Annual Financial Report 2007 Rex Minerals Limited
Rex Minerals Limited
(ACN 124 960 523)
Annual Financial Report
For the period from incorporation to
30 June 2007
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Annual Financial Report 2007 Rex Minerals Limited
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CONTENTS
Corporate Directory
Directors’ Report
Income Statements
Balance Sheets
Statements of Cash Flows
Statements of Changes in Equity
Notes to the Financial Statements
Directors’ Declaration
Independence Declaration
Independent Audit Report to the Members of Rex Minerals Limited
Page 2 of 27
Annual Financial Report 2007 Rex Minerals Limited
CORPORATE DIRECTORY
EXECUTIVE DIRECTORS
Steven Olsen (Managing Director)
NON-EXECUTIVE DIRECTORS
Paul Chapman (Chairman)
Richard Laufmann
COMPANY SECRETARY
Amber Rivamonte
PRINCIPAL & REGISTERED OFFICE
30 Merino Drive
ALFREDTON VIC 3350
Email: info@rexminerals.com.au
AUDITORS
KPMG
Level 31, Central Park
152-158 St George’s Terrace
PERTH WA 6000
SHARE REGISTRARS
C/- Rex Minerals Limited
PO Box 626W
BALLARAT WEST VIC 3350
Email: info@rexminerals.com.au
BANKERS
ANZ Banking Group Limited
927 Sturt Street
BALLARAT VIC 3350
Page 3 of 27
Annual Financial Report 2007 Rex Minerals Limited
DIRECTORS' REPORT
Your directors present their report on Rex Minerals Limited (“the Company” or “Rex
Minerals”) and its wholly owned subsidiaries (“the Group”) for the period from
incorporation to 30 June 2007.
DIRECTORS
The names of directors in office at any time during or since the end of the period are:
Paul Chapman (appointed 18 April 2007)
Richard Laufmann (appointed 16 May 2007)
Steven Olsen (appointed 13 May 2007)
Prudence Chapman (appointed 18 April 2007, resigned 13 May 2007)
Andrew Chapman (appointed 18 April 2007, resigned 16 May 2007)
PRINCIPAL ACTIVITIES
The principal activity of the Group is minerals exploration.
There were no significant changes in the nature of the Group’s principal activities during
the financial period.
OPERATING RESULTS
The loss of the Group for the financial period, after providing for income tax amounted to
$10,548.
DIVIDENDS PAID OR RECOMMENDED
The directors do not recommend the payment of a dividend and no amount has been
paid or declared by way of a dividend to the date of this report.
REVIEW OF OPERATIONS
Highlights during this period include the following:
•
•
•
On 18 April 2007, the Company was incorporated in Western Australia.
On 4 May 2007, the Company entered into an agreement with Sedimentary
Holdings Limited (“Sedimentary”) to purchase the St. Arnaud Gold Project in
Victoria (“the Sedimentary Agreement”). Under the Sedimentary Agreement,
Rex Minerals acquired EL4914 and Sedimentary’s rights under the option to
purchase agreement with Glenelg Mining Pty Ltd (“the Glenelg Option”) and the
joint venture agreement with Goldsearch Ltd (“the St Arnaud East Joint
Venture”). The purchase consideration for the St. Arnaud Gold Project
comprised the issue of 2,000,000 shares in Rex Minerals to AuSelect Limited.
This transaction was completed on 18 June 2007. The St. Arnaud Gold Project
is subject to native title claim.
During the period the Company raised seed capital for the purpose of
proceeding to an Initial Public Offering subsequent to 30 June 2007.
Page 4 of 27
Annual Financial Report 2007 Rex Minerals Limited
DIRECTORS' REPORT
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
Rex Minerals was incorporated on 18 April 2007. On 31 May 2007, the Company issued
9,500,000 shares to founders and management of Rex Minerals as follows:
• at $0.01 each to raise a gross $50,000; and
• at $0.001 each to raise a gross $450.
In addition, on 31 May 2007, the Company issued 3,500,000 options to founders and
management of Rex Minerals at an exercise price of $0.25, exercisable at any time prior
to 30 June 2011.
On 4th May, 2007, Rex Minerals (Victoria) Ltd (a wholly owned subsidiary of Rex
Minerals) entered into an agreement with Sedimentary Holdings for the purchase of their
St Arnaud licences and associated agreements for 2.0Mill shares in Rex Minerals Ltd.
