ANNUAL REPORT 2018
ABN 38 115 857
ABN: 38 115 857 988
CORPORATE DIRECTORY
Directors
Ian Macpherson
Executive Chairman
Richard Carcenac
Chief Executive Officer & Executive Director
Paul Graham-Clarke
Non-Executive Director
Company
Secretary
Patrick Soh
Principal
Registered
Office
Level 2, 33 Colin Street
West Perth
Western Australia 6005
Po Box 534
West Perth
Western Australia 6872
Telephone: (08) 9214 7500
Facsimile: (08) 9214 7575
Email: info@rbrgroup.com.au
Website: www.rbrgroup.com.au
Auditor
Butler Settineri (Audit) Pty Limited
Unit 16, 1st Floor
100 Railway Road
Subiaco
Western Australia 6008
Share
Registry
Security Transfer Australia
770 Canning Highway
Applecross
Western Australia 6153
Telephone: (08) 9315 2333
Facsimile: (08) 9315 2233
Email: registrar@securitytransfer.com.au
Stock
Exchange
The Company’s shares are quoted
on the Australian Stock Exchange.
The Home Exchange is Perth.
ASX Code
RBR - ordinary shares
CONTENTS
Chairman's Letter
Letter from the CEO
Directors’ Report
Directors’ Declaration
1
3
12
19
Auditor’s Independence Declaration
20
Statement of Comprehensive Income
21
Statement of Financial Position
Statement of Changes in Equity
Statement of Cash Flows
Notes to Financial Statements
Directors’ Declaration
Independent Auditor’s Report
ASX Additional Information
22
23
24
25
49
50
55
Dear Shareholder,
CHAIRMAN’S LETTER
I’m pleased to report to you on what has been a successful, albeit challenging, year for your
Company.
During the 12 months to 30 June 2018, RBR continued to make substantial progress towards its
goal of being a leading provider of training, recruitment and labour hire services to the LNG
construction boom about to unfold in Mozambique.
Around 50,000 workers are expected to be required for the construction of the Mozambican LNG
projects, which have a total estimated capital cost of US$50 billion.
Your Company has taken significant steps during the past year to ensure it is well-positioned to take
full advantage of what we foresee as huge demand for the services we can offer.
As part of this strategy, we have established sound relationships with the relevant Mozambican
Government agencies, international contractors and aid groups.
At the same time, we have laid the foundations which will ensure we have the core competencies
and resources needed to maximise our ability to capitalise on the opportunities which are expected
to flow from construction of the LNG projects.
RBR already holds a labour broking licence from the Mozambican Government. This is central to
RBR’s labour supply aspirations.
During the year, RBR also gained access to over 110,000 Mozambican job-seekers, giving it a
substantial database from which it can draw potential workers.
At the time of writing, RBR had just completed an accreditation audit by the UK’s Engineering
Construction Industry Training Board (ECITB). Formal accreditation is still in process however
expected in the near term.
Global petroleum giant Anadarko, which owns one of the Mozambican LNG projects, has stipulated
that all workers contracted to its project must hold internationally-recognised qualifications, with
ECITB qualifications identified as being most suitable for the local workforce. There is an expectation
that the other major project proponents, ExxonMobil and Eni, will adopt the same standard. This
means ECITB accreditation would leave RBR strongly positioned to capitalise on the significant
training and labour hire opportunities which will flow from the LNG boom.
To address the need for capital to fund our anticipated growth RBR has announced that it is seeking
to raise up to $1.5 million via the issue of Convertible Notes.
The proceeds of the Convertible Note issue, which is subject to shareholder approval, will be used
to purchase equipment for training activities, further enhance local capabilities by recruiting
Mozambican staff with key skills and upgrade IT systems.
Based on publicly available information, RBR expects the first of the two onshore LNG projects to
secure a positive Final Investment Decision around March 2019. We also anticipate that some
contracts will be issued in the months leading up to that decision.
As you would appreciate, RBR has no influence in the timing of these matters, despite the
Company’s progress ultimately being linked to them.
1
CHAIRMAN’S LETTER (Continued)
All we can do is to take all possible measures to ensure we are well-positioned to meet the labour
and training demands as they emerge.
Finally, I would like to thank our staff and all those who have assisted the Company across our
operations over the past year. It has been an exceptional team effort in progressing RBR to this
stage and I look forward to reporting to you regularly as we continue our preparations for what
promises to be a significant opportunity for the Company and its shareholders.
Ian Macpherson
2
Dear Shareholder,
LETTER FROM THE CEO
As Chief Executive of your Company, I am pleased to report to you on the strong progress we have
made over the past year as we seek to capitalise on the opportunities which are expected to stem
from the emerging LNG industry in Mozambique.
Our focus in the past financial year has been on building on the capabilities which will enable us to
deliver our vision – “To be the leading provider of local and expatriate staffing solutions to the
US$50 billion Mozambique LNG construction boom. We will recruit, train and supply skilled,
fit-for-work staff to our clients every day”.
Mozambique is rapidly shaping up as a major LNG producer based on the discovery of vast
quantities of high-quality gas in the Rovuma Basin off the northern Cabo Delgado province. Put into
context, enough gas has been discovered to supply the USA’s total demand for about seven years.
Despite this bounty, progress on starting construction has been slower than expected, with only one
LNG project having reached the Final Investment Decision (FID) stage in the past year or so. This
delay is due mainly to the various financial, infrastructure and logistical issues in the country.
The Eni-operated 3.4Mtpa Coral South offshore floating LNG (FLNG) project is the first to achieve
financial approval. The US$8.6 billion facility is currently under construction in South Korea. First
gas is anticipated in 2022, with BP signing an agreement to purchase the entire production of LNG
over the next 20 years. Coral South will be the first FLNG facility in Africa and only the third globally.
Three mega on-shore projects are under development or consideration, with total capital expenditure
anticipated to exceed US$50 billion and requiring up to 50,000 workers on site at peak construction.
These projects are:
An Anadarko-led, two train onshore LNG plant with total nameplate capacity of 12.88Mtpa.
This cornerstone project paves the way for significant future expansion of up to 50Mtpa. This
project will also supply initial volumes of approximately 100 million cubic feet of natural gas
per day (MMCFD) for domestic use in Mozambique. Anadarko publications indicate that its
Mozambique LNG project should create 15,000 direct jobs and 685,000 indirect jobs and that
the company is working “to ensure revenues from the project will be used to generate
significant benefits for the Government and the nation’s citizens, providing opportunities for
poverty reduction, infrastructure improvements, and education and training”. Anadarko’s FID
is expected around the end of the first quarter in 2019, with first gas pencilled in for 2023/24;
The ExxonMobil-led project is even larger than Anadarko’s. Exxon intends to construct two
supertrains of 7.6Mtpa each, being the world’s biggest liquefaction units outside
Qatar. Exxon and Anadarko will share onshore infrastructure in the Afungi LNG park. Its
FID is anticipated around the middle of 2019, with first gas expected in 2024;
Shell has completed a feasibility study for a US$5 billion gas-to-liquids (GTL) plant and is in
the concept selection stage. Despite being the global leader in this technology, its key
challenge is securing supply of gas feedstock to the GTL plant. Without access to any in-
house production in Mozambique, Shell will rely on output from one of the other LNG facilities.
The commencement of these projects and signing the relevant sales-purchase agreements
will, in turn, dictate the timing of Shell’s FID. On the positive side, many of the logistical,
infrastructure and skilled workforce issues should have been resolved by the time Shell
considers its FID.
In the case of the Anadarko-led LNG project in Mozambique, four major “early works” capital projects
have already been approved to enable construction to start as soon as the FID is made.
3
LETTER FROM THE CEO (Continued)
These early works capital projects are:
1. The construction of a sealed road between Palma and Afungi;
2. The construction of an airstrip in Afungi;
3. Delivery of the Anadarko camp. The first containers are at sea; and
4. Increasing capacity of housing for construction workers from 400 to 1,150 beds.
The above capital projects are in addition to resettling the 1,500 families who live in the Afungi area
where the LNG facilities will be built. This resettlement process started earlier this year.
Above: The Afungi Peninsula in Mozambique Cabo Delgado province. Source: Anadarko
Major construction work for the onshore projects is expected to start in the first half of next calendar
year, meaning contracts will be issued in coming months.
Above: Works relating to the Resettlement of Afungi locals. Source: Anadarko
4
LETTER FROM THE CEO (Continued)
Anadarko has recently issued several public calls for “Expression of Interest” for the supply of
services. These include: global employment services (applications closed on 13 July 2018); marine
warranty survey services (closed on 13 August 2018); global staffing services (closed on 7
September 2018); consultancy services for project management, project engineering, and
construction engineering activities for the EPC onshore construction of the Mozambique LNG plant
and loading facility (closed on 10 September 2018); global human resource readiness support
(closed on 14 September 2018); and provision of Mozambique standards certification program
(closed on 16 October 2018).
There is an expectation that the Mozambican Government will mandate a local content quota of
between 10% and 25% of the total capital expenditure, with press articles suggesting a final level of
around 18% being likely. Mozambique produces very little in terms of industrial goods, with the bulk
of local content expenditure likely to be labour-related (training and workers’ wages) and logistics.
RBR is perfectly positioned to play a key role in training and providing this local labour.
Anadarko has stated that it expects to spend about US$2.5 billion with Mozambican-owned or
registered companies in Mozambique over the five-year period of the construction of the plant. The
Project has already contracted goods and services estimated at US$850 million over the past five
years.
In June 2018, Mozambique’s President Nyusi announced that Anadarko would recruit, in the coming
months, more than five thousand workers, mainly young people from the district of Palma, Cabo
Delgado, for construction of its LNG plant. According to President Nyusi, the US firm will soon
present a corresponding recruitment plan to the Government. “It was at our request because we
have to know the type of workforce that the company intends to recruit, to train young people who
can access employment opportunities in the company,” the President said.
Anadarko has stipulated that all workers contracted to its project must hold internationally-recognised
qualifications, with the UK’s Engineering Construction Industry Training Board’s (ECITB)
qualifications identified as being most suitable for the local workforce. There is an expectation that
the other major project proponents, ExxonMobil and Eni, will adopt the same standard.
Since establishing operations in Mozambique, RBR believes it has put in place all the elements
required to achieve its vision “to be the leading provider of local and expatriate staffing solutions to
the US$50 billion Mozambique LNG construction boom”.
Executing this vision involves achieving several key objectives. They are:
Identifying potential recruits who are willing and able to work in the targeted sectors.
Mozambique has stringent local content requirements which state that up to 19 locals must
be employed for each expatriate and local recruitment must also be prioritised based on
proximity to the workplace, i.e. opportunities must be offered to local communities ahead of
people living in other provinces or distant locations. RBR has secured access to over
110,000 Mozambican job-seekers (with potential to expand this further), arguably the largest
consolidated database in Mozambique from which to source potential workers;
Ensuring the local employees have the skills required for the job. Mozambique has no
established qualification framework so the developers of the LNG projects have stipulated
that all workers must have internationally-recognised qualifications before commencing work.
RBR’s training entity Futuro Skills is able to assess the competency of individuals against
international standards and, subject to securing ECITB accreditation (which was well
advanced at the time of writing), award a recognised international qualification, as well as
provide training in the skills which will be in high demand by the project developers;
5
LETTER FROM THE CEO (Continued)
Recording and maintaining the qualifications and competencies of all our workers in our
database;
Enabling employers to inspect a candidate’s training and competency assessment records
at any time. To this end, RBR developed the innovative FuturoCARDTM portable training
record;
Suppling skilled staff to our clients. This can be done in one of two ways: through a
recruitment and placement service, where the client employs the candidate directly and pays
a recruitment fee, or through a labour hire arrangement where RBR employs the candidate
and hires them to the client with a margin. This service can only be offered by companies
which hold a labour broking licence, as is the case for Futuro People (previously referred to
as PacMoz);
Supplying the abovementioned skilled staff in the required numbers and with the desired
range of skills/experience, will require a significant number of skilled expatriates to be
employed, at least until the capabilities of the local workforce reasonably matches the
expatriate workforce. Futuro People, with its labour broking licence and visa/immigration
capabilities, is able to provide this service. However, RBR does not have an extensive
database of suitable skilled expatriates of its own, so an alliance has been put in place with
a leading international recruitment organisation to service this need;
All the above needs to take place at multiple locations, with on-the-ground support for the
workforce. RBR’s network of offices and association with leading Mozambican logistics
company, LBH Mozambique, provides a strong geographic footprint from which to grow its
services.
