TORIAN RESOURCES LIMITED
(Formerly known as Torian Resources NL)
ABN 72 002 261 565
AND CONTROLLED ENTITIES
ANNUAL REPORT
FOR THE YEAR ENDED 31 DECEMBER 2014
For personal use only
TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
CORPORATE DIRECTORY
DIRECTORS
Mr Nathan Taylor
Mr Sunil Dhupelia
Mr Jason Hou (Resigned 23 March 2015)
Mr Ian Johns (Resigned 24 March 2015)
Mr Andrew Sparke (Appointed 6 June 2014)
Mr Matthew Sullivan (Appointed 6 June 2014)
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
110 Stirling Highway
Nedlands WA 6009
Telephone: 08 9389 8033
Facsimile: 08 9389 7871
www.advancedshare.com.au
AUDITORS
RSM Bird Cameron
Level 12, 60 Castlereagh St
SYDNEY NSW 2000
Telephone: 02 8226 4500
STOCK EXCHANGE LISTING
Torian Resources Limited shares are listed on the Australian Securities Exchange (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
Page 3
Page 4
Page 8
Page 15
Page 18
6. Consolidated Statement of Profit or Loss and Other Comprehensive
Page 19
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 20
Page 21
Page 22
Page 23
Page 50
Page 51
Page 53
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TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
CHAIRMAN’S LETTER
Dear Shareholders
The past 12 months has been a period of significant change for Torian Resources Limited (Torian or the
Company). Following a difficult 2013, Torian took the next step towards becoming a successful junior resources
company in 2014 by announcing the acquisition of the contractual rights to acquire the Mt Stirling and Malcolm
gold projects from Cascade Resources Limited.
The Company has made many announcements in relation to the proposed acquisition and it was subsequently
approved by shareholders at an Extraordinary General Meeting held on 27 February 2015. This has been
completed in March 2015.
We are excited about the prospects of the Mt Stirling and Malcolm projects. Some highlights include:
1. Located in the prolific Eastern Goldfields region of Western Australia. This region has hosted several
multi-million ounce gold projects and is home to several major gold producers;
2. The projects are brownfield exploration projects and host a combined existing Inferred JORC Resource
of 37,477 ounces of gold;
3. Torian has inherited a strong technical team with extensive regional knowledge; and
4. Torian will hold a controlling in both projects following completion of the acquisition.
The Board of Directors see this acquisition as the first step in progressing Torian to becoming a significant
regional player and plan to continue to focus on pursuing additional opportunities as they present themselves.
In the coming year, we will provide our Shareholders the opportunity to participate further in the future of the
Company. We thank Shareholders for your ongoing support and we look forward to sharing the next stage of
Torian’s development with you.
Yours faithfully
Andrew Sparke
Chairman
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TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
CORPORATE GOVERNANCE STATEMENT
Torian Resources Limited (“Company”) has chosen to early adopt the 3rd Edition of the ASX Corporate
Governance Council’s Corporate Governance Principles and Recommendations (ASX Principles and
Recommendations).
The Board of Directors of the Company is committed to maintaining high standards of Corporate Governance.
This Corporate Governance Statement (Statement) discloses the extent to which the Company has followed the
ASX Principles and Recommendations.
The information in this Statement has been approved by the Board and is current as at the date of the Report
Role of the Board and management
The respective roles and responsibilities of the Board and management are detailed in the Board Charter
available on the Company’s website.
The Board Charter also sets out the matters expressly reserved to the Board and those delegated to
management (see Management section of this Statement).
Appointment, induction and training
In selecting new Directors, the Board must ensure that the candidate has the appropriate range of skills,
experience and expertise that will best complement Board effectiveness.
The Company ensures that appropriate background checks are undertaken regarding the potential new Director’s
character, experience, education, criminal record and bankruptcy history before appointing or putting forward a
Director to shareholders for election as a Director.
The Company also provides its shareholders with all material information in its possession that is relevant to their
decision on whether or not to elect or re-elect a Director through the Notice of Meeting, Director resumes and
other information contained in the Annual Report and on the Company’s website.
Upon appointment, each Director will receive a written agreement which sets out the terms of their appointment.
New Directors will also attend an induction program where they are briefed on the Company’s:
operations and the industry sectors in which it operates;
financial, strategic, operational and risk management position;
governance matters, policies and procedures; and
the Director and committee member’s rights, duties and responsibilities.
Directors are also provided with regular professional development opportunities to develop and maintain the skills
and knowledge needed to perform their role as Directors effectively.
Board performance
The Company believes it is important that the Board reviews its own performance to ensure it is performing to a
high level. Under the Board Charter, the Board must conduct an annual performance review. The Charter sets
out the process for this review.
A Board review was not conducted in 2014. 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
was also a change in Directors during the year. The Board chose to defer the review until a decision has been
made on the future direction of the Company, as the combination of Directors and skills required would depend
on the Company’s new venture.
Independence of the Board
The Board assesses the independence of Non-executive Directors against the definition of independent Director
and the factors set out in Box 2.3 of the ASX Corporate Governance Principles and Recommendations.
The Board is comprised of two non-executive Directors, 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
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TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
CORPORATE GOVERNANCE STATEMENT (CONT.)
this is both appropriate and acceptable at this time. The Board reviews its composition periodically and has the
intention to appoint appropriate independent Directors as required.
The Chairman is not independent however the Board considers he is suitably skilled to perform the role due to
his experience and expertise in the areas the Company operates in.
Board skills and experience
The length of service of each Director is set out in the Directors’ Report of the Annual Report and on the website.
The skills and experience of each Director is set out in the matrix below.
Experience
Industry
M&A and Capital Markets
Capital raising
Corporate Finance
Corporate Transaction and Advisory
Equity capital market transactions
Operational Business
Board committees
Investment Banking
Legal
Mining & Geology
Manufacturing
Finance and Accounting
The Board does not currently have an Audit Committee, a Risk Committee, a Remuneration Committee or a
Nomination Committee.
Audit
The Board independently reviews, verifies and safeguards the integrity of its corporate reporting, including
regularly monitoring the appointment and removal of the external auditor and the rotation of the audit
engagement partner.
Risk
The Board oversees the Company’s risk management framework and internal control systems through regular
monitoring, assessment and review.
The Board is required to review at least annually the effectiveness of the Company’s risk management and
internal control systems. This review was not conducted in 2014. 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. The Board chose to defer the review until a decision has been made as to the future direction of
the Company, as the Company’s internal and external risk profile would depend on the new venture.
The Board reviews and assesses the Company’s exposure to economic, environmental and social sustainability
risks and determines the Company’s approach to managing those risks.