FUTURE STRATEGY
The primary objective of Rex Minerals is to explore its tenements for potential gold and
base metals mineralisation.
SUBSEQUENT EVENTS
Subsequent to 30 June 2007 the following events have occurred:
• On 2 July 2007, the Company entered into an agreement with Avoca Resources
Limited (“Avoca”) to purchase the Cowell and Moonta Projects in South Australia
(“the Avoca Agreement”). Under the Avoca Agreement, Rex Minerals acquired
Avoca’s joint venture interest in the Cowell Project (EL’s 3016, 3148, 3418 and
ELA 150/02) and a 100% interest in the Moonta Project (EL’s 3116 and 3459 and
ELA’s 143/07, 144/07 and 142/07). The purchase consideration for the Cowell
and Moonta Projects comprised the issue of:
o 6,000,000 shares in Rex Minerals; and
o 1,000,000 options in Rex Minerals at an issue price of nil and an exercise
price of $0.30, exercisable at any time prior to 30 June 2011.
Completion of this transaction is subject to Rex Minerals achieving an ASX listing
prior to 2 December 2007. The majority of the Moonta projects are on Freehold
land and not subject to native title. Some parts of the Cowell project may be
subject to native title with various land owner rights unresolved in the Cowell
project area.
• On 18 July 2007, the Company entered into an agreement with Lihir Australian
Holdings Pty Ltd and Ballarat West Goldfields Pty Ltd (“Lihir”) to purchase the
North Creswick Gold Project in Victoria (“the Lihir Agreement”). Under the Lihir
Agreement, Rex Minerals acquired EL 4920. The purchase consideration for the
North Creswick Gold Project comprised the following:
o
the issue to Lihir of 1,000,000 shares in Rex Minerals;
Page 5 of 27
Annual Financial Report 2007 Rex Minerals Limited
o
the preferential allocation upon ASX listing to Lihir of 6,000,000 shares in
Rex Minerals at a maximum subscription price of $0.25 per share; and
o a 2% net smelter royalty.
Completion of this transaction is subject to Rex Minerals achieving an ASX listing
prior to 17 January 2008. Ballarat West Goldfields has entered into a regional
Indigenous Land Use Agreement (ILUA), with the native title claiments at Nth
Creswick.
• On 20 July 2007, the Company entered into an agreement with Goldsearch Ltd
(“Goldsearch”) to purchase Goldsearch’s interest in the St Arnaud East Joint
Venture in Victoria (“the Goldsearch Agreement”). The purchase consideration
for Goldsearch’s interest in the St Arnaud East Joint Venture comprised the
following:
o
the issue to Goldsearch of 500,000 shares in Rex Minerals;
o 500,000 options in Rex Minerals at an issue price of $0.01 and an
exercise price of $0.30, exercisable at any time prior to 30 June 2011.
Goldsearch has entered into a regional ILUA with the native title claimants on
their St Arnaud licence (EL4669).
• On 23 July 2007, the Company entered into an agreement with Titeline Drilling
Pty Ltd (“Titeline”) to supply the Group with dedicated drilling services for
approximately 30 months (“the Titeline Agreement”). The main terms of the
Titeline Agreement are as follows:
o
Initial payment for 72 days drilling of $1 million; and
o For each subsequent 100 days of drilling up to a maximum of 600 days,
the issue of 1,000,000 ordinary shares in Rex Minerals (maximum of
6,000,000 ordinary shares)..
Completion of this transaction is subject to Rex Minerals achieving an ASX
listing.
ENVIRONMENTAL ISSUES
The Company is aware of its environmental obligations with regards to its exploration
activities and ensures that it complies with all regulations when carrying out any
exploration work.
Page 6 of 27
Annual Financial Report 2007 Rex Minerals Limited
DIRECTORS' REPORT
INFORMATION ON DIRECTORS
Mr Paul Chapman (Age 48) - Non Executive Chairman
(B.Comm, ACA, Grad. Dip. Tax, CFTP(Snr), MAICD, SAFin)
Mr Paul Chapman is a chartered accountant and has over twenty years resources
experience gained in Australia and the US. He has worked in a number of commodity
businesses including gold, nickel, manganese, bauxite/alumina and oil/gas.
Mr Chapman has held senior management roles in public companies of various sizes
and is Chairman of ASX listed uranium explorer Encounter Resources Ltd, a director of
Albidon Ltd and chairman of unlisted explorer Silver Lake Resources Ltd.