MOZAMBIQUE CAPABILITY
Labour Broking Licence
Very few issued, and long lead time to acquire
STATUS
Database of Skilled Labour
Over 110,000 Mozambicans
Skills Training & Assessment
Already the premier provider
ECITB Accreditation
Application underway
Intellectual Property
Innovative FuturoCARDTM training record
Adequate Facilities
Upgrade and expand in northern Mozambique
Visas & Immigration
Have in-house capability
In-country network
14 staff, 3 offices
Established relationships with key industry
participants
Expected during October 2018
Well established in Maputo. Require
capital for expansion in northern
Mozambique
Above: RBR is systematically acquiring all the capabilities essential to success in
Mozambique
6
LETTER FROM THE CEO (Continued)
During the financial year, RBR further streamlined the Mozambican business into two operating
units, Futuro People and Futuro Skills.
Futuro People delivers all aspects of RBR’s labour services and associated business
support. The core activities include recruitment, placement and labour hire, visas and
immigration services, HR support and payroll administration. Futuro People holds the labour
broking licence;
Futuro Skills manages everything relating to skills and competencies in the workforce. It
holds a training licence and recently completed an accreditation audit by the UK’s
Engineering Construction Industry Training Board (ECITB) to become an approved provider
of its internationally-recognised qualifications. Futuro Skills offers a comprehensive portfolio
of training courses, with a focus on workplace health and safety, and technical trades
including scaffolding, rigging, non-critical welding, pipe-fitting and steel erecting. We also
provide trainer training at multiple levels and various soft skills essential to workplace
productivity such as communication, leadership, mentoring and time management.
RBR has built an enviable reputation in Mozambique for the quality of its services, securing
contractual work with top-tier international companies such as: South32’s Mozal aluminium smelter;
Grindrod’s Terminal De Carvão da Matola (TCM) which operates the coal terminal in Maputo; Hytec,
a subsidiary of Bosch Rexroth, the world-leading hydraulic, pneumatic and automation products,
repairs and services supplier; MPDC, the operator of the Port of Maputo; and Swisscontact, the
business-oriented foundation for international development cooperation which operates in 36
countries.
The Port of Mocimboa da Praia, situated 80km from Afungi (where the LNG projects are being
developed), received its first project-related vessel on 13 June 2018, transporting a crane and
container in preparation for handling the first cargoes of cement arriving for the LNG projects.
Above: Mocimboa da Praia – First cargo delivery
7
LETTER FROM THE CEO (Continued)
In anticipation of this vessel at Mocimboa da Praia, RBR completed safety and risk awareness
training for 36 stevedores and general workers under a contract with Zona Norte, which operates
the port. The logistics agents for the cargoes, LBH Mozambique, appointed RBR as a single-source
supplier and the stevedores have now completed unloading of the second large barge of cranes
being imported for the site. The third barge for the site will deliver housing units and a shipping
schedule for cement and housing is confirmed for the next five months. RBR-trained stevedores will
be handling all these cargos but it importantly signifies a significant ramp up of commercial activity
and major stakeholders beginning to
take key construction equipment to site.
A potential camp and training centre
facility for RBR has now been identified
in Palma, within 5 kilometres of the
Afungi site.
Above: Mocimboa da Praia – Second
cargo delivery
to our
business strategy, we have extended our reach into Guinea in West Africa, which is another
emerging resources-driven market with significant needs in terms of skilled local labour.
While Mozambique
is central
RBR has established a joint venture entity with Guinean labour services firm SEPIS Sarl (SEPIS) to
provide holistic labour services to support the requirements of industry in the country. The JV entity
is named Futuro Skills Guinea (FSG) and owned 60% by RBR and 40% by SEPIS.
An MoU has been signed with the Office National de Formation et de Perfectionnement
Professionnels (ONFPP), the government department responsible for training and professional
development in Guinea, recognising FSG and stating that, where possible, the joint venture entity
will work with ONFPP to develop nationally accredited training programs and standards.
Under Guinean legislation, companies employing 10 or more staff are required to pay an amount
equal to 1.5% of their gross payroll into a national fund to be used for skills training. This fund is
administered by the ONFPP.
The ONFPP has also given an undertaking to promote FSG amongst companies seeking training
services in Guinea. At an introductory meeting with the President of the Guinea Chamber of Mines,
the need for skills development proposed under the FSG venture was confirmed.
8
LETTER FROM THE CEO (Continued)
THE WAY FORWARD
The strong progress made by RBR during the past financial year has left it well-placed to supply the
major LNG projects planned for Mozambique. We have strengthened our team and significantly
improved our facilities and technology.
These Mozambique onshore LNG projects could create employment opportunities collectively worth
more than US$1 billion a year in salaries.
RBR’s capabilities in Mozambique give the Company a significant point of difference. Other labour
providers focus on recruiting “work-ready” candidates but do not have RBR’s capacity to develop
their own workforce with internationally-recognised qualifications.
While maintaining our focus on Mozambique, we will continue to target other emerging markets with
similarly strict local content laws and lower levels of education, primarily in Africa. The recent
recovery in commodity prices should help to drive resource development activity – and therefore
demand for our services – in markets of this kind.
The key risks to RBR remain unchanged, and are:
Recruiting and retaining staff of a calibre required to deliver our vision as the business grows;
Growing RBR’s capacity at the required pace and extending its network of facilities in
Mozambique to meet future demand;
Securing future business, including the timing and value of these contracts. The LNG Project
schedules are out of RBR’s control.
To support this strong growth potential, the Company intends to issue unsecured Convertible Notes
to institutional, sophisticated and professional investors to raise up to A$1.5 million.
The net proceeds of the issue of the Convertible Notes will be used to:
Purchase equipment for training activities;
Enter into lease/rental agreements on training facilities in the north of the country near the
LNG construction sites;
Further enhance local capabilities by recruiting Mozambican staff with key skills;
Upgrade IT systems ahead of business growth;
General working capital purposes.
I believe RBR has an outstanding future and will increasingly unlock the value of what it has created
as the Mozambican LNG industry gathers pace.
Thank you very much for your support.
Richard Carcenac
9
AUSTRALIAN JOINT VENTURE INTERESTS
Yindarlgooda Area
RBR retains interests in the Peters Dam Joint Venture and the Yindarlgooda Joint Venture at the
Yindarlgooda Area located east of Kalgoorlie in Western Australia.
The Yindarlgooda Area comprises approximately 190km2 of granted and tenure and 76km2 in
applications centred 55km east of Kalgoorlie. The region contains gold, base metal and iron
occurrences.
The projects are held under two joint ventures; the Peters Dam Joint Venture with Silver Lake
Resources Limited (“Silver Lake”) as managers, and Yindarlgooda Joint Venture with Newmont
Exploration Limited (“Newmont”), also managers.
Peters Dam Joint Venture (Silver Lake Resources Limited 71% (RBR diluting))
In July 2009, RBR entered into the Peters Dam joint venture with Integra Mining Ltd (later to become
Silver Lake), covering 20km2 of RBR tenements at the southern end of the Yindarlgooda area
adjacent to Sliver Lake’s Salt Creek gold deposit. Silver Lake has expended $2.1 million exploring
the project area and earned a 70% equity.
No drilling or sampling work was conducted by Silver Lake during the reporting period due to a
reduction in its exploration budget.
Yindarlgooda Joint Venture
Exploration Limited Earning, RBR 100%)
(Newmont
In July 2017 RBR signed a Joint Venture
Agreement with Newmont over the 170km²
Yindarlgooda Project tenements (as well as
76km2 held under application) located 32km
Western
northeast
Australia. Newmont has the opportunity to
earn up to 70% in the Yindarlgooda joint
venture tenements through expenditure of $2
million.
Kalgoorlie,
of
The Yindarlgooda Joint Venture covers a 28km
strike length of gold prospective stratigraphy
between the Mt Monger-Bulong (15km south)
and Gindalbie (4km north) gold mining centres,
and is just 600m from the Penny’s Find Gold
Mine.
Newmont has conducted a soil sampling
program on 1km x 1km centres and defined
several anomalies (both in gold and pathfinder
elements) that will be followed up by closer
spaced infill soil sampling in Q4 2018. Pending
continued success, drill programs are planned
for 2019.
10
FINANCIAL REPORT
For the year ended
30 June 2018
DIRECTORS’ REPORT
The Directors present their report on RBR Group Limited (“RBR”) and the entities it controlled at the end of and during the
year ended 30 June 2018.
DIRECTORS
The names and details of the Directors of RBR during the financial year and until the date of this report are:
Ian Macpherson – B.Comm., CA
Executive Chairman
Appointed 18 October 2010
Mr Macpherson is a Chartered Accountant with over forty years experience in the provision of financial and corporate
advisory services. Mr Macpherson was formerly a partner at Arthur Anderson & Co managing a specialist practice providing
corporate and financial advice to the mining and mineral exploration industry.
In 1990, Mr Macpherson established Ord Partners (later to become Ord Nexia) and has specialised in the area of corporate
advice with particular emphasis on capital structuring, equity and debt raising, corporate affairs and Stock Exchange
compliance for public companies in the mining and industrial areas. He has further been involved in numerous asset
acquisitions and disposal engagements. Ord Nexia merged with MGI Perth in October 2010 and Mr Macpherson continued
in a consulting role with the merged group until November 2011.
He has acted in the role of Director and Company Secretary for a number of entities and is currently a Non-Executive
Director of Red 5 Limited (15 April 2014 to present).
Former Directorships: Non-Executive (Deputy) Chairman of Avita Medical Ltd (5 March 2008 to 16 January 2016).
Mr Macpherson is a Member of the Institute of Chartered Accountants in Australia, the Australian Institute of Company
Directors and past member of the Executive Council of the Association of Mining Exploration Companies (WA) Inc.
Richard Carcenac – B.Sc. Eng. (Civil), MBA
Chief Executive Officer and Executive Director
Appointed 16 June 2015
Mr Carcenac is a civil engineer with an MBA who has over 20 years experience working for international mining houses
including Anglo American and BHP Billiton in a variety of roles in Australia, South Africa, Switzerland and The Netherlands.
The majority of his career was spent in marketing and operations, and included board appointments at Ingwe Collieries
Ltd (the South African coal subsidiary of BHP Billiton Ltd) and the Richards Bay Coal Terminal Company Ltd. Mr
Carcenac’s most recent position was as General Manager of BHP Billiton Worsley Alumina’s Boddington Bauxite Mine in
Western Australia.
Paul Graham-Clarke – B.Sc. (Tokyo)
Non-Executive Director
Appointed 16 December 2015
Mr Graham-Clarke has 37 years of foreign exchange and commodity experience in the United Kingdom working for public
listed companies, a UK Hedge fund and a private UK commodity company in an executive capacity. He has significant
experience in company strategic turnarounds, leading large and small management teams, and the restructuring of
business divisions. He was formerly Managing Director of Foreign Exchange at ICAP (part of ICAP's Global Broking
business, which is now the conglomerate TPIcap) and Managing Director of London Commodity Brokers.
Mr Graham-Clarke was born in South Africa and educated both there and in Japan where he received his Bachelor of
Science degree. Predominantly UK-based in the latter part of his career, he maintains a significant business network
and access into the UK financial markets.
Ian Buchhorn – B.Sc. (Hons), Dipl. Geosci (Min. Econ), MAusIMM (Non-Executive Director, Appointed
19 August 2005, Resigned 19 April 2018).
David Fyfe – B.Elect. Eng. (Hons), GAICD (Non-Executive Director, Appointed 18 December 2017, Resigned
13 June 2018).
12
DIRECTORS’ REPORT (Continued)
COMPANY SECRETARY
Patrick Soh – B.Bus., CPA.
Appointed 29 November 2016
Mr Soh has 20 years of experience in financial strategies, analysis and governance with some of Australia's most
successful companies across multiple industry sectors. Mr Soh has extensive experience in financial risk foresight
including on major projects using lead performance indicator techniques and the design of risk-based management
programs and behaviours.
Mr Soh’s experience as CFO and Company Secretary in ASX listed corporations, brings the same advanced strategies
and vast industry knowledge to his work with small to medium enterprises. In addition to traditional corporate accounting
services, Mr Soh has proven expertise in business improvement through integrating financial strategy and planning with
leadership development, business systems, and organisational culture and capacity.
Sam Middlemas, B.Com., PGrad DipBus., CA (Resigned as Company Secretary on 29 November 2016).
PRINCIPAL ACTIVITIES
The principal activities of the Consolidated Entity during the financial year focused on Mozambique. The group operates
via subsidiaries Pac Moz, Lda (“PacMoz”), Futuro Skills Mozambique, Lda (“Futuro Skills”) and Futuro Business Services,
Lda in the provision of labour, training and professional services in Mozambique. The Australian business maintains its
mineral exploration and development assets, primarily in Western Australia (refer to the review of operations and activities
below), and owns a Registered Training Organisation.
DIVIDENDS
No dividend has been paid since the end of the previous financial year and no dividend is recommended for the current
year.
REVIEW OF OPERATIONS AND ACTIVITIES
RBR’s strategy remains unchanged and is focused on: the further growth of its business base; establishing itself as a
leading service provider to the resources, construction and oil & gas sectors; and leveraging its position with a watching
brief on mineral resource opportunities. As the mining sector recovers globally, the company is optimistic regarding the
business opportunities before it.
