ABN 72 002 261 565
ANNUAL REPORT
For the period ended 31 December 2013
For personal use only
Torian Resources NL & Controlled Entities
ABN 72 002 261 565
CORPORATE DIRECTORY
DIRECTORS
Nathan Taylor (Chairman)
Sunil Dhupelia
Ian Johns
Jason Hou
COMPANY SECRETARY
Elissa Hansen
REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS
Unit 12
263-269 Alfred Street
North Sydney NSW 2060
Telephone: 02 9923 1786
Email: info@torianresources.com.au
www.torianresource.com.au
PO Box 383
North Sydney NSW 2059
SHARE REGISTRY
Advanced Share Registry Services
150 Stirling Highway
Nedlands WA 6009
Telephone: 08 9389 8033
Facsimile: 08 9389 7871
www.advancedshare.com.au
AUDITORS
K. S. Black & Co
Level 6, 350 Kent Street
SYDNEY NSW 2000
Telephone: 02 8839 3000
Facsimile: 02 8839 3055
ASX CODE
TNR
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TABLE OF CONTENTS
1. Letter from the Chairman
2. Corporate Governance Statement
3. Director’s Report
4. Remuneration Report
5. Auditor’s Independence Declaration
6. Consolidated Statement of Profit or Loss and Other
Comprehensive Income
7. Consolidated Statement of Financial Position
8. Consolidated Statement of Changes in Equity
9. Consolidated Statement of Cash Flows
10. Notes to the Financial Statements
11. Directors Declaration
12.
Independent Auditor’s Report
13. Shareholder Information
Page 3
Page 4
Page 8
Page 15
Page 19
Page 20
Page 21
Page 20
Page 21
Page 24
Page 46
Page 50
Page 52
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CHAIRMAN’S LETTER
Dear Shareholders
Following a year of substantial change during which Torian Resources Limited (Torian or the
Company) faced a number of corporate and financial challenges, your Company has emerged with a
leaner corporate structure and a strong platform on which to re-establish a future business for
Shareholders.
Whilst looking forward and continuing to drive Shareholder value remains our key focus, it is worth
outlining the key changes in the business in the last year, implemented to position the Company for
future growth:
1. The Board and Executive Management Team were restructured;
2. The corporate head office was relocated to lower cost premises;
3. Non-core landholding in Inverell was sold for A$110,000;
4. The portfolio of exploration projects in New South Wales were largely restructured and
relinquished which allowed for A$227,937 of deposits to be returned to the Company;
5. The sale of the Mining Leases at Copeton, New South Wales and Emerald, Queensland to
Elsmore Resources Limited (Elsmore) for $50,000 together with 1,428,760 fully paid ordinary
shares in Elsmore.
The new, streamlined corporate structure delivers a more sustainable financial position which has
enabled the Board of Directors to have a sharp focus on improving existing opportunities as well as
the identification of new opportunities. Beyond progressing the Vatovorona gold project in
Madagascar, Torian is targeting M&A opportunities which meet our financial and strategic hurdles.
The Company is currently reviewing and assessing a variety of projects which have may the capacity
and potential to deliver value for Shareholders.
To the Board of Directors and contractors who are central to the achievement of this aim, thank you
for your valued contribution and support through a difficult and changing environment. And, not
least, thank you to our Shareholders for your support during this difficult, but defining period in your
Company’s development. I am confident that your Company has turned the corner, and that the
start of the new year finds us better positioned to grow Shareholder value.
Yours faithfully
Nathan Taylor
Chairman
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CORPORATE GOVERNANCE STATEMENT
The Board of Directors of Torian Resources NL (“Company”) is committed to maintaining high
standards of Corporate Governance. This statement outlines the main Corporate Governance
practices that were adopted or in place throughout the financial year, which comply with the ASX
Corporate Governance Council recommendations, unless otherwise stated.
Roles of the Board and Management
Torian Resources has established the functions reserved to the Board as detailed in the Board
Charter which is published on the Company’s website.
The Board’s key objectives are to:
create an environment for employees, other contributors and stakeholders which engenders
trust, confidence, faith, loyalty and dedication to the interests and affairs of the Company;
increase shareholder value within an appropriate framework which safeguards the rights
and interests of the Company’s shareholders; and
ensure the Company is properly managed and operated with integrity.
The Board is also governed by the Company’s Constitution. The day to day management of the
Company’s affairs and implementation of corporate strategies and policy initiatives are undertaken
by the Board.
The Board reviews the performance of all staff and contractors periodically and at least annually.
The Chairman meets one-on-one with each staff member (if any) for the purpose of reviewing and
evaluating their performance in meeting key responsibilities and achieving objectives.
The Company currently has no employees.
Board Structure
The Board is comprised of four directors, all of whom are non-executive and none of whom are
independent. Given the Company’s background, the nature and size of its business and the current
stage of its development, the Board believes that this is both appropriate and acceptable at this
time. The skills, experience and period in office for each director are set out in this Annual Report in
the Directors’ Report and on the website.
The Board reviews its composition periodically and has the intention to appoint appropriate
independent directors as required.
The Chairman, Mr Nathan Taylor, is not independent but, due to his experience and expertise in the
areas the Company operates in, the Board considers he is suitably skilled to perform the role.
Nomination Committee
Torian Resources has established a Nomination Committee Charter which is available on the
Company’s website. However, the Company has not established a Nomination Committee at this
time due to the Company’s background, nature and size of its business and the current stage of its
development.
The Board reviews its composition periodically and at least annually to ensure that it has the
appropriate mix of expertise and experience. When a vacancy exists, for whatever reasons, or
where it is considered that the Board would benefit from the services of a new Director with
particular skills, the Board will select appropriate candidates with relevant qualifications, skills and
experience. External advisors may be used to assist in such a process. The Board will then appoint
the most suitable candidate who must stand for election at the next annual general meeting of
shareholders.
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CORPORATE GOVERNANCE STATEMENT (CONT.)
For directors retiring by rotation, the Board assesses that director before recommending them for
re-election.
Board Performance
The Board has established a Board Performance Evaluation Policy which is published on the
Company’s website.
The Company believes it is important that the Board review its own performance and those of its
Committees (if any) with a view to achieving and maintaining a high level of performance. It will
meet periodically for the purpose of reviewing and evaluating its performance in meeting its key
responsibilities and achieving its objectives. As part of this review, the performance of the Board as
a whole, each Director and the Chairman will be assessed.
A Board review was not conducted in 2013. The Board has been focusing on recapitalising the
Company and has reviewed various options over the year which included the possible change in
direction of the Company. There has also been a change in directors during the year.
The Board chose to defer the review until a decision was made as to the future direction of the
Company, as the combination of directors and skills required would depend on the Company’s new
venture.
Access to External Resources
The Directors have access to external resources including independent professional advice, as
required to fully discharge their obligations as directors of the Company as detailed in the Board
Charter, published on the Company’s website. The use of this resource is co-ordinated through the
Chairman of the Board.
Code of Conduct
The Company is committed to its directors, employees and consultants maintaining high standards
of integrity, and ensuring that activities are in compliance with the letter and spirit of both the law
and Company policies.
Torian Resources has established a Code of Conduct which is available of the Company’s website.
Each staff member is issued with a copy of the Company’s Code of Conduct at the beginning of their
employment with the Company.
Diversity Policy
The Company is actively managing diversity as a means of enhancing the Company’s performance by
recognising and utilising the contributions of diverse skills and talent from its employees. It has
established a Diversity Policy which is published on the Company’s website.
The Company believes that the promotion of diversity on boards, in senior management and within
the organisation generally broadens the pool for recruitment of high quality directors and
employees; is likely to support employee retention through the inclusion of different perspectives, is
likely to encourage greater innovation; and is socially and economically responsible governance
practice.
The Board of Directors is responsible for adopting and monitoring the Company’s Diversity Policy.
The policy sets out the beliefs and goals and strategies of the Company with respect to diversity
within the Company. Diversity within the Company means all the things that make individuals
different to one another including gender, ethnicity, religion, culture, language, sexual orientation,
disability and age. It involves a commitment to equality and to treating one another with respect.
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CORPORATE GOVERNANCE STATEMENT (CONT.)
The Company does not have any employees at this time.
The Board is small, comprising only four members, which the Directors feel is appropriate given the
Company’s background, the nature and size of its business and the current stage of its development.
There are currently no women on the Board.
Audit Committee
The Board has established an Audit Committee Charter which is available on the Company’s website
however the Company has not established an Audit Committee. All directors are responsible for the
integrity of the Company’s financial reporting and, given the size of the current Board, the directors
feel that there would be no efficiencies gained from a formal committee structure.
The Company will establish an Audit Committee when it is of the appropriate size and stage of
development to warrant a separate Audit Committee.
Continuous Disclosure
The Company has a formal Continuous Disclosure Policy which is published on the Company’s
website. The policy requires all executives and directors to inform the Chairman or, in his absence,
the Company Secretary, of any potentially ‘material information’ as soon as practical after they
become aware of that information.
Information is material if it is likely that the information would influence investors who commonly
acquire securities on the ASX in deciding whether to buy, sell or hold the Company's securities.
Material information must be disclosed to ASX immediately, unless ASX listing rules provide for non-
disclosure.
The Chairman is responsible for interpreting and monitoring the Company's disclosure policy and
where necessary informing the Board. The Company Secretary is responsible for all communications
with ASX.
Communication with Shareholders
The Company recognises the importance of regular and proactive interaction with the market in
order to ensure the Company’s investors remain fully informed about its activities.
