ANNUAL REPORT 2020
ABN 38 115 857 988
CORPORATE DIRECTORY
Directors
Ian Macpherson
Executive Chairman
Richard Carcenac
Chief Executive Officer & Executive Director
Athol Emerton
Non-Executive Director
Paul Graham-Clarke
Non-Executive Director
Paul Horsfall
Non-Executive Director
Company
Secretary
Jessamyn Lyons
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
Share
Registry
Butler Settineri (Audit) Pty Limited
Unit 16, 1st Floor
100 Railway Road
Subiaco
Western Australia 6008
Automic Group
Level 2
267 St Georges Terrace
Perth
Western Australia 6000
Telephone: 1300 288 664
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
1
3
9
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
48
49
53
CHAIRMAN’S LETTER
Dear Shareholder,
The past financial year has been a significant rollercoaster for your Company. After initially making steady
progress in the first half of the financial year with our labour hire and training strategy, we encountered strong
headwinds due to the consequences of COVID-19 resulting in significant operational and logistical
impediments to our business through the period to 30 June, before regaining momentum in the period to the
date of this Report.
While our preparations to supply a range of labour-related services to Mozambique’s emerging LNG industry
have undoubtedly advanced, there was no escaping the fallout of COVID-19 notwithstanding the multi-national
companies operating these LNG projects confirming they are pressing ahead with their development strategies
and maintaining their construction timelines.
Shortly before the emergence of COVID-19, your Company took a pivotal step in its strategy by securing a
strategic sublease to the established Wentworth camp site in Palma. This will enable RBR to scale-up
operations and train workers for nearby LNG construction jobs.
The camp is located less than 10km from the Mozambique LNG construction site, less than 1km from both the
Palma airport and Palma marina and across the road from the well-known Amarula hotel, which is a popular
venue for visiting expatriates.
After securing the Wentworth camp sublease, the Company won its first major contract to train workers for the
LNG construction projects. The contract comprised a grant funded by UKaid to provide training services to
Mozambican youth to prepare them for the work.
This contract was part of the UK Department for International Development (DFID) Skills for Employment (S4E)
Programme, known locally as JOBA. Unfortunately, the impact of COVID-19 on the UK economy has since
resulted in this contract being wound back and effectively closed out with the financial payments due currently
being finalised. The Company expects remittance of those final funds in the coming month.
However, despite COVID-19 and the subsequent declaration of a State of Emergency, your Company’s
strategy remains as valid and as promising as ever.
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.
As part of this workforce strategy, RBR’s local training subsidiary, Futuro Skills Mozambique (FSM) started
work in August 2019 with the Catalisa Youth Training Program, which is an initiative of the Total-led
Mozambique LNG Project (Moz LNG), as further referenced in attached letter from CEO Richard Carcenac.
Mozambique has now emerged from the lockdown and petroleum giant Total, which operates the most-
advanced of the planned onshore LNG projects, has renewed its commitment to its construction timetable.
The end result is that Mozambique remains poised to host one of the biggest construction sites in the world,
requiring tens of thousands of workers on site and many, many more needed to build surrounding
infrastructure.
The Wentworth site is now operational, our facilities are in place, we have secured the core of our training
team and we have already trained more than 100 local Mozambicans in basic health and safety, and
construction skills.
At the time of writing, the EPC contractor for the Total-led project had accelerated the release of requests for
expressions of interest and tenders.
Subsequent to the end of the financial year, our balance sheet was significantly enhanced by the combination
of a $811,655 capital raising and extinguishing $904,513 in short-term debt via conversion of outstanding
Convertible Notes.
1
CHAIRMAN’S LETTER (Continued)
It has unquestionably been a rocky year on several fronts. But your Directors believe strongly that our strategy
to build a robust skills training and labour services business is back on track. Alliances that we have
established are bearing fruit as our partners formalise their LNG project-related contracts.
Whilst establishing a sustainable presence in Mozambique remains our priority; looking forward we must
broaden our view. We will seek to replicate our business strategy in other geographic locations such as Guinea,
West Africa where we established a presence and an alliance some time ago. Ideally, given our Head Office
and company registration in Western Australia and the listing on ASX we will also identify and secure a viable
business opportunity here.
While we live in an uncertain world with a pandemic afoot and a host of other economic and geo-political issues
emerging, I believe our Company can look forward with greater confidence to the new financial year.
In closing I would like to give particular mention to our staff and contractors in Mozambique who have managed
to keep our business moving forward under extraordinary pressures this past year.
I would also extend my gratitude to all our staff and suppliers and look forward to reporting more positive news
to you our Shareholders in the coming weeks and months.
Ian Macpherson
2
LETTER FROM THE CEO
Dear Shareholder,
As Chief Executive of your Company, I am pleased to report to you on the 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 enhancing the capabilities which will enable us to deliver our
vision – “To be the leading provider of local and expatriate staffing solutions to the Mozambique LNG
construction boom. We will recruit, train and supply skilled, fit-for-work staff to our clients every day”.
We also made the strategic decision to physically relocate the company’s operating assets and many of our
team members to the town of Palma, Cabo Delgado, near to our target clients.
RBR continued to build on its client base across all its target service sectors and prepare for the labour-
intensive local contracts to be issued in relation to the planned LNG projects in Mozambique. The Company
plans to capitalise on this huge future LNG opportunity by providing a comprehensive, integrated solution to
the challenge of employing suitably skilled local workers. In this regard, RBR’s commercial services span the
identification and recruitment of prospective workers against specific priorities and criteria, assessing their
existing skills (recognition of prior learning) against industry standards, training them both on and off the job
until they are deemed competent, and managing their employment and placement with client companies.
As part of our preparations for the LNG construction boom in Mozambique, RBR’s key focus during this
reporting period was on:
• Enhancing our capacity in and around the LNG projects’ construction site in northern Mozambique,
specifically in the city and district of Palma within which the onshore LNG construction site is located. This
included opening a temporary/interim training centre in Palma in August 2019 to commence activities and
demonstrate our intent and capabilities to the target industry, while securing a rental lease on a key
operations base and training facility nearby. This new base, the “Wentworth camp”, used to be an office
and accommodation facility operated by Anadarko Petroleum, so it is well-appointed and built to oil and
gas industry standards;
• Completing the training contracts at our Matola facility in the capital, Maputo, before transitioning activities
and relocating staff and equipment to Palma;
• Securing new strategic contracts to deliver services clearly aligned with the LNG projects and its supporting
industries, as well as partnerships/alliances with groups that would provide RBR with some competitive
advantage or differentiation in our sector;
• Generally raising RBR’s profile in Mozambique and with the investor community.
The Key Events during the Reporting Period
The first half of the financial year saw two significant events take place in the Mozambique LNG industry. The
first was the completion by French oil group Total of its acquisition of Anadarko Petroleum’s 26.5 per cent
stake in the c.US$23 billion, 12.88 Mtpa Mozambique LNG Project.
The second significant event was the Government of Mozambique and the ExxonMobil-led consortium behind
the Mozambique Rovuma Venture (MRV) announcing on 8 October 2019 an Initial Investment Decision for
the US$33 billion, 15.2 Mtpa LNG project. The Initial Investment Decision paves the way for Exxon and its
partners to invest more than US$500 million in the initial construction phase of Rovuma. These two onshore
projects mean that Mozambique is poised to host one of the biggest construction sites in the world, requiring
tens of thousands of workers on site with the number growing as the surrounding infrastructure and
municipality develops in line with the LNG projects.
ExxonMobil subsequently postponed its final investment decision (FID) for the project in March 2020, as the
COVID-19 pandemic and an oil price slump forced firms to delay projects and curtail spending. They are still
committed to contributing to the development costs of the onshore infrastructure to be shared by their and
Total’s LNG projects, and it is widely reported that the FID of the MRV LNG project has been postponed to,
in principle, 2021. However, Total and its partners developing the Mozambique LNG Project have reconfirmed
that their project remains on track for completion and first gas delivery in 2024.
Given RBR’s ultimate business model is the training and subsequent supply of local workers to its target
clients, a very significant development for the Company was the release of a “National Content Guidelines”
document by the Mozambique LNG Project’s engineering, procurement and construction (EPC) contractor.
3
LETTER FROM THE CEO (Continued)
This document advises subcontractors that 100% of their unskilled and semi-skilled workforce must be
Mozambican and recruited against geographical preferences/priorities.
RBR is already establishing a pool of semi-skilled local workers in Palma, sourced from the immediate
stakeholder communities of these massive LNG Projects, who can be placed with prospective employers.
RBR’s graduate workforce therefore aligns completely with the requirement set out by Total’s EPC contractor,
which places RBR in a prime position to be the local labour supplier of choice to one of the largest construction
projects in the world.
Being able to deliver the above outcome at the right time, to the required scale, and in the correct location is
critical to the success of RBR’s goals in Mozambique. To this end, the Company has been focused on
developing and refurbishing the Wentworth camp in Palma (which is in the correct location) to the standard
that will enable RBR to operate at the right scale. Concurrently, the Company has been hiring high calibre
Mozambican trainers and administrators, and relocating them to Wentworth, so that the workforce
development activities can commence as soon as possible in the 2021 financial year – the current restrictions
in place as a result of the COVID-19 pandemic have made it impossible to do this faster.
