Renaissance Uranium Limited
Annual Report 2011
DIRECTORS
AUSTRALIAN BUSINESS NUMBER
90 135 531 341
David Macfarlane
David Christensen
Geoffrey McConachy
Andrew Martin
Stephen Bizzell
SECRETARY
Angelo Gaudio
ADMINISTRATION AND REGISTERED
OFFICE
SHARE REGISTRY
63 King William Street
Kent Town SA 5067
Phone: + 61 8 8363 1589
Fax: +61 8 8363 1654
Website: www.renaissanceuranium.com.au
Link Market Services Limited
ANZ Building
Level 15, 324 Queen Street
Brisbane Qld 4000
Phone: +61 2 8280 7454
Fax: +61 2 92870303
SOLICITORS
AUDITORS
HopgoodGanim Lawyers
Level 8, Waterfront Place
1 Eagle Street
Brisbane Qld 4000
Phone: + 61 7 3024 0000
Fax: +61 7 3024 0300
McDonald Steed McGrath Lawyers
262-266 Pirie St
Adelaide SA 5000
Phone: +61 8 8223 5088
Fax: +61 8 8223 5290
BDO Audit (QLD) Pty Ltd
Level 18
300 Queen Street
Brisbane Qld 4000
Phone: +61 7 3237 5999
Fax: +61 7 3221 9227
Competent Persons Statement
The exploration results reported herein, insofar as they relate to mineralisation, are based on information compiled by
Mr. G. W. McConachy (fellow of the Australasian Institute of Mining and Metallurgy) who is a director of Renaissance.
Mr. McConachy has sufficient experience relevant to the style of mineralisation and type of deposits being considered
to qualify as a competent person as defined by the 2004 edition of the Australasian code for reporting of exploration
results, mineral resources and ore reserves (the JORC code, 2004 edition). Mr. McConachy consents to the inclusion
in the report of the matters based on his information in the form and context in which it appears.
Renaissance Uranium Limited
Annual report June 2011
Contents
Chairman’s letter to shareholders
Review of operations
Directors' report
Auditor's independence declaration
Shareholder information
Corporate governance statement
Financial statements
Consolidated statement of comprehensive income for the year ended 30 June 2011
Consolidated statement of financial position as at 30 June 2011
Consolidated statement of changes in equity for the year ended 30 June 2011
Consolidated statement of cash flows for the year ended 30 June 2011
Notes to the consolidated financial statements for the year ended 30 June 2011
Directors' declaration
Independent auditor's report to the members
1
2
11
22
23
25
31
32
33
34
35
65
66
These financial statements are the consolidated financial statements of the consolidated entity consisting of
Renaissance Uranium Limited and its subsidiaries. The financial statements are presented in the Australian
currency.
Renaissance Uranium Limited is a company limited by shares, listed on the Australian Securities Exchange
(ASX) under the code "RNU" and incorporated and domiciled in Australia. Its registered office and principal
place of business is:
Renaissance Uranium Limited
63 King William Street
Kent Town SA 5067.
A description of the nature of the consolidated entity's operations and its principal activities is included in the
review of operations on pages 2 to 10 and in the directors' report on pages 11 to 21, both of which are not part of
these financial statements.
The financial statements were authorised for issue by the directors on 26 September 2011. The directors have
the power to amend and reissue the financial statements.
Through the use of the internet, we have ensured that our corporate reporting is timely and complete. All press
releases,
our website:
financial
www.renaissanceuranium.com.au.
information
statements
available
other
and
are
on
1 | RENAISSANCE URANIUM LIMITED Annual Report 2011
Review of operations
Chairman’s Letter to Shareholders
Dear Shareholders,
It is with great pleasure that I present Renaissance Uranium’s inaugural Annual Report as an ASX-listed company.
I am delighted to report that through our fully underwritten initial public offering in December 2010, we successfully
raised $8 million, highlighting the confidence in our experienced team and the quality of our exploration prospects in
South Australia and the Northern Territory.
During the short few months since our IPO, the company has rewarded this confidence by delivering tangible results
from our initial exploration programs, as we have quickly and effectively identified and drilled multiple targets and have
prepared additional prospects for imminent drill programs.
Our strategy has, and will continue, to focus on prospects for near-term, economic discoveries on projects where we
are able to pass quickly through initial reconnaissance exploration phases into targeted drilling. This strategy has
already yielded advanced prospects for sandstone-hosted uranium at our Pirie Basin Project and IOCGU/Hillside-style
copper at our Glensea Prospect.
We are also particularly encouraged by the gold prospects of our Cutana Project, where infill geochemical sampling
recently confirmed the existence of multiple gold-enriched target zones in close proximity to the currently operational
White Dam Gold mine. Pending clearances, we expect to soon commence an aggressive first-pass drill program
aimed at proving up an economic gold deposit.
As we move forward through the current year, we expect our advanced projects at Cutana, Pirie Basin and Glensea
will offer material prospects for significant value enhancement from forthcoming drill programs. Similarly, as we
progress our reconnaissance phase projects into first pass drilling, we expect additional opportunities for economic
discoveries.
Our strategic focus on prospects with potential for near-term economic discoveries is especially relevant due to the
volatility experienced in the uranium sector over the past year. As a result of a tsunami-induced accident at Japan’s
Fukishima Daiichi nuclear power plant in March 2011, there has been understandable concern regarding the safety of
nuclear power generation, and this has resulted in the exit from our sector of some short-term investors. Whilst near
term supply and demand balance has inevitably been affected, we remain of the view that new uranium sources will be
needed to meet global demand. Whilst we await the decisions of the Japanese Government on the future of a
number of the temporarily shut down generators, there is still some uncertainty over the required timing for newly
discovered uranium deposits, and we have factored this into our programs in prioritising our drill targets.
Consequently, our work over the past year has not been limited to pure-play uranium exploration, and we have
accordingly been rewarded with new strong prospects for gold at Cutana and copper at Glensea. Our tenement
portfolio also offers, in particular, additional gold and IOCGU prospects, as well as uranium. While uranium prices
have stagnated since Fukishima, the past year has been especially strong for gold and copper, both of which continue
to trade at or near record levels. As we continue advancing our exploration projects into the important drilling
phases in the current year, we will focus our efforts on those projects where near-term, targeted drill programs are
most likely to rapidly deliver economic mineral deposits. With our current projects, as well as an experienced
management team and a very strong cash position, we look forward with great enthusiasm to our prospects for the
current year.
Once again, on behalf of my Board and fellow shareholders, I thank our Managing Director David Christensen and the
entire Renaissance team for their dedicated work and flexible approach during an exciting and challenging first year.
I also extend a sincere thank you to shareholders for your continued support.
Yours faithfully,
David Macfarlane
Review of operations
Annual Report 2011 RENAISSANCE URANIUM LIMITED | 2
Review of Operations
Since listing in December 2010, Renaissance Uranium Limited (the company) has undertaken an aggressive
exploration program over its substantial tenement portfolio and has quickly established its potential to deliver
significant shareholder value through the discovery of economic mineral deposits.
Our initial exploration efforts have resulted in three projects progressing into advanced stages, with our conceptual
model confirmed from drilling and site sampling. These projects differ in terms of target mineralisation, offering
prospects for gold at our Cutana Project, uranium at our Pirie Basin Project, and copper, with a potential uranium
credit, at our Glensea Prospect. In prospectivity terms, however, the projects are similar: each offers
shareholders the potential of significant value appreciation from imminent drill programs. Highlights from
exploration activities on these projects include:
• Cutana Project. From geochemical soil sampling, we have identified multiple zones of strongly
anomalous gold in areas immediately north and south of the recently commissioned White Dam gold mine.
These gold prospects display comparable gold geochemistry to defined gold areas within the White Dam
area, offering the strong prospect of developing a similar near-term gold operation within the company’s
project area.
• Pirie Basin Project. In the company’s maiden drilling program, we intersected elevated uranium levels,
with gamma responses at intervals of up to 11 metres @ 102 ppm eU3O8 in basement clays. This initial
reconnaissance drilling confirmed the Pirie Basin Project’s prospectivity as an ISR-amenable uranium
deposit, as drilling intersected thick sequences of porous Eocene sands (the host sequence of the nearby
Mullaquana uranium deposits) and overlaying Miocene calcareous sands in all 26 rotary mud holes within
the primary target area, with multiple holes within the sand layers displaying anomalous uranium levels
(peak response of 0.44 metres @ 84 ppm eU3O8).
• Glensea Prospect. At the Glensea Prospect, within the Pirie Basin Project area, we intersected strongly
elevated copper (12 metres at 0.42% copper) from 186 metres to end-of-hole from basement samples of
rotary-mud drilling into weathered basement. This copper intersection occurs on the margin of a strong
gravity gradient and adjacent to a magnetic anomaly, in an area of elevated copper mineralisation.
Coincident with the strong copper anomaly, we intersected elevated gold, uranium and rare earth elements,
suggesting possible IOCGU or Hillside-style mineralisation.
In addition, we have advanced several other projects through reconnaissance phases, identifying targets for on
site evaluation and creating additional prospects for economic discovery from near-term drill programs. These
reconnaissance stage projects include our Gairdner Project, where we have undertaken detailed ground magnetic
surveys, confirming IOCGU/skarn targets. Similarly, within our Farina Project, we have identified a prominent
conductor from an aeromagnetic survey over an historic copper mine in an area with untested radiometric
anomalies. Finally, in our Outalpa Project, we have identified several elevated gold zones, similar in style to
those identified in our nearby Cutana Project.
We have also expanded our tenement holdings by nearly 4,000 km2 by applying for mineral exploration tenements
in both South Australia and the Northern Territory. These new tenements, together with our active
reconnaissance exploration projects, provide us with a strong pipeline of potential projects for future growth and
development.
We are delighted to report that our health and safety record has been very strong, with no reportable events and no
workdays lost due to accidents. The company is committed to keeping a safe workplace and ensuring that all of
our employees and contractors remain vigilant to health and safety issues. We will continue to monitor our health
and safety management systems to minimise risks, incidents and injuries.
In the past year, we have had opportunities to engage positively with key groups with interests in the areas covered
by our mineral tenements, including landowners, traditional owners and the Government. We remain focused on
fostering strong working relationships with these groups, as well as all stakeholders, to deliver positive outcomes
for all concerned as we move forward in the coming year.
3 | RENAISSANCE URANIUM LIMITED Annual Report 2011
Review of operations
Key Project Review
Project
Location
Primary target
Status
Cutana
Southern Curnamona
Province (SA)
Gold
Pirie
Basin
Eastern Eyre Peninsula
(SA)
Sandstone-hosted
uranium
Glensea
Eastern Eyre Peninsula
(SA)
IOCGU/Hillside-style
copper
Gairdner
Gawler Craton (SA)
IOCGU/polymetallic
skarn-style
Farina
Western Frome Basin
(SA)
Copper-uranium
Outalpa
Southern Curnamona
Province (SA)
Gold
(cid:1) Initial and infill soil sampling completed
(cid:1) Gold drill targets identified
(cid:1) Target drilling planned
(cid:1) Initial reconnaissance drilling completed
(cid:1) Uranium mineralisation located
(cid:1) Further drilling planned
(cid:1) Initial reconnaissance drilling completed
(cid:1) Strong copper mineralisation intersected
(cid:1) Further drilling planned
(cid:1) Detailed ground magnetic survey
completed
(cid:1) IOCGU targets identified
(cid:1) Target drilling planned
(cid:1) Aeromagnetic (AEM) survey completed
(Geoscience Australia)
(cid:1) Conductors located over historic copper
mine
(cid:1) Detailed AEM survey planned
(cid:1) Limited soil sampling completed
(cid:1) Elevated gold zones detected
(cid:1) Comprehensive soil sampling planned
Review of operations
Annual Report 2011 RENAISSANCE URANIUM LIMITED | 4
Figure 1. South Australian Project Map
5 | RENAISSANCE URANIUM LIMITED Annual Report 2011
Review of operations
Cutana Project
Location:
Southern Curnamona Province (South Australia)
Tenements:
EL 4394 (100%)
Area:
782 km2
Target:
Gold and uranium
During the reporting period, the company conducted broad-spaced, multi-element geochemical soil sampling over the
Cutana Project, identifying multiple zones of strongly anomalous gold immediately north and southwest of the White
Dam gold mine, operated by Polymetals Mining Limited (ASX: PLY) in joint venture with Exco Resources Limited (ASX:
EXS). Each of these prospects displays comparable gold geochemistry to Exco and Polymetal’s Vertigo and Ambush
gold prospects. See Figure 2 (showing gold geochemistry from soil sampling over the company’s Cutana Project and
open file results for comparable soil sampling immediately south of White Dam, over Exco and Polymetal’s Vertigo and
Ambush gold prospects). In addition, two of the company’s newly defined prospects (Duffers Dam and Larry Macs)
share similarly high coincident copper and uranium geochemistry as Vertigo and Ambush. Two other new prospects
(Bulloo Mag and Heinrichs) display coincident aeromagnetic anomalies.
To prioritise anomalies within the defined prospects, the company recently completed close-spaced, infill geochemical
sampling. The assay results from this more detailed sampling program have confirmed the area’s gold prospectivity, and,
accordingly, the company is now preparing to conduct first pass drilling over defined targets.
Figure 2. Soil gold results for Cutana Project, merged with open file data for Exco and
Polymetal’s Vertigo and Ambush gold prospects
Review of operations
Annual Report 2011 RENAISSANCE URANIUM LIMITED | 6
Pirie Basin Project
Location:
Eastern Eyre Peninsula (South Australia)
Tenements:
EL 4400 (100%), EL 3978 (earning 75% from a subsidiary of Stellar Resources Limited (ASX: SRZ))
Area:
734 km2
Target:
Sandstone-hosted, ISR uranium
The primary focus of the Pirie Basin project is to locate sandstone-hosted uranium deposits (similar to Uranium SA’s
(ASX: USA) nearby Mullaquana uranium deposit) that are amenable to in situ recovery (ISR) mining. During the
reporting period, the company competed its initial drilling program over the project area, completing 31 rotary mud
holes (totalling approximately 4,300 metres) over wide-spaced (~2 kilometres) traverses primarily focused on the
eastern portion of EL 3978. See Figure 3. This initial, reconnaissance drilling program achieved two important
objectives:
• Elevated uranium mineralisation
confirmed within the project area.
Within the primary 10 x 30 kilometre
target zone in the eastern portion of
EL 3978, the company completed 26
rotary mud holes at two kilometre
intervals
two east-west and
north-south traverses. See Figure
results
3.
included elevated gamma
(peak
value of +75 ppm eU3O8) responses
in 18 holes.
Down-hole
logging
in
•
with
uranium-host
ISR-amenable
sequence identified. The initial
confirmed
drilling program
the
existence of
thick sequences of
ISR-amenable Eocene sands and
Miocene calcareous sands in all 26
holes in the eastern target zone.
Drilling encountered Miocene sands
associated
the Melton
Limestone and thick sequences of
dark grey to black Eocene sands and
lignite of the Kanaka Beds. The
sands, which the company considers
similar in appearance to the host
sequences of the Blackbush and
the
Plumbush
deposits
Mullaquana
are
coarse-grained and reduced with
inter-bedded
and
lignitic sediment and are developed
over significant thickness (up to 60
metres). The company considers
these sands to be particularly well
suited
ISR
mining.
carbonaceous
to extraction
deposits,
through
of
Figure 3. Pirie Basin Project. Drill hole locations in main
target area over eastern portion of EL 3978, overlaying
gravity image
Follow-up work on the Pirie Basin Project will focus again on the eastern target area and include closer-spaced drilling
over priority targets to locate uranium-mineralised trap sites within Eocene and Miocene sands.