To achieve its financial objectives, RBR has the following key strategic priorities:
Growing RBR’s position and capabilities in Mozambique
RBR prepares to capitalise on the impending US$50 billion LNG construction boom in Mozambique. The giant LNG
projects, one of which will be built by the Anadarko-led consortium and the other by the ExxonMobil-led consortium, are
expected to present their respective decision makers with their FID in 2019. These projects will be amongst the largest
investments ever in Africa, and certainly the largest investment in Mozambique. RBR, through its local subsidiaries, is
perfectly positioned for the labour element.
Futuro Skills has continued to grow revenues through securing both new and repeat contracts with tier-one companies in-
country, strengthening its position as the premier provider of training in Mozambique.
RBR has expanded its network of potential Mozambican job seekers by more than 100,000 people through database
agreements with local companies. The databases now accessible to RBR comprise job seekers with a range of education
standards, training and work experience.
Growing the business in Africa
The need for training of indigenous people for participation in the labour market is not confined to Mozambique. RBR’s
goal is to secure similar contracts in other African countries to grow the business and reduce portfolio risk by diversifying
its revenue streams by commodity and country.
RBR has commenced its African expansion in Guinea, West Africa with the establishment of a Joint Venture company with
Guinean labour services firm SEPIS, named Futuro Skills Guinea (FSG). FSG is now licensed as a training provider, and
is seeking to create a “Mining Centre of Excellence” in the bauxite-rich Boké region.
The strategy in Guinea is to replicate RBR’s successful Mozambique model, establishing a pool of work-ready, skilled
locals and creating a skills database managed by FSG. The JV company would then be the primary provider of employees
to the mining industry via placement or labour broking services, which would attract a fee.
13
DIRECTORS’ REPORT (Continued)
Maintaining RBR’s position in Australia
RBR's has maintained its exploration portfolio interests in Australia via joint ventures with tier-one and mid-tier gold sector
companies. Our major project is the Yindarlgooda gold project located east of Kalgoorlie. The company executed a
Farm-in Agreement with Newmont Exploration Pty Ltd (Newmont) in 2017 pursuant to which Newmont is required, under
a multi-phase program to invest up to approximately A$2 million to earn a 75% equity stake in the project. The Farm-in
Agreement allows RBR to retain exposure to exploration success whilst retaining focus and capital for the development
and growth of its services sector.
Corporate and Financial Position
As at 30 June 2018 the Consolidated Entity had cash reserves of $341,920 (2017: $339,084). The net loss for the year
was $1,423,464 (2017: $1,078,031) including a non-cash impairment charge of $150,000 (2017: $124,618).
Risk Management
The Board is responsible for the oversight of the Consolidated Entity’s risk management and control framework.
Responsibility for control and risk management is delegated to the appropriate level of management with the Chief
Executive Officer having ultimate responsibility to the Board for the risk management and control framework.
Areas of significant business risk to the Consolidated Entity are presented to the Board by the Chief Executive Officer each
year.
Arrangements put in place by the Board to monitor risk management include monthly reporting to the Board in respect of
operations and the financial position of the Consolidated Entity.
EARNINGS/LOSS PER SHARE
Basic loss per share
Diluted loss per share
2018
Cents
(0.24)
(0.24)
2017
Cents
(0.26)
(0.26)
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
RBR transitioned the ASX listing classification of the Company from a "mining exploration entity" to a standard industrial
listing, effective from the 30 September 2017. The reclassification, which reflects the evolution in RBR’s business focus
from mineral exploration to labour services, will provide greater clarity for existing shareholders and investors on the
Company’s operating activities, and better align periodic reporting requirements with underlying operations.
In the opinion of the Directors there were no other significant changes in the state of affairs of the Consolidated Entity that
occurred during the financial year under review.
OPTIONS OVER UNISSUED CAPITAL
Unlisted Options
During the financial year and to the date of this report there were no new options issued to Directors or Staff.
Since 30 June 2018 and up until the date of this report there have been no further options issued to Directors or Staff.
As at the date of this report there were no unissued ordinary shares of the Company under option.
No person entitled to exercise any option has or had, by virtue of the option, a right to participate in any share issue of any
other body corporate.
CORPORATE STRUCTURE
RBR Group Limited (ACN 115 857 988) is a Company limited by shares that was incorporated on 19 August 2005 and is
domiciled in Australia.
14
DIRECTORS’ REPORT (Continued)
EVENTS SUBSEQUENT TO THE REPORTING DATE
There has not arisen since the end of the financial year any item, transaction or event of a material and unusual nature
likely, in the opinion of the Directors of the Consolidated Entity to affect substantially the operations of the Consolidated
Entity, the results of those operations or the state of affairs of the Consolidated Entity in subsequent financial years except
for the following:
On 23 July 2018, the Company announced that it had expanded its network of potential Mozambican job seekers by
more than 100,000 people through database agreements with local companies.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
RBR is maintaining a focus on the resource sectors in Africa and Asia-Pacific, developing and growing the business units
described in the “Review of Operations and Activities” (page 3), and developing the client base and revenues.
ENVIRONMENTAL REGULATION AND PERFORMANCE
The Consolidated Entity holds various exploration licences to regulate its exploration activities in Australia. These licences
include conditions and regulations with respect to the rehabilitation of areas disturbed during the course of its exploration
activities. So far as the Directors are aware there has been no known breach of the Consolidated Entity’s licence conditions
and all exploration activities comply with relevant environmental regulations.
INFORMATION ON DIRECTORS
As at the date of this report the Directors’ interests in shares and unlisted options of the Consolidated Entity are as follows:
Directors
Ian Macpherson
Executive Chairman
Appointed 18 October 2010
Richard Carcenac
Chief Executive Officer and Executive Director
Appointed 16 June 2015
Paul Graham-Clarke
Non-Executive Director
Appointed 16 December 2015
Ordinary Shares
Performance Rights Unlisted Options
39,300,001
-
27,121,210
7,500,000
16,435,564
-
-
-
-
Note: As announced on the 20 June 2018 directors will be applying for 9 million shares at $0.007 to raise an additional
$63,000. Allotment of shares (with free attaching options) pursuant to the application by directors will be subject to, and
conditional upon, shareholder approval at a general meeting, at a date to be advised.
DIRECTORS’ MEETINGS
The number of meetings of the Consolidated Entity’s Directors held in the period each Director held office during the
financial year and the numbers of meetings attended by each Director were:
Director
Board of Directors’ Meetings
I Macpherson
R Carcenac
I Buchhorn (Resigned 19 April 2018)
D Fyfe (Appointed 18 December 2017, resigned 13 June 2018)
P Graham-Clarke
4
4
3
2
4
Meetings Attended
Meetings held while
a director
4
4
4
2
4
15
DIRECTORS’ REPORT (Continued)
REMUNERATION REPORT
the ASX Corporate Governance Council’s Corporate Governance Principles and
Recommendation 8.1 of
Recommendations (2nd edition) states that the Board should establish a Remuneration Committee. The Board has formed
the view that given the number of Directors on the Board, this function could be performed just as effectively with full Board
participation. Accordingly, it was resolved that there would be no separate Board sub-committee for remuneration
purposes.
This report details the amount and nature of remuneration of each Director of the Consolidated Entity and executive officers
of the Consolidated Entity during the year.
Overview of Remuneration Policy
The Board of Directors is responsible for determining and reviewing compensation arrangements for the Directors and the
executive team. The broad remuneration policy is to ensure that remuneration properly reflects the relevant person’s
duties and responsibilities, and that the remuneration is competitive in attracting, retaining and motivating people of the
highest quality. The Board believes that the best way to achieve this objective is to provide the Managing Director (or
equivalent) and the Executive Team with a remuneration package consisting of a fixed and variable component that
together reflects the person’s responsibilities, duties and personal performance. An equity based remuneration
arrangement for the Board and the Executive Team is in place. The remuneration policy is to provide a fixed remuneration
component and a specific equity related component, with no performance conditions. The Board believes that this
remuneration policy is appropriate given the stage of development of the Consolidated Entity and the activities which it
undertakes and is appropriate in aligning Director and executive objectives with shareholder and business objectives.
The remuneration policy in regard to setting the terms and conditions for the Chief Executive Officer has been developed
by the Board taking into account market conditions and comparable salary levels for companies of a similar size and
operating in similar sectors.
Directors receive a superannuation guarantee contribution required by the government, which is currently 9.5% per annum
and do not receive any other retirement benefits. Some individuals, however, can choose to sacrifice part or all of their
salary to increase payments towards superannuation.
All remuneration paid to Directors is valued at cost to the Consolidated Entity and expensed. Options are valued using
either the Black-Scholes methodology or the Binomial model. In accordance with current accounting policy the value of
these options is expensed over the relevant vesting period.
Non-Executive Directors
The Board policy is to remunerate Non-Executive Directors at market rates for comparable companies for time,
commitment and responsibilities. The Board determines payments to the Non-Executive Directors and reviews their
remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when
required. The maximum aggregate amount of fees that can be paid to Non-Executive Directors is subject to approval by
shareholders at a General Meeting. The annual aggregate amount of remuneration paid to Non-Executive Directors was
approved by shareholders on 7 November 2006 and is not to exceed $200,000 per annum. Actual remuneration paid to
the Consolidated Entity’s Non-Executive Directors is disclosed below notwithstanding the approved maximum of $200,000
and the policy of fair remuneration, Non-Executive Directors have accepted significantly reduced remuneration fees in light
of the restricted working capital position of the company as it builds its business units. Remuneration fees for Non-
Executive Directors are not linked to the performance of the Consolidated Entity. However, to align Directors’ interests
with shareholder interests, the Directors are encouraged to hold shares in the Consolidated Entity.
Senior Executives and Management
The Consolidated Entity aims to reward executives with a level of remuneration commensurate with their position and
responsibilities within the Consolidated Entity so as to:
Reward executives of the Consolidated Entity and individual performance against targets set by reference to
appropriate benchmarks;
Reward executives in line with the strategic goals and performance of the Consolidated Entity; and
Ensure that total remuneration is competitive by market standards.
Structure
Remuneration consists of the following key elements:
Fixed remuneration; and
Issuance of performance rights.
16
DIRECTORS’ REPORT (Continued)
Fixed Remuneration
Fixed remuneration consists of base remuneration (which is calculated on a total cost basis including any employee
benefits e.g. motor vehicles) as well as employer contributions to superannuation funds.
The level of fixed remuneration is set so as to provide a base level of remuneration which is both appropriate to the position
and is competitive in the market.
Remuneration packages for the staff who report directly to the Managing Director (or equivalent) are based on the
recommendation of the Managing Director (or equivalent), subject to the approval of the Board in the annual budget setting
process.
Service Agreement
Mr Richard Carcenac was appointed Chief Executive Officer and an Executive Director on 16 June 2015. A summary of
his employment contract is as follows:
•
•
•
Term of agreement – Ongoing, subject to termination and notice periods;
Base Salary, $250,000 including superannuation;
The following performance rights were issued on 27 November 2015;
• 7,500,000 Class 1 performance rights subject to meeting specific performance criteria achieved within 24
months;
• 7,500,000 Class 2 performance rights subject to meeting specific performance criteria achieved within 36
months; and
•
Termination of employment by either party requires 3 month’s written notice.
Details of the nature and amount of each element of the remuneration of each Director and Executive Officer of RBR Group
Limited paid/accrued during the year are as follows:
2017/2018
Directors
I Macpherson – Executive Chairman
R Carcenac – Chief Executive Officer (i)
I Buchhorn – Non-Executive (ii)
D Fyfe – Non-Executive (iii)
P Graham-Clarke – Non-Executive
Executives
P Soh - Company Secretary (iv)
Short-term Benefits
Post
Employment
Equity
Compensation
Base
Salary/Fees
$
Motor
Vehicle/Bonus
$
Superannuation
Contributions
$
Options
Total
$
$
76,606
228,311
18,750
5,000
20,000
57,235
-
-
-
-
-
-
3,478
21,690
-
475
-
-
87,375
-
-
-
80,084
337,376
18,750
5,475
20,000
-
-
57,235
2016/2017
Directors
I Macpherson – Executive Chairman
R Carcenac – Chief Executive Officer
I Buchhorn – Non-Executive
Paul Graham-Clarke – Non-Executive
Executives
P Soh - Company Secretary
S Middlemas - Company Secretary (v)
Notes:
(i) Mr Carcenac had 7,500,000 performance rights vest on the 16 March 2018, amount included as per original independent valuation.
(ii) Mr Buchhorn resigned as Non-Executive Director on the 19 April 2018.
(iii) Mr Fyfe was appointed Non-Executive Director on the 18 December 2017 and resigned on the 13 June 2018.
(iv) Mr Soh was appointed as Company Secretary from 29 November 2016.
