(Formerly Nimrodel Resources Ltd)
and Controlled Entities
(ACN 119 670 370)
ANNUAL REPORT
FOR THE YEAR ENDED
30 JUNE 2013
1
COMPANY DIRECTORY
ASX Code: WKT
Directors
Allan Mulligan
Geoffrey Wallace
Peter Batten
Company Secretary
Geoffrey Wallace
Auditors
HLB Mann Judd
Level 4, 130 Stirling Street
Perth WA 6000
Australia
Securities Exchange Listing
Australian Securities Exchange Limited
Level 8
Exchange Plaza
2 The Esplanade
Perth, WA 6000
Australia
Registered Office and Principal Place of Business
Bankers:
National Australia Bank
Perth West Business Banking Centre
1238 Hay Street
West Perth, WA 6005
Australia
Level 3
681 Murray Street
West Perth, WA 6005
Australia
Telephone: +61 8 6298 7500
Facsimile: +61 8 6298 7501
Website : www.wkt.com.au
Email: admin@wkt.com.au
Share Register
Security Transfer Registrars
770 Canning Highway
Applecross, WA 6153
Telephone: +61 8 9315 2333
Email: registrar@securitytransfer.com.au
0
TABLE OF CONTENTS
1.
DIRECTORS’ REPORT
2.
CORPORATE GOVERNANCE STATEMENT
3.
AUDITOR’S INDEPENDENCE DECLARATION
4.
FINANCIAL STATEMENTS
5.
DIRECTORS' DECLARATION
6.
INDEPENDENT AUDITOR’S REPORT
7.
ADDITIONAL SHAREHOLDER INFORMATION
2
11
14
15
45
46
48
1
DIRECTORS’ REPORT
Your directors submit the annual financial report of the consolidated entity consisting of Walkabout Resources Ltd
formerly Nimrodel Resources Ltd (“the Company”) and the entities it controlled during the period for the financial year
ended 30 June 2013. In order to comply with the provisions of the Corporations Act 2001, the directors report as
follows:
Directors
The names of Directors who held office during or since the end of the year and until the date of this report are as
follows. Directors were in office for this entire period unless otherwise stated.
Name, qualifications and
independence status
Experience, special responsibilities and other directorships
Mr Allan Mulligan
Appointed Managing Director 7 August 2012
Managing Director from 7 August
2012
Allan Mulligan is a mining engineer with over thirty years of mine management
and production experience.
Mr Mulligan has specialised in technical assessment and production economics,
feasibilities, project design and costing of underground mines and prospects. He
has worked extensively in exploration, mine development and operations across
Africa and Australia.
Allan was a founding Director of Walkabout Resources Pty Ltd. He has
previously been on the board of several Western Australian explorers.
Other directorships of listed companies in the last 3 years: None
Member of the Audit and Remuneration Committees.
Mr Geoffrey Wallace
Appointed Director and Company Secretary 31 May 2011
Executive Director and Company
Secretary
Mr Peter Batten
Technical Director
Independent Non-Executive
Director
Geoff is a Fellow of the Australian Society of Certified Practicing Accountants, a
Fellow of the Taxation Institute of Australia, a member of the Australian Institute
of Company Directors, and a former Director of the Australian Mining and
Petroleum Law Association. He has many years’ experience in the financial,
corporate and management areas of the mining industry. He has been a Director
of a number of listed mining and exploration companies on the Australian Stock
Exchange (ASX) and the Toronto Stock Exchange (TSX).Other directorships of
listed companies in the last 3 years: None
Appointed 22 August 2011
Peter is a graduate of Curtin University and holds a Bachelor of Applied Science
majoring in geology. He has over twenty seven years in the exploration and
mining industry. He has acted as Managing Director of ASX listed companies
Berkeley Resources Ltd, White Canyon Uranium Ltd and Bannerman Resources
Ltd. Whilst Managing Director at Bannerman Resources he oversaw the granting
of the company’s licences and took the Etango uranium project in Namibia from
grassroots to a significant resource of over 100M lbs U3O8. This successful
period at Bannerman Resources included the company’s admission to the
ASX300 and the Toronto (TSX) and Namibian (NSX) stock exchanges. Peter
first worked in Africa in 1997 and is currently Executive Chairman of De Grey
Mining Ltd. Peter is a member of the Australasian Institute of Mining and
Metallurgy and the Geological Society of Australia. Other directorships of listed
companies in the last 3 years:
White Canyon Uranium Limited
De Grey Mining Ltd
Member of the Audit and Remuneration Committees
2
DIRECTORS’ REPORT – Continued
Mr George Kenway
Appointed as a Director 31 May 2011, Appointed as Chairperson 2 August 2011
Chairman from 2 August 2011
Retired 30 June 2013
Non-Executive
George has a Bachelor of Science degree in geophysics from the University of
Queensland. He has spent the last twenty years in senior management and has
occupied the positions of Executive Director, Managing Director, and Executive
Chairman with ASX
including Titan Resources N.L.,
Goldstream Mining N.L. and Uranex N.L. During that period George was
involved in capital raisings in excess of $50m and was instrumental in
negotiating a number of strategic alliances and joint ventures with major
companies in particular, Minorca plc, Anglo American plc. and Lonmin plc.
listed companies
Other Directorships of listed companies in the last 3 years: None
Member of the Audit and Remuneration Committees
Mr Christopher Mason
Appointed as Managing Director 2 August 2011, Resigned 27 July 2012
Managing Director from 2 August
2011 to 27 July 2012
Chris is a graduate of Murdoch University and holds a Bachelor of Commerce
(B.Comm) majoring in finance and banking. He has over ten years of financial
sector experience beginning with various management roles in banking before
joining an ASX listed full service broker as a private client broker. His most
recent role was with a niche Perth based advisory firm where he played a major
role in providing capital raising and marketing advice for listed and unlisted coal
mining companies.
Other Directorships of listed companies in the last 3 years: None
Interests in the shares and options of the company and related bodies corporate
The following relevant interests in shares and options of the Company or a related body corporate were held by the
directors at the date of this report.
Director
A Mulligan
G Wallace
P Batten
Ordinary
shares
Options over
ordinary
shares
64,803,159
1,875,000
70,652,249
1,875,000
578,025
-
Performance
shares
Deferred
shares
Deferred
options
-
-
-
-
-
-
-
-
-
No share options of the Company were granted to Directors of the Company during or since the end of the financial
year as part of their remuneration package.
Principal Activities
The principal activities of the consolidated entity during the financial year were the exploration and development of
resources and energy assets located in Australia, Botswana and Tanzania.
There have been no other significant changes in the nature of activities during the year.
Operating Results
The comprehensive loss of the consolidated entity amounted to $1,269,490 (2012: loss of $1,823,891).
3
DIRECTORS’ REPORT – Continued
Financial Position
The net assets of the Group were $13,145,029 at 30 June 2013 (2012: $12,907,110)
Dividends Paid or Recommended
There were no dividends paid or recommended throughout the period.
Review of Operations
Strategic and Corporate
During the period under review, the Directors undertook a strategic review of the operations of the Company. It was
determined that the Company was best placed as a diversified exploration company with projects across more than
one commodity and one geographic location. The Company will now be open to assessing exploration and project
opportunities across Australia and low risk destinations in Africa for several commodities.
On 10 April 2013 the Company changed its name from Nimrodel Resources Ltd to Walkabout Resources Ltd.
Managing Director, Chris Mason resigned early during the year under review to pursue other opportunities and
Chairman George Kenway, a founder of the Company, retired at the end of the year. The Directors thank them both
for their respective contributions and wish them well.
As a result of poor economic conditions within the exploration and resources industry, the Board decided not to
replace the position of Chairman at this time and has frozen all salaries and remuneration benefits until further notice.
Projects
Takatokwane Coal Project, Botswana (Various between 65% and 70% equity)
Takatokwane is located just 195km from the Botswana capital, Gaborone, in the southern belt of the Central Kalahari
Sub-Basin and is directly accessible by a well-maintained bitumen road. Walkabout has previously defined a 6.9
billion tonne JORC 2004 Inferred raw coal resource over the two Joint Ventures.
At Takatokwane, work has commenced on completing a Pre-Feasibility Study (PFS) into a Stage 1, “starter mine”
intended to deliver 1 million tonnes per annum into the South African domestic and export market. For cost reasons
this study is being managed in-house and should be completed during the second quarter of 2014. In early 2013 the
company defined 748 million tonnes of shallow, wide seam coal under JORC 2004 Indicated Resource classification
within a “Target Mining Area” at Takatokwane (ASX 2 April 2013). The Stage 2 development plan is for large open-
strip mines supplying high volume export tonnes to international markets and is contingent on the announcement of a
planned international heavy haul rail line accessing a deep water port. This rail line is due to be constructed by
others.
With the definition of the Indicated Resource, the company earned an additional 20% of the Takatokwane South
project area bringing the total to 40% and is currently progressing to the 65% earn in stage. At the Takatokwane
Project Area, which is contiguous to Takatokwane South, the Company has earned 70% equity.
Kigoma Copper Project, Tanzania (Various between 75% and 100% equity)
Following the diversification strategy, the company negotiated several low-entry-cost Joint Ventures with exploration
rights holders at the Kigoma Copper Project, some 80km south of the town of Kigoma on the shores of Lake
Tanganyika in western Tanzania. The Kigoma Copper Project is characterised by robust and advanced artisanal
mining of oxide copper across a wide area. The company has divided the exploration targets into two classifications,
an Oxide Copper Project over a localised area where the artisanal miners are active, and a more regional focussed
Sulphide Copper Project which will assess the basis for potential larger scale intrusive activity. Oxide grades of up to
25% Cu and 250g/t Ag have been encountered in the area.
Commencing in the third quarter of the year, the company established an exploration camp at Ilagala and began
geochemical sampling and mapping at and near the several informal mining operations in the area while acquiring
options to explore. The objective of this initial exploration of the copper oxide is to assess the potential to accumulate
sufficient high grade oxide tonnes to warrant an on-site treatment plant and create early cash flow opportunities for
the Company. A low cost RC reconnaissance drill program designed at improving the understanding of the controls
on the copper oxide mineralisation has commenced.
4
DIRECTORS’ REPORT – Continued
While the rapid assessment of the copper oxide potential continues, attention has also shifted to the regional project
and a 200m to 500m deep, magnetic-high target, aligned with several large structures in the area. Current work is
focussed on generating drill targets for next year.