7 | RENAISSANCE URANIUM LIMITED Annual Report 2011
Review of operations
Glensea Prospect
Location:
Eastern Eyre Peninsula (South Australia)
Tenements:
EL 3978 (earning 75% from a subsidiary of Stellar Resources Limited (ASX: SRZ)
Area:
50 km2
Target:
IOCGU or Hillside-style copper
The Glensea Prospect is located within EL 3978 of the company’s Pirie Basin Project. As part of its initial
reconnaissance drilling program over the Pirie Basin Project, the company conducted limited drill-testing of the
underlying basement, with a main basement target of highly enriched copper associated with iron-oxide,
copper-gold-uranium (IOCGU) mineralisation, similar to the Olympic Dam, Prominent Hill and Carrapateena
deposits. The rotary-mud drilling program, which also tested for uranium within overlaying sands, included
assays of the weathered basement clays in one drill hole (11RPBRM22) within the Glensea Prospect, utilising
two-metre chip samples composited over six-metre intervals. Highlights from this drilling include:
• Strongly elevated copper interval (12 metres at 0.42% copper) was intersected from 186 metres to
end-of-hole.
• The copper intersection occurs on the margin of a strong gravity gradient and adjacent to a magnetic
anomaly, in an area of elevated copper mineralisation.
• Elevated gold, uranium and rare earth elements associated with copper intersection suggest possible
IOCGU or Hillside-style mineralisation.
Follow-up work will include more comprehensive basement drilling of copper intersection, as well as more detailed
geophysical surveying and drilling in the wider prospect area.
Figure 4. Glensea Prospect. Drill holes, showing copper intersection on
magnetic image with Bouguer residual gravity contours
Review of operations
Annual Report 2011 RENAISSANCE URANIUM LIMITED | 8
Gairdner Project
Location:
Gawler Craton
Tenements:
EL 4775 (100%)
Area:
908 km2
Target:
IOCGU or poly-metallic skarn style
The company’s 100%-owned Gairdner Project (EL 4775), which is located in South Australia’s Gawler Craton, southwest
of the Olympic Dam IOCGU deposit, is targeting similar IOCGU style or poly-metallic skarn style deposits associated
with zones of elevated aeromagnetic relief.
The company recently completed a ground magnetic survey over the project area. The survey has delineated an area
of strong magnetic relief (shown in white in Figure 5 below) parallel to the inferred margin of intrusive Hiltaba granites.
This area of strong magnetics has not been previously tested, as earlier drilling in the area (DH-KK05R01) was sited on
gravity, with significantly lower magnetic response. Historical rock chip sampling in the area indicates possible granite
hornfels or skarn style base metal/silver anomalism to the northeast of the magnetic trend and significant nickel, cobalt
and copper anomalism associated with a magnetic mafic intrusive to the northwest. As follow-up work, the company
intends to drill the magnetic anomaly.
Figure 5. Gairdner Project. Detailed ground magnetics
9 | RENAISSANCE URANIUM LIMITED Annual Report 2011
Review of operations
Farina Project
Location:
Western Frome Basin (South Australia)
Tenements:
ELs 4676 and 4677 and ELAs 12/11 and 195/11 (each 100%)
Area:
2,541 km2
Target:
Copper-uranium
At the Farina Project in the Western Frome Basin of South Australia, the company has identified prominent
conductors from an aeromagnetic (AEM) survey over Luck at Last, a historic copper mine, in an area with untested
radiometric anomalies. See Figure 6. The company is particularly encouraged by the presence of a conductive
source over areas with both known copper mineralisation and high radiometric response.
The setting is consistent with the company’s model for the area of re-mobilised, epigenetic copper-uranium
mineralisation associated with major diapiric breccia along north-westerly trending faults.
The company has scheduled a detailed AEM survey, to be completed in the current quarter, over Luck at Last and
other delineated conductive zones to determine their extent and orientation, as well as to test for similar
associations with other copper workings and radiometric anomalies in the project area. Subsequently, the
company intends to drill-test defined targets for concealed deposits.
Figure 6. Farina Project. Electromagnetic image over historic copper mine
(from Geoscience Australia)
Review of operations
Annual Report 2011 RENAISSANCE URANIUM LIMITED | 10
Outalpa Project
Location:
Southern Curnamona Province (South Australia)
Tenements:
EL 4399 (100%)
Area:
287 km2
Target:
Gold
the
results
company
performed
favourable
systematic,
The
multi-element soil sampling over
limited
portions of its 100%-owned Outalpa Project in
northeast South Australia in March 2011.
The sampling program, which was targeting
copper,
uranium and
limited
showed
responses
these minerals, however,
for
several elevated gold zones were detected.
the
Given
sampling program over the Cutana Project,
which is located in a similar geologic setting
within 25 kilometres of the Outalpa Project,
The company believes the Outalpa Project
could yield similarly prospective gold targets.
Accordingly,
the
advancement of the infill soil sampling and
prospective drilling at the Cutana Project, The
company intends to conduct systematic soil
sampling over larger portions of the Outalpa
Project, with a view to identifying additional
complementary gold targets.
conjunction with
from
in
Figure 7. Outalpa Project
11 | RENAISSANCE URANIUM LIMITED Annual Report 2011
Director’s report
Directors' Report
Your directors present their report on the consolidated entity (referred to hereafter as the Group) consisting of
Renaissance Uranium Limited (referred to hereafter as the Parent Entity or the company) and the entities it
controlled at the end of, or during, the year ended 30 June 2011.
Directors
The following persons were directors of the company during the whole of the financial year and up to the date of this
report, unless otherwise stated:
David Christensen, Managing Director
David Christensen is an experienced mining executive, with recent successful experience managing exploration,
mining and marketing operations, as Chief Executive Officer of Adelaide-based companies, Heathgate Resources
Pty Ltd and Quasar Resource Pty Ltd. While at Heathgate and Quasar, his responsibilities included overseeing
Australian uranium operations, including the Beverley uranium mine, as well as the expansion into new uranium
projects with the discovery and development of the Four Mile deposit and numerous joint ventures. Prior to
founding the company, David also served as President of Nuclear Fuels Corporation, a trading and marketing
company, where he managed a multi-million dollar uranium portfolio and was responsible for developing sales
strategy, executing trades and swaps and negotiating all contracts. David commenced his career as an attorney
in California and London offices of international law firm Latham & Watkins, where he advised on corporate finance
and mergers and acquisitions. David was educated at Cornell University (BA, Economics and Classical
Civilizations), the University of California, Los Angeles (JD) and the Universitá di Bologna (Fulbright Fellow).
Special responsibilities
Managing Director
David Macfarlane, Non-Executive Chairman (Appointed 1 September 2010)
David Macfarlane is a lawyer admitted to practice in England and Hong Kong. He was for many years an equity
partner in a leading international law firm (Lovells), heading its Energy and Commodities Group. He has also
served as an executive board member of Man Financial and Louis Dreyfus and as an elected Non-Executive
Director of the UK Securities and Futures Authority. He was one of the founders and first managing Director of
EDF Trading Limited, one of the world´s leading wholesale energy market participants. He lives in Australia and is
a Non-Executive Director of the EDF Trading boards in Singapore, Australia and Japan.
Special responsibilities
Chairman of the board
Member of the Audit and Risk Management Committee
Geoffrey McConachy, Executive Director (Appointed 6 October 2010)
Geoffrey McConachy is an accomplished geologist with over thirty years of Australian and international experience
in the mining industry assessing uranium and a wide range of other commodities. Prior to joining the company,
Geoffrey worked for Heathgate Resources Pty Ltd and Quasar Resource Pty Ltd, where his roles included
Managing Director, Exploration. While at Quasar, Geoffrey led the exploration and development team in the
discovery, definition and evaluation of four uranium deposits including the Four Mile deposit, for which he was
co-honoured with the Prospector of the Year award from the Australian Association of Mining & Exploration
Companies. His experience includes instrumental roles in the discovery of the Fosterville gold deposit in Victoria
and the Potosi base metal deposit in New South Wales. Geoffrey was educated at the University of New England
(BSc, Geology and Geography) (Hons). He is a fellow of the Australasian Institute of Mining and Metallurgy and a
former Director of the Uranium Information Centre.
Special responsibilities
Member of the Audit and Risk Management Committee
Andrew Martin, Non-Executive Director (Appointed 1 September 2010)
Andrew Martin is an investment banker with a global investment bank. Andrew has worked in a banking or
advisory capacity for over 15 years, generally within the infrastructure, utilities and natural resources sectors. In
recent years, Andrew has advised on transactions within the power generation, utilities, gas, water, road, rail, port
and resources sectors. Andrew has a Bachelor of Economics (Hons) from the University of Sydney and is a
founder and Director of ASX listed Stanmore Coal Limited (since 2009) and unlisted St Lucia Resources
International Pty Limited.
Special responsibilities
Member of the Audit and Risk Management Committee
Director’s Report
Annual Report 2011 RENAISSANCE URANIUM LIMITED | 12
Stephen Bizzell, Non-Executive Director (Appointed 1 September 2010)
A Chartered Accountant, Stephen spent his early career in the corporate finance division of Ernst & Young and
the corporate tax division of Coopers & Lybrand. He is highly experienced in the fields of corporate
restructuring, debt and equity financing, mergers and acquisitions and has over 15 years corporate finance and
public company management experience in the resources sector in Australia and Canada. Stephen is Chairman
of boutique corporate advisory and funds management group Bizzell Capital Partners and an Executive Director
of Dart Energy Ltd (since 9 November 2006) (company listed on ASX on 22 July 2010). Stephen was previously
an Executive Director of Arrow Energy (from 16 June 1999 to 23 August 2010) until its recent acquisition by Royal
Dutch Shell and PetroChina for $3.5 billion. Stephen was instrumental in Arrow’s corporate and commercial
success and its growth from a junior explorer to a large integrated energy company. During the past three years
Stephen has also served as a Director of the following ASX listed companies: Renison Consolidated Mines NL
(since 28 June 1996), Bow Energy Ltd (since 17 September 2004), Liquified Natural Gas Limited (from 20
December 2007 to 17 March 2010) (Alternate Director), Apollo Gas Ltd (since 15 August 2009. Ceased quotation
on ASX 9 February 2011 following takeover), Hot Rock Ltd (since 22 September 2009), Diversa Ltd (since 25
August 2010), Stanmore Coal Ltd (since 5 October 2009) (company listed on ASX on 9 December 2009).
Special responsibilities
Chairman of the Audit and Risk Management Committee
Abigail Steed, Non-executive Director (Resigned 26 July 2010)
Abigail Steed is a lawyer with extensive experience in all aspects of mining and resources law, including the
negotiation and drafting of complex mining and joint venture transactions, Native Title and Aboriginal Heritage
issues and general commercial matters. She currently practices with the law firm McDonald Steed McGrath,
with which she has been associated since 1993. Abigail graduated from Adelaide University with a combined Law
Arts degree in 1992.
Chief Financial Officer and Company Secretary
Angelo Gaudio, Chief Financial Officer and Company Secretary (Appointed 28 February 2011)
Angelo Gaudio has significant experience in senior financial positions within the resource sector. He was most
recently employed as Vice President, Finance and Administration with Heathgate Resources Pty Ltd, for which he
managed accounting, financial affairs and procurement since the inception of the Beverley uranium mine in 1999.
Angelo is a qualified accountant with over thirty-five years of finance, management and accounting experience.
His expertise includes corporate finance, risk management and financial reporting, as well as corporate
development and Native Title relations. Angelo is a Fellow of the Institute of Public Accountants and a
Certificated member of Chartered Secretaries Australia.
Duncan Cornish, Company Secretary (Appointed 26 July 2010, Resigned 15 June 2011)
Duncan Cornish is an accomplished and highly efficient corporate administrator and manager. He has many
years experience in pivotal management roles in capital raisings and stock exchange listings for numerous
companies on ASX, AIM Market of the London Stock Exchange and the Toronto Stock Exchange. He has also
focused on the areas of company reporting and company regulatory, secretarial and governance areas, and
business acquisition and disposal due diligence. He has worked previously with Ernst & Young and
PricewaterhouseCoopers in both Australia and the United Kingdom. Duncan is Company Secretary and Chief
Financial Officer of other listed companies on ASX and TSX-V, for which companies Duncan also assisted in their
listing and capital raisings. Duncan is a Chartered Accountant.
Meetings of directors
The numbers of meetings of the Company's board of directors and of each board committee held during the year
ended 30 June 2011, and the numbers of meetings attended by each director were:
David Macfarlane (Appointed 1 September 2010)
David Christensen
Geoffrey McConachy (Appointed 8 October 2010)
Andrew Martin (Appointed 1 September 2010)
Stephen Bizzell (Appointed 1 September 2010)
Abigail Steed (Resigned 26 July 2010)
Full meetings of
directors
B
A
Audit committee
meetings
A
B
4
5
5
5
4
-
5
5
5
5
5
-
1
1
1
1
1
-
1
1
1
1
1
-
A = Number of meetings attended
B = Number of meetings held during the time the director held office or was a member of the committee during
the year
Principal activities
The principal activities of the Group during the financial year involved mineral exploration.
Dividends - Renaissance Uranium Limited
There were no dividends declared or paid during the financial year (2010: Nil).
13 | RENAISSANCE URANIUM LIMITED Annual Report 2011
Director’s Report
Review of operations
For the year ended 30 June 2011, the loss for the consolidated entity after providing for income tax was
$1,049,980 (2010: $167,646). Further detailed information on the operations of the Group and its business
strategies and prospects is set out in the review of operations on pages 2 to 10 of this annual report.
Significant changes in the state of affairs
During the year, the company made application with ASIC to change the company type from private to public.
The approval for this change and status was approved and was effective from 17 September 2010.
During the year, the company raised initial seed capital $1,940,000 and then successfully raised $8m through the
issue of 40,000,000 ordinary shares, under a fully underwritten Initial Public Offering (IPO), and listed on the
Australian Securities Exchange on 15 December 2010. Following the IPO the company has used the cash and
assets that it had at the time of admission in a way consistent with its business objectives at the time of the IPO.
In the opinion of the directors there were no other significant changes, not otherwise disclosed in this report, in the
state of affairs of the Group that occurred during the financial year.
Matters subsequent to the end of the financial year
In the opinion of the directors, no matter or circumstance has arisen since 30 June 2011 that has significantly
affected, or may significantly affect:
•
•
•
the Group's operations in future financial years, or
the results of those operations in future financial years, or
the Group's state of affairs in future financial years.
Likely developments and expected results of operations
The company will continue activities in the exploration, evaluation and acquisition of viable projects with the
objective of establishing a significant production business.
Environmental regulation and performance
The directors have put in place strategies and procedures to ensure that the Group manages its compliance with
environmental regulations. The directors are not aware of any breaches of any applicable environmental
regulations.
Remuneration report – audited
This remuneration report sets out remuneration information for the Group’s non-executive directors, executive
directors and other key management personnel of the Group and the Company.
Directors and executives disclosed in this report
Name
Non-executive and executive directors – see pages 1 to 2 above.
Position
Other key management personnel
Angelo Gaudio (Appointed 28 February 2011)
Duncan Cornish (Appointed 26 July 2010, Resigned
15 June 2011).
CFO and Company Secretary
Co-Company Secretary
Note: Duncan Cornish held the position of CFO and Company Secretary from 26 July 2010 until 28 February
2011 and from 28 February 2011 continued as Co-Company Secretary until his resignation on 15 June 2011.
Role of the remuneration committee
The board carries out the functions of the Remuneration and Nominations Committees and is responsible for
reviewing and negotiating the compensation arrangements of senior executives. It assesses the appropriateness
of the nature and amount of remuneration of such officers on a periodic basis by relevant employment market
conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality
Board and executive team. The board is responsible for managing:
• non-executive director fees
• executive remuneration (directors and other executives), and
•
the over-arching executive remuneration framework and incentive plan policies.
Their objective is to ensure that remuneration policies and structures are fair and competitive and aligned with the
long-term interests of the Group.
The Corporate Governance Statement provides further information on the role of this committee.
Director’s Report
Annual Report 2011 RENAISSANCE URANIUM LIMITED | 14
Remuneration report – audited (continued)
Relationship between remuneration and consolidated entity performance
During the financial year, the consolidated entity has generated losses as its principal activity was exploration for
uranium and associated minerals within South Australia and Northern Territory. As the consolidated entity is still in
the exploration and evaluation stage, the link between remuneration, consolidated entity performance and
shareholder wealth is tenuous. Share prices are subject to the influence of metals prices and market sentiment
toward the sector, and as such increases or decreases may occur quite independent of executive performance or
remuneration.