Remuneration
The Board has a number of processes it employs for setting the level and composition of remuneration for
Directors and ensuring that such remuneration is appropriate and not excessive. These are described in the
Remuneration Report of the Annual Report. The Remuneration Report also includes a summary of our policies
and practices regarding the remuneration of Directors. The Remuneration Policy is also available on the
Company’s website.
Nomination
The Board addresses succession issues and ensures the Board has the appropriate balance of skills, knowledge,
experience, independence and diversity to enable it to discharge its duties and responsibilities effectively through
regular review and assessment.
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TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
CORPORATE GOVERNANCE STATEMENT (CONT.)
Internal audit
The Company does not have an internal audit function, and due to is size and current activities the Board does
not believe one is warranted at this time. The Board evaluates and monitors internal control processes to
continually improving the effectiveness of its risk management.
External Auditor
The Company’s external auditor, RSM Bird Cameron Partners attends the Annual General Meeting (AGM) and a
representative is available to answer questions from shareholders relevant to the audit at the AGM. RSM Bird
Cameron Partners’s independence declaration is contained in the Directors’ Report in the 2014 Annual Report.
Management
The Company currently has no employees and therefore no senior executives, and as such does not have:
written agreements which set out the terms of their appointment;
a process for periodically evaluating their performance; and
policies and practices regarding their remuneration.
Once the Company is of a sufficient size and structure to necessitate employees, the Board will establish the
processes, policies and practices noted above.
The duties delegated to management under the Board Charter are currently undertaken by the Board.
CEO and CFO declaration
Before it approved the Company’s 2014 financial statements, the Board was satisfied that the financial records
have been properly maintained and that the financial statements comply with the appropriate accounting
standards and give a true and fair view of the financial position and performance of the Group, and their opinion
has been formed on the basis of a sound system of risk management and internal control which is operating
effectively.
As the Company does not have a CEO or CFO, the Board did not receive from its CEO and CFO a declaration to
this effect before it approved the Company’s 2014 financial statements. Once the Company is of a sufficient size
and structure to necessitate a CEO and CFO, a declaration to this effect will be made by the CEO and CFO
before the Board approves any of the Company’s financial statements for a financial period.
Company Secretary
The Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the
proper functioning of the Board. The role of the Company Secretary is set out in more detail in the Board Charter.
Code of Conduct
The Company is committed not only to complying with its legal obligations, but also to acting ethically and
responsibly. The Company expects a high level of honesty, care, fair dealing and integrity in the conduct of all
business activities.
The Company has a Code of Conduct which sets the minimum standards of conduct expected of all Directors,
officers, executives, employees and contractors of the Company. The Code of Conduct is available on the
Company’s website.
Diversity Policy
The Company is committed to ensuring an inclusive workplace that encourages and embraces diversity. The
Company has a Diversity Policy which provides a framework for the Company to achieve workplace diversity and
includes requirements for the Board to set measurable objectives. The Diversity Policy is available on the
Company’s website.
Our current Board has not established measurable targets for achieving gender diversity across the Company.
The Board has been focusing on recapitalising the Company and has reviewed various options over the year
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TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
CORPORATE GOVERNANCE STATEMENT (CONT.)
which included the possible change in direction of the Company. The Board chose to defer the establishment of
the measurable targets until a decision has been made as to the future direction of the Company.
The respective proportions of men and women on the Board, in senior executive positions and across the
Company are as below:
Board
Senior executive*
Men
100%
0%
Women
0%
0%
* Direct reporting line to the CEO (see Management section of this Statement)
Continuous disclosure
The Company must comply with continuous disclosure requirements arising from legislation and the ASX Listing
Rules. The Company has in place a written policy for complying with its continuous disclosure obligations under
the ASX Listing Rules. The Continuous Disclosure Policy is available on the Company’s website.
Shareholder communication
The Company is committed to regularly communicating with its shareholders in a timely and accessible manner,
and to encouraging shareholder participation at its general meetings.
The Company provides information about itself and its corporate governance to investors via its website.
Shareholders also have the option to receive communications from, and send communications to, the Company
and its share registry electronically.
The Company also has Shareholder Communications Policy which facilitates effective two-way communication
with investors, as well as facilitates and encourages participation at meetings of security holders. The
Shareholder Communications Policy is available on the Company’s website.
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TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
DIRECTORS’ REPORT
Review of operations
Throughout the year the Company continued its review of new projects and existing assets and corporate
maintenance. This lead to the signing of an acquisition agreement with Cascade Resources Limited (details
below).
Corporate
During the first half of the year the company facilitated an auction and sale of the issued class of partly paid
shares which allowed the company to change its company type to a Company Limited by Shares (from a No
Liability Company).
At a shareholders meeting held on 30 May 2014 the Company changed its name to Torian Resources Limited.
The change of company type benefited the company in readying itself for consideration of new acquisition
opportunities.
Transaction with Cascade Resources Limited
On 10 June 2014 the company announced its conditional acquisition of options over four prospective gold project
located in the Goldfields region of Western Australia.
The transaction lead to the addition of Mr Matthew Sullivan and Mr Andrew Sparke to the Board and subject to
completion of due diligence and shareholder approval at an Extraordinary General Meeting the Company would
acquire the projects and complete a capital raising to recapitalise the company to take the acquired projects
forward.
In December 2014, following lengthy negotiations with several of the project vendors, the Company amended the
agreement to focus on the Mr Stirling and Malcolm projects. These projects host a combined existing Inferred
JORC Resource of 37,477 oz Au.
The amendments meant that there would no longer be a requirement for the company to re-comply with Chapters
1 and 2 of the ASX listing rules and would instead only need to be put to a shareholder meeting to vote on the
transaction subsequent to year end.
Key characteristics of the proposed transaction mean that, following all resolutions being successfully passed at
a meeting of shareholders, the company is likely to:
Have a change to the nature and scale of activities;
Undertake a shareholder consolidation of shareholder capital;
Undertake a capital raising;
Issue new capital to acquire the project; and
Issue further capital to convert debts owed to Directors and shareholder loans to equity.
Existing Assets
The sale agreement previously signed with Elsmore Resources Limited (ASX:ELR) was amended to allow the
Company to enter into a new sale agreement with Arduro Diamonds Pty Ltd with regard to the Copeton
tenements. The shares issued by ELR were retained under the agreement as consideration for the Queensland
tenements.
The Vatovorona project in Madagascar remained on a care and maintenance program to preserve the project
and maintain security.
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 2014 is $583,489 (2013:
$10,577,409).
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 2014.
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TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
DIRECTORS’ REPORT (CONT.)