The COVID-19 pandemic has, of course, had a detrimental impact on RBR as it has on almost all economic
activity across most sectors. RBR advises that as a training and labour hire company, people are its key
asset and therefore the health, safety and wellbeing of its staff, students and contractors is its number one
priority. In line with this, RBR and its subsidiaries are implementing the requirements and recommendations
of the Mozambican and Australian authorities in respect to managing the COVID-19 issue. As of 31 July 2020,
the official figure for confirmed cases in Mozambique stood at 1,808 total cases, of which 1,159 were active
infections, 638 recovered and 11 deaths.
Actions Taken by RBR
The Wentworth facility in the Mozambican town of Palma was established in the early 2000s as a petroleum
exploration camp and was built to oil and gas industry standards at the time. The site is approximately 11
acres (c.44,000m2) in size, is connected to the national power grid, and provided (at its peak) accommodation,
office space, medical and recreational facilities, catering and support infrastructure for over 100 people.
RBR has completed phase 1 of the upgrade of its Wentworth camp operations base. Essential services (power
and water supply, and sewerage disposal) have been installed and staff have relocated to the facility. To
date, the Company has refurbished six accommodation units for staff and largely completed the refurbishment
of the offices, ablution facilities (as well as additional hygiene stations) and the training centre, and security
has been upgraded. An order for a significantly improved internet connection has been placed and is awaiting
installation by the provider.
Above: Further development of Wentworth Camp (Concept)
Training Centre
4
LETTER FROM THE CEO (Continued)
Above: Photos from the Wentworth Camp – July 2020
Contracts
Early in the financial year, RBR’s Futuro Skills (FSM) secured further training work in Matola from the NGO
Swisscontact, which is funding the training of employees of small construction businesses in the Maputo
region. To date, Futuro Skills has trained around 400 candidates for Swisscontact.
The contract with South32’s Mozal continued until RBR vacated the Matola training centre at the end of 2019.
The interim training centre in Palma commenced the training of Mozambican citizens from the local
stakeholder communities in August 2019, with the aim of creating employment opportunities in semi-skilled
and skilled roles. Many of the candidates in the training programs to date have been sourced from the Catalisa
Youth Training Program, which is an initiative of the Total-led Mozambique LNG Project (Moz LNG). FSM and
Catalisa are working together to create an integrated personal development pathway for the Catalisa
graduates. FSM is enrolling Catalisa graduates in its Mozambique Construction Green Card training program
which will, upon successful completion, earn them a qualification that meets the health and safety needs of
multiple industries, including oil and gas, mining and construction. To date, about 100 young Palma residents
have completed this training.
In the third quarter FSM secured a key contract, called the Construction Skills Internship Program (CSIP),
comprising a grant funded by UKaid to provide internationally-accredited training services to Mozambican
youth to prepare them for work on the LNG construction projects. This grant was part of the UK Department
for International Development (DFID) Skills for Employment (S4E) Programme, known locally as JOBA. The
JOBA Programme committed up to £582,000 (~A$1.16m) to this training initiative. RBR, in turn, committed
capital in preparation for the program in the form of staff, systems, licenses, registrations (ECITB) and
equipment and committed to invest further funds in accordance with the co-funding structure of the JOBA
grant. This co-investment structure aims to ensure that JOBA-related initiatives have capacity well beyond the
initial contract, that they are sustainable and are aligned to the expectations of the LNG construction industry.
Delivered through a mix of theoretical and practical training, as well as relevant work-experience, the CSIP
would earn successful graduates internationally-accredited qualifications from the UK’s Engineering
Construction Industry Training Board (ECITB), or equivalent, in health and safety and a technical trade at the
semi-skilled level (Level 2). The program would also see RBR establish a pool of semi-skilled local workers,
sourced from the immediate stakeholder communities of these massive LNG Projects, who can be placed
with prospective employers and demonstrate to industry that Mozambique can offer a genuine alternative to
expatriate workers in the semi-skilled technical trades.
5
LETTER FROM THE CEO (Continued)
In addition to the preparations on site, the Company completed significant preparatory activities in accordance
with the approved JOBA project plan – much of this activity was related to development of course content,
staff
infrastructure and other
professional/personnel time, as well as direct expenditure on equipment, licenses, insurances and physical
facilities.
training, operational and
implementation, support
IT systems
The program was scheduled to start in May 2020. Due to a combination of the COVID-19 pandemic and other
local logistical issues in the region, the start date for the actual training activities was repeatedly postponed
by JOBA. However, a portion of the contract entailed significant upgrades to the training centre in Palma and
other preparatory activities, and these activities proceeded to plan.
In August 2020, the Company was advised that the UK Government is reviewing its worldwide “Official
Development Assistance (ODA)” budget, which is the aid funding budget. ODA is directly based on Gross
National Income (GNI) which has contracted as a result of the COVID-19 pandemic. This in turn has resulted
in DFID seeking cost savings of GBP2.9 billion across their global aid portfolio. RBR’s CSIP Contract amounts
to less than 0.02% of the targeted reduction.
RBR was subsequently advised that the JOBA Programme, in its entirety, was being closed and all further
spending against JOBA contracts was to be stopped. The Company and JOBA have been undertaking a
process to reconcile expenditures to date and identify unavoidable expenditure directly linked to the contract,
for reimbursement by JOBA. This process is still underway and RBR’s assessment is that the expenditures
reimbursable by JOBA amount to $150,000 to $200,000.
RBR and Kuiper International signed a Memorandum of Understanding (“MoU”) in October 2018, the aim of
which is to support one another when offering skilled labour to the Mozambique LNG projects and related
industries. ENI, which is developing the c.US$9 billion Coral South Floating LNG project in Area 4 of
Mozambique’s Rovuma Basin, appointed TechnipFMC to execute the project. In April 2020, TechnipFMC
issued a tender for the supply of qualified rigging and rope access teams, with operations planned to start in
early 2021. Kuiper’s successful tender identified RBR’s Futuro Skills as the provider of local training and
verification of competency services. The scale of the services provided by Futuro Skills has yet to be
developed and this detail is expected to be known in the coming months.
The scope of the opportunity with Kuiper may extend into the maritime/offshore sector. RBR signed an MoU
to co-operate with Mozambique maritime training specialist Regional Offshore Training Centre (“ROTC”),
which should enable RBR to include the maritime sector in its portfolio of training and staffing services. The
Mozambique maritime support industry with its construction vessels, tugs, barges and other support craft, is
expected to be significant. Mozambique is essentially a maritime nation due to its extended coastline and the
ROTC MoU creates opportunities for the local population to formalise their traditional maritime skills. Demand
for these services is also expected from early 2021.
Corporate and Financial Position
As at 30 June 2020 the Consolidated Entity had cash reserves of $493,963 (2019: $412,821). The net loss
for the year was $1,889,675 (2019: $1,513,571).
It is noted that there has been an unprecedented change in the state of affairs in Australia and the world given
the recent COVID-19 pandemic. In line with many companies around Australia and the world, the Board has
agreed to suspend the payment of 20% of Executive Directors’ salaries and consulting fees, and all Non-
Executive Directors’ fees effective from 30 April 2020.
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.
6
LETTER FROM THE CEO (Continued)
Arrangements put in place by the Board to monitor risk management include regular reporting to the Board in
respect of operations and the financial position of the Consolidated Entity.
Above: Futuro Skills Students
Thank you very much for your support.
Richard Carcenac
7
FINANCIAL REPORT
For the year ended
30 June 2020
8
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 2020.
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.
Athol Emerton – MICS
Non-Executive Director
Appointed 19 August 2019
Mr Emerton has 30 years of experience in commerce in Southern Africa, including Mozambique and has chaired the
South African Shipping Association (SAASOA) training committee for 7 years, including the scoping panel that developed
the TETA shipping qualification & headed the establishment of an industry wide shipping learnership programme.
He is a self-motivated leader in the maritime and transport logistics industries, with a particular interest in building
business capacity and opportunities through entrepreneurial thought, and a passion for skills development and upliftment
of indigenous populations. Mr Emerton’s wealth of experience and unique skills set has been gained through working
with many of the large, well known, international resource and shipping companies around the world, and he is considered
a specialist in developing landside, marine and transport solutions in inhospitable (due to political, economic or
geographical reasons) regions or ports.
Mr Emerton is the Managing Partner of the African operations of global logistics company LBH. After establishing the
LBH operations in South Africa and Mozambique 35 years ago, Mr Emerton has grown the business into one of the
premier logistics and ships agency enterprises in the region.
9
DIRECTORS’ REPORT (Continued)
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.
Paul Horsfall – Hons.BCompt. C.A.(S.A.)
Non-Executive Director
Appointed 14 May 2020
Paul has been in the Logistics industry for over thirty years. He has an in depth understanding of the logistics industry in
the three facets of Supply Chain, namely International Freight Forwarding & Customs Brokerage, International Express
and Courier & Warehousing and Distribution. He started a company in South Africa on behalf of an American Listed group,
Fritz Companies Inc, which developed into one of the top five logistics service providers in South Africa under the brand,
UPS South Africa.
Paul was President of Africa for UPS Inc. and as such has extensive experience in Logistics across the African continent.