(v) Mr Middlemas resigned as Company Secretary on 29 November 2016.
75,939
228,311
25,000
10,000
79,417
250,001
25,000
10,000
3,478
21,690
-
-
58,409
7,810
58,409
7,810
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Other than the Directors and Executive Officers disclosed above there were no other Executive Officers who received
emoluments during the financial year ended 30 June 2018.
17
DIRECTORS’ REPORT (Continued)
Share-based compensation
The terms and conditions of each grant of options affecting remuneration in this or future reporting periods are as follows:
Granted
Number
Date of Grant
Terms & Conditions for each Grant
Date of
Vesting
Option
Value ($)
Exercise
Price ($)
Expiry Date
Performance Rights
R Carcenac Class 2
7,500,000 27 Nov 2015 Refer (i) below
0.0035
N/A 26 Nov 2019
Notes:
(i) Rights subject to performance criteria prior to 26 November 2018; the Company’s market capitalisation averaging over a period of 30
consecutive trading days a daily average of not less than $8,000,000; and consolidated gross income of the Company and its revenue
exceeding $2,000,000; and Mr Carcenac completing 24 months of continuous employment with the Company.
There were no amounts payable on the issue of the options, and there are no performance conditions attached. All options
previously issued are now fully vested and are exercisable at any time. When exercisable, each option is convertible into
one ordinary share of RBR Group Limited.
INDEMNIFYING OFFICERS AND AUDITOR
During the year the Company paid an insurance premium to insure certain officers of the Consolidated Entity. The officers
of the Consolidated Entity covered by the insurance policy include the Directors named in this report.
The Directors and Officers Liability insurance provides cover against all costs and expenses that may be incurred in
defending civil or criminal proceedings that fall within the scope of the indemnity and that may be brought against the
officers in their capacity as officers of the Consolidated Entity. The insurance policy does not contain details of the premium
paid in respect of individual officers of the Consolidated Entity. Disclosure of the nature of the liability cover and the amount
of the premium is subject to a confidentiality clause under the insurance policy.
The Consolidated Entity has not provided any insurance for an auditor of the Consolidated Entity.
AUDITORS’ INDEPENDENCE DECLARATION
Section 370C of the Corporations Act 2001 requires the Consolidated Entity’s auditors Butler Settineri (Audit) Pty Ltd, to
provide the Directors of the Consolidated Entity with an Independence Declaration in relation to the audit of the financial
report. This Independence Declaration is attached and forms part of this Directors’ Report.
NON-AUDIT SERVICES
A company related to Butler Settineri (Audit) Pty Limited provided non-audit services on taxation during the period. The
Directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for
auditors imposed by the Corporations Act 2001. The Directors are satisfied 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.
Taxation Services
PROCEEDINGS ON BEHALF OF THE CONSOLIDATED ENTITY
2018
$
2017
$
2,920
2,150
No person has applied for leave of Court to bring proceedings on behalf of the Consolidated Entity or intervene in any
proceedings to which the Consolidated Entity is a party for the purpose of taking responsibility on behalf of the Consolidated
Entity for all or any part of those proceedings. The Consolidated Entity was not party to any such proceedings during the
year.
18
DIRECTORS’ DECLARATION
CORPORATE GOVERNANCE
In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of the
Consolidated Entity support and have adhered to the principles of corporate governance. The Consolidated Entity’s
corporate governance practices have been disclosed in Appendix 4G in accordance with ASX listing rule 4.7.3 at the same
time as the annual report is lodged with the ASX. Further information about the Company’s corporate governance practices
is set out on the Company’s web site at www.rbrgroup.com.au. In accordance with the recommendations of the ASX,
information published on the web site includes codes of conduct and other policies and procedures relating to the Board
and its responsibilities.
DATED at Perth this 31st day of August 2018
Signed in accordance with a resolution of the Directors
Ian Macpherson
Executive Chairman
Competent Persons Statement
The information in this report that relates to Exploration is based on information compiled by Andrew Ford who is a Member of the
Australasian Institute of Mining and Metallurgy. Andrew Ford is a consultant to RBR Group Limited and has sufficient experience that is
relevant to the style of mineralization and type of deposit under consideration, and to the exploration activity that is being undertaking to
qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral
Resources and Ore Reserves”. Andrew Ford has consented to the inclusion in this report of the matters based on his information in the
form and context that it appears.
19
AUDITOR’S INDEPENDENCE DECLARATION
20
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 June 2018
21
Notes
2
3
3
3
3
5
Revenue
Cost of sales
Gross profit
Employee expenses
Directors’ fees
Insurance expenses
Consultants fees
Corporate expenses
Depreciation
Property expenses
Share-based payments expense
Exploration costs refund
Exploration written off
Goodwill impairment
Other expenses
Loss before income tax
Income tax
Net loss for the year
Other comprehensive income that may be recycled to
profit or loss
Foreign currency translation adjustments
Total other comprehensive loss
Total comprehensive loss
Loss is attributable to:
Equity holders of RBR Group Limited
Non-controlling interests
Total comprehensive loss is attributable to:
Equity holders of RBR Group Limited
Non-controlling interests
2018
$
485,180
(155,703)
329,477
(544,329)
(79,317)
(7,617)
(196,191)
(100,624)
(19,024)
(141,195)
(62,765)
3,493
-
(150,000)
(454,795)
(1,422,887)
(577)
(1,423,464)
(13,829)
(13,829)
(1,437,293)
(1,413,820)
(9,644)
(1,423,464)
(1,427,796)
(9,497)
(1,437,293)
Earnings per share
Basic earnings/(loss) per share (cents per share)
Diluted earnings/(loss) per share (cents per share)
20
20
(0.24) cents
(0.24) cents
2017
$
1,309,085
(291,653)
1,017,432
(737,769)
(70,092)
(29,563)
(411,352)
(65,462)
(29,746)
(119,302)
(62,504)
-
(35,787)
(124,618)
(372,678)
(1,041,441)
(36,590)
(1,078,031)
(6,441)
(6,441)
(1,084,472)
(1,066,062)
(11,969)
(1,078,031)
(1,069,194)
(15,278)
(1,084,472)
(0.26) cents
(0.26) cents
The above Consolidated Statement of Comprehensive Income should be read in conjunction with the Consolidated Entity
accompanying notes.
21
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2018
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade receivables
Assets held for sale
Other assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Plant and equipment and motor vehicles
Intangibles
Capitalised mineral exploration expenditure
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Provisions
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed equity
Reserves
Accumulated losses
Equity attributable to equity holders in the Company
Non-controlling interests
TOTAL EQUITY
Notes
21(a)
6
11
7
8
10
11
12
13
14(a)
15
2018
$
341,920
205,464
-
15,932
563,316
34,257
149,898
39,147
223,302
786,618
207,434
40,082
247,516
247,516
539,102
2017
$
339,084
316,724
-
21,715
677,523
41,484
299,898
38,309
379,691
1,057,214
141,864
44,857
186,721
186,721
870,493
19,279,596
674,481
(19,408,530)
545,547
(6,445)
539,102
18,134,486
765,076
(18,058,679)
840,883
29,610
870,493
The above Consolidated Statement of Financial Position should be read in conjunction with the Consolidated Entity’s
accompanying notes.
22
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2018
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T
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2018
Notes
2018
$
2017
$
Cash flows from operating activities
Receipts from customers
Interest received
Payments to suppliers and employees (inclusive of goods
and services tax)
Net cash used in operating activities
21(b)
Cash flows from investing activities
Payments for exploration and evaluation
Receipt on sale of tenement
Payments for investments in subsidiaries
Payments for plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Proceeds from loan
Repayment of loan
Proceeds from unissued shares
Proceeds from the issue of shares (net of fees)
Net cash provided by financing activities
Net decrease in cash held
Cash at the beginning of the financial year
Exchange rate movements
Cash at the end of the financial year
21(a)
601,409
1,542
(1,628,335)
(1,025,384)
2,655
-
(4,578)
(10,209)
(12,132)
-
-
-
1,040,085
1,040,085
2,569
339,084
267
341,920
1,037,240
2,462
(2,123,174)
(1,083,472)
(9,629)
100,000
-
(24,275)
66,096
544
(150,000)
70,000
1,328,013
1,248,557
231,181
94,619
13,284
339,084
The above Consolidated Statement of Cash Flows should be read in conjunction with the Consolidated Entity’s
accompanying notes.
24
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2018
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in preparing the financial report of the Company, RBR Group Limited and
its controlled entities (“RBR” or “Consolidated Entity”), are stated to assist in a general understanding of the financial
report. These policies have been consistently applied to all the years presented, unless otherwise indicated.
RBR Group Limited is a Company limited by shares incorporated and domiciled in Australia whose shares are
publicly traded on the official list of the Australian Securities Exchange. The financial statements are presented in
Australian dollars which is the Consolidated Entity’s functional currency.
(a)
Basis of Preparation
This general purpose financial report has been prepared in accordance with Australian Accounting
Standards (including Australian Interpretations) adopted by the Australian Accounting Standards Board and
the Corporations Act 2001.
RBR Group Limited is a for-profit entity for the purpose of preparing the financial statements.
The financial report has been prepared on the basis of historical costs and does not take into account
changing money values or, except where stated, current valuations of non-current assets.
The financial report was authorised for issue by the Directors.
Going Concern
The Consolidated Entity incurred a loss for the year of $1,423,464 (2017: $1,078,031) including a non-cash
impairment charge of $150,000 (2017: $124,618).
At 30 June 2018 the Consolidated Entity had cash assets of $341,920 (2017: $339,084) and working capital
of $315,800 (2017: $490,802). During the financial year the Company raised $1,092,014 before costs.
Although the above is indicative of a material uncertainty, the Company maintains the ongoing support of its
major shareholders and capital markets advisers in ensuring continuing access to equity funds. The
Company completed capital raises in September 2017, January 2018 and June 2018 that included the issue
of 28,850,002 unquoted placement options exercisable at 1.8 cents and expiring on 31 July 2019. The latest
raise was structured with the aim of raising an additional $519,300 from exercise of options on or before
31 July 2019. In the event these options are not exercised, the Company is confident that it will be able to
access additional funds through the equity markets during the year to allow for operating activities to
continue, if required. Based on this information, the Directors consider it appropriate that the financial
statements be prepared on a going concern basis.
(b)
Use of Estimates and Judgements
The preparation of financial statements requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and reported amounts of assets and liabilities,
income and expenses. Actual results may differ from these estimates. Estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the
period in which the estimate is revised and in any future periods affected. None of the balances reported
have been derived from estimates.
(c)
Basis of Consolidation
Controlled Entity
The consolidated financial statements comprise the financial statements of RBR Group Limited and its
subsidiaries as at 30 June each year.
The financial statements of the subsidiaries are prepared for the same reporting period as the parent
company, using consistent accounting policies.
In preparing the consolidated financial statements, all intercompany balances and transactions, income and
expenses and profit and losses resulting from intra-group transactions have been eliminated in full. The
subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity
and ceases to be consolidated from the date on which control is transferred out of the consolidated entity.
25
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2018
The acquisition of the subsidiaries has been accounted for using the purchase method of accounting. The
purchase method of accounting involves allocating the cost of the business combination to the fair value of
the assets acquired and the liabilities and contingent liabilities assumed at the date of acquisition.
Accordingly, the consolidated financial statements include the results of the subsidiaries for the period from
their acquisition.
Joint Ventures
Joint ventures are those entities over whose activities the consolidated entity has joint control, established
by contractual agreement.
In the consolidated entity’s financial statements, investments in joint ventures are carried at cost. Details of
these interests are shown in Note 27.
(d)
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 income tax rate adjusted by changes in deferred tax assets and liabilities attributable to
temporary differences between the tax bases of assets and liabilities and their carrying amounts in the
financial statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply
when the assets are recovered or liabilities are settled, based on those tax rates which are enacted. The
relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to
measure the deferred tax asset or liability. An exception is made for certain temporary differences arising
from the initial recognition of an asset or a liability. No deferred asset or liability is recognised in relation to
those temporary differences if they arose in a transaction, other than a business combination, that at the
time of the transaction did not affect either accounting profit or taxable profit or loss.
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.
Current and future tax balances attributable to amounts recognised directly in equity are also recognised
directly in equity.
(e)
Foreign Currency Translation
The financial statements are presented in Australian dollars, which is RBR Group Limited’s functional and
presentation currency.
Foreign currency transactions
Foreign currency transactions are translated into Australian dollars 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 financial year-end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in profit or loss.
Foreign operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates
at the reporting date. The revenues and expenses of foreign operations are translated into Australian dollars
using the average exchange rates, which approximate the rates at the dates of the transactions, for the
period. All resulting foreign exchange differences are recognised in other comprehensive income through
the foreign currency reserve in equity.
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is
disposed of.