Significant changes in the state of affairs
Change in Board Composition
During the period, Messrs Andrew Sparke and Matthew Sullivan have joined the Board of Torian Resources
Limited, who bring with them financial and commercial experience for the benefit of the Group and its
shareholders.
Funding
During the period the company performed a debt for equity swap to partially settle a secured loan and a number
of other unsecured creditors. This was successfully approved by shareholders during the Annual General
Meeting held in May.
Investment in Elsmore
During the current period, Torian Resources Limited impaired their investment in Elsmore Resources Ltd (ELR).
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
Completion of Capital Raising
On 24 March 2015, Torian Resources Limited announced the successful placement of 3,636,357 shares at a
price of $0.165 to raise a total of $600,000.
Completion of Transaction with Cascade Resources
Torian Resources Limited announced to the market on 26 March 2015, that it had successfully completed the
acquisition of contractual rights to the Malcom and Mt Stirling from Cascade Resources Limited. As approved by
shareholders the company will issue 27,272,727 to cascade as consideration for the transaction.
On 31st March, the Company announced that it had completed settlement with the Project Vendors and issued
6,450,000 shares and paid $295,000 cash (plus GST where applicable) to the Project Vendors. These shares will
also be escrowed for a period of 12 months.
Change in Board Composition
As announced to the market 25 March 2015, Messrs Ian Johns and Jason Hou have resigned from the Board of
Torian Resources Limited. As of that date, Mr. Sparke became Chairman of the Board and Mr. Sullivan
Managing Director.
Repayment of Loan
Subsequent to year end the company received shareholder approval to perform a debt for equity swap to settle
loans from related parties.
No other significant subsequent event has arisen that significantly affect the operations of the Group.
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TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
DIRECTORS’ REPORT (CONT.)
Directors
The following persons held office as Directors of Torian Resources Limited at any time during or since the end of
the financial year:
Mr Nathan Taylor
Mr Sunil Dhupelia
Mr Jason Hou (Resigned 23 March 2015)
Mr Ian Johns (Resigned 24 March 2015)
Mr Andrew Sparke (Appointed 6 June 2014)
Mr Matthew Sullivan (Appointed 6 June 2014)
Company Secretary
Ms Elissa Hansen is the Company Secretary of Torian Resources Limited.
Information on Directors
Nathan Taylor LLB, B.Com
Non-executive Director
Appointed: 7 March 2013
Age: 34 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.
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: 33 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 Limited (ASX:SWJ) within the last three years.
Jason Hou BAppFin
Director
Appointed: 30 May 2013 Resigned 23 March 2015
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. He 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)
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TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
DIRECTORS’ REPORT (CONT.)
Ian Johns
Director
Appointed: 9 December 2008 Resigned 24 March 2015
Age: 44 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.
Mr Andrew Sparke B.Bus (Marketing), M.Fin (Current), MAICD
Chairman
Appointed: 6 June 2014
Age:32 years
Andrew Sparke has 10 years Corporate Finance experience that includes IPO’s, private placements and
secondary market transactions. He has advised a number of ASX listed companies on capital raisings and
corporate transactions.
Andrew is a director of a number of public and private companies including Olive Capital Pty Ltd.
Mr Matthew Sullivan B. App. Sc (Applied Geology), AusIMM
Managing Director
Appointed: 6 June 2014
Age:52 years
Matthew Sullivan is an experienced geologist and listed company director with 25 years experience working in
the Goldfields of WA. He is one of only 6 geologists in Australia to find more than 3Moz’s twice.
Matthew’s significant discoveries include Kanowna Belle (6Moz’s), East Kundana (3.5Moz’s), Selene (800Koz’s),
Safari Bore (400Koz’s), St Patricks (400Koz’s) and in the Leonora region (500Koz’s). He was second in
Australian explorer of the year (2010) for the discovery of 500K oz’s in 5 months in Leonora with a total discovery
of circa 12Moz’s Au.
Information on the Company Secretary
Elissa Hansen B.Com, ACSA, GAICD
Company Secretary
Appointed: 27 October 2011
Age: 42 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
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TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
DIRECTORS’ REPORT (CONT.)
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 2014 and the number of meetings attended by each Director were:
Directors Meetings
Director
Nathan Taylor
Sunil Dhupelia
Jason Hou
Ian Johns
Andrew Sparke
Matthew Sullivan
Held whilst in office
4
4
4
4
2
2
Attended
4
4
4
4
2
2
Directors’ Interests
The Directors’ and their associates’ interests in shares and options of the Company at 31 December 2014 were:
Director
Nature of Holding
Interests
Nathan Taylor
Indirect
80,000,000 fully paid ordinary shares
Sunil Dhupelia
Direct & Indirect
92,500,000 fully paid ordinary shares
Jason Hou
Ian Johns
Direct & Indirect
92,500,000 fully paid ordinary shares
Direct & Indirect
92,853,608 fully paid ordinary shares
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
Andrew Sparke
Matthew Sullivan
-
-
Shares Under Option
Nil
Nil
Unissued ordinary shares of Torian Resources Limited under option at the date of this report are as follows:
Number of Options
10,000,000
5,025,000
5,025,000
Exercise Price
(in cents)
4.6
24
26
Expiry Date
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
252,655,841 ordinary shares of Torian Resources Limited were issued during the financial year ended 31
December 2014 on the exercise of options.
Other Shares Issued
No other shares have been issued since the end of the financial year.
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TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
DIRECTORS’ REPORT (CONT.)
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.
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)
b)
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
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
Before it approved the Company’s 2014 financial statements, the Board was satisfied that the financial records
have been properly maintained and that the financial statements comply with the appropriate accounting
standards and give a true and fair view of the financial position and performance of the Group, and their opinion
has been formed on the basis of a sound system of risk management and internal control which is operating
effectively.
The auditor’s independence declaration for the period ended 31 December 2014 has been received and can
found on page 18 of the financial report.
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TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
DIRECTORS’ REPORT (CONT.)
Non-audit Services
The Directors received the Lead Auditor’s Independence Declaration which is set out on page 51. The external
auditor did not provide any non-audit services to the Company during the year ended 31 December 2014.
Signed in accordance with a resolution of the Board of Directors:
___________________
Andrew Sparke
Chairman
Sydney, 31 March 2015
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TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
REMUNERATION REPORT
This report outlines the remuneration arrangements in place for Directors and executives of Torian Resources
Limited. 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
Limited are set out below.