UPS owns or has agency operations across 51 countries in Africa. Nigeria is its largest operation in Africa.
Paul has strong leadership and mentorship skills in developing and training people. Paul is an Honorary Life Member of
the American Chamber of Commerce in South Africa.
COMPANY SECRETARY
Jessamyn Lyons – B.Comm., AGIA, ICSA
Appointed 2 August 2019
Ms Lyons is a Chartered Secretary, an Associate of the Governance Institute of Australia and holds a Bachelor of
Commerce from the University of Western Australia with majors in Investment Finance, Corporate Finance and Marketing.
Ms Lyons is also a Director of Everest Corporate and company secretary of Doriemus PLC, Southern Hemisphere Mining
Limited, Dreadnought Resources Limited and Los Cerros Limited. Ms Lyons also has 15 years of experience working in
the stockbroking and banking industries and has held various positions with Macquarie Bank, UBS Investment Bank
(London) and more recently Patersons Securities.
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.
PRINCIPAL ACTIVITIES
The principal activities of the Consolidated Entity during the financial year focused on Mozambique. The group operates
via subsidiaries PacMoz, 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 owns a
Registered Training Organisation, which underpins its business across the Group.
DIVIDENDS
No dividend has been paid since the end of the previous financial year and no dividend is recommended for the current
year.
10
DIRECTORS’ REPORT (Continued)
REVIEW OF OPERATIONS AND ACTIVITIES
RBR continued to maintain its existing client base, add new clients across all its target service sectors and prepare for the
first labour-intensive local contracts to be issued in relation to the planned LNG projects in Mozambique. The Company
plans to capitalise on this huge future LNG opportunity by providing a comprehensive, integrated solution to the challenge
of employing suitably skilled local workers. In this regard, RBR’s commercial services span the identification and
recruitment of prospective workers against specific priorities and criteria, assessing their existing skills (recognition of prior
learning) against accepted standards, training them both on and off the job until they are deemed fully competent, and
managing their employment and placement with client companies.
As part of our preparations for the LNG construction boom in Mozambique, RBR’s key focus during this reporting period
was on:
• Enhancing our capacity in and around the LNG projects’ construction site in northern Mozambique, specifically in the
city and district of Palma within which the onshore LNG construction site is located. This included opening a
temporary/interim training centre in Palma in August 2019 to commence activities and demonstrate our intent and
capabilities to the target industry, while securing a rental lease on a key operations base and training facility nearby.
This new base is the Wentworth camp which used to be an office and accommodation facility operated by Anadarko
Petroleum, so it is well-appointed and built to oil and gas industry standards;
• Completing the training contracts at our Matola facility in the capital Maputo, before transitioning activities and
relocating staff and equipment to Palma;
• Securing new strategic contracts to deliver services clearly aligned with the LNG projects and its supporting industries,
as well as partnerships/alliances with groups that would provide RBR with some competitive advantage or
differentiation in our sector;
• Generally raising RBR’s profile in Mozambique and with the investor community.
The Key Event during the Reporting Period
The first half of the financial year saw two significant events take place in the Mozambique LNG industry. The first was
the completion by French oil group Total of its acquisition of Anadarko Petroleum’s 26.5 per cent stake in the c.US$23
billion, 12.88 Mtpa Mozambique LNG Project.
The second significant event was the Government of Mozambique and the ExxonMobil (Exxon)-led consortium behind
the Mozambique Rovuma Venture (MRV) announcing on 8 October 2019 an Initial Investment Decision for the US$33
billion, 15.2 Mtpa LNG project. The Initial Investment Decision paves the way for Exxon and its partners to invest more
than US$500 million in the initial construction phase of Rovuma. These two onshore projects mean that Mozambique is
poised to host one of the biggest construction sites in the world, requiring tens of thousands of workers on site with the
number growing as the surrounding infrastructure and municipality develops in line with the LNG projects.
ExxonMobil subsequently postponed its final investment decision (FID) for the project in March 2020, as the COVID-19
pandemic and an oil price slump forced firms to delay projects and slash spending. They are still committed to sharing
the development costs of the onshore infrastructure to be shared by their and Total’s LNG projects, and it is widely reported
that the FID of the MRV LNG project has been postponed in principle, to 2021. However, Total and its partners developing
the Mozambique LNG Project have reconfirmed that their project remains on track for completion and first gas delivery in
2024.
The COVID-19 pandemic has, of course, had a detrimental impact on RBR as it has on almost all economic activity. RBR
advises that as a training and labour hire company, people are its key asset and therefore the health, safety and wellbeing
of its staff, students and contractors is its number one priority. In line with this, RBR and its subsidiaries are implementing
the requirements and recommendations of the Mozambican and Australian authorities in respect to managing the COVID-
19 issue. As of 31 July 2020, the official figure for confirmed cases in Mozambique stood at 1,808 total cases, of which
1,159 are active infections, 638 recovered and 11 deaths.
Wentworth Facility
The Wentworth facility was established in the early 2000s as a petroleum exploration camp and was built to oil and gas
industry standards at the time. The site is approximately 11 acres (44,000m2) in size, is connected to the national power
grid and provided (at its peak) accommodation, office space, medical and recreational facilities, catering and support
infrastructure for over 100 people.
RBR completed phase 1 of the upgrade of its Wentworth camp operations base in the Mozambican town of Palma.
Essential services (power and water supply, and sewerage disposal) have been installed and staff have relocated to the
facility. To date, the Company has refurbished six accommodation units for staff and almost completed the refurbishment
of the offices, large-scale ablution facilities (as well as additional hygiene stations) and the training centre. Security is
being upgraded including installing a safe haven for staff and students. An order for a significantly improved internet
connection has been placed and is awaiting installation.
11
DIRECTORS’ REPORT (Continued)
Corporate and Financial Position
As at 30 June 2020 the Consolidated Entity had cash reserves of $493,963 (2019: $412,821). The net loss for the year
was $1,889,675 (2019: $1,513,571).
It is noted that there has been an unprecedented change in the state of affairs in Australia and the world given the recent
COVID-19 pandemic. In line with many companies around Australia and the world, the Board has agreed to suspend the
payment of 20% of Executive Directors’ salaries and consulting fees, and all Non-Executive Directors’ fees effective from
30 April 2020.
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.
ENVIRONMENTAL REGULATION AND PERFORMANCE
The Consolidated Entities principle activities of training, labour broking and business services has minimal environmental
impact. Where there are potential environmental impacts the organisation has policies and procedures for the safe handling
of materials and for the minimisation of its impact on the environment.
EARNINGS/LOSS PER SHARE
Basic loss per share
Diluted loss per share
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
2020
Cents
(0.24)
(0.24)
2019
Cents
(0.21)
(0.21)
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 and Performance Rights
During the financial year the Company issued the following options:
• 28,895,107 options with an exercise price of $0.014 expiring 31 August 2021 were issued as a free issue as part of a
placement on 16 September 2019.
• 6,871,428 of these placement options with an exercise price of $0.014 expiring 31 August 2021 were issued to Directors
on 29 November 2019 following shareholder approval at the Annual General Meeting held on 30 October 2019.
• 3,000,000 placement options with an exercise price of $0.014 expiring 31 August 2021 were issued to the Lead
Managers of the Placement on 16 September 2019 as a share-based payment of part of the placing fee.
• 3,500,000 options with an exercise price of $0.014 expiring 31 August 2021 were issued as a share-based incentive to
a supplier of a corporate advisory mandate.
During the financial year the following options expired:
• 29,321,429 unlisted options with an exercise price of $0.018 expired on 31 July 2019.
During the financial year the following performance rights were converted:
• 750,000 shares were issued to Ken Foote for nil consideration on conversion of his performance rights on 29 November
2019.
Since 30 June 2020 and up until the date of this report there have been no further options issued to Directors or Staff.
For a reconciliation of the number of options on issue refer to note 16(c).
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.
12
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 8 July 2020 the Company announced the sale of its interests in the Yarri East tenements.
On 8 July 2020, the Company held a General Meeting of Members seeking approval for Directors to participate in a
recent placement.
On 27 August 2020 the Company went into a trading halt due to information from the UK Department for International
Development, that there were potential funding reductions and the Skills for Employment program was being
reviewed.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
RBR is developing and growing the business units described in the “Review of Operations and Activities” (page 4) and
developing the client base and revenues.
INFORMATION ON DIRECTORS
As at the date of this report the Directors’ interests in shares, unlisted options and convertible notes 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
Paul Horsfall
Non-Executive Director
Appointed 14 May 2020
Athol Emerton
Non-Executive Director
Appointed 19 August 2019
Ordinary
Shares
Performance
Rights
Unlisted
Options 1
Convertible
Notes
73,014,285
-
2,857,143
80,000
36,469,780
7,500,000
800,000
22,500
24,435,565
-
714,286
-
19,125,970
1,892,893
202,013
102,663,157
-
2,500,000
80,000
Notes:
(i) Unlisted options have an exercise price of $0.014 and expire on 31 August 2021.