The Company has established a formal Shareholder Communications Policy which is published on
the Company’s website.
Risk Management
The Board is responsible for the oversight of the Company’s risk management and control
framework. Responsibility for control and risk management can be delegated to the appropriate
level of management within the Company, with the Chairman, having ultimate responsibility to the
Board for the risk management and control framework.
Torian Resources’ Risk Management Policy is published on the Company’s website.
Remuneration Committee
The Company has a charter for a Remuneration Committee however a Remuneration Committee has
not been established at this time. Given the small size of the Board, the entire Board performs the
functions of the Remuneration Committee.
The Company outlines the structure of remuneration of non-executive directors and executives of
the Company in the Remuneration report in the Annual Report.
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CORPORATE GOVERNANCE STATEMENT (CONT.)
The Company does not provide any schemes for retirement benefits for non-executive directors. It
prohibits employees and directors from entering into transactions in associated products which limit
the economic risk of participating in unvested entitlements under any equity-based remuneration
schemes.
In respect of the financial year ended 31 December 2013, the directors of Torian Resources NL
present their report together with the Financial Report of the Company and the Consolidated
Financial Report of the Consolidated Group (the “Group”), being the Company and its controlled
entities, and the Auditor’s Report thereon.
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DIRECTORS’ REPORT
Review of operations
During the year, the Group maintained the suspension of its exploration activities, including the
Vatovorona project in Madagascar, whilst the directors reviewed existing projects to determine the
best avenue to realise value for shareholders. Partnerships or farm outs of existing tenements were
possible options being considered by the directors.
Care and maintenance projects have been implemented to preserve the Groups existing projects
and their security.
Moving forward, the Group has been assessing potential new projects and mechanisms through the
existing contacts and networks of the new directors. The focus is on identifying and acquiring high
quality advanced stage projects and shareholders will be kept up to date with any new
developments.
Towards the end of the year, the Group satisfied the requirements to relinquish its environmental
protection licence for ruby mining operations in Barrington Tops, Gummi, NSW. As a result,
$227,937 in bonds has been released from the Environmental Protection Agency and the
Environmental Sustainability Unit (NSW Trade & Investment).
The Group has also recovered expired tenement bonds during the year and will continue its efforts
in meeting the compliance and regulatory requirements in pursuance of its further outstanding
bonds.
Principal Activities
The principal activities of the Group during the course of the financial year were the exploration and
evaluation of mineral interests. There were no significant changes in the nature of those activities
during the financial year.
Results of Operations
The consolidated loss for the Group for the financial year ended 31 December 2013 is $10,577,409
(2012: $2,721,797).
Dividends
No dividends were paid or declared by the Group since the end of the previous financial year and the
Directors do not recommend dividends be paid for the year ended 31 December 2013.
Significant changes in the state of affairs
Change in Board Composition and Funding
On 25 February 2013, the Company entered into an agreement with an Investor Group whereby the
Investor Group provided a loan to the Company of $250,000 and will assist in the acquisition of a
major project. The Investor Group also appointed two nominees to the Board, Nathan Taylor and
Sunil Dhupelia. Jason Hou was elected a director at the Annual General Meeting in May and Peter
Ashcroft and Mark Cashmore resigned as directors.
Share Consolidation
The Company completed a 1:20 share consolidation in the June 2013, which was resolved at the
Annual General Meeting held in May 2013.
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DIRECTORS’ REPORT (CONT.)
Sale of NSW Tin Pty Ltd
During the period, the Company sold its wholly owned subsidiary NSW Tin Pty Ltd. The terms of the
sale provide that if NSW Tin or its licence forms part of a future IPO or sale to a listed company, the
Company will receive $150,000 in shares in such company with options of equal value at $200,000 of
the issue or sale price and exercisable within 2 years.
There were no other significant changes in the state of affairs of the Group during the financial year.
Likely Developments and Expected Results of Operations
As the Group is still evaluating possible projects, it is not possible to postulate the likely
developments and any expected results.
Matters Subsequent to Year End
On 10 January 2014, Torian entered into a formal sales agreement with Elsmore Resources Ltd
(ASX:ELR) for the sale of its Mining Leases at Copeton, NSW and Emerald, Qld. Torian retains the
rights to transact on the diamond interests on the Copeton leases.
Consideration for the sale of the assets is a cash payment of $50,000 together with 1,428,760
Elsmore Resources shares.
No other significant subsequent event has arisen that significantly affect the operations of the
Group.
Directors
The following persons held office as Directors of Torian Resources NL at any time during or since the
end of the financial year:
Mr Ian Johns
Mr Nathan Taylor (appointed 7 March 2013)
Mr Sunil Dhupelia (appointed 7 March 2013)
Mr Jason Hou (appointed 30 May 2013)
Mr Peter Ashcroft (resigned 28 August 2013)
Mr Mark Cashmore (resigned 7 March 2013)
Company Secretary
Ms Elissa Hansen is the Company Secretary of Torian Resources NL.
Information on Directors
Nathan Taylor LLB, B.Com
Chairman
Appointed: 7 March 2013
Age: 33 years
Nathan Taylor has successful experience in establishing and managing mining companies. Nathan
has significant M&A and Capital Markets experience having worked on numerous domestic and
cross border transactions throughout his career.
Most recently, Nathan Taylor was Head of Mergers and Acquisitions at BBY Limited and prior to this
he was Head of Capital Markets at StoneBridge Group. Nathan brings deep experience in capital
raising, banking and finance matters as well as M&A activities across numerous jurisdictions
including Africa, Asia and South America.
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DIRECTORS’ REPORT (CONT.)
Nathan is a Non-Executive Director of Stonewall Resources Limited (ASX:SWJ), Kogi Iron Limited
(ASX:KFE) and Mandalong Resources Limited (ASX:MDD).
Sunil Dhupelia LLB, B.Com
Director
Appointed: 7 March 2013
Age: 32 years
Sunil Dhupelia has almost a decade of corporate transaction and advisory experience. He began his
career in law before joining Merrill Lynch's investment banking division. During his time with Merrill
Lynch he was involved in numerous equity capital market transactions for many of Australia's and
Asia's largest companies.
Sunil is Non-executive Chairman of Mandalong Resources Limited (ASX:MDD) and has been a Non-
Executive Director of Stonewall Resources NL (ASX:SWJ) within the last three years.
Ian Johns
Director
Appointed: 9 December 2008
Age: 43 years
Mr Ian Johns brings 20 years of operational business experience to the Torian Board. He consults in
the manufacturing industry as well as a business developer and contract negotiator. Ian was a
founding director of Royalco Resources; a successful royalty income based mineral exploration
company.
Ian is a director of a number of private companies.
Jason Hou BAppFin
Director
Appointed: 30 May 2013
Age: 29 years
Jason Hou has a professional background in finance and accounting sectors. He is a co-founder of
Bligh Resources Ltd, a resources company focused in Manganese exploration in Australia that was
listed on the ASX in 2011. Hi is also a co-founder of Austinvestments Global Consulting Pty Ltd
(AGConsulting), an investment consulting company sourcing equity investment and mining projects
for Australian Resources companies.
Jason is a director of Mandalong Resources Ltd (ASX: MDD) and hasn’t held any other public
directorships in the last three years.
Peter Ashcroft LLB
Director
Appointed: 9 December 2008; Resigned: 28 August 2013
Age: 61 years
Mr Peter Ashcroft is a commercial law specialist with over 30 years’ experience. He is the owner and
principal of Ashlaw Legal Services, which is a specialised commercial legal practice focusing upon the
provision of advice to natural resource companies, both in production and exploration stages, and
logistic and transport businesses. Peter is familiar with mining and resource developments
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DIRECTORS’ REPORT (CONT.)
throughout Australia and has advised on joint ventures in Indonesia, New Zealand, Philippines, India,
USA, Sweden, Ghana and Canada.
Peter is a Non-executive Director of A1Investment and Resources Limited (ASX: AYI) and a director of
number of other private companies.
Mark Cashmore
Director
Appointed: 15 December 2011; Resigned: 7 March 2013
Age: 43 years
Mr Mark Cashmore has a broad range of business development and consulting experience, including
project management, risk management, occupational workplace health and safety expertise and
marketing. He currently consults to utility companies and government bodies on risk mitigation with
a particular focus on occupational workplace health and safety (OWHS).
Mark is a director of a number of private companies.
Information on the Company Secretary
Elissa Hansen B.Com, ACSA, GAICD
Company Secretary
Appointed: 27 October 2011
Age: 41 years
Elissa Hansen is a Chartered Secretary with 15 years’ experience advising management and boards of
ASX listed companies on investor relations, governance, compliance and other corporate issues. She
is a director of several unlisted companies and has extensive company secretarial experience, acting
as Company Secretary for a number of public, ASX listed and private companies
Meetings of Directors
The number of meetings of the Company’s Board of Directors and of each board committee held
during the financial year ended 31 December 2013 and the number of meetings attended by each
Director were:
Directors Meetings
Director
Nathan Taylor
Sunil Dhupelia
Ian Johns
Jason Hou
Peter Ashcroft
Mark Cashmore
Held whilst in office
2
2
4
2
2
2
Attended
2
2
4
0
2
1
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DIRECTORS’ REPORT (CONT.)