Principles used to determine the nature and amount of remuneration
Non-executive directors
Fees and payments to non-executive directors reflect the demands which are made on, and the responsibilities
of, the directors. Non-executive directors' fees and payments are reviewed periodically by the board. The
Chair's fees are determined independently to the fees of non-executive directors based on comparative roles in
the external market. The Chair is not present at any discussions relating to determination of his own
remuneration.
Non-executive directors do not receive performance-based pay.
Directors' fees
The current base fees were established with effect from 15 December 2010.
Non-executive directors' fees are determined within an aggregate directors' fee pool limit, which is periodically
recommended for approval by shareholders. The maximum currently stands at $350,000 per annum and was
approved by a special resolution of the members of the Company on 5 August 2010.
The following fees have applied:
Base fees
Chair
Other non-executive directors
From 1 July 2011
From
15
December 2010
to 30 June 2011
$60,000 p.a.
$40,000 p.a.
$60,000 p.a.
$40,000 p.a.
Retirement allowances for non-executive directors
In line with guidance from the ASX Corporate Governance Council on non-executive directors' remuneration, no
retirement allowances are provided for non-executive directors. Superannuation contributions required under
the Australian superannuation guarantee legislation continue to be made as required and are deducted from the
directors' overall fee entitlements.
Executive pay
The objective of the Group’s executive reward framework is to ensure reward for performance is competitive
and appropriate for the results delivered. The framework aligns executive reward with achievement of
strategic objectives and the creation of value for shareholders, and conforms to market practice for delivery of
reward. The board ensures that executive reward satisfies the following key criteria for good reward
governance practices:
• competitiveness and reasonableness
• acceptability to shareholders
• performance linkage / alignment of executive compensation
•
• capital management.
transparency
The Group has structured an executive remuneration framework that is market competitive and complimentary
to the reward strategy of the organisation.
Alignment to shareholders' interests:
• has economic profit as a core component of plan design
•
focuses on sustained growth in shareholder wealth, consisting of dividends and growth in share price,
and delivering constant return on assets as well as focusing the executive on key non-financial drivers of
value
• attracts and retains high calibre executives.
Alignment to program participants' interests:
rewards capability and experience
reflects competitive reward for contribution to growth in shareholder wealth
•
•
• provides a clear structure for earning rewards
• provides recognition for contribution.
15 | RENAISSANCE URANIUM LIMITED Annual Report 2011
Director’s Report
Remuneration report – audited (continued)
Principles used to determine the nature and amount of remuneration (continued)
The framework provides a mix of fixed and long-term incentives.
the compensation arrangements of senior executives.
The board carries out the functions of the Remuneration and Nominations Committees and is responsible for
reviewing and negotiating
the
appropriateness of the nature and amount of remuneration of such officers on a periodic basis by relevant
employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the
retention of a high quality Board and executive team. The board manages remuneration and incentive policies
and practices and remuneration packages and other terms of employment for executive directors, other senior
executives and non-executive directors. The Corporate Governance Statement provides further information
on the role of a Remuneration committee.
It assesses
The executive pay and reward framework has the following components:
• base pay and benefits, including superannuation, and
•
long-term incentives through the issue of unlisted share options.
The combination of these comprises an executive's total remuneration.
Base pay and benefits
Base pay and benefits are structured as a total employment cost package which may be delivered as a
combination of cash and prescribed non-financial benefits, at the executives' discretion and subject to board
approval.
Executives are offered a competitive base pay that comprises the fixed component of pay and rewards to
ensure base pay is set to reflect the market for a comparable role. Base pay for executives is reviewed
periodically to ensure the executive's pay is competitive with the market.
There are no guaranteed base pay increases included in any executives' contracts.
Benefits
Private Health insurance benefits are provided to the Managing Director.
Superannuation
the Australian
Retirement benefits are delivered via superannuation contributions required under
superannuation guarantee legislation. Other retirement benefits may be provided directly by the Group if
approved by shareholders.
Long-term incentives
Long-term incentives are provided to directors, executives and consultants through the granting of unlisted
share options.
The granting of unlisted share options is designed to provide long-term incentives for executives to deliver
long-term shareholder returns. The granting of such options is at the board's discretion and no individual has a
contractual right to receive any guaranteed benefits. The options are issued for nil consideration and have
variable vesting dates, exercise prices and maturity dates, i.e. last date to exercise the options.
Performance related compensation
The company currently has no formal performance related remuneration policy which governs the payment of
annual cash bonuses upon meeting pre-determined performance targets. However, the board may consider
performance related remuneration in the form of cash or share options when they consider such to be
warranted.
Details of remuneration
Amounts of remuneration
Details of the remuneration of the directors, the key management personnel of the Group (as defined in AASB
124 Related Party Disclosures) and specified executives of the company and the Group are set out in the
following tables.
The key management personnel of the company includes the directors as per pages 1 and 2 above and the
following executive officers who have authority and responsibility for planning, directing and controlling the
activities of the Company and report directly to the Managing Director:
• Angelo Gaudio - CFO and Company Secretary (from 28 February 2011)
• Duncan Cornish - Company Secretary (from 26 July 2010 to 15 June 2011)
Director’s Report
Annual Report 2011 RENAISSANCE URANIUM LIMITED | 16
Remuneration report – audited (continued)
Details of remuneration (continued)
Key management personnel and other executives of the company and the Group
2011
Name
Non-executive directors
David Macfarlane (Appointed 1 September 2010)
Andrew Martin (Appointed 1 September 2010)
Stephen Bizzell (Appointed 1 September 2010)
Abigail Steed (Resigned 26 July 2010)
Sub-total non-executive directors
Executive directors
David Christensen*
Geoffrey McConachy (Appointed 8 October 2010)*
Other key management personnel
Angelo Gaudio (Appointed 28 February 2011)*
Duncan Cornish (Appointed 26 July 2010, Resigned 15
June 2011)*
Sub-total executive directors and other key
management personnel
Short-term employee
benefits
Post-
employment
benefits
Share-
based
payments
Cash
salary and
fees
$
Non
monetary
benefits
$
Super-
annuation
$
Options
$
Total
$
30,034
20,058
21,830
-
71,922
-
-
-
-
-
2,708
1,805
-
-
4,513
50,000
40,000
40,000
-
82,742
61,863
61,830
-
130,000 206,435
256,764
195,885
26,782
-
5,929
11,399
80,000 369,475
65,000 272,284
78,731
42,063
-
-
7,086
40,000 125,817
-
71,000 113,063
573,443
26,782
24,414
256,000 880,639
Total key management personnel compensation
386,000 1,087,074
* denotes one of the five highest paid executives of the Parent Entity and Group, as required to be disclosed
under the Corporations Act 2001. The Parent Entity and Group only employed four executives during the year.
645,365
28,927
26,782
Key management personnel and other executives of the company and the Group
2010
Name
Non-executive directors
Abigail Steed
Sub-total non-executive directors
Executive directors
David Christensen
Sub-total executive directors and other key
management personnel
Total key management personnel compensation
Short-term employee
benefits
Post-
employment
benefits
Share-
based
payments
Cash
salary and
fees
$
Non
monetary
benefits
$
Super-
annuation
$
Options
$
Total
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
17 | RENAISSANCE URANIUM LIMITED Annual Report 2011
Director’s Report
Remuneration report – audited (continued)
Details of remuneration (continued)
The relative proportions of remuneration that are linked to performance and those that are fixed are as follows:
Name
Fixed remuneration
At risk - STI
2011
2010
2011
2010
At risk - LTI *
2011
2010
100%
100%
Non-executive directors of the company
David Macfarlane (Appointed 1 September
2010)
Andrew Martin (Appointed 1 September
2010)
Stephen Bizzell (Appointed 1 September
2010)
Executive directors of the company
David Christensen
Geoffrey McConachy (Appointed 8
October 2010)
Other key management personnel of the Group
Angelo Gaudio (Appointed 28 February
2011)
Duncan Cornish (Appointed 26 July 2010,
Resigned 15 June 2011)
100%
100%
100%
100%
100%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
* Since the long-term incentives are provided exclusively by way of options, the percentages disclosed also reflect
the value of remuneration consisting of options, based on the value of options expensed during the year.
Service agreements
On appointment to the board, all non-executive directors enter into a service agreement with the company in the
form of a letter of appointment. The letter summarises the board policies and terms, including compensation,
relevant to the office of director.
Remuneration and other terms of employment for the managing director, executive director, chief financial officer
and the other key management personnel are also formalised in service agreements. Provisions of the
agreements relating to remuneration are set out below.
All contracts with executives may be terminated early by either party with three months’ notice, subject to
termination payments as may be detailed below:
David Christensen, Managing Director, has an agreement with the company for a term of 3 years commencing on
5 May 2010. His base salary, exclusive of superannuation, for year ended 30 June 2011 is $100,000 p.a. for the
period through 9 November 2010 and $300,000 p.a. thereafter, to be reviewed annually by the board. The
minimum superannuation entitlement (9% of the maximum contributions base pursuant to the Superannuation
Guarantee (Administration) Act 1992) will be paid. Private health insurance benefits are provided and payment of
a termination benefit on early termination by the Company, other than for gross misconduct, will be equal to the
base salary plus benefits for 12 months.
Geoffrey McConachy, Executive Director, has an agreement with the company for a term of 3 years commencing
on 8 October 2010. His base salary, exclusive of superannuation, for year ended 30 June 2011 is $95,833 p.a. for
the period through 9 November 2010 and $287,500 p.a. thereafter, to be reviewed annually by the board. The
minimum superannuation entitlement (9% of the maximum contributions base pursuant to the Superannuation
Guarantee (Administration) Act 1992) will be paid. Payment of a termination benefit on early termination by the
Company, other than for gross misconduct, will be equal to the base salary plus benefits for 12 months.
Angelo Gaudio, Chief Financial Officer and Company Secretary, has an agreement with the company for a term
of 2 years commencing on 28 February 2011. His base salary, exclusive of superannuation, for year ended 30
June 2011 is $230,000 p.a., to be reviewed annually by the board. The minimum superannuation entitlement (9%
of the maximum contributions base pursuant to the Superannuation Guarantee (Administration) Act 1992) will be
paid. There is no provision for any termination benefit on early termination by the Company.
Director’s Report
Annual Report 2011 RENAISSANCE URANIUM LIMITED | 18
Remuneration report – audited (continued)
Service agreements (continued)
Duncan Cornish, Chief Financial Officer and Company Secretary, had an agreement, through Corporate
Administration Services Pty Ltd, with the company for a term commencing from 26 July 2010 through 15 June
2011. His compensation was structured as 1,000,000 share options for Pre-IPO work, and a base Fee of $55,000
per 6 months from 15 December 2010 to 28 February 2011, with an adjusted base fee of $27,500 per 6 months for
the remainder of the term through 15 June 2011. Pursuant to his agreement, the company also issued 200,000
options to Mr Cornish.
Share-based compensation
The terms and conditions of each grant of options affecting remuneration in the current or a future reporting period
are as follows:
Grant date
30 Aug 2010
30 Aug 2010
Date vested
and
exercisable
30 Aug 2010
15 Dec 2010
Expiry date
Exercise price
Value per
option at grant
date
%
Vested
15 Dec 2013
31 Dec 2014
$0.24
$0.24
$0.050
$0.061
100%
100%
These options were not issued based on performance criteria as the Board does not consider this appropriate for a
junior exploration company. The options were issued to directors and executives of the company to align
comparative shareholder return and reward for directors and executives.
Options granted carry no dividend or voting rights.
There are no amounts paid or payable on the granting of options.
When exercisable, each option is convertible into one ordinary share on exercise. Options may be exercised at any
time from the date of vesting to the date of their expiry.
Details of options over ordinary shares in the company provided as remuneration to each director of the company
and each of the key management personnel of the Group are set out below. When exercisable, each option is
convertible into one ordinary share of the company.
The company has no formal policy in place for limiting a person’s exposure to risk in relation to share and options.
Further information on the options is set out in the table below and in note 29 to the financial statements.
19 | RENAISSANCE URANIUM LIMITED Annual Report 2011
Director’s Report
Remuneration report – audited (continued)
Share-based compensation (continued)
Number of options
granted during the year
Number of options vested
during the year
Number of
options
granted
during the
year
Value of
options at
grant
date *
Number
of
options
vested
during the
year
Number
of
options
lapsed
during
the year
Value at lapse
date **
Name
Directors of the company
David Christensen
Geoffrey McConachy (Appointed 8 October 2010)
David Macfarlane (Appointed 1 September 2010)
Stephen Bizzell (Appointed 1 September 2010)
Andrew Martin (Appointed 1 September 2010)
1,600,000
1,300,000
1,000,000
800,000
800,000
$80,000 1,600,000
$65,000 1,300,000
$50,000 1,000,000
800,000
$40,000
800,000
$40,000
Other key management personnel of the Group
Angelo Gaudio (Appointed 28 February 2011)
Duncan Cornish (Appointed 26 July 2010,
Resigned 15 June 2011)
800,000
1,200,000
$40,000
$71,000
800,000
1,200,000
-
-
-
-
-
-
-
$-
$-
$-
$-
$-
$-
$-
* The value at grant date calculated in accordance with AASB 2 Share-based Payment of options granted
during the year as part of remuneration.
** The value at lapse date of options that were granted as part of remuneration and that lapsed during the year
because a vesting condition was not satisfied. The value is determined at the time of lapsing, but assuming
the condition was satisfied.
The assessed fair value at grant date of options granted to the individuals is allocated equally over the period
from grant date to vesting date, and the amount is included in the remuneration tables above. Fair values at
grant date are independently determined using a Black-Scholes option pricing model that takes into account the
exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price
volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the
option.
There are no amounts paid or payable on the granting of options.
Details of remuneration: Bonuses and share-based compensation benefits
Key Management personnel and executives were not paid cash bonuses or performance-related bonuses
during the years ended 30 June 2011 and 2010.
End of remuneration report - audited
Share options granted to directors and executives
Options over unissued ordinary shares of the company granted during the financial year to the directors and
executives of the Company as part of their remuneration were as follows:
Directors
David Christensen Managing Director
Geoffrey McConachy Executive Director
David Macfarlane Non-Executive Chairman
Stephen Bizzell Non-Executive Director
Andrew Martin Non-Executive Director
Other executives of the company
Angelo Gaudio CFO and Company Secretary
Duncan Cornish CFO and Company Secretary
Options
granted
1,600,000
1,300,000
1,000,000
800,000
800,000
5,500,000
800,000
1,200,000
2,000,000
Details of options granted to the directors and executives of the Group can be found in the share-based
compensation section of the remuneration report on page 18. No options have been granted since year end.
Director’s Report
Annual Report 2011 RENAISSANCE URANIUM LIMITED | 20
Shares under option
Unissued ordinary shares of the company under option at the date of this report are as follows:
Date options granted
Expiry date
Exercise price of
shares
Number under
option
30 August 2010
30 August 2010
27 October 2010
15 December 2010
17 February 2011
15 December 2013
31 December 2014
31 December 2014
31 December 2014
17 February 2015
$0.24
$0.24
$0.24
$0.24
$0.24
8,100,000
2,000,000
700,000
2,000,000
750,000
13,550,000
Insurance and indemnification of officers and auditors
The company has established an insurance policy to indemnify all directors and officers against all liabilities to
a third party that may arise from their position as directors or officers of the company and its controlled entities,
except where the liability arises out of conduct involving a lack of good faith.
During the financial year, the company paid a premium in respect of a contract insuring directors, secretaries
and executive officers of the company and its controlled entity against a liability incurred as director, secretary
or executive officer to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits
disclosure of the nature of the liability and the amount of the premium.
The company has not otherwise, during or since the end of the financial year, except to the extent permitted by
law, indemnified or agreed to indemnify an officer or auditor of the company or any of its controlled entities
against a liability incurred as such an officer or auditor.
Non-audit services
During the financial year, the following fees for non-audit services were paid or payable to the auditor, BDO, or
their related practices:
Consolidated
30 June
2011
$
30 June
2010
$
Audit related services
Amounts paid to BDO Audit (QLD) Pty Ltd for investigating accountants report on
information included in a prospectus
Total remuneration for audit-related services
13,750
13,750
Taxation services
Amounts paid to a related practice of BDO Audit (QLD) Pty Ltd for tax compliance
and advisory services
Total remuneration for taxation services
Total fees for non-audit services
7,570
7,570
21,320
The directors are satisfied that the provision of non-audit services, during the year, by the auditor (or by another
person or firm on behalf of the auditor), is compatible with the general standard of independence for auditors
imposed by the Corporations Act 2001.