(f)
Revenue Recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Consolidated
Entity and the revenue can be reliably measured. The following specific recognition criteria must also be met
before revenue is recognised.
26
27
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2018
Interest income
Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on
the financial asset.
(g)
Cash and Cash Equivalents
Cash and short-term deposits in the statement of financial position comprise cash at bank and in hand and
short-term deposits with an original maturity of three months or less.
For the purposes of the Consolidated Statement of Cash Flows, cash and cash equivalents consist of cash
and cash equivalents as defined above, which are readily convertible to cash on hand and which are used
in the cash management function on a day-to-day basis.
(h)
Employee Entitlements
Liabilities for wages and salaries, annual leave and other current employee entitlements expected to be
settled within 12 months of the reporting date are recognised in other payables in respect of employees’
services up to the reporting date and are measured at the amounts expected to be paid when the liabilities
are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and measured
at the rates paid or payable.
Contributions to employee superannuation plans are charged as an expense as the contributions are paid
or become payable.
(i)
Plant and Equipment and Motor Vehicles
Each class of plant and equipment and motor vehicles is carried at cost or fair value less, where applicable,
any accumulated depreciation and impairment losses.
Plant and equipment and motor vehicles
Plant and equipment and motor vehicles are stated at cost less accumulated depreciation and any
impairment in value.
The carrying values of plant and equipment and motor vehicles are reviewed for impairment when events or
changes in circumstances indicate the carrying value may not be recoverable.
For an asset that does not generate largely independent cash flows, the recoverable amount is determined
for the cash-generating unit to which the asset belongs.
If any such indication exists where the carrying values exceed the estimated recoverable amount, the assets
or cash generating units are written down to their recoverable amount.
Depreciation
Depreciable non-current assets are depreciated over their expected economic life using either the straight
line or the diminishing value method. Profits and losses on disposal of non-current assets are taken into
account in determining the operating loss for the year. The depreciation rate used for each class of assets
is as follows:
Plant & equipment
20 - 33%
(j)
Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of goods and services tax (“GST”), except
where the amount of GST incurred is not recoverable from the Australian Taxation Office (“ATO”). In these
circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of an item of
the expense.
Receivables and payables are stated with the amount of GST included. GST incurred is claimed from the
ATO when a valid tax invoice is provided. The net amount of GST recoverable from, or payable to, the
ATO is included as a current asset or liability in the balance sheet.
27
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2018
Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash
flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are
classified as operating cash flows.
(k)
Payables
These amounts represent liabilities for goods and services provided to the Consolidated Entity prior to the
end of the financial year and which are unpaid. The amounts are unsecured and are usually paid within 30
days of recognition.
(l)
Contributed Equity
Issued capital is recognised as 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.
(m) Exploration and Evaluation Expenditure
Mineral exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area
of interest and is subject to impairment testing. These costs are carried forward only if they relate to an area
of interest for which rights of tenure are current and in respect of which:
such costs are expected to be recouped through the successful development and exploitation of the
area of interest, or alternatively by its sale; or
exploration and/or evaluation activities in the area have not reached a stage which permits a
reasonable assessment of the existence or otherwise of economically recoverable reserves and active
or significant operations in, or in relation to, the area of interest are continuing.
In the event that an area of interest is abandoned or if the Directors consider the expenditure to be of reduced
value, accumulated costs carried forward are written off in the year in which that assessment is made. 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.
Where a mineral resource has been identified and where it is expected that future expenditures will be
recovered by future exploitation or sale, the impairment of the exploration and evaluation is written back and
transferred to development costs. Once 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.
Costs of site restoration and rehabilitation are recognised when the Consolidated Entity has a present
obligation, the future sacrifice of economic benefits is probable and the amount of the provision can be
reliably estimated.
The amount recognised as a provision is the best estimate of the consideration required to settle the present
obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation.
Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying
amount is the present value of those cash flows.
Exploration and evaluation assets are assessed for impairment if:
(i) sufficient data exists to determine technical feasibility and commercial viability, and
(ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount.
For the purpose of impairment testing, exploration and evaluation assets are allocated to cash-generating
units to which the exploration activity relates. The cash generating unit shall not be larger than the area of
interest.
Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of
interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first
tested for impairment and then re-classified from intangible assets to mining property and development
assets within property, plant and equipment.
28
29
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2018
(n)
Earnings per Share
Basic earnings per share (“EPS”) are calculated based upon the net profit/(loss) attributable to equity holders
of the parent divided by the weighted average number of shares. Diluted EPS are calculated as the net
profit/(loss) attributable to equity holders of the parent divided by the weighted average number of shares
and dilutive potential shares.
(o)
Leases
Leases are classified at their inception as either operating or finance leases based on the economic
substance of the agreement so as to reflect the risks and benefits incidental to ownership.
The minimum lease payments of operating leases, where the lessor effectively retains substantially all of the
risks and benefits of ownership of the leased item, are recognised as an expense on a straight-line basis
over the term of the lease.
(p)
Share-based payment transactions
The Company provides benefits to employees (including Directors and Consultants) of the Consolidated
Entity in the form of share-based payment transactions, whereby employees render services in exchange
for shares or rights over shares (“Equity–settled transactions”).
There is currently one plan in place to provide these benefits being an Employee Share Option Plan (“ESOP”)
which provides benefits to Directors, Consultants and Senior Executives.
The cost of these equity-settled transactions is measured by reference to fair value at the date at which they
are granted. The fair value is determined by an external valuer using the either the Black-Scholes or
Binomial model.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than
conditions linked to the price of the shares of RBR Group Limited (“market conditions”).
The cost of equity settled securities is recognised, together with a corresponding increase in equity, over the
period in which the performance conditions are fulfilled, ending on the date on which the relevant employees
become fully entitled to the award (“vesting date”).
Where the Consolidated Entity acquires some form of interest in an exploration tenement or an exploration
area of interest and the consideration comprises share-based payment transactions, the fair value of the
equity instruments granted is measured at grant date. The cost of equity securities is recognised within
capitalised mineral exploration and evaluation expenditure, together with a corresponding increase in equity.
(q)
Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in
presentation for the current financial year.
(r)
Financial risk management
The Board of Directors has overall responsibility for the establishment and oversight of the risk management
framework, to identify and analyse the risks faced by the Consolidated Entity. These risks include credit
risk, liquidity risk and market risk from the use of financial instruments. The Consolidated Entity has only
limited use of financial instruments through its cash holdings being invested in short term interest bearing
securities. The primary goal of this strategy is to maximise returns while minimising risk through the use of
accredited Banks with a minimum credit rating of A1 from Standard & Poors. The Consolidated Entity has
no debt, and working capital is maintained at its highest level possible and regularly reviewed by the full
board.
(s)
Changes in accounting policies and disclosures
In the current year, the Consolidated Entity has adopted all new and revised Standards and Interpretations
that have been issued and are effective for the accounting periods beginning on or after 1 July 2015. The
adoption of the new and revised Standards and Interpretations has not resulted in any changes to the
Group’s accounting policies.
29
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2018
(t)
Standards issued but not yet effective
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not
yet mandatory, have not been early adopted by the Consolidated Entity for the annual reporting period ended
30 June 2018. The Consolidated Entity's assessment of the impact of these new or amended Accounting
Standards and Interpretations, most relevant to the Consolidated Entity, are set out below.
AASB 9 Financial Instruments and associated Amending Standards (applicable to annual reporting periods
beginning on or after 1 January 2018). The Standard will be applicable retrospectively (subject to the
provisions on hedge accounting outlined below) and includes revised requirements for the classification and
measurement of financial instruments, revised recognition and derecognition requirements for financial
instruments and simplified requirements for hedge accounting.
The key changes that may affect the Group on initial application include certain simplifications to the
classification of financial assets, simplifications to the accounting of embedded derivatives, upfront
accounting for expected credit loss, and the irrevocable election to recognise gains and losses on
investments in equity instruments that are not held for trading in other comprehensive income. AASB 9 also
introduces a new model for hedge accounting that will allow greater flexibility in the ability to hedge risk,
particularly with respect to hedges of non-financial items. Should the entity elect to change its hedge policies
in line with the new hedge accounting requirements of the Standard, the application of such accounting
would be largely prospective.
Although the Directors anticipate that the adoption of AASB 9 may have an impact on the Group’s financial
instruments, including hedging activity, it is impracticable at this stage to provide a reasonable estimate of
such impact.
AASB 15 Revenue from Contracts with Customers (applicable to annual reporting periods beginning on or
after 1 January 2018, as deferred by AASB 2015-8: Amendments to Australian Accounting Standards –
Effective Date of AASB 15).
When effective, this Standard will replace the current accounting requirements applicable to revenue with a
single, principles-based model. Except for a limited number of exceptions, including leases, the new revenue
model in AASB 15 will apply to all contracts with customers as well as non-monetary exchanges between
entities in the same line of business to facilitate sales to customers and potential customers.
The core principle of the Standard is that an entity will recognise revenue to depict the transfer of promised
goods or services to customers in an amount that reflects the consideration to which the entity expects to
be entitled in exchange for the goods or services. To achieve this objective, AASB 15 provides the following
five-step process:
identify the contract(s) with a customer;
identify the performance obligations in the contract(s);
-
-
- determine the transaction price;
- allocate the transaction price to the performance obligations in the contract(s); and
-
recognise revenue when (or as) the performance obligations are satisfied.
The transitional provisions of this Standard permit an entity to either: restate the contracts that existed in
each prior period presented per AASB 108: Accounting Policies, Changes in Accounting Estimates and
Errors (subject to certain practical expedients in AASB 15); or recognise the cumulative effect of
retrospective application to incomplete contracts on the date of initial application. There are also enhanced
disclosure requirements regarding revenue.
Although the Directors anticipate that the adoption of AASB 15 may have an impact on the Group’s financial
statements, they are in the process of negotiating revenue contracts and therefore it is impracticable at this
stage to provide a reasonable estimate of such impact.
AASB 16: Leases (applicable to annual reporting periods beginning on or after 1 January 2019).
When effective, this Standard will replace the current accounting requirements applicable to leases in AASB
117: Leases and related Interpretations. AASB 16 introduces a single lessee accounting model that
eliminates the requirement for leases to be classified as operating or finance leases.
The main changes introduced by the new Standard include:
-
recognition of a right-to-use asset and liability for all leases (excluding short-term leases with less than
12 months of tenure and leases relating to low-value assets);
30
31
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2018
- depreciation of right-to-use assets in line with AASB 116: Property, Plant and Equipment in profit or loss
and unwinding of the liability in principal and interest components;
- variable lease payments that depend on an index or a rate are included in the initial measurement of the
lease liability using the index or rate at the commencement date;
- by applying a practical expedient, a lessee is permitted to elect not to separate non-lease components
and instead account for all components as a lease; and
- additional disclosure requirements.
The transitional provisions of AASB 16 allow a lessee to either retrospectively apply the Standard to
comparatives in line with AASB 108 or recognise the cumulative effect of retrospective application as an
adjustment to opening equity on the date of initial application.
The Directors anticipate that the adoption of AASB 16 will impact the Group's financial statements and
estimate that the impact to be similar to the operating lease commitments of $193,747, detailed in note 18.
AASB 2014-3: Amendments to Australian Accounting Standards – Accounting for Acquisitions of Interests
in Joint Operations (applicable to annual reporting periods beginning on or after 1 January 2016).
This Standard amends AASB 11: Joint Arrangements to require the acquirer of an interest (both initial and
additional) in a joint operation in which the activity constitutes a business, as defined in AASB 3: Business
Combinations, to apply all of the principles on business combinations accounting in AASB 3 and other
Australian Accounting Standards except for those principles that conflict with the guidance in AASB 11; and
disclose the information required by AASB 3 and other Australian Accounting Standards for business
combinations.
The application of AASB 2014-3 will result in a change in accounting policies for the above described
transactions, which were previously accounted for as acquisitions of assets rather than applying the
acquisition method per AASB 3.
The transitional provisions require that the Standard should be applied prospectively to acquisitions of
interests in joint operations occurring on or after 1 January 2016. As at 30 June 2016, management is not
aware of the existence of any such arrangements that would impact the financial statements of the entity
going forward and as such is not capable of providing a reasonable estimate at this stage of the impact on
initial application of AASB 2014-3.
AASB 2014-10: Amendments to Australian Accounting Standards – Sale or Contribution of Assets between
an Investor and its Associate or Joint Venture (applicable to annual reporting periods beginning on or after
1 January 2018, as deferred by AASB 2015-10: Amendments to Australian Accounting Standards – Effective
Date of Amendments to AASB 10 and AASB 128).