Directors’ Interests
The Directors’ and their associates’ interests in shares and options of the Company at 31 December
2013 were:
Director
Nature of Holding
Interests
Nathan Taylor
Indirect
5,000,000 fully paid ordinary shares
Sunil Dhupelia
Indirect
5,000,000 fully paid ordinary shares
Jason Hou
Ian Johns
Direct
5,000,000 fully paid ordinary shares
Direct & Indirect
17,968,868 fully paid ordinary shares
2,550,000 31 December 2014 $0.20 unlisted options
2,550,000 31 December 2014 $0.22 unlisted options
2,500,000 31 December 2015 $0.24 unlisted options
2,500,000 31 December 2015 $0.26 unlisted options
5,000,000 29 December 2015 $0.046 unlisted options
Shares Under Option
Unissued ordinary shares of Torian Resources NL under option at the date of this report are as
follows:
Number of Options
5,075,000
5,075,000
10,000,000
5,025,000
5,025,000
Exercise Price
(in cents)
20
22
4.6
24
26
Expiry Date
31/12/2014
31/12/2014
29/12/2015
31/12/2015
31/12/2015
No option holder has any right under the options to participate in any other share issue of the
Company or of any other entity.
Shares Issued on the Exercise of Options
No ordinary shares of Torian Resources NL were issued during the financial year ended 31 December
2013 on the exercise of options. None have been issued since the end of the financial year.
Other Shares Issued
47,061,135 Shares were issued in the year ended 31 December 2013.
No shares have been issued since the end of the financial year.
Environmental Regulations
The Group’s operations are subject to normal Government Environmental Regulations. There were
no breaches of these regulations during the financial year and up to the date of this report.
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DIRECTORS’ REPORT (CONT.)
Insurance of Directors and Officers
The Company entered into an agreement to insure the Directors and officers of the Company. The
liabilities insured and legal costs that may be incurred in defending civil or criminal proceedings that
may be brought against the officers in their capacity as officers of the entity, and any other
payments arising from liabilities incurred by the officers in connection with such proceedings, other
than where such liabilities arise out of conduct involving a wilful breach of duty by the officers or the
improper use by the officers of their position or of information to gain advantage for themselves or
someone else or to cause detriment to the Company.
Indemnification
The Company has agreed to indemnify and keep indemnified Nathan Taylor and Sunil Dhupelia
against any liability:
a)
incurred in connection with or as a consequence of the director or officer acting in the
capacity including, without limiting the foregoing, representing the Company on any body
corporate; and
b) for legal costs incurred in defending an action in connection with or as a consequence of the
Director or officer acting in the capacity.
The indemnity only applies to the extent of the amount that the Directors are not indemnified under
any other indemnity, including an indemnity contained in any insurance policy taken out by the
Company, under the general law or otherwise.
The indemnity does not extend to any liability:
to the Company or a related body corporate of the Company;
arising out of conduct of the Directors or officers involving a lack of good faith; or
which is in respect of any negligence, default, breach of duty or breach of trust of which the
directors or officers may be guilty in relation to the Company or related body corporate.
No liability has arisen under these indemnities as at the date of this report.
Proceedings on Behalf of the Company
No person has applied for leave of court to bring proceedings on behalf of the Company or intervene
in any proceedings 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.
Declaration by Director
The Directors have received and considered declaration from Nathan Taylor in accordance with
Section 295A of the Corporations Act. The declaration states that in their opinion the financial
records of the Company and Controlled Entities have been properly maintained and that Company’s
and Group’s financial reports for the twelve month period ended 31 December 2013 in all material
aspects present a true and fair view of the financial position and performance and are in accordance
with the relevant accounting standards.
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DIRECTORS’ REPORT (CONT.)
Non-audit Services
The Directors received the Lead Auditor’s Independence Declaration which is set out on page 19.
The external auditor did not provide any non-audit services to the Company during the year ended
31 December 2013.
Signed in accordance with a resolution of the Board of Directors:
___________________
Nathan Taylor
Chairman
Sydney, 28 March 2014
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REMUNERATION REPORT
This report outlines the remuneration arrangements in place for Directors and executives of Torian
Resources NL. The information in this report has been audited as required by 308(3C) of the
Corporations Act 2011.
Directors and Key Management Personnel
The full Board of Directors sets remuneration policies and practices generally and makes specific
recommendations on remuneration packages and other terms of employment for Executive
Directors, other Senior Executives and Non-Executive Directors (if any).
Executive remuneration and other terms of employment are reviewed annually having regard to
performance against goals set at the start of the year, relevant comparative information and
independent expert advice as well as basic salary, remuneration packages include superannuation.
Remuneration packages are set at levels that are intended to attract and retain executives capable
of managing Group’s operations.
Remuneration of Non-Executive Directors is determined by the Board within the maximum amount
approved by shareholders from time to time. Fees for Non-Executive Directors are not linked to the
Company’s performance.
It is the Board’s intention to undertake an annual review of its performance and the performance of
the Board Committees against goals set at the start of the year.
In considering the Company’s performance and its effect on shareholder wealth, the Board has
regard to a broad range of factors, some of which are financial and others of which relate to the
progress on the Company’s projects, results and progress of exploration and development activities,
joint venture agreements, etc.
The Board also gives consideration to the Company’s result and cash consumption for the year. It
does not utilise earnings per share as a performance measure or contemplate payment of any
dividends in the short to medium term given that all efforts are currently being expended to develop
the company.
Details of the nature and amount of each element of the emoluments of each Director of Torian
Resources NL are set out below.
Directors
Names and positions held of key management personnel in office at any time during the financial
year are:
Mr Peter Ashcroft
Mr Ian Johns
Mr Mark Cashmore
Mr Nathan Taylor
Mr Sunil Dhupelia
Mr Jason Hou
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REMUNERATION REPORT (CONT.)
Key Management Personnel Compensation
Salary, wages
and directors
fees
$
-
51,615
6,920
48,923
48,923
36,962
193,343
Salary, wages
and directors
fees
$
180,000
122,600
30,000
332,600
Bonus Non-monetary
benefits
$
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
Other
employee
entitlements
$
-
-
-
-
-
-
-
Bonus Non-monetary
benefits
$
-
-
-
-
$
-
-
-
-
Other
employee
entitlements
$
-
-
-
-
Total
$
-
51,615
6,920
48,923
48,923
36,962
193,343
Total
$
180,000
122,600
30,000
332,600
2013
Peter Ashcroft
Ian Johns
Mark Cashmore
Nathan Taylor
Sunil Dhupelia
Jason Hou
Total Compensation
2012
Peter Ashcroft
Ian Johns
Mark Cashmore
Shares Held by Key Management Personnel and Their Associates
Purchases
Disposals
Balance
Balance
1 Jan 2013
Reduction
from
Consolidation
Peter Ashcroft
Ian Johns
Mark Cashmore
Nathan Taylor
Sunil Dhupelia
Jason Hou
Total
176,775,834 (167,937,042)
-
259,977,382 (246,978,514)
5,000,000
6,400,000
(6,080,000)
-
-
-
-
-
-
-
5,000,000
5,000,000
5,000,000
443,153,216 (420,995,556)
20,000,000
Options Held by Key Management Personnel and Their Associates
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31 Dec 2013
8,838,792
17,998,868
320,000
5,000,000
5,000,000
5,000,000
42,157,660
-
-
-
-
-
-
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Torian Resources NL & Controlled Entities
ABN 72 002 261 565
REMUNERATION REPORT (CONT.)
Peter
Ashcroft
Ian Johns
Mark
Cashmore
Nathan
Taylor
Sunil
Dhupelia
Jason Hou
$0.010 exercise,
expiring 31 Dec 2014
$0.011 exercise,
expiring 31 Dec 2014
$0.012 exercise,
expiring 31 Dec 2015
$0.013 exercise,
expiring 31 Dec 2015
$0.0023 exercise,
expiring 29 Dec 2015
2,350,000
2,550,000
2,350,000
2,550,000
2,350,000
2,500,000
2,350,000
2,500,000
5,000,000
5,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Aside from the share and option consolidation that took place during the year, there have been no
changes in options held by directors during the period including nil grants, nil purchased and nil
disposed of.
All options are over fully paid ordinary Shares in the Company on the same terms and conditions as
existing shares in the Company.
No amounts have been paid in respect of any of the options.
Consultancy Agreements
Ian Johns
Director
Agreement commenced on 20 February 2013;
Consultancy fee of $5,000 per month;
Agreement is terminated upon cessation of directorship/employment with the Company;
No performance based remuneration incentive has been included.
Sunil Dhupelia
Director
Agreement commenced on 11 March 2013;
Consultancy fee of $5,000 per month;
Agreement is terminated upon cessation of directorship/employment with the Company;
No performance based remuneration incentive has been included.
17
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Torian Resources NL & Controlled Entities
ABN 72 002 261 565
REMUNERATION REPORT (CONT.)
Nathan Taylor
Director
Agreement commenced on 11 March 2013;
Consultancy fee of $5,000 per month;
Agreement is terminated upon cessation of directorship/employment with the Company;
No performance based remuneration incentive has been included.
Jason Hou
Director
Agreement commenced on 30 May 2013;
Consultancy fee of $5,000 per month;
Agreement is terminated upon cessation of directorship/employment with the Company;
No performance based remuneration incentive has been included.
Loans to Directors and Key Management Personnel
There were no loans made to directors or key management personnel of the Company and the
Group during the period commencing at the beginning of the financial year and up to the date of this
report.