On the advice of the audit committee, the directors are satisfied that the provision of non-audit services by the
auditor, as set out above, did not compromise the auditor independence requirements of the Corporations Act
2001 for the following reasons:
• all non-audit services have been reviewed by the audit committee to ensure that they do not impact the
integrity and objectivity of the auditor; and
• none of the non-audit services undermine the general principles relating to auditor independence as set
out in APES 110 Code of Ethics for Professional Accountants.
21 | RENAISSANCE URANIUM LIMITED Annual Report 2011
Director’s Report
23 | RENAISSANCE URANIUM LIMITED Annual Report 2011 Shareholder information
Renaissance Uranium Limited
Shareholder information
30 June 2011
The shareholder information set out below was applicable as at 01 September 2011
A. Distribution of equity securities
Analysis of numbers of equity security holders by size of holding:
Holding
1
1,001
5,001
10,001
100,001
1000 *
5,000
10,000
100,000
-
-
-
-
and over
Ordinary shares
Shares
Options
2
25
97
331
108
560
-
-
-
-
14
14
* Share holdings of 1,000 shares or less is regarded as holding less than a marketable parcel of shares
B. Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest holders of quoted equity securities are listed below:
Name
DAVID CHRISTENSEN
SLRI PTY LIMITED
ST LUCIA RESOURCES CAPITAL FUND PTY LIMITED
NATIONAL NOMINEES LIMITED
CASALAMADA PTY LTD
CANNC CONSULTING PTY LTD
GEOFFREY WILLIAM MCCONACHY
BIZZELL NOMINEES PTY LTD
BCP ALPHA INVESTMENTS LIMITED
MATHEWS CAPITAL PARTNERS
WOODLANDS ASSET MANAGEMENT PTY LTD
RUBICON NOMINEES PTY LTD
BT PORTFOLIO SERVICES LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
CF2 PTY LTD
ALBIANO HOLDINGS PTY LTD
HILTABA GOLD PTY LTD
STEPHEN GRANT BIZZELL
BCP ALPHA INVESTMENTS LIMITED
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20 GURRAVEMBI INVESTMENTS PTY LTD
TOTAL
Ordinary shares
Number held
Percentage of
issued shares
12,000,000
11,000,000
9,000,000
6,500,290
6,000,000
6,000,000
6,000,000
4,958,333
2,673,333
1,500,000
1,407,000
1,208,333
930,000
850,000
833,333
768,796
750,000
708,333
600,000
520,000
74,004,751
10.60%
9.71%
7.95%
5.74%
5.30%
5.30%
5.30%
4.38%
2.36%
1.32%
1.24%
1.07%
0.82%
0.75%
0.74%
0.68%
0.66%
0.63%
0.53%
0.46%
65.78%
Shareholder information
Annual Report 2011 RENAISSANCE URANIUM LIMITED | 24
Shareholder information (continued)
B. Equity security holders (continued)
Unquoted equity securities
Number
on issue
Number
of holders
Share options
13,550,000*
14
*Number of unissued ordinary shares under the options. No person holds 20% or more of these
securities.
C. Substantial holders
Substantial holders in the Company are set out below:
Name
Ordinary Shares
Number
held
Percentage
DAVID CHRISTENSEN
SLRI PTY LIMITED + ST LUCIA RESOURCES CAPITAL FUND
PTY LIMITED
STEPHEN BIZZELL + OTHER RELATED INTERESTS
NATIONAL NOMINEES LIMITED
CANNC CONSULTING PTY LTD + CANNC INVESTMENTS
GEOFFREY WILLIAM MCCONACHY
CASALAMADA PTY LTD
TOTAL
12,000,000
10.60%
20,000,000
9,308,999
6,500,290
6,015,000
6,000,000
6,000,000
65,824,289
17.66%
8.22%
5.74%
5.31%
5.30%
5.30%
58.12%
D. Voting rights
The voting rights attaching to each class of equity securities are set out below:
(a)
(b)
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have
one vote and upon a poll each share shall have one vote.
Options
No voting rights.
25 | RENAISSANCE URANIUM LIMITED Annual Report 2011
Corporate Governance Statements
Corporate Governance Statements
The board of directors (the Board) of the company is responsible for the corporate governance of the Group. The
Board guides and monitors the business and affairs of the company on behalf of the shareholders by whom they
are elected and to whom they are accountable.
The company’s Corporate Governance Statement is structured with reference to the Australian Securities
Exchange (“ASX”) Corporate Governance Council’s (the “Council”) “Corporate Governance Principles and
Recommendations, 2nd Edition”, which are as follows:
Principle 1
Principle 2
Principle 3
Principle 4
Principle 5
Principle 6
Principle 7
Principle 8
Lay solid foundations for management and oversight
Structure the board to add value
Promote ethical and responsible decision making
Safeguard integrity in financial reporting
Make timely and balanced disclosure
Respect the rights of shareholders
Recognise and manage risk
Remunerate fairly and responsibly
A copy of the eight Corporate Governance Principles and Recommendations can be found on the ASX’s website.
The Board is of the view that with the exception of the departures from the ASX Guidelines as set out below, it
otherwise complies with all of the ASX Guidelines.
ASX Principles
and recommendations
Summary of the Consolidated entity’s
Position
Principle 1 – Lay solid foundations for management and oversight
Recommendation 1.2 – Companies should
disclose the process for evaluating the
performance of senior executives
The Board has not established a separate nomination committee.
The directors consider that the Group is not of a size nor are its
affairs of such complexity as to justify the formation of any other
special or separate committees at this time. In the absence of a
formally constituted nomination committee, the Board acts as a
nomination committee. Members of the Board have been
brought together to provide a blend of qualifications, skills and
national and international experience required for managing a
company operating within the mining industry.
Principle 2 – Structure the board to add value
Recommendation 2.1 – A majority of the
Board should be independent directors
While
this
the Group does not presently comply with
recommendation, the consolidated entity may consider appointing
further independent directors in the future. The Group believes
that given the size and scale of its operations, non-compliance by
the consolidated entity with this recommendation will not be
detrimental to the consolidated entity.
Recommendation 2.4 – The board should
establish a nomination committee
The Board’s view is that the Group is not currently of the size to
justify the formation of a separate nomination committee. The
Board currently performs the functions of a nomination committee
and where necessary will seek advice of external advisors in
relation to this role. The Board shall, upon the consolidated entity
the requisite corporate and commercial maturity,
reaching
approve the constitution of a nomination committee to assist the
Board in relation to the appointment of Directors and senior
management.
Corporate Governance Statements
Annual Report 2011 RENAISSANCE URANIUM LIMITED | 26
ASX Principles
and recommendations
Summary of the Consolidated entity’s
Position
Principle 4 – Safeguard integrity in financial reporting
Recommendation 4.2 – The audit
committee should be structured so that it:
- Consists only of non-executive
directors
- Consists of a majority of independent
directors
- Is chaired by an independent chair,
who is not chair of the board
- Has at least 3 members
Mr Stephen Bizzell is a non-executive director and the current
Chairman of the Audit and Risk Management Committee. The
consolidated entity does not consider Mr Bizzell to be an
independent director as defined in the ASX Guidelines on the
basis that he, together with his associated entities, are in
aggregate a substantial (greater than 5%) shareholder in the
consolidated entity. He is also a director of Bizzell Capital
Partners Pty Ltd, one of the joint lead managers and joint lead
underwriters for Initial Public Offering completed in December
2010.
Mr David Macfarlane is a non-executive director and the current
Chairman of the Board. The consolidated entity considers Mr
Macfarlane to be an independent director as defined in the ASX
Guidelines.
Mr Martin is a non-executive director and is a director of SLRI
Pty Ltd and St Lucia Capital Fund Pty Ltd, which act as
corporate trustees for trust funds which together are substantial
(greater than 5%) shareholders in the Company. Mr Martin is a
beneficiary of a trust ultimately holding a more than 20% interest
in these trust funds and as such, does not meet the
independence requirement as defined in the ASX guidelines.
Mr McConachy is an executive director and has business
dealings with the Group as disclosed in note 19 to the financial
statements. He is a substantial (greater than 5%) shareholder in
the company and as such does not meet the independence
requirement as defined in the ASX guidelines.
On the basis of above information, the consolidated entity is of
the view that that the Audit and Risk Management Committee
does not consist of a majority of independent directors. While
the Consolidated entity does not presently comply with this
Recommendation 4.2, the Consolidated entity may consider
appointing further independent Directors in the future. The
consolidated entity believes that given the size and scale of its
operations, non-compliance by the consolidated entity with this
Recommendation 4.2 will not be detrimental to the consolidated
entity.
Principle 8 - Remunerate fairly and responsibly
Recommendation 8.1 – The board should
establish a remuneration committee
The Board has not established a remuneration committee. The
Board considers that given its size, no efficiencies or other
benefits would be gained by the establishing of such committee.
The role of the remuneration committee is carried out by the full
Board. The consolidated entity has adopted a Remuneration
Committee Charter, which is set out in the company’s Corporate
the company website,
Governance Charter available on
www.renaissanceuranium.com.au.
27 | RENAISSANCE URANIUM LIMITED Annual Report 2011
Corporate Governance Statements
Board
The Board has adopted a formal Board Charter that outlines the roles and responsibilities of directors and senior
executives. The Board Charter is publicly available on the company website, www.renaissanceuranium.com.au.
The skills, experience and expertise relevant to the position of director held by each director in office at the date of
the Annual Report is included in the Director’s Report. Corporate Governance Council Recommendation 2.1
requires a majority of the Board should be independent Directors. The Corporate Governance Council defines and
independent director as a non-executive director who is not a member of management and who is free of any
business or other relationship that could materially interfere with – or could reasonably be perceived to materially
interfere with – the independent exercise of their judgement.
In the context of director independence “materiality” is considered from both the company and the individual
director’s perspective. The determination of materiality requires consideration of both quantitative and qualitative
elements. An item is presumed to be quantitatively immaterial if it is equal or less than 10% of the appropriate
base amount. It is presumed to be material (unless there is qualitative evidence to the contrary) if it is equal to or
greater than 10% of the appropriate base amount. Qualitative factors considered included whether a relationship
is strategically important, the competitive landscape, the nature of the relationship and the contractual or other
arrangements governing it and other factors which point to the actual ability of the Director in question to shape the
direction of the company’s loyalty.
Factors that may impact on a director’s independence are considered each time the Board meets.
At the date of this report:
In accordance with the Council’s definition of independence above, and the materiality thresholds set, the following
directors are considered to be independent:
Name
Position
David Macfarlane
Non-Executive Chairman
In accordance with the Council’s definition of independence above, and the materiality thresholds set, the following
directors are not considered to be independent:
Name
David Christensen
Position
Managing Director
Geoffrey McConachy
Executive Director
Andrew Martin
Non-Executive Director
Stephen Bizzell
Non-Executive Director
Reason for non-compliance
Mr Christensen is Managing Director and is a substantial
(greater than 5%) shareholder in the company and as
such does not meet the independence requirement as
defined in the ASX guidelines.
Mr McConachy is an Executive Director and has business
dealings with the Group as disclosed in note 19 to the
financial statements. He is a substantial (greater than 5%)
shareholder in the company and as such does not meet
the independence requirement as defined in the ASX
guidelines.
Mr Martin is a Non-executive director and is also a director
of SLRI Pty Ltd and St Lucia Capital Fund Pty Ltd which
together are substantial (greater than 5%) shareholders in
the company. Mr Martin is also a beneficiary of a trust
which holds a 20% interest in such shareholdings and as
such does not meet the independence requirement as
defined in the ASX guidelines.
Mr Bizzell is a Non-executive Director and Chairman of
the Audit and Risk Management Committee. He has
business dealings with the Group as disclosed in note 19
to
together with his
associated entities, he is a substantial (greater than 5%)
shareholder in the company and as such does not meet
the independence requirement as defined in the ASX
guidelines.
financial statements and
the
The company considers industry experience and specific expertise, as well as general corporate experience, to be
important attributes of its Board members. The Directors noted above have been appointed to the Board of the
company due to their considerable industry and corporate experience.
There are procedures in place, agreed by the board, to enable Directors, in furtherance of their duties, to seek
independent professional advice at the company’s expense.
Corporate Governance Statements
Annual Report 2011 RENAISSANCE URANIUM LIMITED | 28
Board (Continued)
The term in office held by each Director in office at the date of this report is as follows:
Name
David Christensen
David Macfarlane
Andrew Martin
Stephen Bizzell
Geoffrey McConachy
Term in office
2 years 7 months
1 year
1 year
1 year
11 months
Trading Policy
The board has adopted a policy and procedure on dealing in the company’s securities by Directors, officers and
employees which prohibits dealing in the company’s securities when those persons possess inside information
until it has been released to the market and adequate time has passed for this to be reflected in the security’s
prices, and during certain pre-determined windows.
The company’s policy regarding dealings by directors in the company’s shares is that directors should never
engage in short term trading and should not enter into transactions when they are in possession of price sensitive
information not yet released by the company to the market; or for a period of fourteen (14) days prior to the
scheduled (per ASX Listing Rules) release by the company of (ASX), Quarterly Operations and Cash Flow Reports
or such shorter period as may be approved of by the Board of Directors after receipt of notice of intention to buy or
sell by a director to other members of the Board.
Directors will generally be permitted to engage in trading (subject to due notification being given to the Chairperson
and Secretary) for a period commencing one (1) business day after the release of (ASX) Quarterly Operations and
Cash Flow Reports to the market and for a period commencing one (1) business day following the release of price
sensitive information to the market which allows a reasonable period of time for the information to be disseminated
among members of the public.
Remuneration and Nomination Committees
Due to the size and scale of operations, the company does not have separately established Remuneration or
Nomination Committees. The full Board carries out the functions of Remuneration and Nomination Committees,
operating under charters (available on the company website, www.renaissanceuranium.com.au) approved by the
Board.
Audit and Risk Management Committee
The Board has established an Audit and Risk Management Committee, which operates under a charter approved
by the Board. It is the Board’s responsibility to ensure that an effective internal control framework exists within the
company. This includes internal controls to deal with both the effectiveness and efficiency of significant business
processes, the safeguarding of assets, the maintenance of proper accounting records, and the reliability of
financial information as well as non-financial considerations such as the benchmarking of operational key
performance indicators. The Board has delegated the responsibility for the establishment and maintenance of a
framework of internal control and ethical standards for the management of the company to the Audit and Risk
Management Committee.
The Committee also provides the Board with additional assurance regarding the reliability of financial information
for inclusion in the financial reports. All members of the Audit and Risk Management Committee are
Non-Executive Directors.
The members of the Audit and Risk Management Committee at the date of this report are:
• Stephen Bizzell (Chairman)
• David Macfarlane
• Andrew Martin
• Geoffrey McConachy
For additional details of directors’ attendance at Board and Audit and Risk Management Committee meetings and
to review the qualifications of the members of the Audit and Risk Management Committee, please refer to the
Directors’ Report.
The Audit and Risk Management Charter
www.renaissanceuranium.com.au.
is publicly available on
the company’s website,
29 | RENAISSANCE URANIUM LIMITED Annual Report 2011
Corporate Governance Statements
Risk Management
The company has developed a basic framework for risk management and internal compliance and control systems
which cover organisational, financial and operational aspects of the company’s affairs. Further details of the
company’s Risk management, policies can be found within the Audit and Risk Management Committee Charter
available on the company’s website www.renaissanceuranium.com.au.
Recommendation 7.2 requires that the Board disclose that management has reported to it as to the effectiveness
of the company’s management of its material business risks. Business risks are considered regularly by the
Board and management.
As required by Recommendation 7.3, the Board has received written assurances from the Managing Director and
Chief Financial Officer that to the best of their knowledge and belief, the declaration provided by them in
accordance with section 295A of the Corporations Act is founded on a sound system of risk management and
internal control and that they system is operating effectively in all material respects in relation to financial reporting
risks.