Makete PGE Project, Tanzania (100% equity)
At Makete, where previous drilling has intersected high grade and wide platinum, palladium and gold intercepts of up
to 17.6m at 4.9g/t Pt, Pd & Au including 1.7m at 26.8g/t Pt, Pd and Au, the Company has embarked on a
comprehensive data review. Significant and widespread enrichment of platinum, palladium and gold occurs within the
Makete mafic-ultramafic body.
In view of an emerging shortfall of PGE’s, the company is seeking to enhance value at Makete during the current
financial year.
Specimen Reef Project, Tasmania (earning 65% equity)
The company completed a two hole RC drilling program into co-incident gold, copper and uranium anomalies at the
old Specimen Creek gold mine in north west Tasmania. The program was seeking to confirm the presence of an iron
oxide, copper, gold and uranium (IOCGU) target identified through the re-interpretation of magnetic anomalies. The
holes were found to be predominantly magnetite iron and the project was divested.
Lindi Coal Project, Tanzania (100% equity)
At Lindi, on the south east coast of Tanzania, there are known coal occurrences on the north eastern side of
Namunda-Mputwa plateau. Good quality thermal coal has recently been discovered on an adjoining tenement. The
company will finalise a mapping and regional program during the current financial year.
Significant Changes in State of Affairs
The following significant changes in the state of affairs of the Company occurred during the year:
On 12 April 2013, the Company issued 120,000,000 fully paid ordinary shares on conversion of 1,500,000 Class B
performance shares, relating to performance criteria as part of the Walkabout Pty Ltd acquisition.
The board determined that the acquisition of 70% of the Limpopo project will not happen. As a result on 12 April
2013, the 1,000,000 Class C performance shares were converted into 14 fully paid ordinary shares.
The board also determined that certain tenement applications made before the Botswana Government moratorium
will not be successful. As a result, the deferred issue of 8,850,200 shares, 4,425,100 Class A Options, 2,215,500
Class B Options and 2,215,500 Class C Options will not occur.
A summary of these transactions are as follows:
Shares Issued
Conversion Class B
Conversion Class C
Date
12 April 2013
12 April 2013
No.
120,000,000
14
$
1,500,000
-
Cost
$0.0125
$0.0125
At the date of this report unissued ordinary shares of the company under option are:
Expiry Date
Exercise price
Number of shares
31 October 2013
10 cents
25 November 2013
3.5 cents
30 November 2013
8 cents
6,633,650
5,000,000
9,000,000
20,633,650
5
DIRECTORS’ REPORT – Continued
Significant Events After Balance Date
On 24 July 2013 the company issued 7,462,687 fully paid shares at $0.0067 to the Triprop Group and paid $50,000
in consideration for the second phase of the Farm-In and incorporated Joint Venture agreement. The company has
increased its holding in the Takatokwane South Project from 20% to 40% and has an earn-in right to 65%.
No other matters or circumstances have arisen since the end of the financial year which significantly affected or
could significantly affect the operations of the consolidated entity, the results of those operations, or the state of
affairs of the consolidated entity in future financial years.
Likely Developments and Expected Results
Further information has not been presented in this report as disclosure of information regarding likely developments
in the operations of the consolidated entity in future financial years and the expected results of those operations is
likely to result in unreasonable prejudice to the consolidated entity.
Environmental legislation
The consolidated entity is not subject to any significant environmental legislation.
Indemnification and insurance of Directors and Officers
The Company has agreed to indemnify all the directors of the Company for any liabilities to another person (other
than the Company or related body corporate) that may arise from their position as Directors of the Company and its
controlled entities, except where the liability arises out of conduct involving a lack of good faith.
During the financial year the Company paid a premium in respect of a contract insuring the Directors and officers of
the Company and its controlled entities against any liability incurred in the course of their duties to the extent
permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability
and the amount of the premium.
REMUNERATION REPORT (Audited)
This report, which forms part of the Directors’ Report, outlines the remuneration arrangements in place for the key
management personnel of the Company for the financial year ended 30 June 2013. The information provided in this
remuneration report has been audited as required by Section 308(3C) of the Corporations Act 2001.
The remuneration report details the remuneration arrangements for key management personnel (“KMP”) who are
defined as those persons having authority and responsibility for planning, directing and controlling the major activities
of the Company and its controlled entities, directly or indirectly, including any Director (whether Executive or
otherwise) of the parent company.
Remuneration policy
The remuneration policy of Walkabout has been designed to align Director and Executive objectives with shareholder
and business objectives by providing a fixed remuneration component and potentially, at the Boards discretion, long
term incentives based on key performance areas affecting the consolidated entity’s financial results. The Board of
Walkabout believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best
executives and Directors to run and manage the consolidated entity, as well as create goal congruence between
Directors, Executives and shareholders.
The Board’s policy for determining the nature and amount of remuneration for Board members and senior executives
of the consolidated entity is as follows: the remuneration policy, setting the terms and conditions for the Executive
Directors and other senior executives, was developed by the Board of Directors, and approved by resolution of the
Board. All Executives receive a base salary including superannuation with the possibility of options and performance
incentives. The Board of Directors review executive packages annually by reference to the consolidated entity’s
performance, executive performance and comparable information from industry sectors and other listed companies in
similar industries.
The performance of Executives is assessed annually with each executive and is based predominantly on operational
and exploration activities and shareholders’ value. The Board may, however, exercise its discretion in relation to
approving incentives, bonuses and options, and can award these if they can be reasonably justified. The policy is
6
DIRECTORS’ REPORT – Continued
designed to attract and retain the highest calibre of Executives and reward them for performance that results in long
term growth in shareholder value.
Directors and Executives receive a superannuation guarantee contribution required by the Government, which is
currently 9.25%, and do not receive any other retirement benefits.
All remuneration paid to Directors and executives is valued at the cost to the Company and expensed. Options
attained by Directors and Executives are valued using the Black-Scholes methodology. Options awarded to Directors
require shareholder approval.
The Board policy is to remunerate Non-Executive Directors at market rates for comparable companies for time,
commitment and responsibilities. The Remuneration & Nomination Committee determines payments to the Non-
Executive Directors and reviews their remuneration annually, based on market practice, duties and accountability.
Independent external advice is sought when required. Any changes to the maximum aggregate amount of fees that
can be paid to Non-Executive Directors is subject to approval by shareholders at an Annual General Meeting. Fees
for non-executive directors are not linked to performance of the consolidated entity. However to align Directors’
interests with shareholder interests, the Directors are encouraged to hold shares in the Company and are able to
participate in the employee share option plan.
Performance-based remuneration
The size and activities of the Company preclude any formal performance-based remuneration component other than
at the Directors discretion as has been discussed previously.
Company performance, shareholder wealth and Director and executive remuneration
The remuneration policy has been tailored to increase goal congruence between shareholders, Directors and
Executives. There have been two methods applied in achieving this aim, the first being a fixed market competitive
salary, and the second being the potential issue of options to directors and executives to encourage the alignment of
personal and shareholder interests.
In accordance with best practice corporate governance, the structure of Non-Executive Director and Executive
remuneration is separate and distinct.
Key Management Personnel Remuneration Policy
The remuneration structure for key management personnel is to be based on a number of factors, including length of
service, particular experience of the individual concerned, and overall performance of the Company. The contracts
for service between the Company and key management personnel are on a continuing basis, the terms of which are
not expected to change in the immediate future.
Employment Contracts
Executive
Director
Contract
Commencement
Contract
Termination
Remuneration
Notice period
A Mulligan
7 August 2012
7 August 2015
$250,000
3 months
G Wallace
Continuing
30 June 2014
$189,000
3 months
Termination
entitlement
3 months’ pay in
lieu of notice
3 months’ pay in
lieu of notice
In addition, each Executive Director is entitled to the statutory 9.25% superannuation guarantee.
Table 1 details the nature and amount of remuneration for each Director of Walkabout Resources Ltd. There are no
Executives who aren’t Directors.
7
DIRECTORS’ REPORT - Continued
Remuneration of Key Management Personnel
Table 1: Directors’ remuneration for the years ended 30 June 2013 and 30 June 2012
30 June 2013
Short-term Benefits
Post- employment
Benefits
Other Long-term
Benefits
Share-based Payment
Total
Performance Related
Mr Allan Mulligan2
Mr Geoffrey Wallace
Mr Peter Batten
Mr George Kenway1
Mr Chris Mason3
Salary and fees
Bonuses
Non-cash
benefit
Other
Superannuation
Long-service Leave
Equity
Options
$
246,826
189,000
40,000
60,000
87,500
623,326
$
-
-
-
-
-
-
$
-
-
-
-
-
-
$
-
-
-
-
-
-
$
-
17,010
-
-
7,875
24,885
$
-
-
-
-
-
-
$
-
-
-
-
-
-
$
-
-
-
-
-
-
$
246,826
206,010
40,000
60,000
95,375
648,211
%
-
-
-
-
-
30 June 2012
Short-term Benefits
Post- employment
Benefits
Other Long-term
Benefits
Share-based Payment
Total
Performance Related
Salary and fees
Bonuses
Non-cash
benefit
Other
Superannuation
Long-service Leave
Equity
Options
Mr George Kenway1
Mr Geoffrey Wallace
Mr Chris Mason 3
Mr Peter Batten
Mr Alan Broome
Mr Damian Delaney
Mr Ian Macpherson
(1)
Retired 30 June 2013
(2)
Appointed 7 August 2012
(3)
Resigned 27 July 2012
$
58,333
180,000
229,167
34,559
5,000
36,536
1,529
545,124
$
-
-
-
-
-
-
-
-
$
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$
-
16,200
20,625
-
-
-
-
36,825
8
%
-
-
-
$
-
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
$
58,333
196,200
249,792
34,559
5,000
36,536
1,529
581,949
DIRECTORS’ REPORT - Continued
No options issued as compensation were exercised during the year by Directors and Executives.
No amounts were unpaid on the exercise of options during the year by Directors and Executives.
Table 2: Options granted, exercised or lapsed during the year to Directors and Executives
Name
Number of options granted
at the grant date
$
Number of options exercised
at the exercise date
$
Number of options lapsed
at the date of lapse
$
Mr Allan Mulligan
Mr Geoffrey Wallace
Mr Peter Batten
Nil
Nil
Nil
-
-
-
1,875,000
1,875,000
-
End of Remuneration Report
Directors’ meetings
The number of meetings of directors held during the year and the number of meetings attended by each Director were as
follows:
Number
of meetings
held
Number
eligible to
attend
Number
attended
George Kenway
Alan Mulligan
Peter Batten
Geoffrey Wallace
6
6
6
6
6
5
6
6
6
5
6
6
There were no meetings of the Audit Committee in the financial year.