18
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For personal use only Torian Resources NL & Controlled Entities
ABN 72 002 261 565
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR YEAR ENDED 31 DECEMBER 2013
Sales revenue
Cost of sales
Gross profit
Other revenue
Bad debts expense
Depreciation and amortisation expense
Impairment expense
Employee benefits expense
Equity based employee benefits
Note
2013
$
2012
$
-
-
818
(691)
-
127
340,452
47,309
(181,084)
-
(10,359)
(10,659)
(10,148,373)
(1,262,436)
(25,782)
(260,515)
-
(7,000)
2
3
3
5
Due diligence and professional services
(307,786)
(573,264)
Finance costs
Exploration expenditure
Share of joint venture’s loss
Other expenses
Loss before income tax expense
Income tax expense
(35,915)
(12,246)
(29,793)
(227,483)
-
(89,451)
(178,769)
(326,180)
(10,577,409)
(2,721,797)
-
-
10
4
Loss attributable to members of the parent entity
(10,577,409)
(2,721,797)
Other comprehensive income
-
-
Total comprehensive income for the period
(10,577,409)
(2,721,797)
Basic earnings per share
7
(0.0471)
(0.0148)
These financial statements should be read in conjunction with the accompanying notes.
20
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Torian Resources NL & Controlled Entities
ABN 72 002 261 565
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2013
Note
2013
$
2012
$
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Inventories
Trade and other receivables
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Trade and other receivables
Property, plant and equipment
Exploration and evaluation expenditure
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Short term provisions
Financial liabilities
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
8
9
9
12
13
14
15
16
17
18
273,723
-
8,692
232,148
78,764
126,591
282,415
437,504
-
17,611
395,629
27,970
-
10,037,299
17,611
300,026
10,460,899
10,898,403
218,532
50,596
643,084
912,212
912,212
705,160
50,596
285,778
1,041,534
1,041,534
(612,186)
9,856,868
55,209,411
1,995,700
55,101,056
2,001,700
(57,817,297)
(47,245,888)
(612,186)
9,856,868
These financial statements should be read in conjunction with the accompanying notes.
21
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Torian Resources NL & Controlled Entities
ABN 72 002 261 565
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR YEAR ENDED 31 DECEMBER 2013
Shares on
Issue
Accumulated
Losses
Options
Reserve
Total
$
$
$
$
Balance at 1 January 2012
54,020,419
(44,652,591)
2,130,200
11,498,028
Loss for the period
Other comprehensive income for the period
Total comprehensive income for the period
-
-
-
(2,721,797)
-
(2,721,797)
Shares issued during the period
Cost of capital raising
1,100,637
(20,000)
-
-
-
-
-
-
-
(2,721,797)
-
(2,721,797)
1,100,637
(20,000)
Options issued, net of expirations
-
128,500
(128,500)
-
Balance at 31 December 2012
55,101,056
(47,245,888)
2,001,700
9,856,868
Balance at 1 January 2013
55,101,056
(47,245,888)
2,001,700
9,856,868
Loss for the period
Other comprehensive income for the period
Total comprehensive income for the period
-
-
(10,577,409)
-
(10,577,409)
Shares issued during the period
108,355
-
-
-
-
(10,577,409)
-
(10,577,409)
108,355
Options expired
-
6,000
(6,000)
-
Balance at 31 December 2013
55,209,411
(57,817,297)
1,995,700
(612,186)
These financial statements should be read in conjunction with the accompanying notes.
22
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Torian Resources NL & Controlled Entities
ABN 72 002 261 565
CONSOLIDATED STATEMENT OF CASH FLOWS FOR YEAR ENDED 31 DECEMBER 2013
Note
2013
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Financial charges
Payments for exploration
Interest received
Net cash used in operating activities
19
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of sale of property, plant
and equipment
Purchase of property, plant and equipment
Payments for exploration
Payments for rehabilitation
Deposits paid to government bodies
Deposits refunded by government bodies
Investment in joint venture
Net cash provided by/(used) in investing
activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Costs of raising share equity
Proceeds from issue of convertible notes
Loan proceeds from related parties
Loan proceeds received
Repayment of related party loan
Net cash provided by financing activities
Net increase/(decrease) in cash held
Adjustment for reclassification of cash assets to
non-current receivables
Cash and cash equivalents at beginning of
financial year
Cash and cash equivalents at end of financial
year
$
-
(523,218)
(4,736)
(29,793)
9,798
(547,949)
165,217
-
-
-
-
185,307
-
2012
$
818
(651,072)
(12,246)
(127,483)
21,043
(768,940)
-
-
(13,650)
(27,496)
(12,189)
-
(270,127)
350,524
(323,462)
20,000
-
-
-
252,000
(3,000)
269,000
71,575
(30,000)
250,000
(20,000)
446,327
285,778
-
-
962,105
(130,297)
-
232,148
362,445
273,723
232,148
These financial statements should be read in conjunction with the accompanying notes.
23
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Torian Resources NL & Controlled Entities
ABN 72 002 261 565
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
The financial report includes the consolidated financial statements and notes of Torian Resources NL and
controlled entities (‘Consolidated Group’ or ‘Group’), and the separate financial statements and notes of Torian
Resources NL as an individual parent entity (‘Company’)
Basis of Preparation
The financial report is a general purpose financial report that has been prepared in accordance with Australian
Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the
Australian Accounting Standards Board and the Corporations Act 2001
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a
financial report containing relevant and reliable information about transactions, events and conditions to which
they apply. Compliance with Australian Accounting Standards ensures that the financial statements and notes
also comply with International Financial Reporting Standards. Material accounting policies adopted in the
preparation of this financial report are reported below. They have been consistently applied unless stated
otherwise.
The financial report has been prepared on an accruals basis and is based on historical costs, modified, where
applicable, by the measurement at fair value of selected non-current assets, financial assets and financial
liabilities.
Accounting Policies
a.
Principles of Consolidation
A controlled entity is any entity Torian Resources NL has the power to control the financial and operating
policies of so as to obtain benefits from its activities.
A list of controlled entities is contained in Note 11 to the financial statements. All controlled entities have
a 31 December 2013 financial year-end for this current year.
As at reporting date, the assets and liabilities of all controlled entities have been incorporated into the
consolidated financial statements as well as their results for the year ended. Where controlled entities
have entered (left) the Group during the year, their operating results have been included (excluded) from
the date control was obtained (ceased).
All inter-company balances and transactions between entities in the Group, including any unrealised
profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been
changed where necessary to ensure consistencies with those policies applied by the Company.
Where controlled entities have entered or left the Group during the year, their operating results have
been included/excluded from the date control was obtained or until the date control ceased.
Minority interests, being that portion of the profit or loss and net assets of subsidiaries attributable to
equity interests held by persons outside the Group, are shown separately within the Equity section of the
Consolidated Statement of Financial Position and in the Consolidated Statement of Profit or Loss and
Other Comprehensive Income.
24
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ABN 72 002 261 565
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
b.
Income Tax
The charge for current income tax expense is based on the results for the year adjusted for any non-
assessable or disallowed items. It is calculated using the tax rates that have been enacted or are
substantially enacted by the balance date.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences
arising between the tax bases of assets and liabilities and their carrying amounts in the financial
statements. No deferred income tax will be recognised from the initial recognition of an asset or liability,
excluding a business combination, where there is no effect on accounting or taxable profit or loss.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is
realised or liability is settled. Deferred tax is credited in the income statement except where it relates to
items that may be credited directly to equity, in which case the deferred tax is adjusted directly against
equity.
Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be
available against which deductible temporary differences can be utilised.
Torian Resources NL formed an income tax consolidated group under the tax consolidation regime with
its domestic subsidiaries listed under Note 11.
c.
Plant and Equipment
Each class of property, plant and equipment is carried at cost or fair value less, where applicable, any
accumulated depreciation and impairment losses.
Depreciation
The depreciable amount of all fixed assets is depreciated on a straight-line basis over their useful lives to
the Group commencing from the time the asset is held ready for use.
The depreciation rates used for each class of depreciable assets are:
Class of Fixed Asset
Office equipment and furniture
Plant and equipment
Motor vehicles
Buildings and improvements
Depreciation Rate
25%
25%
25%
2%
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance
sheet date. 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. Gains and losses on disposals
are determined by comparing proceeds with the carrying amount. These gains and losses are included in
the Statement of Profit or Loss and Other Comprehensive Income.
25
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
d.
Exploration, Development and Evaluation Expenditure
Exploration, development and evaluation expenditure incurred is accumulated in respect of each
identifiable area of interest. These costs are only carried forward to the extent that they are expected to
be recouped through the successful development of the area or where activities in the area have not yet
reached a stage that permits reasonable assessment of the existence of economically recoverable
reserves.
Currently the practice is to capitalise all expenses that have been incurred and are in direct relation to the
exploration of resources.
Indirect costs such as administrative and general operational costs will be expensed on the basis that
they are necessarily incurred.
Accumulated costs in relation to an abandoned area are written off in full against profit in the year in
which the decision to abandon the area is made.
When production commences, the accumulated costs for the relevant area of interest are amortised over
the life of the area according to the rate of depletion of the economically recoverable reserves.
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.
f.
Impairment of Assets
At each reporting date, the Group reviews the carrying values of its tangible and intangible assets to
determine whether there is any indication that those assets have been impaired. If such an indication
exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell
and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over
its recoverable amount is expensed to the Statement of Profit or Loss and Other Comprehensive Income.
Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates
the recoverable amount of the cash-generating unit to which the asset belongs.
g.
Investments in joint ventures
Investments in joint venture companies are recognised in the financial statements by applying the equity
method of accounting. The equity method of accounting recognised the Group’s share of post-acquisition
reserves of joint ventures.
i.