Performance Evaluation
The full Board, in carrying out the functions of the Remuneration and Nomination Committees, considers
remuneration and nomination issues annually and otherwise as required in conjunction with the regular meetings
of the Board.
The performance of the individual members of the Board is considered at the regular meetings of the Board. As
the company listed on the ASX in December 2010, no formal performance evaluation of the directors was
undertaken during the year ended 30 June 2011. The Board intends to undertake formal evaluations during the
current financial year against indicators aligned with the financial and non-financial objectives of the company.
Remuneration
It is the company’s objective to provide maximum stakeholder benefit through the retention of a high quality Board
and Executive team by remunerating directors and key executives fairly and appropriately with reference to
relevant and employment market conditions. To assist in achieving this objective, the Board links the nature and
amount of Executive Director’s and Officer’s emoluments to the Consolidated entity’s financial and operations
performance. The expected outcomes of the remuneration structure are:
•
•
•
retention and motivation of key Executives
attraction of quality management to the Consolidated entity
performance incentives which allow Executives to share the rewards of the success of the company
For details on the amount of remuneration and all monetary and non-monetary components for each of the five
highest paid (Non-Director) Executives during the period, and for all Directors, please refer to the Remuneration
Report within the Directors’ Report. In relation to the payment of bonuses, options and other incentive payments,
discretion is exercised by the Board, having regard to the overall performance of the company and the
performance of the individual during the period.
There is no scheme to provide retirement benefits, other than statutory superannuation, to Non-Executive
Directors.
The Board is responsible for determining and reviewing compensation arrangements.
Continuous Disclosure Policy
Detailed compliance procedures for ASX Listing Rule disclosure requirements have been adopted by the
Consolidated entity. The company’s Obligation of Disclosure Policy can be found within the company’s Corporate
Governance Charter on the company’s website www.renaissanceuranium.com.au.
Corporate Governance Statements
Annual Report 2011 RENAISSANCE URANIUM LIMITED | 30
Communications
The Consolidated entity has designed a disclosure system to ensure it complies with the ASX’s continuous
disclosure rules and that information is made available to all investors equally, promoting effective communications
with shareholders and encouraging shareholder participation at general shareholder meetings. A copy of the
Information Disclosure Program Procedures can be found within the company’s Corporate Governance Charter on
its website (www.renaissanceuranium.com.au) in the Corporate Governance section. In addition to corporate
and project information generally available on the company’s website, in the Investors section of the company’s
website the following information is made available:
• ASX Releases
• Annual Reports
• Quarterly Reports
• Presentations
• Prospectus
Other Information
Further information relating to the company’s corporate governance practices and policies has been made publicly
available on the company’s web site www.renaissanceuranium.com.au.
31 | RENAISSANCE URANIUM LIMITED Annual Report 2011
Consolidated statement of comprehensive income
Financial statements
Renaissance Uranium Limited
Consolidated statement of comprehensive income
For the year ended 30 June 2011
Revenue from continuing operations
Other income
Administration and consulting
Depreciation and amortisation expense
Employee benefits expense
Legal fees
Other expenses
Loss before income tax
Income tax expense
Loss for the year
Other comprehensive income
Other comprehensive income for the year, net of tax
Consolidated
30 June
2011
$
30 June
2010
$
Notes
5
6
7
190,815
-
998
(476,215)
(917)
(606,163)
(29,869)
(128,629)
(1,049,980)
-
(134,055)
-
-
(28,346)
(5,245)
(167,646)
-
(1,049,980)
-
(167,646)
-
-
Total comprehensive income for the year
(1,049,980)
(167,646)
Loss is attributable to:
Owners of Renaissance Uranium Limited
Total comprehensive income for the year is attributable to:
Owners of Renaissance Uranium Limited
Earnings per share for loss from continuing operations
attributable to the ordinary owners of the Parent Entity:
Basic earnings per share
Diluted earnings per share
Earnings per share for loss attributable to the ordinary owners
of the Parent Entity:
Basic earnings per share
Diluted earnings per share
(1,049,980)
(167,646)
(1,049,980)
(167,646)
Cents
Cents
(1.2)
(1.2)
(3.6)
(3.6)
Cents
Cents
(1.2)
(1.2)
(3.6)
(3.6)
28
28
28
28
The above consolidated statement of comprehensive income should be read in conjunction with the
accompanying notes.
Consolidated statement of financial position
Annual Report 2011 RENAISSANCE URANIUM LIMITED | 32
Renaissance Uranium Limited
Consolidated statement of financial position
As at 30 June 2011
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Total current assets
Non-current assets
Property, plant and equipment
Exploration and evaluation
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Provisions
Total current liabilities
Non-current liabilities
Total non-current liabilities
Total liabilities
Net assets
EQUITY
Contributed equity
Reserves
Accumulated losses
Total equity
Consolidated
30 June
2011
$
30 June
2010
$
Notes
8
9
10
11
13
14
7,485,009
125,531
7,610,540
220,543
584
221,127
4,213
2,223,025
2,227,238
-
12,691
12,691
9,837,778
233,818
446,683
35,030
481,713
428,432
-
428,432
-
-
481,713
428,432
9,356,065
(194,614)
16
17(a)
17(b)
9,709,300
891,660
(1,244,895)
9,356,065
301
-
(194,915)
(194,614)
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
33 | RENAISSANCE URANIUM LIMITED Annual Report 2011
Consolidated statement of changes in equity
Renaissance Uranium Limited
Consolidated statement of changes in equity
For the year ended 30 June 2011
Consolidated
Balance at 1 July 2009
Loss for the year
Total comprehensive income
Transactions with owners in their capacity as
owners:
Contributions of equity net of transaction costs
16
Balance at 30 June 2010
Balance at 1 July 2010
Loss for the year
Total comprehensive
Transactions with owners in their capacity as
owners:
Contributions of equity, net of transaction costs
Share options issued
Contributed
equity
$
Option
Reserve
$
Accumulated
losses
$
Total
equity
$
Notes
-
-
-
-
-
(27,269)
(27,268)
(167,646) (167,646)
(167,646) (167,646)
-
-
300
300
-
(194,915) (194,614)
-
(194,915) (194,614)
- (1,049,980) (1,049,980)
- (1,049,980) (1,049,980)
300
300
301
301
16
17
9,708,999
9,708,999
-
891,660
891,660
- 9,708,999
- 891,660
- 10,600,659
Balance at 30 June 2011
9,709,300
891,660 (1,244,895) 9,356,065
The above consolidated statement of changes in equity should be read in conjunction with the accompanying
notes.
Consolidated statement of cash flows
Annual Report 2011 RENAISSANCE URANIUM LIMITED | 34
Renaissance Uranium Limited
Consolidated statement of cash flows
For the year ended 30 June 2011
Consolidated
30 June
2011
$
30 June
2010
$
Cash flows from operating activities
Receipts from customers (inclusive of goods and services tax)
Payments to suppliers and employees (inclusive of goods and services tax)
Interest received
Net cash inflow (outflow) from operating activities
32,874
(646,095)
136,706
27 (476,514)
Cash flows from investing activities
Payments for property, plant and equipment
Cash inflow from business combination
Payments for exploration expenditure
Net cash inflow (outflow) from investing activities
Cash flows from financing activities
Proceeds of loan from shareholder
Repayment of loan from shareholder
Payment for share issue expenses
Proceeds from issues of shares
Net cash inflow (outflow) from financing activities
10 (5,130)
100
23
(1,032,033)
(1,037,063)
(146,000)
(790,956)
9,715,000
8,778,044
Net increase / (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial period
Cash and cash equivalents at end of year
7,264,466
220,543
7,485,009
8
-
(8,428)
-
(8,428)
-
(9,147)
(9,147)
15,100
(27,932)
225,000
212,168
194,593
25,950
220,543
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
35 | RENAISSANCE URANIUM LIMITED Annual Report 2011
Notes to the consolidated financial statements
Notes to the consolidated financial statements
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
Summary of significant accounting policies
Financial risk management
Critical accounting estimates and judgements
Segment information
Revenue
Expenses
Income tax expense
Current assets - Cash and cash equivalents
Current assets - Trade and other receivables
Non-current assets - Property, plant and equipment
Non-current assets - Exploration and evaluation, development and mine properties
Non-current assets - Deferred tax assets
Current liabilities - Trade and other payables
Current liabilities - Provisions
Non-current liabilities - Deferred tax liabilities
Contributed equity
Reserves and retained earnings
Dividends
Key management personnel disclosures
Remuneration of auditors
Commitments
Related party transactions
Business combination
Subsidiaries
Interests in joint ventures
Events occurring after the reporting period
Reconciliation of profit after income tax to net cash outflow from operating activities
Earnings per share
Share-based payments
Parent Entity financial information
Accounting standards issued not yet effective
Page
36
42
45
46
47
47
48
49
49
50
50
50
51
51
51
52
53
53
54
56
56
57
57
58
59
59
59
60
61
63
64
Notes to the consolidated financial statements
Annual Report 2011 RENAISSANCE URANIUM LIMITED | 36
1
Summary of significant accounting policies
The principal accounting policies adopted in the preparation of these consolidated financial statements are set
out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
The financial statements are for the consolidated entity consisting of Renaissance Uranium Limited
(''company'' or ''Parent Entity'') and its subsidiaries.
(a) Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting
Standards, other authoritative pronouncements of the Australian Accounting Standards Board and the
Corporations Act 2001.
The presentation currency used in this financial report is Australian dollars.
(i) Compliance with IFRS
The consolidated financial statements of the Group also comply with International Financial Reporting Standards
(IFRS) as issued by the International Accounting Standards Board (IASB).
(ii) Historical cost convention
These financial statements have been prepared under the historical cost convention, as modified by the
revaluation of available-for-sale investments and financial assets and liabilities (including derivative financial
instruments) at fair value through profit and loss.
(iii) Going Concern
The financial statements have been prepared on a going concern basis which contemplates the continuity of
normal business activities and the realisation of assets and discharge of liabilities in the ordinary course of
business. This includes the realisation of capitalised exploration expenditure of $2,223,025 (30 June 2010:
$12,691). Whilst the directors believe sufficient funds are held for commitments over the next 12 months, the
ability of the consolidated entity beyond that period, to maintain continuity of normal business activities and to
pay their debts as and when they fall due and to recover the carrying value of their areas of interest, is
dependent upon the ability of the company to successfully raise additional capital and/or the successful
exploration and subsequent exploitation of their areas of interest through sale or development.
(b) Principles of consolidation
(i) Subsidiaries
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of the company as
at 30 June 2011 and the results of all subsidiaries for the year then ended. The company and its subsidiaries
together are referred to in these financial statements as the Group or the consolidated entity.
Subsidiaries are all those entities over which the Group has the power to govern the financial and operating
policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and
effect of potential voting rights that are currently exercisable or convertible are considered when assessing
whether the Group controls another entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are
de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between consolidated companies are
eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment
of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the consolidated entity (refer to note 1(h)).
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated
income statement, statement of comprehensive income, statement of changes in equity and statement of
financial position respectively.
(ii)
Joint ventures
Jointly controlled assets
The proportionate interests in the assets, liabilities and expenses of a joint venture activity have
been incorporated in the financial statements under the appropriate headings. Details of the joint
venture are set out in note 25.
(c) Foreign currency translation
Functional and presentation currency
(i)
Items included in the financial statements of each of the Group's entities are measured using the currency of the
primary economic environment in which it operates (‘the functional currency'). The consolidated financial
37 | RENAISSANCE URANIUM LIMITED Annual Report 2011
Notes to the consolidated financial statements
statements are presented in Australian dollars, which is the company's functional and presentation currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at
the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated
in foreign currencies are recognised in profit or loss, except when they are deferred in equity as qualifying cash
flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign
operation.
Foreign exchange gains and losses that relate to borrowings are presented in the consolidated income
statement, within finance costs. All other foreign exchange gains and losses are presented in the consolidated
income statement on a net basis within other income or other expenses.
(d) Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as
revenue are net of returns, trade allowances and duties and taxes paid. Interest income is recognised on a
time proportion basis using the effective interest method.
(e) Cash and cash equivalents
For the purpose of presentation in the statements of cash flows, cash and cash equivalents includes cash on
hand, deposits held at call with financial institutions, other short-term and highly liquid investments with original
maturities of three months or less that are readily convertible to known amounts of cash and which are subject
to an insignificant risk of changes in value.
(f) Trade receivables
Trade and other receivables are recognised initially at cost less any impairment losses. Trade and other
receivables are generally due for settlement within 30 days. They are presented as current assets unless
collection is not expected for more than 12 months after the reporting date.
(g)
Income tax
The income tax expense or revenue for the period is the tax payable on the current period's taxable income
based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and
liabilities attributable to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the
end of the reporting period in the countries where the company's subsidiaries and associates operate and
generate taxable income. Management periodically evaluates positions taken in tax returns with respect to
situations in which applicable tax regulation is subject to interpretation. It establishes provisions where
appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the
tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements.
However, deferred tax liabilities are not recognised if they arise from the initial recognition of good will.
Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a
transaction other than a business combination that at the time of the transaction affects neither accounting nor
taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or
substantially enacted by the end of the reporting period and are expected to apply when the related deferred
income tax asset is realised or the deferred income tax liability is settled.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
Notes to the consolidated financial statements
Annual Report 2011 RENAISSANCE URANIUM LIMITED | 38
1
Summary of significant accounting policies (continued)
(g) Income tax (continued)
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount
and tax bases of investments in foreign operations where the company is able to control the timing of the
reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable
future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets
and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and
tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a
net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in
other comprehensive income or directly in equity. In this case, the tax is also recognised in other
comprehensive income or directly in equity, respectively.
(h) Business combinations
The acquisition method of accounting is used to account for all business combinations, regardless of whether
equity instruments or other assets are acquired. The consideration transferred for the acquisition of a
subsidiary comprises the fair values of the assets transferred, the liabilities incurred and the equity interests
issued by the Group. The consideration transferred also includes the fair value of any asset or liability resulting
from a contingent consideration arrangement and the fair value of any pre-existing equity interest in the
subsidiary. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities
and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at
their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any
minority interests in the acquiree either at fair value or at the minority interests' proportionate share of the
acquiree’s net identifiable assets.
The excess of the consideration transferred, the amount of any minority interests in the acquiree and the
acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the Group's share
of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of
the net identifiable assets of the subsidiary acquired and the measurement of all amounts has been reviewed,
the difference is recognised directly in profit or loss as a bargain purchase.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are
discounted to their present value as at the date of exchange. The discount rate used is the entity's incremental
borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier
under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial
liability are subsequently remeasured to fair value with changes in fair value recognised in profit or loss.
(i)
Impairment of assets
Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested
annually for impairment or more frequently if events or changes in circumstances indicate that they might be
impaired. Other assets that are subject to amortisation are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is
recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes
of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash
flows (cash generating units).
Non-financial assets other than goodwill that have previously been impaired are reviewed for possible reversal
of impairment at each reporting date.
(j) Property, plant and equipment
All plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that
is directly attributable to the acquisition of the items.
The cost of an item of plant and equipment also includes the initial estimate of the costs of dismantling and
removing the item and restoring the site on which it is located.
39 | RENAISSANCE URANIUM LIMITED Annual Report 2011
Notes to the consolidated financial statements
1
Summary of significant accounting policies (continued)
(j) Property, plant and Equipment (continued)
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to the
Group and the cost of the item can be measured reliably. The carrying amount of any component accounted
for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to
profit or loss during the reporting period in which they are incurred.
Depreciation on plant and equipment (excluding land) is calculated on a straight line basis over the estimated
useful life of the asset.
The expected useful lives in the current and comparative periods are as follows:
-
Plant and equipment
3 years
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each
reporting period.
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount
is greater than its estimated recoverable amount (note 1(i)).
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are
included in the income statement.
(k) Exploration and evaluation expenditure
Exploration and evaluation expenditure is carried forward in the financial statements, in respect of areas of
interest for which the rights of tenure are current and where:
(i) such costs are expected to be recouped through successful development and exploitation of the area of
interest, or alternatively, by its sale; or
(ii) exploration and/or evaluation activities in the area of interest have not yet reached a stage which permits a
reasonable assessment of the existence or otherwise of economically recoverable reserves and while active
and significant operations in, or in relation to, the area are continuing.
