vacancy arises, as recommended by the audit
committee. Candidates for the position of external auditor must demonstrate complete independence from the company through the engagement
period. The board may otherwise select an external auditor based on criteria relevant to the company’s business and circumstances. The
performance of the external auditor is reviewed on an annual basis by the audit committee and any recommendations are made to the board.
The company and audit committee policy is to appoint external auditors who demonstrate experience and independence. The performance of
the external auditor is reviewed annually and applications for tender of external audit services are requested as deemed appropriate, taking into
consideration assessment of performance, existing value and tender costs.
PwC was appointed as the external auditor in 2010. It is PwC’s policy to rotate audit engagement partners on listed companies at least every
fi ve years.
An analysis of fees paid to the external auditors, including a break-down of fees for non-audit services, is provided in the directors’ report and in note
25 to the fi nancial statements. It is the policy of the external auditors to provide an annual declaration of their independence to the audit committee.
The external auditor will attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and
the preparation and content of the audit report.
3. RISK MANAGEMENT
Principle 7: Recognise and Manage Risk
The board, through the audit committee and senior management, are responsible for overseeing and implementing the company’s Risk
Management Policy.
The company is committed to effective risk management to achieve its business objectives. The company aims to continually improve the management
of risk, to make better decisions to achieve its objectives and to reduce the likelihood and consequences of adverse effects to tolerable levels.
At all levels of the business senior management is responsible for the development, implementation and maintenance of risk management systems
that will effectively allow the group to:
‧
identify, assess and manage risks in an effective and effi cient manner;
‧
use risk management to help make better decisions;
‧
reduce the risk of not meeting business objectives;
‧
meet relevant corporate governance requirements; and
‧
identify and evaluate opportunities based on their risk/reward balance.
The goals of risk management are achieved by:
‧
implementing a comprehensive and systematic risk assessment and reporting system across the organisation;
‧
training employees in the use of the system, and in suitable risk assessment methodologies for their business and work applications;
‧
developing a risk profi le for each business unit, and then providing risk funding to reduce risk and maintain a suitable risk/reward balance;
‧
embedding risk management into the way we work; and
‧
auditing the system.
49
For personal use onlyCORPORATE GOVERNANCE STATEMENT
CORPORATE GOVERNANCE STATEMENT
30 JUNE 2012
3. RISK MANAGEMENT (CONTINUED)
The board receives monthly reports about the fi nancial condition and operational results of Bathurst and its controlled entities. The CEO and CFO
provide, at the end of each six monthly period, a formal statement (in accordance with section 295A of the Corporations Act) to the board confi rming
that the company’s fi nancial reports present a true and fair view, in all material respects, and that the group’s fi nancial condition and operational
results have been prepared in accordance with the relevant accounting standards.
The statement also confi rms the integrity of the company’s fi nancial statements and notes to the fi nancial statements, is founded on a sound system of
risk management and internal compliance and control which implements the policies approved by the board, and that Bathurst’s risk management and
internal compliance and control systems, to the extent they relate to fi nancial reporting, are operating effi ciently and effectively in all material respects.
4. CODE OF CONDUCT, SHARE TRADING POLICY AND DIVERSITY POLICY
Principle 3: Promote Ethical and Responsible Decision Making
(a) Codes of Conduct
The board has approved a code of conduct for directors and for employees, which describes the standards of ethical behaviour that directors
and employees are required to maintain. The company promotes the open communication of unethical behaviour within the organisation.
Compliance with the code of conduct assists Bathurst in effectively managing its operating risks and meeting its legal and compliance obligations.
As well as enhancing the company’s corporate reputation.
The code of conduct describes the company’s requirements on matters such as confi dentiality, confl icts of interest, use of company information,
sound employment practices, compliance with laws and regulations and the protection and safeguarding of company assets.
A copy of the company’s code of conduct is available on Bathurst’s website.
(b) Share trading policy
The company’s share trading policy is binding on all directors and employees. The policy provides a brief summary of the law on insider trading
and other relevant laws, sets out the restrictions on dealing in securities by people who work for, or are associated with, Bathurst and is intended
to assist in maintaining market confi dence in the integrity of dealings in the company’s securities.
The policy stipulates that the only appropriate time for a director or employee to deal in the company’s securities is when he or she is not in
possession of ‘price sensitive information’ that is not generally available to the share market. A director wishing to deal in the company’s securities
may only do so after fi rst having advised the chair of his or her intention. A senior executive wishing to deal must fi rst notify the company secretary.
Confi rmation of any dealing must also be given by the director or senior executive within two business days after the dealing.
Directors and senior executives’ dealings in the company’s securities are also subject to specifi ed closed periods which are set out in the company’s
share trading policy or as otherwise determined by the board from time to time.
A copy of the company’s share trading policy is available on the corporate governance section of Bathurst’s website.
(c) Diversity policy
The company values diversity and recognises the benefi ts it can bring to the organisation’s ability to achieve its goals. Accordingly the company
has developed a diversity policy. This policy outlines the company’s diversity objectives in relation to gender, age, cultural background and ethnicity.
The policy includes requirements for the board to establish measurable objectives and appropriate strategies for achieving diversity. The policy
provides for the board to assess annually both the objectives, and the company’s progress in achieving them. The proportion of female employees
in the whole organisation is currently 28% with 38% at senior management and nil % at board level.
50
For personal use onlyASX PRINCIPLES COMPLIANCE STATEMENT
ASX PRINCIPLES COMPLIANCE STATEMENT
30 JUNE 2012
ASX Corporate Governance Council’s Best Practice Recommendations
Reference (1)
Compliance
PRINCIPLE 1:
Lay solid foundations for management and oversight
1.1
1.2
1.3
Companies should establish the functions reserved to the board and
those delegated to senior executives and disclose those functions.
Companies should disclose the process for evaluating the performance
of senior executives.
Companies should provide the information indicated in the Guide
to reporting on Principle 1.
1(b)
Comply
1(d),
Remuneration report
Comply
1(a), 1(b), 1(d)
Comply
PRINCIPLE 2:
Structure the board to add value
2.1
2.2
2.3
2.4
2.5
2.6
A majority of the board should be independent directors.
The chair should be an independent director.
The roles of chair and chief executive offi cer should not be exercised
by the same individual.
The board should establish a nomination committee.
Companies should disclose the process for evaluating the performance
of the board, its committees and individual directors.
1(c)
1(c)
1(c)
1(e), 2(b)
1(b), 1(d)
Companies should provide the information indicated in the Guide
to reporting Principle 2.
1(a), 1(d), 1(f), 2(b) &
Directors’ report
Comply
Comply
Comply
Comply
Comply
Comply
PRINCIPLE 3:
Promote ethical and responsible decision-making
3.1
3.2
3.3
3.4
3.5
Companies should establish a code of conduct and disclose the code or a
summary of the code as to:
‧
The practices necessary to maintain confi dence in the company’s integrity;
‧
The practices necessary to take into account their legal obligations and the
4 (a)
Comply
reasonable expectations of their stakeholders; and
‧
Responsibility and accountability of individuals for reporting and investigating
reports of unethical practices.
Companies should establish a policy concerning diversity and disclose the policy.
The policy should include requirements for the board to establish measurable
objectives for achieving gender diversity and for the board to assess annually
both the objectives and the progress in achieving them.
Companies should disclose in each annual report the measurable objectives
4(c)
Comply
for achieving gender diversity set by the board in accordance with the diversity
4(c)
Comply
policy and progress towards achieving them.
Companies should disclose in each annual report the proportion of women
employees in the whole organisation, women in senior executive positions
4(c)
Comply
and women on the board.
Companies should provide the information indicated in the Guide to reporting
on Principle 3.
4(a), 4(b), 4(c)
Comply
51
For personal use onlyASX PRINCIPLES COMPLIANCE STATEMENT
ASX PRINCIPLES COMPLIANCE STATEMENT
30 JUNE 2012
ASX Corporate Governance Council’s Best Practice Recommendations
Reference (1)
Compliance
PRINCIPLE 4:
Safeguard integrity in fi nancial reporting
4.1
4.2
4.3
4.4
The board should establish an audit committee.
2(c)
Comply
The audit committee should be structured so that it:
‧
consists only non-executive directors;
‧
consists of a majority of independent directors;
‧
is chaired by an independent chairperson who is not chairperson
of the board; and
‧
has at least three members.
2(c)
Comply
The audit committee should have a formal charter.
2(c)
Comply
Companies should provide the information indicated in Guide to reporting
on principle 4.
2(c), Directors’ report
Comply
PRINCIPLE 5:
Make timely and balanced disclosure
5.1
5.2
Companies should establish written policies designed to ensure compliance
with ASX Listing Rules disclosure requirements and to ensure accountability
at a senior executive level for that compliance and disclose those policies or
a summary of those policies.
Companies should provide the information indicated in Guide to reporting
on Principle 5.
PRINCIPLE 6:
Respect the rights of shareholders
6.1
6.2
Companies should design and disclose a communications policy for promoting
effective communication with shareholders and encourage their participation at
general meetings and disclose their policy or a summary of that policy.
Companies should provide the information indicated in the Guide to reporting
on Principle 6.
PRINCIPLE 7:
Recognise and manage risk
6
6
6
6
Comply
Comply
Comply
Comply
7.1
7.2
7.3
7.4
Companies should establish policies for the oversight and management
of material business risks and disclose a summary of those policies.
The board should require management to design and implement the risk
management and internal control system to manage the company’s material
2(b), 3
Comply
business risks and report to it on whether those risks are being management
3
Comply
effectively. The board should disclose that management has reported to it as
to the effectiveness of the company’s management of its material business risk.
The board should disclose whether it has received assurance from the chief
executive offi cer (or equivalent) and the chief fi nancial offi cer (or equivalent)
that the declaration provided in accordance with section 295A of the Corporations
Act is founded on a sound system of risk management and internal control and
that the system is operating effectively in all material respects in relation to fi nancial
reporting risks.
Companies should provide the information indicated in Guide to Reporting
on Principle 7.
3
3
Comply
Comply
52
For personal use onlyASX PRINCIPLES COMPLIANCE STATEMENT
ASX Corporate Governance Council’s Best Practice Recommendations
Reference (1)
Compliance
PRINCIPLE 8:
Remunerate fairly and responsibly
8.1
8.2
8.3
8.4
The board should establish a remuneration committee.
The remuneration committee should be structured so that it:
‧ consists of a majority of independent directors
‧
is chaired by an independent chair
‧ has at least three members
2(b)
2(b)
Companies should clearly distinguish the structure of non-executive directors’
1(b), 2(b), 2(d),
remuneration from that of executive directors and senior executives.
Remuneration report
Companies should provide the information indicated in Guide to Reporting
2(b), Remuneration
on Principle 8.
report
Comply
Comply
Comply
Comply
(1) The default reference refers to the relevant sections of this Corporate Governance Statement. Reference to the Directors’ report and the Remuneration Report is shown where applicable.
53
For personal use onlyFINANCIAL STATEMENTS
CONTENTS
CONSOLIDATED INCOME STATEMENT
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
CONSOLIDATED BALANCE SHEET
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED STATEMENT OF CASH FLOWS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DIRECTORS’ DECLARATION
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS
55
55
56
57
58
59
100
101
These fi nancial statements are the consolidated fi nancial statements of the consolidated entity consisting of Bathurst Resources Limited and
its subsidiaries. The fi nancial statements are presented in Australian dollars.
Bathurst Resources Limited is a company limited by shares, incorporated and domiciled in Australia. Its registered offi ce and principal place
of business is:
Bathurst Resources Limited
Ground Floor, 1306 Hay Street
West Perth WA 6005
A description of the nature of the consolidated entity’s operations and its principal activities is included on page 28 of the directors’ report
and on pages 6 to 14 of this Annual Report, both of which do not form part of these fi nancial statements.
The fi nancial statements were authorised for issue by the directors on 27 September 2012. The directors have the power to amend
and reissue the fi nancial statements.
Through the use of the internet, we have ensured that our corporate reporting is timely and complete. All press releases, fi nancial reports
and other information is available at our Investors’ Information section of our website: www.bathurstresources.co.nz
54
For personal use onlyFINANCIAL STATEMENTS
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 30 JUNE 2012
REVENUE FROM OPERATIONS
EXPENSES
Changes in inventories of fi nished goods
Raw materials, mining costs, and consumables used
Freight expense
Employee benefi ts expense
Depreciation and amortisation expense
Acquisition related costs
Consultants
Other expenses
Finance costs
Foreign exchange (loss) / gain
Share based payments
Impairment loss
Fair value adjustment – deferred consideration
Loss before income tax
Income tax benefi t
Loss for the year after income tax
Earnings per share for loss attributable to the ordinary equity holders of the company:
Basic earnings per share
Diluted earnings per share
Notes
4
5
5
5
5
31
5
17
6
30
30
2012
$’000
29,697
916
(14,402)
(7,476)
(8,580)
(2,432)
(1,148)
(1,864)
(5,084)
(4,052)
(7,083)
95
(6,365)
1,905
(25,873)
4,353
(21,520)
2011
$’000
8,758
78
(2,643)
(1,655)
(3,789)
(688)
(2,318)
(891)
(3,174)
(3,185)
8,216
(11,641)
-
(2,176)
(15,108)
1,633
(13,475)
Cents
Cents
(3.12)
(3.12)
(2.76)
(2.76)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2012
Loss for the year
Other comprehensive income
Exchange differences on translation of foreign operations
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Total comprehensive income for the year attributable to the owners
of Bathurst Resources Limited
Notes
2012
$’000
2011
$’000
(21,520)
(13,475)
21
1,028
1,028
141
141
(20,492)
(13,334)
(20,492)
(13,334)
The above consolidated income statement and consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
55
For personal use onlyFINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET
AS AT 30 JUNE 2012
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Financial assets
Other assets
Total current assets
Non-current assets
Property, plant and equipment
Mine licences, properties, exploration and evaluation assets
Financial assets
Other assets
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Borrowings
Deferred consideration
Current tax liabilities
Provisions
Total current liabilities
Non-current liabilities
Borrowings
Deferred consideration
Deferred tax liabilities
Provisions
Total non-current liabilities
Total liabilities
NET ASSETS
EQUITY
Contributed equity
Reserves
Accumulated losses
TOTAL EQUITY
Notes
2012
$’000
2011
$’000
7
8
9
10
11
12
13
10
11
15
16
17
6 (e)
18
16
17
19
18
20
21
53,823
2,615
2,014
136
181
87,418
3,987
1,058
-
537
58,769
93,000
12,953
314,416
3,305
1,759
10,046
281,641
282
3,897
332,433
295,866
391,202
388,866
5,561
2,013
-
-
637
8,211
-
138,583
70,597
1,745
210,925
4,682
831
41,052
942
509
48,016
1,988
89,387
75,027
668
167,070
219,136
215,086
172,066
173,780
211,063
15,963
(54,960)
172,066
192,190
15,030
(33,440)
173,780
The above consolidated balance sheet should be read in conjunction with the accompanying notes.