Employee Benefits
Provision is made for the Company’s liability for employee benefits arising from services rendered by
employees to balance date. Employee benefits that are expected to be settled within one year have been
measured at the amounts expected to be paid when the liability is settled. Employee benefits payable
later than one year have been measured at the present value of the estimated future cash flows to be
made for those benefits. Those cash flows are discounted using market yields on national government
bonds with terms to maturity that match the expected timing of the cash flows.
26
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Torian Resources NL & Controlled Entities
ABN 72 002 261 565
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
j.
Equity-settled Compensation
There has been no equity based compensation with the exception of that described at Note 21. The
capital subscribed to as per this note was acquired at fair value at the time of purchase.
Options issues have their fair value determined with reference to an approved valuation methodology,
such as the Black-Scholes valuation method. On issue, the fair value of an option is taken to the Income
Statements equity settled compensation, with a corresponding credit to the options reserve. This is then
disclosed as other comprehensive income in the Statement of Comprehensive Income to show other net
profit position of the Group from a third party perspective.
Shares have their value determined using the direct method of share price at date of issue multiplied by
the number of shares issued.
k.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks and other short-term
highly liquid investments with original maturities of three months or less.
l.
Revenue and Other Income
Revenue is measured at the fair value of the consideration received or receivable after taking into
account any trade discounts and volume rebates allowed. Any consideration deferred is treated as the
provision of finance and is discounted at a rate of interest that is generally accepted in the market for
similar arrangements. The difference between the amount initially recognised and the amount ultimately
received is interest revenue.
Revenue from the sale of goods is recognised at the point of delivery as this corresponds to the transfer
of significant risks and rewards of ownership of the goods and the cessation of all involvement in those
goods.
Interest revenue is recognised using the effective interest rate method, which, for floating rate financial
assets, is the rate inherent in the instrument. Dividend revenue is recognised when the right to receive a
dividend has been established
Dividends received from associates and joint venture entities are accounted for in accordance with the
equity method of accounting.
m.
Finance
Finance costs directly attributable to the acquisition, construction or production of assets that necessarily
take a substantial period of time to prepare for their intended use or sale, are added to the cost of those
assets, until such time as the assets are substantially ready for their intended use or sale.
All other finance costs are recognised in income in the period in which they are incurred.
27
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Torian Resources NL & Controlled Entities
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
n.
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. 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.
Cash flows are presented in the Statement of Cash Flows on a gross basis, except for the GST
component of investing and financing activities, which are disclosed as operating cash flows. There is
provision made in the Statement of Cash Flows to disclose the applicable GST refunds/payments that
have been remitted to the ATO to accurately show the cash position of Torian Resources NL.
o.
Comparative Figures
Comparative figures have been derived from the audited financial statements for Torian Resources NL
for the year ended 31 December 2012, and changes in presentation are made where necessary to
comply with accounting standards.
p.
Critical Accounting Estimates and Judgments
The Directors evaluate estimates and judgments incorporated into the financial report based on historical
knowledge and best available current information. Estimates assume a reasonable expectation of future
events and are based on current trends and economic data, obtained both externally and within the
Group.
Key Estimates — Impairment
The Group assesses impairment at each reporting date by evaluating conditions specific to the group that
may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the
asset is determined. Value-in-use calculations performed in assessing recoverable amounts incorporate
a number of key estimates.
Key Judgments — Doubtful Debts Provision
As a result of no trading throughout the period, Torian Resources NL has no questionable receivables.
Key Judgments — Recoverability of Capitalised Exploration Assets
To date, Torian Resources NL has achieved results which have been verified through independent
reporting and testing. The capitalised exploration assets are therefore concluded to be fully recoverable
at balance date.
In the current year, the Group has adopted all of the new and revised current standards and
interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to its
operations and effective for the current annual reporting period. The adoption of these new and revised
standards and interpretations’ has not resulted in changes to the group’s accounting policies.
28
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
At the date of authorisation of the financial report the following Australian Accounting Standards have
been issued or amended and are applicable to the Company and Consolidated Group but are not yet
effective. They have not been adopted in preparation of the financial statements at reporting date and the
Directors do not expect that these changes will have a material impact on the financial performance or
position in future periods.
q.
New and revised accounting standards
The Group has adopted all of the new and revised Standards and Interpretations issued by the Australian
Accounting Standards Board (the AASB) that are mandatory for the current reporting period.
New and revised Standards and amendments thereof and Interpretations effective for the financial year
that are relevant to the Group include:
AASB 10 ‘Consolidated Financial Statements’ and AASB 2011-7 ‘Amendments to Australian
Accounting Standards arising from the consolidation and Joint Arrangements standards’
AASB 12 ‘Disclosure of Interests in Other Entities’ and AASB 2011-7 ‘Amendments to Australian
Accounting Standards arising from the consolidation and Joint Arrangements standards’
AASB 127 ‘Separate Financial Statements’ (2011) and AASB 2011-7 ‘Amendments to
Australian Accounting Standards arising from the consolidation and Joint Arrangements
standards’
AASB 13 ‘Fair Value Measurement’ and AASB 2011-8 ‘Amendments to Australian Accounting
Standards arising from AASB 13’
AASB 119 ‘Employee Benefits’ (2011) and AASB 2011-10 ‘Amendments to Australian
Accounting Standards arising from AASB 119 (2011)’
AASB 2012-2 ‘Amendments to Australian Accounting Standards – Disclosures – Offsetting
Financial Assets and Financial Liabilities’
AASB 2012-5
‘Amendments
to Australian Accounting Standards arising
from Annual
Improvements 2009–2011 Cycle’
AASB 2012-10 ‘Amendments to Australian Accounting Standards – Transition Guidance and
Other Amendments’
29
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Torian Resources NL & Controlled Entities
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
r.
Going concern
The Directors have prepared the financial report on a going concern basis, which contemplates the
continuity of normal business activities and the realisation of assets and the settlement of liabilities in the
ordinary course of business.
For the financial year ended 31 December 2013, the Group incurred a net loss after tax of $10,577,409
(2012: loss $2,721,797). The Group generated negative cash flows from operating activities for the year
of $547,949 (2012: negative $768,940). The Group’s deficiency in net current asset position at 31
December 2013 was $629,797 (Company: $606,228) and its cash balance amounted to $273,723
(Company: $273,758) at that date.
The trade and other payables to third parties payable in cash at 31 December 2013 totalled $218,532 in
contrast to closing Cash and Cash Equivalents of $273,723.
On this basis the Directors have resolved the Company’s ability to continue as a going concern as at 31
December 2013.
Additionally the Directors’ cash flow forecasts project that the Company and the Group will continue to be
able to meet their liabilities and obligations as and when they fall due for a period of at least 12 months
from the date of signing of this financial report. The cash flow forecasts are dependent upon the
generation of sufficient cash flows from operating activities, or the receipt of additional debt or equity
funds, to meet working capital requirements and the ability of the Group to manage discretionary
spending.
The Directors are of the opinion that the use of the going concern basis of accounting is appropriate as
they are satisfied as to the ability of the Company and the Group to implement the above.
The Directors continue to assess the financing and capital requirements of the Group. However, the
Directors have resolved that it is reasonably foreseeable that the consolidated group will continue as a
going concern and that it is appropriate to adopt the going concern basis in the preparation of the
financial report after consideration of the following factors:
i.
ii.
The ability of the consolidated group to undertake further capital raisings to provide the required
funding to meet the consolidated group’s ongoing operating costs; and / or
The recovery of deposit bonds from tenements that are in the process of being relinquished; and
/ or
iii.
The collection of sale proceeds from the disposal of real property in prior financial years.
The financial report does not include adjustments relating to the recoverability and classification of
recorded asset amounts or the amounts and classification of liabilities that might be necessary should the
Company and the Group not continue as a going concern.
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013
NOTE 2: REVENUE
Other revenue
— Interest received
— Profit on disposal of non-current assets
— Foreign exchange gain
— Gain on debt forgiveness
— Other revenue
Total other income
NOTE 3: RESULTS FOR THE YEAR
Expenses:
2013
$
9,798
54,315
-
275,839
500
340,452
2012
$
21,043
-
26,266
-
-
47,309
Impairment of pre-development expenditure
10,148,373
1,261,806
Depreciation of plant and Equipment
10,359
10,659
NOTE 4: INCOME TAX EXPENSE
The components of tax expense comprise:
Current tax
Deferred tax
Total
Prima facie tax benefit on loss from ordinary
activities before income tax at 30%:
Add tax effect of:
— Other non allowable items
Subtotal
Less tax effect of:
— Items not assessable for taxation
— Items deductible for taxation but not
accounting
Deferred tax assets not brought to account:
Income tax expense
31
-
-
-
-
-
-
(3,173,223)
(816,539)
3,108,688
(64,535)
(82,752)
(5,757)
153,044
-
460,535
(356,004)
(38,720)
(394,724)
-
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Torian Resources NL & Controlled Entities
ABN 72 002 261 565
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013
NOTE 4: INCOME TAX EXPENSE (CONT.)
The Group has carry forward tax losses, calculated according to Australian income tax legislation of
$33,739,301 (2012: $33,521,723), which will be deductible from future assessable income provided that income
is derived, and:
a) The Company and its controlled entities carry on prescribed mining operations as defined in the income
Tax Assessment Act, as appropriate; or
b) The Company and its controlled entities carry on a business of, or a business that includes exploration
or prospecting in Australia, for the purpose of discovering or extracting minerals, as appropriate; and
c) No change in tax legislation adversely affects the Company and its controlled entities in realising the
benefit from the deduction for the losses.
The benefit of these losses will only be recognised where it is probable that future taxable profit will be available
against which the benefits of the deferred tax asset can be utilised.