Directors
Names and positions held of key management personnel in office at any time during the financial year are:
Mr Nathan Taylor
Mr Sunil Dhupelia
Mr Jason Hou
Mr Ian Johns
Mr Andrew Sparke
Mr Matthew Sullivan
Key Management Personnel Compensation
Salary, wages
and directors
fees
$
60,000
60,000
60,000
60,000
-
-
240,000
2014
Nathan Taylor
Sunil Dhupelia
Jason Hou
Ian Johns
Andrew Sparke
Matthew Sullivan
Total Compensation
Bonus Non-monetary
benefits
Other
employee
entitlements
$
-
-
-
-
-
-
-
15
$
-
-
-
-
-
-
-
Total
$
60,000
60,000
60,000
$
-
-
-
64,412
124,412
-
-
-
-
64,412
304,412
For personal use only
TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
REMUNERATION REPORT (CONT.)
Salary, wages
and directors
fees
Bonus Non-monetary
benefits
Other
employee
entitlements
$
-
51,615
6,920
48,923
48,923
36,962
193,343
$
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
Total
$
-
51,615
6,920
48,923
48,923
36,962
193,343
2013
Peter Ashcroft
Ian Johns
Mark Cashmore
Nathan Taylor
Sunil Dhupelia
Jason Hou
Total Compensation
Shares Held by Key Management Personnel and Their Associates
Balance
Purchases
Disposals
Balance
1 Jan 2014
31 Dec 2014
5,000,000
25,000,000
(20,000,000)
5,000,000
5,000,000
12,500,000
5,000,000
12,500,000
-
-
17,500,000
17,500,000
17,998,868
75,000,000
(145,260)
92,853,608
-
-
-
-
-
-
-
-
32,998,868
125,000,000
(20,145,260)
132,853,608
Nathan Taylor
Sunil Dhupelia
Jason Hou
Ian Johns
Andrew Sparke
Matthew Sullivan
Total
Options Held by Key Management Personnel and Their Associates
Nathan
Taylor
Sunil
Dhupelia
Jason
Hou
Ian Johns
Andrew
Sparke
Matthew
Sullivan
$0.24 exercise,
expiring 31 Dec
2015
$0.26 exercise,
expiring 31 Dec
2015
$0.046 exercise,
expiring 29 Dec
2015
-
-
-
-
-
-
-
2,500,000
-
2,500,000
-
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.
16
For personal use only
TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
REMUNERATION REPORT (CONT.)
Consultancy Agreements
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.
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.
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.
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.
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.
17
For personal use only
RSM Bird Cameron Partners
Level 12, 60 Castlereagh Street Sydney NSW 2000
GPO Box 5138 Sydney NSW 2001
T +61 2 8226 4500 F +61 2 8226 4501
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Torian Resources Limited for the year ended 31 December
2014, I declare that, to the best of my knowledge and belief, there have been no contraventions of:
(i)
(ii)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
any applicable code of professional conduct in relation to the audit.
RSM BIRD CAMERON PARTNERS
G N SHERWOOD
Partner
Sydney, NSW
Dated: 31 March 2015
Liability limited by a
scheme approved
under Professional
Standards Legislation
Major Offices in:
Perth, Sydney,
Melbourne, Adelaide,
Canberra and Brisbane
ABN 36 965 185 036
RSM Bird Cameron Partners is a member of the RSM network. Each member
of the RSM network is an independent accounting and advisory firm which
practises in its own right. The RSM network is not itself a separate legal entity
in any jurisdiction.
18
For personal use only
TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR YEAR ENDED 31 DECEMBER 2014
Note
2014
$
2013
$
Sales revenue
Cost of sales
Gross profit
Other revenue
Bad debts expense
Depreciation and amortisation expense
Impairment expense
Employee benefits expense
Due diligence and professional services
Finance costs
Exploration expenditure
Other expenses
Loss before income tax expense
Income tax expense
Loss attributable to members of the parent entity
Other comprehensive income
Total comprehensive income for the period
Basic earnings per share (cents)
2
3
3
5
4
7
-
-
-
-
-
-
172,574
340,452
-
(181,084)
(9,505)
(10,359)
(112,894)
(10,148,373)
-
(25,782)
(472,100)
(307,786)
(29,164)
23,301
(155,701)
(583,489)
-
(35,915)
(29,793)
(178,769)
(10,577,409)
-
(583,489)
(10,577,409)
-
-
(583,489)
(10,577,409)
(0.15)
(0.0471)
These financial statements should be read in conjunction with the accompanying notes.
19
For personal use only
TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2014
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Trade and other receivables
Investments in joint venture
Available-for-sale financial asset
Property, plant and equipment
Exploration and evaluation expenditure
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Short term provisions
Loans from related parties
Loan from external parties
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
NET LIABILITIES
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
Note
8
9
9
10
11
13
14
15
16
17
17
18
19
2014
$
48,941
31,160
80,101
-
-
1,429
8,106
14,534
24,069
104,170
2013
$
273,723
8,692
282,415
-
-
-
17,611
-
17,611
300,026
467,925
218,532
-
50,596
218,216
97,334
783,475
783,475
561,572
81,412
912,212
912,212
(679,305)
(612,186)
55,725,782
1,214,150
55,209,411
1,995,700
(57,619,237)
(57,817,297)
(679,305)
(612,186)
These financial statements should be read in conjunction with the accompanying notes.
20
For personal use only
TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR YEAR ENDED 31 DECEMBER 2014
Shares on
Issue
Accumulated
Losses
Options
Reserve
Total
$
$
$
$
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)
Balance at 1 January 2014
55,209,411
(57,817,297)
1,995,700
(612,186)
Loss for the period
Other comprehensive income for the period
Total comprehensive income for the period
-
-
-
(583,489)
-
(583,489)
Shares issued during the period
516,370
-
-
-
-
-
(583,489)
-
(583,489)
516,370
Options expired
-
781,550
(781,550)
-
Balance at 31 December 2014
55,725,781
(57,619,236)
1,214,150
(679,305)
These financial statements should be read in conjunction with the accompanying notes.
21
For personal use only
TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF CASH FLOWS FOR YEAR ENDED 31 DECEMBER 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees
Financial charges
Payments for exploration
Interest received
Note
2014
$
(314,092)
(114)
(2,295)
3,080
Net cash used in operating activities
20
(313,421)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of sale of property, plant
and equipment
Proceeds from sale of interest in mining leases
Payments for exploration
Deposits refunded by government bodies
Net cash provided by investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Loan proceeds received
Repayment of related party loan
Net cash provided by financing activities
Net (decrease)/increase 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
These financial statements should be read in conjunction with the accompanying notes.