56
For personal use onlyFINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2012
CONSOLIDATED
Balance at 1 July 2010
Loss for the year
Other comprehensive income
Total comprehensive income for the year
Transactions with owners in their capacity
as owners:
Contributions of equity, net of transaction costs
Exercise of options
Share-based payments
Balance at 30 June 2011
Balance at 1 July 2011
Loss for the year
Other comprehensive income
Total comprehensive income for the year
Transactions with owners in their capacity
as owners:
Contributions of equity, net of transaction costs
Exercise of options
Share-based payments
Balance at 30 June 2012
Contributed
Equity
$’000
Option
Reserve
$’000
Notes
32,958
1,148
-
-
-
154,602
4,630
-
159,232
192,190
-
-
-
2,069
-
11,641
13,710
14,858
192,190
14,858
-
-
-
15,978
2,895
-
18,873
211,063
-
-
-
-
-
(95)
(95)
20
20
31
20
20
31
Foreign
Currency
Translation
Reserve
$’000
31
-
141
141
-
-
-
-
172
172
-
1,028
1,028
-
-
-
-
Accumulated
Losses
$’000
Total Equity
$’000
(19,965)
(13,475)
-
14,172
(13,475)
141
(13,475)
(13,334)
-
-
-
-
(33,440)
(33,440)
(21,520)
-
(21,520)
-
-
-
-
156,671
4,630
11,641
172,942
173,780
173,780
(21,520)
1,028
(20,492)
15,978
2,895
(95)
18,778
172,066
14,763
1,200
(54,960)
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
57
For personal use onlyFINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Interest received
Interest and other fi nance costs paid
Income taxes paid
Net cash outfl ow from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for acquisition of subsidiary, net of cash acquired
Payments for property, plant and equipment
Payments for exploration assets
Payments for acquisition of mining permits
Proceeds from the sale of property, plant & equipment
Advances to third parties
Other
Net cash outfl ow from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issue of shares
Repayment of borrowings
Repayment of loans to external parties
Payments for share issue costs
Net cash infl ow from fi nancing activities
NET (DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS
Cash and cash equivalents at the beginning of the year
Effects of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at the end of the year
Non-cash fi nancing and investing activities
Notes
2012
$’000
2011
$’000
31,347
(41,067)
3,897
(186)
(1,081)
(7,090)
10,137
(18,062)
2,108
(121)
(28)
(5,966)
-
(61,888)
(8,527)
(8,221)
(7,382)
93
(3,117)
(1,751)
(28,905)
3,004
(842)
-
(64)
(2,890)
(2,051)
(3,815)
-
-
(380)
(71,024)
170,532
(207)
(5,076)
(9,230)
2,098
156,019
(33,897)
87,418
302
53,823
79,029
8,276
113
87,418
29
10
7
29(a)
The above consolidated statement of cash fl ows should be read in conjunction with the accompanying notes.
58
For personal use onlyFINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of these consolidated fi nancial statements are set out below. These policies have
been consistently applied to all the years presented, unless otherwise stated. The fi nancial statements are for the consolidated entity consisting
of Bathurst Resources Limited and its subsidiaries.
(a) Basis of preparation
These general purpose fi nancial statements have been prepared in accordance with Australian Accounting Standards, other authoritative
pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations Act 2001.
Bathurst Resources Limited is a for-profi t entity for the purposes of preparing the fi nancial statements.
(i) Compliance with IFRS
The consolidated fi nancial statements of the Bathurst Resources Limited group also comply with International Financial Reporting Standards (IFRS)
as issued by the International Accounting Standards Board (IASB).
(ii) Historical cost convention
These fi nancial statements have been prepared under the historical cost convention, as modifi ed by the revaluation of available-for-sale fi nancial
assets, fi nancial assets and liabilities (including derivative instruments) at fair value through profi t or loss.
(iii) Critical accounting estimates
The preparation of fi nancial statements requires the use of certain critical accounting estimates. It also requires management to exercise its
judgement in the process of applying the group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas
where assumptions and estimates are signifi cant to the fi nancial statements are disclosed in note 2.
(b) Principles of consolidation
The consolidated fi nancial statements incorporate the assets and liabilities of all subsidiaries of Bathurst Resources Limited (”company” or ”parent
entity”) as at 30 June 2012 and the results of all subsidiaries for the year then ended. Bathurst Resources Limited and its subsidiaries together are
referred to in this fi nancial report as the group or the consolidated entity.
Subsidiaries are all entities over which the group has the power to govern the fi nancial and operating policies, generally accompanying a
shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or
convertible are considered when assessing whether the group controls another entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are de-consolidated from the date that
control ceases.
The acquisition method of accounting is used to account for business combinations by the group (refer to note 1(h)).
Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also
eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been
changed where necessary to ensure consistency with the policies adopted by the group.
(c) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief
operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identifi ed
as the board of directors.
(d) Foreign currency translation
(i) Functional and presentation currency
Items included in the fi nancial statements of each of the group’s entities are measured using the currency of the primary economic environment
in which the entity operates (“the functional currency”). The consolidated fi nancial statements are presented in Australian dollars, which is Bathurst
Resources Limited’s functional and presentation currency.
59
For personal use onlyFINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(d) Foreign currency translation (continued)
(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 profi t or loss, except when they are deferred in equity as
qualifying cash fl ow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation.
Foreign exchange gains and losses are presented on the face of the income statement.
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value
was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example,
translation differences on non-monetary assets and liabilities such as equities held at fair value through profi t or loss are recognised in profi t or loss
as part of the fair value gain or loss and translation differences on non-monetary assets such as equities classifi ed as available-for-sale fi nancial
assets are recognised in other comprehensive income.
(iii) Group Companies
The results and fi nancial position of foreign operations (none of which has the currency of a hyperinfl ationary economy) that have a functional
currency different from the presentation currency are translated into the presentation currency as follows:
‧
assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;
‧
income and expenses for each income statement and statement of comprehensive income are translated at monthly average exchange rates
(unless this is not a reasonable approximation of the cumulative effect 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 in other comprehensive income.
On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other fi nancial
instruments designated as hedges of such investments, are recognised in other comprehensive income. When a foreign operation is sold or any
borrowings forming part of the net investment are repaid, a proportionate share of such exchange difference is reclassifi ed to profi t or loss, as part
of the gain or loss on sale where applicable. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as
assets and liabilities of the foreign operation and translated at the closing rate.
(e) Revenue recognition
Revenue is recognised and measured at the fair value of the consideration received or receivable to the extent it is probable that the economic
benefi ts will fl ow to the group and the revenue can be reliably measured. The following specifi c recognition criteria must also be met before revenue
is recognised:
(i) Sale of goods
Revenue from the sale of goods is recognised when there is an executed sales agreement at the time of delivery of the goods to customer,
indicating that there has been a transfer of risks and rewards to the customer, no further work or processing is required, the quantity and quality
of the goods has been determined, the price is fi xed and when title has passed.
(ii) Freight income
Revenue from freight services is recognised in the accounting period in which the services are provided. Revenue is not recognised until the service
has been completed.
(iii) Interest income
Interest income is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a fi nancial
asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated
future cash receipts through the expected life of the fi nancial asset to the net carrying amount of the fi nancial asset.
60
For personal use onlyFINANCIAL STATEMENTS
(f) Income tax
The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the applicable income tax
rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in
the countries where the company’s subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions
taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where
appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities
and their carrying amounts in the consolidated fi nancial statements. However, deferred tax liabilities are not recognised if they arise from the initial
recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other
than a business combination that at the time of the transaction affects neither accounting nor taxable profi t or loss. Deferred income tax is
determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply
when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will
be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign
operations where the company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not
reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred
tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to
offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax is recognised in profi t or loss, except to the extent that it relates to items recognised in other comprehensive income
or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
(g) Leases
The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement and requires an assessment
of whether the fulfi lment of the arrangement is dependent on the use of a specifi c asset or assets and the arrangement conveys a right to use
the asset.
Finance leases are capitalised at the lease’s inception at the fair value of the leased property, or, if lower, the present value of the minimum lease
payments. The corresponding rental obligations, net of fi nance charges, are included in other short-term and long-term payables.
Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease term if there is no reasonable
certainty that the group will obtain ownership by the end of the lease term.
Operating lease payments are recognised as an expense in the income statement on a straight-line basis over the lease term. Operating lease
incentives are recognised as a liability when received and subsequently reduced by allocating lease payments between rental expense and reduction
of the liability.
61
For personal use onlyFINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(h) Business combinations
The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets
are acquired. The consideration transferred for the acquisition of a subsidiary comprises the fair values of the assets transferred, the liabilities
incurred and the equity interests issued by the group. The consideration transferred also includes the fair value of any asset or liability resulting from
a contingent consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary. Acquisition-related costs are expensed
as incurred. Identifi able assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions,
measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the group recognises any non-controlling interest
in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net identifi able assets.
The excess of the consideration transferred and the amount of any non-controlling interest in the acquiree over the fair value of the group’s share of
the net identifi able assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifi able assets of the subsidiary
acquired and the measurement of all amounts has been reviewed, the difference is recognised directly in profi t or loss as a bargain purchase.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date
of exchange. The discount rate used is the risk free rate, being the long term government borrowing rate. This is then adjusted for an estimated risk
premium to refl ect the rate at which a similar borrowing could be obtained from an independent fi nancier under comparable terms and conditions.
Contingent consideration is classifi ed as a fi nancial liability (deferred consideration). Amounts classifi ed as a fi nancial liability are subsequently
remeasured to fair value with changes in fair value recognised on the face of the income statement as “revaluation of deferred consideration”.
(i) Impairment of assets
Goodwill and intangible assets that have an indefi nite useful life are not subject to amortisation and are tested annually for impairment, or more
frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events
or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by
which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell
and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifi able cash
infl ows which are largely independent of the cash infl ows from other assets or groups of assets (cash-generating units). Non-fi nancial assets other
than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
(j) Cash and cash equivalents
Cash and short-term deposits in the balance sheet comprise cash at bank and on hand and short- term deposits with an original maturity of three
months or less.
For the purposes of the Cash Flow Statement cash and cash equivalents consist of cash and cash equivalents as defi ned above, net of outstanding
bank overdrafts.
(k) Trade receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision
for impairment. Trade receivables are generally due for settlement within 30 days. They are presented as current assets unless collection is not
expected for more than 12 months after the reporting date.
Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off by reducing the carrying
amount directly. An allowance account (provision for impairment of trade receivables) is used when there is objective evidence that the group will not
be able to collect all amounts due according to the original terms of the receivables.
Signifi cant fi nancial diffi culties of the debtor, probability that the debtor will enter bankruptcy or fi nancial reorganisation, and default or delinquency
in payments (more than 30 days overdue) are considered indicators that the trade receivable is impaired. The amount of the impairment allowance
is the difference between the asset’s carrying amount and the present value of estimated future cash fl ows, discounted at the original effective
interest rate. Cash fl ows relating to short-term receivables are not discounted if the effect of discounting is immaterial.
The amount of the impairment loss is recognised in profi t or loss within other expenses. When a trade receivable for which an impairment allowance
had been recognised becomes uncollectible in a subsequent period, it is written off against the allowance account. Subsequent recoveries of
amounts previously written off are credited against other expenses in profi t or loss.
62
For personal use onlyFINANCIAL STATEMENTS
(l) Inventories
Raw materials and stores, work in progress and fi nished goods are stated at the lower of cost and net realisable value. Cost comprises direct
materials, direct labour and an appropriate proportion of variable and fi xed overhead expenditure, the latter being allocated on the basis of normal
operating capacity. Cost includes the reclassifi cation from equity of any gains or losses on qualifying cash fl ow hedges relating to purchases of
raw material but excludes borrowing costs. Costs are assigned to individual items of inventory on the basis of weighted average costs. Costs of
purchased inventory are determined after deducting rebates and discounts. Net realisable value is the estimated selling price in the ordinary course
of business less the estimated costs of completion and the estimated costs necessary to make the sale.
(m) Waste in advance
Waste removed in advance (overburden) costs incurred in the development of a mine are capitalised as parts of the costs of constructing the mine
and subsequently amortised over the life of the mine.
Waste removal normally continues through the life of the mine. The company defers waste removal costs incurred during the production stage of
its operations and discloses it within “other current assets”.
The amount of waste removal costs deferred is based on the ratio obtained by dividing the volume of waste removed by the tonnage of coal mined.
Waste removal costs incurred in the period are deferred to the extent that the current period ratio exceeds the life of mine ratio. Such deferred costs
are then charged against the income statement to the extent that, in subsequent periods, the ratio falls short of the life of mine ratio. The life of mine
ratio is based on proven and probable reserves of the operation.
Waste moved in advance costs form part of the total investment in the relevant cash generating unit, which is reviewed for impairment if events
or changes in circumstances indicate that the carrying value may not be recoverable.
Changes to the life of mine stripping ratio are accounted for prospectively.
(n) Investment and other fi nancial assets
Classifi cation
The group classifi es its fi nancial assets in the following categories: loans and receivables, held-to-maturity investments and available-for-sale fi nancial
assets. The classifi cation depends on the purpose for which the investments were acquired.
Management determines the classifi cation of its investments at initial recognition and, in the case of assets classifi ed as held-to-maturity,
re-evaluates this designation at the end of each reporting date.
Loans and receivables
Loans and receivables are non-derivative fi nancial assets with fi xed or determinable payments that are not quoted in an active market. They are
included in current assets, except for those with maturities greater than 12 months after the reporting period which are classifi ed as non-current
assets. Loans and receivables are included in trade and other receivables (note 8) in the balance sheet.
Recognition and derecognition
Regular way purchases and sales of fi nancial assets are recognised on trade-date – the date on which the group commits to purchase or sell
the asset. Financial assets are derecognised when the rights to receive cash fl ows from the fi nancial assets have expired or have been transferred
and the group has transferred substantially all the risks and rewards of ownership.