NOTE 5: EMPLOYEE BENEFITS EXPENSE
Employee benefits incurred during the year:
— Salaries and wages
— Superannuation
— Other employee benefits
Total:
NOTE 6: AUDITOR REMUNERATION
Remuneration of the auditor of the Group for:
— auditing or reviewing the financial report
Total:
2013
$
21,802
3,980
-
25,782
2012
$
240,173
20,342
-
260,515
20,000
20,000
20,000
20,000
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Torian Resources NL & Controlled Entities
ABN 72 002 261 565
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013
NOTE 7: EARNINGS PER SHARE
a. Reconciliation of earnings:
Loss
b. Weighted average number of ordinary shares
outstanding during the year used in
calculating EPS (Note that a 1:20 share
consolidation occurred in June 2013)
c. Basic EPS
d. Diluted EPS
2013
$
2012
$
(10,577,409)
(2,721,797)
No.
No.
224,726,370
184,081,887
$
(0.0471)
(0.0471)
$
(0.0148)
(0.0148)
The Basic and Diluted EPS shown in the 2012 financial statements, prior to the share consolidation, was
($0.0007).
NOTE 8: CASH AND CASH EQUIVALENTS
Cash at bank and in hand
Total
273,723
273,723
232,148
232,148
NOTE 9: TRADE AND OTHER RECEIVABLES
CURRENT
Trade and other receivables from third parties:
— Trade receivables
— Other receivables
Total current assets
NON-CURRENT
Trade and other receivables from third parties:
— Bonds on deposit
— Deposits with government bodies
Total non-current assets
2,026
6,666
8,692
-
-
-
112,928
13,663
126,591
19,238
376,391
395,629
There is no expectation of the Directors that any of the above amounts are required to be impaired as all amounts
are anticipated to be fully recoverable. Whilst the above amounts are unsecured, there is no question as to the
creditworthiness of the Group’s debtors.
33
For personal use only
Torian Resources NL & Controlled Entities
ABN 72 002 261 565
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013
NOTE 9: TRADE AND OTHER RECEIVABLES (CONT.)
Allowance for impairment loss
Trade receivables and other receivables are non-interest bearing and are generally on 30-60 day terms. A
provision for impairment loss is recognised when there is objective evidence that an individual receivable is
impaired. No impairment has been recognised by the Group and Company in the current year. No receivable is
past due.
Fair value and credit risk
Due to the short term nature of these receivables, their carrying value is assumed to approximate their fair value.
The maximum exposure to credit risk is the fair value of receivables. Collateral is not held as security, nor is it the
Group’s policy to transfer on-sell receivables to special purpose entities.
Interest rate risk
Detail regarding interest rate risk exposure is disclosed in Note 23.
NOTE 10: INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
In the 2010 financial year, the Company entered into the Madagascar Joint Venture with Varun Madagascar, a
division of Mumbai-listed company Varun Industries. This is a production sharing joint venture to mine both gold
and gemstones from two highly prospective adjacent exploitation (production) licences in Vatovorona,
Madagascar.
The joint venture has been in care and maintenance while the directors determine the best avenue to realise
value for shareholders.
Interests in joint ventures
Varun Torian (International) SARL
Investment at cost
Accumulated equity accounted share of loss
Accumulated allowance for impairment
Closing balance
Movements in carrying amounts
Varun Torian (International) SARL
Balance at 1 January
Invested during the year
Refunded during the year
Accumulated equity accounted share of loss
Allowance for impairment
Closing balance
34
2013
$
792,910
(301,045)
(491,865)
-
-
-
(5,837)
-
5,837
-
2012
$
798,747
(301,045)
(497,702)
-
278,124
309,029
-
(89,451)
(497,702)
-
For personal use only
Torian Resources NL & Controlled Entities
ABN 72 002 261 565
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013
NOTE 10: INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (CONT.)
Investments in joint venture companies are valued at fair value at year end, which is calculated as follows:
-
-
-
fair value of the investment at the beginning of the year (or, for acquisitions during the year, the fair
value of the investment on acquisition);
less equity accounted share of losses during the year;
less impairment losses during the year.
Any impairment losses during the year are calculated as the difference between:
-
-
the fair value of the investment at the beginning of the year (or, for acquisitions during the year, the fair
value of the investment on acquisition) less equity accounted share of losses during the year; and
the fair value of the investment calculated at year end using the last quoted bid price plus the value of
any options held, calculated using the assumptions set out below.
NOTE 11: CONTROLLED ENTITIES.
Controlled Entities Consolidated
PARENT ENTITY:
Torian Resources NL
SUBSIDIARIES OF TORIAN RESOURCES NL:
Cluff Minerals (Australia) Pty Limited
NSW Gold NL
Torian Exploration Pty Ltd
* Percentage of voting power is in proportion to ownership
Country of
Incorporation
Percentage
Owned (%)*
2013
Australia
Australia
Australia
Australia
100
100
100
35
For personal use only
Torian Resources NL & Controlled Entities
ABN 72 002 261 565
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013
NOTE 12: PLANT AND EQUIPMENT
OFFICE EQUIPMENT
At cost
Accumulated depreciation
Total office equipment
PLANT AND EQUIPMENT
At cost
Accumulated depreciation
Total property, plant and equipment
Total
Movements in Carrying Amounts
Balance at 1 January 2012
Additions
Disposals
Depreciation expense
Balance at 31 December 2012
Depreciation expense
Balance at 31 December 2013
2013
$
31,038
(18,922)
12,116
11,899
(6,404)
5,495
17,611
Office
Equipment
Plant and
Equipment
Land and
Buildings
$
$
27,184
11,445
-
-
-7,684
19,500
(7,384)
12,116
-
-
-2,975
8,470
(2,975)
5,495
$
-
-
-
-
-
-
-
2012
$
31,038
(11,538)
19,500
11,899
(3,429)
8,470
27,970
Total
$
38,629
-
-
-10,659
27,970
(10,359)
17,611
36
For personal use only
Torian Resources NL & Controlled Entities
ABN 72 002 261 565
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013
NOTE 13: EXPLORATION AND EVALUATION EXPENDITURE
Exploration expenditure capitalised
Provision for impairment
Total
Balance at beginning of financial year
Additions
Disposals
Amortisation on disposed assets
Impairment recognised during the financial year
Balance at end of financial year
2013
$
12,984,144
(12,984,144)
-
10,037,299
-
(716,585)
716,585
(10,037,299)
-
2012
$
13,700,729
(3,663,430)
10,037,299
10,787,754
13,649
(764,104)
10,037,299
Impairment expense in the current year of $10,037,299 (2012: $764,104) relates to capitalised expenditure in the
Company’s diamond prospects. The Directors’ have decided to recognise impairment against these prospects due
to the cessation of exploratory activity in these prospects.
It is still the Company’s intention to bring the diamond tenements to a stage where a farm-in or trade sale
agreement could be realised.
NOTE 14: TRADE AND OTHER PAYABLES
CURRENT
Accounts payable
Employee benefits payable
Other payables
Total
NOTE 15: SHORT TERM PROVISIONS
CURRENT
Provision for rehabilitation
Total
NOTE 16: FINANCIAL LIABILITIES
CURRENT
Loans from directors
Loans from external parties
Loans from investors
Total
37
43,054
555
174,923
218,532
511,002
8,574
185,584
705,160
50,596
50,596
50,596
50,596
-
81,412
561,672
643,084
212,778
73,000
-
285,778
For personal use only
Torian Resources NL & Controlled Entities
ABN 72 002 261 565
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013
NOTE 17: ISSUED CAPITAL
Ordinary shares
Fully Paid
2013
2012
No of Shares
$ No of Shares
$
At the beginning of reporting period
3,938,603,767
55,001,056 2,929,345,525
53,920,419
Share consolidation (1:20)
(3,741,674,495)
-
Shares issued during the year
47,061,135
108,355 1,009,258,242
1,060,637
Costs of raising share capital
-
-
-
20,000
At reporting date
Partially Paid
243,990,407
55,109,411 3,938,603,767
55,001,056
At the beginning of reporting period
73,724,328
100,000
73,724,328
100,000
Share consolidation (1:20)
Shares issued during the year
(70,038,112)
-
-
-
-
-
-
-
At reporting date
3,686,216
100,000
73,724,328
100,000
Ordinary shares participate in dividends and the proceeds on winding up of the Company in proportion to the
number of shares held. At the shareholders meetings each ordinary share is entitled to one vote when a poll is
called, otherwise each shareholder has one vote on a show of hands.
Capital Management
Management controls the capital of the Group in order to maintain a good debt to equity ratio, provide the
shareholders with adequate returns and ensure that the group can fund its operations and continue as a going
concern.
The Group’s capital includes ordinary share capital, shares and financial liabilities, supported by financial assets.
There are no externally imposed capital requirements.
Management effectively manages the Group’s capital by assessing the group’s financial risks and adjusting its
capital structure in response to changes in these risks and in the market. These responses include the
management of debt levels, distribution to shareholders and share issues.
38
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Torian Resources NL & Controlled Entities
ABN 72 002 261 565
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013
NOTE 18: RESERVES
Options reserve
Total reserves
The options reserve records the fair value of options on issue.