The Remuneration Committee met once. The following members were in attendance: Mr George Kenway and Mr Peter
Batten.
Proceedings on Behalf of Company
No person has applied for leave of Court to bring proceedings on behalf of the company or intervene in any 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.
Auditor’s independence
Section 307C of the Corporations Act 2001 requires our auditors, HLB Mann Judd, to provide the directors of the
Company with an Independence Declaration in relation to the audit of the annual report. This Independence Declaration is
set out on page 14 and forms part of this Directors’ Report for the year ended 30 June 2013.
9
DIRECTORS’ REPORT - Continued
Non-audit Services
Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are
outlined in Note 4 to the financial statements. The Directors are satisfied that the provision of non-audit services is
compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.
The Directors are of the opinion that the services do not compromise the auditor’s independence as all non-audit services
have been reviewed to ensure that they do not impact the impartiality and objectivity of the auditor and none of the
services undermine the general principles relating to auditor independence as set out in Code of Conduct APES 110
Code of Ethics for Professional Accountants issued by the Accounting Professional & Ethical Standards Board.
Signed in accordance with a resolution of the Board of Directors.
Geoffrey Wallace
Director
27 September 2013
Competent Person – Dr Ian D. Blayden
The information in this report that relates to Coal Resources at Takatokwane is based on information compiled by Dr Ian
D. Blayden of Geological and Management Resources Pty Ltd which provides geological consulting services to Optiro Pty
Ltd. Dr Blayden is a Member of the Australasian Institute of Mining and Metallurgy and has sufficient experience which is
relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking
to qualify as a competent person as defined by the 2004 edition of the “Australasian Code for the Reporting of Exploration
Results, Mineral Resources and Ore Reserves”. Dr Blayden consents to the inclusion in the document of the information
in the form and context in which it appears.
Competent Person – Mr Alan Golding
The information in this report that relates to exploration results at Takatokwane South is based on data compiled by Mr
Alan Golding who is a member of the South African Geological Society, the South African Institute of Engineering
Geologists and a Fellow of the Geological Society of London. Mr Golding has sufficient experience relevant to the style of
mineralisation and the type of deposit under consideration to qualify as a competent person as defined in the 2004 edition
of the Australasian Code for the Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Golding
consents to the inclusion in this announcement of the matters based on his information in the form and context in which
they appear.
Competent Person – Dr Nathan Jombwe
The information in this report that relates to exploration results in Australia and Tanzania is based on data compiled by Dr
Nathan Jombwe who is a member of the Australian Institute of Geoscientists, and who is a full-time employee of the
Company. Dr Jombwe has sufficient experience relevant to the style of mineralisation and the type of deposit under
consideration to qualify as a competent person as defined in the 2004 edition of the Australasian Code for the Reporting
of Exploration Results, Mineral Resources and Ore Reserves. Dr Jombwe consents to the inclusion in this announcement
of the matters based on his information in the form and context in which they appear.
10
CORPORATE GOVERNANCE STATEMENT
The Board of Directors of Walkabout Resources Ltd is responsible for establishing the corporate governance framework
of the Group having regard to the ASX Corporate Governance Council (‘CGC’) published guidelines as well as its
corporate governance principles and recommendations.
The CGC’s published guidelines are as follows:
Principle 1.
Lay solid foundations for management and oversight
Principle 2.
Structure the board to add value
Principle 3.
Promote ethical and responsible decision making
Principle 4.
Safeguard integrity in financial reporting
Principle 5.
Make timely and balanced disclosure
Principle 6.
Respect the rights of shareholders
Principle 7.
Recognise and manage risk
Principle 8.
Remunerate fairly and responsibly
Walkabouts’ corporate governance practices were in place throughout the year ended 30 June 2013 and were fully
compliant with the Council’s best practice recommendations except to the extent outlined below.
Lay Solid Foundations for Management and Oversight
There are no Executives or management other than board members. Upon the appointment of Executives who are not
Directors, relevant policies will be established.
Structure of the Board
The skills, experience and expertise relevant to the position of Director held by each Director in office at the date of the
annual report is included in the Directors’ Report. Directors of Walkabout Resources Ltd are considered to be independent
when they are independent of management and free from any business or other relationship that could materially interfere
with – or could reasonably be perceived to materially interfere with – the exercise of their unfettered and independent
judgment.
In the context of Director independence, 'materiality' is considered from both the Company and individual Director
perspective. The determination of materiality requires consideration of both quantitative and qualitative elements. An item
is presumed to be quantitatively immaterial if it is equal to or less than 5% of the appropriate base amount. It is presumed
to be material (unless there is qualitative evidence to the contrary) if it is equal to or greater than 10% of the appropriate
base amount. Qualitative factors considered include whether a relationship is strategically important, the competitive
landscape, the nature of the relationship and the contractual or other arrangements governing it and other factors that
point to the actual ability of the director in question to shape the direction of the Company’s loyalty.
In accordance with the definition of independence above, and the materiality thresholds set, the following Directors of
Walkabout Resources Ltd are considered to be independent:
At the date of this report:
Name
Position
Mr Peter Batten
Non-Executive Director
There are procedures in place, agreed by the Board, to enable directors in the furtherance of their duties to seek
independent professional advice at the company’s expense.
The term in office held by each director in office at the date of this report is as follows:
Name
Term in Office
Mr Allan Mulligan
Mr Peter Batten
Mr Geoffrey Wallace
13 months
25 months
28 months
11
CORPORATE GOVERNANCE STATEMENT - Continued
Audit Committee
The current Audit Committee have not yet met to establish committee responsibilities. It is anticipated that the Audit
Committee, will operate under a charter approved by the Board. It is the Board’s responsibility to ensure that an effective
internal control framework exists within the entity. This includes internal controls to deal with both the effectiveness and
efficiency of significant business processes, the safeguarding of assets, the maintenance of proper accounting records,
and the reliability of financial information as well as non-financial considerations such as the benchmarking of operational
key performance indicators. The Board has delegated responsibility for establishing and maintaining a framework of
internal control and ethical standards to the Audit Committee.
The Committee will provide the Board with additional assurance regarding the reliability of financial information for
inclusion in the financial reports.
The members of the Audit Committee during the year were:
Mr Peter Batten
Mr Allan Mulligan (appointed 7 August 2012)
Mr Chris Mason (resigned 27 July 2012)
Mr George Kenway (retired 30 June 2013)
There were no meetings during the year.
Risk
The identification and effective management of risk is viewed as an essential part of the Company’s approach to creating
long-term shareholder value.
The Board determines the Company’s risk profile and is responsible for overseeing and approving risk management
strategy and policies, internal compliance and internal control. The Board has taken the view that it is crucial for all Board
members to be a part of this process and as such has not established a separate risk management committee.
The tasks of undertaking and assessing risk management and internal control effectiveness are delegated to
management, including responsibility for the day to day design and implementation of the Company’s risk management
and internal control system.
Nomination and Remuneration
It is the Company’s objective to provide maximum stakeholder benefit from the retention of a high quality Board and
executive team by remunerating directors and key executives fairly and appropriately with reference to relevant
employment market conditions.
The expected outcomes of the remuneration structure are:
Retention and motivation of key executives;
Attraction of high quality management to the Company; and
Performance incentives that allow Executives to share the success of Walkabout Resources Limited.
For a full discussion of the Company’s remuneration philosophy and framework and the remuneration received by
directors and executives in the current period please refer to the remuneration report, which is contained within the
Directors’ Report.
There is no scheme to provide retirement benefits, other than statutory superannuation, to Non-Executive Directors.
The Board is responsible for determining and reviewing compensation arrangements for the directors themselves and the
chief executive officer and executive team. The Board has established a joint Nomination and Remuneration Committee,
comprising two Non-Executive Directors.
Members of the committee throughout the year were:
Mr Peter Batten
Mr Allan Mulligan (appointed)
Mr Chris Mason (resigned 27 July 2012)
Mr George Kenway (resigned 30 June 2013)
There was one meeting during the year attended by Messrs. Kenway and Batten.
12
CORPORATE GOVERNANCE STATEMENT - Continued
Diversity
The Company has a diversity policy suitable for its operations size and the industry it operates in. It strongly believes that
the promotion of diversity on its Board, senior executives and within the organisation adds to the strength of the Company.
The Company recognises the value contributed by employing people with varying skills, cultural backgrounds, ethnicity
and experience and believes its diverse workforce is a key to its continued growth, improved productivity and
performance.
The Company values and embraces the diversity of its employees and are committed to creating an inclusive workplace
where everyone is treated equally and fairly and where discrimination, harassment and inequity are not tolerated. The
Company is committed to fostering diversity at all levels.
Other Information
The Company’s corporate governance practices and policies are publicly available at the Company’s registered office.
The policies have also been posted on the Company’s website, www.wkt.com.au.
13
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the consolidated financial report of Walkabout Resources
Limited (formerly Nimrodel Resources Limited) for the year ended 30 June 2013, I declare
that to the best of my knowledge and belief, there have been no contraventions of:
a) the auditor independence requirements of the Corporations Act 2001 in relation to
the audit; and
b) any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Walkabout Resources Limited and the entities it controlled
during the year.
Perth, Western Australia
27 September 2013
N G Neill
Partner
HLB Mann Judd (WA Partnership) ABN 22 193 232 714
Level 4, 130 Stirling Street Perth WA 6000. PO Box 8124 Perth BC 6849 Telephone +61 (08) 9227 7500. Fax +61 (08) 9227 7533.
Email: hlb@hlbwa.com.au. Website: http://www.hlb.com.au
Liability limited by a scheme approved under Professional Standards Legislation
HLB Mann Judd (WA Partnership) is a member of
International, a worldwide organisation of accounting firms and business advisers.
14
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2013
Revenue from continuing operations
2
96,651
81,203
Note
Consolidated
2013
$
2012
$
Depreciation and amortisation expense
Occupancy costs
Legal and compliance fees
Administration expenses
Consulting fees
Professional fees
Other expenses
Exploration costs written off
Write off non-current assets
Loss on sale of assets
Foreign exchange loss
Loss before income tax
Income tax expense
(23,913)
(119,768)
(100,261)
(347,367)
(232,663)
(75,458)
(78,543)
(369,065)
-
-
(19,103)
(8,609)
(55,169)
(148,788)
(546,777)
(336,169)
(83,365)
(132,676)
(454,717)
(2,944)
(34,945)
(100,768)
(1,269,490)
(1,823,724)
3
-
-
Net loss from continuing operations
(1,269,490)
(1,823,724)
Loss for the year
(1,269,490)
(1,823,724)
Other comprehensive income
Exchange differences on translation of foreign operations
Other comprehensive income for the year, net of tax
7,409
7,409
(167)
(167)
Total comprehensive loss for the year
(1,262,081)
(1,823,891)
Earnings Per Share
Basic and diluted loss per share (cents per share)
5
(0.2)
(0.5)
The accompanying notes form part of these financial statements.