When securities classifi ed as available-for-sale are sold, the accumulated fair value adjustments recognised in other comprehensive income are
reclassifi ed to profi t or loss as gains and losses from investment securities.
Measurement
At initial recognition, the group measures a fi nancial asset at its fair value plus transaction costs that are directly attributable to the acquisition of
the fi nancial asset.
Loans and receivables and held-to-maturity investments are subsequently carried at amortised cost using the effective interest rate method.
63
For personal use onlyFINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(n) Investment and other fi nancial assets (continued)
Impairment
The group assesses at the end of each reporting period whether there is objective evidence that a fi nancial asset or group of fi nancial assets
is impaired. A fi nancial asset or a group of fi nancial assets is impaired and impairment losses are incurred only if there is objective evidence of
impairment as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events)
has an impact on the estimated future cash fl ows of the fi nancial asset or group of fi nancial assets that can be reliably estimated.
(i) Assets carried at amortised cost
For loans and receivables, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of
estimated future cash fl ows (excluding future credit losses that have not been incurred) discounted at the fi nancial asset’s original effective interest
rate. The carrying amount of the asset is reduced and the amount of the loss is recognised in profi t or loss. If a loan or held-to-maturity investment
has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
As a practical expedient, the group may measure impairment on the basis of an instrument’s fair value using an observable market price.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after
the impairment was recognised (such as an improvement in the debtor’s credit rating), the reversal of the previously recognised impairment loss
is recognised in profi t or loss.
Impairment testing of trade receivables is described in note 1(k).
(o) Property, plant and equipment
All property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to
the acquisition of the items. Cost may also include transfers from equity of any gains or losses on qualifying cash fl ow hedges of foreign currency
purchases of property, plant and equipment.
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 benefi ts associated with the item will fl ow to the group and the cost of the item can be measured reliably. The carrying amount of any
component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profi t or loss during
the reporting period in which they are incurred.
Land is not depreciated. Depreciation on other assets is calculated using the straight-line method to allocate their cost, net of their residual values,
over their estimated useful lives or, in the case of leasehold improvements and certain leased plant and equipment, the shorter lease term as follows:
‧
Buildings 25 years
‧
Mine infrastructure 3 – 8 years
‧
Plant & machinery 2 - 25 years
‧
Plant & machinery leased – units of use
‧
Furniture, fi ttings and equipment 3-8 years
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated
recoverable amount (note 1(i)).
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profi t or loss.
64
For personal use onlyFINANCIAL STATEMENTS
(p) Exploration and evaluation expenditure
Exploration and evaluation expenditure incurred is capitalised to the extent that the expenditure is expected to be recovered through the successful
development and exploitation of the area of interest, or the exploration and evaluation activities in the area of interest have not yet reached a point
where such an assessment can be made. All other exploration and evaluation expenditure is expensed as incurred.
Capitalised costs are accumulated in respect of each identifi able area of interest. Costs are only carried forward to the extent that tenure is current
and they are expected to be recouped through the successful development of the area (or, alternatively by its sale) or where activities in the area
have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves and operations in relation
to the area are continuing.
Accumulated costs in relation to an abandoned area are written off in full against profi t in the period in which the decision to abandon the area is made.
When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate
of depletion of the economically recoverable reserves.
A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area
of interest.
(q) Mining and development properties
Mining and development properties include the cost of acquiring and developing mining properties, mineral rights and exploration, evaluation and
development expenditure carried forward relating to areas where production has commenced. These assets are amortised using the unit of
production basis over the proven and probable reserves. Amortisation starts from the date when commercial production commences.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated
recoverable amount.
(r) Trade and other payables
These amounts represent liabilities for goods and services provided to the group prior to the end of fi nancial year which are unpaid. The amounts are
unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due
within 12 months from the reporting date. They are recognised initially at their fair value and subsequently measured at amortised cost using the
effective interest method.
(s) Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost.
Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profi t or loss over the period of the
borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to
the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the
extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity
services and amortised over the period of the facility to which it relates.
Borrowings are removed from the balance sheet when the obligation specifi ed in the contract is discharged, cancelled or expired. The difference
between the carrying amount of a fi nancial liability that has been extinguished or transferred to another party and the consideration paid, including
any non-cash assets transferred or liabilities assumed, is recognised in profi t or loss as other income or fi nance costs.
Where the terms of a fi nancial liability are renegotiated and the entity issues equity instruments to a creditor to extinguish all or part of the liability
(debt for equity swap), a gain or loss is recognised in profi t or loss, which is measured as the difference between the carrying amount of the fi nancial
liability and the fair value of the equity instruments issued.
Borrowings are classifi ed as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months
after the reporting period.
65
For personal use onlyFINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(t) Provisions
Provision for rehabilitation
Provisions are made for site rehabilitation costs relating to areas disturbed during the mine’s operation up to reporting date but not yet rehabilitated.
The provision is based on management’s best estimate of future costs of rehabilitation. When the provision is recognised, the corresponding
rehabilitation costs are recognised as part of mining property and development assets. At each reporting date, the rehabilitation liability is
re-measured in line with changes in the timing or amount of the costs to be incurred. Changes in the liability relating to rehabilitation of mine
infrastructure and dismantling obligations are added to or deducted from the related asset.
If the change in the liability results in a decrease in the liability that exceeds the carrying amount of the asset, the asset is written down to nil
and the excess is recognised immediately in the income statement. If the change in the liability results in an addition to the cost of the asset,
the recoverability of the new carrying value is considered. Where there is an indication that the new carrying amount is not fully recoverable,
an impairment test is performed with the write down recognised in the income statement in the period in which it occurs.
The net present value of the provision is calculated using an appropriate discount rate, the unwinding of the discount applied in calculating
the net present value of the provision is charged to the income statement in each reporting period and is classifi ed as a fi nance cost.
(u) Employee benefi ts
(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefi ts, and annual leave expected to be settled within 12 months after the end of the
period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period
and are measured at the amounts expected to be paid when the liabilities are settled. The liability for annual leave and accumulating sick leave is
recognised in the provision for employee benefi ts. All other short-term employee benefi t obligations are presented as payables.
(ii) Other long-term employee benefi t obligations
The liability for long service leave and annual leave which is not expected to be settled within 12 months after the end of the period in which the
employees render the related service is recognised in the provision for employee benefi ts and measured as the present value of expected future
payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method.
Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future
payments are discounted using market yields at the end of the reporting period on national government bonds with terms to maturity and currency
that match, as closely as possible, the estimated future cash outfl ows.
(iii) Share-based payments
Share-based compensation benefi ts are provided to employees via the Bathurst Resources Limited Employee Share Option Plan. Information
relating to these schemes is set out in note 31.
The fair value of options granted under the Bathurst Resources Limited Employee Share Option Plan is recognised as an employee benefi ts expense
with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted, which
includes any market performance conditions and the impact of any non-vesting conditions but excludes the impact of any service and non-market
performance vesting conditions.
Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total expense is recognised
over the vesting period, which is the period over which all of the specifi ed vesting conditions are to be satisfi ed. At the end of each period, the entity
revises its estimates of the number of options that are expected to vest based on the non-marketing vesting conditions. It recognises the impact of
the revision to original estimates, if any, in profi t or loss, with a corresponding adjustment to equity.
(v) Contributed equity
Ordinary shares are classifi ed as equity. Issued and paid up capital is recognised at the fair value of the consideration received by the company.
Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received.
66
For personal use onlyFINANCIAL STATEMENTS
(w) Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
‧
the profi t attributable to owners of the company, excluding any costs of servicing equity other than ordinary shares
‧
by the weighted average number of ordinary shares outstanding during the fi nancial year, adjusted for bonus elements in ordinary shares issued
during the year.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the fi gures used in the determination of basic earnings per share to take into account:
‧
the after income tax effect of interest and other fi nancing costs associated with dilutive potential ordinary shares, and
‧
the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential
ordinary shares.
(x) Deferred Consideration
The fair value of deferred consideration payments are calculated periodically with adjustments through profi t and loss. The portion of the fair value
adjustment due to the time value of money (unwinding of discount) is recognised as a fi nance cost. For further information on deferred consideration
refer to note 17.
(y) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of goods and services tax (“GST”), except where the GST incurred on a purchase
of goods and services is not recoverable from the taxation authorities, in which case the GST is recognised as part of the cost of acquisition of the
asset or as part of an item of the expense item as applicable. Receivables and payables in the balance sheet are shown inclusive of GST.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet.
Cash fl ows are included in the Cash Flow Statement on a gross basis and the GST component of cash fl ows arising from investing and fi nancing
activities, which is recoverable from, or payable to, the taxation authority are classifi ed as operating cash fl ows.
(z) Rounding of amounts
The company is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investments Commission, relating to the
‘rounding off’ of amounts in the fi nancial statements. Amounts in the fi nancial statements have been rounded off in accordance with that Class Order
to the nearest thousand dollars, or in certain cases, the nearest dollar.
(aa) New accounting standards and interpretations
Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2012 reporting periods. The group’s
assessment of the impact of these new standards and interpretations is set out below.
(i) AASB 10 Consolidated Financial Statements, AASB 11 Joint Arrangements, AASB 12 Disclosure of Interests in Other Entities, revised AASB 127
Separate Financial Statements and AASB 128 Investments in Associates and Joint Ventures and AASB 2011-7 Amendments to Australian
Accounting Standards arising from the Consolidation and Joint Arrangements Standards (effective 1 January 2013)
In August 2011, the AASB issued a suite of fi ve new and amended standards which address the accounting for joint arrangements, consolidated
fi nancial statements and associated disclosures. AASB 10 replaces all of the guidance on control and consolidation in AASB 127 Consolidated and
Separate Financial Statements, and Interpretation 12 Consolidation – Special Purpose Entities. The core principle that a consolidated entity presents
a parent and its subsidiaries as if they are a single economic entity remains unchanged, as do the mechanics of consolidation. However, the
standard introduces a single defi nition of control that applies to all entities. It focuses on the need to have both power and rights or exposure to
variable returns. Power is the current ability to direct the activities that signifi cantly infl uence returns. Returns must vary and can be positive, negative
or both. Control exists when the investor can use its power to affect the amount of its returns. There is also new guidance on participating and
protective rights and on agent/principal relationships.
The group does not expect the new standard to have a signifi cant impact on its composition.
67
For personal use onlyFINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(aa) New accounting standards and interpretations (continued)
AASB 11 introduces a principles based approach to accounting for joint arrangements. The focus is no longer on the legal structure of joint
arrangements, but rather on how rights and obligations are shared by the parties to the joint arrangement. Based on the assessment of rights
and obligations, a joint arrangement will be classifi ed as either a joint operation or a joint venture. Joint ventures are accounted for using the equity
method, and the choice to proportionately consolidate will no longer be permitted. Parties to a joint operation will account their share of revenues,
expenses, assets and liabilities in much the same way as under the previous standard. AASB 11 also provides guidance for parties that participate
in joint arrangements but do not share joint control.
As the group is not a party to any joint venture arrangements, AASB 11 will not have any impact on the amounts recognised in its fi nancial
statements.
AASB 12 sets out the required disclosures for entities reporting under the two new standards, AASB 10 and AASB 11, and replaces the disclosure
requirements currently found in AASB 127 and AASB 128. Application of this standard by the group will not affect any of the amounts recognised
in the fi nancial statements, but will impact the type of information disclosed in relation to the group’s investments.
Amendments to AASB 128 provide clarifi cation that an entity continues to apply the equity method and does not remeasure its retained interest
as part of ownership changes where a joint venture becomes an associate, and vice versa. The amendments also introduce a “partial disposal”
concept. The group does not expect this will impact its fi nancial reporting.
The group does not expect to adopt the new standards before their operative date. They would therefore be fi rst applied in the fi nancial statements
for the annual reporting period ending 30 June 2014.
(ii) AASB Interpretation 20 Stripping Costs in the Production Phase of a Surface Mine and AASB 2011-12 Amendments to Australian Accounting
Standards arising from Interpretation 20 (effective 1 January 2013)
Interpretation 20 sets out the accounting for overburden waste removal (stripping) costs in the production phase of a mine. It states that these costs
can only be recognised as an asset if they can be attributed to an identifi able component of the ore body, the costs relating to the improved access
to that component can be measured reliably and it is probable that future economic benefi ts associated with the stripping activity (improved access
to the orebody) will fl ow to the entity. The costs will be amortised over the life of the identifi ed component of the ore body.
This is different to the consolidated entity’s current accounting policy which is to capitalise stripping costs based on a general waste-to-ore stripping
ratio and amortise the costs over the life of the mine. The interpretation must be applied retrospectively and the group will have to write off existing
stripping cost asset balances to retained earnings on the date of transition, unless they relate to an identifi able component of the ore body. The total
carrying amount of deferred waste capitalised as at 30 June 2012 was $nil.
The group expects to adopt the interpretation from 1 July 2013.
(iii) AASB 13 Fair Value Measurement and AASB 2011-8 Amendments to Australian Accounting Standards arising from AASB 13 (effective
1 January 2013)
AASB 13 was released in September 2011. It explains how to measure fair value and aims to enhance fair value disclosures. The group has yet
to determine which, if any, of its current measurement techniques will have to change as a result of the new guidance. It is therefore not possible
to state the impact, if any, of the new rules on any of the amounts recognised in the fi nancial statements. However, application of the new standard
will impact the type of information disclosed in the notes to the fi nancial statements. The group does not intend to adopt the new standard before
its operative date, which means that it would be fi rst applied in the annual reporting period ending 30 June 2014.
(ab) Parent entity fi nancial information
The fi nancial information for the parent entity, Bathurst Resources Limited, disclosed in note 32 has been prepared on the same basis as the
consolidated fi nancial statements, except as set out below.
(i) Investments in subsidiaries, associates and joint venture entities
Investments in subsidiaries, associates and joint venture entities are accounted for at cost in the fi nancial statements of Bathurst Resources Limited.
(ii) Financial guarantees
Where the parent entity has provided fi nancial guarantees in relation to loans and payables of subsidiaries for no compensation, the fair values
of these guarantees are accounted for as contributions and recognised as part of the cost of the investment.
68
For personal use onlyFINANCIAL STATEMENTS
NOTE 2 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 fi nancial 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 defi nition, seldom equal the related
actual results. The estimates and assumptions that have a signifi cant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next fi nancial year are discussed below.
(i) Impairment
The future recoverability of the assets recorded by the group is dependent upon a number of factors, including whether the group decides to exploit
its mine property itself or, if not, whether it successfully recovers the related asset through sale.
