1
CORPORATE DIRECTORY
DIRECTORS
RBR GROUP LIMITED
ABN: 38 115 857 988
Ian Macpherson
Executive Chairman
Athol Emerton
Non-Executive Director
Paul Horsfall
Non-Executive Director
Matthew Worner (appointed 25 October 2021)
Non-Executive Director
COMPANY SECRETARY
Patrick Soh (resigned 4 May 2022)
Melissa Fee (appointed 4 May 2022)
PRINCIPAL REGISTERED
OFFICE
Level 2, 33 Colin Street
West Perth
Western Australia 6005
PO Box 534
West Perth
Western Australia 6872
Telephone: +61 8 9214 7500
Email: info@rbrgroup.com.au
Website: www.rbrgroup.com.au
AUDITOR
SHARE REGISTRY
Dry Kirkness (Audit) Pty Ltd (formerly Butler Settineri (Audit) Pty Ltd)
Ground Floor, 50 Colin Street
West Perth
Western Australia 6005
Automic Group
Level 5, 191 St Georges Terrace
Perth
Western Australia 6000
Telephone: 1300 288 664
STOCK EXCHANGE LISTING
ASX Code: RBR
2
ANNUAL REPORT
For the year ended 30 June 2022
Contents
CHAIRMAN’S LETTER………………………………………………………………………………………………………...
DIRECTORS’ REPORT………..………………………………………………………………………………………………
AUDITOR’S INDEPENDENCE DECLARATION……………………………………………………………………………
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME………………
CONSOLIDATED STATEMENT OF FINANCIAL POSITION……………………………………………………………...
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY……………………………………………………………...
CONSOLIDATED STATEMENT OF CASH FLOWS……………………………………………………………………….
NOTES TO THE FINANCIAL STATEMENTS……………………………………………………………………………….
DIRECTORS’ DECLARATION………………………………………………………………………………………………...
INDEPENDENT AUDITOR’S REPORT………………………………………………………………………………………
ASX ADDITIONAL INFORMATION…………………………………………………………………………………………...
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48
3
CHAIRMAN’S LETTER
Dear Shareholder,
Welcome to the 2022 Annual Report for your Company.
This time last year I made reference to our continuing optimism in building a successful labour services business in East Africa
(specifically Mozambique) notwithstanding the significant challenges we have encountered in recent years.
Twelve months on we maintain our view that development of the world scale LNG projects in the north of the Country, in
particular the Total project, will proceed although there is little clarity as to precise timeframes for recommencement.
Aside from the Total LNG project we referenced the further opportunity to secure contracts of significance elsewhere in the
country, notably in south and central Mozambique including the gas field development projects being undertaken near
Temane, Inhambane province by the South African-based Sasol.
As announced to ASX on 20 September operating subsidiary Projectos Dinamicos Lda (“PD”) secured its first contract for
construction of temporary site facilities at the Temane project area. At the time of writing PD has responded to further Requests
for Tender at Temane.
In addition, the group have made the decision to relocate the accommodation and associated infrastructure assets secured
from Wentworth camp and to construct a 100 person multiuser camp at Temane for accommodation of the various contractors
and subcontractors to the Project.
With a restructured team, new office facilities in Temane and improved working capital position of PD we are accelerating our
business activities, not only in the capital of Maputo but importantly directly in the provincial locations of these world scale
projects in the central and northern regions of the country.
In just the past month the Group has made significant progress; addressing our previously “challenged” working capital
position. The Company has concluded an interim capital raise of $320k by way of a small placement and commitment of
convertible loan funds. The placement was priced on the basis of a 30-day VWAP, no discount and direct to investors with no
broker involvement required. In addition, we have been advised that all prerequisites for repatriation of a further $300k from
Mozambique have been satisfied; the first tranche of those monies being received this week.
Importantly, the capital injection was the first stage of a planned broader alignment of our business with private financial
services entity Tennant Group (“Tennant”). South African based Tennant has built a significant presence in the African
continent with a focus on employee benefits, skills training, administration and payroll services, retirement planning and more
recently Insurance. Tennant are looking to expand beyond Africa and are looking at opportunities in Australia which in turns
add to the logic of our two groups working more closely together.
With the assistance of Tennant, the Company is working on the structure and execution of a larger finance facility of up to
USD$2.0m. The exact form of the facility is subject to agreement of the parties and ASX compliance but will likely be by way
of an issue of a preference or convertible security. The funding will be applied to working capital to expand our operational
reach and service offerings both in Africa and Australia and to satisfy any residual liability on the existing convertible note debt
of the company not otherwise repaid or converted.
Further detail is contained in our ASX release of 30 September.
With the Temane operations underway, improved capital position and the ongoing support of Tennant we can move forward
into the 2023 calendar year with greater confidence.
In closing, on behalf of your Board, I would like to express our appreciation for the efforts of the management teams in
Mozambique and to our shareholders, thank you for your continued support.
Ian Macpherson
Executive Chairman
4
FINANCIAL REPORT
For the year ended
30 June 2022
5
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 2022.
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.
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).
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.
Athol Emerton – MICS
Non-Executive Director
Appointed 19 August 2019
Mr Emerton has over 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 36 years ago, Mr Emerton has grown the business into one of the premier
logistics and ships agency enterprises in the region.
Paul Horsfall – Hons.B.Compt C.A.(S.A.) F.Inst.Dir.
Non-Executive Director
Appointed 14 May 2020
Mr Horsfall 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.
Mr Horsfall 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.
Mr Horsfall has been on the Board or as an Advisor to many companies over the past six years across diversified businesses.
Mr Horsfall has strong leadership and mentorship skills in developing and training people. Mr Horsfall is an Honorary Life
Member & Board Director of the American Chamber of Commerce in South Africa.
Mr Horsfall is currently Group Chief Executive Officer and shareholder within the Tennant Group.
6
DIRECTORS’ REPORT (Continued)
Matthew Worner – Hons.B.Compt C.A.(S.A.) F.Inst.Dir.
Non-Executive Director
Appointed 25 October 2021
Mr Worner is a former lawyer with more than 20 years experience in the mining and energy sector having worked with a
number of ASX companies as a Company Secretary and Director. Mr Worner has a strong understanding of the ASX Listing
Rules, the Corporations Act, IPO’s, and Capital Raisings. Mr Worner has overseen the completion of multiple asset
acquisitions and divestments across the globe, including the USA, and maintains strong connections with regulatory bodies,
governments and capital markets.
Mr Worner is a Director of Talon Energy Limited (ASX: TPO), and public unlisted companies D3 Energy Limited and Patriot
Lithium Limited.
Paul Graham-Clarke – B.Sc. (Tokyo)
Non-Executive Director
Appointed 16 December 2015
Resignation 30 November 2021
Richard Carcenac – B.Sc. Eng. (Civil), MBA
Chief Executive Officer and Executive Director
Appointed 16 June 2015
Resignation 24 October 2021
COMPANY SECRETARY
Melissa Fee – BSc (Hons), Masters of Accounting, CA.
Appointed 4 May 2022
Ms Fee works as a Corporate Advisor at Grange Consulting Group, a boutique provider of Company Secretarial and Financial
Services. She has spent the last 7 years working across the mining, technology and manufacturing sectors and specialises in
financial management and financial reporting services.
Ms Fee is a qualified chartered accountant, a member of Chartered Accountants Australia and New Zealand and holds a
Masters of Accounting from Curtin University.
Patrick Soh – B.Bus., CPA.
Resigned 4 May 2022
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 Group during the financial year focused on the provision of labour services in
Mozambique. The Group operates via wholly owned subsidiaries Futuro Skills Mozambique, Lda (“Futuro Skills”), Futuro
People, Lda and Futuro Business Services, Lda in the provision of training, labour, and professional services in Mozambique.
The Company also owns 50% of accommodation camp construction and services business Projectos Dinamicos, Lda (“PD”),
held through an investment by Futuro Skills.
DIVIDENDS
No dividend has been paid since the end of the previous financial year and no dividend is recommended for the current year.