15
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2013
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Trade and other receivables
Plant and equipment
Deferred exploration expenditure
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Provisions
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
Note
Consolidated
2013
$
2012
$
6
7
7
8
9
10
11
12
1,765,075
4,154,226
167,884
187,586
1,932,959
4,341,812
35,742
93,888
11,364,276
11,493,906
97,753
65,726
8,649,237
8,812,716
13,426,865
13,154,528
253,083
28,753
281,836
281,836
205,885
41,533
247,418
247,418
13,145,029
12,907,110
46,147,459
44,647,459
218,977
211,568
(33,221,407)
(31,951,917)
13,145,029
12,907,110
The accompanying notes form part of these financial statements.
16
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR YEAR ENDED 30 JUNE 2013
Consolidated
Issued Capital Accumulated
Options
Losses
Reserve
Total
Foreign
Currency
Translation
Reserve
$
$
$
$
$
Balance as at 1 July 2012
44,647,459
(31,951,917)
211,620
(52) 12,907,110
Net loss for the year
Exchange differences arising on
translation of foreign operations
Total comprehensive loss for the
year
-
-
-
(1,269,490)
-
(1,269,490)
Shares issued during the year
1,500,000
-
-
-
-
-
-
(1,269,490)
7,409
7,409
7,409
(1,262,081)
-
1,500,000
Balance as at 30 June 2013
46,147,459
(33,221,407)
211,620
7,357 13,145,029
Balance as at 1 July 2011
35,012,384
(32,809,543)
2,818,875
115
5,021,831
Net loss for the year
Exchange differences arising on
translation of foreign operations
Total comprehensive loss for the
year
Shares issued during the year
Transaction costs
Recognition of share based payment
FX recognised on deconsolidation
-
-
-
(1,823,724)
-
(1,823,724)
-
-
-
-
-
74,095
-
(1,823,724)
(167)
(167)
(167)
(1,823,891)
- 10,094,144
-
-
-
(459,069)
74,095
-
10,094,144
(459,069)
-
-
-
-
-
2,681,350
(2,681,350)
Balance as at 30 June 2012
44,647,459
(31,951,917)
211,620
(52) 12,907,110
The accompanying notes form part of these financial statements.
17
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees
Interest received
Net cash used in operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Exploration and evaluation expenditure
Purchase of property, plant and equipment
Payments for security bonds
Refund of security bonds
Note
Consolidated
2013
$
2012
$
(949,658)
96,531
(1,306,441)
81,203
14
(853,127)
(1,225,238)
(1,502,215)
(2,524,368)
(52,494)
-
20,000
(77,085)
(152,753)
-
Net cash used in investing activities
(1,534,709)
(2,754,206)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Payments relating to capital raising
Net cash provided by financing activities
Net (decrease) / increase in cash held
Cash at beginning of financial year
Effect of deconsolidation of former subsidiary
Effect of foreign currency on cash balances
Cash at end of financial year
-
-
-
(2,387,836)
4,154,226
-
(1,315)
1,765,075
7,093,644
(385,871)
6,707,773
2,728,329
1,426,091
-
(194)
4,154,226
6
6
The accompanying notes form part of these financial statements.
18
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
(a)
Basis of Preparation
These financial statements are general purpose financial statements, which have been prepared in
accordance with the requirements of the Corporations Act 2001, Accounting Standards and Interpretations
and comply with other requirements of the law.
The accounting policies detailed below have been consistently applied to all of the years presented unless
otherwise stated. The financial statements are for the consolidated entity consisting of Walkabout Resources
Ltd and its subsidiaries.
The financial report has also been prepared on a historical cost basis, except for available-for-sale
investments, which have been measured at fair value. Cost is based on the fair values of the consideration
given in exchange for assets.
The financial statements are presented in Australian dollars.
The Company is a listed public company, incorporated in Australia and operating in Australia, Botswana,
Tanzania and Malawi. The entity’s principal activities are mineral exploration.
(b)
Adoption of new and revised standards
Changes in accounting policies on initial application of Accounting Standards
In the year ended 30 June 2013, the Directors have reviewed all of the new and revised Standards and
Interpretations issued by the AASB that are relevant to Walkabout Resources Ltd’s operations and effective
for the current annual reporting period.
Standards and interpretations affecting the reported results or financial position
There are no new and revised Standards and Interpretations adopted in these financial statements affecting
the reported results or financial position.
Standards and interpretations adopted with no effect on the financial statements
It has been determined by the Directors’ that there is no impact, material or otherwise of the new and revised
standards and interpretation on its business and, therefore, no change is necessary to Group accounting
policies.
Standards and Interpretations in issue not yet adopted
The Directors also reviewed all new Standards and Interpretations that have been issued but are not yet
effective for the year ended 30 June 2013. As a result of this review the Directors have determined that there
is no impact, material or otherwise, of the new and revised Standards and Interpretations on Walkabout
Resources Ltd’s business and, therefore, no change necessary to Group accounting policies.
(c)
(d)
Statement of Compliance
The financial report was authorised for issue on 27 September 2013.
The financial report complies with Australian Accounting Standards, which include Australian equivalents to
International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report,
comprising the financial statements and notes thereto, complies with International Financial Reporting
Standards (IFRS).
Basis of Consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Walkabout
Resources Ltd (‘the Company or parent entity’) as at 30 June 2013 and the results of all subsidiaries for the
year then ended. Walkabout Resources Ltd and its subsidiaries are referred to in this financial report as the
Group or the consolidated entity.
The financial statements of the subsidiaries are prepared for the same reporting period as the parent entity,
using consistent accounting policies.
19
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
(d)
(e)
(f)
Basis of Consolidation - continued
In preparing the consolidated financial statements, all intercompany balances and transactions, income and
expenses and profit and losses resulting from intra-group transactions have been eliminated in full.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group and cease to be
consolidated from the date on which control is transferred out of the Group. Control exists where the company
has the power to govern the financial and operating policies of an entity so as to obtain benefits from its
activities. The existence and effect of potential voting rights that are currently exercisable or convertible are
considered when assessing when the Group controls another entity.
Business combinations have been accounted for using the acquisition method of accounting.
Unrealised gains or transactions between the Group and its associates are eliminated to the extent of the
Group’s interests in the associates. Unrealised losses are also eliminated unless the transaction provides
evidence of an impairment of the asset transferred. Accounting policies of associates have been changed
where necessary to ensure consistency with the policies adopted by the Group.
Non-controlling interests represent the portion of profit or loss and net assets in subsidiaries not held by the
Group and are presented separately in the statement of comprehensive income and within equity in the
consolidated statement of financial position. Losses are attributed to the non-controlling interests even if that
results in a deficit balance.
The group treats transactions with non-controlling interests that do not result in a loss of control as
transactions with equity owners of the Group. A change in ownership interest results in an adjustment
between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in
the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any
consideration paid or received is recognised within equity attributable to owners of Walkabout Resources
Limited.
When the group ceases to have control, joint control or significant influence, any retained interest in the entity
is remeasured to its fair value with the change in carrying amount recognised in profit or loss. The fair value is
the initial carrying amount for the purposes of subsequently accounting for the retained interest as an
associate, joint controlled entity or financial asset. In addition, any amounts previously recognised in other
comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the
related assets or liabilities. This may mean that amounts previously recognised in other comprehensive
income are reclassified to profit or loss.
Critical accounting judgements and key sources of estimation uncertainty
The application of accounting policies requires the use of judgements, estimates and assumptions about
carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and
associated assumptions are based on historical experience and other factors that are considered to be
relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognised in the
period in which the estimate is revised if it affects only that period or in the period of the revision and future
periods if the revision affects both current and future periods.
Share-based payment transactions:
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of
the equity instruments at the date at which they are granted. The fair value is determined by an external valuer
using a Black and Scholes model, using the assumptions detailed in Note 19.
Going Concern
In the year ended 30 June 2013, the Group recorded a net loss of $1,262,081 (2012: $1,823,891) and a net
cash outflow of $2,387,836 (2012: inflow $2,728,329). At 30 June 2013, the Group had cash available of
$1,765,075 and exploration commitments of $1,665,860.
The financial report has been prepared on the basis of accounting principles applicable to a going concern,
which assumes the commercial realisation of the future potential of the Company’s and Group’s assets and
the discharge of their liabilities in the normal course of business. The Board considers that the Company is a
going concern and recognises that additional funding may be required to ensure that the Company can
continue to develop their mineral exploration and evaluation assets during the twelve month period from the
date of this financial report.
Should additional funding be unable to be obtained, the Directors are confident that the Company can remain
a going concern by the further reduction of various operating expenditure or deferral of exploration.
20
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
(g)
(h)
Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker. The chief operating decision maker, who is responsible for allocating resources
and assessing performance of the operating segments, has been identified as the Board of Directors of
Walkabout Resources Ltd.
Foreign Currency Translation
Both the functional and presentation currency of Walkabout Resources Ltd and its Australian subsidiaries is
Australian dollars. Each entity in the Group determines its own functional currency and items included in the
financial statements of each entity are measured using that functional currency.
Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange
rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies
are retranslated at the rate of exchange ruling at the balance date.
All exchange differences in the consolidated financial report are taken to the statement of comprehensive
income.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rate as at the date of the initial transaction.
Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at
the date when the fair value was determined. Translation differences on assets and liabilities carried at fair
value are reported as part of the fair value gain or loss.
The functional currency of the foreign operations in Botswana, Tanzania and Malawi is Pula, Schillings and
Kwacha respectively.
As at the balance date the assets and liabilities of these subsidiaries are translated into the presentation
currency of Walkabout Resources Ltd at the rate of exchange ruling at the balance date and their statements
of comprehensive income are translated at the weighted average exchange rate for the year.
The exchange differences arising on the translation are taken directly to a separate component of equity,
being recognised in the foreign currency translation reserve.
On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating to that particular
foreign operation is recognised in profit or loss
(i)
Revenue Recognition
Interest income
Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the
financial asset.