Factors that could impact future recoverability include the level of reserves and resources, future technological changes, costs of drilling and
production, production rates, future legal changes, and changes to commodity prices and foreign exchange rates.
(ii) Valuation of deferred consideration
In valuing the deferred consideration payable under business acquisitions management uses estimates and assumptions. This includes future coal
prices, discount rates, coal production, and the timing of payments. The amounts of deferred consideration are reviewed at each balance date and
updated based on best available estimates and assumptions at that time.
The carrying amount of deferred consideration is set out in note 17.
(iii) Reserves and Resources
Reserves and resources are based on information compiled by a Competent Person as defi ned in accordance with the Australasian Code of
Mineral Resources and Ore Reserves of December 2004 (the JORC code). There are numerous uncertainties inherent in estimating reserves and
assumptions that are valid at the time of estimation but that may change signifi cantly when new information becomes available. Changes in forecast
prices of commodities, exchange rates, production costs or recovery rates may change the economic status and may, ultimately, result in the
reserves being restated. Such changes in reserves could impact on depreciation and amortisation rates, asset carrying values and provisions for
rehabilitation.
(iv) Provision for rehabilitation
In calculating the estimated future costs of rehabilitating and restoring areas disturbed in the mining process certain estimates and assumptions
have been made. (Refer to Note 1(t)). The amount the group is expected to incur to settle these future obligations includes estimates in relation
to the appropriate discount rate to apply to the cash fl ow profi le, expected mine life, application of the relevant requirements for rehabilitation,
and the future expected costs of rehabilitation.
Changes in the estimates and assumptions used could have a material impact on the carrying value of the rehabilitation provision and related asset.
The provision is reviewed at each reporting date and updated based on the best available estimates and assumptions at that time.
The carrying amount of the rehabilitation provision is set out in Note 18.
(v) Waste in advance
Waste moved in advance is calculated with reference to the stripping ratio (waste moved over coal extracted) of the area of interest and the excess
of this ratio over the estimated stripping ratio for the area of interest expected to incur over its life. Management estimates this life of mine ratio based
on geological and survey models as well as reserve information for the areas of interest.
The carrying amount of the waste moved in advance is set out in Note 11.
(vi) Taxation
The group’s accounting policy for taxation requires management judgement in relation to the application of income tax legislation. There are many
transactions and calculations undertaken during the ordinary course of business where the ultimate tax determination is uncertain. The group
recognises liabilities for tax, and if appropriate taxation investigation or audit issues, based on whether taxation will be due and payable. Where the
taxation outcome of such matters is different from the amount initially recorded, such difference will impact the current and deferred tax position in
the period in which the assessment is made.
69
For personal use onlyFINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 2 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONTINUED)
In addition, certain deferred tax assets for deductible temporary differences and carried forward taxation losses have been recognised. In recognising
these deferred tax assets assumptions have been made regarding the group’s ability to generate future taxable profi ts. Utilisation of the tax losses
also depends on the ability of the tax entities to satisfy certain tests at the time the losses are recouped. If the entities fail to satisfy the tests, the
carried forward losses that are currently recognised as deferred tax assets would have to be written off to income tax expense. There is an inherent
uncertainty in applying these judgements and a possibility that changes in legislation will impact upon the carrying amount of deferred tax assets
and deferred tax liabilities recognised on the balance sheet.
NOTE 3 SEGMENT INFORMATION
(a) Description of segments
Management has determined the operating segments based on the reports reviewed by the board of directors that are used to make strategic
decisions.
The board reviews the business from both a mine and geographic perspective and has identifi ed two reportable segments. The Buller Coal segment
relates to the mining, development and ultimate exploitation of permits under the Buller Coal management team in the Buller region of New Zealand.
The Eastern Coal segment refers to the Takitimu mine and Timaru coal handling and distribution centre under the Eastern management team.
The fi nancial performance of these segments is monitored and operated separately from each other.
All other operations of the group are classifi ed within “Corporate” section of the segment note which encompasses the administration and treasury
management of the group.
During the period the defi nitions of the operating segments have changed to align to changes in the management structure of the group.
The Cascade mine and Whareatea West permit area now fall under the Buller Coal management team and are reported under the Buller Coal
segment. This mine and permit area previously fell under Eastern Resources Group. The Eastern Resources Group segment has been renamed
Eastern Coal to refl ect the rebranding initiatives undertaken by the group.
Comparative information has been restated to refl ect the changes discussed above.
70
For personal use onlyFINANCIAL STATEMENTS
(b) Segment information provided to the board
The segment information provided to the board for the reportable segments for the year ended 30 June 2012 is as follows:
2012
Sales revenue
Interest income
Other income
Total segment revenue
Inter segment revenue
Revenue from operations
Total revenue per the income statement
Loss before tax
Loss before tax includes:
Depreciation and amortisation
Impairment loss
Total segment assets
Total assets per the balance sheet
Total segment liabilities
Total liabilities per the balance sheet
2011
Sales revenue
Interest income
Other income
Total segment revenue
Inter segment revenue
Revenue from operations
Total revenue per the income statement
Profi t / (loss) before tax
Profi t / (loss) before tax includes:
Depreciation and amortisation
Total segment assets
Total assets per the balance sheet
Total segment liabilities
Total liabilities per the balance sheet
Buller Coal Eastern Coal
$’000
$’000
Corporate
$’000
6,666
19,663
-
7
6,673
(780)
5,893
59
510
20,232
-
20,232
-
3,560
12
3,572
-
3,572
Total
$’000
26,329
3,619
529
30,477
(780)
29,697
29,697
(14,893)
(7,789)
(3,191)
(25,873)
1,093
-
332,446
1,238
6,365
4,609
101
-
54,147
215,034
3,279
823
Buller Coal Eastern Coal
$’000
$’000
Corporate
$’000
1,682
-
-
1,682
(470)
1,212
4,744
28
153
4,925
-
4,925
-
2,621
-
2,621
-
2,621
2,432
6,365
391,202
391,202
219,136
219,136
Total
$’000
6,426
2,649
153
9,228
(470)
8,758
8,758
4,833
144
(20,085)
(15,108)
486
181
21
688
291,061
11,924
85,881
209,432
5,084
570
388,866
388,866
215,086
215,086
71
For personal use onlyFINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 3 SEGMENT INFORMATION (CONTINUED)
(c) Other segment information
(i) Segment revenue
Interest income between the segments is carried out at arm’s length and is eliminated on consolidation. The revenue from external parties reported
to the board is measured in a manner consistent with that in the income statement.
Revenues from external customers are derived from the sale of coal and freight services. Interest income from external parties is earned on cash
deposits.
(ii) Segment assets
The amounts reported to the board with respect to total assets are measured in a manner consistent with that of the fi nancial statements. These
assets are allocated based on the operations of the segment and the physical location of the asset.
The total of non-current assets other than fi nancial instruments and deferred tax assets located in Australia is $340,324 (2011: $343,915), and the
total of these non-current assets located in New Zealand is $327,028,375 (2011: $295,522,798). Segment assets are allocated to countries based
on where the assets are located.
(iii) Segment liabilities
The amounts reported to the board with respect to total liabilities are measured in a manner consistent with that of the fi nancial statements. These
liabilities are allocated based on the operations of the segment.
NOTE 4 REVENUE
Sales revenue
Coal sales
Freight
Other revenue
Interest income
Other
Total revenue from operations
2012
$’000
16,454
9,095
25,549
3,619
529
4,148
29,697
2011
$’000
4,045
1,911
5,956
2,649
153
2,802
8,758
72
For personal use onlyFINANCIAL STATEMENTS
NOTE 5 EXPENSES
LOSS BEFORE INCOME TAX INCLUDES THE FOLLOWING SPECIFIC EXPENSES:
2012
$’000
2011
$’000
Employee benefi t expenses
Defi ned contribution post-employment expense
Other employee benefi ts expense
Total employee benefi ts expenses
Depreciation
Buildings
Mine infrastructure
Plant & machinery
Furniture, fi ttings, and equipment
Plant & machinery under fi nance leases
Amortisation
Mining licences
Mining properties
Total depreciation and amortisation
Impairment losses (a)
Property, plant, and equipment
Mine licences, properties, and exploration & evaluation assets
Waste in advance
Total impairment loss
Finance costs
Interest expense
Provisions: unwinding of discount rate (note 18)
Deferred consideration: unwinding of discount rate (note 17)
Total fi nance costs
Foreign exchange loss / (gain)
Foreign exchange on intercompany loans
Foreign exchange on deferred consideration (note 17)
Realised foreign exchange
Total foreign exchange loss / (gain)
Net loss on disposal of property, plant and equipment
Minimum lease payments expense relating to operating leases
73
230
8,350
8,580
37
207
425
301
469
1,439
827
166
993
2,432
3,877
2,013
475
6,365
187
54
3,811
4,052
-
6,987
96
7,083
27
516
141
3,648
3,789
8
75
120
46
125
374
143
171
314
688
-
-
-
-
181
-
3,004
3,185
(1,626)
(6,613)
23
(8,216)
6
188
For personal use onlyFINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 5 EXPENSES (CONTINUED)
(a) Impairment loss
During the year a review and analysis of the Eastern Coal business was undertaken which indicated that the assets of the Eastern Coal business
were impaired. The main driver of this impairment was a coal supply contract with negative margins.
The Eastern Coal Cash Generating Unit (“CGU”) is the Takitimu mine and Timaru coal handling and distribution centre. The recoverable amount
of the CGU was determined using its fair value less costs to sell. The fair value less costs to sell was determined on a discounted cash fl ow basis.
Forecast cash fl ows were based on existing mining contracts, coal sales contracts and a discount rate the company would expect a market
participant to apply to future cash fl ows. The resulting cash fl ows were discounted using a post-tax real cost of capital.
The review of the business continues and business improvement initiatives are to be implemented.
NOTE 6 INCOME TAX BENEFIT
(A) INCOME TAX EXPENSE / (BENEFIT)
Current tax
Deferred tax
Adjustments for current tax of prior periods
Deferred income tax (benefi t) / expense included in the income tax benefi t comprises:
Increase in deferred tax assets (note 14)
Increase in deferred tax liabilities (note 19)
(B) NUMERICAL RECONCILIATION OF INCOME TAX BENEFIT TO PRIMA FACIE TAX PAYABLE
Loss from continuing operations before income tax benefi t
Tax at the standard Australian rate of 30%
Tax effect of amounts that are not deductible / (assessable) in calculating taxable income:
Non-deductible expenses
Revaluation of deferred consideration
Non-deductible amortisation of fair value adjustments
Unwinding of discount rates
Unrealised foreign exchange losses / (gains)
Other
Potential tax benefi ts not recognised
Difference in overseas tax rates
Adjustments for current tax of prior periods
Adjustments to previously unrecognised tax losses
Effect of change in tax rate on recognised carried forward tax losses
Income tax benefi t
(C) TAX LOSSES
2012
$’000
-
(4,721)
368
(4,353)
(5,051)
330
(4,721)
2011
$’000
(32)
(1,601)
-
(1,633)
(1,737)
136
(1,601)
(25,873)
(7,762)
(15,108)
(4,532)
438
(572)
-
1,160
2,095
392
105
(4,144)
278
368
(855)
-
(4,353)
775
653
51
902
(2,419)
29
2,777
(1,764)
-
-
-
131
(1,633)
Unused tax losses for which no deferred tax asset has been recognised
Potential tax benefi t at 30%
15,885
4,766
10,641
3,192
74
For personal use onlyFINANCIAL STATEMENTS
The potential tax benefi ts relate to the following tax jurisdictions:
Australia
(D) UNRECOGNISED TEMPORARY DIFFERENCES
Temporary difference relating to investments in subsidiaries for which deferred tax liabilities have
not been recognised:
Foreign currency translation
Unrecognised deferred tax (assets) / liabilities relating to the above temporary differences
2012
$’000
2011
$’000
4,766
3,192
1,028
308
141
42
A deferred tax liability has not been recognised in respect of temporary differences of $308,000 (2011: $42,000) arising as a result of the translation
of the fi nancial statements of the consolidated entity’s subsidiaries in New Zealand. The deferred tax asset will only arise in the event of disposal of
the subsidiary, and no such disposal is expected in the foreseeable future.
(E) CURRENT TAX PAYABLE
Payable assumed on acquisition of subsidiary
Current tax expense
Exchange differences
Total current tax payable
NOTE 7 CASH AND CASH EQUIVALENTS
Cash at bank and on hand
Deposits at call
(a) Risk exposure
2012
$’000
2011
$’000
-
-
-
-
2012
$’000
9,450
44,373
53,823
925
(32)
49
942
2011
$’000
9,231
78,187
87,418
The group’s exposure to interest rate risk is discussed in note 23. The maximum exposure to credit risk at the end of the reporting period is the
carrying amount of each class of cash and cash equivalents mentioned above.
NOTE 8 TRADE AND OTHER RECEIVABLES
Trade receivables
Provision for impairment of receivables
Loans to key management personnel *
GST Receivable
Interest receivable
Other receivables
* Further information relating to loans to key management personnel is set out in note 24.
75
2012
$’000
1,435
(1)
1,434
380
331
274
196
2,615
2011
$’000
1,765
(4)
1,761
380
1,250
550
46
3,987
For personal use onlyFINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 8 TRADE AND OTHER RECEIVABLES (CONTINUED)
(a) Impaired trade receivables and past due but not impaired
Ageing information on impaired trade receivables and trade receivables that are past due but not impaired has not been provided as the amounts
are not material to the group. Impaired receivables at 30 June 2012 totalled $542 and trade receivables past due but not impaired at 30 June 2012
totalled $1,223.
(b) Foreign exchange and interest rate risk
Information about the group’s exposure to foreign currency risk and interest rate risk in relation to trade and other receivables is provided in note 23.
(c) Fair value and credit risk
Due to the short term nature of these receivables, their carrying amount is assumed to approximate their fair value.
The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of receivables mentioned above.
Refer to note 23 for more information on the risk management policy of the group and the credit quality of the entity’s trade receivables.
NOTE 9 INVENTORIES
Raw materials and stores
Finished goods *
2012
$’000
71
1,943
2,014
2011
$’000
53
1,005
1,058
* Finished goods are recorded at the lower of cost and net realisable value as per note 1(l).
(a) Inventory expense
Inventories recognised as expense during the year ended 30 June 2012 amounted to $14,412,680 (2011 – $2,849,910).
Write downs of inventories to net realisable value recognised as an expense during the year ended 30 June 2012 amounted to $1,024,195 (2011 –
nil). The expense has been included in “Changes in inventories of fi nished goods” in the income statement.