Exploration expenditure incurred that does not satisfy the policy stated above is expensed in the period in which
it is incurred. Exploration expenditure that has been capitalised which no longer satisfies the policy stated
above is written off in the period in which that decision is made.
The net carrying value of each area of interest is reviewed regularly and, to the extent to which this value
exceeds its recoverable value, that excess is provided for or written off in the year in which this is determined.
(l) Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of financial
year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.
Trade and other payables are presented as current liabilities unless an unconditional right exists to defer
payment 12 months from the reporting date. They are recognised initially at their fair value and subsequently
measured at amortised cost using the effective interest method.
(m) Provisions
Provisions for legal claims are recognised when: the Group has a present legal or constructive obligation as a
result of past events; it is more likely than not that an outflow of resources will be required to settle the
obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating
losses.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is
determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood
of an outflow with respect to any one item included in the same class of obligations may be small.
The Group has obligations to dismantle, remove, restore and rehabilitate certain items of property, plant and
equipment.
Notes to the consolidated financial statements
Annual Report 2011 RENAISSANCE URANIUM LIMITED | 40
1
Summary of significant accounting policies (continued)
(n) Employee benefits
(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits and annual leave and accumulating sick
leave expected to be settled within 12 months after the end of each reporting period in which the employees
render the related service are recognised in respect of employees' services up to the end of the reporting period
and are measured at the amounts expected to be paid when the liabilities are settled. The liability for annual
leave and accumulating sick leave is recognised in the provision for employee benefits. All other short-term
employee benefit obligations are presented as payables.
(ii) Retirement benefit obligations
Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into
a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for
contributions to defined contribution pension plans are recognised as an employee benefit expense in profit or
loss when they are due.
(iii) Share-based payments
Share-based compensation benefits are provided to directors, executives and consultants through the granting
of share options. Detailed information is set out in note 29.
Options are granted for no cash consideration. When these share options are granted, the fair value of the
options issued is recognised as an employee benefits expense with a corresponding increase in equity.
The fair value at grant date is independently determined using a Black-Scholes option pricing model that takes
into account the exercise price, the term of the option, the vesting and performance criteria, the impact of
dilution, the non-tradeable nature of the option, the share price at grant date and expected price volatility of the
underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.
Upon the exercise of options, the balance of the share-based payments reserve relating to those options is
transferred to share capital.
(o) Contributed equity
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax,
from the proceeds.
(p) Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
•
•
the profit attributable to owners of the company, excluding any costs of servicing equity other than ordinary
shares
by the weighted average number of ordinary shares outstanding during the financial year.(refer to note 28)
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into
account:
•
•
the after income tax effect of interest and other financing costs associated with dilutive potential ordinary
shares, and
the weighted average number of additional ordinary shares that would have been outstanding assuming
the conversion of all dilutive potential ordinary shares.
41 | RENAISSANCE URANIUM LIMITED Annual Report 2011
Notes to the consolidated financial statements
1
Summary of significant accounting policies (continued)
(q) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the Managing
Director, who is the Group's chief operating decision maker. The Managing Director is responsible for
allocating resources and assessing performance of the operating segments.
Change in accounting policy
The Group has adopted AASB 8 Operating Segments from 1 July 2010. AASB 8 replaces AASB 114 Segment
Reporting. The new standard requires a 'management approach', under which segment information is
presented on the same basis as that used for internal reporting purposes. There has been no impact on the
reportable segments presented for the Group. In addition, there has been no impact on the measurement of
the Group’s assets and liabilities.
(r) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred
is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of
the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of
GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the
consolidated statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or
financing activities which are recoverable from, or payable to the taxation authority, are presented as operating
cash flows.
(s) Parent Entity financial information
The financial information for the Parent Entity, Renaissance Uranium Limited, disclosed in note 30 has been
prepared on the same basis as the consolidated financial statements, except as set out below.
Investments in subsidiaries and joint venture entities
(i)
Investments in subsidiaries and joint venture entities are accounted for at cost in the financial statements of the
Parent Entity.
Notes to the consolidated financial statements
Annual Report 2011 RENAISSANCE URANIUM LIMITED | 42
2 Financial risk management
The Group does not have a formally established treasury function. The board is responsible for managing
the Group’s finance facilities. The Group does not currently undertake hedging of any kind and is not
directly exposed to currency risk.
The Group holds the following financial instruments:
Financial assets
Cash and cash equivalents
Trade and other receivables
Financial liabilities
Trade and other payable
(a)
Market risk
Consolidated
30 June
2011
$
30 June
2010
$
7,485,009
125,531
7,610,540
220,543
584
221,127
446,683
446,683
428,432
428,432
(i) Cash flow and fair value interest rate risk
As at 30 June 2011 and 30 June 2010, the Group had no borrowings.
The table below summarises the Group's exposure to interest rate risk at the end of the reporting period:
Consolidated
30 June 2011
30 June 2010
Weighted
average
interest rate
%
Balance
$
Weighted
average
interest rate
%
Balance
$
Cash and cash equivalents
Trade and other receivables
Trade and other payables
Net exposure to cash flow interest rate risk
5.7 %
- %
- %
7,485,009
125,531
(446,683)
7,163,857
0 %
- %
- %
220,543
584
(428,432)
(207,305)
An analysis by maturities is provided in (c) below.
The Group analyses its interest rate exposure on a dynamic basis.
(ii) Summarised sensitivity analysis
The table below summarises the sensitivity of the Group’s financial assets and financial liabilities to interest
rate risk.
Consolidated
30 June 2011
Interest rate risk
- 1.0%
+ 1.0%
Carrying
amount
$
Profit
$
Other equity
$
Profit
$
Other equity
$
Financial assets
Cash and cash equivalents
Trade and other receivables
Financial liabilities
Trade and other payables
Total increase/ (decrease)
7,485,009
125,531
(446,683)
7,163,857
(74,851)
-
-
(74,851)
-
-
-
-
74,851
-
-
74,851
-
-
-
-
43 | RENAISSANCE URANIUM LIMITED Annual Report 2011
Notes to the consolidated financial statements
2
(a)
Financial risk management (continued)
Market risk (continued)
Consolidated
30 June 2010
Financial assets
Cash and cash equivalents
Trade and other receivables
Financial liabilities
Trade and other payables
Total increase/ (decrease)
(b) Credit risk
Carrying
amount
$
- 0%
Profit
$
Interest rate risk
Other equity
$
+0%
Profit
$
Other equity
$
220,543
584
-
(428,432)
207,305 -
-
-
Credit risk is managed on a Group basis. Credit risk arises from cash and cash equivalents and deposits
with banks and financial institutions, as well as credit exposures to customers, including outstanding
receivables and committed transactions. For banks and financial institutions, only independently rated
parties with a minimum rating of 'A' are accepted. If wholesale customers are independently rated, these
ratings are used. Otherwise, if there is no independent rating, risk control assesses the credit quality of the
customer, taking into account its financial position, past experience and other factors. Individual risk limits
are set based on internal or external ratings in accordance with limits set by the board. The compliance with
credit limits by wholesale customers is regularly monitored by line management. Sales to retail customers
are required to be settled in cash or using major credit cards, mitigating credit risk.
The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to
external credit ratings (if available) or to historical information about counterparty default rates:
Trade and other receivables
Counterparties without external credit rating
Total trade and other receivables
Cash and cash equivalents
Minimum rating of A
Total cash and cash equivalents
(c) Liquidity risk
Consolidated
2011
$
2010
$
125,531
125,531
584
584
7,485,009
7,485,009
220,543
220,543
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the
availability of funding through an adequate amount of committed credit facilities to meet obligations when due
and close out market positions. At the end of each reporting period the Group held deposits at call of
$7,485,009 (2010: $220,543) that are expected to readily generate cash inflows for managing liquidity risk.
The Group has sufficient funds to finance its operations and exploration activities and to allow it to fund
unforeseen expenditure.
Maturities of financial liabilities
The tables below analyse the Group's financial liabilities into relevant maturity groupings based on their
contractual maturities.
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12
months equal their carrying balances as the impact of discounting is not significant.
Notes to the consolidated financial statements
Annual Report 2011 RENAISSANCE URANIUM LIMITED | 44
Financial risk management
2
(continued)
(c) Liquidity risk (continued)
Less than 6
months
6 - 12
months
Less
than 1
year
Between
1 and 5
years
Over 5
years
Group - At 30 June 2011
$
$
$
$
$
Total
contract-
ual
cash
flows
$
Carrying
Amount
(assets)/
liabilities
$
Trade payables
Total
(446,683)
(446,683)
-
-
-
-
-
-
- (446,683) (446,683)
- (446,683) (446,683)
Group At 30 June 2010
Less than 6
months
6 - 12
months
Less than
1 year
Between
1 and 5
years
Over 5
years
$
$
$
$
$
Total
contract-
ual cash
flows
$
Carrying
Amount
(assets)/
liabilities
$
Trade payables
Total
(428,432)
(428,432)
-
-
-
-
-
-
- (428,432) (428,432)
- (428,432) (428,432)
45 | RENAISSANCE URANIUM LIMITED Annual Report 2011 Notes to the consolidated financial statements
3 Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors,
including expectations of future events that may have a financial impact on the entity and that are believed to
be reasonable under the circumstances.
Estimates and judgements are continually evaluated and are based on management's historical experience
and knowledge of relevant facts and circumstances at that time.
The Group makes estimates and judgments concerning the future. The resulting accounting estimates and
judgments may differ from the related actual results and may have a significant effect on the carrying amounts
of assets and liabilities within the next financial year and on the amounts recognised in the financial
statements. Information on such estimates and judgments is contained in the accounting policies and/or notes
to the financial statements.
(i) Exploration and evaluation expenditure
Expenditure which does not form part of the Cash Generating Units assessed for impairment has been carried
forward in accordance with Note 1 (k) on the basis that exploration and evaluation activities have not yet
reached a stage which permits a reasonable assessment of the existence or otherwise of economically
recoverable reserves and active and significant operations in relation to the area are continuing. Exploration
expenditure incurred that does not satisfy the policy stated above is expensed in the period in which it is
incurred. Exploration expenditure that has been capitalised which no longer satisfies the policy stated above
is written off in the period in which the decision is made.
(ii) Estimation for the provision for rehabilitation and dismantling
Provision for rehabilitation and dismantling property, plant and equipment is estimated taking into
consideration facts and circumstances available at the end of the reporting period. This estimate is based on
the expenditure required to undertake the rehabilitation and dismantling, taking into consideration time value.
(iii) Impairment of property, plant and equipment, deferred exploration and development expenditure and mine
properties
The Group reviews for impairment of property, plant and equipment, deferred exploration and development
expenditure and mine properties in accordance with the accounting policy stated in note 1(i) to 1(k). With the
exception of deferred exploration, the recoverable amount of these assets has been determined based on
higher of the assets' fair value less costs to sell and value in use. These calculations require the use of
estimates and judgements.
(iv) Income taxes
Judgement is required in determining the provision for income taxes. The Group recognises liabilities of
anticipated tax based on estimates of taxes due. Where the final tax outcome of these matters is different from
the amounts that were initially recognised, such differences will impact the income tax and deferred tax
provisions in the year in which such determination is made.
(v) Valuation of assets and liabilities in business combinations
Management has applied estimates and judgements in order to determine the value of assets, liabilities and
contingent liabilities acquired by way of business combinations. The value of assets, liabilities and contingent
liabilities recognised at acquisition date are disclosed at fair value on acquisition. In determining the fair value
management has utilised valuation methodologies including discounted cash flow analysis and adjusted
market value analysis. The assumptions made in performing the valuation include assumptions as to discount
rates, foreign exchange rates, commodity prices, timing of development of mine properties, capital costs and
future operating cost.
-
Notes to the consolidated financial statements
Annual Report 2011 RENAISSANCE URANIUM LIMITED | 46
4 Segment information
The consolidated entity has identified its operating segments based on the internal reports that are reviewed
and used by the Managing Director (chief operating decision maker) and the board of directors in assessing
performance determining the allocation of resources. The consolidated entity is managed primarily on a
geographic basis, that is, the location of the respective areas of interest (tenements) in Australia. Operating
segments are determined on the basis of financial information reported to the board which is at the
consolidated level. The consolidated entity does not have any products or services it derives revenue from.
Accordingly, management currently identifies the consolidated entity as having only one reportable segment,
being the exploration for uranium and other minerals in Australia. There have been no changes in the
operating segments during the year. Accordingly, all significant operating decisions are based upon analysis
of the consolidated entity as one segment. The financial results from this segment are equivalent to the
financial statements of the consolidated entity as a whole.
47 | RENAISSANCE URANIUM LIMITED Annual Report 2011
Notes to the consolidated financial statements
5 Revenue
Interest income
6 Expenses
Profit before income tax includes the following specific expenses:
Depreciation
Computer equipment
Total depreciation
Exploration costs
Exploration expenditure incurred
Exploration expenditure written off
Finance costs - net
Interest and finance charges paid/payable for financial liabilities not at
fair value through profit or loss
Fair value gains on interest swaps cash flow hedges - transfer from
equity
Finance costs expensed
Employee benefits expense
Share based payments expense
Defined contribution superannuation expense
Consolidated
30 June
2011
$
30 June
2010
$
190,815
-
Consolidated
30 June
2011
$
30 June
2010
$
917
917
-
-
-
-
-
-
-
306,548
275,000
24,615
-
-
-
-
-
-
-
-
-
-
-
-
Notes to the consolidated financial statements
Annual Report 2011 RENAISSANCE URANIUM LIMITED | 48
7 Income tax expense
(a)
Income tax expense:
Current tax
Deferred tax
Deferred income tax (revenue) expense included in income tax expense
comprises:
Decrease (increase) in deferred tax assets (note 12)
(Decrease) increase in deferred tax liabilities (note 15)
(b) Numerical reconciliation of income tax expense to prima facie
tax payable
Profit from continuing operations before income tax expense
Tax at the Australian tax rate of 30% (2010: 30%)
Tax effect of amounts which are not deductible (taxable) in calculating
Taxable income:
Non-taxable income:
- Debt forgiveness
Non-deductible expenses:
Entertainment
Share-based payments
-
-
Deductible capital raising costs
Deferred tax asset not recognised
Under / over provision for income tax
Consolidated
30 June
2011
$
30 June
2010
$
-
-
-
-
-
-
(415,658)
415,658
-
(3,507)
3,507
-
(1,049,980)
(1,049,980)
(314,994)
(167,646)
(167,646)
(50,294)
(300)
-
330 -
145,544
-
(47,755)
-
217,175
49,416
- 878
(314,994) 50,294
Income tax expense
-
-
Consolidated
30 June
2011
$
30 June
2010
$
(c) Tax losses
Unused tax losses for which no deferred tax asset has been recognised
Potential tax benefit @ 30%
919,888
275,996
186,193
55,858
Consolidated
30 June
2011
$
30 June
2010
$
(d) Unrecognised temporary differences
Temporary differences for which deferred tax assets have not been
recognised:
Temporary differences
Potential tax benefit @ 30%
-
-
1,093
328
49 | RENAISSANCE URANIUM LIMITED Annual Report 2011
Notes to the consolidated financial statements
8 Current assets - Cash and cash equivalents
Cash at bank and in hand
(a) Cash at bank and on hand
Consolidated
30 June
2011
$
30 June
2010
$
7,485,009
220,543
Cash at bank accounts are interest bearing attracting normal market interest rates.
As funds are held with AA/AA1 to A/A1 credit rated financial institutions (as per S&P/Moody's ratings) there is
minimal counterparty credit risk of funds held.
(b) Fair value
The carrying amount for cash and cash equivalents equals the fair value.
9 Current assets - Trade and other receivables
GST refundable
Sundry receivables
(a) Fair value risk
Consolidated
30 June
2011
$
30 June
2010
$
67,197
58,334
125,531
284
300
584
Due to the short-term nature of current receivables, their carrying amount is assessed to approximate their fair
value.