7
DIRECTORS’ REPORT (Continued)
REVIEW OF OPERATIONS AND ACTIVITIES
Despite the difficulties encountered in the Group’s Mozambique operations throughout the year under review, RBR Group
Limited (“RBR”) maintained its focus and efforts on developing its services and profile in-country in order to maximise the
significant opportunities that will materialise with the recommencement of ramp up and construction of the onshore facilities
for the LNG projects in Cabo del Gado in the north in addition to the LPG expansion project to the south of the country in
Inhambane.
The Company’s plans remain unchanged, that is, to capitalise on these huge project opportunities by providing a
comprehensive, integrated solution to the challenge of identifying, recruiting and upskilling local workers to accepted
standards; accommodating them in purpose-built camps for training both on and off the job until they are deemed fully
competent, and managing their employment and placement with client companies.
Having dealt with the tragedy and immediate financial impact following the insurgency in Palma in March 2021; the Group had
to manage a significant economic downturn across the country, which was further impacted by the global COVID-19 pandemic.
Nevertheless, the offshore development of ENI’s FLNG has progressed well. The vessel has been delivered and is processing
gas with first commercial deliveries planned for later this year. Further exploration of the Coral fields are planned. The Company
remains firmly of the view that construction and development of the very northern Palma LNG project will recommence
notwithstanding they remain on hold and the development timeframe unknown. In the interim the Company has identified the
best near-term opportunity to secure sustainable contract revenue is via its investment in camp provider and manager
Projectos Dinamicos (“PD”).
Following settlement of the contract dispute in relation the Wentworth camp contract and payment of the outstanding
contractual monies in February 2022; PD had sufficient capital to both add personnel and increase its marketing activities.
Throughout the balance of the year PD re-focused on alternative project opportunities in the south of the Country near the
town of Temane, Inhambane Province in particular, where South African O&G major SASOL is expanding its existing gas
facilities and additional corporate investment is taking place. The Group reacted rapidly and has established offices, business
licences and a management team in Temane.
As reported in the June Quarterly Report PD was awarded preferred tenderer on its first contract at Temane with the
contractual terms finalised and announced 20 September 2022.
Given the continued Military control of Palma and contractual “force majeure” on all contractors to the TotalEnergies LNG
consortium project, PD resolved to secure and remove all remaining Wentworth camp assets. These have been successfully
relocated to storage in Pemba and are currently being staged through to Temane.
Notwithstanding the departure from Wentworth the Company maintains communication with both the lease holder and all
parties that are still pursuing the Total LNG contract opportunities. RBR remains ready to re-engage on the project at very
short notice.
As referred to in the accompanying Chairman’s letter, PD has subsequently resolved to relocate these existing assets for
construction of a dedicated accommodation and training facility at Temane for multi-client use.
Outside of Mozambique, the Company maintains a watching brief and presence in Guinea, West Africa via its joint venture
with training and recruitment group Sepis SARL. The Company continues to explore Australian opportunities structured around
a partnership model.
From a financial performance perspective, the Group achieved its first operating profit in the year under review. This result
was despite the difficulties encountered as outlined above.
Most recently the Company has announced the plan for a closer alignment of our business activities with South African based
Tennant Group, the first stage of which was the raising of $320k in capital and is now looking to secure a greater working
capital facility with the assistance of Tennant. It is the intent that part proceeds of that facility will be applied to satisfying the
repayment of existing convertible note debts of the parent company.
Corporate and Financial Position
As at 30 June 2022 the Consolidated Group had cash reserves of $3,764,629 (2021: $1,975,535). The net profit/(loss) after
tax, for the year was $2,562,547 (2021: loss of $2,134,842).
During the financial year 5,640,260 ordinary shares were issued by the Company at $0.0049 on the conversion of options.
8
DIRECTORS’ REPORT (Continued)
Risk Management
The Board is responsible for the oversight of the Consolidated Group’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. Since resignation of the Chief Executive
Officer this responsibility has been assumed by the Board.
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 Group.
ENVIRONMENTAL REGULATION AND PERFORMANCE
The Consolidated Group’s principle activities of training, labour broking and business services has minimal environmental
impact. During the current financial year, activity has predominantly been attributable to the camp accommodation projects
managed by operating entity and 50% owned subsidiary, Projectos Dinamicos Lda (“PD”). 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 earnings/(loss) per share
Diluted earnings/(loss) per share
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
2022
Cents
0.037
0.036
2021
Cents
(0.158)
(0.158)
In the opinion of the Directors there were no significant changes in the state of affairs of the Consolidated Group that occurred
during the financial year under review.
OPTIONS OVER UNISSUED CAPITAL
Unlisted Options and Performance Rights
During the financial year there were no unlisted options or performance rights issued by the Company.
Company had issued the following options:
• 18,090,260 conversion options with an exercise price of 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 a Notice of Exercise is given in respect of the
option, which expired 8 September 2022.
Since 30 June 2022 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.
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 Group to affect substantially the operations of the Consolidated Group, the
results of those operations or the state of affairs of the Consolidated Group in subsequent financial years except for the
following:
•
In July 2022, the Company informed the Western Australian regulator, Training Accreditation Council, of the intent to de-
register the Registered Training Organisation, Freelance Support Pty Ltd, effective 27 July 2022.
• On 8 September a total of 12,450,000 unlisted options with an exercise price of $0.011 expired.
• Post year end the Company commenced discussions with South African based financial services entity Tennant Group
with the aim of securing a financing facility of up to US$2.0m. Funds to be utilised for general working capital to expand
operations in addition to settling the Company’s existing convertible note debt as detailed in note 15. At the date of this
report the structure and quantum of that facility are being finalised, subject to compliance with ASX and requisite securities
legislation.
• An initial $320k in capital was raised from Tennant Group. This is by way of a $20k placement to the Managing Director of
Tennant Group and a $300k interest free, unsecured convertible loan. The convertible loan is subject to Shareholder
approval which will be sought at the upcoming AGM.
• On 26 September the Company received $150,265; the first tranche of the repatriation funds from Mozambique.
9
DIRECTORS’ REPORT (Continued)
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
RBR is developing and growing the business units described in the “Review of Operations and Activities” (page 8) 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 Group
are as follows:
Directors
Ian Macpherson
Executive Chairman
Appointed 18 October 2010
Athol Emerton
Non-Executive Director
Appointed 19 August 2019
Paul Horsfall
Non-Executive Director
Appointed 14 May 2020
Matthew Worner
Non-Executive Director
Appointed 25 October 2021
Ordinary
Shares
Unlisted
Options (i)
87,014,285
110,663,157
43,367,530
-
-
-
-
-
Notes:
(i) The options are conversion options with 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 a Notice of Exercise is given in respect of the option and expired
8 September 2022.
DIRECTORS’ MEETINGS
The number of meetings of the Consolidated Group’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
M Worner
Meetings Attended
7
3
7
4
7
4
Meetings held while
a director
7
3
7
4
7
4
During the year, the Board completed regular information updates via video and telephone conference with formal Board
meetings completed for the approval of resolutions.
10
DIRECTORS’ REPORT (Continued)
REMUNERATION REPORT
Recommendation 8.1 of the ASX Corporate Governance Council’s Corporate Governance Principles and 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 Group and Executive Officers
of the Consolidated Group 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 Group and the activities which it undertakes and is appropriate in aligning Director and
Executive objectives with shareholder and business objectives.
Directors receive a superannuation guarantee contribution required by the government, which is currently 10.5% per annum
(10% for the financial year 2022) 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 Group 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 Group’s Non-Executive Directors is disclosed
below notwithstanding the approved maximum of $200,000 and the policy of fair remuneration. Remuneration fees for Non-
Executive Directors are not linked to the performance of the Consolidated Group. However, to align Directors’ interests with
shareholder interests, the Directors are encouraged to hold shares in the Consolidated Group.
Senior Executives and Management
The Consolidated Group aims to reward executives with a level of remuneration commensurate with their position and
responsibilities within the Consolidated Group so as to:
•
•
•
Reward executives of the Consolidated Group and individual performance against targets set by reference to appropriate
benchmarks;
Reward executives in line with the strategic goals and performance of the Consolidated Group; 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.