NOTE 10 FINANCIAL ASSETS
CURRENT
Advances to third parties
NON-CURRENT
Security bonds and deposits
Advances to third parties
2012
$’000
136
136
309
2,996
3,305
2011
$’000
-
-
282
-
282
Security bonds and deposits have been provided to third parties in relation to rental properties and mine / permit access arrangements.
Advances to third parties have been made under construction contracts to provide working capital assistance to the engaged contractor.
The advance made attracts an interest rate of 5.75% and is secured by a bank guarantee in favour of Buller Coal Limited.
76
For personal use onlyFINANCIAL STATEMENTS
NOTE 11 OTHER ASSETS
CURRENT
Waste moved in advance
Impairment of Waste in advance (see note 5)
Prepayments
NON-CURRENT
Deposits paid
2012
$’000
2011
$’000
475
(475)
181
181
398
-
139
537
1,759
1,759
3,897
3,897
The deposits paid in the 2011 year relate to the acquisition of the Coalbrookdale assets. This acquisition was completed on 21 July 2011.
The deposit formed part of the consideration for the asset purchase which is classifi ed as ‘Mine licences & properties’ at 30 June 2012.
The deposits paid in the 2012 year relate to the acquisition of strategic land holdings for the Eastern Coal business. The acquisition was approved
by the Overseas Investment Offi ce of New Zealand on 25 July 2012 and is planned to be completed by December 2012. See note 28.
NOTE 12 PROPERTY, PLANT AND EQUIPMENT
Freehold
Land
$’000
Buildings
$’000
Mine
Infrastructure
$’000
Plant &
Machinery
$’000
Plant &
Machinery
under
fi nance
lease
$’000
Furniture,
fi ttings and
equipment
$’000
YEAR ENDED 30 JUNE 2011
Opening net book amount
Acquisition of subsidiary
Additions
Disposals
Exchange differences
Depreciation charge
Closing net book amount
AT 30 JUNE 2011
Cost or fair value
Accumulated depreciation
Net book amount
-
550
599
-
42
-
1,191
1,191
-
1,191
-
362
-
-
19
(8)
373
488
(115)
373
-
707
2,834
-
97
(75)
-
2,435
171
(1)
122
(120)
3,563
2,607
4,340
(777)
3,563
4,173
(1,566)
2,607
-
1,649
-
-
83
(125)
1,607
2,371
(764)
1,607
36
115
606
(16)
10
(46)
705
819
(114)
705
Total
$’000
36
5,818
4,210
(17)
373
(374)
10,046
13,382
(3,336)
10,046
77
For personal use onlyFINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 12 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
Freehold
Land
$’000
Buildings
$’000
Mine
Infrastructure
$’000
Plant &
Machinery
$’000
Plant &
Machinery
under
fi nance
lease
$’000
Furniture,
fi ttings and
equipment
$’000
YEAR ENDED 30 JUNE 2012
Opening net book amount
Additions
Disposals
Impairment loss (Note 5 )
Exchange differences
Depreciation charge
Closing net book amount
AT 30 JUNE 2012
Cost or fair value
Accumulated depreciation
Net book amount
1,191
411
-
-
19
-
373
741
(2)
(66)
9
(37)
1,621
1,018
1,621
-
1,621
1,145
(127)
1,018
3,563
5,802
(192)
(1,924)
69
(207)
7,111
7,779
(668)
7,111
2,607
579
(35)
(1,847)
30
(425)
909
1,773
(864)
909
1,607
-
-
-
20
(469)
1,158
2,404
(1,246)
1,158
705
848
(83)
(40)
7
(301)
1,136
1,448
(312)
1,136
2012
$’000
Total
$’000
10,046
8,381
(312)
(3,877)
154
(1,439)
12,953
16,170
(3,217)
12,953
2011
$’000
(a) Assets in the course of construction
The carrying amounts of the assets disclosed above include the following expenditure recognised
in relation to property, plant and equipment which is in the course of construction:
Mine infrastructure
6,926
2,869
(b) Non-current assets pledged as security
Refer to note 16 for information on non-current assets pledged as security by the group.
78
For personal use onlyFINANCIAL STATEMENTS
NOTE 13 MINING LICENCES, PROPERTIES, EXPLORATION, AND EVALUATION ASSETS
30 JUNE 2011
Opening net book amount
Acquisition of subsidiary
Additions
Amortisation charge
Exchange differences
Closing net book amount
30 JUNE 2012
Opening net book amount
Additions
Effect of prior period adjustments (see note 17 & 19)
Amortisation charge
Impairment loss (see note 5 )
Exchange differences
Closing net book amount
NOTE 14 DEFERRED TAX ASSETS
THE BALANCE COMPRISES TEMPORARY DIFFERENCES ATTRIBUTABLE TO:
Tax losses
Impairment loss
Accruals
Employee benefi ts
Property, plant and equipment
Provisions
Total deferred tax assets
Exploration
& evaluation
expenditure
$’000
Mining
licences &
properties
$’000
Total
$’000
-
5,336
2,962
-
100
-
-
272,741
278,077
-
(314)
816
2,962
(314)
916
8,398
273,243
281,641
8,398
8,507
-
-
(1,191)
163
273,243
281,641
27,488
(3,713)
(993)
(822)
3,336
35,995
(3,713)
(993)
(2,013)
3,499
15,877
298,539
314,416
2012
$’000
4,092
1,789
29
53
42
849
6,854
2011
$’000
1,747
-
19
56
10
249
2,081
Set-off of deferred tax liabilities pursuant to set-off provisions (see note 19)
(6,854)
(2,081)
Net deferred tax assets
Deferred tax assets expected to be recovered within 12 months
Deferred tax assets expected to be recovered after 12 months
-
475
6,379
6,854
-
2,081
-
2,081
79
For personal use onlyFINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 14 DEFERRED TAX ASSETS (CONTINUED)
MOVEMENTS
Tax losses
$’000
Accruals
$’000
AT 30 JUNE 2011
Movement to the profi t or loss
Tax losses utilised
Reclassifi ed (see note 19)
Exchange differences
At 30 June 2012
1,747
2,619
(335)
-
61
4,092
19
10
-
-
-
29
Employee
benefi ts
$’000
Property,
plant and
equipment
$’000
Provisions
$’000
Impairment
Loss
$’000
56
(4)
-
-
1
53
10
67
-
(35)
-
42
249
576
-
18
6
849
-
1,783
-
-
6
1,789
6,854
Total
$’000
2,081
5,051
(335)
(17)
74
The group has recognised a deferred tax asset in relation to the tax losses of the New Zealand entities on the basis that these losses can be utilised
by future profi t generating New Zealand operations.
NOTE 15 TRADE AND OTHER PAYABLES
2012
$’000
3,631
1,930
5,561
2011
$’000
4,201
481
4,682
2012
$’000
2011
$’000
1,405
608
2,013
-
-
-
273
558
831
1,385
603
1,988
Trade payables
Other payables
(a) Risk exposure
Information on the group’s exposure to foreign exchange risk is provided in note 23.
NOTE 16 BORROWINGS
CURRENT
Secured
Bank loans
Lease liabilities (note 26)
NON-CURRENT
Secured
Bank loans
Lease liabilities (note 26)
80
For personal use onlyFINANCIAL STATEMENTS
(a) Breach of covenant
The group has a fi nance facility (encompassing a bank loan, fi nance lease facility, and bank overdraft facility (unused at 30 June 2012)) with Westpac
New Zealand Limited. Debt covenants relating to this facility were breached during the year and as such Westpac New Zealand Limited has the
option to call on these facilities at any time. Accordingly, the fi nance leases and bank loans with Westpac New Zealand Limited have been classifi ed
as current. Westpac New Zealand waived their rights to take action in respect of the breach on 24 September 2012.
(b) Security
The bank loans are secured by an all obligations General Security Agreement given by Eastern Coal Limited and its subsidiaries (“Eastern”)
under which each member of Eastern grants to the bank a fi rst ranking security interest over all its present and future acquired property
(including proceeds) and a fi rst ranking security interest over any of the Eastern assets. In addition to this, the bank has a registered fi rst
and exclusive mortgage over the property at Timaru owned by a subsidiary company, Eastern Coal Supplies Limited.
Lease liabilities are effectively secured as the rights to the leased assets recognised in the fi nancial statements revert to the lessor in the event
of default.
The carrying amount of assets pledged as security for current and non-current borrowings are:
CURRENT
General Security Agreement
Cash and cash equivalents
Receivables
Inventories
Total current assets pledged as security
NON-CURRENT
First and exclusive mortgage
Freehold land and buildings
Finance lease
Plant and equipment
General Security Agreement
Plant and equipment
Total non-current assets pledged as security
Total assets pledged as security
(c) Fair value
Bank loans
Lease liabilities
(d) Risk exposures
2012
$’000
2011
$’000
1,166
1,497
2,014
4,677
2,935
1,801
1,058
5,794
874
876
1,158
1,607
886
2,918
7,595
3,250
5,733
11,527
2012
Carrying
amount
$’000
1,405
608
2,013
Fair value
$’000
1,405
608
2,013
2011
Carrying
amount
$’000
1,658
1,161
2,819
Fair value
$’000
1,658
1,161
2,819
Details of the group’s exposure to risks arising from current and non-current borrowings are set out in note 23.
81
For personal use onlyFINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 17 DEFERRED CONSIDERATION
CURRENT
Acquisition of subsidiary deferred consideration
NON-CURRENT
Acquisition of subsidiary deferred consideration
Total deferred consideration
MOVEMENTS
Balance as at 30 June 2011
Unwinding of discount rate
Foreign exchange loss
Fair value adjustments to deferred consideration
Effect of prior period adjustment
Exchange differences
At 30 June 2012
(a) Details on deferred consideration
Unwinding of discount rate
2012
$’000
-
-
138,583
138,583
138,583
2011
$’000
41,052
41,052
89,387
89,387
130,439
Deferred
consideration
$’000
130,439
3,811
6,987
(1,905)
(2,673)
1,924
138,583
The unwinding of discount rate adjustment relates to the fair value impact on the deferred consideration calculation of the time value of money.
Prior period adjustment
During the year an error was noted in the calculation of the fair value of deferred consideration at the time of acquisition. As this adjustment was
noted within the 12 months after the acquisition date it has been refl ected in the carrying amount of assets acquired rather than through the profi t
or loss.
Deferred consideration
The acquisition of Buller Coal Limited (formerly L&M Coal Limited) in November 2010 contained two components of deferred consideration, cash
and royalties.
Deferred cash consideration
The deferred cash consideration is made up of two payments of US$40,000,000 , the fi rst being payable upon 25,000 tonnes of coal being shipped
from the Buller Coal Project and the second payable upon 1 million tonnes of coal being shipped from the Buller Coal Project.
The potential undiscounted amount of all future cash payments that the group could be required to make under these arrangements is between
US$nil and US$80,000,000. The deferred cash consideration is valued at each reporting date based on expected timing of the cash payment
and an appropriate discount rate. In accordance with Australian Accounting Standards the revaluations are taken to the income statement.
82
For personal use onlyFINANCIAL STATEMENTS
Royalties
As part of the consideration Bathurst was party to a royalty agreement with L&M Coal Holdings Limited. The amounts that are payable in the future
under this royalty agreement are required, under the Australian Accounting Standards, to be recognised as part of the consideration paid for Buller
Coal Limited
The fair value of the future royalty payments is estimated using an appropriate discount rate, production profi le, and forecasted US dollar coal prices
(estimated using forecasts from leading investment banks). In accordance with Australian Accounting Standards the revaluations are taken to the
income statement.
Foreign exchange
Both elements of the deferred consideration are denominated in US dollars and as such are exposed to movements in foreign exchange rates
(notably New Zealand dollar / US dollar rates) with the effect of changes in the foreign exchange rates being recognised in the income statement
in the period the change occurs. Refer to note 23 for discussion on the sensitivity of the income statement to fl uctuations in the New Zealand dollar /
US dollar exchange rate.
The deferred consideration only becomes payable upon sales targets and as such is considered to be naturally hedged against US dollar sales
receipts expected at the time the deferred consideration falls due.
Payment timing
The production targets that trigger the performance payments and royalties are not expected to be met within the next 12 months, as such deferred
consideration is classifi ed as non-current at 30 June 2012.
(b) Security
Pursuant to a deed of guarantee and security the two performance payments of US$40 million included in the deferred consideration above are
secured by way of a fi rst-ranking security interest in all of Buller’s present and future assets (and present and future rights, title and interest in any
assets). In addition to this, Buller Coal Limited has guaranteed the payment of all amounts under the Sale and Purchase Agreement with L&M Coal
Holdings Limited.
The performance payments are due on the production targets discussed above; until these production targets are met no amounts are due or
payable under the Sale and Purchase Agreement with L&M Coal Holdings Limited.
NOTE 18 PROVISIONS
CURRENT
Employee benefi ts
Rehabilitation
NON-CURRENT
Rehabilitation
Total provisions
2012
$’000
442
195
637
1,745
1,745
2,382
2011
$’000
286
223
509
668
668
1,177
83
For personal use onlyFINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 18 PROVISIONS (CONTINUED)
(a) Rehabilitation
Provision is made for the future rehabilitation of areas disturbed in the mining process. Management estimates the provision based on expected
levels of rehabilitation, areas disturbed and an appropriate discount rate. Refer to note 1(t) for the group’s accounting policy on rehabilitation.