(j)
(k)
Leases
Operating lease payments are recognised as an expense on a straight line basis over the lease term, except
where another systematic basis is more representative of the time pattern in which economic benefits from the
leased asset are consumed.
Income Tax
The income tax expense or benefit for the period is the tax payable on the current period’s taxable income
based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and
liabilities attributable to temporary difference and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at
the end of the reporting period in the countries where the company’s subsidiaries and associates operate and
generate taxable income. Management periodically evaluates positions taken in tax returns with respect to
situations in which applicable tax regulation is subject to interpretation. It establishes provisions where
appropriate on the basis of amounts expected to be paid to the tax authorities.
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be
recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are
those that are enacted or substantively enacted by the balance date.
Deferred income tax is provided on all temporary differences at the balance date between the tax bases of
assets and liabilities and their carrying amounts for financial reporting purposes.
21
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
(k)
Income Tax - continued
Deferred income tax liabilities are recognised for all taxable temporary differences except:
when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability
in a transaction that is not a business combination and that, at the time of the transaction, affects neither
the accounting profit nor taxable profit or loss; or
when the taxable temporary difference is associated with investments in subsidiaries, associates or
interests in joint ventures, and the timing of the reversal of the temporary difference can be controlled and
it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused
tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against
which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses
can be utilised, except:
when the deferred income tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time of
the transaction, affects neither the accounting profit nor taxable profit or loss; or
when the deductible temporary difference is associated with investments in subsidiaries, associates or
interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is
probable that the temporary difference will reverse in the foreseeable future and taxable profit will be
available against which the temporary difference can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to the
extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the
deferred income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the
extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year
when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted
or substantively enacted at the balance date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off
current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same
taxable entity and the same taxation authority.
(l)
Other taxes
Revenues, expenses and assets are recognised net of the amount of GST except:
when the GST incurred on a purchase of goods and services is not recoverable from the taxation
authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of
the expense item as applicable; and
receivables and payables, which are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of
receivables or payables in the statement of financial position.
Cash flows are included in the statement of cash flows on a gross basis and the GST component of cash flows
arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority,
are classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the
taxation authority.
(m)
Impairment of assets
The Group assesses at each balance date whether there is an indication that an asset may be impaired. If any
such indication exists, or when annual impairment testing for an asset is required, the Group makes an
estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less
costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate
cash inflows that are largely independent of those from other assets or groups of assets and the asset's value
in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part
22
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
(m)
(n)
(o)
(p)
Impairment of assets - continued
of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit
exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down
to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the
asset. Impairment losses relating to continuing operations are recognised in those expense categories
consistent with the function of the impaired asset unless the asset is carried at revalued amount (in which case
the impairment loss is treated as a revaluation decrease).
An assessment is also made at each balance date as to whether there is any indication that previously
recognised impairment losses may no longer exist or may have decreased. If such indication exists, the
recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a
change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was
recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That
increased amount cannot exceed the carrying amount that would have been determined, net of depreciation,
had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or
loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation
increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s
revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.
Cash and cash equivalents
Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments that are
readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in
value. Bank overdrafts are shown within borrowings in current liabilities in the statement of financial position.
For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash
equivalents as defined above, net of outstanding bank overdrafts.
Trade and other receivables
Trade receivables are measured on initial recognition at fair value and are subsequently measured at
amortised cost using the effective interest rate method, less any allowance for impairment.
Impairment of trade receivables is continually reviewed and those that are considered to be uncollectible are
written off by reducing the carrying amount directly. An allowance account is used when there is objective
evidence that the Group will not be able to collect all amounts due according to the original contractual terms.
Factors considered by the Group in making this determination include known significant financial difficulties of
the debtor, review of financial information and significant delinquency in making contractual payments to the
Group. The impairment allowance is set equal to the difference between the carrying amount of the receivable
and the present value of estimated future cash flows, discounted at the original effective interest rate. Where
receivables are short-term discounting is not applied in determining the allowance.
The amount of the impairment loss is recognised in the Statement of Comprehensive Income within other
expenses. When a trade receivable for which an impairment allowance had been recognised becomes
uncollectible in a subsequent period, it is written off against the allowance account. Subsequent recoveries of
amounts previously written off are credited against other expenses in the statement of comprehensive income.
Financial assets
Financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement are
classified as either financial assets at fair value through statement of comprehensive income, loans and
receivables, held-to-maturity investments, or available-for-sale investments, as appropriate. When financial
assets are recognised initially, they are measured at fair value, plus, in the case of investments not at fair
value through profit or loss, directly attributable transaction costs. The Group determines the classification of
its financial assets after initial recognition and, when allowed and appropriate, re-evaluates this designation at
each financial year-end. All regular way purchases and sales of financial assets are recognised on the trade
date i.e. the date that the Group commits to purchase the asset. Regular way purchases or sales are
purchases or sales of financial assets under contracts that require delivery of the assets within the period
established generally by regulation or convention in the marketplace.
(i) Financial assets at fair value through profit or loss
Financial assets classified as held for trading are included in the category ‘financial assets at fair value through
profit or loss’. Financial assets are classified as held for trading if they are acquired for the purpose of selling in
the near term. Derivatives are also classified as held for trading unless they are designated as effective
hedging instruments. Gains or losses on investments held for trading are recognised in profit or loss.
23
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
(p)
Financial assets - continued
(ii) Held-to-maturity investments
Non-derivative financial assets with fixed or determinable payments and fixed maturity are classified as held-
to-maturity when the Group has the positive intention and ability to hold to maturity. Investments intended to
be held for an undefined period are not included in this classification. Investments that are intended to be held-
to-maturity, such as bonds, are subsequently measured at amortised cost. This cost is computed as the
amount initially recognised minus principal repayments, plus or minus the cumulative amortisation using the
effective interest method of any difference between the initially recognised amount and the maturity amount.
This calculation includes all fees and points paid or received between parties to the contract that are an
integral part of the effective interest rate, transaction costs and all other premiums and discounts. For
investments carried at amortised cost, gains and losses are recognised in profit or loss when the investments
are derecognised or impaired, as well as through the amortisation process.
(iii) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. Such assets are carried at amortised cost using the effective interest method.
Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or
impaired, as well as through the amortisation process.
(iv) Available-for-sale investments
Available-for-sale investments are those non-derivative financial assets that are designated as available-for-
sale or are not classified as any of the three preceding categories. After initial recognition available-for sale
investments are measured at fair value with gains or losses being recognised as a separate component of
equity until the investment is derecognised or until the investment is determined to be impaired, at which time
the cumulative gain or loss previously reported in equity is recognised in profit or loss.
The fair value of investments that are actively traded in organised financial markets is determined by reference
to quoted market bid prices at the close of business on the balance date. For investments with no active
market, fair value is determined using valuation techniques. Such techniques include using recent arm’s
length market transactions; reference to the current market value of another instrument that is substantially the
same; discounted cash flow analysis and option pricing models.
(q)
Derecognition of financial assets and financial liabilities
(i) Financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets)
is derecognised when:
the rights to receive cash flows from the asset have expired;
the Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay
them in full without material delay to a third party under a ‘pass-through’ arrangement; or
the Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay
them in full without material delay to a third party under a ‘pass-through’ arrangement; or
the Group has transferred its rights to receive cash flows from the asset and either:
has transferred substantially all the risks and rewards of the asset, or
has neither transferred nor retained substantially all the risks and rewards of the asset, but
has transferred control of the asset.
(a)
(b)
When the Group has transferred its rights to receive cash flows from an asset and has neither transferred nor
retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is
recognised to the extent of the Group’s continuing involvement in the asset. Continuing involvement that takes
the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of
the asset and the maximum amount of consideration received that the Group could be required to repay.
When continuing involvement takes the form of a written and/or purchased option (including a cash-settled
option or similar provision) on the transferred asset, the extent of the Group’s continuing involvement is the
amount of the transferred asset that the Group may repurchase, except that in the case of a written put option
(including a cash-settled option or similar provision) on an asset measured at fair value, the extent of the
Group’s continuing involvement is limited to the lower of the fair value of the transferred asset and the option
exercise price.
(ii) Financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different
terms, or the terms of an existing liability are substantially modified, such an exchange or modification is
treated as a de recognition of the original liability and the recognition of a new liability, and the difference in
the respective carrying amounts is recognised in profit or loss.
24
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
(r)
Impairment of financial assets
The Group assesses at each balance date whether a financial asset or group of financial assets is impaired.
(i) Financial assets carried at amortised cost
If there is objective evidence that an impairment loss on loans and receivables carried at amortised cost has
been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and
the present value of estimated future cash flows (excluding future credit losses that have not been incurred)
discounted at the financial asset’s original effective interest rate (i.e. the effective interest rate computed at
initial recognition). The carrying amount of the asset is reduced either directly or through use of an allowance
account. The amount of the loss is recognised in profit or loss.
The Group first assesses whether objective evidence of impairment exists individually for financial assets that
are individually significant, and individually or collectively for financial assets that are not individually
significant. If it is determined that no objective evidence of impairment exists for an individually assessed
financial asset, whether significant or not, the asset is included in a group of financial assets with similar credit
risk characteristics and that group of financial assets is collectively assessed for impairment. Assets that are
individually assessed for impairment and for which an impairment loss is or continues to be recognised are
not included in a collective assessment of impairment.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related
objectively to an event occurring after the impairment was recognised, the previously recognised impairment
loss is reversed. Any subsequent reversal of an impairment loss is recognised in profit or loss, to the extent
that the carrying value of the asset does not exceed its amortised cost at the reversal date.
(ii) Financial assets carried at cost
If there is objective evidence that an impairment loss has been incurred on an unquoted equity instrument that
is not carried at fair value (because its fair value cannot be reliably measured), or on a derivative asset that is
linked to and must be settled by delivery of such an unquoted equity instrument, the amount of the loss is
measured as the difference between the asset’s carrying amount and the present value of estimated future
cash flows, discounted at the current market rate of return for a similar financial asset.
(iii) Available-for-sale investments
If there is objective evidence that an available-for-sale investment is impaired, an amount comprising the
difference between its cost (net of any principal repayment and amortisation) and its current fair value,
less any impairment loss previously recognised in profit or loss, is transferred from equity to the statement of
comprehensive income. Reversals of impairment losses for equity instruments classified as available-for-sale
are not recognised in profit. Reversals of impairment losses for debt instruments are reversed through profit or
loss if the increase in an instrument's fair value can be objectively related to an event occurring after the
impairment loss was recognised in profit or loss.