Balance at beginning of financial year
Options expired during the year
Balance at end of financial year
NOTE 19: CASH FLOW INFORMATION
Reconciliation of Cash Flow from Operations with Profit
after Income Tax
Loss after income tax
Non-cash flows in profit:
Depreciation
Impairment expense
Profit on disposal of investments
Bad debts expense
Non-cash expenses
Share of joint venture’s loss
Gain on foreign exchange
Changes in current assets and liabilities:
(Increase)/decrease in trade and term receivables
(Increase)/decrease in inventories
Increase/(decrease) in accounts payable and accruals
Net cash used in operating activities
2013
$
1,995,700
1,995,700
2,001,700
(6,000)
1,995,700
2012
$
2,001,700
2,001,700
2,130,200
(128,500)
2,001,700
2013
$
2012
$
(10,577,409)
(2,721,797)
10,359
10,116,063
(165,217)
181,084
45,382
-
-
150,902
-
(309,113)
(547,949)
10,659
1,262,436
-
6,534
89,451
(25,364)
99,098
691
509,352
(768,940)
39
For personal use only
Torian Resources NL & Controlled Entities
ABN 72 002 261 565
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013
NOTE 20: RELATED PARTY DISCLOSURES
Transactions between related parties are on normal
commercial terms and conditions no more favourable than
those available to other parties unless otherwise stated.
Transactions with related parties:
— Ashlaw Legal Services
— Penna (S&I) Pty Ltd
— Johns Corporation Pty Ltd ATF Johns Family Trust
— Cache Management Pty Ltd
— Cmore Pty ltd
— Longhorn Capital Partners Pty Ltd
— Sunkat Financial Pty Ltd
— Sino-Aust Material Tradings Pty Ltd
2013
$
-
-
51,615
-
6,920
48,923
48,923
36,962
2012
$
25,542
182,425
9,408
131,183
-
-
-
-
Mr Peter Ashcroft is the principal of Ashlaw Legal Services and director of Penna (S&I) Pty Ltd, which had
previously legal advisory and consultancy services to the Group. All fees tendered have been on an arm’s length
basis.
Mr Ian Johns is a director of Johns Corporation Pty Ltd, which throughout the year has provided consultancy and
corporate management services to the Group. All fees tendered have been on an arm’s length basis.
Mr Mark Cashmore is a director of Cmore Pty Ltd, which throughout the year has provided consultancy and
corporate management services to the Group. All fees tendered have been on an arm’s length basis.
Mr Nathan Taylor is a director of Longhorn Capital Partners Pty Ltd, which throughout the year has provided
consultancy and corporate management services to the Group. All fees tendered have been on an arm’s length
basis.
Mr Sunil Dhupelia is a director of Sunkat Financial Pty Ltd, which throughout the year has provided consultancy
and corporate management services to the Group. All fees tendered have been on an arm’s length basis.
Mr Jason Hou is a director of Sino-Aust Material Tradings Pty Ltd, which throughout the year has provided
consultancy and corporate management services to the Group. All fees tendered have been on an arm’s length
basis.
40
For personal use only
Torian Resources NL & Controlled Entities
ABN 72 002 261 565
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013
NOTE 20: RELATED PARTY DISCLOSURES (CONT.)
Key Management Personnel
The following were key management personnel of the Company at any time during the reporting period and unless
otherwise indicated were key management personnel for the entire period:
Mr Ian Johns
Mr Nathan Taylor (appointed 7 March 2013)
Mr Sunil Dhupelia (appointed 7 March 2013)
Mr Jason Hou (appointed 30 May 2013)
Mr Peter Ashcroft (resigned 28 August 2013)
Mr Mark Cashmore (resigned 7 March 2013)
Shares Held by Key Management Personnel and Their Associates
Balance
1 Jan 2013
Reduction from
Consolidation
Purchases
Disposals
Balance
Peter Ashcroft
Ian Johns
Mark Cashmore
Nathan Taylor
Sunil Dhupelia
Jason Hou
Total
176,775,834
(167,937,042)
-
259,977,382
(246,978,514)
5,000,000
6,400,000
(6,080,000)
-
-
-
-
-
-
-
5,000,000
5,000,000
5,000,000
443,153,216
(420,995,556)
20,000,000
Options Held by Key Management Personnel and Their Associates
31 Dec 2013
8,838,792
17,998,868
320,000
5,000,000
5,000,000
5,000,000
42,157,660
-
-
-
-
-
-
-
Peter Ashcroft
Ian Johns
Mark Cashmore
Nathan Taylor
Sunil Dhupelia
Jason Hou
Total
Balance
1 Jan 2013
Reduction from
Consolidation
288,000,000
(273,600,000)
302,000,000
(286,900,000)
-
-
-
-
-
-
-
-
590,000,000
(560,500,000)
Purchases
Expiries
Balance
-
-
-
-
-
-
-
31 Dec 2013
14,400,000
15,100,000
-
-
-
-
29,500,000
-
-
-
-
-
-
-
Directors’ and Executive Officers’ Remuneration
The Board sets all remuneration packages. The broad remuneration policy is to ensure that each senior staff
member’s remuneration package properly reflects the person’s duties and responsibilities. Current market
conditions are also taken into account in determining the appropriate remuneration package.
41
For personal use only
Torian Resources NL & Controlled Entities
ABN 72 002 261 565
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013
NOTE 20: RELATED PARTY DISCLOSURES (CONT.)
Salary, wages
and directors
fees
$
-
51,615
6,920
48,923
48,923
36,962
2013
Peter Ashcroft
Ian Johns
Mark Cashmore
Nathan Taylor
Sunil Dhupelia
Jason Hou
Total Compensation
193,343
2012
Peter Ashcroft
Ian Johns
Mark Cashmore
Total Compensation
180,000
122,600
30,000
332,600
Bonus Non-monetary
benefits
$
-
-
-
-
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
-
-
-
-
Other
employee
entitlements
$
-
-
-
-
-
-
-
-
-
-
-
Total
$
-
51,615
6,920
48,923
48,923
36,962
193,343
180,000
122,600
30,000
332,600
NOTE 21: SHARE BASED PAYMENTS
A summary of the movements of all Company options issued is as follows:
Options Outstanding as at 31 December 2012
Reduction from 1:20 consolidation
Granted
Forfeited
Exercised
Expired
Options Outstanding as at 31 December 2013
Options Exercisable as at 31 December 2013
Number of Options
Weighted Average
Exercise Price
687,000,000
(652,650,000)
-
-
-
(4,150,000)
30,200,000
30,200,000
0.0080
0.0080
-
-
-
0.0988
0.1690
0.1690
42
For personal use only
Torian Resources NL & Controlled Entities
ABN 72 002 261 565
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013
NOTE 21: SHARE BASED PAYMENTS (CONT.)
Value of options on issue were calculated using the Black-Scholes option pricing model applying the following
inputs:
Share price at issue
date
Exercise price
Days to expiry
Interest rate
Volatility
Options Issued on:
3 Jun 2011
3 Jun 2011
3 Jun 2011
3 Jun 2011
16 Dec 2011
$0.006
$0.006
$0.006
$0.006
$0.0020
$0.20
1,307
4.76%
110%
$0.22
1,307
4.76%
110%
$0.24
1,672
4.89%
110%
$0.26
1,672
4.89%
110%
$0.046
1,474
3.23%
194%
A basket of comparable companies has been used as a proxy for the volatility of the Company’s shares.
NOTE 22: EVENTS AFTER THE BALANCE SHEET DATE
On 10 January 2014, Torian entered into a formal sales agreement with Elsmore Resources Ltd (ASX:ELR) for the
sale of its Mining Leases at Copeton, NSW and Emerald, Qld. Torian retains the rights to transact on the diamond
interests on the Copeton leases.
Consideration for the sale of the assets is a cash payment of $50,000 together with 1,428,760 Elsmore Resources
shares.
No other significant subsequent event has arisen that significantly affect the operations of the Group.
NOTE 23: FINANCIAL INSTRUMENTS
General Objectives, Policies and Processes
The Group is exposed to risks that arise from its use of financial instruments. This note describes the Group’s
objectives, policies and processes for managing those risks and the methods used to measure them. Further
quantitative information in respect of these risks is presented throughout these financial statements.
There have been no substantive changes in the Groups’ exposure to financial instrument risks, its objectives,
policies and processes for managing those risks or the methods used to measure them from previous periods
unless otherwise stated in this note.
The Board has overall responsibility for the determination of the Group’s risk management objectives and policies.
The Group’s risk management policies and objectives are therefore designed to minimise the potential impacts of
these risks on the results of objectives where such impacts may be material. The Board periodically reviews the
effectiveness of the process put in place and the appropriateness of the objectives and policies it sets.
The overall objective of the Board is to set policies that seek to reduce risk as far as possible. Further details
regarding these policies are set out below:
43
For personal use only
Torian Resources NL & Controlled Entities
ABN 72 002 261 565
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013
NOTE 23: FINANCIAL INSTRUMENTS (CONT.)
Credit Risk
Credit risk is the risk that the other party to a financial instrument will fail to discharge their obligation resulting in
the Group incurring a financial loss. This usually occurs when debtors or counterparties to derivative contracts fail
to settle their obligations owing to the Group. The Group does not have any material credit risk exposure to any
single receivable or group of receivables under financial instruments entered into by the Group.
The maximum exposure to credit risk at balance date is as follows:
Trade receivables
Security bonds
Deposits with government bodies
Liquidity Risk
2013
$
8,692
-
-
2012
$
126,591
19,238
376,391
Liquidity risk is the risk that the Group may encounter difficulties raising funds to meet commitments associated
with financial instruments due to creditors. The Group manages liquidity risk by monitoring forecast cash flows
and ensuring that adequate unutilised borrowing facilities are maintained. The Group’s operations require it to
raise capital on an on-going basis to fund its planned exploration program and to commercialise its tenement
assets.