(b) Movements in provisions
Movements in each class of provision during the fi nancial year, other than employee benefi ts, are set out below:
Rehabilitation
Provision
$’000
891
54
974
21
1,940
2012
$’000
2011
$’000
76,077
76,261
315
611
448
77,451
(6,854)
70,597
191
77,260
77,451
290
350
207
77,108
(2,081)
75,027
2,068
75,040
77,108
Total
$’000
77,108
330
(1,040)
(17)
1,070
77,451
Carrying amount at start of year
Unwinding of discount rate
Additional provisions recognised
Exchange differences
Carrying amount at the end of the year
NOTE 19 DEFERRED TAX LIABILITIES
THE BALANCE COMPRISES TEMPORARY DIFFERENCES ATTRIBUTABLE TO:
Mining licences
Waste moved in advance
Exploration and evaluation expenditure
Property, plant and equipment
Total deferred tax liabilities
Set-off of deferred tax assets pursuant to set-off provisions (see note 14)
Net deferred tax liabilities
Deferred tax liabilities expected to be settled within 12 months
Deferred tax liabilities expected to be settled after 12 months
MOVEMENTS
AT 30 JUNE 2011
Movement to the profi t or loss
Effect of prior period adjustment
Reclassifi cation (see note 14)
Exchange differences
At 30 June 2012
Mining
licences
$’000
Waste in
advance
$’000
Exploration &
evaluation
$’000
Property,
plant and
equipment
$’000
76,261
(233)
(1,040)
18
1,071
76,077
290
36
-
-
(11)
315
350
255
-
-
6
611
207
272
-
(35)
4
448
84
For personal use onlyFINANCIAL STATEMENTS
NOTE 20 CONTRIBUTED EQUITY
(a) Share capital
Ordinary fully paid shares
Cost of capital raising
(b) Movements in ordinary share capital
DETAILS
OPENING BALANCE 1 JULY 2010
Issue of shares
Rights issue (including shortfall)
Conversion of listed and unlisted options
Issue of shares
Less: cumulative costs of capital raising
Balance 30 June 2011
Issue of shares for Coalbrookdale purchase
Conversion of unlisted options
Less: cumulative costs of capital raising
Balance 30 June 2012
(c) Ordinary shares
2012
Shares
2011
Shares
695,747,997
667,907,997
695,747,997
667,907,997
(c)
(e)
(d)
(c)
Number of
shares
224,924,333
253,333,334
116,269,357
20,980,973
52,400,000
667,907,997
2012
$’000
224,497
(13,434)
211,063
Issue
price
$0.30
$0.30
various
$1.05
(f)
(d)
15,000,000
12,840,000
$1.07
Various
695,747,997
2011
$’000
205,560
(13,370)
192,190
$’000
32,958
76,000
34,881
4,630
55,020
205,560
(13,370)
192,190
16,042
2,895
224,497
(13,434)
211,063
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the company in proportion to the number of shares
held. Every ordinary share is entitled to one vote.
(d) Options
Information relating to the Bathurst Resources Limited Employee Share Option Plan, including details on options issued and exercised during the
fi nancial year and options outstanding at the end of the reporting period is set out in note 31.
(e) Rights issue
On 7 October 2010 the company invited shareholders to subscribe to a rights issue of 116,269,357 ordinary shares at an issue price of $0.30 per
share on the basis of 1 share for every 2 fully paid ordinary shares held. The issue was fully subscribed.
(f) Coalbrookdale assets
On 21 July 2011 the group completed the acquisition of the Coalbrookdale assets. As part of the acquisition 15,000,000 shares in Bathurst
Resources Limited were issued to the vendor.
(g) Capital risk management
The board’s policy is to maintain a strong capital base so as to maintain investor, creditor, and market confi dence and to sustain the future
development of the business. Given the stage of the company’s development there are no formal targets set for return on capital. There were no
changes to the company’s approach to capital management during the year. The company is not subject to externally imposed capital requirements.
85
For personal use onlyFINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 21 RESERVES
Option issue reserve
Foreign currency translation reserve
2012
$’000
14,763
1,200
15,963
2011
$’000
14,858
172
15,030
The movements in the reserves for the year are shown in the consolidated statement of changes in equity.
Nature and purpose of reserves
Option issue reserve
The option reserve is used to recognise the fair value of options issued.
Foreign currency translation reserve
Exchange differences arising on the translation of foreign controlled entities and from the translation of ‘quasi equity’ inter-company loans in foreign
operations are recognised in other comprehensive income as described in note 1(d) and accumulated in a separate reserve within equity.
NOTE 22 DIVIDENDS
No dividend was paid or declared during the fi nancial year and the directors do not recommend the payment of a dividend.
NOTE 23 FINANCIAL RISK MANAGEMENT
The group’s activities expose it to a variety of fi nancial risks: market risk (including currency risk, interest rate risk and price risk), credit risk and
liquidity risk. The group’s overall risk management programme focuses on the unpredictability of fi nancial markets and seeks to minimise potential
adverse effects on the fi nancial performance of the group.
The group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of
interest rate, foreign exchange and other price risks and aging analysis for credit risk.
Risk management is carried out by the management team under policies approved by the board of directors. Management identifi es and evaluates
fi nancial risks on a regular basis.
The group holds the following fi nancial instruments:
FINANCIAL ASSETS
Cash and cash equivalents
Trade and other receivables
Other fi nancial assets
FINANCIAL LIABILITIES
Trade and other payables
Borrowings
Deferred consideration
86
2012
$’000
2011
$’000
53,823
2,615
3,441
59,879
5,561
2,013
138,583
146,157
87,418
3,987
282
91,687
4,682
2,819
130,439
137,940
For personal use onlyFINANCIAL STATEMENTS
(a) Market risk
(i) Foreign exchange risk
The group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the
US dollar.
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the
entity’s functional currency. The risk is measured using sensitivity analysis and cash fl ow forecasting.
Due to the stage that the group is in regards to its development, management has not set up formal foreign exchange risk policies.
As certainty around the timing of the cash fl ows required and generated by the project become clearer an appropriate foreign exchange risk
management policy will be introduced.
The group’s exposure to foreign currency risk at the end of the reporting period, expressed in Australian dollars, was as follows:
Deferred consideration
Sensitivity
30 June 2012
USD
$’000
30 June 2011
USD
$’000
(138,583)
(130,439)
Profi t is sensitive to movements in the NZ dollar / US dollar exchange rates due to the US dollar denominated deferred consideration shown in the
table above. Had the NZ dollar weakened / strengthened by 10% against the US dollar with all other variables held constant, the group’s post-tax
profi t for the year would have been $15,544,000 lower / $12,718,000 higher (2011: $14,520,000 lower / $16,090,000 higher) due only to the
conversion of the US dollar denominated deferred consideration payments.
(ii) Cash fl ow and fair value interest rate risk
The group’s main interest rate risk arises from long term borrowings. Borrowings that are issued at variable interest rates expose the group to cash
fl ow interest rate risk. Borrowings issued at fi xed rates expose the group to fair value interest rate risk if the borrowings are carried at fair value. The
group has limited debt and as such there is no formal policy around levels of fi xed and variable borrowings to be maintained. During 2012, the
group’s borrowings (both fi xed and variable) were denominated in NZ dollars.
As at the end of the reporting period, the group had the following variable rate borrowings:
Bank loans
An analysis by maturities is provided in (c) below.
30 June 2012
30 June 2011
Weighted avg
interest rate
%
5.5%
Balance
$’000
1,405
Weighted avg
interest rate
%
4.2%
Balance
$’000
1,658
The group’s fi xed rate borrowings and receivables are carried at amortised cost. They are therefore not subject to interest rate risk as defi ned
in AASB 7.
Due to the relatively low borrowings of the group the group does not regularly analyse its interest rate exposure and cash fl ow interest rate risk.
As the group matures and the borrowings increase management will develop appropriate polices and manage the risk accordingly.
Sensitivity
At 30 June 2012, if interest rates had been 100 basis points higher or lower during the year with all other variables held constant, post-tax profi t for
the year would have been $619,000 higher / lower (2011: $300,000 higher / lower), mainly as a result of higher/lower interest income from cash and
cash equivalents. Profi t is more sensitive to movements in the interest rates in 2012 than 2011 because the average cash balance for 2012 was
higher than 2011.
87
For personal use onlyFINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 23 FINANCIAL RISK MANAGEMENT (CONTINUED)
(b) Credit risk
Credit risk is managed on a group basis. Credit risk arises from cash and cash equivalents as well as credit exposures to our customers, including
outstanding receivables. For banks and fi nancial institutions, only S&P rated parties with a minimum rating of ‘A-1+’ are accepted. If wholesale
customers are independently rated, these ratings are used. Otherwise, if there is no independent rating, risk control assesses the credit quality of the
customer, taking into account its fi nancial position, past experience and other factors.
The compliance with credit limits by corporate customers is regularly monitored by management. Sales to retail customers are required to be settled
in cash or using major credit cards, mitigating credit risk.
The credit quality of fi nancial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to
historical information about counterparty default rates:
TRADE RECEIVABLES
Counterparties with an external credit rating (S&P)
A-1
A-2
Counterparties without external credit rating
Group 1*
Total trade receivables
Cash at bank and short-term deposits
A-1+
*Group 1 – existing customers (more than 6 months) with no defaults in the past.
(c) Liquidity risk
2012
$’000
2011
$’000
122
590
712
723
1,435
201
640
841
920
1,761
53,823
87,418
Prudent liquidity risk management implies maintaining suffi cient cash and the availability of funding through an adequate amount of committed credit
facilities to meet obligations when they fall due. At the end of the reporting period the group held deposits at call of $44,372,630 (2011–
$78,187,202) that are expected to readily generate cash infl ows for managing liquidity risk. Due to the dynamic nature of the project, the group
maintains fl exibility in liquidity through the use of rolling deposit maturity cycles and by maintaining availability under committed credit lines.
Given the large cash reserves of the business the focus of management is to maximise returns on this cash rather than adopt a formal liquidity
management policy.
Financing arrangements
The group had access to the following undrawn borrowing facilities at the end of the reporting period:
FLOATING RATE
Bank overdraft (expiring within one year)
The bank overdraft facilities may be drawn at any time and may be terminated by the bank without notice.
2012
$’000
2011
$’000
422
416
88
For personal use onlyFINANCIAL STATEMENTS
Maturities of fi nancial liabilities
The tables below analyse the group’s fi nancial liabilities into relevant maturity groupings based on their contractual maturities. The amounts disclosed
in the table are the contractual undiscounted cash fl ows. Balances due within 12 months equal their carrying balances as the impact of discounting
is not signifi cant.
CONTRACTUAL MATURITIES
OF FINANCIAL LIABILITIES
Less than
6 months
6 – 12
months
Between
1 and 2
years
Between
2 and 5
years
Over
5 years
Total
contractual
cash fl ows
Carrying
amount
At 30 June 2012
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Trade payables
Borrowings (exc. fi nance leases)
Finance leases
Deferred consideration
Total
5,561
1,405
608
-
7,574
-
-
-
-
-
-
-
-
-
-
-
-
-
-
43,506
43,506
60,031
60,031
82,650
82,650
5,561
1,405
608
186,187
193,761
5,561
1,405
608
138,583
146,157
CONTRACTUAL MATURITIES
OF FINANCIAL LIABILITIES
Less than
6 months
6 – 12
months
Between
1 and 2
years
Between
2 and 5
years
Over
5 years
Total
contractual
cash fl ows
Carrying
amount
At 30 June 2011
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Trade payables
Borrowings (exc. fi nance leases)
Finance leases
Deferred consideration
Total
(d) Fair value measurements
4,682
170
321
575
5,748
-
167
321
41,176
41,664
-
1,390
383
46,053
47,826
-
-
287
36,190
36,477
-
-
-
17,383
17,383
4,682
1,727
1,312
141,377
149,098
4,682
1,658
1,161
130,439
137,940
The fair value of fi nancial assets and fi nancial liabilities must be estimated for recognition and measurement or for disclosure purposes.
AASB 7 Financial Instruments: Disclosures requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:
(a) Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1)
(b) Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived
from prices) (level 2), and
(c) Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3).
The following table presents the groups assets and liabilities measured and recognised at fair value at 30 June 2012 and 30 June 2011:
At 30 June 2012
LIABILITIES
Deferred consideration (see note 17)
At 30 June 2011
LIABILITIES
Deferred consideration (see note 17)
89
Level 3
$’000
Total
$’000
138,583
138,583
Level 3
$’000
Total
$’000
130,439
130,439
For personal use onlyFINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 23 FINANCIAL RISK MANAGEMENT (CONTINUED)
(d) Fair value measurements (continued)
The fair value of the deferred consideration is calculated as the present value of the expected cash fl ows using a discount rate that refl ects the
specifi c risk to the expected payment profi le. If the risk adjusted discount rate was 10% higher or lower, the fair value of the deferred consideration
would decrease by $3,446,122 / increase by $3,669,214. If the expected cash fl ows from the royalty component of the deferred consideration were
10% higher or lower, the fair value of the deferred consideration would increase by $6,267,096 / decrease by $6,267,096.
NOTE 24 KEY MANAGEMENT PERSONNEL DISCLOSURES
(a) Key management personnel compensation
Short-term employee benefi ts
Post-employment benefi ts
Share based payments
2012
$
2011
$
3,032,349
2,346,640
142,987
96,576
(14,181)
9,997,537
3,161,155
12,440,753
Detailed remuneration disclosures are provided in the remuneration report on pages 33 to 41.
(b) Equity instrument disclosures relating to key management personnel
(i) Options provided as remuneration and shares issued on exercise of such options
Details of options provided as remuneration and shares issued on the exercise of such options, together with the terms and conditions of such
options, can be found in the remuneration report on pages 33 to 41.
(ii) Option holdings
2012
NAME
DIRECTORS OF BATHURST
RESOURCES LIMITED
Craig Munro
Rob Lord
Malcolm Macpherson
Hamish Bohannan
Gerald Cooper
OTHER KEY MANAGEMENT
PERSONNEL OF THE GROUP
Richard Tacon
Timothy Manners
Marianne Rogers
Craig Pilcher
Laura McMahon Blechynden
Balance at
start of year
Exercised
Other
Balance at
end of year
Vested and
exercisable
Unvested
4,500,000
3,500,000
2,000,000
-
-
-
12,400,000
(2,400,000)
8,000,000
(500,000)
-
-
5,700,000
(2,000,000)
5,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,500,000
3,250,000
1,250,000
3,500,000
2,250,000
1,250,000
2,000,000
2,000,000
-
10,000,000
7,500,000
2,500,000
7,500,000
5,500,000
2,000,000
-
-
-
3,700,000
1,700,000
2,000,000
5,000,000
3,000,000
2,000,000
-
-
-
-
-
-
All vested options are exercisable at the end of the year.
90
For personal use onlyFINANCIAL STATEMENTS
2011
NAME
DIRECTORS OF BATHURST
RESOURCES LIMITED
Craig Munro
Rob Lord
Malcolm Macpherson
Hamish Bohannan
Gerald Cooper
OTHER KEY MANAGEMENT
PERSONNEL OF THE GROUP
Timothy Manners
Max Brunsdon
Alan Thom
Marianne Rogers
Craig Pilcher
Balance at
start of year
Granted as
compensation
Exercised
Balance at
end of year
Vested and
exercisable
Unvested
-
-
-
2,400,000
1,500,000
4,500,000
3,500,000
2,000,000
10,000,000
6,500,000
-
-
-
-
-
4,500,000
3,500,000
2,000,000
12,400,000
8,000,000
-
-
-
-
-
6,000,000
5,000,000
2,000,000
5,000,000
-
300,000
-
-
-
-
5,700,000
5,000,000
2,000,000
5,000,000
-
3,250,000
2,250,000
2,000,000
9,900,000
6,000,000
3,700,000
3,000,000
2,000,000
3,000,000
-
1,250,000
1,250,000
-
2,500,000
2,000,000
2,000,000
2,000,000
-
2,000,000
-
All vested options are exercisable at the end of the year.