(s)
Plant and equipment
Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses.
Depreciation is calculated on a diminishing value basis over the estimated useful life of the assets at the
following rates:
Plant and equipment – 20%
Computer equipment – 30%
Motor Vehicles – 33.3%
Furniture and Fittings – 22.2%
The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate,
at each financial year end.
(i) Impairment
The carrying values of plant and equipment are reviewed for impairment at each balance date, with
recoverable amount being estimated when events or changes in circumstances indicate that the carrying
value may be impaired.
The recoverable amount of plant and equipment is the higher of fair value less costs to sell and value in use.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-
tax discount rate that reflects current market assessments of the time value of money and the risks specific to
the asset.
25
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
(s)
(t)
(u)
Plant and equipment - continued
For an asset that does not generate largely independent cash inflows, recoverable amount is determined for
the cash-generating unit to which the asset belongs, unless the asset's value in use can be estimated to be
close to its fair value.
Impairment exists when the carrying value of an asset or cash-generating units exceeds its estimated
recoverable amount. The asset or cash-generating unit is then written down to its recoverable amount.
For plant and equipment, impairment losses are recognised in the statement of comprehensive income in the
cost of sales line item. However, because land and buildings are measured at revalued amounts, impairment
losses on land and buildings are treated as a revaluation decrement.
(ii) Derecognition and disposal
An item of property, plant and equipment is derecognised upon disposal or when no further future economic
benefits are expected from its use or disposal.
Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal
proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset is
derecognised.
Trade and other payables
Trade payables and other payables are carried at amortised cost and represent liabilities for goods and
services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group
becomes obliged to make future payments in respect of the purchase of these goods and services. Trade and
other payables are presented as current liabilities unless payment is not due within 12 months.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not recognised
for future operating losses.
When the Group expects some or all of a provision to be reimbursed, for example under an insurance
contract, the reimbursement is recognised as a separate assets but only when the reimbursement is virtually
certain. The expense relating to any provision is presented in the statement of comprehensive income net of
any reimbursement.
Provisions are measured at the present value or management’s best estimate of the expenditure required to
settle the present obligation at the end of the reporting period.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that
reflects the risks specific to the liability.
When discounting is used, the increase in the provision due to the passage of time is recognised as a
borrowing cost.
(v)
Employee leave benefits
(ii) Wages, salaries, annual leave and sick leave
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave
expected to be settled within 12 months of the balance date are recognised in other payables in respect of
employees’ services up to the balance date, they are measured at the amounts expected to be paid when the
liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and
are measured at the rates paid or payable.
(iii) Long service leave
The liability for long service leave is recognised in the provision for employee benefits and measured as the
present value of expected future payments to be made in respect of services provided by employees up to the
balance date. Consideration is given to expect future wage and salary levels, experience of employee
departures, and period of service. Expected future payments are discounted using market yields at the
balance date on national government bonds with terms to maturity and currencies that match, as closely as
possible, the estimated future cash outflows.
(w)
Share-based payment transactions
Equity settled transactions:
The Group provides benefits to employees (including senior executives) of the Group in the form of share-
based payments, whereby employees render services in exchange for shares or rights over shares (equity-
settled transactions).
26
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
(w)
Share-based payment transactions - continued
The cost of these equity-settled transactions with employees is measured by reference to the fair value of the
equity instruments at the date at which they are granted. The fair value is determined by using a Black-
Scholes model, further details of which are given in Note 19.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than
conditions linked to the price of the shares of Walkabout Resources Ltd (market conditions) if applicable.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over
the period in which the performance and/or service conditions are fulfilled, ending on the date on which the
relevant employees become fully entitled to the award (the vesting period).
The cumulative expense recognised for equity-settled transactions at each balance date until vesting date
reflects (i) the extent to which the vesting period has expired and (ii) the Group’s best estimate of the number
of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance
conditions being met as the effect of these conditions is included in the determination of fair value at grant
date. The statement of comprehensive income charge or credit for a period represents the movement in
cumulative expense recognised as at the beginning and end of that period. The dilutive effect, if any, of
outstanding options is reflected as additional share dilution in the computation of earnings per share (see Note
5).
Issued capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or
options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly
attributable to the issue of new shares or options for the acquisition of a new business are not included in the
cost of acquisition as part of the purchase consideration.
Earnings per share
Basic earnings per share is calculated as net profit or loss attributable to members of the parent, adjusted to
exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the
weighted average number of ordinary shares, adjusted for any bonus element.
Diluted earnings per share are calculated as net profit or loss attributable to members of the parent, adjusted
for:
costs of servicing equity (other than dividends) and preference share dividends;
the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have
been recognised as expenses; and
other non-discretionary changes in revenues or expenses during the period that would result from the
dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and
dilutive potential ordinary shares, adjusted for any bonus element.
(x)
(y)
(z)
Exploration and evaluation
Exploration and evaluation expenditures in relation to each separate area of interest are recognised as an
exploration and evaluation asset in the year in which they are incurred where the following conditions are
satisfied:
(i) the rights to tenure of the area of interest are current; and
(ii) at least one of the following conditions is also met:
(a) the exploration and evaluation expenditures are expected to be recouped through successful
development and exploration of the area of interest, or alternatively, by its sale; or
(b) exploration and evaluation activities in the area of interest have not at the balance date reached a
stage which permits a reasonable assessment of the existence or otherwise of economically
recoverable reserves, and active and significant operations in, or in relation to, the area of interest
are continuing.
Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore,
studies, exploratory drilling, trenching and sampling and associated activities and an allocation of depreciation
and amortised of assets used in exploration and evaluation activities. General and administrative costs are
only included in the measurement of exploration and evaluation costs where they are related directly to
operational activities in a particular area of interest.
27
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
(z)
(aa)
Exploration and evaluation - continued
Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that
the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The
recoverable amount of the exploration and evaluation asset (for the cash generating unit(s) to which it has
been allocated being no larger than the relevant area of interest) is estimated to determine the extent of the
impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is
increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying
amount does not exceed the carrying amount that would have been determined had no impairment loss been
recognised for the asset in previous years.
Where a decision has been made to proceed with development in respect of a particular area of interest, the
relevant exploration and evaluation asset is tested for impairment and the balance is then reclassified to
development.
Parent entity financial information
The financial information for the parent entity, Walkabout Resources Ltd, disclosed in note 16 has been
prepared on the same basis as the consolidated financial statements, except as set out below.
(i) Investments in subsidiaries, associates and joint venture entities
Investments in subsidiaries, associates and joint venture entities are accounted for at cost in the financial
statements of Walkabout Resources Limited. Dividends received from associates are recognised in the
parent entity’s profit or loss, rather than being deducted from the carrying amount of these investments.
(ii) Share-based payments
The grant by the company of options over its equity instruments to the employees of subsidiary undertakings
in the group is treated as a capital contribution to that subsidiary undertaking. The fair value of employee
services received, measured by reference to the grant date fair value, is recognised over the vesting period as
an increase to investment in subsidiary undertakings, with a corresponding credit to equity.
28
NOTE 2: REVENUE
Interest received
Total Revenue
Expenses
Foreign exchange losses
Depreciation
Exploration costs written off
NOTE 3: INCOME TAX EXPENSE
a. The components of income tax expense comprise:
The prima facie income tax expense on pre-tax accounting profit from
operations reconciles to the income tax expense in the financial
statements as follows:
Accounting profit before tax from continuing operations
Income tax expense / (benefit) calculated at 30%
Non-deductible expenses
Difference in tax rate of subsidiaries operating in other jurisdictions
Deferred tax assets and tax liabilities not recognised
Income tax expense reported in the consolidated statement of
comprehensive income
b. Unrecognised deferred tax balances
The following deferred tax assets and (liabilities) have not been
brought to account:
Deferred tax assets compromise:
Losses available for offset against future taxable income –
Losses available for offset against future taxable income – capital
Depreciation timing differences
Share issue expenses
Accrued expenses and liabilities
Exploration expenditure capitalised
c. Income tax benefit not recognised direct in equity
Share issue costs
Consolidated
2013
$
2012
$
96,651
96,651
19,103
23,913
369,065
81,203
81,203
100,768
8,609
454,717
(1,269,490)
(1,823,891)
(380,847)
(547,167)
76,021
5,642
299,184
4,126
10,045
532,996
-
-
4,164,195
212,295
3,086
118,034
16,725
(1,000,189)
3,514,146
3,161,784
210,804
4,157
176,177
21,545
(328,179)
3,246,288
-
-
(137,721)
(137,721)
29
NOTE: 4: AUDITORS REMUNERATION
Remuneration of the auditor for:
Auditing or reviewing the financial report – HLB Mann Judd
Taxation compliance services – HLB Mann Judd
NOTE 5: EARNINGS PER SHARE
Reconciliation of earnings to profit or loss
Loss used to calculate basic and dilutive EPS
Consolidated
2013
$
2012
$
40,425
6,250
46,675
39,590
4,600
44,190
(1,269,490)
(1,823,724)
No.
No.
Weighted average number of ordinary shares outstanding
during the year used in calculating basic EPS
566,150,744
378,165,889
Loss per share
As at 30 June 2013 the entity has recorded a loss. Therefore, potential ordinary shares on issue in relation to options
are not diluted and no information on diluted loss per share is presented.
(0.5) cents
(0.2) cents
NOTE 6: CASH AND CASH EQUIVALENTS
Cash at bank and in hand
NOTE: 7: TRADE AND OTHER RECEIVABLES
CURRENT
Other debtors
1,765,075
4,154,226
167,884
187,586
Other debtors include $110,000 deposit held with the NAB as security over credit card balances and foreign exchange
fluctuations. The deposit expires in October 2013.
NON-CURRENT
Other debtors
35,742
97,753
30
NOTE 8: PLANT AND EQUIPMENT
PLANT AND EQUIPMENT
At cost
Accumulated depreciation
TOTAL PLANT AND EQUIPMENT
a. Movements in Carrying Amounts
Consolidated
2013
$
2012
$
126,037
(32,149)
93,888
73,902
(8,176)
65,726
Movement in the carrying amounts for each class of plant and equipment between the beginning and the end of
the current financial year.