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
A Emerton
P Graham-Clarke
P Horsfall
Meetings Attended
7
7
6
7
1
Meetings held while
a director
7
7
7
7
1
13
DIRECTORS’ REPORT (Continued)
REMUNERATION REPORT
the ASX Corporate Governance Council’s Corporate Governance Principles and
Recommendation 8.1 of
Recommendations (4th 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 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 and as subsequently re-adopted
in the new constitution approved at the AGM on 30 October 2019. 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.
14
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 are current as at 30 June 2020;
• 7,500,000 Class 3 performance rights subject to meeting specific performance criteria achieved within 24
months; and
•
Termination of employment by either party requires 3 month’s written notice.
Contracted key management personnel are engaged on standard commercial terms.
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:
2019/2020
Directors
I Macpherson – Executive Chairman
R Carcenac – Chief Executive Officer
A Emerton – Non-Executive (ii)
P Graham-Clarke – Non-Executive
P Horsfall – Non-Executive (ii)
Executives
Ken Foote – General Manager, Training (iii)
P Soh – Company Secretary, CFO
Short-term Benefits
Post
Employment
Equity
Compensation
Base
Salary/Fees
$
Suspended
Fees (i)
$
Superannuation
Contributions
$
Performance
Rights (iv)
$
Total
$
68,563
220,700
60,097
15,000
1,150
42,050
40,000
2,667
8,333
7,000
5,000
2,634
-
-
2,841
20,967
-
-
-
-
31,246
-
-
-
74,071
281,246
67,097
20,000
3,784
-
-
322
-
42,372
40,000
2018/2019
Directors
I Macpherson – Executive Chairman
R Carcenac – Chief Executive Officer
P Graham-Clarke – Non-Executive
Executives
Ken Foote – General Manager, Training
P Soh – Company Secretary, CFO
Notes:
(i) Suspended fees as announced in the Quarterly Activities report on 30 April 2020.
(ii) Mr Emerton was appointed as a Director on 19 August 2019.
(iii) Mr Horsfall was appointed as Director on 14 May 2020.
(iv) Mr Foote has since wound back his services and will not be a part of KMP moving forward.
(v) Amounts represent value of performance rights expensed for the period.
76,606
228,311
20,000
117,000
47,500
-
-
-
-
-
3,478
21,690
-
-
28,217
-
80,084
278,218
20,000
-
-
9,278
-
126,278
47,500
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 2020.
15
DIRECTORS’ REPORT (Continued)
Loans
During the 2020 financial year, the transactions with Directors, included an entity related to Ian Macpherson, which loaned
the Company $50,000 on normal commercial terms (unsecured, interest rate of 12%). The loans have been repaid from
the proceeds of shares issued. There were no other loan transactions with Directors or Executives in the current year.
Movement in Shares
The aggregate numbers of shares 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:
Opening
Acquired
Disposed
30 June Movement (v)
Closing
73,014,285
14,300,000
1,428,570
36,469,780
5,714,285 102,663,157
24,435,565
3,571,430
19,125,970
-
750,000
-
-
-
-
-
-
-
-
-
-
58,714,285
35,041,210
96,948,872
20,864,135
19,125,970
750,000
-
9,714,285
1,600,000
5,000,001
1,428,571
19,125,970
750,000
-
49,000,000
33,441,210
91,948,871
19,435,564
-
-
-
2019/2020
Mr I Macpherson (i) & (ii)
Mr R Carcenac (ii)
Mr Athol Emerton (ii)
Mr P Graham-Clarke (ii)
Mr P Horsfall (iii)
Mr K Foote (iv)
Mr P Soh
2018/2019
Mr I Macpherson
Mr R Carcenac
Mr Athol Emerton
Mr P Graham-Clarke
Mr K Foote
Mr P Soh
Notes:
(i) Acquired includes during FY2020 includes on-market purchases of 3,000,000 and the balance being placement shares.
(ii) Acquired includes shares from placement in December 2019.
(iii) Post 30 June purchase represents holding on appointment as Director on 14 May 2020.
(iv) Acquired represents conversion of performance rights on 29 November 2019.
(v) Movement represents change in holding from 30 June to date of issued Financial Report.
2,000,000
-
91,948,871
-
-
-
49,000,000
33,441,210
-
19,435,564
-
-
39,300,001
30,441,210
-
16,435,564
-
-
9,699,999
3,000,000
-
3,000,000
-
-
-
-
-
-
-
-
51,000,000
33,441,210
91,948,871
19,435,564
-
-
Movement in Options
The aggregate numbers of 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:
Opening
Acquired (ii) Disposed/
Lapsed (i)
30 June Movement (i)
Closing
2,857,143
800,000
2,500,000
714,286
1,892,893
-
-
2,857,143
800,000
2,500,000
714,286
1,892,893
-
-
1,500,000
1,500,000
-
1,500,000
-
-
-
(1,500,000)
(1,500,000)
-
(1,500,000)
-
-
-
2019/2020
Mr I Macpherson
Mr R Carcenac
Mr Athol Emerton
Mr P Graham-Clarke
Mr P Horsfall
Mr K Foote
Mr P Soh
2018/2019
Mr I Macpherson
Mr R Carcenac
Mr Athol Emerton
Mr P Graham-Clarke
Mr K Foote
Mr P Soh
Notes:
(i) Options were a free issue on a 1 option for every 2 shares basis as a part of a placement participated by Directors and approved by
shareholders at a general meeting on 6 November 2018. Options had an exercise price of $0.018 and expired on 31 July 2019.
(ii) Options were a free issue on a 1 option for every 2 shares basis as a part of a placement participated by Directors and approved by
shareholders at a general meeting on 30 October 2019. Options had an exercise price of $0.014 and expire on 31 August 2021.
2,857,143
800,000
2,500,000
714,286
1,892,893
-
-
(1,500,000)
(1,500,000)
-
(1,500,000)
-
-
1,500,000
1,500,000
-
1,500,000
-
-
1,500,000
1,500,000
-
1,500,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
16
DIRECTORS’ REPORT (Continued)
There were no amounts payable on the issue of the options, and there are no performance conditions attached. All options
previously issued are now fully vested and are exercisable at any time. When exercisable, each option is convertible into
one ordinary share of RBR Group Limited.
Movement in Convertible Notes
The aggregate numbers of Convertible Notes of the Company held directly, indirectly or beneficially by Directors and
Executive Officers of the Consolidated Entity or their personally-related entity are as follows:
Opening
Issues (i)
On
appointment
Closing
2019/2020
Mr I Macpherson
Mr R Carcenac
Mr Athol Emerton
Mr P Graham-Clarke
Mr P Horsfall (ii)
Mr K Foote
Mr P Soh
2018/2019
Mr I Macpherson
Mr R Carcenac
Mr Athol Emerton (iii)
Mr P Graham-Clarke
Mr K Foote
Mr P Soh
Notes:
(i)
(ii) Mr Horsfall’s holding on appointment as Director on 14 May 2020.
(iii) Mr Emerton’s holding on appointment as Director on 19 August 2019.
80,000
22,500
80,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
80,000
22,500
-
-
-
-
-
-
-
-
202,013
-
-
-
-
80,000
-
-
-
80,000
22,500
80,000
-
202,013
-
-
80,000
22,500
80,000
-
-
-
Issue of Convertible Notes to Directors was by shareholders at a general meeting on 6 November 2018.
Performance Rights
The terms and conditions of each grant of options affecting remuneration in this or future reporting periods are as follows:
Granted
Number
Date of Grant
Terms & Conditions for each Grant
Date of
Vesting
Option
Value ($)
Exercise
Price ($)
Expiry Date
7,500,000 27 Nov 2017 Refer (i) below
7,500,000 29 Nov 2018 Refer (ii) below
Performance Rights
R Carcenac Class 2 (i)
R Carcenac Class 3 (ii)
Staff Performance Rights
Ken Foote Class 1 (iii)
Ken Foote Class 2 (iii)
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.
1,250,000 22 Jan 2019 Refer (iii) below
1,250,000 22 Jan 2019 Refer (iii) below
N/A 26 Nov 2019
N/A 29 Nov 2020
N/A 31 Dec 2018
N/A 31 Dec 2019
0.00350
0.00689
0.00720
0.00048
(ii) Rights subject to performance criteria prior to 29 November 2020; the Company’s market capitalisation averaging over a period of 30
consecutive trading days a daily average of not less than $10,000,000; and Mr Carcenac completing 12 months of continuous
employment with the Company following date of issue.
(iii) Staff Performance Rights subject to internal management KPI criteria prior to expiry date.
During the year 750,000 Performance Rights were vested and as at the date of this report no other Performance Rights
had vested.
17
DIRECTORS’ REPORT (Continued)
Movement in Performance Rights
The aggregate numbers of Performance Rights 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:
2019/2020
Mr I Macpherson
Mr R Carcenac
Mr Athol Emerton
Mr P Graham-Clarke
Mr P Horsfall
Mr K Foote
Mr P Soh
2018/2019
Mr I Macpherson
Mr R Carcenac
Mr Athol Emerton (ii)
Mr P Graham-Clarke
Mr K Foote
Mr P Soh
Opening
Granted
Vested
Expired
Closing
-
15,000,000
-
-
-
2,500,000
-
-
7,500,000
-
-
-
-
-
-
-
-
-
-
-
-
7,500,000
-
-
-
750,000
-
-
-
-
-
-
1,750,000
-
-
7,500,000
-
-
-
-
-
-
7,500,000
-
-
2,500,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
15,000,000
-
-
2,500,000
-
OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL OF THE GROUP
The company has engaged the services of Mr James Horsfall, the son of Mr Paul Horsfall. Mr James Horsfall was paid
$1,078 as a contracted fee for service on standard commercial terms.