(iii) Share holdings
The number of shares in the company held during the fi nancial year by each director of Bathurst Resources Limited and other key management
personnel of the group, including their personally related parties, are set out below. There were no shares granted during the reporting period
as compensation.
2012
NAME
DIRECTORS OF BATHURST RESOURCES LIMITED
Craig Munro
Rob Lord
Malcolm Macpherson
Hamish Bohannan
Gerald Cooper
OTHER KEY MANAGEMENT PERSONNEL OF THE GROUP
Richard Tacon
Timothy Manners
Marianne Rogers
Craig Pilcher
Laura McMahon Blechynden
Balance at
start of year
Received during
the year on
exercise of options
Other changes
during the year
Balance at
end of year
-
-
-
-
70,000
60,000
462,526
530,938
100,000
2,400,000
500,000
(1,465,658)
10,605,000
(240,000)
560,000
-
-
-
2,000,000
(1,862,498)
600,000
-
-
-
-
90,000
9,027
-
102,000
9,027
462,526
460,938
40,000
9,670,658
300,000
-
462,498
-
12,000
-
91
For personal use onlyFINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 24 KEY MANAGEMENT PERSONNEL DISCLOSURES (CONTINUED)
(iii) Share holdings (continued)
2011
NAME
DIRECTORS OF BATHURST RESOURCES LIMITED
Craig Munro
Rob Lord
Malcolm Macpherson
Hamish Bohannan
Gerald Cooper
OTHER KEY MANAGEMENT PERSONNEL OF THE GROUP
Timothy Manners
Max Brunsdon
Alan Thom
Marianne Rogers
Craig Pilcher
Balance at
start of year
Received during
the year on
exercise of options
Other changes
during the year
Balance at
end of year
200,000
-
-
5,645,000
200,000
351,000
1,002,000
-
-
-
-
-
-
-
-
300,000
-
-
-
-
262,526
460,938
40,000
4,025,658
100,000
(188,502)
(100,000)
-
-
462,526
460,938
40,000
9,670,658
300,000
462,498
902,000
-
-
12,000
12,000
(c) Loans to key management personnel
Details of loans made to directors of Bathurst Resources Limited and other key management personnel of the group, including their personally
related parties are set out below.
(i) Aggregates for loans to key management personnel
Balance at the
start of the year
Interest paid and
payable for the year
Interest not
charged
Balance at the
end of the year
Number in the group at
the end of the year
$
380,000
-
$
47,630
31,363
$
-
-
$
380,000
380,000
1
1
2012
2011
(ii) Individuals with loans above $100,000 during the fi nancial year
Balance at the
start of the year
Interest paid and
payable for the year
Interest not
charged
Balance at the
end of the year
Highest indebtedness
during the year
$
380,000
$
47,630
$
-
$
$
380,000
380,000
H Bohannan
The loan outstanding at the end of the year to H Bohannan is an unsecured loan which is repayable on 31 October 2012. Interest is payable on the
loan at a rate of 12.5%.
92
For personal use onlyFINANCIAL STATEMENTS
NOTE 25 REMUNERATION OF AUDITORS
During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its related practices and non-related
audit fi rms:
2012
$
2011
$
203,033
-
203,033
26,000
182,341
208,341
9,500
9,500
225,000
52,648
277,648
23,700
9,000
32,700
10,000
10,000
420,874
320,348
41,696
-
41,696
57,682
118,849
176,531
-
29,621
29,621
28,418
49,091
77,509
218,227
107,130
15,675
15,675
41,000
41,000
654,776
468,478
PWC AUSTRALIA
(i) Audit and other assurance services
Audit and review of fi nancial statements
Due diligence services
Total remuneration for audit and other assurance services
(ii) Taxation services
Tax compliance services
Consulting advice on mergers and other structuring
Total remuneration for taxation services
(iii) Other services
ESOP & remuneration structuring advice
Total remuneration for other services
Total remuneration of PwC Australia
PWC NEW ZEALAND
(i) Audit and other assurance services
Audit and review of fi nancial statements
Due diligence services
Total remuneration for audit and other assurance services
(ii) Taxation services
Tax compliance services
Consulting advice on mergers and other structuring
Total remuneration for taxation services
Total remuneration of PwC New Zealand
NON-PWC AUDIT FIRMS
BDO NEW ZEALAND
(i) Audit and other assurance services
Audit and review of fi nancial statements
Total remuneration for audit and other assurance services of non-PwC audit fi rms
Total auditors’ remuneration
93
For personal use onlyFINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 26 COMMITMENTS
(a) Capital commitments
Capital expenditure contracted for at the reporting date but not recognised as liabilities is as follows:
Property, plant & equipment
Within one year
(b) Lease commitments
(i) Non-cancellable operating leases
2012
$’000
2011
$’000
13,183
1,009
The group leases various offi ces, accommodations, and equipment under non-cancellable operating leases expiring within one to six years.
The leases have varying terms, escalation clauses and renewal rights.
Commitments for minimum lease payments in relation to non-cancellable operating leases are payable as follows:
Within one year
Later than one year but not later than fi ve years
Later than fi ve years
(ii) Finance leases
2012
$’000
444
781
121
1,346
2011
$’000
306
532
104
942
The group leases various plant and equipment with a carrying amount of $1,158,000 (2011: $1,607,000) under fi nance leases expiring within one to
four years.
Commitments in relation to fi nance leases are payable as follows:
Within one year
Later than one year but not later than fi ve years
Later than fi ve years
Minimum lease payments
Future fi nance charges
Recognised as a liability
The present value of fi nance lease liabilities is as follows:
Within one year
Later than one year but not later than fi ve years
Later than fi ve years
Minimum lease payments
(c) Exploration expenditure commitments
The group holds various exploration permits which have as part of their conditions minimum work programs.
Commitments in relation to exploration permits are payable as follows:
Within one year
Later than one year but not later than fi ve years
Later than fi ve years
94
2012
$’000
608
-
-
608
-
608
608
-
-
608
2012
$’000
224
1,585
37
1,846
2011
$’000
642
670
-
1,312
(151)
1,161
558
603
-
1,161
2011
$’000
720
1,961
965
3,646
For personal use onlyFINANCIAL STATEMENTS
NOTE 27 RELATED PARTY TRANSACTIONS
(a) Parent entity
The parent entity within the group is Bathurst Resources Limited.
(b) Subsidiaries
The consolidated fi nancial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting
policy described in note 1(b).
Name of entity
Bathurst New Zealand Limited
Bathurst Coal Limited
Buller Coal Limited
Eastern Coal Limited
Cascade Coal Limited
Somervilles Land Holdings Limited
Cascade West Limited
Cascade East Limited
Takitimu Coal Limited
Rochfort Coal Limited
Eastern Coal Supplies Limited
Bathurst Resources USA, LLC
(c) Key management personnel
Country of
incorporation
Class of
shares
2012
%
2011
%
Equity holding
New Zealand
New Zealand
New Zealand
New Zealand
New Zealand
New Zealand
New Zealand
New Zealand
New Zealand
New Zealand
New Zealand
USA
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
100
100
100
100
100
100
100
100
100
100
100
-
100
100
100
100
100
100
100
100
100
100
100
100
Disclosures relating to key management personnel are set out in note 24.
(d) Transactions with other related parties
The following transactions occurred with other parties:
Rental Income
Other related parties
2012
$
2011
$
11.700
-
95
For personal use onlyFINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 28 EVENTS OCCURRING AFTER THE REPORTING PERIOD
Acquisition of Strategic Land Holding
On 25 July 2012 the company received Overseas Investment Offi ce of New Zealand approval for the acquisition of a strategic land holding adjoining
the Takitimu operation for NZ$14 million (A$11 million). A deposit of NZ$2 million (A$1.8 million) had been paid before the reporting date with a
further NZ$5 million (A$4 million) being paid in August 2012. The transaction is expected to complete by December 2012.
NOTE 29 RECONCILIATION OF LOSS AFTER INCOME TAX TO NET CASH OUTFLOW FROM
OPERATING ACTIVITIES
Loss for the year
Share based payments
Unrealised foreign exchange gain / (loss)
Unwinding of discount rate
Revaluation of deferred consideration
Impairment loss
Depreciation and amortisation
Loss on disposal of property, plant and equipment
Write off of capital works in progress
Changes in operating assets and liabilities:
Decrease in trade debtors
Increase in other operating assets
Increase in inventories
Increase / (decrease) in trade and other payables
Decrease in other liabilities
Increase in other provisions
Decrease in income taxes payable
Decrease in deferred tax liabilities
Net cash outfl ow from operating activities
(a) Non-cash fi nancing and investing activities
Acquisition of Coalbrookdale
2012
$’000
(21,520)
(95)
6,987
3,865
(1,905)
6,365
2,432
27
192
353
(104)
(943)
1,673
-
1,137
(956)
(4,598)
(7,090)
2011
$’000
(13,475)
11,641
(8,239)
3,004
2,176
-
688
6
-
2,586
(1,683)
(67)
(94)
(1,006)
130
(30)
(1,603)
(5,966)
During the 2012 fi nancial year shares were issued to the vendor of the Coalbrookdale assets as part of the settlement for the assets. The value of
the shares issued was $16,041,500.
Options issued on Capital Raising
During the 2011 fi nancial year options were issued to Helmsec Global Capital Limited in satisfaction of capital raising fees. The value of the options
issued was $2,069,475 - refer to note 31 for further information.
96
For personal use onlyFINANCIAL STATEMENTS
NOTE 30 EARNINGS PER SHARE
2012
cents
2011
cents
(a) Basic earnings per share
Total basic earnings per share attributable to the ordinary equity holders of the company
(3.12)
(2.76)
(b) Diluted earnings per share
Total diluted earnings per share attributable to the ordinary equity holders of the company
(3.12)
(2.76)
(c) Reconciliation of earnings used in calculating earnings per share
Earnings used in the calculation of basic and dilutive Earnings per share:
Earnings from continued operations
Total earnings
(d) Weighted average number of shares used as the denominator
$’000
$’000
(21,520)
(21,520)
(13,475)
(13,475)
Shares
Shares
Weighted average number of ordinary shares during the period used in the calculation of basic and dilutive
earnings per share
689,327,339
488,234,924
Adjustments for calculation of diluted earnings per share:
Options (1)
Weighted average number of ordinary shares and potential ordinary shares used as the denominator
in calculating diluted earnings per share
66,245,132
37,703,440
755,572,471
525,938,364
(1) Options that could potentially dilute earnings per share in the future, but were not included in the calculation per share because they are anti – dilutive for the periods presented.
(e) Rights issue
During the 2011 fi nancial year a two for one rights issue was made to existing shareholders at an offer price below the quoted share price on the day
the issue was made. Under AASB 113 Earnings Per Share such an issue results in an implied bonus which is applied retrospectively to the earnings
per share calculations.
NOTE 31 SHARE-BASED PAYMENTS
(a) Employee share option plan
The Bathurst Resources Limited Employee Share Option Plan (“ESOP”) was approved by shareholders at the 2010 AGM. The ESOP is designed
to provide directors, senior executives, employees, and consultants with an opportunity to participate in the company’s future growth and gives
them an incentive to contribute to that growth. The ESOP has been established to enable the company to attract and retain skilled and experienced
directors, senior executives, employees, and consultants and to provide them with the motivation to make the company more successful and deliver
long-term shareholder returns.
Under the plan, participants are granted units in the ESOP Trust, some of which only vest upon the shipment of the fi rst 25,000 tonnes from
the Buller Coal Project. Participation in the ESOP is at the board’s discretion.
Options granted under the plan carry no dividend or voting rights. When exercised each option coverts into one fully paid ordinary share.
97
For personal use onlyFINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 31 SHARE-BASED PAYMENTS (CONTINUED)
(a) Employee share option plan (continued)
30 June 2012
Issue
Grant date
Expiry date
Exercise
Price
Balance at
start of year
Forfeited
during the
year
Exercised
during the
year
Balance at
the end of
the year
Vested and
exercisable
at the end
of the year
A
B
C
D
E
F
G
H
Total
18 Aug 10
30 Sept 13
10.8 cents
20 Aug 10
30 Sept 13
16.8 cents
9,500,000
1,000,000
20 Aug 10
30 Sept 13
10.8 cents
11,000,000
29 Nov 10
30 Sept 13
29 Nov 10
31 Dec 13
6 Dec 10
31 Dec 13
21 cents
40 cents
40 cents
18 Apr 11
31 Dec 13
113 cents
18 Apr 11
31 Dec 13
85 cents
1,000,000
14,000,000
14,700,000
2,000,000
2,000,000
55,200,000
32.7 cents
Weighted average exercise price
30 June 2011
-
-
-
-
-
-
-
-
-
-
-
-
9,500,000
9,500,000
1,000,000
1,000,000
4,500,000
6,500,000
6,500,000
-
-
1,000,000
1,000,000
14,000,000
7,000,000
2,000,000
12,700,000
5,200,000
-
2,000,000
2,000,000
2,000,000
2,000,000
6,500,000
48,700,000
34,200,000
19.8 cents
34.4 cents
32 cents
Issue
Grant date
Expiry date
Exercise
Price
Balance at
start of year
Granted
during the
year
Exercised
during the
year
Balance at
the end of
the year
Vested and
exercisable
at the end
of the year
A
B
C
D
E
F
G
H
Total
18 Aug 10
30 Sept 13
15(1) cents
20 Aug 10
30 Sept 13
21(2) cents
20 Aug 10
30 Sept 13
15(1) cents
29 Nov 10
30 Sept 13
29 Nov 10
31 Dec 13
6 Dec 10
31 Dec 13
21 cents
40 cents
40 cents
18 Apr 11
18 Apr 11
31 Dec 13
113 cents
31 Dec 13
85 cents
Weighted average exercise price
-
-
-
-
-
-
-
-
-
-
9,500,000
1,000,000
11,000,000
1,000,000
14,000,000
15,000,000
2,000,000
2,000,000
-
-
-
-
-
9,500,000
9,500,000
1,000,000
1,000,000
11,000,000
11,000,000
1,000,000
1,000,000
14,000,000
7,000,000
300,000
14,700,000
7,200,000
-
-
2,000,000
2,000,000
2,000,000
2,000,000
55,500,000
300,000
55,200,000
40,700,000
32.6 cents
40 cents
32.7 cents
30.1 cents
(1) As a result of the rights issue in November 2010 the exercise price of these options was adjusted to 10.8 cents
(2) As a result of the rights issue in November 2010 the exercise price of these options was adjusted to 16.8 cents
The weighted average share price at the date of exercise of options exercised during the year ended 30 June 2012 was $0.74 (2011 – $1.22).