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.
11
DIRECTORS’ REPORT (Continued)
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 and resigned 24
October 2021. 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;
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:
2022
Directors
I Macpherson – Executive
Chairman
R Carcenac – Chief Executive
Officer (iv)
A Emerton – Non-Executive
P Graham-Clarke – Non-
Executive(v)
P Horsfall – Non-Executive
M Worner – Non-Executive (ii)
Total
2021
Directors
I Macpherson – Executive
Chairman
R Carcenac – Chief Executive
Officer
A Emerton – Non-Executive
P Graham-Clarke – Non-
Executive
P Horsfall – Non-Executive
Short-term Benefits
Post-
Employment
Base
Salary/Fees
Suspended
Fees (i)
Superannuation
Contributions
Other
Annual
Leave
Payout
Equity
Compensation
Performance
Rights (iii)
$
$
$
$
Total
$
101,030
71,933
37,600
8,333
33,000
-
-
-
-
-
4,103
-
-
105,133
7,193
54,042
-
133,168
-
-
-
-
-
37,600
-
8,333
-
33,000
23,000
274,896
-
-
-
-
11,296
54,042
23,000
-
- 340,234
Base
Salary/Fees
Suspended
Fees (i)
Superannuation
Contributions
$
$
$
Other
$
Performance
Rights (iii)
$
Total
$
84,649
235,921
52,000
(2,667)
(8,333)
(7,000)
25,000
(5,000)
22,634
(2,634)
4,116
22,413
-
-
-
-
-
-
-
-
-
86,098
10,745
260,746
-
-
-
45,000
20,000
20,000
Total
420,204
(25,634)
26,529
- 10,745
431,844
Notes:
(i) Suspended fees as announced in the Quarterly Activities report on 30 April 2020 have since been paid and accrued to 30 June 2021.
(ii) M Worner was appointed as a Director on 25 October 2021.
(iii) Amounts represent value of performance rights expensed for the period.
(iv) R Carcenac resigned on 24 October 2021 and amounts disclosed for 2022 relate to the period 1 July 2021 - 24 October 2021.
(v) P Graham-Clarke resigned on 30 November 2021 and amounts disclosed for 2022 relate to the period 1 July 2021 – 30 November 2021.
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 2022.
12
DIRECTORS’ REPORT (Continued)
Loans
There were no 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 Group or their personally related entity are as follows:
Opening
Acquired Acquired on
Exercise of
Options(i)
Disposed/
Other
Changes(iii)
30 June Movement
Closing
(ii)
2022
Mr I Macpherson
Mr R Carcenac
Mr A Emerton
Mr P Graham-Clarke
81,014,286
4,400,000
38,719,780 -
110,663,157
24,435,565
1,600,000
- 87,014,286
- 87,014,286
-
-
(38,719,780)
- - 110,663,157
-
-
-
110,663,157
-
- (24,435,565)
-
-
-
-
- 4,040,260
-
-
- 43,367,530
- -
39,327,270
-
Mr P Horsfall
Mr M Worner
2021
Mr I Macpherson
Mr R Carcenac
Mr A Emerton
Mr P Graham-Clarke
Mr P Horsfall
Notes:
(i) These relate to options that were converted to shares on 17 February 2022.
(ii) Movement represents change in holding from 30 June to date of issued Financial Report.
(iii) Other changes include movements in shares relating to Directors that resigned during the year, and therefore did not hold any shares in
58,714,285 22,300,001
35,041,210
3,678,570
96,948,872 13,714,285
20,864,135
3,571,430
19,125,970 20,201,300
81,014,286
-
-
38,719,780
- 110,663,157
24,435,565
-
39,327,270
-
81,014,286
38,719,780
110,663,157
24,435,565
39,327,270
- 43,367,530
-
-
-
-
-
-
-
-
-
-
-
-
their capacity as Director at 30 June 2022.
Movement in Options
The aggregate numbers of options of the Company held directly, indirectly, or beneficially by Directors and Executive Officers
of the Consolidated Group or their personally related entity are as follows:
Opening
Acquired (i)
Exercised
Disposed/
Other
Changes(iii)
30 June Movement (ii) Closing
2022
Mr I Macpherson
Mr R Carcenac
Mr A Emerton
Mr P Graham-Clarke
Mr P Horsfall
Mr M Worner
2021
Mr I Macpherson
Mr R Carcenac
Mr A Emerton
Mr P Graham-Clarke
Mr P Horsfall
1,600,000 -
(1,600,000)
450,000
-
-
-
(450,000)
- -
-
-
-
-
1,600,000
-
4,040,260
-
-
-
-
-
2,857,143
1,600,000
800,000
2,500,000
714,286
1,892,893
450,000
1,600,000
-
4,040,260
- - 1,600,000 (1,600,000)
-
-
-
-
(4,040,260)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,457,143
(2,857,143)
1,600,000
1,250,000
4,100,000
714,286
5,933,153
(800,000)
(2,500,000)
(714,286)
(1,892,893)
450,000
1,600,000
-
4,040,260
13
DIRECTORS’ REPORT (Continued)
Notes:
(i)
(ii)
(iii)
Conversion options with 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 a Notice of Exercise is given in respect of the option, expiring 8 September
2022, were issued following conversion of convertible notes on 8 September 2020.
Movement represents change in holding from 30 June to date of issued Financial Report and were a result of the conversion
options expiring as detailed in Note (i).
Other changes include movements in options relating to Directors that resigned during the year, and therefore did not hold any
options in their capacity as Director at 30 June 2022.
There were no amounts payable on the issue of the options, and there are no performance conditions attached. All options
previously issued have now expired.
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 Group or their personally related entity are as follows:
Opening Conversion (i)
On
appointment
Closing
-
-
-
-
-
-
2022
Mr I Macpherson
Mr R Carcenac (ii)
Mr A Emerton
Mr P Graham-Clarke (iii)
Mr P Horsfall
Mr M Worner
2021
Mr I Macpherson
Mr R Carcenac
Mr A Emerton
Mr P Graham-Clarke
Mr P Horsfall
Notes:
(i) Conversion options with 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 a Notice of Exercise is given in respect of the option, were issued following conversion of
convertible notes on 8 September 2020 and expired 8 September 2022.
(80,000)
(22,500)
(80,000)
-
(202,013)
80,000
22,500
80,000
-
202,013
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(ii) R Carcenac resigned 24 October 2021.
(iii) P Graham-Clarke resigned 30 November 2021.
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
Performance Rights
R Carcenac Class 3 (i)
Notes:
(i) 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.
7,500,000 29 Nov 2018 Refer (i) below
N/A 29 Nov 2020
0.00689
14
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 Group or their personally related entity are as follows:
Opening
Granted
Vested
Expired
Closing
2022
Mr R Carcenac (i)
2021
Mr R Carcenac
Notes:
(i) R Carcenac resigned 24 October 2021.
-
7,500,000
-
-
-
-
-
(7,500,000)
-
-
OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL OF THE GROUP
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 2022 are sales $115,694 (2021: $105,968), payments $62,732 (2021: $90,296), trade
receivables $43,191 (2021: $2,618) and trade creditors $Nil ($69,492).
***
END OF REMUNERATION REPORT
****
INDEMNIFYING OFFICERS AND AUDITOR
During the year, the Company paid an insurance premium to insure certain officers of the Consolidated Group. The Officers
of the Consolidated Group 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 Group. The insurance policy does not contain details of the premium paid in respect
of individual officers of the Consolidated Group. 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 Group has not provided any insurance for an auditor of the Consolidated Group.
AUDITORS’ INDEPENDENCE DECLARATION
Section 370C of the Corporations Act 2001 requires the Consolidated Group’s auditors Dry Kirkness (Audit) Pty Ltd, to provide
the Directors of the Consolidated Group with an Independence Declaration in relation to the audit of the financial report. This
Independence Declaration is attached and forms part of this Directors’ Report.