Mr Steven Olsen (Age 37) - Managing Director
(B.Sc(Hons), M.Sc.(MinEx), Grad. Dip (F&I), MAusIMM)
Mr Steven Olsen has worked as a mine geologist and exploration geologist over the past
14 years, predominantly in Western Australia and Canada, on nickel and gold deposits.
Mr Steven Olsen has had continued exploration success for both nickel and gold
mineralisation throughout his career.
From 2002 to 2007, Mr Steven Olsen was Chief Geologist at Ballarat Goldfields NL
(BGF), leading the geological team at BGF which developed a highly successful
geological model creating a Resource base of 1.4Mozs and the ongoing conversion of
exploration targets to Resources. The technical geological success at BGF was the
foundation of the Company’s growth with its market capitalisation growing from $10
million in 2002 to over $350 million at the time of the merger between BGF and Lihir
Gold Limited in March 2007.
Mr Steven Olsen’s qualifications include a B.Sc. (Hons) University of Melbourne, a
Masters in Mineral Exploration from Queens University, Ontario and a Graduate Diploma
of Applied Finance and Investment from the Securities Institute of Australia.
Mr Richard Laufmann (Age 44) - Non Executive Director
(B.Eng (Mining), MAusIMM, MAICD)
Mr Richard Laufmann is a mining engineer with a proven track record in the resources
sector both in Australia and overseas. He was Managing Director of Ballarat Goldfields
NL from 2002 until 2007, at which time Ballarat Goldfields merged with Lihir Gold
Limited. Mr Laufmann also previously led WMC Resources Limited's Gold Business as
General Manager - Operations. His extensive operational experience includes three
years as General Manager of St Ives Gold in Western Australia. Mr Laufmann is
currently the Managing Director of Indophil Resources, an ASX listed company operating
in the Philippines.
COMPANY SECRETARY
Ms Amber Rivamonte (Age: 35) CPA, B. Bus (Acc)
Appointed 13 July 2007
Amber was appointed to the position of company secretary in July 2007. Ms. Rivamonte
previously held the role of company secretary for four years at Ballarat Goldfields NL
and has over 14 years experience in the financial management of public listed
exploration companies.
Page 7 of 27
Annual Financial Report 2007 Rex Minerals Limited
DIRECTORS' REPORT
MEETINGS OF DIRECTORS
The number of directors' meetings (including committees) held during the financial year
each director held office and the number of meetings attended by each director are:
Director
Paul Chapman
Steven Olsen
Richard Laufmann
Prudence Chapman
Andrew Chapman
Directors’ Meetings
Meetings Attended
Number Eligible to Attend
6
4
2
2
2
6
4
2
2
4
OPTIONS
At the end of the financial period, 3,500,000 options at an exercise price of $0.25,
expiring on 30 June 2011, were issued over unissued ordinary shares in the Company.
INDEMNIFYING OFFICERS
In accordance with the constitution, except as may be prohibited by the Corporations Act
2001, every officer or agent of the Company shall be indemnified out of the property of
the Company against any liability incurred by him in his capacity as officer or agent of
the Company or any related corporation in respect of any act or omission whatsoever
and howsoever occurring or in defending any proceedings, whether civil or criminal.
PROCEEDINGS ON BEHALF OF COMPANY
No person has applied for leave of court to bring proceedings on behalf of the Company
or intervene in any proceeding to which the Company is a party for the purpose of taking
responsibility on behalf of the Company for all or any part of those proceedings.
The Company was not a party to any such proceedings during the year.
AUDITOR’S INDEPENDENCE DECLARATION
The lead auditor’s independence declaration for the period ended 30 June 2007 has
been received and forms part of the director’s report and can be found on page 25 of the
financial report.
NON AUDIT SERVICES
No non-audit services were performed during the year by the entity’s auditors.
This report is made in accordance with a resolution of the directors.
Paul I. Chapman
Chairman
25 July 2007
Page 8 of 27
Annual Financial Report 2007 Rex Minerals Limited
INCOME STATEMENTS
For the Period from 18 April 2007 to 30 June 2007
REVENUES
Administration Expenses
Prospectus Expenses
Exploration Expenditure
Incorporation Fees
Marketing Expenses
Travel & Accommodation
Notes
Company
$
Group
$
-
-
(3,820)
(3,820)
(301)
-
(301)
(250)
(880)
(1,680)
(2,754)
(2,754)
(1,743)
(1,743)
LOSS BEFORE INCOME TAX EXPENSE
(9,498)
(10,548)
Income Tax Benefit / (Expense)
2
-
-
NET LOSS
(9,498)
(10,548)
NET LOSS ATTRIBUTABLE TO MEMBERS OF
REX MINERALS LIMITED
(9,498)
(10,548)
Basic loss per share (cents per share)
13
(0.001)
The accompanying notes form part of these financial statements.