This Standard amends AASB 10: Consolidated Financial Statements with regards to a parent losing control
over a subsidiary that is not a “business” as defined in AASB 3 to an associate or joint venture, and requires
that:
- a gain or loss (including any amounts in other comprehensive income (OCI)) be recognised only to the
-
extent of the unrelated investor’s interest in that associate or joint venture;
the remaining gain or loss be eliminated against the carrying amount of the investment in that associate
or joint venture; and
- any gain or loss from remeasuring the remaining investment in the former subsidiary at fair value also
be recognised only to the extent of the unrelated investor’s interest in the associate or joint venture. The
remaining gain or loss should be eliminated against the carrying amount of the remaining investment.
The application of AASB 2014-10 will result in a change in accounting policies for transactions of loss of
control over subsidiaries (involving an associate or joint venture) that are businesses per AASB 3 for which
gains or losses were previously recognised only to the extent of the unrelated investor’s interest.
The transitional provisions require that the Standard should be applied prospectively to sales or contributions
of subsidiaries to associates or joint ventures occurring on or after 1 January 2018. Although the directors
anticipate that the adoption of AASB 2014-10 may have an impact on the Group’s financial statements, it is
impracticable at this stage to provide a reasonable estimate of such impact.
31
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2018
2.
OTHER INCOME
Revenue
Revenue from rendering of services (i)
Interest
2018
$
2017
$
483,611
1,306,691
1,569
2,394
485,180
1,309,085
Note (i): Futuro Skills Mozambique, Lda revenue in 2017 included grant funding of $315,713 (2018: $Nil).
3.
EXPENSES
Contributions to employee’s superannuation plans
Depreciation - plant and equipment
Exploration Written off
Share based payment expense
Provision for employee entitlements
Other Expenses
Travel and accommodation
IT and communications
Consultants
Other
4.
AUDITORS’ REMUNERATION
Butler Settineri (Audit) Pty Limited
Audit and review of the financial statements
Taxation Services – company related to Butler Settineri (Audit) Pty Ltd
2018
$
2017
$
38,851
19,024
(3,493)
62,765
(7,976)
105,464
26,614
81,250
241,467
454,795
38,493
29,746
35,787
62,504
44,800
86,952
25,012
41,615
219,099
372,678
2018
$
2017
$
37,881
2,920
40,801
26,221
2,150
28,371
32
33
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2018
5.
INCOME TAX
(a)
Income tax expense
No income tax is payable by the Consolidated Entity as it has incurred losses for income tax purposes for the year,
therefore current tax, deferred tax and tax expense is $Nil (2017: $Nil).
2018
$
Numerical reconciliation of income tax expense to prima facie tax payable
(b)
2017
$
Loss from continuing operations before income tax expense
(1,422,887)
(1,041,441)
Prima facie tax benefit at the Australian tax rate of 30% (2017: 30%)
(426,866)
(312,432)
Tax effect of amounts which are not deductible (taxable) in calculating
taxable income:
Non-deductible expenses
Overseas projects income and expenses
Other allowable expenditure
Deferred tax asset not brought to account
Income tax expense
(c)
Tax losses
62,753
72,152
(290)
292,470
219
96,873
20,577
(3,882)
234,455
36,590
Unused tax losses for which no deferred tax asset has been recognised
16,582,746
15,636,129
Potential tax benefit at 30%
4,974,823
4,690,839
(d)
Unrecognised deferred tax assets
Unrecognised deferred tax assets
Provisions
Carry forward tax losses
17,295
9,027
4,974,823
4,690,839
4,992,118
4,699,866
No deferred tax asset has been recognised for the above balance as at 30 June 2018 as it is not considered
probable that future taxable profits will be available against which it can be utilised.
Unrecognised deferred tax liabilities
Capitalised mineral exploration and evaluation expenditure
4,992,118
4,699,866
(e)
Franking credits balance
The Consolidated Entity has no franking credits as at 30 June 2018 available for use in future years (2017: $Nil).
6.
TRADE RECEIVABLES
Current
Trade receivables
Other receivables
2018
$
199,654
5,810
205,464
2017
$
295,539
21,185
316,724
Trade receivables represent outstanding amounts owed by customers in Mozambique. Other receivables include
GST and other value added tax receipts.
33
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2018
7.
OTHER ASSETS
Current
Prepayments
8.
PLANT AND EQUIPMENT AND MOTOR VEHICLES
Plant and office equipment
At cost
Accumulated depreciation
2018
$
2017
$
15,932
21,715
2018
$
2017
$
162,808
146,248
(128,551)
(104,764)
34,257
41,484
Reconciliation
Reconciliation of the carrying amounts for each class of plant and equipment and motor vehicles are set out
below:
Plant and office equipment
Carrying amount at beginning of the year
Additions
Depreciation
Foreign currency differences
Carrying amount at the end of the year
2018
$
2017
$
41,484
10,209
47,528
24,275
(19,024)
(29,746)
1,588
34,257
(574)
41,484
34
35
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2018
9.
INVESTMENTS
Particulars in relation to the Controlled Entity
RBR Group Limited is the parent entity.
Name of Controlled Entity
Country of
incorporation
Class of
Shares
Equity Holding
Freelance Support Pty Ltd (i)
Australia
Ordinary
Pac Moz, Lda (ii)
Mozambique
Ordinary
Futuro Skills Mozambique, Lda (iii)
Mozambique
Ordinary
Futuro Business Services, Lda (iv)
Mozambique
Ordinary
Rubicon Resources & Mining, Lda (v)
Mozambique
Ordinary
Morson Mozambique, Lda (v)
Mozambique
Ordinary
Futuro Skills Guinee SARL (vi)
Guinea
Ordinary
2018
100%
100%
100%
100%
59.4%
59.4%
60%
2017
100%
60%
100%
100%
59.4%
59.4%
40%
(i) RBR purchased 100% of the issued capital of Freelance Support Pty Ltd on 11 January 2016.
(ii) RBR purchased 60% of the issued capital of Pac Moz, Lda on 25 March 2015 through the issue of shares.
(iii) RBR Incorporated Futuro Skills Mozambique, Lda on 9 July 2015.
(iv) RBR Incorporated Futuro Business Services, Lda on 24 May 2017 and was inactive at 30 June 2017.
(v) Parent entity owner Pac Moz, Lda. These entities are dormant.
(vi) RBR Incorporated Futuro Skills Guinee SARL on 21 February 2018.
10.
INTANGIBLES
Cost brought forward
Goodwill impairment of PacMoz Lda
2018
$
299,898
2017
$
424,516
(150,000)
(124,618)
149,898
299,898
The carrying value of the goodwill for PacMoz was subject to impairment testing in accordance with the accounting
standards. A valuation was undertaken using a discounted cashflow model based on current cashflows plus
expected revenues and a discount rate of 12% and the Board approved an impairment of $150,000. The carrying
value of the intangible is expected to be indefinite and will be evaluated on a six-month basis in the future.
The Directors reviewed the carrying value of Freelance Support Pty Ltd against current revenues and income in
that entity and formed a view that the carrying value is recoverable.
35
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2018
11.
CAPITALISED MINERAL EXPLORATION EXPENDITURE
In the exploration phase
Current
Balance at the beginning of the year
Assets sold
Non-Current
Balance at the beginning of the year
Expenditure incurred during the year (at cost)
Refund of exploration costs
Exploration expenditure written off
Balance at the end of the year
2018
$
2017
$
-
-
-
100,000
(100,000)
-
38,309
(2,655)
3,493
64,468
9,628
-
-
(35,787)
39,147
38,309
The recoupment of costs carried forward is dependent on the successful development and/or commercial
exploitation or alternatively sale of the respective areas of interest. The Company assessed the value of its
exploration assets and impaired tenements that had expired or had agreement for sale were written down to reflect
their recoverable amount.
12.
TRADE AND OTHER PAYABLES
Current (Unsecured)
Trade creditors
Other creditors and accruals
Loan
2018
$
122,018
85,416
-
2017
$
76,950
64,370
544
207,434
141,864
Included within trade and other creditors and accruals is an amount of $nil (2017: nil) relating to exploration
expenditure.
13.
PROVISIONS
Current
Africa Tax Provisions
Employee entitlements
2018
$
2017
$
3,259
36,823
40,082
57
44,800
44,857
PacMoz tax provisions relate to deferred taxes in Mozambique and employee entitlements are a calculation of
leave owing to employees.
36
37
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2018
14.
CONTRIBUTED EQUITY
(a)
Ordinary Shares
2018
$
2017
$
699,736,078 (2017: 510,913,294) fully paid ordinary shares
19,279,596
18,134,486
(b)
Share Movements during the Year
Beginning of the financial year
510,913,294
18,134,486
318,016,038
16,806,473
2018
Number of
Shares
$
2017
Number of
Shares
$
New share issues during the year
Share issued from non-renounceable
rights issue
-
-
65,386,826
Placements during the year (i)
167,322,784
1,092,014
123,510,430
Broker options (ii)
Unissued shares (iii)
Shares issued to staff (iV)
Less costs of share issues
-
(52,350)
14,000,000
7,500,000
70,000
87,375
-
-
4,000,000
-
(51,929)
-
(50,552)
699,736,078
19,279,596
510,913,294
18,134,486
588,482
790,083
-
-
-
Notes:
(i)
In September 2017, 53,622,784 shares valued at $268,114 before costs, were issued as the 2nd tranche of a placement
approved by shareholders on the 8 August 2017. In December 2017 and January 2018 a placement of 70,000,000 shares
was made raising $490,000 before costs. In June 2018 a placement for 57,700,000 shares was made to raise $403,900
before costs.
(ii) As part of the December placement 15,000,000 broker options with an exercise price of $0.025 expiring on the
30 June 2020, were issued as part of the capital raising cost.
(iii) Included in the September 2017 placement were 14,000,000 unissued shares for a value of $70,000.
(iv) Vesting of 7,500,000 tranche 1 performance rights was made to Mr Carcenac on 16 March 2018.
(c)
Unlisted Options
During the year there were three tranches of free attaching unlisted options issued pursuant to share placements
made during the year (2017: nil). A further 15,000,000 options were issued to brokers and advisors as part of the
December 2017 placement. There were no other options issued to staff under the RBR Share Option Plan (refer
Note 16).
Issue date
Expiry date
Number of
options
Exercise
Price
Weighted
average
value cents
2018
Unquoted Placement Options (3
options for 4 shares)
Unquoted Placement Options (3
options for 4 shares)
15 Dec 2017
30 Jun 2018
45,000,000
$0.018
22 Jan 2018
30 Jun 2018
7,500,000
$0.018
Unquoted broker options
15 Dec 2017
30 Jun 2020
15,000,000
Unquoted placement options (1
option for 2 shares)
25 Jun 2018
31 Jul 2019
28,850,002
$0.025
$0.018
N/A
N/A
0.349
N/A
The assessed fair values of the 15,000,000 Broker Options were determined on a Black-Scholes model, taking into
account the exercise price, term of option, the share price at grant date and expected price volatility of the underlying
share, expected yield and the risk-free interest rate for the term of the option. The inputs to the model used were:
37
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2018
Grant Date
7 December 2017
Expiry Date
30 June 2020
Exercise
Price (Cents)
2.50
Volatility
Percentage (%)
130
Risk-free
rate (%)
1.93
Value (Cents)
for one Option
0.349
(d)
Performance Shares
An independent valuation was completed on performance rights granted during the year. Market based vesting
conditions were valued using a hybrid share option pricing model that simulates the share price of the Company as
at the test date using a Monte-Carlo model. For non-market based vesting conditions no discount was made to the
underlying valuation model.
Grant date
Expiry date
Number of
performance
rights
Weighted
average
value cents
2016
R Carcenac Class 2
27 Nov 2015
26 Nov 2019
7,500,000
0.35
Rights subject to performance criteria prior to 26 November 2019; the Company’s market capitalisation
averaging over a period of 30 consecutive trading days a daily average of not less than $8,000,000; and
consolidated gross income of the Company and its revenue exceeding $2,000,000; and Mr Carcenac
completing 24 months of continuous employment with the Company.
At the Annual General Meeting held on 28 November 2017, shareholders approved the variation to the
Performance Rights of Mr Carcenac, amending the expiry date of each tranche by one year. Mr Carcenac’s
Class 2 Performance Rights expiry date changed from 27 November 2018 to 27 November 2019. An
independent valuation was completed following changes to the expiry dates.
2015
PacMoz, Lda Purchase Performance
Shares Tranche B
(a) 500,000 gold ounce JORC compliant resource or equivalent mineral on a resource asset:
25 Mar 2015
24 Mar 2019
30,000,000
0.00
(i) owned by PacMoz as at the date of the issue of the Performance Shares; or
(ii) acquired by the Company in connection with the Company's analysis of the Mozambique IP made
available to the Company as at the date of issue of the Performance Shares; or
(b) combined turnover/gross income of the PacMoz Group in a 12-month period or fiscal period of at least
$2,000,000 based on the PacMoz accounts with the net profit after tax not less than 15% of the
turnover/gross income.
(e)
Terms and Conditions of Contributed Equity
Ordinary Shares
The Company is a public company limited by shares. The Company was incorporated in Perth, Western Australia.