NON-AUDIT SERVICES
A company related to Dry Kirkness (Audit) Pty Ltd 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 GROUP
2022
$
2021
$
2,700
3,175
No person has applied for leave of Court to bring proceedings on behalf of the Consolidated Group or intervene in any
proceedings to which the Consolidated Group is a party for the purpose of taking responsibility on behalf of the Consolidated
Group for all or any part of those proceedings. The Consolidated Group was not party to any such proceedings during the
year.
15
DIRECTORS’ DECLARATION
CORPORATE GOVERNANCE
In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of the Consolidated
Group support and have adhered to the principles of corporate governance. The Consolidated Group’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 30th day of September 2022
Signed in accordance with a resolution of the Directors
Ian Macpherson
Executive Chairman
16
AUDITOR’S INDEPENDENCE DECLARATION
17
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the year ended 30 June 2022
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
Doubtful debts expenses
Impairment of fixed assets
Impairment of intangibles
Lease liability interest expense
Interest expense
Other expenses
Profit/(Loss) before income tax
Income tax
Net Profit/(Loss) for the year after tax
Other comprehensive income that may be recycled to profit or
loss
Foreign currency translation adjustments
Total other comprehensive profit/(loss)
Total comprehensive profit/(loss)
Profit/(Loss) is attributable to:
Equity holders of RBR Group Limited
Non-controlling interests
Total comprehensive profit/(loss) is attributable to:
Equity holders of RBR Group Limited
Non-controlling interests
Earnings per share
Basic earnings/(loss) per share (cents per share)
Diluted earnings/(loss) per share (cents per share)
Notes
2
8
13
8
9
13
3
5
2022
$
2021
$
3,739,944
(483,185)
3,256,759
(471,518)
(132,471)
(45,445)
(299,231)
(86,462)
(115,210)
(61,097)
(72,780)
-
2,480,101
(626,348)
(49,898)
(13,533)
(231,623)
(780,519)
2,750,725
(188,178)
2,562,547
71,066
71,066
2,633,613
472,921
2,089,626
2,562,547
601,261
2,032,352
2,633,613
2,674,597
(581,005)
2,093,592
(683,446)
(106,106)
(55,438)
(182,027)
(88,718)
(41,262)
(37,974)
(102,340)
(10,745)
(2,287,694)
-
(100,000)
(4,498)
(143,149)
(385,037)
(2,134,842)
-
(2,134,842)
(140,669)
(140,669)
(2,275,511)
(1,720,188)
(414,654)
(2,134,842)
(1,862,999)
(412,512)
(2,275,511)
22
22
0.037 cents
0.036 cents
(0.158) cents
(0.158) cents
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the
Consolidated Group’s accompanying notes.
18
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2022
Notes
2022
$
2021
$
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade receivables
Other assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Plant and equipment
Intangibles
Right of use asset
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
Provisions
Loan
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
8
9
13
11
12
14
13
15
13
12
16(a)
17
10(b)
3,764,629
304,644
28,217
4,097,490
1,680,734
-
185,207
1,865,941
5,963,431
104,992
354,959
462,416
69,063
1,950,761
2,942,191
124,964
151,993
31,134
308,091
3,250,282
2,713,149
1,975,535
446,839
34,160
2,456,534
2,184,983
49,898
19,380
2,254,261
4,710,795
388,646
73,216
2,125,522
20,693
2,050,761
4,658,838
-
-
-
-
4,658,838
51,957
24,245,323
911,855
(24,044,246)
1,112,932
1,600,217
2,713,149
24,217,744
783,515
(24,517,168)
484,092
(432,135)
51,957
The above Consolidated Statement of Financial Position should be read in conjunction with the Consolidated Group’s
accompanying notes.
19
Notes
16(b)
16(b)
BALANCE AT 30 JUNE 2020
Loss for the year
Other comprehensive income
Total comprehensive income
Transactions with owners in their capacity as owners:
Non-controlling interest on business
combination
Shares issued during the year
Share issue costs
Performance rights and options
during the year
BALANCE AT 30 JUNE 2021
Profit for the year
Other comprehensive income
Total comprehensive income
Transactions with owners in their capacity as owners:
Non-controlling interest on business
combination
Shares issued during the year
Share issue costs
Performance rights and options
during the year
BALANCE AT 30 JUNE 2022
16(b)
16(b)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2022
Contributed
Equity
21,074,074
-
-
-
Share Option
Reserve
888,837
-
-
-
Foreign
Currency
Translation
Reserve
26,744
-
(142,811)
(142,811)
Accumulated
losses
(22,796,980)
(1,720,188)
-
(1,720,188)
Owners of the
parent
(807,325)
(1,720,188)
(142,811)
(1,862,999)
Non-
controlling
interest
(21,076)
(414,654)
2,142
(412,512)
Total
(828,401)
(2,134,842)
(140,669)
(2,275,511)
-
3,335,075
(191,405)
-
24,217,744
-
-
-
-
27,579
-
-
-
-
-
10,745
899,582
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(116,067)
-
128,340
128,340
(24,517,168)
472,921
-
472,921
-
-
-
-
-
-
-
-
-
1,454
1,454
3,335,075
(191,405)
10,745
484,092
472,921
128,340
601,261
-
27,579
-
-
-
-
-
(432,135)
2,089,626
(57,274)
2,032,352
-
-
-
-
3,335,075
(191,405)
10,745
51,957
2,562,547
71,066
2,633,613
-
27,579
-
-
24,245,323
899,582
12,273
(24,044,246)
1,112,932
1,600,217
2,713,149
The above Consolidated Statement of Changes in Equity should be read in conjunction with the Consolidated Group’s accompanying notes.
20
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2022
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees (inclusive of goods and
services tax)
Interest received
Convertible note interest paid
Income taxes refund/(paid)
Net cash provided by/(used in) operating activities
Cash flows from investing activities
Payments for plant and equipment
Proceeds from Sale of Prospects
Exploration and evaluation expenditure
Net cash (used in)/provided by 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 (used in)/provided by financing activities
Net increase in cash held
Cash at the beginning of the financial year
Exchange rate movements
Cash at the end of the financial year
Notes
2022
$
2021
$
6,542,391
356,543
(2,651,715)
(2,642,032)
364
(231,623)
(65,678)
3,593,739
(78,148)
-
-
(78,148)
-
(1,631,973)
(93,169)
27,579
(100,000)
-
(1,797,563)
1,718,028
1,975,535
71,066
3,764,629
231
(148,355)
430
(2,433,183)
(34,648)
98,000
(3,000)
60,352
29,314
(40,617)
(42,222)
2,375,100
1,750,000
(290,644)
3,780,931
1,408,100
493,963
73,472
1,975,535
23(b)
23(a)
The above Consolidated Statement of Cash Flows should be read in conjunction with the Consolidated Group’s accompanying
notes.
21
NOTES TO THE FINANCIAL STATEMENTS
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 Group”), 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 Group’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
These financial statements have been prepared on the going concern basis, which contemplates the continuity of normal
business activities and the realisation of assets and settlement of liabilities in the normal course of business.
As disclosed in the financial statements, the Group made a profit after tax for the year of $2,562,547 (2021: Loss of
$2,134,842). At 30 June 2022 the Group had cash assets of $3,764,629 (2021: $1,975,535) and net cash inflow from operating
activities of $3,593,739 (2021: cash outflow $2,433,183). This positive result for the year was largely due to the settlement of
the contract dispute in relation to the Wentworth camp project in Mozambique and funds were received in the second half of
the financial year. However, at 30 June 2022 the Group has current liabilities of $2,942,191 (2021: $4,658,838) due to be
settled or re-negotiated in the near term. This condition is indicative of the existence of a material uncertainty that may cast
significant doubt about the Group’s ability to continue as a going concern.
The ability of the Group to continue as a going concern is dependent on securing additional funding, either through raising
equity or securing additional debt financing.