Page 9 of 27
Annual Financial Report 2007 Rex Minerals Limited
BALANCE SHEETS
As at 30 June 2007
Notes
Company
$
Group
$
CURRENT ASSETS
Cash Assets
Receivables
Other
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Exploration & Evaluation Expenditure
Receivables
Investments
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Payables
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued Capital
Accumulated Losses
3
4
5
3
6
7
8
9
432,396
130,000
-
432,396
130,000
10,000
562,396
572,396
-
211,030
20
211,050
200,000
-
-
200,000
773,446
772,396
5,994
5,994
5,994
5,994
5,994
5,994
767,452
766,402
776,950
(9,498)
776,950
(10,548)
TOTAL EQUITY
767,452
766,402
The accompanying notes form part of these financial statements.
Page 10 of 27
Annual Financial Report 2007 Rex Minerals Limited
STATEMENTS OF CASH FLOWS
For the Period from 18 April 2007 to 30 June 2007
Notes
Company
$
Group
$
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to Suppliers
(3,504)
(4,554)
NET CASH FLOWS USED IN OPERATING ACTIVITIES
10(a) (3,504)
(4,554)
CASH FLOWS FROM INVESTING ACTIVITIES
Loans to Subsidiaries
Payments for Environmental Bonds
(11,050) -
-
(10,000)
NET CASH FLOWS USED IN INVESTING ACTIVITIES
(11,050) (10,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Issue of Ordinary Shares
446,950
446,950
NET CASH FLOWS FROM FINANCING ACTIVITIES
446,950
446,950
NET INCREASE IN CASH HELD
Cash at Beginning of Period
432,396
432,396
- -
CASH AT END OF PERIOD
10(b)
432,396
432,396
The accompanying notes form part of these financial statements.
Page 11 of 27
Annual Financial Report 2007 Rex Minerals Limited
STATEMENTS OF CHANGES IN EQUITY
For the Period from 18 April 2007 to 30 June 2007
Notes
Company
$
Group
$
Beginning of Period
Issue of shares
Net loss
-
776,950
(9,498)
-
776,950
(10,548)
30 June 2007
8
767,452
766,402
The accompanying notes form part of these financial statements.
Page 12 of 27
Annual Financial Report 2007 Rex Minerals Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
30 JUNE 2007
1. SIGNIFICANT ACCOUNTING POLICIES
Rex Minerals Limited (“the Company”) is a company domiciled in Australia. The
consolidated financial report of the Company for the period ended 30 June 2007
comprises the Company and its subsidiaries (together referred to as the “consolidated
entity”).
The consolidated financial report was authorised for issue by the directors on 25 July
2007.
(a) Statement of Compliance
The financial report is a general purpose financial report which has been prepared in
accordance with Australian Accounting Standards (“AASBs”) adopted by the Australian
Accounting Standard Board (“AASB”) and the Corporations Act 2001.
International Financial Reporting Standards (“IFRSs”) form the basis of Australian
Accounting Standards adopted by the AASB, and for the purpose of this report are
called Australian equivalents to IFRS (“AIFRS”) to distinguish from previous Australian
GAAP. The financial report of the consolidated entity also complies with IFRS and
interpretations adopted by the International Accounting Standards board.
(b) Basis of preparation
The financial report is prepared iin Australian dollars.
The financial report is presented on the historical cost basis except that the following
assets and liabilities are stated at their fair value: derivative financial instruments and
financial instruments classified as available-for-sale.
The preparation of a financial report in conformance with Australian Accounting
Standards requires management to make judgments, estimates and assumptions that
affect the application of policies and reported amounts of assets and liabilities, income
and expenses. These estimates and associated assumptions are based on historical
experience and various factors that are believed to be reasonable under the
circumstances. The results of which forms the basis of making the judgments about
carrying values of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates. These accounting policies have been
consistently applied by each entity in the consolidated entity.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions
to accounting estimates are recognised in the period in which the estimate is revised if
the revision affects only that period or in the period of the revision and future periods if
the revision affects both current and future periods.
The accounting policies have been consistently applied by all entities in the consolidated
entity.