The weighted average remaining contractual life of share options outstanding at the end of the reporting period was 1.41 years (2011 – 2.40 years).
Fair value of options granted
No options were issued during the year ended 30 June 2012.
98
For personal use onlyFINANCIAL STATEMENTS
(b) Other option issues
No options were issued during the year ended 30 June 2012. As at 30 June 2012 there were 16,010,776 options on issue outside the ESOP which
have an expiry date of between 31 October 2012 and 15 November 2013 along with an exercise price of between 15.5 cents and 37.8 cents.
(c) Expenses arising from the share-based payment transactions
Total expenses arising from share-based payment transactions recognised during the period were as follows:
Options issued under the employee option plan recognised in the income statement
Options issued recognised in the income statement
Vesting and forfeiture adjustments from unvested options
Other options issued recognised directly in equity as costs of equity raising
NOTE 32 PARENT ENTITY INFORMATION
(a) Summary of fi nancial information
The individual fi nancial statements for the parent entity show the following aggregate amounts:
BALANCE SHEET
Current assets
Total assets
Current liabilities
Total liabilities
Shareholders’ equity
Issued capital
Reserves
Option issue reserve
Foreign currency translation reserve
Accumulated losses
Total shareholders’ equity
Profi t / (Loss) for the year
Total comprehensive income
(b) Contractual commitments
No later than one year
Later than one but not later than fi ve years
2012
$’000
-
-
(95)
-
(95)
2012
$’000
37,004
197,240
823
823
2011
$’000
11,191
450
-
2,069
13,710
2011
$’000
85,491
175,850
570
570
211,063
192,190
14,763
32
(29,441)
196,417
2,359
2,359
158
164
322
14,858
32
(31,800)
175,280
(11,835)
(11,835)
146
269
415
(c) Guarantees entered into by the parent entity
The parent entity has provided fi nancial guarantees in respect of bank loans of subsidiaries amounting to $4,665,000 (2011: $4,665,000).
This loan is secured by registered mortgages over the freehold properties of Eastern Coal Limited (and its subsidiaries) as well as a fi rst
ranking security interest over Eastern Coal Limited (and its subsidiaries) present and future acquired property (including proceeds).
99
For personal use onlyDIRECTORS’ DECLARATION
In the directors’ opinion:
(a) the fi nancial statements and notes set out on pages 55 to 99 are in accordance with the Corporations Act 2001, including:
(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and
(ii) giving a true and fair view of the consolidated entity’s fi nancial position as at 30 June 2012 and of its performance for the fi nancial year
ended on that date, and
(b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.
Note 1(a) confi rms that the fi nancial statements also comply with International Financial Reporting
Standards as issued by the International Accounting Standards Board.
The directors have been given the declarations by the chief executive offi cer and chief fi nancial offi cer required by section 295A of the Corporations
Act 2001.
This declaration is made in accordance with a resolution of the directors.
CRAIG MUNRO | Chair
Perth
27 September 2012
100
For personal use onlyINDEPENDENT AUDITOR’S REPORT
101
For personal use onlyINDEPENDENT AUDITOR’S REPORT
102
For personal use onlySECTION
THREE
Other Information
ASX additional information
Tenement Schedule
Coal Resources and Reserves
Corporate Directory
104
106
107
109
X
For personal use onlyASX ADDITIONAL INFORMATION
The shareholder information set out below was applicable as at 27 September 2012.
A. Distribution of equity securities
Analysis of numbers of equity security holders by size of holding:
Holding
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Ordinary shares
422
972
778
1,761
403
4,336
There were 452 holders of less than a marketable parcel of ordinary shares.
B. Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest holders of quoted equity securities are listed below:
Name
Number held
Percentage of issued shares
Ordinary shares
National Nominees Limited
J P Morgan Nominees Australia Limited
HSBC Custody Nominees
JP Morgan Nominees Australia Limited
Bell Potter Nominees Limited
Merrill Lynch (Australia) Nominees Pty Limited
Mr RJ Griffi ths & Mrs JD Griffi ths
Citicorp Nominees Pty Limited
RBC Investor Services Australia Nominees Pty Limited
Mr H Bohannan & Ms J Bohannan
BNP Paribas Noms Pty Limited
Passio Pty Limited
UBS Wealth Management Aust Nominees Pty Limited
CTS Funds Pty Limited
Citicorp Nominees Pty Limited
AMP Life Limited
HSBC Custody Nominees
Mrs Vicky Teoh
Mr Michael Kable
Bond Street Custodians Limited
109,397,168
99,692,232
74,060,996
70,400,419
34,553,255
20,043,704
15,000,000
11,412,462
6,529,394
6,300,000
4,161,199
4,000,000
3,995,187
3,146,000
3,089,475
3,003,108
2,786,799
2,600,000
2,541,000
2,415,017
15.70
14.31
10.63
10.10
4.96
2.88
2.15
1.64
0.94
0.90
0.60
0.57
0.57
0.45
0.44
0.43
0.40
0.37
0.36
0.35
479,127,415
68.77
104
For personal use onlyASX ADDITIONAL INFORMATION
B. Equity security holders (continued)
Unquoted equity securities
Unquoted options on issue
C. Substantial holders
Substantial holders in the company are set out below:
Bank of America Corporation *
L1 Capital Pty Ltd
Mathews Capital Partners Pty Limited *
Coupland Cardiff Asset Management
JP Morgan Chase & Co
Number on issue
Number of holders
61,210,776
24
Number held
Percentage of issued shares
83,066,099
78,924,030
52,849,280
43,532,420
34,850,398
11.92
11.33
7.59
6.25
5.00
* The shares held by Mathews Capital Partners Pty Limited (‘Mathews”) are subject to hypothecation with Bank of America Corporation (“Bank of
America”) and as such Bank of America is required to report these holdings in their notice of substantial holdings. This has resulted in the shares
of Mathews being double counted in the above table.
D. Voting rights
The voting rights attached to each class of equity securities are set out below:
(a) Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
(b) Options
No voting rights.
105
For personal use onlyTENEMENT SCHEDULE
TENEMENT SCHEDULE
Permit Number
Permit Number
MP51279
MP41455
MP41274
MP41456
MP41332
MP53614
EP40591
EP51078
EP40628
EP53047
EP53756
EP54031
EP51260
PP52484
Location
Location
Escarpment
Cascade Creek
Denniston
Denniston
Denniston
Coaldale
Whareatea West
Coal Creek
Buller
Charleston
Mokihinui
10 Mile Creek
Ohai
Albury
Registered Holder
Registered Holder
Buller Coal Limited
Cascade Coal Limited
Buller Coal Limited
Buller Coal Limited
Buller Coal Limited
Takitimu Coal Limited
Rochfort Coal Limited
Buller Coal Limited
Buller Coal Limited
Buller Coal Limited
Buller Coal Limited
Buller Coal Limited
Rochfort Coal Limited
Rochfort Coal Limited
Bathurst Interest
Bathurst Interest
Bathurst 100%
Bathurst 100%
Bathurst 100%
Bathurst 100%
Bathurst 100%
Bathurst 100%
Bathurst 100%
Bathurst 100%
Bathurst 100%
Bathurst 100%
Bathurst 100%
Bathurst 100%
Bathurst 100%
Bathurst 100%
106
For personal use onlyCOAL RESOURCES AND RESERVES
TABLE 1 - RESOURCES
TABLE 2 - RESERVES (ALL SOUTH BULLER)
AREA
Measured
Resource
Indicated
Resource
Inferred
Resource
Total
Resource
ROM COAL (MT)
(Mt)
(Mt)
(Mt)
(Mt)
Proved
Probable
Total
Escarpment
Deep Creek
Whareatea West
Coalbrookdale
Cascade
Total
PRODUCT COAL (MT)
Escarpment
Deep Creek
Whareatea West
Coalbrookdale
Cascade
Total
2.7
5.8
5.0
-
0.4
13.9
1.9
2.7
10.6
1.8
0.2
17.2
4.6
8.5
15.6
1.8
0.6
31.1
Proved
Probable
Total
2.2
5.1
3.6
-
0.4
11.3
1.6
2.4
6.7
1.6
0.2
12.5
3.8
7.5
10.3
1.6
0.6
23.8
SOUTH BULLER
Escarpment
Deep Creek
Whareatea West
Coalbrookdale
Cascade
Totals
NORTH BULLER
Millerton North
North Buller
Blackburn
Totals
Buller Coal
Project
TAKITIMU
Coaldale
GRAND TOTAL
2.8
6.2
5
-
0.5
14.5
-
-
-
-
2.1
3.1
12.4
2.3
0.3
20.2
1.9
4.9
5.8
12.6
0.9
1.6
8.1
4.9
0.7
16.2
3.6
10.2
14.1
27.9
5.8
10.9
25.5
7.2
1.5
50.9
5.5
15.1
19.9
40.5
14.5
32.8
44.1
91.4
1.2
15.7
1.2
34.0
0.7
44.8
3.1
94.5
Note
1 Resources are inclusive of reserves
2 All resources and reserves quoted in this release are reported in terms
as defi ned in the 2004 Edition of the ‘Australasian Code for Reporting
of Exploration Results, Mineral Resources and Ore Reserves’ as published
by the Joint Ore Reserves Committee of the Australasian Institute of
Mining and Metallurgy, Australian Institute of Geoscientists
and Minerals Council Of Australia (“JORC”).
107
For personal use onlyCOAL RESOURCES AND RESERVES
RESERVES QUALITY – PRODUCT COAL (AT 15% MOISTURE)
AREA
Ash %
CSN
Volatile Matter
Sulphur
Escarpment
Deep Creek (coking)
Deep Creek (thermal)
Whareatea West
Coalbrookdale
Cascade
Average
Range
Average
Range
Average
Range
Average
Range
8.2
5.0
11.8
10.5
7.9
2.0
2.1 – 11.4
4.9 – 5.2
6.4 - 16.5
3.2 – 11.8
2.1 – 11.2
0.3 - 2.1
8
>9
N/A
9
5.5
4.5
6 – 9+
5 – 9++
28.4
25.9 – 31.3
37.0
18.0 – 38.0
N/A
N/A
N/A
8 – 9++
29.7
23.9 – 31.7
5 – 8
2 – 5
32.0
29.1 – 32.1
34.9
31.3 – 34.9
0.6
2.5
1.7
0.8
1.0
1.5
0.4 – 0.8
2.0 - 3.1
0.9 - 2.0
0.8 – 0.9
0.3 – 1.4
0.3 – 1.9
RESOURCES QUALITY
The company is not aware of any information to indicate that
The information on this report that relates to exploration results and
they quality of the identifi ed resources will fall outside the range
mineral resources for Millerton North, North Buller, Blackburn and
of specifi cations for reserves as indicated in the above table.
Coaldale is based on information compiled by Hamish McLauchlan
Further resource and reserve information can be found on
the company’s website at www.bathurstresources.co.nz
who is a full time employee of Buller Coal Limited and is a member
of the Australasian Institute of Mining and Metallurgy. Mr McLauchlan
has suffi cient experience which is relevant to the style of mineralisation
and type of deposit under consideration and to the activity which he
COMPETENT PERSON STATEMENTS:
is undertaking to qualify as a Competent Person as defi ned in the 2004
Edition of the ‘Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves’. Mr McLauchlan consents to the
inclusion in this report of the matters based on his information in the
form and context in which it appears above.
The information on this report that relates to mineral resources and
reserves for Deep Creek is based on information compiled by Neil
Fraser who is a full time employee of Golder Associates Pty Ltd and
is a member of the Australasian Institute of Mining and Metallurgy.
Mr Fraser has suffi cient 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 defi ned in the 2004 Edition of the ‘Australasian Code for Reporting
of Exploration Results, Mineral Resources and Ore Reserves’. Mr Fraser
consents to the inclusion in this report of the matters based on his
information in the form and context in which it appears above.
The information on this report that relates to mineral reserves for
Escarpment, Cascade, Coalbrookdale and Whareatea West is based
on information compiled by Ainsley Ferrier who is a full time employee
of Buller Coal Limited and is a member of the Australasian Institute
of Mining and Metallurgy. Ms Ferrier has suffi cient experience which
is relevant to the style of mineralisation and type of deposit under
consideration and to the activity which she is undertaking to qualify
as a Competent Person as defi ned in the 2004 Edition of the
‘Australasian Code for Reporting of Exploration Results, Mineral
Resources and Ore Reserves’. Ms Ferrier consents to the inclusion
in this report of the matters based on her information in the form
and context in which it appears above.
108
For personal use only
CORPORATE DIRECTORY
Directors
CRAIG MUNRO | Non – Executive Chair
HAMISH BOHANNAN | Managing Director
GERALD COOPER | (Executive)
ROB LORD | (Non-Executive)
MALCOLM MACPHERSON | (Non-Executive)
Secretaries
TIMOTHY MANNERS
LAURA MCMAHON BLECHYNDEN
Registered offi ce
Ground Floor, 1306 Hay Street, West Perth,
WA 6005, + 61 8 9481 2100
New Zealand offi ce
Level 12, 1 Willeston Street, Wellington 6011
New Zealand, +64 4 499 6830
Share registry
Computershare Investor Services Pty Limited
Level 2, 45 St Georges Terrace, Perth, WA 6000
1300 557 010 (within Australia)
+ 61 3 9415 4000 (outside Australia)
Auditor
PricewaterhouseCoopers
QV1, 250 St Georges Terrace, Perth, WA 6000
Solicitors
Allion Legal
Level 2, 50 Kings Park Road, West Perth, WA 6005
Bell Gully
Level 21, 171 Featherston Street, Wellington 6140, New Zealand
Banker
Westpac Banking Corporation
Stock exchange listings
Bathurst Resources Limited shares are listed on the Australian
Securities Exchange (ASX) and the New Zealand Exchange
(NZX), under the code BTU.
Website address
www.bathurstresources.co.nz
www.bathurstresources.co.nz
For personal use only
www.bathurstresources.co.nz
For personal use only