The Directors are satisfied they will be able to raise additional working capital as required and thus it is appropriate to prepare
the financial statements on a going concern basis. In arriving at this position, the Directors have considered the following
matters:
•
The Group is in ongoing discussions with a South African based financial services entity Tennant Group, with the aim of
securing a financing facility of up to US$2.0m. Funds will be utilised for the purpose of settling the Group’s existing
convertible note debt as detailed in Note 15 and contribute to the working capital of the Group. At the date of this report,
$320k has been committed;
The Group is in discussions with convertible note holders in relation to re-negotiating the terms of the convertible notes;
The Group has the ability to implement cost cutting measures to reduce the working capital required by over the next 12
months;
Key shareholders have confirmed willingness to financially support the Group via a debt or equity event;
Cash on hand as at 30 June 2022 of $3,764,629; and
A history of successfully completing capital raisings over the preceding financial period.
•
•
•
•
•
Should the entity not be able to continue as a going concern, it may be required to realise its assets and discharge its liabilities
other than in the ordinary course of business, and at amounts that differ from those stated in the financial statements and that
the financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts
or liabilities that might be necessary should the entity not continue as a going concern.
(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. Detailed information
about each of these estimates and judgements is included in the relevant note:
- Uncertain tax position – Note 5
-
Impairment of fixed assets – Note 8
22
NOTES TO THE FINANCIAL STATEMENTS (Continued)
(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 have been accounted for using the purchase method of accounting. The purchase method
of accounting involves allocating the cost of the business combination to the fair value of the assets acquired and the liabilities
and contingent liabilities assumed at the date of acquisition.
Accordingly, the consolidated financial statements include the results of the subsidiaries for the period from their acquisition.
(d)
Business Combinations
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business
combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of assets transferred
by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interest issued by the Group
in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognised at their fair value at the
acquisition date, except that:
•
•
deferred tax assets or liabilities and assets or liabilities related to employee benefit arrangements are recognised and
measured in accordance with IAS 12 and IAS 19 respectively;
assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 are measured in accordance
with that Standard.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests
in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the
acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the
acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration
transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held
interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.
(e)
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.
(f)
Foreign Currency Translation
The financial statements are presented in Australian dollars, which is RBR Group Limited’s functional and presentation
currency.
23
NOTES TO THE FINANCIAL STATEMENTS (Continued)
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.
(g)
Revenue Recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Consolidated Group and the
revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised
(Refer to Note 2 for further details).
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. Projectos Dinamicos Lda
provides camp accommodation for the Mozambique LNG Project.
Interest income
Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial asset.
(h)
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.
(i)
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.
(j)
Plant and Equipment
Each class of plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation and
impairment losses.
Plant and equipment
Plant and equipment are stated at cost less accumulated depreciation and any impairment in value. Plant and equipment
include camp infrastructure, including camp modules and fixtures & fittings.
The carrying values of plant and equipment 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.
24
NOTES TO THE FINANCIAL STATEMENTS (Continued)
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
10 - 67%
(k)
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.
(l)
Payables
These amounts represent liabilities for goods and services provided to the Consolidated Group 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.
(m)
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.
(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
25
NOTES TO THE FINANCIAL STATEMENTS (Continued)
conversion option is not remeasured in the subsequent years. The corresponding interest on convertible notes is expensed to
profit or loss.
(q)
Share-based payment transactions
The Company provides benefits to employees (including Directors and Consultants) of the Consolidated Group 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 Group 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 Group. These risks include credit risk, liquidity risk and market risk
from the use of financial instruments. The Consolidated Group 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 Group’s 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 Group 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 2021. The adoption of the new and revised
Standards and Interpretations had no change to the group’s accounting policies.
(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 Group for the annual reporting period ended 30 June 2022. The adoption of
these new pronouncements is not expected to have an impact on the Consolidated Group.
26
NOTES TO THE FINANCIAL STATEMENTS (Continued)
2.
OTHER INCOME
Revenue
Revenue from training services (i)
Revenue from payroll services (ii)
Revenue from business services (iii)
Revenue from Projectos Dinamicos, Lda (iv)
Revenue from sale of Data
Other income
Interest
2022
$
2021
$
58,397
252,263
151,579
3,270,142
5,000
2,199
364
3,739,944
129,050
147,517
75,214
2,280,085
5,000
37,500
231
2,674,597
Notes:
(i)
(ii)
(iii)
(iv)
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.
Payroll and HR services are based on a percentage of the total payroll and billed following completion of the payroll service.
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.
PD settled a contract dispute in relation to the Wentworth camp contract. Settlement funds were received in the second half of the
financial year.
3.
EXPENSES
Contributions to employee’s superannuation plans
Depreciation - plant and equipment
Amortisation - right of use asset
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
Projectos Dinamicos - other
PacMoz - other
Futuro Business Services - other
Other
2022
$
19,930
115,210
61,097
-
(46,640)
12,387
50,019
44,909
(373,240)
891,570
-
35,455
72,546
46,873
780,519
2021
$
34,730
41,262
37,974
10,745
11,265
78,181
53,492
78,467
(478,290)
528,113
17,821
32,625
57,691
16,937
385,037
27
NOTES TO THE FINANCIAL STATEMENTS (Continued)
4.
AUDITORS’ REMUNERATION
Dry Kirkness (Audit) Pty Ltd (Including component auditors Perfect
Partners - Mozambique)
Audit and review of the financial statements
Taxation Services – company related to Dry Kirkness (Audit) Pty Ltd
2022
$
2021
$
47,073
2,700
49,773
38,500
3,175
41,675
5.
INCOME TAX
(a)
Income tax expense
The income tax expense for the year is $188,178 (2021: $Nil).
2022
$
Numerical reconciliation of income tax expense to prima facie tax payable
2,750,725
(b)
Profit/(Loss) from continuing operations before income tax expense
2021
$
(2,134,842)
Prima facie tax expense/(benefit) at the Australian tax rate of 25% (2021:
26%)
Tax effect of amounts which are not deductible (taxable) in calculating
taxable income:
Non-deductible expenses
Non-assessable income
Overseas projects income and expenses
Other allowable expenditure
Deferred tax asset not brought to account
Income tax expense
687,681
(555,059)
22,027
-
(772,233)
(30,531)
281,234
188,178
12,667
9,750
274,654
(34,473)
292,461
-
As disclosed in Note 2, proceeds from the settlement of the dispute in relation to the Wentworth camp project
were received during the year resulting in a profit for the 50% owned subsidiary. This is expected to result in a
taxable result for the Company for the tax year ending 31 December 2022. However, the amount of tax payable
is uncertain as it is dependent on the operating expenses and revenue for the remainder of the year. Refer to
Note 12 for the provision recognised in relation to income tax.
Tax losses
(c)
Unused tax losses for which no deferred tax asset has been recognised
Potential tax benefit at 25%
21,286,569
5,321,642
20,011,771
5,203,060
(d)
Unrecognised deferred tax
Unrecognised deferred tax assets
Provisions
Blackhole expenditure
Capital raising fees
Lease liabilities
Carry forward tax losses
(18,705)
52,202
-
22,464
5,321,642
5,377,603
(8,000)
-
76,579
5,408
5,203,060
5,277,047
No deferred tax asset has been recognised for the above balance as at 30 June 2022 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
-
-
(e)
Franking credits balance
The Consolidated Group has no franking credits as at 30 June 2022 available for use in future years (2021: $Nil).
28
NOTES TO THE FINANCIAL STATEMENTS (Continued)
6.
TRADE RECEIVABLES
Current
Trade receivables
Projectos Dinamicos, Lda accrued revenue
Projectos Dinamicos, Lda doubtful debt
Projectos Dinamicos, Lda tax receivables
Other receivables
2022
$
127,012
-
-
-
177,632
304,644
2021
$
77,705
2,280,085
(2,280,085)
289,879
79,255
446,839
Trade receivables represent outstanding amounts owed by customers. Other receivables include GST/VAT and other tax
assets.
7.
OTHER ASSETS
Current
Prepayments
8.