Mr Emerton controls a number of organisations that are customers of RBR’s African subsidiaries and include the following
entities.
ALMAR CONSTRUÇOES MOÇAMBIQUE LDA
EAST COAST MARINE LDA
JUMBO PROJECTS LDA
LBH MOÇAMBIQUE LDA
LBH XPRESS LDA
Maputo Container Freight Station LDA
SB2 LOGISTICA LDA
SNS LINES LDA
Included in the accounts to 30 June 2020 are sales $109,865, trade receivables ($199) and other payables $11,479.
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.
18
DIRECTORS’ REPORT (Continued)
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
2020
$
2019
$
2,600
2,550
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.
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 28th day of August 2020
Signed in accordance with a resolution of the Directors
Ian Macpherson
Executive Chairman
19
AUDITOR’S INDEPENDENCE DECLARATION
20
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 June 2019
Notes
2020
$
2019
$
Revenue
Cost of sales
Gross profit
Employee expenses
Directors’ fees
Insurance expenses
Consultants fees
Corporate expenses
Depreciation
Amortisation right of use asset
Property expenses
Share-based payments expense
Exploration revaluation
Exploration written off
Sale of fixed assets
Lease liability interest expense
Interest expense
Capital raising costs
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 Ltd
Non-controlling interests
Total comprehensive loss is attributable to:
Equity holders of RBR Group Ltd
Non-controlling interests
Earnings per share
Basic earnings/(loss) per share (cents per share)
Diluted earnings/(loss) per share (cents per share)
2
3
3
3
3
3
3
5
331,765
(35,283)
296,482
(571,050)
(72,861)
(29,729)
(307,491)
(87,419)
(20,575)
(18,594)
(139,317)
(91,553)
77,157
-
312
(3,267)
(158,917)
-
(762,853)
(1,889,675)
-
(1,889,675)
127,471
127,471
(1,762,204)
(1,890,152)
477
(1,889,675)
(1,763,152)
948
(1,762,204)
531,588
(71,347)
460,241
(662,759)
(60,092)
(20,102)
(267,161)
(68,345)
(17,523)
-
(175,244)
(46,993)
-
(21,659)
-
-
(87,312)
(16,537)
(530,313)
(1,513,799)
228
(1,513,571)
(5,130)
(5,130)
(1,518,701)
(1,498,298)
(15,273)
(1,513,571)
(1,503,122)
(15,579)
(1,518,701)
23
23
(0.24) cents
(0.24) cents
(0.21) cents
(0.21) 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 2020
Notes
2020
$
2019
$
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade receivables
Other assets
Assets held for sale
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
Loan
Lease liability
Convertible note liability
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Lease liability
TOTAL NON-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
23(a)
6
7
29
8
9 & 15
11
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17(a)
18
493,963
104,678
26,576
95,000
625,217
24,967
205,680
-
325,647
950,864
295,347
59,846
62,715
36,754
1,304,513
1,759,175
20,090
20,090
1,779,265
(828,401)
412,821
167,741
40,774
-
621,336
45,979
149,898
17,843
213,720
835,056
229,335
35,300
-
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1,304,513
1,569,148
-
-
1,569,148
(734,092)
21,074,074
915,581
(22,796,980)
(807,325)
(21,076)
(828,401)
19,478,110
716,650
(20,906,828)
(712,068)
(22,024)
(734,092)
The above Consolidated Statement of Financial Position should be read in conjunction with the Consolidated Entity’s
accompanying notes.
22
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T
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2020
Cash flows from operating activities
Receipts from customers
Interest received
Convertible note interest paid
Lease liability interest paid
Payments to suppliers and employees (inclusive of goods and
services tax)
Net cash used in operating activities
Cash flows from investing activities
Payments for exploration and evaluation
Receipt on sale of fixed assets
Payments for plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Proceeds from loan
Repayment of loan
Repayment of lease liability
Proceeds from the issue of shares (net of fees)
Proceeds from convertible notes
Capital raising costs
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
Notes
2020
$
2019
$
313,501
768
(161,688)
(3,267)
540,320
1,846
(73,519)
-
24(b)
(1,681,673)
(1,532,359)
(1,862,774)
(1,394,127)
-
3,253
(4,636)
(1,383)
121,192
(58,477)
(17,532)
1,638,018
-
(61,676)
1,621,525
87,783
412,821
(6,641)
493,963
(354)
-
(29,121)
(29,475)
96,715
(89,239)
-
198,514
1,304,513
(16,537)
1,493,966
70,364
341,920
537
412,821
24(a)
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 2020
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 $1,889,675 (2019: $1,513,571).
At 30 June 2020 the Consolidated Entity had cash assets of $493,963 (2019: $412,821). During the financial
year the Company raised $1,638,018 before costs from issue of shares.
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 a capital raise in December 2019 and May 2020. 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. With respect to the Convertible Notes which mature within the year, the Company is
in detailed discussions with noteholders to either convert or extend their maturity dates. The Company is
confident that the majority of convertible notes will be either converted or have their maturity dates extended.
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.
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.
25
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2020
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 30.
(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.
Revenue from rendering of services
Rendering of services revenue from training, payroll and business service fees is recognised by reference
to the stage of completion of the contracts. Stage of completion is measured by reference to delivery of
service.
26
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2020
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.
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.
27
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2020
(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, can be successfully developed or have not reached a stage
which permits assessment of recoverability.
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.
(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
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-
of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for
any lease payments made at or before the commencement date, plus any initial direct costs incurred and
an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the
site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement
date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The
estimated useful lives of right-of-use assets are determined on the same basis as those of property and
equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and
adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily
determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing
rate as the discount rate.
(p)
Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of
transaction costs. They are subsequently measured at amortised cost using the effective interest method.
The component of the convertible notes that exhibits characteristics of a liability is recognised as a liability
in the statement of financial position, net of transaction costs. On the issue of the convertible notes the fair
value of the liability component is determined using a market rate for an equivalent non-convertible bond
and this amount is carried as a non-current liability on the amortised cost basis until extinguished on
conversion or redemption. The increase in the liability due to the passage of time is recognised as a finance
cost. The remainder of the proceeds are allocated to the conversion option that is recognised and included
in shareholders equity as a convertible note reserve, net of transaction costs. The carrying amount of the
conversion option is not remeasured in the subsequent years. The corresponding interest on convertible
notes is expensed to profit or loss.
28
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2020
(q)
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, other than conditions linked to the price of the shares of RBR Group
Limited (“market conditions”), management reviews the likelihood of achieving performance criteria.
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.
(r)
Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in
presentation for the current financial year.
(s)
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.
(t)
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 January 2019.
The adoption of the new and revised Standards and Interpretations has no changes to the group’s
accounting policies other than the recognition of a right of use assets and lease liability as shown in note 15.
(u)
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 2020. The Consolidated Entity has assessed that the new or amended Accounting Standards and
Interpretations are not relevant to the Consolidated Entity.
29
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2020
2.
OTHER INCOME
Revenue
Revenue from training services (i)
Revenue from payroll services (ii)
Revenue from business services (iii)
Other income – cash flow boost
Interest
2020
$
2019
$
74,982
95,060
96,143
64,812
768
331,765
314,539
111,847
103,356
-
1,846
531,588
Notes:
(i) RBR delivers training services to clients and recognises revenue based on completion of training by students. Pricing is
based on each training program and student enrolment for the program. A program is considered delivered following a final
report on training sent to the client.
(ii) Payroll and HR services are based on a percentage of the total payroll and billed following completion of the payroll service.
(iii) RBR delivers a range of business services to clients and recognises revenue on successful delivery of those services. There
is a schedule of fixed prices for services.
3.
EXPENSES
Contributions to employee’s superannuation plans
Depreciation - plant and equipment
Amortisation - right of use asset
Exploration revaluation
Exploration Written off
Share based payment expense
Provision for employee entitlements
Other Expenses
Travel and accommodation
IT and communications
Legal and public relations
Foreign currency translation adjustments
Futuro Skills Mozambique training and other related costs
PacMoz other
Futuro Business Services other
Other
4.
AUDITORS’ REMUNERATION
Butler Settineri (Audit) Pty Limited (Including component auditors
Perfect Partners - Mozambique)
Audit and review of the financial statements
Taxation Services – company related to Butler Settineri (Audit) Pty Ltd
2020
$
32,237
20,575
18,594
77,157
-
91,553
26,615
28,287
64,693
86,389
91,337
306,469
80,171
87,924
17,583
762,853
2019
$
33,296
17,523
-
-
21,659
46,993
(4,093)
63,899
39,912
96,843
5,083
213,277
61,407
31,949
17,943
530,313
2020
$
2019
$
42,299
2,600
44,899
31,578
2,550
34,128
30
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2020
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 (2019: $Nil).