Balance at 30 June 2012
Additions
Disposals
Depreciation expense
Foreign currency translation effect
Balance at 30 June 2013
NOTE 9: DEFERRED EXPLORATION EXPENDITURE
NON-CURRENT
Costs carried forward in respect of:
Exploration and evaluation phase – at cost
Balance at beginning of year
Disposal of tenements
Purchase of tenements
Expenditure incurred
Expenditure written off
Carrying amount at end of year
Consolidated
2013
$
$
2012
$
$
65,726
52,494
-
(23,913)
(419)
93,888
34,945
77,085
(37,889)
(8,609)
194
65,726
Consolidated
2013
$
2012
$
8,649,237
-
1,500,000
1,584,104
(369,065)
11,364,276
3,310,286
(22,309)
3,531,748
2,258,383
(428,871)
8,649,237
Ultimate recovery of exploration and evaluation expenditure carried forward is dependent upon the recoupment of
costs through successful development and commercial exploitation, or alternatively, by sale of the respective areas.
31
NOTE 10: TRADE AND OTHER PAYABLES
CURRENT
Trade payables
Sundry payables and accrued expenses
NOTE 11: ISSUED CAPITAL
Consolidated
2013
$
2012
$
154,426
98,657
253,083
141,565
64,320
205,885
Consolidated
2013
$
2012
$
a) Ordinary Shares
(i) Issued and paid-up capital 666,815,802
(2012: 546,815,788) fully paid ordinary shares
46,147,459
44,647,459
2013
$
No. of
Shares
2012
$
No. of
Shares
(ii) Movements in issued capital
Opening balance
Issued for cash
546,815,788
44,647,459 227,963,121
35,012,384
-
- 205,006,687
7,010,174
Issued for tenement acquisition
120,000,014
1,500,000 109,870,980
2,925,500
Issued for option exercise
Issued for payment for services
Less costs of issues
Closing balance
-
-
-
-
2,475,000
1,500,000
83,470
75,000
666,815,802
46,147,459 546,815,788
45,106,528
-
-
-
(459,069)
666,815,802
46,147,459 546,815,788
44,647,459
(iii) Holders of ordinary shares have the right to receive dividends as declared and in the event of winding up the
company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of shares
held and the amount paid up.
At shareholders’ meetings each ordinary share is entitled to one vote when a poll is called, otherwise each holder
in person or by proxy has one vote on a show of hands.
Ordinary shares have no par value and the Company does not have a limited amount of authorised capital.
b) Options over Ordinary Shares
As at the year end the Company had 20,637,650 unlisted options as follows:
6,637,650
Exercisable at $0.10, expiry date 31 October 2013
9,000,000
Exercisable at $0.08, expiry date 30 November 2013
5,000,000
Exercisable at $0.035, expiry date 30 November 2013
32
NOTE 11: ISSUED CAPITAL - Continued
Option issues
No options were issued during the year.
Option expiry
Options expired during the year as follows:
6,637,650
Exercisable at $0.05, expiry date 31 October 2012
c) Capital Management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while
maximising the return to stakeholders through the optimisation of the debt and equity balance.
The Group’s overall strategy remains unchanged from 2012.
The capital structure of the Group consists of cash and cash equivalents and equity attributable to equity holders of the
parent, comprising issued capital, reserves and retained earnings.
None of the Group’s entities are subject to externally imposed capital requirements.
Operating cash flows are used to maintain and expand operations, as well as to make routine expenditures such as
tax, dividends and general administrative outgoings.
Gearing levels are reviewed by the Board on a regular basis in line with its target gearing ratio, the cost of capital and
the risks associated with each class of capital.
NOTE 12: RESERVES
Opening Balance 1 July
Options issued
Transfer to accumulated losses – expired options
Foreign currency translation
Closing Balance 30 June
Consolidated
2013
$
2012
$
211,568
-
-
7,409
218,977
2,818,990
74,095
(2,681,350)
(167)
211,568
Option Reserve
The options reserve records items recognised as expenses on valuation of employee share options.
Opening Balance 1 July
Option valuation
Expired options transferred to accumulated losses
Closing Balance 30 June
211,620
-
-
211,620
2,818,875
74,095
(2,681,350)
211,620
Foreign Currency Translation Reserve
The foreign currency translation reserve records items recognised as expenses on translation of foreign subsidiary
accounts.
Opening Balance 1 July
Translation of foreign operations
Closing Balance 30 June
(52)
115
7,409
(167)
7,357
(52)
33
NOTE 13: SEGMENT REPORTING
Walkabout Resources Ltd operates predominantly in one industry and three geographical segments being the mining
and exploration industry in Australia, Botswana and Tanzania.
Segment Information
Identification of reportable segments
The Company has identified its operating segments based on the internal reports that are reviewed and used by the
board of directors in assessing performance and determining the allocation of resources.
The Company is managed primarily on the basis of its coal exploration in Botswana, copper and gold exploration in
Australia, other developing prospects in Tanzania and its corporate activities. Operating segments are therefore
determined on the same basis.
Reportable segments disclosed are based on aggregating operating segments where the segments are considered to
have similar economic characteristics.
Types of reportable segments
Gold exploration
Segment assets, including acquisition cost of exploration licences and all expenses related to the tenements in New
South Wales and Tasmania are reported on in this segment.
Coal
Segment assets, including acquisition cost of exploration licences and all expenses related to the tenements in
Botswana and Tanzania are reported in this segment.
Copper
Segment assets, including acquisition cost of exploration licences and all expenses related to the tenements in
Tanzania are reported in this segment
Corporate
Corporate, including treasury, corporate and regulatory expenses arising from operating an ASX listed entity. Segment
assets, including cash and cash equivalents, and investments in financial assets are reported in this segment.
Basis of accounting for purposes of reporting by operating segments
Accounting policies adopted
Unless stated otherwise, all amounts reported to the Board of Directors as the chief operating decision maker with
respect to operating segments are determined in accordance with accounting policies that are consistent to those
adopted in the annual financial statements of the Company.
Segment assets
Where an asset is used across multiple segments, the asset is allocated to the segment that receives the majority of
economic value from the asset. In the majority of instances, segment assets are clearly identifiable on the basis of
their nature and physical location.
Unless indicated otherwise in the segment assets note, deferred tax assets and intangible assets have not been
allocated to operating segments.
Segment liabilities
Liabilities are allocated to segments where there is a direct nexus between the incurrence of the liability and the
operations of the segment. Borrowings and tax liabilities are generally considered to relate to the Company as a whole
and are not allocated. Segment liabilities include trade and other payables.
Unallocated items
The following items of revenue, expense, assets and liabilities are not allocated to operating segments as they are not
considered part of the core operations of any segment:
net gains on disposal of available-for-sale investments;
income tax expense;
deferred tax assets and liabilities;
intangible assets; and
discontinuing operations.
34
NOTE 13: SEGMENT REPORTING – Continued
(i) Segment performance
30 June 2013
Segment revenue
Continuing Operations
Corporate
$
96,651
Coal
$
Gold
Copper
$
$
-
-
Segment result
(1,202,478)
(62,212)
(4,800)
Included with segment
results:
Depreciation
Interest revenue
(20,410)
96,651
(3,503)
-
-
-
Total
$
96,651
(1,269,490)
(23,913)
96,651
-
-
-
-
Segment assets
3,504,690
9,275,777
20,000
626,398
13,426,865
Segment liabilities
(279,943)
(1,893)
-
(793,583)
(54,744)
(4,800)
(7,749)
(1,310,447)
(183,567)
(32,946)
(1,534,709)
Cash flow Information
Net cash flow from
operating activities
Net cash flow from
investing activities
Net cash flow from
financing activities
30 June 2012
Segment revenue
-
80,978
-
-
-
225
Segment result
(1,245,347)
(122,085)
(456,292)
Included with segment
results:
Depreciation
Interest revenue
(3,793)
80,978
(4,816)
-
-
225
Segment assets
4,350,356
7,423,126
1,381,046
Segment liabilities
(218,073)
(26,553)
(2,792)
Cash flow Information
Net cash flow from
operating activities
Net cash flow from
investing activities
Net cash flow from
financing activities
(1,212,596)
(1,894)
(10,748)
(207,631)
(2,455,665)
(90,910)
6,707,773
-
-
35
-
-
(281,836)
(853,127)
-
-
-
-
-
-
-
-
-
-
-
81,203
(1,823,724)
(8,609)
81,203
13,154,528
(247,418)
(1,225,238)
(2,754,206)
6,707,773
NOTE 14: CASH FLOW INFORMATION
Consolidated
2013
$
2012
$
Reconciliation of net cash flow from operating activities with
loss after Income Tax
Loss after income tax
(1,269,490)
(1,823,724)
Cash flows excluded from loss attributable to operating activities
Non-cash flows in loss
- Exploration written off
- Depreciation
- Share Based Payments
- Foreign exchange gain/(loss)
- Loss on sale of plant and equipment
- Write off of plant and equipment
Increase / (decrease) in trade and other receivables
Decrease / (increase) in trade payables and accruals
369,095
23,913
-
19,103
-
-
(51,037)
55,289
451,417
8,609
25,500
100,768
34,945
2,944
3,391
(29,088)
Net cash used in operating activities
(853,127)
(1,225,238)
NOTE 15: EVENTS AFTER THE BALANCE DATE
On 24 July 2013 the company issued 7,462,687 fully paid shares at $0.067 to the Triprop Group and paid $50,000 in
consideration for the second phase of the Farm-In and incorporated Joint Venture agreement. The company has
increased its holding in the Takatokwane South Project from 20% to 40% and has an earn-in right to 65%.
The Board are not aware of any other matters or circumstances that have arisen since the end of the financial year
which significantly affected or could significantly affect the operations of the consolidated group, the results of those
operations, or the state of affairs of the consolidated group in future financial years.
NOTE 16: PARENT ENTITY DISCLOSURES
Financial position
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Total liabilities
EQUITY
Issued capital
Option reserve
Accumulated losses
TOTAL EQUITY
Financial performance
2013
$
2012
$
1,721,743
11,700,400
13,422,143
277,114
277,114
4,323,345
8,740,177
13,063,522
239,203
239,203
46,147,459
211,620
44,647,549
211,620
(33,214,050)
(32,034,850)
13,145,029
12,824,319
Total comprehensive loss for the period
(1,179,200)
(1,925,150)
36
NOTE 17: RELATED PARTY TRANSACTIONS
Transactions with related parties:
Other Related Parties
Peter Batten
Nown Pty Ltd as Director Fees for George Kenway
Inverse Activity Pty Ltd as Director Fees for Allan Mulligan
Amounts owing to related parties at year end:
Other Related Parties
Peter Batten
Nown Pty Ltd as Director Fees for George Kenway
Consolidated
2013
$
40,000
60,000
246,826
2012
$
9,800
58,333
-
Consolidated
2013
$
11,0000
16,500
2012
$
-
-
Transactions between related parties are on normal commercial terms which are no more favourable than those
available to other parties unless otherwise stated.