22
2013
$
(523,218)
(4,736)
(29,793)
9,798
(547,949)
165,217
-
-
185,307
350,524
20,000
252,000
(3,000)
269,000
71,575
-
70,000
(14,534)
30,000
85,466
11,059
-
(7,886)
3,173
(224,782)
-
(30,000)
273,723
232,148
48,491
273,723
For personal use only
TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
The financial report includes the consolidated financial statements and notes of Torian Resources Limited and
controlled entities (‘Consolidated Group’ or ‘Group’), and the separate financial statements and notes of Torian
Resources Limited as an individual parent entity (‘Company’)
The financial statements were authorised for issue on 31 March 2015 by the directors of the 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. All applicable new accounting standards have been adopted for the year ended 31 December 2014
unless otherwise stated and their adoption did not have a significant impact on the financial performance or
position of the consolidated entity
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 Limited 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 2014 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.
23
For personal use only
TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
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 Limited 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
Depreciation Rate
25%
25%
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.
24
For personal use only
TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
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.
e.
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.
f.
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.
g.
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.
25
For personal use only
TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
h.
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.
i.
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.
j.
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.
k.
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.
26
For personal use only
TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
l.
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 Limited.
m.
Comparative Figures
Comparative figures have been derived from the audited financial statements for Torian Resources
Limited for the year ended 31 December 2014, and changes in presentation are made where necessary
to comply with accounting standards.
n.
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 Limited has no questionable
receivables.
Key Judgments — Recoverability of Capitalised Exploration Assets
To date, Torian Resources Limited 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.
27
For personal use only
TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
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
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.
o.
New and Revised Accounting Standards
The consolidated entity has adopted all of the new, revised or amending Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the
current reporting period.
Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have
not been early adopted.
Any significant impact on the accounting policies of the consolidated entity from the adoption of these
Accounting Standards and Interpretations are disclosed below.
The following Accounting Standards and Interpretations are most relevant to the consolidated entity:
AASB 10 Consolidated Financial Statements
The consolidated entity has applied AASB 10 from 1 July 2013, which has a new definition of 'control'.
Control exists when the reporting entity is exposed, or has the rights, to variable returns from its
involvement with another entity and has the ability to affect those returns through its 'power' over that
other entity. A reporting entity has power when it has rights that give it the current ability to direct the
activities that significantly affect the investee's returns. The consolidated entity not only has to consider
its holdings and rights but also the holdings and rights of other shareholders in order to determine
whether it has the necessary power for consolidation purposes.
AASB 119 Employee Benefits (September 2011) and AASB 2011-10 Amendments to Australian
Accounting Standards arising from AASB 119 (September 2011)
The consolidated entity has applied AASB 119 and its consequential amendments from 1 July 2013. The
standard eliminates the corridor approach for the deferral of gains and losses; streamlines the
presentation of changes in assets and liabilities arising from defined benefit plans, including requiring
remeasurements to be presented in other comprehensive income; and enhances the disclosure
requirements for defined benefit plans. The standard also changed the definition of short-term employee
benefits, from 'due to' to 'expected to' be settled within 12 months. Annual leave that is not expected to
be wholly settled within 12 months is now discounted allowing for expected salary levels in the future
period when the leave is expected to be taken.
AASB 127 Separate Financial Statements (Revised), AASB 128 Investments in Associates and Joint
Ventures (Reissued) and AASB 2011-7 Amendments to Australian Accounting Standards arising from
the Consolidation and Joint Arrangements Standards
The consolidated entity has applied AASB 127, AASB 128 and AASB 2011-7 from 1 July
2013. AASB 127 and AASB 128 have been modified to remove specific guidance that is now
contained in AASB 10, AASB 11 and AASB 12 and AASB 2011-7 makes numerous
consequential changes to a range of Australian Accounting Standards and Interpretations.
AASB 128 has also been amended to include the application of the equity method to
investments in joint ventures.
28
For personal use only
TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
AASB 2012-2 Amendments to Australian Accounting Standards - Disclosures - Offsetting Financial
Assets and Financial Liabilities
The consolidated entity has applied AASB 2012-2 from 1 July 2013. The amendments enhance AASB 7
'Financial Instruments: Disclosures' and requires disclosure of information about rights of set-off and
related arrangements, such as collateral agreements. The amendments apply to recognised financial
instruments that are subject to an enforceable master netting arrangement or similar agreement.
AASB 2011-4 Amendments to Australian Accounting Standards to Remove Individual Key Management
Personnel Disclosure Requirement
The consolidated entity has applied 2011-4 from 1 July 2013, which amends AASB 124 'Related Party
Disclosures' by removing the disclosure requirements for individual key management personnel ('KMP').
Corporations and Related Legislation Amendment Regulations 2013 and Corporations and Australian
Securities and Investments Commission Amendment Regulation 2013 (No.1) now specify the KMP
disclosure requirements to be included within the directors' report.
29
For personal use only
TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
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 2014, the Group incurred a net loss after tax of $583,489
(2013: loss $10,577,409). The Group generated negative cash flows from operating activities for the year
of $313,421 (2013: negative $547,949). The Group’s deficiency in net current asset position at 31
December 2014 was $703,374 (Company: $705,400) and its cash balance amounted to $48,941
(Company: $48,941) at that date.
The trade and other payables to third parties payable in cash at 31 December 2014 totalled $56,771 in
contrast to closing Cash and Cash Equivalents of $48,941.
On this basis the Directors have resolved the Company’s ability to continue as a going concern as at 31
December 2014.
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.
These factors indicate significant uncertainty as to whether the Group will continue as a going
concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of
business and at the amounts stated in the financial report.
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.
iii.
As stated in Note 22, on 24 March 2015, Torian Resources Limited has announced the
placement of 3,636,357 ordinary shares to professional and sophisticated investors at a price of
$0.165 per share to raise $600,000. The capital raising was oversubscribed with participation
from a number of existing supporters of Cascade Resources Ltd. On 26 March 2015, the
Company completed the acquisition of the contractual rights to the Malcom and Mt Stirling gold
projects from Cascade Resources Limited. As approved by shareholders the company will issue
27,272,727 to Cascade as consideration for the transaction. The company is still required to
issue an additional 6,450,000 shares and pay $295,000 to the Project Vendors. This will be
funded out of the $600,000 placement that took place on 24 March.
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
iv.
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.
30
For personal use only
TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
NOTE 2: REVENUE
Other revenue
— Interest received
— Profit on disposal of non-current assets
— Gain on debt forgiveness
— Other revenue
Total other income
NOTE 3: RESULTS FOR THE YEAR
Expenses:
Impairment
Depreciation of plant and equipment
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
2014
$
3,080
-
-
169,494
172,574
2013
$
9,798
54,315
275,839
500
340,452
112,984
9,505
10,148,373
10,359
-
-
-
-
-
-
(175,047)
(3,173,223)
39,142
(135,905)
3,108,688
(64,535)
50,636
(82,752)
85,269
-
(5,757)
153,044
-
For personal use only
TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
NOTE 4: INCOME TAX EXPENSE (CONT.)