The Company’s shares are limited whereby the liability of its members is limited to the amount (if any) unpaid on
the shares respectively held by them.
Ordinary shares have the right to receive dividends as declared and, in the event of the winding up of the Company,
to participate in the proceeds from the sale of all surplus assets in proportion to the number of shares held.
Ordinary shares which have no par value, entitle their holder to one vote, either in person or by proxy, at a meeting
of the Company.
The Company’s objectives when managing capital are to safeguard their ability to continue as a going concern, so
that they may continue to provide returns for shareholders and benefits for other stakeholders.
38
39
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2018
(f)
Capital Risk Management
Due to the nature of the Consolidated Entity’s activities, the Consolidated Entity does not have ready access to
credit facilities, with the primary source of funding being equity raisings. Therefore, the focus of the Consolidated
Entity’s capital risk management is the current working capital position against the requirements to meet the costs
of development of the group’s business units and corporate overheads. The Consolidated Entity’s strategy is to
ensure appropriate liquidity is maintained to meet anticipated operating requirements, with a view to initiating
appropriate capital raisings as required. The working capital position of the Consolidated Entity is as follows:
Cash and cash equivalents
Trade and other receivables
Other assets
Trade and other payables
Provisions
Working capital position
15.
RESERVES
Reserves
Share Option Reserve
Foreign Currency Translation Reserve
Total Reserves
As represented by:
Share Option Reserve
Balance at the beginning of the year
Unissued (issued) shares
Performance rights expensed in current year
Performance rights vested
Broker options issued
Balance at the end of the year
2018
$
341,920
205,464
15,932
2017
$
339,084
316,724
21,715
(207,434)
(141,864)
(40,082)
315,800
(44,857)
490,802
2018
$
2017
$
769,913
(95,432)
674,481
812,173
(47,097)
765,076
2018
$
2017
$
812,173
(70,000)
62,765
(87,375)
52,350
769,913
679,669
70,000
62,504
-
-
812,173
The share option reserve comprises any equity settled share based payment transactions.
Foreign Currency Translation Reserve
Balance at the beginning of the year
Loss on translation of foreign subsidiaries
Balance at the end of the year
2018
$
2017
$
(47,097)
(48,335)
(95,432)
(43,965)
(3,132)
(47,097)
The foreign currency translation reserve is used to record currency differences arising from the translation of
financial statements of foreign operations.
39
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2018
16. OPTION PLAN
The establishment of the RBR Group Limited Employee Securities Incentive Plan (“the Plan”) was approved by
special resolution at a General Meeting of Shareholders of the Consolidated Entity held on 28 November 2017. All
eligible Directors, Executive Officers, Employees and Consultants of RBR Group Limited who have been
continuously employed by the Consolidated Entity are eligible to participate in the Plan.
The Plan allows the Consolidated Entity to issue free securities to eligible persons. Listing Rule 7.2, exception 9(b)
provides an exception to Listing Rule 7.1 such that issues of Equity Securities under an employee incentive scheme
are exempt for a period of 3 years from the date on which shareholders approve the issue of Equity Securities under
the scheme as an exception to Listing Rule 7.1.
17.
RELATED PARTIES
Full remuneration details for Directors and Executives are included in the Directors report where the information
has been audited as indicated. During the current financial year, the transactions with Directors, included an entity
related to Ian Macpherson, which loaned the Company $10,000 on normal commercial terms (unsecured, interest
rate of 5%). The loans have been repaid from the proceeds of shares issued. There were no other transactions
with Directors or Executives in the current year (2017: Nil).
Movement in Shares
The aggregate numbers of shares and options of the Company held directly, indirectly or beneficially by Directors
and Executive Officers of the Consolidated Entity or their personally-related entity are as follows:
Ordinary Shares
Unlisted
Options
Opening
Purchases
Disposals
Closing
30 June
2017/2018
Mr I Macpherson
Mr R Carcenac (i)
Mr I Buchhorn (ii)
Mr D Fyfe
33,800,000
5,500,001
17,691,210
12,750,000
18,574,724
-
-
-
Mr P Graham-Clarke
10,687,964
5,747,600
Mr P Soh
2016/2017
Mr I Macpherson
Mr R Carcenac (i)
Mr I Buchhorn
-
-
23,327,987
10,472,013
10,086,210
7,605,000
18,574,724
-
Mr P Graham-Clarke
5,132,408
5,555,556
Mr P Soh
Mr R Middlemas (ii)
-
3,256,268
-
-
Notes:
(i) Purchase includes addition of a related party shareholding.
(ii) Deemed disposal when left the Board or Company.
-
-
39,300,001
30,441,210
(18,574,724)
-
-
-
-
-
-
-
-
(3,256,268)
-
-
16,435,564
-
33,800,000
17,691,210
18,574,724
10,687,964
-
-
-
-
-
-
-
-
-
-
-
-
-
-
40
41
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2018
18.
EXPENDITURE COMMITMENTS
(a)
Exploration
The Consolidated Entity has certain obligations to perform minimum exploration work on mineral leases held. These
obligations may vary over time, depending on the Consolidated Entity’s exploration programs and priorities. As at
balance date, total exploration expenditure commitments on tenements held by the Consolidated Entity have not
been provided for in the financial statements and those which cover the following twelve-month period amount to
$Nil (2017: $70,000). These obligations are also subject to variations by farm-out arrangements or sale of the
relevant tenements.
(b)
Operating Lease Commitments
The Consolidated Entity has entered into commercial leases for office premises in Mozambique and Australia. The
Mozambique lease has a three-year term commencing March 2016. The Australian lease has a term until
December 2019.
Within one year
After one year but not more than five years
2018
$
77,751
27,039
104,790
2017
$
88,957
104,790
193,747
(c)
Capital Commitments
The Consolidated Entity had no capital commitments at 30 June 2018 (2017: $Nil).
19.
SEGMENT INFORMATION
The Consolidated Entity has operated the business in two distinct regions, Asia-Pacific and Africa since the
purchase of PacMoz in March 2015. The operating segments are recognised according to geographical location,
with each segment representing a strategic business unit. As the chief operating decision makers, the Directors
and Executive Management team monitor the operating results of business units separately, for the purposes of
making decisions about resource allocation and performance assessment.
Year ended 30/6/2018
Revenue
Asia-Pacific
$
121,804
Africa
$
363,376
Total
$
485,180
Operating Profit (Loss) before tax
(1,032,479)
(390,407)
(1,422,887)
Income Tax
(359)
(218)
(577)
Net Profit (Loss) after tax
(1,032,838)
(390,626)
(1,423,464)
Segment Assets
Segment Liabilities
Year ended 30/6/2017
Revenue
452,090
121,994
334,528
125,522
786,618
247,516
Asia-Pacific
$
299,411
Africa
$
1,009,674
Total
$
1,309,085
Operating Profit (Loss) before tax
(848,234)
(193,207)
(1,041,441)
Income Tax
Net Profit (Loss) after tax
Segment Assets
Segment Liabilities
-
(36,590)
(36,590)
(848,234)
1,139,180
180,870
(229,797)
(1,078,031)
125,572
283,389
1,264,752
464,259
41
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2018
20.
EARNINGS/ (LOSS) PER SHARE
The following reflects the loss and share data used in the calculations of basic and diluted earnings/(loss) per share:
Earnings/(loss) used in calculating basic and diluted earnings/ (loss) per
share
(1,413,820)
(1,066,062)
2018
$
2017
$
Weighted average number of ordinary shares used in calculating basic
earnings/(loss) per share:
Effect of dilutive securities-share options
593,960,476
414,571,619
-
-
Adjusted weighted average number of ordinary shares used in calculating
diluted earnings/(loss) per share
593,960,476
414,571,619
Basic and diluted loss per share (cents per share)
(0.24)
(0.26)
Non-dilutive securities
As at balance date, 28,850,000 unlisted options (30 June 2017: Nil) which represent potential ordinary shares were
not dilutive as they would decrease the loss per share.
21.
NOTES TO THE STATEMENT OF CASH FLOWS
(a)
Cash and Cash Equivalents
Cash at the end of the financial year as shown in the statement of cash flows is reconciled to the related items in
the balance sheet as follows:
Cash on hand
Cash at bank
Deposits at call
2018
$
2017
$
264
325,051
16,605
341,920
571
321,908
16,605
339,084
42
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2018
(b)
Reconciliation of the loss from ordinary activities after income tax to the net cash flows used in
operating activities
43
Loss from ordinary activities after income tax
Non-cash items:
Depreciation
Exploration written-off
Share-based payments expense
Goodwill impairment
Exchange movement
Change in operating assets and liabilities:
Decrease (Increase) in prepayments
Decrease (Increase) in receivables
Increase (Decrease) in trade creditors and accruals
Increase in employee entitlements
2018
$
2017
$
(1,423,464)
(1,078,031)
19,024
(3,493)
62,765
150,000
(8,599)
29,746
35,787
62,504
124,618
(19,151)
5,783
(6,620)
111,261
(174,454)
66,114
(4,775)
(58,313)
442
Net cash outflows used in operating activities
(1,025,384)
(1,083,472)
(c)
Stand-By Credit Facilities
As at 30 June 2018 the Consolidated Entity has a business credit card facility available totaling $20,000 of which
$82 (2017: $Nil) was utilised.
43
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2018
22. FINANCIAL INSTRUMENTS
The Consolidated Entity's activities expose it to a variety of financial risks and market risks. The Consolidated
Entity's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise
potential adverse effects on the financial performance of the Consolidated Entity.
(a)
Interest Rate Risk
The Consolidated Entity’s exposure to interest rate risk, which is the risk that a financial instrument’s value will
fluctuate as a result of changes in market, interest rates and the effective weighted average interest rates on those
financial assets, is as follows:
Note Weighted
Average
Effective
Interest
%
Funds
Available at a
Floating
Interest Rate
$
Fixed
Interest Rate
$
Assets/
(Liabilities)
Non-Interest
Bearing
$
Total
$
2018
Financial assets
Cash and cash equivalents
21(a)
0.6%
325,051
16,605
264
341,920
2017
Financial assets
Cash and cash equivalents
21(a)
0.6%
321,908
16,605
571
339,084
(b)
Foreign currency exchange risk
The Consolidated Entity undertakes certain transactions denominated in foreign currencies, hence exposures to
exchange rate fluctuations arise. The carrying amount of the Consolidated Entity’s foreign currency denominated
monetary assets and monetary liabilities at the reporting date is as follows:
Assets – Mozambique Metical
Liabilities – Mozambique Metical
Assets – Guinean Franc
Liabilities – Guinean Franc
Foreign currency sensitivity analysis
2018
$
229,065
2017
$
282,591
157,432
98,720
6,296
-
-
-
The Consolidated Entity is exposed to Mozambique Metical (MZN) and Guinea Franc (GNF) currency fluctuations.
The following table details the Consolidated Entity’s sensitivity to a 10% increase and decrease in the Australian
Dollar (AUD) against the relevant currencies. 10% is the sensitivity rate used when reporting foreign currency risk
internally to key management personnel and represents management’s assessment of the possible change in
foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary
items and adjusts their translation at the period end for a 10% change in foreign currency rates.
The sensitivity analysis includes cash balances held in MZN/GNF and trade creditors and other payables held in
MZN/GNF. A positive number indicates an increase in profit and other equity where the AUD weakens against the
relevant currency. For a strengthening Australian Dollar against the relevant currency there would be an equal and
opposite impact on the profit and other equity and the balances would be negative.
AUD strengthens against MZN
44
2018
$
Profit /(Loss)
2017
$
Profit /(Loss)
(7,984)
(18,387)
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2018
45
AUD weakens against MZN
AUD strengthens against GNF
AUD weakens against GNF
(c)
Credit Risk
2018
$
7,984
(630)
630
2017
$
18,387
-
-
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date, is the
carrying amount, net of any provisions for doubtful debts, as disclosed in the balance sheet and in the notes to the
financial statements.
The Consolidated Entity does not have any material credit risk exposure to any single debtor or group of debtors,
under financial instruments entered into by it. As at the end of the year the Consolidated Entity had trade receivables
of $199,654 (2017: $295,539) as detailed in Note 6. Included in the trade receivables of $200,471 at 30 June 2018,
$164,079 were due in less than 6 months, $17,682 were due between 6-12 months and $17,893 were due between
1-5 years.
(d)
Liquidity Risk
The liquidity position of the Consolidated Entity is managed to ensure sufficient liquid funds are available to meet
financial obligations as they fall due. The contractual maturities of the financial liabilities referred to in Note 12 at
the reporting date are less than 12 months.
(e)
Net Fair Values
For assets and other liabilities, the net fair value approximates their carrying value. No financial assets and financial
liabilities are readily traded on organised markets in standardised form. The Consolidated Entity has no financial
assets where the carrying amount exceeds net fair values at balance date.