2020
$
Numerical reconciliation of income tax expense to prima facie tax payable
(b)
Loss from continuing operations before income tax expense
2019
$
Prima facie tax benefit at the Australian tax rate of 30% (2019: 30%)
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
Tax losses
(b)
Unused tax losses for which no deferred tax asset has been recognised
Potential tax benefit at 30%
Unrecognised deferred tax assets
(c)
Unrecognised deferred tax assets
Provisions
Capital raising fees
Lease liabilities
Carry forward tax losses
(1,889,675)
(1,513,800)
(566,902)
(454,140)
9,897
219,111
(18,746)
356,640
-
20,596
81,507
(1,193)
353,458
228
18,856,148
5,656,844
17,756,759
5,329,727
45,145
29,917
18,719
5,656,844
5,750,625
15,621
-
-
5,329,727
5,345,348
No deferred tax asset has been recognised for the above balance as at 30 June 2020 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
-
5,353
(d)
Franking credits balance
The Consolidated Entity has no franking credits as at 30 June 2020 available for use in future years (2019: $Nil).
6.
TRADE RECEIVABLES
Current
Trade receivables
Other receivables
2020
$
48,753
55,925
104,678
2019
$
152,190
15,551
167,741
Trade receivables represent outstanding amounts owed by customers. Other receivables include GST/VAT and
other tax assets.
7.
OTHER ASSETS
Current
Prepayments
2020
$
2019
$
26,576
40,774
31
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2020
8.
PLANT AND EQUIPMENT AND MOTOR VEHICLES
Plant and office equipment
At cost
Accumulated depreciation
2020
$
2019
$
165,673
(140,706)
24,967
190,126
(144,147)
45,979
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
Disposals
Depreciation
Foreign currency differences
Carrying amount at the end of the year
9.
INTANGIBLES
Goodwill of PacMoz, Lda
Goodwill of Freelance Support Pty Ltd
Right of use asset
Reconciliation
Cost brought forward
Recognise right of use asset
Accumulated amortisation right of use asset
2020
$
2019
$
45,979
4,636
(2,942)
(20,575)
(2,131)
24,967
34,257
29,121
-
(17,523)
124
45,979
2020
$
100,000
49,898
55,782
205,680
2020
$
149,898
74,376
(18,594)
205,680
2019
$
100,000
49,898
-
149,898
2019
$
149,898
-
-
149,898
The carrying value of the goodwill for PacMoz, Lda 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 agreed to maintain the current carrying value.
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 and formed a view that the carrying value
is recoverable.
A right of use asset was established under AASB 16 for the lease of premises in Australia.
32
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2020
10.
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)
PacMoz, Lda
Futuro Skills Mozambique, Lda (ii)
Futuro Business Services, Lda (iii)
Rubicon Resources & Mining, Lda (iv)
Morson Mozambique, Lda (iv)
Futuro Skills Guinee SARL (v)
Notes:
(i) RBR purchased 100% of the issued capital of Freelance Support Pty Ltd on 11 January 2016.
(ii) RBR Incorporated Futuro Skills Mozambique, Lda on 9 July 2015.
(iii) RBR Incorporated Futuro Business Services, Lda on 24 May 2017.
(iv) Parent entity owner PacMoz, Lda. These entities are dormant.
(v) RBR Incorporated Futuro Skills Guinee SARL on 21 February 2018.
Australia
Mozambique
Mozambique
Mozambique
Mozambique
Mozambique
Guinea
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
2020
100%
100%
100%
100%
59.4%
59.4%
60%
2019
100%
100%
100%
100%
59.4%
59.4%
60%
11.
CAPITALISED MINERAL EXPLORATION EXPENDITURE
In the exploration phase
Non-Current
Balance at the beginning of the year
Exploration revaluation
Transfer to assets held for sale
Expenditure incurred during the year (at cost)
Exploration expenditure written off
Balance at the end of the year
The exploration assets were transferred to assets held for sale detailed in note 30.
12.
TRADE AND OTHER PAYABLES
Current (Unsecured)
Trade creditors
Other creditors and accruals
13.
PROVISIONS
Current
Africa Tax Provisions
Employee entitlements
2020
$
2019
$
17,843
77,157
(95,000)
-
-
-
39,147
-
-
355
(21,659)
17,843
2020
$
141,851
153,496
295,347
2019
$
134,866
94,469
229,335
2020
$
2019
$
(3,529)
63,375
59,846
(1,460)
36,760
35,300
PacMoz, Lda tax provisions relate to deferred taxes in Mozambique and employee entitlements are a calculation
of leave owing to employees.
33
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2020
14.
LOAN
Current (Unsecured)
Director loan
Insurance funding
15.
LEASES
2020
$
50,000
12,715
62,715
2019
$
-
-
-
The Group has identified a lease asset relating to land and buildings with information about the lease as follows.
Right of use asset
Balance at the beginning of the year
Right of use asset recognised
Amortisation of right of use asset
Balance at the end of the year
Lease Liability
Less than one year
One to five years
Total lease liability
Amounts recognised in profit or loss
Amortisation of right of use asset
Lease liability interest expense
Short term leases
Low value leases
Amounts recognised in the statement of cash flows
Total cash outflow for leased assets
(a)
Real estate lease
2020
$
2019
$
-
74,376
(18,594)
55,782
36,754
20,090
56,844
(18,594)
(3,267)
133,195
2,664
-
-
-
-
-
-
-
-
-
140,045
2,664
(20,799)
-
The Group leases land and building for its office space with a rental term of two years. The lease has an option to
renew, which has not been included in the calculation of the lease asset as the Company has not decided whether
this will be the best option.
The Group also leases other land and buildings but are currently on either a short term basis or no long term contract
has been put in place. A lease asset and liability have not been recognised for these properties.
(b)
Other leases
The Group also leases office equipment with contract terms of one to four years. These leases are short-term and/or
leases of low-value items. The Group has elected not to recognise right-of-use assets and lease liabilities for these
leases.
34
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2020
16.
CONVERTIBLE NOTES
On 22 January 2019, the Company completed the issue of 1,304,513 Convertible Notes at a face value of $1 as
part of its preparations to capitalise on the US$50 billion LNG construction boom about to get underway in
Mozambique.
The key terms of the Convertible Notes are as follows.
Type of Instrument: Convertible notes which are convertible into Ordinary Fully Paid Shares and attaching
Options; the Notes will not be quoted on any securities exchange or financial market.
Face Value: Each Note shall have a face value of $1.00 (Face Value); the aggregate Face Value of all Notes is
$1,304,513.
Maturity Date: The Notes will mature on the date that is 24 months after the Issue Date.
Interest: The Notes shall bear interest at the rate of 12% per annum, accrued monthly and calculated monthly;
interest on the Notes shall be paid quarterly in cash by the Company to the Noteholder.
Conversion at election of Noteholder: The Noteholder may at any time after the date that is 6 months after the
Issue Date and prior to the Maturity Date and the Company issuing a Redemption, elect to convert all the Notes
into Shares by providing the Company with notice of the conversion in a form acceptable to the Company acting
reasonably. On receipt of a Conversion Notice, the Company must issue Shares to the Noteholder based on a price
per Share equal to the lower of $0.015 and the issue price of any equity capital raising completed by the Company
within the two months prior to receipt of the Conversion Notice, but in any event not less than $0.01; issue Options
to the Noteholder for nil or nominal consideration on the basis that the Noteholder is entitled to 1 Option of every 5
Shares issued to the Noteholder on conversion of the Notes and immediately pay to the Noteholder any outstanding
Interest that is due and payable.
Repayment at election of Company: The Company may, at any time prior to the Maturity Date and the Noteholder
providing a Conversion Notice elect to redeem all the Notes by providing written notice to the Noteholders. Within
2 business days of issuing a Redemption Notice, the Company must pay to each Noteholder the Face Value of the
Notes in cash; issue Options to each Noteholder for nil or nominal consideration and pay each Noteholder in cash
an amount equal to 12 months Interest on the Principal Amount less any amount of Interest already paid by the
Company to the relevant Noteholder as at the date of the Redemption Notice.
If the Company issues a Redemption Notice, it must redeem all of the Notes.
The number of Options issued will be the same number of Options that would have been issued to the Noteholder
had the Noteholder given a Conversion Notice to the Company dated the same date as the Redemption Notice.
Repayment at Maturity Date: If at the Maturity Date the Notes have not been converted by the Noteholder or
repaid by the Company, the Company must redeem all the Notes by paying to the Noteholder (within 2 business
days of the Maturity Date) the Face Value of the Notes in cash plus any outstanding Interest that is due and payable.
Option Exercise Price and Expiry Date: Each Option will be unquoted and have an exercise price equal to the
volume weighted average price per Share of Shares traded on ASX during the 20 trading day period ending on the
date that an Exercise Notice is given in respect of the Option and will expire at 5.00pm (WST) on the date that is
two (2) years after their issue (Expiry Date). Any Option not exercised before the Expiry Date will automatically
lapse on the Expiry Date. Each Option entitles the holder to subscribe for one fully paid ordinary share in the capital
of the Company upon exercise of the Option.
35
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2020
17.