The Group has carry forward tax losses, calculated according to Australian income tax legislation of
$33,739,301 (2013: $33,739,301), 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
Total:
NOTE 6: AUDITOR REMUNERATION
Remuneration of the auditor of the Group for:
— auditing or reviewing the financial report
Total:
2014
$
-
-
-
2013
$
21,802
3,980
25,782
25,000
25,000
20,000
20,000
32
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TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
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
2014
$
2013
$
(583,489)
(10,577,409)
No.
No.
394,137,643
224,726,370
$
(0.0015)
(0.0015)
$
(0.0471)
(0.0471)
NOTE 8: CASH AND CASH EQUIVALENTS
Cash at bank and in hand
Total
48,941
48,941
273,723
273,723
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:
— Term Deposits - Guarantees
— Deposits with government bodies
— Provision for impairment
Total non-current assets
18,458
12,702
31,160
3,262
147,822
(151,084)
-
2,026
6,666
8,692
3,262-
177,822-
(181,084)
-
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
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TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
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
Refunded during the year
Allowance for impairment
Closing balance
2014
$
792,910
(301,045)
(491,865)
-
-
-
-
-
2013
$
792,910
(301,045)
(491,865)
-
-
(5,837)
5,837
-
34
For personal use only
TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
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: AVAILABLE-FOR-SALE FINANCIAL ASSETS
Available-for-sale
Total
Fair Value Measurement
Valuation Techniques
2014
$
1,429
1,429
2013
$
-
273,723
In the absence of an active market for an identical asset or liability, the Group selects and uses one or more
valuation techniques to measure the fair value of the asset or liability. The Group selects a valuation technique
that is appropriate in the circumstances and for which sufficient data is available to measure fair value. The
availability of sufficient and relevant data primarily depends on the specific characteristics of the asset or liability
being measured.
Recurring Fair Value Measurement Amounts and the Level of the Fair Value Hierarchy within which the
Fair Value Measurements Are Categorised
Fair Value Measurements at 31 December 2014 Using:
Significant
Unobservable
Inputs
$
(Level 3)
Quoted Prices in Active
Markets for Identical Assets
$
(Level 1)
Significant
Observable
Inputs
$
(Level 2)
Investment in shares of listed corporation
(i)
-
-
1,429
(i) During the period there was a transfer from level 1 to 3 in relation to the Elsmore shares.
35
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TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
NOTE 12: CONTROLLED ENTITIES.
Controlled Entities Consolidated
PARENT ENTITY:
Torian Resources Limited
SUBSIDIARIES OF TORIAN RESOURCES LIMITED
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 (%)*
2014
Australia
Australia
Australia
Australia
100
100
100
NOTE 13: 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 2013
Depreciation expense
Balance at 31 December 2013
Depreciation expense
Balance at 31 December 2014
2014
$
31,038
(25,452)
5,586
11,899
(9,379)
2,520
8,106
Office Equipment
Plant and
Equipment
$
19,500
(7,384)
12,116
(6,530)
5,586
$
8,470
(2,975)
5,495
(2,975)
2,520
36
2013
$
31,038
(18,922)
12,116
11,899
(6,404)
5,495
17,611
Total
$
27,970
(10,359)
17,611
(9,505)
8,106
For personal use only
TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
NOTE 14: 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
2014
$
1,191,063
(1,176,529)
14,534
-
14,534
-
-
-
14,534
2013
$
12,984,144
(12,984,144)
-
10,037,299
-
(716,585)
716,585
(10,037,299)
-
Impairment expense in the prior year of $10,037,299 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 15: TRADE AND OTHER PAYABLES
CURRENT
Accounts payable
Deferred revenue
Employee benefits payable
Directors’ accruals
Other payables
Total
NOTE 16: SHORT TERM PROVISIONS
CURRENT
Provision for rehabilitation
Total
Note 17: BORROWINGS
CURRENT
Loans from external parties (i)
Loans from related parties (ii)
Total
(i)
(ii)
56,771
70,000
(2,600)
280,754
63,000
467,925
-
-
97,334
218,216
315,550
43,054
-
555
124,923
50,000
218,532
50,596
50,596
81,412
561,672
643,084
The loan is secured by an unencumbered parcel of land at Inverell. The loan bears interest at 18%
calculated quarterly in arrears and is repayable on 60 days’ notice.
$198,316 out of these loans was settled in February 2015 through the issue of 991,080 shares at $0.20c
per share.
37
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TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
NOTE 18: ISSUED CAPITAL
Ordinary shares
Fully Paid
2014
2013
No of Shares
$ No of Shares
$
At the beginning of reporting period
243,990,407
55,209,411 3,938,603,767
55,001,056
Share consolidation (1:20)
-
- (3,741,674,495)
-
Shares issued during the year
256,342,057
516,370
47,061,135
108,355
Costs of raising share capital
-
-
-
-
At reporting date
Partially Paid
At the beginning of reporting period
Share consolidation (1:20)
Shares issued during the year
At reporting date
500,332,464
55,725,781
243,990,407
55,109,411
-
-
-
-
-
-
-
-
73,724,328
100,000
(70,038,112)
-
-
-
3,686,216
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
For personal use only
TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
NOTE 19: 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 20: 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
Reversal of provision
Interest expense
Non-cash expenses
Changes in current assets and liabilities:
(Increase)/decrease in trade and other receivables
Increase/(decrease) in accounts payable and accruals
Net cash used in operating activities
2014
1,214,150
1,214,150
1,995,700
(781,550)
1,214,150
2013
$
1,995,700
1,995,700
2,001,700
(6,000)
1,995,700
2014
$
2013
$
(583,489)
(10,577,409)
9,505
112,894
(205,232)
-
(80,596)
27,353
-
(1,560)
407,706
(313,421)
10,359
10,116,063
(165,217)
181,084
-
45,382
150,902
(309,113)
(547,949)
39
For personal use only
TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
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:
— Johns Corporation Pty Ltd ATF Johns Family Trust
(director fees and consultancy fees)
— Cmore Pty ltd
— Longhorn Capital Partners Pty Ltd (director fees)
— Sunkat Financial Pty Ltd (director fees)
— Sino-Aust Material Tradings Pty Ltd (director fees)
— Taylor Super Fund (lease rental)
2014
$
2013
$
124,142
-
60,000
60,000
60,000
48,000
51,615
6,920
48,923
48,923
36,962
-
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.