PLANT AND EQUIPMENT
Plant and office equipment
At impaired cost
Accumulated depreciation
2022
$
2021
$
28,217
34,160
2022
$
2021
$
1,981,649
(300,915)
1,680,734
2,355,660
(170,677)
2,184,983
Reconciliation
Reconciliation of the carrying amounts for each class of plant and equipment are set out below:
Plant and office equipment
Carrying amount at beginning of the year
Additions
Disposals
Impairment
Depreciation
Foreign currency differences
Carrying amount at the end of the year(i)
2022
$
2021
$
2,184,983
78,148
-
(626,348)
(115,210)
159,161
24,967
2,225,455
-
-
(41,262)
(24,177)
1,680,734
2,184,983
Notes:
(i)
Included in the above carrying value, are assets of $1,590,812 (2021: $2,159,457), held by PD which were in temporary storage at 30 June 2022 pending
relocation.
In March 2021, there was an attack on the town of Palma by insurgents where PD had a camp accommodation project. As a
result of the attack, the camp experienced some minor structural damage. Post the insurgency the Mozambique military took
control of the town of Palma and access was denied to all non-military personnel. In the ensuing months the camp experienced
extensive looting of movable, but insured, items. Insurance claims for US $1,242,922 (MZN 78,552,698) had been submitted.
As at 30 June 2022 the insurance claims are still in progress. However, based on the most recent legal advice in country the
Group decided it was prudent to partially impair the fixed assets by a value of $626,348, which has been recognised in the
Statement of Profit or Loss and Other Comprehensive Income. This represents management’s best estimate of the carrying
value of the fixed assets held within PD at 30 June 2022.
29
NOTES TO THE FINANCIAL STATEMENTS (Continued)
9.
INTANGIBLES
Goodwill of Freelance Support Pty Ltd
Reconciliation
Cost brought forward
Goodwill impairment of PacMoz, Lda
Goodwill impairment of Freelance Support
2022
$
-
-
2021
$
49,898
49,898
2022
$
49,898
-
(49,898)
-
2021
$
149,898
(100,000)
-
49,898
Subsequent to year end, it was announced that Freelance Support Pty Ltd would be de-registered (Refer to Subsequent
Events Note, note 27) and therefore the goodwill was impaired to nil as at 30 June 2022.
10.
INTERESTS IN OTHER ENTITIES
(a)
Material Subsidiaries
Particulars in relation to the Controlled Group
RBR Group Limited is the parent entity.
Name of Controlled Entity
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)
Projectos Dinamicos, Lda (vi)
Country of
incorporation
Class of
Shares
Equity Holding
Australia
Mozambique
Mozambique
Mozambique
Mozambique
Mozambique
Guinea
Mozambique
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
2022
100%
100%
100%
100%
59.4%
59.4%
60%
50%
2021
100%
100%
100%
100%
59.4%
59.4%
60%
50%
Notes:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
RBR purchased 100% of the issued capital of Freelance Support Pty Ltd on 11 January 2016.
RBR Incorporated Futuro Skills Mozambique, Lda on 9 July 2015.
RBR Incorporated Futuro Business Services, Lda on 24 May 2017.
Parent entity owner PacMoz, Lda. These entities are dormant.
RBR Incorporated Futuro Skills Guinee SARL on 21 February 2018.
RBR purchased 50% of the issued capital of Projectos Dinamicos, Lda on 12 March 2021.
30
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Non-controlling interests (NCI)
(b)
Set out below is summarised financial information for Projectos Dinamicos, Lda that has non-controlling interests that are
material to the Group. The amounts disclosed are before inter-company eliminations.
Summarised Balance Sheet
Current Assets
Current Liabilities
Current Net assets/(liabilities)
Non-current Assets
Non-current Liabilities
Non-current Net assets
Net Assets/(liabilities)
Accumulated NCI
Summarised Statement of Profit or Loss & Other Comprehensive
Income
Revenue
Income tax expense
Profit/(Loss) for the year after tax
Other Comprehensive Income
Total Comprehensive Income
Profit/(Loss) allocated to NCI
Dividends paid to NCI
Summarised Statement of Cashflows
Cashflows from/(used in) operating activities
Cashflows from/(used in) investing activities
Cashflows from/(used in) financing activities
Net increase/(decrease) in cash and cash equivalents
11.
TRADE AND OTHER PAYABLES
Current (Unsecured)
Trade creditors
Other creditors and accruals
12.
PROVISIONS
Current
Provision for income tax
Employee entitlements
Other provisions
Projectos Dinamicos, Lda
2022
$
2021
$
2,427,867
(591,912)
1,835,955
(878,782)
(2,218,480)
(3,097,262)
1,589,108
-
1,589,108
2,157,886
-
2,157,886
3,425,063
(939,376)
1,727,974
(410,870)
2022
$
3,265,105
188,178
4,171,435
(57,274)
4,114,161
2,085,717
2021
$
2,280,085
-
(824,648)
2,142
(822,506)
(412,324)
-
-
2022
$
2021
$
5,142,554
(405,411)
(1,707,423)
(1,001,970)
1,050,745
-
3,029,720
48,775
2022
$
107,640
(2,648)
104,992
2021
$
221,280
167,366
388,646
2022
$
126,042
28,001
200,916
354,959
2021
$
(1,425)
74,641
-
73,216
Provision for income tax relates to the likely tax payment in relation to the dispute settlement in PD. Employee entitlements
are a calculation of leave owing to employees. Other provisions relates to deferred taxes in Mozambique.
31
NOTES TO THE FINANCIAL STATEMENTS (Continued)
2022
$
151,993
151,993
2021
$
-
-
Non-current
Other provisions
13.
LEASES
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
Foreign exchange impact
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
2022
$
2021
$
19,380
221,606
(60,875)
5,096
185,207
69,063
124,964
194,028
(61,097)
(13,533)
415,448
2,664
55,782
1,572
(37,974)
-
19,380
20,293
-
20,293
(37,974)
(4,498)
444,697
2,664
(511,281)
(434,522)
(a)
Office leases
The Group leases land and building for its office space in Australia with a rental term of one year and in Mozambique with a
rental term of three years. The lease for the offices in Australia has an option to renew, which has been included in the
calculation of the lease asset as it is likely the Company will exercise the option to renew.
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.
32
NOTES TO THE FINANCIAL STATEMENTS (Continued)
14.
LOAN
Current (Unsecured)
Projectos Dinamicos, Lda (“PD”) partner loan (i)
Insurance funding
2022
$
462,416
-
462,416
2021
$
2,125,522
-
2,125,522
Note:
(i) As at 30 June 2022 the partner loan with PD relates to the investment contribution by the 50 per cent other shareholders. RBR Group
Limited and its controlled entities (“the Group”) own the remaining PD 50 per cent shareholding. Within PD the Group has an inter-
company loan of $0.93M (2021: 1.24M) which is eliminated on Consolidation.
15.
CONVERTIBLE NOTES
During the year $100,000 of the (“RBRCN”) Convertible Notes was repaid and no new convertible notes were issued in relation
to either of the Convertible Notes detailed below. As at 30 June 2022, there remain 300,000 RBRCN and 1,750,000 RBRCN1
Convertible Notes on issue. On 22 January 2019, the Company had originally issued 1,304,513 RBRCN Convertible Notes at
a face value of $1.
Balance at the beginning of the year
Convertible Notes issued during the year
Amounts Repaid during the year
Convertible notes transaction costs
Balance at the end of the year
2022
2021
2,050,761
-
(100,000)
-
1,950,761
400,000
1,750,000
-
(99,239)
2,050,761
(a)
The key terms of the 300,000 RBRCN 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 $300,000 at
30 June 2022.
Maturity Date: The Notes will mature on 7 October 2022.
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.
33
NOTES TO THE FINANCIAL STATEMENTS (Continued)
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.
(b)
The key terms of the 1,750,000 RBRCN1 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 $1,750,000
at 30 June 2022.
Maturity Date: The Notes will mature on 25 November 2022.
Interest: The Notes shall bear interest at the rate of 11% 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 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 higher of $0.01 and a 20% discount to the 10 day
VWAP immediately prior to receipt of the Conversion Notice, but in any event not less than $0.01; issue Options to the
Noteholder for $0.0001 consideration per option on the basis that the Noteholder is entitled to 1 Option of every 4 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 $0.0001 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 higher of
$0.01 or 20% discount to the 10 day VWAP immediately prior to conversion (Exercise Price) 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 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.