(b) Credit risk
Information concerning the credit risk of both current and non-current receivables is set out in the non-current
receivables
The maximum exposure to credit risk at the end of each reporting period is the carrying amount of each class
of receivables mentioned above. The fair value of securities held for certain trade receivable is insignificant
as is the fair value of any collateral sold or re-pledged. Refer to note 2 for more information on the risk
management policy of the Group and the credit quality of the entity's trade receivables.
Notes to the consolidated financial statements
Annual Report 2011 RENAISSANCE URANIUM LIMITED | 50
10 Non-current assets - Property, plant and equipment
Consolidated
Year ended 30 June 2011
Opening net book amount
Additions
Depreciation charge
Closing net book amount
At 30 June 2011
Cost
Accumulated depreciation
Net book amount
Plant and
equipment
$
Total
$
-
5,130
(917)
4,213
5,130
(917)
4,213
-
5,130
(917)
4,213
5,130
(917)
4,213
11 Non-current assets - Exploration and evaluation expenditure
Exploration and evaluation
Consolidated
Opening balance
Acquisitions through business combinations
Expenditure incurred
Closing balance
30 June
2011
$
12,691
600,000
1,610,334
2,223,025
30 June
2010
$
1,000
11,691
12,691
Exploration and evaluation expenditure comprises of net direct costs and includes an appropriate portion of
related salaries & wages expenditure associated with each area of interest. During the financial year the
consolidated entity has allocated $325,776 of internal costs (2010: nil) which forms part of the exploration
expenditure for the year.
The recoverability of exploration and evaluation assets depends on successful developments or sale of
tenement areas.
12 Non-current assets - Deferred tax assets
Consolidated
The balance comprises temporary differences attributable to:
Deductible temporary differences
-
-
-
Accruals and other payables
Employee benefits
Expenses deductible over 5 years
Tax losses
Total deferred tax assets
30 June
2011
$
30 June
2010
$
8,462
1,500
10,509 -
22,693 2,635
-
377,621
419,465
4,135
Set-off of deferred tax liabilities pursuant to set-off provisions (note 15) ( 419,465)
Temporary differences for which tax assets have not been recognised -
Net deferred tax assets
-
(3,807)
(328)
Movements:
Opening balance at 1 July
Credited/(charged) to the consolidated income statement
Closing balance at 30 June
3,807
415,658
-
-
300
3,507
3,807
51 | RENAISSANCE URANIUM LIMITED Annual Report 2011
Notes to the consolidated financial statements
13 Current liabilities - Trade and other payables
Trade payables
Sundry creditor and accrued expenses
Other payables
Prepayment of subscription of shares
14 Current liabilities - Provisions
Consolidated
30 June
2011
$
30 June
2010
$
226,484
212,877
7,322
-
446,683
2,543
200,889
-
225,000
428,432
Consolidated
30 June
2011
$
30 June
2010
$
Employee benefits
35,030
-
Provision for employee benefits is made for annual leave owed as at 30June 2011
15 Non-current liabilities - Deferred tax liabilities
Consolidated
30 June
2011
$
30 June
2010
$
The balance comprises temporary differences attributable to:
Assessable temporary differences
-
-
Interest receivable
Exploration and evaluation expenditure
Total deferred tax liabilities
16,532
402,993
419,465
-
3,807
3,807
Set-off of deferred tax liabilities pursuant to set-off provisions (note 12) (419,465)
-
Net deferred tax liabilities
(3,807)
-
Movements:
Opening balance at 1 July
Credited/(charged) to the consolidated income statement
Closing balance at 30 June
3,807
415,658
419,465
300
3,507
3,807
Notes to the consolidated financial statements
Annual Report 2011 RENAISSANCE URANIUM LIMITED | 52
16 Contributed equity
30 June
2011
Shares
30 June
2010
Shares
30 June
2011
$
30 June
2010
$
(a) Share capital
Ordinary shares
Fully paid
(b),(c)
113,250,000 30,000,000 9,709,300 301
(b) Movements in ordinary share capital:
Date
Details
Notes
Number of
shares
Issue price
$
1 July 2009
6 May 2010
30 June 2010
Opening balance
Ordinary shares issued
Balance
1
29,999,999
30,000,000
1
300
301
2 August 2010
2 August 2010
Ordinary shares issued
Ordinary shares issued - acquisition
consideration of Kurilpa Uranium Pty
Ltd
1 September 2010 Ordinary shares issued
9 December 2010 Ordinary shares issued (at IPO)
20 December 2010 Ordinary shares
issued - consideration for Hiltaba JV
agreement
7,500,000
$0.03
225,000
20,000,000
15,000,000
40,000,000
$0.03
$0.12
$0.20
600,000
1,800,000
8,000,000
750,000
$0.23
172,500
10,797,801
30 June 2011
Less: Transaction costs arising on
share issues, net of tax
Balance
113,250,000
(1,088,501)
9,709,300
(c) Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the
company in proportion to the number of and amounts paid on the shares held.
On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to
one vote, and upon a poll each share is entitled to one vote.
(d) Options
Information relating to options issued, exercised and lapsed during the financial year and options
outstanding at the end of the reporting period, is set out in note 29.
(e) Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going
concern while maximising the return to stakeholders through the optimisation of its capital structure
comprising equity and cash.
The Group reviews the capital structure on a semi-annual basis. As part of this review the Group considers
the cost of capital and the risks associated with each class of capital. Based on recommendations from the
Group, the Group will balance its overall capital structure through the payment of dividends, new share
issues or new debt.
53 | RENAISSANCE URANIUM LIMITED Annual Report 2011 Notes to the consolidated financial statements
17 Reserves and retained earnings
(a) Reserves
Share-based payments
Movements:
Share-based payments
Balance 1 July
Options granted
Balance 30 June
(b) Retained earnings
Movements in retained earnings were as follows:
Balance 1 July
Net loss for the year
Balance 30 June
(c) Nature and purpose of reserves
Consolidated
30 June
2011
$
30 June
2010
$
891,660
-
Consolidated
30 June
2011
$
30 June
2010
$
-
891,660
891,660
-
-
-
Consolidated
30 June
2011
$
(194,915)
(1,049,980)
(1,244,895)
30 June
2010
$
(27,269)
(167,646)
(194,915)
(i) Share-based payments
The share-based payments reserve is used to recognise the fair value of equity instruments issued to
directors, executives, consultants and others.
18 Dividends
The directors did not declare a dividend for the June 2011 period.
Parent Entity
30 June
2011
$
30 June
2010
$
Franking credits available for subsequent financial years based on a
tax rate of 30% (2010: 30%)
-
-
Notes to the consolidated financial statements
Annual Report 2011 RENAISSANCE URANIUM LIMITED | 54
19 Key management personnel disclosures
(a) Directors
Details of directors are disclosed in the Directors' Report.
(b) Key management personnel compensation
Short-term employee benefits
Post-employment benefits
Long-term benefits
Consolidated
30 June
2011
$
30 June
2010
$
672,147
28,927
386,000
1,087,074
-
-
-
-
Detailed remuneration disclosures are provided in the remuneration report on pages 3 to 9.
(c) Details of remuneration
Details of the remuneration of each director of the company and each of the specified executives of the Group,
including their personally related entities, are set out in the remuneration report on pages 13 to 19. Any cash
bonuses are subject to board approval as set out in the section headed ''Short-term incentives'' above, and the
options are granted at the board's discretion. All other elements of remuneration are not directly related to
performance.
(i) Share-based compensation - options
Options were granted during to directors and executives during year ended 30 June 2011 subject to board
approval. Please refer to note 29 for further details.
Options are granted for no consideration.
The terms and conditions of each grant of options affecting remuneration in this or future reporting periods are
as follows:
Grant date
30 August 2010
30 August 2010
Expiry date
15 December 2013
31 December 2014
Exercise price
$0.24
$0.24
Options granted carry no dividend or voting rights.
Value per option at
grant date
$0.050
$0.061
Date exercisable
30 August 2010
15 December 2010
When exercisable, each option is convertible into one ordinary share.
(ii) Share holdings
The numbers of shares in the company held during the financial year by each director of the company and
other key management personnel of the Group, including their personally related parties, are set out below.
There were no shares granted during the reporting period as compensation.
55 | RENAISSANCE URANIUM LIMITED Annual Report 2011 Notes to the consolidated financial statements
19 Key management personnel disclosures (continued)
2011
Balance at
the start of
the year
Name
Directors of the company
Ordinary shares
David Macfarlane
David Christensen
Geoffrey McConachy
Andrew Martin*
Stephen Bizzell
Abigail Steed
Other key management personnel of the Group
Ordinary shares
Angelo Gaudio
Duncan Cornish
-
12,000,000
6,000,000
-
-
-
6,000,000
-
Granted
during
reporting year
as
compensation
Received
during the
year on the
exercise of
options
Other
changes
during the
year **
Balance at
the end of the
year
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
640,000
-
-
20,000,000
9,308,999
-
640,000
12,000,000
6,000,000
20,000,000
9,308,999
-
15,000
908,796
6,015,000
908,796
* Mr Martin is a non-executive director and is a director of SLRI Pty Ltd and St Lucia Capital Fund Pty Ltd, which act
as corporate trustees for trust funds which together are substantial (greater than 5%) shareholders in the Company.
Mr Martin is a beneficiary of a trust ultimately holding a more than 20% interest in these trust funds.
** Other changes occurred during the year based on acquisition of Kurilpa and on-market transactions with same
market related terms and conditions.
2010
Name
Balance at the
start of the
year
Granted during
reporting year
as
compensation
Received
during the
year on the
exercise of
options
Other
changes
during the
year
Balance at
the end of
the year
Directors of the company
Ordinary shares
-
David Macfarlane
1
David Christensen
-
Geoffrey McConachy
-
Andrew Martin
-
Stephen Bizzell
Abigail Steed
-
Other key management personnel of the Group
Ordinary shares
Angelo Gaudio
Duncan Cornish
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,999,999
6,000,000
-
-
-
-
2,000,000
6,000,000
-
-
-
6,000,000
-
6,000,000
-
(d)
Other transactions with key management personnel
Mr G W McConachy, a director, is a director of Euro Exploration Services Pty Ltd. The company has rented
office space from Euro Exploration Services Pty Ltd for the past nine months. Euro Exploration Services Pty Ltd
has also provided exploration services, geochemical sampling services as well as the provision of Geological
personnel services. The rental and services provided are based on normal commercial terms and conditions.
During the financial year the Company incurred expenses of $132,516 (2010: $2,543) from Euro Exploration
Services Pty Ltd of which $116,298 (2010: $2,543) has been capitalised as Exploration Expenditure during the
financial year. $17,418 (2010: $2,543) was owing to Euro Exploration Services Pty Ltd at 30 June 2011.
Mr S. Bizzell, a director, is a director of Bizzell Capital Partners Pty Ltd. During the seed capital raising and IPO
process Bizzell Capital Partners Pty Ltd provided capital raising and underwriting services to the Group. These
dealings were based on normal commercial terms and conditions as part of the listing process. During the
financial year the Company incurred expenses of $374,325 (2010: $Nil) from Bizzell Capital Partners Pty Ltd for
seed capital raising fees and IPO underwriting fees. No amount (2010: $Nil) was owing to Bizzell Capital
Partners Pty Ltd at 30 June 2011.
Ms A. Steed, a director during the period, is a partner of McDonald Steed McGrath Lawyers, the Company's legal
advisors. McDonald Steed McGrath has provided legal services to the Group. The legal services have been
provided on normal commercial terms and conditions. During the financial year, whilst Ms A Steed filled the role of
Director, the Company incurred expenses of $Nil (2010: $12,220) from McDonald Steed McGrath.
Notes to the consolidated financial statements
Annual Report 2011 RENAISSANCE URANIUM LIMITED | 56
20 Remuneration of auditors
During the year the following fees were paid or payable for services provided by the auditor of the Parent Entity,
its related practices and non-related audit firms:
(a) BDO Audit (QLD) Pty Ltd
(i) Audit and other assurance services
Amounts paid/payable for audit and review of financial statements for the
entity or any entity in the Group:
Amounts paid to BDO Audit (QLD) Pty Ltd for investigating accountants
report on information included in a prospectus:
Total remuneration for audit and other assurance services
(ii) Taxation services
Amounts paid/payable to a related practice of the auditor for tax
compliance and advisory services for the entity or any entity in the
Group:
Total remuneration for taxation services
Total auditors' remuneration
Consolidated
30 June
2011
$
30 June
2010
$
37,000
13,750
50,750
5,000
5,000
5,000
7,570
7,570
-
-
58,320
5,000
It is the Group’s policy to employ the auditors on assignments additional to their statutory audit duties where
their expertise and experience with the Group are important. These assignments are principally for taxation
advice and the services are provided by a related practice of the auditor.
21 Commitments
In order to maintain current rights to tenure to exploration tenements, the consolidated entity is required to
perform minimum exploration work to meet the minimum expenditure requirements specified by various State
governments. These amounts are subject to renegotiation when application for a mining lease is made and at
other times. These amounts, which are not provided for in the financial report and are expected to be
capitalised as incurred but not recognised as liabilities, are as follows:
Exploration and mining leases
Commitments in relation to leases contracted for at the end of each
reporting period but not recognised as liabilities, payable:
Within one year
Later than one year but not later than five years
Later than five years
Consolidated
30 June
2011
$
30 June
2010
$
1,492,000
1,748,767
-
3,240,767
237,000
-
-
237,000
To keep tenements in good standing, work programs should meet certain minimum expenditure requirements. If
the minimum expenditure requirements are not met, the Company has the option to negotiate new terms or
relinquish the tenements. The Company also has the ability to meet expenditure requirements by joint venture
or farm-in agreements.
57 | RENAISSANCE URANIUM LIMITED Annual Report 2011 Notes to the consolidated financial statements
22 Related party transactions
(a) Parent Entities
The Parent Entity within the Group is Renaissance Uranium Limited.
(b) Directors
The names of persons who were directors of the Parent Entity at any time during the financial year are as
follows: David Macfarlane, David Christensen, Geoffrey McConachy, Andrew Martin, Stephen Bizzell and
Abigail Steed.
All of these persons were also directors during the year ended 30 June 2010, except for David Macfarlane,
Andrew Martin and Stephen Bizzell who were appointed on 1 September 2010 and Geoffrey McConachy who
was appointed on 6 October 2010. In addition, Abigail Steed held office as a director until her resignation on
26 July 2010.
(c) Subsidiaries
Interests in subsidiaries are set out in note 24.
(d) Key management personnel
Disclosure relating to key management personnel are set out in note 19.
23 Business combination
(a) Summary of acquisition
On 10 May 2010, the company entered into a Share Sale Agreement with Kurilpa Uranium Pty Ltd and its
shareholders to purchase 100% of the issued capital in Kurilpa Uranium Pty Ltd.
The agreement was conditional on a number of matters, including satisfactory due diligence investigations
being completed by the company. All conditions were satisfied and the sale was completed on 2 August 2010.
The acquisition of Kurilpa Uranium Pty Ltd added four prospective tenements in the Northern Territory to the
company’s existing portfolio. The Company acquired all of the issued shares in Kurilpa Uranium Pty Ltd for
consideration of 20,000,000 ordinary shares at a price of $0.03 in the Company. Acquisition Costs of
$86,455 have been expensed during the period.
No part of the operations of Kurilpa Uranium Pty Ltd has, or will be, disposed of as part of the combination.
Details of the purchase consideration, the net assets acquired and goodwill are as follows:
Purchase consideration (refer to (d) below):
Fair value of shares issued
Total purchase consideration
Fair value of net identifiable assets acquired (refer to (c) below)
Goodwill
$
600,000
600,000
600,000
-
Notes to the consolidated financial statements
Annual Report 2011 RENAISSANCE URANIUM LIMITED | 58
23 Business combination (continued)
(b) Cash flow information
Outflow of cash to acquire business, net of cash acquired
Cash consideration
Less: Balances acquired
Cash
Inflow / (outflow) of cash
Consolidated
30 June
2011
$
30 June
2010
$
-
(100)
100
-
-
-
At the date of these financial statements no additional payments are anticipated.
(c) Assets and liabilities acquired
The assets and liabilities recognised as a result of the acquisition are as follows:
Cash
Exploration expenditure
Net assets acquired
Fair value
$
100
599,900
600,000
(i) Acquisition-related costs
Legal fees, stamp duties, consultant fees and other acquisition-related costs have been included in profit or
loss.