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.
40
For personal use only
TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
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 Nathan Taylor
Mr Sunil Dhupelia
Mr Jason Hou
Mr Ian Johns
Mr Andrew Sparke (Appointed 6 June 2014)
Mr Matthew Sullivan (Appointed 6 June 2014)
Shares Held by Key Management Personnel and Their Associates
Nathan Taylor
Sunil Dhupelia
Jason Hou
Ian Johns
Andrew Sparke
Matthew Sullivan
Total
Balance
Purchases
Disposals
1 Jan 2014
5,000,000
25,000,000
(20,000,000)
5,000,000
12,500,000
5,000,000
12,500,000
17,998,868
75,000,000
(145,260)
-
-
-
-
-
-
Balance
31 Dec 2014
5,000,000
17,500,000
17,500,000
92,853,608
-
-
32,998,868
125,000,000
(20,145,260)
132,853,608
Options Held by Key Management Personnel and Their Associates
Balance
Purchases
Expiries
Nathan Taylor
Sunil Dhupelia
Jason Hou
Ian Johns
Andrew Sparke
Matthew Sullivan
Total
1 Jan 2014
-
-
-
15,100,000
-
-
15,100,000
-
-
-
-
-
-
-
Balance
31 Dec 2014
-
-
-
-
-
-
5,100,000
10,000,000
-
-
-
-
5,100,000
10,000,000
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
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TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
NOTE 20: RELATED PARTY DISCLOSURES (CONT.)
Salary, wages
and directors
fees
$
60,000
60,000
60,000
60,000
-
-
240,000
Salary, wages
and directors
fees
$
-
51,615
6,920
48,923
48,923
36,962
193,343
Bonus Non-monetary
benefits
$
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
Other
employee
entitlements
$
-
-
-
Total
$
60,000
60,000
60,000
64,412
124,412
-
-
-
-
64,412
304,412
Bonus Non-monetary
benefits
$
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
Other
employee
entitlements
$
-
-
-
-
-
-
-
Total
$
-
51,615
6,920
48,923
48,923
36,962
193,343
2014
Nathan Taylor
Sunil Dhupelia
Jason Hou
Ian Johns
Andrew Sparke
Matthew Sullivan
Total Compensation
2013
Peter Ashcroft
Ian Johns
Mark Cashmore
Nathan Taylor
Sunil Dhupelia
Jason Hou
Total Compensation
42
For personal use only
TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
NOTE 21: SHARE BASED PAYMENTS
A summary of the movements of all Company options issued is as follows:
Options Outstanding as at 31 December 2013
30,200,000
0.1690
Number of Options
Weighted Average
Exercise Price
Reduction from 1:20 consolidation
Expired
Options Outstanding as at 31 December 2014
Options Exercisable as at 31 December 2014
10,150,000
20,050,000
20,050,000
0.210
0.169
0.169
43
For personal use only
TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
NOTE 21: SHARE BASED PAYMENTS (CONT.)
Value of options on issue were calculated using the Black-Scholes option pricing model applying the following
inputs:
Options Issued on:
Share price at issue
date
Exercise price
Days to expiry
Interest rate
Volatility
3 Jun 2011
16 Dec 2011
$0.006
$0.0020
$0.26
365
4.89%
110%
$0.046
363
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
Completion of Capital Raising
On 24 March 2015, Torian Resources Limited announced the successful placement of 3,636,357 shares at a price
of $0.165 to raise a total of $600,000.
Completion of Transaction with Cascade Resources
Torian Resources Limited announced to the market on 26 March 2015, that it had successfully completed the
acquisition of contractual rights to the Malcom and Mt Stirling from Cascade Resources Limited. As approved by
shareholders the company will issue 27,272,727 to cascade as consideration for the transaction.
Change in Board Composition
As announced to the market 25 March 2015, Messrs Ian Johns and Jason Hou have resigned from the Board of
Torian Resources Limited.
Repayment of Loan
Subsequent to year end the company received shareholder approval to perform a debt for equity swap to settle
loans from related parties.
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.
44
For personal use only
TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
NOTE 23: FINANCIAL INSTRUMENTS
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:
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
2014
$
31,160
-
-
2013
$
8,692
-
-
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
$
2014
CURRENT LIABILITIES
Accounts payable
Employee benefits payable
Other payables
Borrowings
2013
CURRENT LIABILITIES
Accounts payable
Employee benefits payable
Other payables
Borrowings
126,771
(2,600)
343,754
315,550
43,089
555
174,923
643,084
45
126,771
126,771
-
343,754
315,550
43,089
555
174,923
271,768
-
343,754
315,550
43,089
555
174,923
271,768
For personal use only
TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
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
2014
$
489
(489)
2013
$
2,737
(2,737)
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 2014 and 31 December 2013.
Segment revenues and results
Exploration and development
Other
Segment Revenue
Segment Profit
2014
$
139,323
33,251
2013
$
50,000
290,452
2014
$
2013
$
40,351
(10,312,225)
33,251
290,452
Total for continuing operations
172,574
340,452
73,602
(10,021,773)
Central administration costs and directors
salaries
(657,091)
(555,636)
Loss before tax (continuing operations)
(583,489)
(10,577,409)
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TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
NOTE 24: SEGMENT REPORTING (CONT.)
Segment assets
Exploration and development
2014
17,054
2013
$
5,495
Total segment assets
17,054
5,495
Unallocated
87,117
294,531
Consolidated total assets
104,171
300,026
Segment liabilities
Exploration and development
Total segment liabilities
-
-
50,596
50,596
Unallocated
783,475
861,616
Consolidated total liabilities
783,475
912,212
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.
47
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TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
NOTE 24: SEGMENT REPORTING (CONT.)
Geographical information
Australia
Madagascar
Total
2014
2013
2014
2013
2014
2013
$
$
$
$
$
Revenue
139,323
50,000
Other revenues from external
customers
33,251
290,452
Segment revenue
172,574
340,452
Assets and liabilities
Segment assets
104,171
300,026
Segment liabilities
783,475
912,212
-
-
-
-
-
-
-
-
-
-
139,323
50,000
33,251
290,452
172,574
340,452
104,171
300,026
783,475
912,212
NOTE 25: PARENT ENTITY DISCLOSURES
Financial position
Assets
Total current assets
Total non-current assets
Total assets
Liabilities
Total current liabilities
Total liabilities
Equity
Contributed equity
Reserves
Accumulated losses
Total equity
Financial performance
Loss for the year
Other comprehensive income
Total comprehensive loss
2014
78,075
24,070
102,144
783,475
783,475
2013
$
280,389
17,611
298,000
886,617
886,617
55,725,782
1,214,150
55,209,411
1,995,700
(57,621,263)
(57,793,728)
(681,331)
(588,617)
(609,085)
(10,616,196)
-
-
(609,085)
(10,616,196)
48
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TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
NOTE 26: CONTINGENT ASSETS AND LIABILITIES
There are no contingent liabilities or contingent assets at balance date.