Page 13 of 27
Annual Financial Report 2007 Rex Minerals Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
30 JUNE 2007
(c) Basis of consolidation
Subsidiaries are entities controlled by the Company. Control exists when the Company
has the power, directly or indirectly, to govern the financial and operating policies of an
entity so as to obtain benefits from its activities. In assessing control, potential voting
rights that presently are exercisable or convertible are taken into account. The financial
statements of subsidiaries are included in the consolidated financial statements from the
date that control commences until the date that control ceases. Investments in
subsidiaries are carried at their cost of acquisition in the Company’s financial
statements.
Minority interests in the results and equity of subsidiaries are shown separately in the
consolidated income statement and balance sheet respectively.
(d) Comparatives
Rex Minerals Limited was incorporated on 18 April 2007. Accordingly there are no
comparative results for prior periods.
(e) Income Tax
Income tax expenses comprises current and deferred tax. Income tax expense is
recognised in profit or loss except to the extent that it relates to items recognised directly
in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax
rates enacted or substantively enacted at the reporting date, and any adjustment to tax
payable in respect of previous years.
Deferred tax is recognised using the balance sheet method, providing for temporary
differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. Deferred tax is not recognised for
the following temporary differences: the initial recognition of goodwill, the initial
recognition of assets or liabilities in a transaction that is not a business combination and
that affects neither accounting nor taxable profit, and differences relating to investments
in subsidiaries and jointly controlled entities to the extent that they probably will not
reverse in the foreseeable future. Deferred tax Is measured at the tax rates that are
expected to be applied to the temporary differences when they reverse, based on the
laws that have been enacted or substantively enacted by the reporting date.
A deferred tax asset is recognised to the extent that it is probable the future taxable
profits will be available against which temporary differences can be utilised. Deferred tax
assets are reviewed at each reporting date and reduced to the extent that is no longer
probable that the related tax benefit will be realised.
Additional income taxes that arise from the distribution of dividends are recognised at
the same time as the liability to pay the relates dividend is recognised.
Page 14 of 27
Annual Financial Report 2007 Rex Minerals Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
30 JUNE 2007
(f) Exploration, Evaluation and Development Expenditure
Exploration, evaluation and development expenditure incurred is accumulated in respect
of each identifiable area of interest. These costs are carried forward only if they relate to
an area of interest for which rights of tenure are current and in respect of which:
(i) such costs are expected to be recouped through successful development and
exploitation or from sale of the area; or
(ii) exploration and evaluation activities in the area have not, at balance date,
resulted in booking economically recoverable reserves, and active operations in,
or relating to, this area are continuing.
Accumulated costs in respect of areas of interest which are abandoned are written off in
full against profit in the year in which the decision to abandon the area is made.
A regular review is undertaken of each area of interest to determine the appropriateness
of continuing to carry forward costs in relation to that area of interest.
Amortisation is not charged on costs carried forward in respect of areas of interest in the
development phase until production commences.
(g) Payables
Liabilities are recognised for amounts to be paid in the future for goods and services
received, whether or not billed to the Company.
(h) Cash
For the purpose of the Statement of Cash Flows, cash includes on hand and other funds
held at call net of bank overdrafts.
(i) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except
where the amount of GST incurred is not recoverable from the Australian Tax Office
(“ATO”). In these circumstances the GST is recognised as part of the cost of acquisition
of the asset or as part of an item of the expense. Receivables and payables in the
statement of financial position are shown inclusive of GST. The net amount of GST
recoverable from, or payable to, the ATO is included as a current asset or liability in the
statement of financial position. Cash flows are included in the statement of cash flow on
a gross basis. The GST components of cash flows arising from investing and financing
activities which are recoverable from, or payable to, the ATO
are classified as operating cash flows.
(j) Earnings Per Share
Basic earnings per share are calculated as net earnings attributable to members,
adjusted to exclude costs of servicing equity (other than dividends) and preference share
dividends, divided by the weighted average number of ordinary shares, adjusted for an
bonus element.
Page 15 of 27
Annual Financial Report 2007 Rex Minerals Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
30 JUNE 2007
(k) Issued Capital
Issued and paid up capital is recognised at the fair value of the consideration received
by the Company. Any transaction costs arising on the issue of ordinary shares are
recognised directly in equity as a reduction of the share proceeds received.