34
NOTES TO THE FINANCIAL STATEMENTS (Continued)
16.
CONTRIBUTED EQUITY
(a)
Ordinary Shares
1,287,620,346 (2021: 1,281,980,086) fully paid ordinary shares
24,245,323
24,217,744
2022
$
2021
$
(b)
Share Movements during the Year
Beginning of the financial year
New share issues during the year
Director placement (i)
Share based payment (ii)
Conversion of Convertible Notes (iii)
Placement Tranche 1 (iv)
Placement Tranche 2 (iv)
Conversion of options (v)
Less costs of share issues
2022
2021
Number of
Shares
1,281,980,086
-
-
-
-
-
5,640,260
-
1,287,620,346
$
Number of
Shares
$
24,217,744
884,484,168
21,074,074
-
-
-
-
-
27,579
-
24,245,323
25,014,285
780,333
90,451,300
249,207,105
32,042,895
-
-
1,281,980,086
175,100
5,462
904,513
1,993,657
256,343
-
(191,405)
24,217,744
Notes:
(i)
(ii)
(iii)
(iv)
(v)
Director placement shares approved at the general meeting on 8 July 2020.
Share based payment to Everest Corporate Pty Ltd.
Conversion of 904,513 convertible notes.
Placement shares issued following capital raise announcement on 28 January 2021.
Conversion of options on 17 February 2022 with issue price $0.0048896 and expiry 08/09/2022.
(c)
Share Option Reserve
Beginning of the financial year
Movements during the year
Performance rights and option amortised
during the year
R Carcenac Class 3 Performance Rights
expiry
Conversion options issued (i)
Conversion of options (i)
Options expired (ii)
2022
Options/
Rights
60,356,795
$
899,582
2021
Options/
Rights
49,766,535
$
888,837
-
-
-
10,745
-
-
(5,640,260)
(42,266,535)
12,450,000
-
-
-
-
899,582
(7,500,000)
18,090,260
-
-
-
60,356,795
-
899,582
Notes:
(i)
(ii)
Conversion options with a conditional exercise price, expiring 8 September 2022.
Options with an exercise price of $0.014 expiring 31 August 2021.
(d)
Unlisted Options
2022
None issued during the year
2021
Unquoted conversion options (1
option for 5 Conversion shares) (i)
Issue date
Expiry date
Number of
options
Exercise
Price
Weighted
average
value cents
-
-
-
-
-
8 Sep 2020
8 Sep 2022
18,090,260
N/A
N/A
Notes:
(i)
Conversion options with a conditional exercise price, expiring 8 September 2022.
35
NOTES TO THE FINANCIAL STATEMENTS (Continued)
During the financial year there were no options issued to staff under the RBR Share Option Plan (refer Note 18).
(e)
Performance Shares
During the year all performance rights had expired, and no new Performance Rights were issued.
(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 Group’s activities, the Consolidated Group does not have ready access to credit facilities,
with the primary source of funding being equity raisings. Therefore, the focus of the Consolidated Group’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 Group’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 Group 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
2022
$
3,764,629
304,644
28,217
(104,992)
(354,959)
(69,063)
3,568,476
2021
$
1,975,535
446,839
34,160
(388,646)
(73,216)
(20,693)
1,973,979
No dividend has been paid since the end of the previous financial year and no dividend is recommended for the current year.
36
NOTES TO THE FINANCIAL STATEMENTS (Continued)
17.
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
Balance at the end of the year
2022
$
2021
$
899,582
12,273
911,855
899,582
(116,067)
783,515
2022
$
2021
$
899,582
-
-
899,582
888,837
-
10,745
899,582
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
2022
$
2021
$
(116,067)
128,340
12,273
26,744
(142,811)
(116,067)
The foreign currency translation reserve is used to record currency differences arising from the translation of financial
statements of foreign operations.
18. 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 Group held on 26 November 2020. All eligible Directors,
Executive Officers, Employees and Consultants of RBR Group Limited who have been continuously employed by the
Consolidated Group are eligible to participate in the Plan.
The Plan allows the Consolidated Group 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.
19.
RELATED PARTIES
Key management personnel
a)
Refer to the Remuneration Report contained in the Directors’ Report for details of the remuneration paid or payable to each
member of the Company’s key management personnel for the year ended 30 June 2022.
The totals of remuneration paid to the KMP of the Company during the year are as follows:
2022
$
2021
$
Short-term employee benefits
Post-employment benefits
Other (i)
Share based payments
274,896
394,570
11,296
54,042
26,529
-
-
10,745
340,234
431,844
Note:
(i) This relates to the annual leave payout for CEO Richard Carcenac, following his resignation in October 2021.
37
NOTES TO THE FINANCIAL STATEMENTS (Continued)
b)
Loans to Director and key management personnel
There were no loans to key management personnel during the year.
c)
Other transactions with Director and key management personnel
During the year the Company incurred the following transactions with related parties:
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 2022 are sales $115,694 (2021: $105,968), payments $62,732 (2021: $90,296), trade
receivables $43,191 (2021: $2,618) and trade creditors $Nil ($69,492).
20.
EXPENDITURE COMMITMENTS
(a)
Operating Lease Commitments
The Consolidated Group has entered into commercial leases for office premises in Mozambique and Australia. These leases
have been accounted for under AASB16 with the recognition of a right of use asset and lease liability in the financials (Refer
to Note 13).
Within one year
After one year but not more than five years
(b)
Capital Commitments
The Consolidated Group had no capital commitments at 30 June 2022 (2021: $Nil).
2022
$
2021
$
-
-
-
2,943
-
2,943
21.
SEGMENT INFORMATION
The Consolidated Group 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 30/6/2022
Revenue
Operating Profit (Loss) before tax
Income Tax
Net Profit (Loss) after tax
Segment Assets
Segment Liabilities
Asia-Pacific
$
56,989
(1,090,918)
-
(1,090,918)
325,394
2,130,690
Africa
$
3,682,955
3,841,6431
(188,178)
3,653,465
5,638,037
1,119,592
Total
$
3,739,944
2,750,725
(188,178)
2,562,547
5,963,431
3,250,282
1.
Included within the Operating Profit/(Loss) for segment Africa is an impairment expense of $626,348 relating to an impairment of fixed assets.
38
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 30/6/2021
Revenue
Operating Profit (Loss) before tax
Income Tax
Net Profit (Loss) after tax
Segment Assets
Segment Liabilities
22.
EARNINGS/ (LOSS) PER SHARE
Asia-Pacific
$
76,401
(1,078,481)
-
(1,078,481)
1,657,869
2,288,720
Africa
$
2,598,196
(1,056,361)
-
(1,056,361)
3,052,926
2,370,118
Total
$
2,674,597
(2,134,842)
-
(2,134,842)
4,710,795
4,658,838
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
2022
$
2021
$
472,921
(1,720,188)
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 earnings/(loss) per share (cents per share)
Diluted earnings/(loss) per share (cents per share)
1,284,035,304
23,214,563
1,087,970,506
-
1,307,249,867
1,087,970,506
0.037
0.036
(0.158)
(0.158)
23.
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
2022
$
3,334
3,744,690
16,605
3,764,629
2021
$
6,715
1,952,215
16,605
1,975,535
(b)
Reconciliation of the loss from ordinary activities after income tax to the net cash flows used in
operating activities
Profit/(Loss) from ordinary activities after income tax
Adjustments for:
Depreciation
Amortisation right of use asset
Goodwill impairment
Impairment of fixed assets
Items relating to financing activities
Provision for tax liability
Share-based payments expense
Foreign currency translation
Change in operating assets and liabilities:
Decrease/(Increase) in prepayments
Decrease/(Increase) in receivables
Increase/(Decrease) in trade creditors and accruals
Increase/(Decrease) in provisions
Net cash inflows/(outflows) used in operating activities
39
2022
$
2021
$
2,562,547
(2,134,842)
115,210
61,097
49,898
626,348
39,580
188,178
-
-
41,262
37,974
100,000
-
-
-
10,745
(248,172)
5,943
142,195
(442,815)
245,558
3,593,739
(7,584)
(343,733)
93,299
13,370
(2,437,681)
NOTES TO THE FINANCIAL STATEMENTS (Continued)
(c)
Stand-By Credit Facilities
As at 30 June 2022 the Consolidated Group has a business credit card facility available totaling $20,000 of which $1,167
(2021: $299) was utilised.