NOTE 27: COMPANY DETAILS
Torian Resources LIMITED
The registered office of the Company is::
Torian Resources LIMITED
Unit 12
263-269 Alfred Street
North Sydney NSW 2060
The principal place of business is:
Torian Resources LIMITED
Unit 12
263-269 Alfred Street
North Sydney NSW 2060
49
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TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
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 2014 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.
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 2014, comply with section 300A of the
Corporations Act 2001; and
This declaration is made in accordance with a resolution of the Board of Directors.
___________________
Andrew Sparke
Chairman
Sydney, 31 March 2015
50
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RSM Bird Cameron Partners
Level 12, 60 Castlereagh Street Sydney NSW 2000
GPO Box 5138 Sydney NSW 2001
T +61 2 8226 4500 F +61 2 8226 4501
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
TORIAN RESOURCES LIMITED
Report on the Financial Report
We have audited the accompanying financial report of Torian Resources Limited, which comprises the
consolidated statement of financial position as at 31 December 2014, and the consolidated statement of profit or
loss and other comprehensive income, consolidated statement of changes in equity and consolidated cash flows
for the year then ended, notes comprising a summary of significant accounting policies and other explanatory
information, and the directors' declaration of the consolidated entity comprising the company and the entities it
controlled at the year’s end or from time to time during the financial year.
Directors’ Responsibility for the Financial Report
The directors of the company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that is free from
material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with
Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with
International Financial Reporting Standards.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in
accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant
ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable
assurance about whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial report. The procedures selected depend on the auditor's judgement, including the assessment of the
risks of material misstatement of the financial report, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the
financial report in order to design audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates
made by the directors, as well as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinions.
Liability limited by a
scheme approved
under Professional
Standards Legislation
Major Offices in:
Perth, Sydney,
Melbourne, Adelaide,
Canberra and Brisbane
ABN 36 965 185 036
RSM Bird Cameron Partners is a member of the RSM network. Each member
of the RSM network is an independent accounting and advisory firm which
practises in its own right. The RSM network is not itself a separate legal entity
in any jurisdiction.
51
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Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We
confirm that the independence declaration required by the Corporations Act 2001, which has been given to the
directors of Torian Resources Limited, would be in the same terms if given to the directors as at the time of this
auditor's report.
Opinion
In our opinion:
(a)
the financial report of Torian Resources Limited is in accordance with the Corporations Act 2001, including:
(i)
giving a true and fair view of the consolidated entity’s financial position as at 31 December 2014 and
of its performance for the year ended on that date; and
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001; and
(b)
the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.
Emphasis of Matter
Without qualifying our opinion, we draw attention to Note 1 in the financial statements, which indicates that the
consolidated entity incurred a net loss of $583,489, and had cash operating outflows of $313,421 for the year
ended 31 December 2014. As at that date of the consolidated entity had net current liabilities of $703,374, and net
liabilities of $679,305. The ability of the company and consolidated entity to continue as a going concern is
dependent on a number of factors, the most significant of which is the receipt of additional debt or equity funds.
These conditions, along with other matters as set forth in Note 1, indicate the existence of a material uncertainty
which may cast significant doubt about the consolidated entity’s ability to continue as a going concern and
therefore, the consolidated entity may be unable to realise its assets and discharge its liabilities in the normal
course of business.
Report on the Remuneration Report
We have audited the Remuneration Report included in pages 15 to 17 of the directors’ report for the year ended
31 December 2014. The directors of the company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to
express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian
Auditing Standards.
Opinion
In our opinion the Remuneration Report of Torian Resources Limited for the year ended 31 December 2014
complies with section 300A of the Corporations Act 2001.
RSM BIRD CAMERON PARTNERS
Sydney, NSW
Dated: 31 March 2015
G N Sherwood
Partner
52
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TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
Spread of Shareholders
At 24 March 2015, there were 7,250 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
6,490
532
98
99
31
7,250
850,294
1,121,723
696,387
2,705,225
13,421,077
18,794,706
4.524%
5.968%
3,705%
14.394%
71.409%
100%
There were 6,883 shareholders holding less than a marketable parcel of 1,478,791 shares as at 24 March 2015.
Substantial Shareholders
The Company’s register of substantial shareholders recorded the information as at 24 March 2015.
Top 20 Holdings as at 24 March 2015
Holder Name
Johns Corporation Pty Ltd
Roc Salt Limited
Mr Yizhou Gu
Balance at
24 March 2015
%
2,656,624
14.13
2,272,727
12.09
909,090
4.84
Mr James David William Taylor + Erin Ann Taylor
757,575
4.03
Dr John Capp Pty Limited
Suburban Holdings Pty Ltd
Mr Jason Hou
Katsun Financial Pty Ltd
Mrs Xiujun Qi
La Jolla Cove Investors Inc
Mr Nick Di Pietro
Rand Mining Ltd
Tribune Resources Ltd
Celtic Capital Pte Ltd
Mr Jimmy Thomas + Ms Ivy Ruth Ponniah
Mr Stephen Tomsic
Dr Luigi Genua + Mrs Rosa Genua
Morgans Financial Limited
Penna (S & I) Pty Limited
Cache Management Consulting Pty Limited
TOTAL
53
610,000
3.25
606,060
3.22
530,303
2.82
530,303
2.82
516,666
2.75
442,995
2.36
343,270
1.83
303,030
1.61
303,030
1.61
303,030
1.61
216,710
1.15
181,818
0.97
151,515
0.81
151,515
0.81
151,515
0.81
151,515
0.81
12,089,291
64.32
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100
100
%
47.6
50.0
2.3
100
TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
SHAREHOLDER INFORMATION (CONT.)
Spread of Option holders
At 24 March 2015, there were 3 holders of unlisted options. Options holders are not entitled to voting rights.
Spread of Holdings
1- 100,001 and over
Total
Substantial Option Holders
No of Holders
No of Units % of Total Issued Capital
3
3
915,152
915,152
The Company’s register of substantial option holders recorded the information as at 24 March 2015.
Top 20 Holdings as at 24 March 2015
Holder Name
Parkview Services (Australia) Pty Limited
Johns Corporation Pty Ltd
Scott Monro Enderby
TOTAL
Balance at
24 March 2015
436,364
457,576
21,212
915,152
54
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