2. INCOME TAX
The prima facie tax on loss is different to the income tax
provided in the financial statements as follows:
Prima facie tax benefit on loss at 30%
Add/(less) tax effect of permanent differences:
Non-deductible expenditure
Tax losses not brought to account as future income tax
benefits
Company
$
Group
$
(2,849)
(3,164)
264
504
2,585
2,660
Income tax (benefit)/expense
-
-
Income tax losses
Future income tax benefit arising from tax losses not
recognised at reporting date as realisation of the benefit is
not regarded as virtually certain.
3. RECEIVABLES
CURRENT
Share issue proceeds (i)
(i) As at 30 June 2007, shares had been allotted for which
the cash consideration was received subsequent to 30
June 2007
NON-CURRENT
Loans to subsidiaries (i)
(i) Loans are interest free and repayable at call
2,585
2,660
Company
$
Group
$
130,000
130,000
211,030
-
Page 16 of 27
Annual Financial Report 2007 Rex Minerals Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
30 JUNE 2007
4. OTHER (CURRENT ASSETS)
Environmental Bond
5. EXPLORATION AND EVALUATION
EXPENDITURE
Exploration and evaluation costs carried forward in
respect of minerals exploration areas of interest:
- Exploration and evaluation phases
Opening balance
Exploration expenditure incurred on acquiring assets
Closing balance
Company
$
-
Group
$
10,000
Company
$
Group
$
-
-
-
-
200,000
-
200,000
200,000
The ultimate recoupment of costs carried forward for exploration and evaluation phases
is dependent on the successful development and commercial exploitation or sale of the
mineral exploration areas of interest.
6. INVESTMENTS
Investment in subsidiaries
7. PAYABLES
Company
$
Group
$
20
-
Amounts Owing to Director and Director Related Entities *
5,994
5,994
Company
$
Group
$
* In relation to reimbursement of expenses
Page 17 of 27
Annual Financial Report 2007 Rex Minerals Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
30 JUNE 2007
8. ISSUED CAPITAL
Ordinary shares fully paid
Number
16,765,000
$
-
(a) Movements in shares on issue
At the beginning of the period
Shares issued during the period:
- Founders’ shares
(i) & (ii)
9,500,000
(iii) 5,265,000
- Seed capital provider’s shares
- St. Arnaud Gold Project consideration shares (iv) 2,000,000
At end of reporting period
Number
-
50,450
526,500
200,000
16,765,000 776,950
(i)
(ii)
On 31 May 2007 the Company issued 5.0 million ordinary shares at $0.01
each to directors for providing founding capital to the Company.
On 31 May 2007 the Company issued 4.5 million ordinary shares at
$0.001 to a director for providing founding capital to the Company.
(iii) On 29 June 2007 the Company issued 5.265 million ordinary shares at
$0.10 each to various parties for providing seed capital to the Company.
On 18 June 2007 the Company issued 2 million ordinary shares at a fair
value of $0.10 each to AuSelect Limited in consideration for acquiring the
St Arnaud Gold Project.
(iv)
(b) Movements in options on issue
At the beginning of the period
Shares issued during the period:
- Founders’ options
At end of reporting period
Number
-
(i)
3,500,000
3,500,000
(i)
On 31 May 2007 the Company issued 3.5 million options at an exercise
price of $0.25 expiring on 30 June 2011 for providing founding capital to
the Company.
Terms and conditions of issued capital
Ordinary shares
Ordinary shares have the right to receive dividends as declared and, in the event of the
winding up of the Company, to participate in the proceeds from the sale of all surplus
assets in proportion to the number of and amounts paid up on shares held. Ordinary
shares entitle their holder to one vote, either in person or by proxy, at a meeting of the
Company.
Options
Options have an exercise price of $0.25 and expire on 30 June 2011.
Page 18 of 27
Annual Financial Report 2007 Rex Minerals Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
30 JUNE 2007
9. ACCUMULATED LOSSES
Balance at the beginning of the period
Net loss attributable to members of Rex Minerals Limited
Company
$
-
(9,498)
Group
$
-
(10,548)
Balance at end of the period
(9,498)
(10,548)
10. STATEMENT OF CASH FLOWS
(a) Reconciliation of the operating loss after tax to the
net cash flows from operations:
Net loss
Changes in operating assets and liabilities
Increase in payables and accruals
(Increase) in receivables
Company
$
Group
$
-
-
(9,498)
(10,548)
5,994
-
5,994
-
Net cash flows (used in) / from operating activities
(3,504)
(4,554)
(b) Reconciliation of cash:
Cash balances comprises
- Cash at bank
11. COMMITMENTS
The Company had no commitments at 30 June 2007.