(ii) Acquired receivables
Identifiable assets acquired include trade and other receivables with a fair value of $nil.
(iii) Revenue and profit contribution
From the date of acquisition, Kurilpa Uranium Pty Ltd has contributed nil to revenue and $352 to the net loss
of the Group. If the acquisition had occurred on 1 July 2010, the revenue of the Group would have been
$190,815 and the net loss would have been $1,049,980.
(d) Purchase consideration - cash outflow
No cash outflow as the purchase consideration was a non-cash transaction of 20,000,000 ordinary shares in
the Company.
24 Subsidiaries
Significant investments in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following
subsidiaries in accordance with the accounting policy described in note 1(b).
Name of entity
incorporation Class of shares
Equity holding
Country of
2011
%
2010
%
Kurilpa Uranium Pty Ltd
Australia
Ordinary
100
-
59 | RENAISSANCE URANIUM LIMITED Annual Report 2011 Notes to the consolidated financial statements
25 Interests in joint ventures
The Company entered into an agreement with Hiltaba Gold Pty Ltd, a subsidiary of Stellar Resources Limited.
Pursuant to the Cowell Joint Venture Agreement entered into on 26 October 2010, the company is required to
make a minimum of $500,000 spend on EL3978 during an initial exploration period of 18 months from the
execution date of the JV Agreement. As at 30 June 2011 exploration expenditure of $610,210, solely funded
by the company, has been recorded and as such the company has met the required minimum spend
commitment.
The company may elect at any time during the initial exploration period, subject to meeting the minimum
spend, to earn a 75% interest with a further commitment of $3,000,000 exploration expenditure on EL3978
over 4 years.
26 Events occurring after the reporting period
No matter or circumstance has occurred subsequent to year end that has significantly affected, or may
significantly affect, the operations of the Group, the results of those operations or the state of affairs of the
Group in subsequent financial years.
27 Reconciliation of profit after income tax to net cash outflow from operating
activities
Consolidated
30 June
2011
$
30 June
2010
$
Profit / (loss) for the year
Depreciation and amortisation
Non-cash director, executive and consultant benefits
expense - share-based payments
Change in operating assets and liabilities, net of effects from purchase of
controlled entity:
(Increase) / decrease in trade and other receivables
Increase / (decrease) in trade and other payables
Increase / (decrease) in provisions
Net cash inflow / (outflow) from operating activities
(1,049,980)
917
(167,646)
-
485,145
-
(124,947)
177,321
35,030
(476,514)
(284)
159,502
0
(8,428)
Non-cash financing and investing activities
Acquisition of Kurilpa Uranium Pty Ltd by way of an issue of shares
(600,000)
Shares and share options issued to Hiltaba Gold Pty Ltd for no cash
consideration in respect of Exploration and Evaluation activities
(280,015)
Shares options issued to consultants for no cash consideration in respect
of raising seed capital and underwriting the Initial Public Offering
(299,000)
-
-
-
Notes to the consolidated financial statements
Annual Report 2011 RENAISSANCE URANIUM LIMITED | 60
28 Earnings per share
(a) Basic earnings per share
From continuing operations attributable to the ordinary owners of the
company
From discontinued operation
Total basic earnings per share attributable to the ordinary owners of
the company
(b) Diluted earnings per share
From continuing operations attributable to the ordinary owners of the
company
From discontinued operation
Total diluted earnings per share attributable to the ordinary owners of
the company
Consolidated
30 June
2011
Cents
30 June
2010
Cents
(1.2)
-
(1.2)
(1.2)
-
(1.2)
(3.6) *
-
(3.6)
(3.6) *
-
(3.6)
* Note - The Company was a private company as at 30 June 2010 with a different share structure, which
should be taken into consideration when reviewing comparative numbers. The company converted to a public
company and successfully listed on the Australian Securities Exchange on 15 December 2010.
(c) Reconciliations of earnings used in calculating earnings per share
Basic earnings per share
Profit / (loss) attributable to the ordinary owners of the company used
in calculating basic earnings per share
From continuing operations
(d) Weighted average number of shares used as the denominator
Weighted average number of ordinary shares used as the
denominator in calculating basic earnings per share
Adjustments for calculation of diluted earnings per share:
Options*
Weighted average number of ordinary shares and potential ordinary
shares used as the denominator in calculating diluted earnings per
share
* Options are considered anti-dilutive as the Group is loss making
Consolidated
30 June
2011
$
30 June
2010
$
(1,049,980)
(1,049,980)
(167,645)
(167,645)
Consolidated
30 June
2011
Number
30 June
2010
Number
90,293,836
4,602,741
-
-
90,293,836
4,602,741
(i) Options
The options have not been included in the determination of basic earnings per share. Options could potentially
dilute earnings per share in the future. Details relating to the options are set out in note 29.
61 | RENAISSANCE URANIUM LIMITED Annual Report 2011 Notes to the consolidated financial statements
29 Share-based payments
(a) Share based payments to directors, executives and consultants
During the year ended 30 June 2011 the following options were issued to directors, senior management and
consultants of the consolidated entity:
(i) 5,500,000 unlisted $0.24 options, expiring 15 December 2013, issued to the directors of the consolidated entity
(vesting immediately on issue or on appointment as a director)
(ii) 2,600,000 unlisted $0.24 options, expiring 15 December 2013, issued to consultants of the consolidated entity
(vesting immediately on issue)
(iii) 1,000,000 unlisted $0.24 options, expiring 31 December 2014, issued to a consultant of the consolidated entity
(vesting on 15 December 2010)
(iv) 700,000 unlisted $0.24 options, expiring 31 December 2014, issued to a consultant of the consolidated entity,
vesting as follows:
- 350,000 vesting on 15 December 2011
- 350,000 vesting on 15 December 2012
All of these options were issues by the company and entitle the holder to one ordinary share in the company for
each option that may be exercised. The options were granted for no consideration. Once vested the options can
be exercised at any time up to the expiry date. Options granted carry no dividend or voting rights.
Set out below are summaries of options granted:
Grant Date
Expiry date
Exercise
price
Balance at
start of the
year
Number
Granted
during the
year
Number
Exercised
during the
year
Number
Forfeited
during the
year
Number
Balance at
end of the
year
Number
Vested and
exercisable
at end of the
year
Number
Consolidated - 2011
30 Aug 2010 15 Dec 2013 $0.24 -
-
30 Aug 2010
-
27 Oct 2010
-
Total
31 Dec 2014
31 Dec 2014
$0.24
$0.24
8,100,000 -
-
1,000,000
700,000
-
9,800,000 -
-
-
-
-
8,100,000 8,100,000
1,000,000
1,000,000
-
700,000
9,800,000 9,100,000
Weighted average exercise price
$-
$0.24
$-
$-
$0.24
$0.24
Grant Date Expiry date
Consolidated - 2010
Total
Exercise
price
Balance at
start of the
year
Number
Granted
during the
year
Number
Exercised
during the
year
Number
Forfeited
during the
year
Number
Balance at
end of the
year
Number
Vested and
exercisable
at end of the
year
Number
-
-
-
-
-
-
Weighted average exercise price
$-
$-
$-
$-
$-
$-
No options expired during the periods covered by the above tables.
During the year none of these options issued were exercised into ordinary shares.
The weighted average remaining contractual life of share options outstanding at the end of the period was 2.65
years (2010: not applicable).
Notes to the consolidated financial statements
Annual Report 2011 RENAISSANCE URANIUM LIMITED | 62
29 Share based payments (continued)
Fair value of options granted:
The assessed fair value at grant date of options is allotted equally over the period from grant date to vesting date.
Fair values at grant date are independently determined using a Black-Scholes option pricing model that takes into
account the exercise price, the term of the option, the vesting and performance criteria, the impact of dilution, the
non-tradable nature of the option, the share price at grant date, expected price volatility of the underlying share, the
expected dividend yield and the risk-free interest rate for the term of the option (refer to table below for details of the
inputs used).
The amount of the equity settled share-based payment expense in respect of the options granted at (i) above is
$275,000 (2010: nil) and has been included under employee benefits expense in the statement of comprehensive
income for year ended 30 June 2011.
The amount of the equity settled share-based payment expense in respect of the options granted at (ii), (iii) and (iv)
above is $210,145 (2010: nil) and has been included under administration and consulting expense in the statement of
comprehensive income for year ended 30 June 2011.
(b) Other share based payments
During the year ended 30 June 2011 the consolidated entity made the following other share-based payments:
(i)
(ii)
(iii)
During the year ended 30 June 2011 the consolidated entity issued 1,000,000 unlisted $0.24 options,
expiring 31 December 2014, issued as a fee for the initial seed placement. The options vested immediately
and can be exercised at any time up to the expiry date.
The consolidated entity also issued 2,000,000 unlisted $0.24 options, expiring 31 December 2014, issued to
the underwriters as part of the fee for underwriting the Initial Public Offering. The options vested on 15
December 2010 and can be exercised at any time up to the expiry date.
The consolidated entity also issued 750,000 ordinary shares and 750,000 unlisted $0.24 options, expiring
17 February 2015, to Hiltaba Gold Pty Ltd, a subsidiary of Stellar Resources Limited, pursuant to the Cowell
Joint Venture Agreement entered into on 26 October 2010. Commencement of the agreement was
conditional upon ministerial consent being granted to the Joint Venture Agreement, which was obtained on
20 December 2010. The options vested on 17 February 2011 and can be exercised at any time up to the
expiry date.
During the year none of these options issued were exercised into ordinary shares.
The weighted average remaining contractual life of share options outstanding at the end of the period was 3.54 years
(2010: not applicable).
Fair value of options granted:
The assessed fair value at grant date of options is allotted equally over the period from grant date to vesting date.
Fair values at grant date are independently determined using a Black Scholes option pricing model that takes into
account the exercise price, the term of the option, the vesting and performance criteria, the impact of dilution, the
non-tradable nature of the option, the share price at grant date, expected price volatility of the underlying share, the
expected dividend yield and the risk free interest rate for the term of the option (refer to table below for inputs used).
The amount of the equity settled share-based payment in respect of the options granted at (i) and (ii) above is
$299,000 (2010: nil) and has been included as Share Issue Cost within the Issued Capital in the Statement of
Financial Position as at 30 June 2011.
The amount of the equity settled share-based payment in respect of the options granted at (iii) above is $107,515
(2010: nil) and has been included as Exploration and Evaluation Expenditure within the Non-Current Assets in the
Statement of Financial Position as at 30 June 2011.
The following table lists the inputs to the models used for the years ended 30 June 2011 and 2010:
Black Scholes Model inputs
2011
2010
Weighted average exercise price
Weighted average life of the options
Weighted average underlying share price
Expected share price volatility
Weighted average risk free interest rate
Number of options issued
Value (Black-Scholes) per option
Total value of options issued
$0.24
3.6 years
$0.14
82.311%
4.70%
13,550,000
$0.0675
$914,524
-
-
-
-
-
-
-
-
Historical volatility of a group of comparable companies has been the basis of determining expected share price
volatility, as it is assumed that this is indicative of future movements. No adjustment has been made to the life of the
option based on no past history regarding any expected early exercise or any variation of the expiry date.
Accordingly the expected life of the options has been taken to the full period of time from grant date to expiry date,
which may fail to eventuate in the future.
63 | RENAISSANCE URANIUM LIMITED Annual Report 2011
Notes to the consolidated financial statements
30 Parent Entity financial information
(a) Summary financial information
The individual financial statements for the Parent Entity show the following aggregate amounts:
Statement of Financial Position
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Shareholders' equity
Contributed equity
Reserves
Retained earnings
Total equity
Parent Entity
30 June
2011
$
7,607,909
2,230,004
9,837,913
30 June
2010
$
221,127
12,691
233,818
481,713
428,432
-
-
481,713
428,432
9,356,200
(194,614)
9,709,300
891,660
(1,244,760)
9,356,200
301
-
(194,915)
(194,614)
Profit / (loss) for the year
(1,049,845)
(167,646)
Total comprehensive income
(1,049,845)
(167,646)
(b) Contingent liabilities of the Parent Entity
The Parent Entity did not have any contingent liabilities as at 30 June 2011 or 30 June 2010. For information
about guarantees given by the Parent Entity, please see above.
(c) Contractual commitments for the acquisition of property, plant or equipment
As at 30 June 2011, the Parent Entity had no contractual commitments for the acquisition of property, plant
or equipment.
(d) Guarantees
As at 30 June 2011, the Parent Entity had not guaranteed the debts of any subsidiary company.
Notes to the consolidated financial statements
Annual Report 2011 RENAISSANCE URANIUM LIMITED | 64
31 Accounting standards issued not yet effective
(a) New and amended standards and interpretations
The following new and amended standards and interpretations are mandatory for the first time for the financial
year beginning 1 July 2010:
• AASB 2009-5 Further Amendments to Australian Accounting Standards arising from the Annual
Improvements Project
• AASB 2009-8 Amendments to Australian Accounting Standards – Group Cash-settled Share-based
Payment Transactions
• AASB 2009-10 Amendments to Australian Accounting Standards – Classification of Rights Issues
• AASB Interpretation 19 Extinguishing Financial Liabilities with Equity Instruments and related amendments;
and
• AASB 2010-3 Amendments to Australian Accounting Standards arising from Annual Improvements Project.
The adoption of these standards and interpretations did not have any material impact on the current or any
prior period and is not likely to materially affect future periods.
(b) New and amended standards and interpretations not yet adopted
A number of new standards, amendments and interpretations are effective for annual periods beginning after 1
July 2010, and have not been applied in preparing these financial statements. None of these is expected to
have a significant effect on the financial statements, except for the following:
(i) AASB 9 Financial Instruments (effective from 1 January 2013)
AASB 9 Financial Instruments addresses the classification, measurement and de-recognition of financial
assets and financial liabilities. It simplifies the approach for classification and measurement of financial assets
compared with the requirements of AASB 139. Financial assets are to be classified based on (a) the objective
of the entity’s business model for managing the financial assets; and (b) the characteristics of the contractual
cash flows. This replaces the numerous categories of financial assets in AASB 139. The Company does not
plan to adopt this standard early and the extent of the impact has not been determined.
(ii) AASB 2010-6 Amendments to Australian Accounting Standards – Disclosures on Transfers of Financial
Assets (effective from 1 July 2011)
Amendments made to AASB 7 Financial Instruments: Disclosures introduce additional disclosures in respect of
risk exposures arising from transferred financial assets. The amendments will affect particularly entities that
sell, factor, securitise, lend or otherwise transfer financial assets to other parties. The Company has not yet
determined the extent of the impact on its disclosures.
(iii) AASB 2010-8 Amendments to Australian Accounting Standards – Deferred Tax: Recovery of Underlying
Assets (effective from 1 January 2012)
The amendments made to AASB 112 Income Taxes provide a practical approach for measuring deferred tax
liabilities and deferred tax assets when investment property is measured using the fair value model. Under
AASB 112, the measurement of deferred tax liabilities and deferred tax assets depends on whether an entity
expects to recover an asset by using it or by selling it. However, it is often difficult and subjective to determine
the expected manner of recovery when the investment property is measured using the fair value model. To
provide a practical approach in such cases, the amendments introduce a rebuttable presumption that an
investment property is recovered entirely through sale. The Company does not plan to adopt this amendment
early and the extent of the impact has not been determined.
In addition to the above, new and amended standards dealing with Consolidated Financial Statements,
Separate Financial Statements, Joint Arrangements, Disclosure of Interests in Other Entities and Fair Value
Measurement have recently been released. These standards are effective from 1 January 2013. The
Company does not plan to adopt these standards early nor has the extent of their impact been determined.
65 | RENAISSANCE URANIUM LIMITED Annual Report 2011 Directors’ Declaration
Renaissance Uranium Limited
Directors' declaration
30 June 2011
Independent auditor’s report to members
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Independent auditor’s report to members
67 | RENAISSANCE URANIUM LIMITED Annual Report 2011
Independent auditor’s report to members
Independent auditor’s report to members
Annual Report 2011 RENAISSANCE URANIUM LIMITED | 68