CONTRIBUTED EQUITY
(a)
Ordinary Shares
884,484,168 (2019: 716,264,651) fully paid ordinary shares
21,074,074
19,478,110
2020
$
2019
$
(b)
Share Movements during the Year
Beginning of the financial year
New share issues during the year
Director placement (i)
Conversion of options (ii)
Issue following cancellation of
performance shares (iii)
Placement (iv)
Staff performance rights conversion (v)
PacMoz, Lda settlement shares (vi)
Placement (vii)
Less costs of share issues
2020
2019
Number of
Shares
$
Number of
Shares
$
716,264,651
19,478,110
699,736,078
19,279,596
-
-
-
-
9,000,000
7,528,573
63,000
135,514
1
71,533,071
750,000
5,000,000
90,936,445
-
884,484,168
-
1,001,463
9,000
35,000
636,555
(86,054)
21,074,074
-
-
-
-
-
-
716,264,651
-
-
-
19,478,110
Notes:
(i) As approved at the general meeting on 6 November 2018, shares were issued to directors as part of a placement.
(ii) Exercise of $0.018 options.
(iii) Share issued to Athol Emerton on cancellation of Tranche B Performance shares as announced on 2 April 2019.
(iv) Placement shares issued following capital raise announcement on 5 September 2019.
(v) Vesting and exercise of staff class 1 performance rights following performance hurdles being met.
(vi) Issue and allotment of shares as consideration for the purchase of remaining 40% of issued capital of PacMoz, Lda.
(vii) Placement shares issued following capital raise announcement on 7 May 2020.
(c)
Share Option Reserve
Beginning of the financial year
Movements during the year
R Carcenac Class 3 Performance Rights
expiry
Placement options to Directors (i)
Performance options Read Corporate (i)
Conversion of options (i)
Options expired (i)
Staff performance rights conversion (ii)
Staff performance rights expiry
R Carcenac Class 2 Performance Rights
expiry
Options expired (iii)
Placement fee options (iv)
Performance options Read Corporate (iv)
Placement options issued during year (iv)
Performance rights and option amortised
during the year
2020
Options/
Rights
61,821,429
2019
Options/
Rights
58,850,002
$
816,906
-
-
-
-
(29,321,429)
(750,000)
(1,750,000)
(7,500,000)
(15,000,000)
3,000,000
3,500,000
35,766,535
-
-
-
-
-
(9,000)
-
-
-
24,378
23,556
-
7,500,000
4,500,000
3,500,000
(7,528,573)
-
-
-
-
-
-
-
-
$
769,913
15,057
-
9,498
-
-
-
-
-
-
-
-
-
-
49,766,535
32,997
888,837
-
61,821,429
22,438
816,906
Notes:
(i) Options with an exercise price of $0.018 expiring 31 July 2019.
(ii) Vesting and exercise of staff class 1 performance rights following performance hurdles being met.
(iii) Options with an exercise price of $0.025 expiring 30 June 2020.
(iv) Options with an exercise price of $0.014 expiring 31 August 2021.
36
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2020
(d)
Unlisted Options
2020
Unquoted placement options (1
option for 2 shares)
Unquoted broker options
Unquoted placement options (1
option for 2 shares)
Unquoted vendor options
Unquoted placement options (1
option for 2 shares)
2019
Unquoted placement options (1
option for 2 shares)
Unquoted vendor options
2018
Unquoted Placement Options (3
options for 4 shares)
Unquoted Placement Options (3
options for 4 shares)
Unquoted broker options
Unquoted placement options (1
option for 2 shares)
Issue date
Expiry date
Number of
options
Exercise
Price
Weighted
average
value cents
16 Sep 2019
31 Aug 2021
20,966,107
$0.014
16 Sep 2019
18 Sep 2019
31 Aug 2021
31 Aug 2021
3,000,000
7,929,000
29 Nov 2019
29 Nov 2019
31 Aug 2021
31 Aug 2021
3,500,000
6,871,428
$0.014
$0.014
$0.014
$0.014
N/A
0.813
N/A
0.673
N/A
6 Dec 2018
31 Jul 2019
4,500,000
$0.018
N/A
6 Dec 2018
31 Jul 2019
3,500,000
$0.018
0.312
15 Dec 2017
30 Jun 2018
45,000,000
$0.018
22 Jan 2018
30 Jun 2018
7,500,000
$0.018
15 Dec 2017
25 Jun 2018
30 Jun 2020
31 Jul 2019
15,000,000
28,850,002
$0.025
$0.018
N/A
N/A
0.349
N/A
The assessed fair values of the 3,000,000 Broker and 3,500,000 Vendor Options issued by the Company during
2020, 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:
Grant Date
7 Dec 2017
6 Dec 2018
16 Sep 2019
29 Nov 2019
Expiry Date
30 Jun 2020
31 Jul 2019
31 Aug 2021
31 Aug 2021
Exercise Price
(Cents)
Volatility
Percentage (%)
Risk-free rate
(%)
2.50
1.80
1.40
1.40
130
122
115
110
1.93
1.93
0.72
0.68
Value (Cents)
for one Option
0.349
0.312
0.813
0.673
During the financial year there were no options issued to staff under the RBR Share Option Plan (refer Note 19).
(e)
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
2019
R Carcenac Class 3
0.689
Rights subject to performance criteria prior to 29 November 2020; the Company’s market capitalisation averaging
over a period of 30 consecutive trading days a daily average of not less than $10,000,000; and Mr Carcenac
completing 12 months of continuous employment with the Company following date of issue.
At the Annual General Meeting held on 28 November 2018, shareholders approved the issue of Performance
Rights of Mr Carcenac.
29 Nov 2018
29 Nov 2020
7,500,000
Staff Performance Rights Class 1
Staff Performance Rights Class 2
22 Jan 2019
22 Jan 2019
31 Dec 2018
31 Dec 2019
1,250,000
1,250,000
0.720
0.048
37
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2020
Grant date
Expiry date
Number of
performance
rights
Weighted
average value
cents
Staff Performance Rights subject to internal management KPI criteria prior to expiry date. In determining the
value of the Performance Rights, Management assigned a likelihood of achieving performance criteria and
applied the value of shares on grant date of $0.012.
2016
R Carcenac Class 2
0.350
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.
27 Nov 2015
27 Nov 2019
7,500,000
(f)
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.
(g)
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
Other current liabilities
Working capital position
(h)
Dividends
2020
$
493,963
104,678
26,576
(295,347)
(59,846)
(119,559)
150,465
2019
$
412,821
167,741
40,774
(229,335)
(35,300)
-
356,701
No dividend has been paid since the end of the previous financial year and no dividend is recommended for the
current year.
38
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2020
18.
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
Placement fee options
Performance options Read Corporate
Balance at the end of the year
2020
$
2019
$
888,837
26,744
915,581
816,906
(100,256)
716,650
2020
$
2019
$
816,906
-
32,997
(9,000)
24,378
23,556
888,837
769,913
-
46,993
-
-
816,906
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
2020
$
2019
$
(100,256)
127,000
26,744
(95,432)
(4,824)
(100,256)
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 2020
19. 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.
20.
RELATED PARTIES
Full remuneration details for Directors and Executives are included in the Directors report where the information
has been audited as indicated.
21.
EXPENDITURE COMMITMENTS
(a)
Exploration
During the year exploration assets were transferred to assets held for sale and were subsequently sold as
announced on the 8 July 2020. As at 30 June 2019, total exploration expenditure commitments on tenements held
by the Consolidated Entity had not been provided for in the financial statements and totaled $84,000.
(b)
Operating Lease Commitments
The Consolidated Entity has entered into commercial leases for office premises in Mozambique and Australia. The
Mozambique Maputo office is leased on a monthly basis while the training facility in Palma is to be finalised. The
Australian lease has a term until December 2021. The Australian lease has been accounted for under AASB16
with the recognition of a right of use asset and lease liability in the financials.
Within one year
After one year but not more than five years
(c)
Capital Commitments
The Consolidated Entity had no capital commitments at 30 June 2020 (2019: $Nil).
2020
$
2019
$
80,282
-
80,282
-
-
-
40
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2020
22.
SEGMENT INFORMATION
The Consolidated Entity has operated the business in two distinct regions, Asia-Pacific and Africa since the
purchase of PacMoz, Lda 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 30/6/2020
Revenue
Operating Profit (Loss) before tax
Income Tax
Net Profit (Loss) after tax
Segment Assets
Segment Liabilities
Year ended 30/6/2019
Revenue
Operating Profit (Loss) before tax
Income Tax
Net Profit (Loss) after tax
Segment Assets
Segment Liabilities
23.
EARNINGS/ (LOSS) PER SHARE
Asia-Pacific
$
100,539
(1,159,305)
-
(1,159,305)
669,433
1,656,463
Asia-Pacific
$
1,804
(1,242,108)
-
(1,242,108)
531,358
1,483,320
Africa
$
231,226
(730,370)
-
(730,370)
281,431
122,802
Africa
$
485,866
(271,691)
228
(271,463)
303,698
85,828
Total
$
331,765
(1,889,675)
-
(1,889,675)
950,864
1,779,265
Total
$
487,670
(1,513,799)
228
(1,513,571)
835,056
1,569,148
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
2020
$
2019
$
(1,890,152)
(1,498,298)
Weighted average number of ordinary shares used in calculating basic
earnings/(loss) per share:
Effect of dilutive securities-share options
Adjusted weighted average number of ordinary shares used in calculating
diluted earnings/(loss) per share
Basic and diluted loss per share (cents per share)
781,874,724
-
706,909,660
-
781,874,724
706,909,660
(0.24)
(0.21)
Non-dilutive securities
As at balance date, 42,266,535 unlisted options (30 June 2019: 44,321,429) which represent potential ordinary
shares were not dilutive as they would decrease the loss per share.