432,396
432,396
12. SEGMENT INFORMATION
The Company operates predominantly in one geographical segment, being Australia,
and in one industry, mineral mining and exploration.
13. LOSS PER SHARE
The following reflects the income and share data used in the
calculation of basic and diluted earnings per share:
Earnings used in calculation of diluted earnings per share
$
(10,548)
Weighted average number of ordinary shares on issue used in the
calculation of basic EPS
Number
8,382,500
14. RELATED PARTY DISCLOSURES
There were no related party transactions during the period other than in the normal
course of business.
.
Page 19 of 27
Annual Financial Report 2007 Rex Minerals Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
30 JUNE 2007
15. REMUNERATION
Amounts received or due and receivable by KPMG for:
- an audit of the financial report of the Company at the
financial year
$
-
16. FINANCIAL INSTRUMENTS
(a) Interest rate risk
The Company’s exposure to interest rate risks and the effective interest rates of financial
assets and financial liabilities, both recognised and unrecognised at balance date, are as
follows:
Floating
Interest
Rate
$
Non-
Fixed
Interest
Interest Maturing
<1 Year
Bearing
$
$
Total
$
Average
Effective
Interest
Rate
%
-
432,396
-
432,396
-
-
140,000
-
140,000
-
Financial Instrument
Financial Assets
Cash Assets
Trade and Other
Receivables
Total Financial Assets
-
572,396
-
572,396
-
Financial Liabilities
Trade and Other Payables
-
5,994
5,994
-
Total Financial Liabilities
-
5,994
-
5,994
-
(b) Net fair values of financial assets and liabilities
Financial assets and liabilities have been recognised at the balance date at their net fair
values. The following methods and assumptions are used to determine the net fair
values of financial assets and liabilities:
Recognised Financial Instruments
Cash and cash equivalents: The carrying amount approximates fair value because of
their short-term maturity.
Receivables and payables: The carrying amount approximates fair value.
(c) Credit Risk Exposures
The Company’s maximum exposure to credit risk at each balance date in relation to
each class of recognized financial assets is the carrying amount, net of any provision for
doubtful debts, of those assets as indicated in the balance sheet.
(d) Concentration of Credit Risk
The Company is not materially exposed to any individual overseas country or individual
customer.
Page 20 of 27
Annual Financial Report 2007 Rex Minerals Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
30 JUNE 2007
17. DIRECTORS’ AND EXECUTIVES’ DISCLOSURE
(a) Remuneration
No remuneration was paid to Directors and Executives during the period.
(b) Shares and option holdings
All equity dealings with directors have been entered into with terms and conditions no
more favourable than those that the entity would have adopted if dealing at arm’s length.
Shares Held By
Directors &
Executives
Paul Chapman
Richard Laufmann
Steven Olsen
Andrew Chapman
Prudence Chapman
Balance at
Beginning
of Period
-
(i)
(ii)
-
(iii) -
-
-
Received
as
Options
Shares
Remuneration Exercised Acquired
Balance at
End
of Year
-
-
-
-
-
-
-
-
-
-
2,500,000 2,500,000
2,500,000 2,500,000
4,500,000 4,500,000
-
-
-
-
(i) Held indirectly through Stone Poneys Nominees Pty Ltd as trustee for the Chapman Superannuation
Fund and the Chapman Investment Fund. These are founder shares and were acquired at $0.01 each.
(ii) Held indirectly through Natalie Laufmann. These are founder shares and were acquired at $0.01 each.
(iii) Held indirectly through S&S Olsen Pty Ltd as trustee for the Olsen Family Trust.
These are founder shares and were acquired at $0.001 each.
Options Held By
Directors &
Executives
Paul Chapman
Richard Laufmann
Steven Olsen
Andrew Chapman
Prudence Chapman
(i)
(ii)
(iii)
Balance at
Beginning
of Period
-
-
-
Received
as
Options
Shares
Remuneration Exercised Acquired
- 1,000,000
- 1,000,000
- 1,500,000
-
-
-
Balance at
End
of Year
1,000,000
1,000,000
1,500,000
-
-
-
-
-
-
-
-
-
-
(i) Held indirectly through Stone Poneys Nominees Pty Ltd as trustee for the Chapman Superannuation
Fund and the Chapman Investment Fund. These are founder options.
(ii) Held indirectly through Natalie Laufmann. These are founder options.
(iii) Held indirectly through S&S Olsen Pty Ltd as trustee for the Olsen Family Trust. These are
founder options
(c) Other Transactions
Director Related Entities
There were no other transactions with director related entities.