Maturity Analysis of Financial Liabilities
Carrying Amount
Contractual
Cash Flows
$
$
< 6 Months
$
2013
CURRENT LIABILITIES
Accounts payable
Employee benefits payable
Other payables
Other financial liabilities
2012
CURRENT LIABILITIES
Accounts payable
Employee benefits payable
Other payables
Other financial liabilities
43,089
555
174,923
271,768
195,104
8,574
40,000
-
43,089
555
174,923
271,768
511,002
8,574
185,585
-
43,089
555
174,923
643,084
511,002
8,574
185,585
285,778
44
For personal use only
Torian Resources NL & Controlled Entities
ABN 72 002 261 565
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013
NOTE 23: FINANCIAL INSTRUMENTS (CONT.)
Interest Rate Risk
The Group is constantly monitoring its exposure to trends and fluctuations in interest rates in order to manage
interest rate risk.
The following tables demonstrate the sensitivity to a reasonably possible change in interest rates, with all other
variables held constant.
Change in Cash and Cash Equivalents
Increase in interest rate by 1%
Decrease in interest rate by 1%
NOTE 24: SEGMENT REPORTING
2013
$
2,737
(2,737)
2012
$
2,321
(2,321)
The Group ‘s operations consist of prospecting and evaluation of gemstones in Australia as well as development
of a gold exploration joint venture in Madagascar.
The following table presents revenue and profit information and certain asset and liability information regarding
geographical segments for the years ended 31 December 2013 and 31 December 2012.
Segment revenues and results
Exploration and development
Other
Segment Revenue
Segment Profit
2013
$
50,000
290,452
2012
$
2013
$
2012
$
818
(10,312,225)
(1,582,218)
47,309
290,452
47,309
Total for continuing operations
340,452
48,127
(10,021,773)
(1,534,909)
Central administration costs and directors
salaries
(555,636)
(1,186,888)
(Loss) before tax (continuing operations)
(10,577,409)
(2,721,797)
45
For personal use only
Torian Resources NL & Controlled Entities
ABN 72 002 261 565
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013
NOTE 24: SEGMENT REPORTING (CONT.)
Segment assets
Exploration and development
2013
$
5,495
2012
$
10,045,770
Total segment assets
5,495
10,045,770
Unallocated
294,531
852,632
Consolidated total assets
300,026
10,898,402
Segment liabilities
Exploration and development
50,596
50,596
Total segment liabilities
50,596
50,596
Unallocated
861,616
990,938
Consolidated total liabilities
912,212
1,041,534
For the purposes of monitoring segment performance and allocating resources between segments:
All assets are allocated to reportable segments other than interests in associates, ‘other financial assets’
and current and deferred tax assets. Goodwill is allocated to reportable segments;
Assets used jointly by reportable segments are allocated on the basis of the revenues earned by
individual reportable segments; and
All liabilities are allocated to reportable segments other than borrowings, ‘other financial, liabilities’,
current and deferred tax liabilities. Liabilities for which reportable segments are jointly liable are allocated
in proportion to segment assets.
46
For personal use only
Torian Resources NL & Controlled Entities
ABN 72 002 261 565
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013
NOTE 24: SEGMENT REPORTING (CONT.)
Geographical information
Australia
Madagascar
Total
2013
2012
2013
2012
2013
2012
$
$
$
$
$
$
Revenue
50,000
818
Other revenues from external
customers
Segment revenue
290,452
340,452
47,309
48,127
Assets and liabilities
Segment assets
300,026 10,898,402
Segment liabilities
912,212
1,041,534
-
-
-
-
-
-
-
-
-
-
50,000
818
290,452
340,452
47,309
48,127
300,026 10,898,402
912,212
1,041,534
NOTE 25: PARENT ENTITY DISCLOSURES
Financial position
Assets
Total current assets
Total non-current assets
Total assets
Liabilities
Total current liabilities
Total non-current liabilities
Total liabilities
Equity
Contributed equity
Reserves
Accumulated losses
Total equity
Financial performance
Loss for the year
Other comprehensive income
Total comprehensive loss
2013
$
280,389
17,611
298,000
886,617
-
886,617
55,209,411
1,995,700
2012
$
242,893
10,692,270
10,935,163
917,938
98,000
1,015,938
55,101,057
2,001,700
(57,793,728)
(47,183,532)
(588,617)
9,919,225
(10,616,196)
(1,976,398)
-
-
(10,616,196)
(1,976,398)
47
For personal use only
Torian Resources NL & Controlled Entities
ABN 72 002 261 565
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013
NOTE 26: CONTINGENT ASSETS AND LIABILITIES
There are no contingent liabilities or contingent assets at balance date.
NOTE 27: COMPANY DETAILS
Torian Resources NL
The registered office of the Company is::
Torian Resources NL
Unit 12
263-269 Alfred Street
North Sydney NSW 2060
The principal place of business is:
Torian Resources NL
Unit 12
263-269 Alfred Street
North Sydney NSW 2060
48
For personal use only
Torian Resources NL & Controlled Entities
ABN 72 002 261 565
DIRECTORS’ DECLARATION
The Directors of the Company declare that:
1.
the financial statements and notes, as set out on pages 18 to 45, are in accordance with the Corporations
Act 2001 and:`
a.
b.
comply with Accounting Standards and the Corporations Regulations 2001 and ;
give a true and fair view of the financial position as at 31 December 2013 and of the performance
for the year ended on that date of the Company and Consolidated Group;
2.
the company has included in note 1to the financial statements an explicit and unreserved statement of
compliance with International Financial Reporting Standards.
3.
The Directors have declared that:
a.
b.
the financial records of the company for the financial year have been properly maintained in
accordance with section 286 of the Corporations Act 2001;
The financial statements and the notes for the financial year comply with the accounting standards;
and
c.
the financial statements and notes for the financial year give a true and fair view;
4.
5.
6.
in the Director’s 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;
the remuneration disclosures included on pages 13 to 15 of the Directors’ Report (as part of the Audited
Remuneration Report) for the year ended 31 December 2013, comply with section 300A of the
Corporations Act 2001; and
the Directors have been give the declaration by the chief executive officer and chief financial officer
required by section 295A.
This declaration is made in accordance with a resolution of the Board of Directors.
___________________
Nathan Taylor
Chairman
Sydney, 28 March 2014
49
For personal use only
For personal use only For personal use only Torian Resources NL & Controlled Entities
ABN 72 002 261 565
SHAREHOLDER INFORMATION
Spread of Shareholders
At 27 March 2014, there were7,470 holders of Shares. The shareholders were entitles to one vote for each
Share held.
Spread of Holdings
No of Holders
No of Units % of Total Issued Capital
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total
2,576
2,454
799
1,341
300
7,470
1,169,902
6,516,545
5,972,076
11.291,929
186,039,955
243,990,407
0.479%
2.671%
2.448%
18.153%
76.249%
100%
There were 7,335 shareholders holding less than a marketable parcel of 1,666,666 shares as at 27 March 2014.
Substantial Shareholders
The Company’s register of substantial shareholders recorded the information as at 27 March 2014.
Top 20 Holdings as at 27 March 2014
Holder Name
AUSTINVESTMENTS PACIFICASIA CONSULTING PTY LTD
LA JOLLA COVE INVESTORS INC
JOHNS CORPORATION PTY LTD
PENNA (S & I) PTY LIMITED
CACHE MANAGEMENT CONSULTING PTY LIMITED
KATSUN FINANCIAL PTY LTD
THERESE-MARIE TAYLOR
JASON HOU
MR PETER JOHN FALKENSTEIN
MR JOHN HABIB
Balance at
27 March 2014
%
20,000,000
8.197
14,618,847
5.992
12,666,608
5.192
5,000,000
2.049
5,000,000
2.049
5,000,000
2.049
5,000,000
2.049
5,000,000
2.049
4,000,000
1.639
3,500,000
1.434
MR JOHN RICHARD HABIB & DR JANE FRANCIS HABIB
3,500,000
1.434
MR IAN JAMES CAMERON
TRAVERSE ACCOUNTANTS PTY LTD
PARKVIEW SERVICES (AUSTRALIA) PTY LTD
MR PAUL KALDAWI
MR ALLAN SMITH & MRS KAREN SMITH
MR JOE NICOTRA
MRS CAROL ANN HALL
PARKVIEW SERVICES (AUSTRALIA) PTY LTD
MR RODNEY KENNETH DAVISON
TOTAL
52
3,000,000
1.230
2,300,000
0.943
2,033,333
0.833
2,031,888
0.833
2,026,434
0.831
1,631,596
0.669
1,601,666
0.656
1,335,833
0.547
1,292,181
0.530
100,542,386 41.208
For personal use only
Torian Resources NL
ABN 72 002 261 565
SHAREHOLDER INFORMATION (CONT.)
Spread of Option holders
At 27 March 2014, there were 3 holders of unlisted options. Options holders are not entitled to voting rights.
Spread of Holdings
100,001 and over
Total
No of Holders
No of Units % of Total Issued Capital
3
3
30,200,000
30,200,000
100
100
Substantial Option Holders
The Company’s register of substantial option holders recorded the information as at 27 March 2014.
Top 20 Holdings as at 27 March 2014
Holder Name
JOHNS CORPORATION PTY LTD
Balance at
27 March 2014
%
15,100,000
50
PARKVIEW SERVICES (AUSTRALIA) PTY LIMITED
14,400,000
47.68
SCOTT MONRO ENDERBY
TOTAL
700,000
2.32
30,200,000
100
53
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