24.
FINANCIAL INSTRUMENTS
The Consolidated Group's activities expose it to a variety of financial risks and market risks. The Consolidated Group'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 Group.
(a)
Interest Rate Risk
The Consolidated Group’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
$
2022
Financial assets
Cash and cash equivalents
2021
Financial assets
Cash and cash equivalents
23(a)
0.01%
3,744,690
16,605
3,334
3,764,629
23(a)
0.02%
1,952,215
16,605
6,715
1,975,535
(b)
Foreign currency exchange risk
The Consolidated Group undertakes certain transactions denominated in foreign currencies, hence exposures to exchange
rate fluctuations arise. The carrying amount of the Consolidated Group’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:
2022
2021
5,633,514
1,114,408
4,523
5,184
3,049,167
2,366,095
3,759
4,022
The Consolidated Group is exposed to Mozambique Metical (MZN) and Guinea Franc (GNF) currency fluctuations.
The following table details the Consolidated Group’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
40
2022
$
Profit /(Loss)
2021
$
Profit /(Loss)
(451,911)
451,911
66
(66)
(68,307)
68,307
(26)
26
NOTES TO THE FINANCIAL STATEMENTS (Continued)
(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 Group 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 Group had trade receivables of $127,012
(2021: $77,705) as detailed in Note 6, due within 12 months.
(d)
Liquidity Risk
The liquidity position of the Consolidated Group 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 11 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 Group 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.
25.
EMPLOYEE ENTITLEMENTS AND SUPERANNUATION COMMITMENTS
Employee Entitlements
The aggregate employee entitlement liability is disclosed in Note12.
Directors, Officers, Employees and Other Permitted Persons Option Plan
Details of the Consolidated Group’s Directors, Officers, Employees and Other Permitted Persons Option Plan are disclosed in
Note18.
Superannuation Commitments
The Consolidated Group 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 $19,930 (2021:
$34,730).
26.
CONTINGENT ASSETS AND LIABILITIES
There were no material contingent liabilities not provided for in the financial statements of the Consolidated Group as at 30
June 2022.
41
NOTES TO THE FINANCIAL STATEMENTS (Continued)
27.
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 Group to affect substantially the operations of the Consolidated Group, the
results of those operations or the state of affairs of the Consolidated Group in subsequent financial years except for the
following:
•
In July 2022, the Company informed the Western Australian regulator, Training Accreditation Council, of the intent to de-
register the Registered Training Organisation, Freelance Support Pty Ltd, effective 27 July 2022.
• On 8 September a total of 12,450,000 unlisted options with an exercise price of $0.011 expired.
• Post year end the Company commenced discussions with South African based financial services entity Tennant Group
with the aim of securing a financing facility of up to US$2.0m. Funds to be utilised for general working capital to expand
operations in addition to settling the Company’s existing convertible note debt as detailed in Note 15. At the date of this
report the structure and quantum of that facility are being finalised, subject to compliance with ASX and requisite securities
legislation.
• An initial $320k in capital was raised from Tennant Group. This is by way of a $20k placement to the Managing Director of
Tennant Group and a $300k interest free, unsecured convertible loan. The convertible loan is subject to Shareholder
approval which will be sought at the upcoming AGM.
• On 26 September the Company received $150,265; the first tranche of the repatriation funds from Mozambique.
28.
PARENT COMPANY
(a)
Financial Position
As at 30 June 2022
Assets
Total current assets
Total non-current assets
Total Assets
Liabilities
Total current liabilities
Total non-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
2022
$
2021
$
3,463,592
547,709
4,011,302
2,078,686
52,004
2,130,690
1,880,611
4,694,419
486,854
5,181,273
2,288,720
-
2,288,720
2,892,553
24,245,680
899,582
(23,264,650)
1,880,611
24,218,101
899,582
(22,225,130)
2,892,553
(1,039,520)
-
(1,039,520)
(1,076,251)
-
(1,076,251)
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 2022 (2021: Nil).
(d)
Capital commitments
RBR Group Limited’s capital commitments are disclosed in Note 20.
42
DIRECTORS’ DECLARATION
In the opinion of the Directors of RBR Group Limited (“the Consolidated Group”):
(a)
the financial statements and notes, set out on pages 18 to 42 are in accordance with the Corporations Act 2001, including:
(i)
complying with Accounting Standards in Australia and the Corporations Regulations 2001 and other mandatory
professional reporting requirements; and
(ii) giving a true and fair view of the financial position of the Consolidated Group as at 30 June 2022 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 Executive
Chairman and the Company Secretary for the financial year ended 30 June 2022.
This declaration is made in accordance with a resolution of the Directors.
Signed at Perth this 30th day of September 2022.
Ian Macpherson
Executive Chairman
43
INDEPENDENT AUDITOR’S REPORT
44
INDEPENDENT AUDITOR’S REPORT (Continued)
45
INDEPENDENT AUDITOR’S REPORT (Continued)
46
INDEPENDENT AUDITOR’S REPORT (Continued)
47
Pursuant to the Listing Requirements of the Australian Stock Exchange Limited, the shareholder information set out below
was applicable as at 16 September 2022.
ASX ADDITIONAL INFORMATION
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 0.005 cents price) of securities are:
C. Twenty Largest Shareholders
The names of the twenty largest holders of quoted shares are listed below:
Shareholder Name
Mr Athol Emerton
Mr Ashley R Brown
Mr Richard P Horsfall
Ms Nicole Gallin & Mr Kyle Haynes (GH Super Fund A/C)
Fats Pty Ltd (Macib Family A/C)
Social Investments Pty Ltd
Perth Capital Pty Ltd
Ironfury Pty Ltd (The David Dunn Family A/C)
Mr Jan A Grobbelaar
Ragged Holdings Pty Ltd (Jon Young Family Fund A/C)
Mr Richard A E Carcenac & Mrs Tania J Carcenac (Carcenac Super Fund A/C)
Mr Paul Graham-Clarke
Fats Pty Ltd (Macib Family A/C)
Mr Athol Murray Emerton
Mr Hasit Shah & Mr Shamit Shah & Mr Amit Shah
Mr Richard A E Carcenac & Mrs Tania J Carcenac (Carcenac Family A/C)
Mr Joseph M Vucetic & Ms Clara Gala (The JC Supernova S/F 2 A/C)
Mr Anthony Violi
Mr Mohammed A Asem
Fats Pty Ltd (Macib Family A/C)
Total
Number of
Holders
117
60
35
354
512
1,078
516
Number of
Shares
20,737
136,627
259,308
19,220,893
1,267,982,781
1,287,620,346
14,563,956
Issued Ordinary Shares
Number of
Shares
87,388,175
52,000,000
43,367,530
34,440,497
33,083,334
30,000,000
22,857,143
21,165,934
20,825,000
20,142,859
18,628,570
18,553,157
16,919,999
16,799,983
15,858,000
15,810,000
15,000,000
14,250,000
14,063,615
12,500,000
523,653,796
Percentage of
Ordinary
Shares
6.79%
4.04%
3.37%
2.67%
2.57%
2.33%
1.78%
1.64%
1.62%
1.56%
1.45%
1.44%
1.31%
1.30%
1.23%
1.23%
1.16%
1.11%
1.09%
0.97%
40.67%
48
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
Athol Emerton and Associated Entities
Ian Macpherson and Associated Entities
E. Unquoted Securities
As at the date of this report, there are no unquoted securities on issue.
Issued Ordinary Shares
Number of
Shares
110,663,157
87,014,286
Percentage of
Ordinary Shares
8.59%
6.76%
49
Level 2, 33 Colin Street, West Perth, Western Australia, 6005
Po Box 534, West Perth, Western Australia, 6872
Telephone: +61 8 9214 7500
Email: info@rbrgroup.com.au
www.rbrgroup.com.au
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