41
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2020
24.
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
2020
$
1,795
475,563
16,605
493,963
2019
$
432
395,785
16,605
412,821
(b) Reconciliation of the loss from ordinary activities after income tax to the net cash flows used in
operating activities
Loss from ordinary activities after income tax
Non-cash items:
Depreciation
Amortisation right of use asset
Exploration revaluation
Exploration written-off
Share-based payments expense
Sale of fixed assets
Foreign currency translation reserve
Exchange movement
Change in operating assets and liabilities:
Decrease (Increase) in prepayments
Decrease (Increase) in receivables
Decrease (Increase) in right of use asset
Increase (Decrease) in trade creditors and accruals
Increase (Decrease) in lease liability
Increase (Decrease) in employee provisions
Net cash outflows used in operating activities
(c)
Stand-By Credit Facilities
2020
$
2019
$
(1,889,675)
(1,513,571)
20,575
18,594
(77,157)
-
91,553
(312)
127,000
9,244
14,198
63,063
(74,376)
17,523
-
21,659
46,993
-
-
(4,824)
(24,842)
37,722
-
83,544
56,844
24,546
(1,532,359)
21,901
-
(4,782)
(1,394,127)
As at 30 June 2020 the Consolidated Entity has a business credit card facility available totaling $20,000 of which
$124 (2019: $10,400) was utilised.
42
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2020
25. 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:
Weighted
Average
Effective
Interest
%
Funds
Available at a
Floating
Interest Rate
$
Fixed
Interest
Rate
$
Assets/
(Liabilities)
Non-Interest
Bearing
$
Note
Total
$
2020
Financial assets
Cash and cash equivalents
2019
Financial assets
Cash and cash equivalents
24(a)
0.2%
475,563
16,605
1,795
493,963
24(a)
0.3%
395,785
16,605
432
412,821
(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.
2020
$
176,901
118,322
4,530
4,480
2019
$
198,862
81,238
4,836
4,591
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
AUD weakens against MZN
AUD strengthens against GNF
AUD weakens against GNF
2020
$
Profit /(Loss)
2019
$
Profit /(Loss)
(5,858)
5,858
(5)
5
(11,762)
11,762
(250)
250
43
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2020
(c)
Credit Risk
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 $48,753 (2019: $152,190) as detailed in Note 6. Included in the trade receivables of $43,861 at 30 June 2020,
$29,444 were due in less than 6 months and $19,309 were due between 6-12 months. The Company has assessed
the exposure to credit losses as low and has not made any provision for credit losses and will continue to review
long outstanding receivables.
(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.
26.
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 19.
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 $32,237
(2019: $33,296).
44
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2020
27.
CONTINGENT ASSETS AND LIABILITIES
There were no material contingent liabilities not provided for in the financial statements of the Consolidated Entity
as at 30 June 2020 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 exploration interest relating to these claims were subsequently sold on the 8 July 2020.
PacMoz, Lda Minority Acquisition
During the previous year, the Company acquired the 40% minority stake in PacMoz, Lda from the PacMoz, Lda
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 including agreed specific conditions over the subsequent twelve month period. On the 14 May 2020
the 5,000,000 shares were issued to Ms Lloyd.
Yarri East Joint Venture Tenements
A contingent asset exists from the sale of Yarri East which include a 1.0% Net Smelter Royalty (NSR) of which
RBR’s share is 0.49%. Black Cat Syndicate Limited also assumes responsibility for all environmental liabilities and
approvals regarding the transfer of the tenements.
28.
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 8 July 2020 the Company announced the sale of its interests in the Yarri East tenements.
• On 8 July 2020, the Company held a General Meeting of Members seeking approval for Directors to participate
in a recent placement.
• On 27 August 2020 the Company went into a trading halt due to information from the UK Department for
International Development, that there were potential funding reductions and the Skills for Employment program
was being reviewed.
45
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2020
29.
PARENT COMPANY
(a)
Financial Position
As at 30 June 2020
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
2020
$
2019
$
1,849,943
620,909
2,470,852
1,656,463
1,656,463
814,389
1,251,881
493,688
1,745,569
1,473,320
1,473,320
272,249
21,074,431
888,837
(21,148,879)
814,389
19,478,467
816,906
(20,023,124)
272,249
(1,125,755)
-
(1,125,755)
(1,120,890)
-
(1,120,890)
RBR Group Limited has not entered into a deed of cross guarantee with its wholly-owned Australian subsidiary.
(c)
Contingent liabilities
RBR Group Limited had no contingent liabilities at 30 June 2020 (2019: Nil).
(d)
Capital commitments
RBR Group Limited’s capital commitments are disclosed in Note 21.
46
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2020
30. ASSETS HELD FOR SALE
RBR had the following Joint Venture Interest which at 30 June 2020 was held for sale and subsequently announced
as sold on the 8 July 2020.
The exploration asset was revalued at fair value of $98,000 less costs of $3,000 and reclassified as an asset held
for sale at 30 June 2020.
Peters Dam Joint Venture (Silver Lake Resources Limited (“Silver Lake”) 69%, RBR diluting)
The Peters Dam Joint Venture comprises approximately 6km2 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 600m from the Penny’s Find Gold
Project currently in development. The project also contains several historic gold workings. To date Newmont has
conducted a detailed geophysical interpretation, soil sampling and aircore drilling over the project.
The Term Sheet sets out the basic terms of the FJV Agreement as follows:
• Newmont has contributed expenditure of $75,000 and has elected to earn a 51% interest upon additional
Expenditure of $925,000 by 31 October 2019, the second anniversary 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 $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.
47
DIRECTORS’ DECLARATION
In the opinion of the Directors of RBR Group Limited (“the Consolidated Entity”):
(a)
the financial statements and notes, set out on pages 14 to 40, 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 2020 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 2020.
This declaration is made in accordance with a resolution of the Directors.
Signed at Perth this 28th day of August 2020.
Ian Macpherson
Executive Chairman
48
INDEPENDENT AUDITOR’S REPORT
49
INDEPENDENT AUDITOR’S REPORT (Continued)
50
INDEPENDENT AUDITOR’S REPORT (Continued)
51
INDEPENDENT AUDITOR’S REPORT (Continued)
52
ASX ADDITIONAL INFORMATION
Pursuant to the Listing Requirements of the Australian Stock Exchange Limited, the shareholder information set out below
was applicable as at 13 October 2020.
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 0.009 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
Fats Pty Ltd (Macib Super Fund A/C)
Richard Paul Horsfall
Fats Pty Ltd (Macib Family A/C)
Gurravembi Investments Pty Ltd
Perth Capital Pty Ltd
Linvana Thomson
Jan Adriaan Grobbelaar
Ragged Holdings Pty Ltd (Jon Young Family Fund)
Ashley Robert Brown
Richard A E Carcenac (Carcenac Super Fund A/C)
Paul Graham Clarke
BT Portfolio Services Ltd (Warrell Holdings Super Fund A/C)
Bremerton Pty Ltd (The Barlett Family Fund)
Anthony Violi
Hasit Shah & Shamit Shah & Amit Shah
Richard A E Carcenac & Tania J Carcenac (Carcenac Family A/C)
Colin Ikin
Harold Cripps Holdings Pty Ltd
Mrs Amity Brooke Johnson
Number of
Holders
113
61
37
335
402
948
428
Number of
Shares
21,214
138,061
277,308
16,685,521
983,607,982
1,000,730,086
7,594,943
Issued Ordinary Shares
Number of
Holders
104,188,158
40,508,743
39,327,270
31,483,334
28,000,000
22,857,143
21,500,000
20,825,000
20,142,859
20,000,000
18,628,570
18,553,157
18,436,192
18,285,715
16,250,000
15,858,000
15,810,000
13,295,624
11,500,000
10,000,000
505,449,765
Percentage of
Ordinary Shares
10.41%
4.05%
3.93%
3.15%
2.80%
2.28%
2.15%
2.08%
2.01%
2.00%
1.86%
1.85%
1.84%
1.83%
1.62%
1.58%
1.58%
1.33%
1.15%
1.00%
50.51%
53
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
E. Unquoted Securities
Shareholder Name
Performance Rights
R Carcenac Class 3 1
Options
Options exercisable at $0.014 each on or before 31 August 2021
Options exercisable at the 20-day VWAP of RBR Shares on or before 8
September 2022
Issued Ordinary Shares
Number of
Holders
87,388,175
Percentage of
Ordinary Shares
8.73%
Number of
Holders
Number of
Securities
1
7,500,000
29
15
42,266,535
18,090,260
Notes:
(1) Rights subject to performance criteria prior to 29 November 2020; the Company’s market capitalisation averaging
over a period of 30 consecutive trading days a daily average of not less than $10,000,000; and Mr Carcenac
completing 12 months of continuous employment with the Company following date of issue.
54
THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY
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