The aggregate net fair values and carrying amounts of financial assets and financial liabilities are disclosed in the
statement of financial position and in the notes to the financial statements.
23.
EMPLOYEE ENTITLEMENTS AND SUPERANNUATION COMMITMENTS
Employee Entitlements
The aggregate employee entitlement liability is disclosed in Note 13.
Directors, Officers, Employees and Other Permitted Persons Option Plan
Details of the Consolidated Entity’s Directors, Officers, Employees and Other Permitted Persons Option Plan are
disclosed in Note 17.
Superannuation Commitments
The Consolidated Entity contributes to individual employee accumulation superannuation plans at the statutory rate
of the employees’ wages and salaries, in accordance with statutory requirements, to provide benefits to employees
on retirement, death or disability.
Accordingly, no actuarial assessments of the plans are required.
Funds are available for the purposes of the plans to satisfy all benefits that would have been vested under the plans
in the event of:
termination of the plans;
voluntary termination by all employees of their employment; and
compulsory termination by the employer of the employment of each employee.
During the year employer contributions (including salary sacrifice amounts) to superannuation plans totaled $38,851
(2017: $38,439).
45
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2018
24.
CONTINGENT LIABILITIES
There were no material contingent liabilities not provided for in the financial statements of the Consolidated Entity
as at 30 June 2018 other than:
Native Title and Aboriginal Heritage
Native title claims have been made with respect to areas which include tenements in which the Consolidated Entity
has an interest. The Consolidated Entity is unable to determine the prospects for success or otherwise of the claims
and, in any event, whether or not and to what extent the claims may significantly affect the Consolidated Entity or
its projects. Agreement is being or has been reached with various native title claimants in relation to Aboriginal
Heritage issues regarding certain areas in which the Consolidated Entity has an interest.
PacMoz loans from Vendors
As part of the purchase of a 60% interest in PacMoz Lda, an amount of $200,000 of vendor loans which were
created against internally generated goodwill were reversed on consolidation. The Vendors of PacMoz have agreed
in the purchase agreement to write-off the loans upon completion of the transaction including the exercise of the
option to purchase the balance of 40% of PacMoz and the conversion of the Performance Shares by the end of two
years. The loans will not be called in PacMoz during this time and no interest is payable. In the event that the
option is not exercised the board believes that it will be due to the expected growth of PacMoz not being achieved
and in this event, it is unlikely that the investment in PacMoz will be maintained, and the Consolidated Entity will
never be liable for the loans.
PacMoz Minority Acquisition
During the year, the Company acquired the 40% minority stake in PacMoz from the PacMoz Director and General
Manager Ms Hanlie Lloyd. The purchase consideration for the acquisition included a contingent liability for the issue
of 5,000,000 shares subject to Ms Lloyd successfully completing the re-organisation of the entity over the
subsequent twelve month period. As at the date of this report no shares had been issued to Ms Lloyd.
25.
EVENTS SUBSEQUENT TO THE REPORTING DATE
There has not arisen since the end of the financial year any item, transaction or event of a material and unusual
nature likely, in the opinion of the Directors of the Consolidated Entity to affect substantially the operations of the
Consolidated Entity, the results of those operations or the state of affairs of the Consolidated Entity in subsequent
financial years except for the following:
On 23 July 2018, the Company announced that it had expanded its network of potential Mozambican job seekers
by more than 100,000 people through database agreements with local companies.
46
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2018
47
26.
PARENT COMPANY
(a)
Financial Position
As at 30 June 2018
Assets
Total current assets
Total non-current assets
Total Assets
Liabilities
Total current liabilities
Total Liabilities
Net Assets
Equity
Contributed equity
Reserves
Accumulated losses
Total Equity
Loss for the year
Other comprehensive income
Total comprehensive loss for the year
(b)
Guarantees entered into
2018
$
2017
$
756,275
503,350
582,247
500,371
1,259,625
1,082,618
111,994
111,994
1,147,631
180,870
180,870
901,748
19,279,952
18,134,843
769,913
742,173
(18,902,234)
(17,975,268)
1,147,631
901,748
(926,966)
(904,796)
-
-
(926,966)
(904,796)
RBR Group Limited has not entered into a deed of cross guarantee with its wholly-owned subsidiary.
(c)
Contingent liabilities
RBR Group Limited had no contingent liabilities at 30 June 2018 (2017: Nil).
(d)
Capital commitments
RBR Group Limited’s capital commitments are disclosed in Note 18.
47
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2018
27.
INTERESTS IN JOINT VENTURES
RBR has the following Joint Venture Interest:
Peters Dam Joint Venture (Silver Lake Resources Limited (“Silver Lake”) 69%, RBR diluting)
The Peters Dam Joint Venture comprises approximately 20km2 of RBR tenements in the southern Yindarlgooda
project. Silver Lake has earned an initial 51% by spending $1.5 million. Silver Lake manages the joint venture and
is currently sole funding it with RBR being diluted. RBR can elect to contribute to the exploration program at six
monthly intervals (one-off right) to maintain its interest.
Yindarlgooda Farm-in Agreement (Newmont Exploration Pty Ltd (“Newmont”) 0%, RBR 100%)
The Yindarlgooda Project covers a 28km strike length of gold prospective stratigraphy between the Mt Monger-
Bulong (15km north) and Gindalbie (4km south) gold mining centres, and is just 600mfrom the Penny’s Find Gold
Project currently in development.
The Term Sheet sets out the basic terms of the FJV Agreement as follows:
• Newmont must contribute expenditure of AU$75,000 in the first twelve (12) months from the execution of the
FJV Agreement (Minimum Expenditure).
• Within a year of the Minimum Expenditure being met, Newmont can elect to earn a 51% interest upon additional
Expenditure of AU$925,000 by the second anniversary date of the execution of the FJV Agreement (“Phase 1
Earn-in”).
• On and from the date Newmont has completed the Phase 1 Earn-In (“JV Commencement Date”), Newmont and
RBR will be associated in a joint venture for the exploration and evaluation and, if warranted, development and
exploitation of the Joint Venture Assets and all minerals within the Joint Venture Assets to which the Joint
Venture Assets extend.
• Newmont can then elect to commit to spending an additional AU$1.0 million over a further two years to earn
75% equity in the project (Phase 2 Earn-in).
• Once Newmont has met the Phase 2 Earn In - RBR has the election to contribute to the Tenement expenditure
at its respective interest, or dilute using an industry standard dilution formula.
48
In the opinion of the Directors of RBR Group Limited (“the Consolidated Entity”):
DIRECTORS’ DECLARATION
(a)
the financial statements and notes, set out on pages 11 to 38, are in accordance with the Corporations Act 2001,
including:
(i)
(ii)
complying with Accounting Standards in Australia and the Corporations Regulations 2001 and other
mandatory professional reporting requirements; and
giving a true and fair view of the financial position of the Consolidated Entity as at 30 June 2018 and of its
performance, as represented by the results of its operations, for the financial year ended on that date.
(b)
there are reasonable grounds to believe that RBR Group Limited will be able to pay its debts as and when they
become due and payable.
The Directors have been given the declarations required by section 295A of the Corporations Act 2001 from the Managing
Director and the Company Secretary for the financial year ended 30 June 2018.
This declaration is made in accordance with a resolution of the Directors.
Signed at Perth this 31st day of August 2018.
Ian Macpherson
Executive Chairman
49
INDEPENDENT AUDITOR’S REPORT
50
INDEPENDENT AUDITOR’S REPORT (Continued)
51
INDEPENDENT AUDITOR’S REPORT (Continued)
52
INDEPENDENT AUDITOR’S REPORT (Continued)
53
INDEPENDENT AUDITOR’S REPORT (Continued)
54
ASX ADDITIONAL INFORMATION
Pursuant to the Listing Requirements of the Australian Stock Exchange Limited, the shareholder information set out below
was applicable as at 19 October 2018.
A. Voting Rights
In accordance with the Company’s Constitution, voting rights in respect of ordinary shares are on a show of hands whereby
each member present in person or by proxy shall have one vote and upon a poll each share shall have one vote.
B. Distribution of Equity Securities
Analysis of numbers of shareholders by size of holding:
Distribution
1 – 1000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
Totals
The number of equity security holders holding less than a marketable
parcel (based on a 1.0 cents price) of securities are:
C. Twenty Largest Shareholders
The names of the twenty largest holders of quoted shares are listed below:
Shareholder Name
Athol Emerton
Gurravembi Investments Pty
Citicorp Nominees Pty Ltd
Fats Pty Ltd (Macib S/F A/C)
Perth Capital Pty Ltd
Linvana Thomson
BT Portfolio Services Ltd (Warrell Holdings S/F)
Richard A E Carcenac (Carcenac Fam A/C)
Fats Pty Ltd (Macib Fam A/C)
Ragged Holdings Pty Ltd (Jon Young Fam Fund)
Nicholas Barr
Harold Cripps Holdings Pty Ltd
Paul Graham-Clarke
Richard A E Carcenac (Carcenac S/F A/C)
J P Morgan Nominees Australia
Paul Horsfall
HSBC Custody Nominees Australia Ltd
Margot L Brandenburg
Anthony Violi
Gattenside Pty Ltd (HCH 1987 S/F A/C)
Number of
Holders
Number of
Shares
109
68
45
321
302
845
389
21,930
151,466
339,203
15,764,197
683,459,282
699,736,078
5,087,232
Issued Ordinary Shares
Number of
Holders
86,872,545
28,000,000
22,928,509
21,437,316
20,000,000
18,330,000
16,436,192
15,810,000
15,333,334
13,000,000
12,196,112
11,500,000
10,553,156
10,350,000
9,753,971
9,625,184
8,563,228
8,126,000
7,108,000
6,510,416
352,433,963
Percentage of
Ordinary Shares
12.42%
4.00%
3.28%
3.06%
2.86%
2.62%
2.35%
2.26%
2.19%
1.86%
1.74%
1.64%
1.51%
1.48%
1.39%
1.38%
1.22%
1.16%
1.02%
0.93%
50.37%
55
ASX ADDITIONAL INFORMATION (Continued)
D. Substantial Shareholders
An extract of the Company’s Register of Substantial Shareholders (who holds 5% or more of the issued capital) is set out
below:
Shareholder Name
A Emerton & Associates
I Macpherson & Associates
Colin Ikin
Perth Cap PL
E. Unquoted Options
Shareholder Name
Performance Rights
PacMoz, Lda Purchase Performance Shares Tranche B 1
R Carcenac Class 2 2
Options
Options exercisable at $0.025 each on or before 30 June 2020
Options exercisable at $0.018 each on or before 31 July 2019
Issued Ordinary Shares
Number of
Holders
85,842,268
38,800,001
21,000,000
20,000,000
Percentage of
Ordinary Shares
11.41%
6.87%
3.72%
3.54%
Number of
Holders
Number of
Securities
1
1
5
20
30,000,000
7,500,000
15,000,000
28,850,002
Notes:
(1) Performance Shares; or acquired by the Company in connection with the Company's analysis of the Mozambique IP
made available to the Company as at the date of issue of the Performance Shares; or combined turnover/gross
income of the PacMoz Group in a 12 month period or fiscal period of at least $2,000,000 based on the PacMoz
accounts
(2) Rights subject to performance criteria prior to 27 November 2019; the Company’s market capitalisation averaging
over a period of 30 consecutive trading days a daily average of not less than $8,000,000; consolidated gross income
of the Company and its revenue exceeding $2,000,000; and Mr Carcenac completing 24 months of continuous
employment with the Company.
F. Schedule of Interests in Mining Tenements 1
Sub-Project
Tenement ID
Equity %
Date Granted
YINDARLGOODA PROJECT
Peter Dam JV
Peter Dam JV
Peter Dam JV
Peter Dam JV
Peter Dam JV
Peter Dam JV
Yarri East JV
Yarri East JV
Yarri East JV
Yarri East JV
Peter Dam JV
E25/00434
E26/00153
E26/00154
P26/03819
P26/03820
P26/03821
E27/00431
E27/00449
E27/00600
E27/00456
E25/00434
29
29
29
29
29
29
100
100
100
100
29
22-Nov-2010
6-May-2011
6-May-2011
15-Jun-2011
15-Jun-2011
15-Jun-2011
11-Oct-2017
12-Sep-2012
Pending
Pending
22-Nov-2010
Note:
(1) As announced on the 30 October 2017, the Company transitioned from a ‘mining exploration entity’ to a standard
industrial listing effective from the 30 September 2017. Due to this change in status future Annual Reports will no
longer report the Company’s interests in mining tenements as previously required under listing rule 5.20.
56
Page le blank inten onally
Level 2, 33 Colin Street, West Perth, Western Australia, 6005
Po Box 534, West Perth, Western Australia, 6872
Telephone: +61 8 9214 7500
Facsimile: +61 8 9214 7575
www.rbrgroup.com.au