Page 21 of 27
Annual Financial Report 2007 Rex Minerals Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
30 JUNE 2007
18. EMPLOYEE BENEFITS
At 30 June 2007, Rex Minerals has no employees.
19. SUBSEQUENT EVENTS
Subsequent to 30 June 2007 the following events have occurred:
• On 2 July 2007, the Company entered into an agreement with Avoca Resources
Limited (“Avoca”) to purchase the Cowell and Moonta Projects in South Australia
(“the Avoca Agreement”). Under the Avoca Agreement, Rex Minerals acquired
Avoca’s joint venture interest in the Cowell Project (EL’s 3016, 3148, 3418 and
ELA 150/02) and a 100% interest in the Moonta Project (EL’s 3116 and 3459
and ELA’s 143/07, 144/07 and 142/07). The purchase consideration for the
Cowell and Moonta Projects comprised the issue of:
o 6,000,000 shares in Rex Minerals; and
o 1,000,000 options in Rex Minerals at an issue price of nil and an exercise
price of $0.30, exercisable at any time prior to 30 June 2011.
Completion of this transaction is subject to Rex Minerals achieving an ASX listing
prior to 2 December 2007. The majority of the Moonta projects are on Freehold
land and not subject to native title. Some parts of the Cowell project may be
subject to native title with various land owner rights unresolved in the Cowell
project area.
• On 18 July 2007, the Company entered into an agreement with Lihir Australian
Holdings Pty Ltd and Ballarat West Goldfields Pty Ltd (“Lihir”) to purchase the
North Creswick Gold Project in Victoria (“the Lihir Agreement”). Under the Lihir
Agreement, Rex Minerals acquired EL 4920. The purchase consideration for the
North Creswick Gold Project comprised the following:
o
o
the issue to Lihir of 1,000,000 shares in Rex Minerals;
the preferential allocation upon ASX listing to Lihir of 6,000,000 shares in
Rex Minerals at a maximum subscription price of $0.25 per share; and
o a 2% net smelter royalty.
Completion of this transaction is subject to Rex Minerals achieving an ASX listing
prior to 17 January 2008. Ballarat West Goldfields has entered into a regional
Indigenous Land Use Agreement (ILUA), with the native title claiments at Nth
Creswick.
• On 20 July 2007, the Company entered into an agreement with Goldsearch Ltd
(“Goldsearch”) to purchase Goldsearch’s interest in the St Arnaud East Joint
Venture in Victoria (“the Goldsearch Agreement”). The purchase consideration
Page 22 of 27
Annual Financial Report 2007 Rex Minerals Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
30 JUNE 2007
19. SUBSEQUENT EVENTS (CONTINUED)
•
for Goldsearch’s interest in the St Arnaud East Joint Venture comprised the
following:
o
the issue to Goldsearch of 500,000 shares in Rex Minerals;
o 500,000 options in Rex Minerals at an issue price of $0.01 and an
exercise price of $0.30, exercisable at any time prior to 30 June 2011.
• Goldsearch has entered into a regional ILUA with the native title claimants on
their St Arnaud licence (EL4669).
• On 23 July 2007, the Company entered into an agreement with Titeline Drilling
Pty Ltd (“Titeline”) to supply the Group with dedicated drilling services for
approximately 30 months (“the Titeline Agreement”). The main terms of the
Titeline Agreement are as follows:
o
Initial payment for 72 days drilling of $1 million; and
o For each subsequent 100 days of drilling up to a maximum of 600 days,
the issue of 1,000,000 ordinary shares in Rex Minerals.
Completion of this transaction is subject to Rex Minerals achieving an ASX
listing.
Page 23 of 27
Annual Financial Report 2007 Rex Minerals Limited
DIRECTORS' DECLARATION
The directors of the Company declare that:
1. the financial statements and notes, as set out on pages 9 to 23, are in accordance
with the Corporations Act 2001;
(a) comply with Accounting Standards and the Corporations Regulations 2001;
(b) giving a true and fair view of the Company’s and the Group’s financial position
as at 30 June 2007 and of their performance for the period from 18 April 2007
to 30 June 2007; and
2. in the Directors’ opinion there are reasonable grounds to believe that the Company
will be able to pay its debts as and when they become due and payable.
This declaration is made in accordance with a resolution of the Board of Directors.
Paul Chapman
Chairman
25 July 2007
Page 24 of 27