- Fees paid are for the provision of geological services to the Company.
The fees payable to Directors and options issued to Directors are disclosed in the Remuneration Report included in
this Financial Report. Key management personnel remuneration is disclosed in note 22.There are no other related
party transactions that have occurred throughout the year.
Controlled Entities Consolidated
Parent Entity:
Walkabout Resources Ltd
Country of
Incorporation
Australia
Percentage Owned (%)*
2013
2012
Subsidiaries of Walkabout Resources Limited:
Reveal Resources Pty Ltd
Australia
100%
100%
Walkabout Resources Australia Pty Ltd (formerly
Walkabout Resources Pty Ltd)
Walkabout Resources (Pty) Ltd
Walkabout Resources Pty Ltd
Wizard Investments(Pty) Ltd
Triprop Energy (Pty) Ltd
Walkabout Resources Pty Ltd (acquired 4 February 2013)
* Percentage of voting power is in proportion to ownership
Australia
Botswana
Tanzania
Botswana
Botswana
Malawi
100%
100%
100%
70%
40%
100%
100%
100%
100%
70%
20%
-
37
NOTE 18: FINANCIAL INSTRUMENTS
a.
Financial Risk Management
The consolidated entity’s financial instruments consist of deposits with banks, accounts receivable and
payable, loans to a controlled entity and a cash advance to a third party.
i.
Treasury Risk Management
The Company’s funds are held with an Australian “four pillar” bank with the majority residing in a high
interest low transaction fee account.
The Company’s overall risk management strategy seeks to assist the consolidated group in meeting
its financial targets, whilst minimising potential adverse effects on financial performance.
Risk management policies are approved and reviewed by the Board on a regular basis. These
include the formulation of credit risk policies and future cash flow requirements.
Financial Risks
The main risks the group is exposed to through its financial instruments are interest rate risk, foreign
currency risk, liquidity risk and credit risk.
Foreign currency risk
The group is exposed to fluctuations in foreign currencies arising from the purchase of goods and
services in currencies other than the group’s measurement currency.
ii.
iii
b. Foreign Currency Risk Sensitivity
At 30 June 2013, there would have been an immaterial change in post-tax loss for the year as a result of an
0.1% change in the value of the Australian Dollar to the Botswana Pula and a 8% change in the value of the
Australian Dollar to the Tanzanian Schilling. The effect on equity would be the same.
c. Liquidity risk
Ultimate responsibility for liquidity risk management rests with the board of directors, who have built an
appropriate liquidity risk management framework for the management of the Group’s short, medium and long-
term funding and liquidity management requirements. The Group manages liquidity risk by maintaining
adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and
actual cash flows and matching the maturity profiles of financial assets and liabilities.
The following table details the Company’s and the Group’s expected maturity for its non-derivative financial
liabilities. These have been drawn up based on undiscounted contractual maturities of the financial assets
including interest that will be earned on those assets except where the Group anticipates that the cash flow
will occur in a different period.
Consolidated
2013
Less than 1
month
1 – 3
Months
3 months
– 1 year
1 – 5
years
5+ years
$
$
$
$
-
-
-
-
-
$
-
-
-
-
-
Non-interest bearing
226,083
27,000
28,753
Finance lease liabilities
Variable interest rate instruments
Fixed interest rate instruments
-
-
-
-
-
-
-
-
-
226,083
27,000
28,753
38
NOTE 18: FINANCIAL INSTRUMENTS – continued
Consolidated
2012
Less than 1
month
1 – 3
Months
3 months
– 1 year
1 – 5
years
5+ years
$
$
$
Non-interest bearing
178,885
27,000
41,533
Finance lease liabilities
Variable interest rate instruments
Fixed interest rate instruments
-
-
-
-
-
-
-
-
-
178,885
27,000
41,533
$
-
-
-
-
-
$
-
-
-
-
-
d.
Credit risk
The main exposure to credit risk as at 30 June 2013 relates to two separate advances made to the Company’s
wholly owned subsidiaries, Walkabout Resources Pty Ltd ($5,154,300) and Reveal Resources Pty Ltd
($467,395) respectively. These separate advances have been made for the purpose of funding the day to day
operations of the subsidiaries and their exploration activities. The loans are unsecured. The risk associated
with these advances is exploration risk. These advances will not be repaid if the exploration does not provide an
economic deposit. This risk is mitigated by providing the best opportunity to make an economic discovery by
utilising exploration professionals of the highest standard and by obtaining the necessary funding.
e.
Interest Rate Risk
The consolidated entity’s exposure to interest rate risk, which is the risk that a financial instruments, value will
fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on
classes of financial assets and financial liabilities are detailed in the liquidity risk section of this note.
f.
Interest Rate Risk Sensitivity
During 2013, if interest rates had been 5% higher or lower than the prevailing rates realised, with all other
variables held constant, there would have been an immaterial change in post-tax loss for the year. The impact
on equity would have been the same.
NOTE 19: SHARE BASED PAYMENTS
The following share-based payment arrangements existed at 30 June 2013:
Share Options Granted
2013
2012
Number
Weighted
average
exercise
price
$
Number
Options outstanding at the beginning of the year
27,275,300
0.07
40,775,600
Granted
Exercised
Expired
Options outstanding at the end of the year
-
-
(6,637,650)
20,637,650
-
-
0.05
0.08
10,000,000
(2,475,000)
(21,025,300)
27,275,300
Weighted
average
exercise
price
$
0.06
0.07
0.07
0.06
0.07
The options outstanding at 30 June 2013 had a weighted average exercise price of $0.08. The weighted average
remaining contractual life of options outstanding at year end was 0.39 years. The exercise price of outstanding shares
at reporting date ranged from $0.035 to $0.10.
No options were granted to employees during the year.
39
NOTE 20: CONTINGENT LIABILITES
The Directors are not aware of any contingent liabilities as at the date of this report.
NOTE 21: CAPITAL AND LEASING COMMITMENTS
Consolidated
2013
$
2012
$
92,214
184,428
276,642
86,600
173,200
259,800
1,665,860
1,665,860
1,165,686
1,165,686
a.
Property Lease Commitments
Payable — minimum lease payments
-
-
not later than 12 months
between 12 months and 5 years
b.
Capital Expenditure Commitments
Minimum expenditure commitments for mining tenements:
-
not later than 12 months
NOTE 22: KEY MANAGEMENT PERSONNEL DISCLOSURES
Details of Key Management Personnel
Directors
Allan Mulligan
Geoffrey Wallace
Peter Batten
George Kenway
Christopher Mason
Managing Director, appointed 7 August 2012
Executive Director and Company Secretary
Non-Executive Director
Non-Executive Chairman, retired 30 June 2013
Managing Director, resigned 27 July 2012
Key management personnel remuneration has been included in the Remuneration Report section of the Directors’
Report.
The totals of remuneration paid to KMP of the Company and the Group during the year are as follows:
Short-term employment benefits
Post-employment benefits
Other long-term benefits
Share-based payments
Total KMP compensation
Consolidated
2013
$
2012
$
623,326
24,885
-
-
545,124
36,825
-
-
648,211
581,949
40
NOTE 22: KEY MANAGEMENT PERSONNEL DISCLOSURES – Continued
Shareholdings of Key Management Personnel
Ordinary Shares
30 June 2013
Directors
Balance at
beginning of
period
Number
Allan Mulligan
Geoffrey Wallace
Peter Batten
George Kenway
Christopher Mason
30,902,855
36,469,352
578,025
35,733,977
1,887,801
30 June 2012
Directors
Balance at
beginning
of period
Number
Allan Mulligan
Geoffrey Wallace
Peter Batten
George Kenway
Christopher Mason
7,834,267
8,318,708
368,177
7,833,333
-
Granted as
remuneration
On Exercise
of Options
Net Change
Other
Balance at end
of period
Balance held
nominally
Number
Number
Number
Number
Number
-
-
-
-
-
-
-
-
-
-
33,900,264
34,182,897
-
33,897,544
-
64,803,159
70,652,249
578,025
69,631,521
N/A
-
70,652,249
-
69,631,521
-
Granted as
remuneration
On Exercise of
Options
Net Change
Other
Balance at end
of period
Balance held
nominally
Number
Number
Number
Number
Number
-
-
-
-
-
-
-
-
-
-
23,068,588
28,150,644
209,848
27,900,644
1,887,801
30,902,855
36,469,352
578,025
35,733,977
1,887,801
-
36,469,352
-
35,733,977
-
All equity transactions with key management personnel other than those arising from the exercise of remuneration
options have been entered into under terms and conditions no more favourable than those the Group would have
adopted if dealing at arm's length.
Performance Shares
30 June 2013
Directors
Balance at
beginning of
period
Number
Granted as
remuneration
On Exercise
of Options
Net Change
Other
Balance at end
of period
Balance held
nominally
Number
Number
Number
Number
Number
Allan Mulligan
Geoffrey Wallace
George Kenway
706,198
706,198
706,198
-
-
-
-
-
-
(706,198)
(706,198)
(706,198)
-
-
-
-
-
-
30 June 2012
Directors
Balance at
beginning
of period
Number
Granted as
remuneration
On Exercise of
Options
Net Change
Other
Balance at end
of period
Balance held
nominally
Number
Number
Number
Number
Number
Allan Mulligan
Geoffrey Wallace
George Kenway
1,412,396
1,412,396
1,412,396
-
-
-
-
-
-
(706,198)
(706,198)
(706,198)
706,198
706,198
706,198
-
706,198
706,198
41
NOTE 22: KEY MANAGEMENT PERSONNEL DISCLOSURES (continued)
Deferred Shares
30 June 2013
Directors
Balance at
beginning of
period
Number
Granted as
remuneration
On Exercise
of Options
Net Change
Other
Balance at end
of period
Balance held
nominally
Number
Number
Number
Number
Number
Allan Mulligan
Geoffrey Wallace
George Kenway
2,500,000
2,500,000
2,500,000
-
-
-
-
-
-
(2,500,000)
(2,500,000)
(2,500,000)
-
-
-
-
-
-
30 June 2012
Directors
Balance at
beginning
of period
Number
Granted as
remuneration
On Exercise of
Options
Net Change
Other
Balance at end
of period
Balance held
nominally
Number
Number
Number
Number
Number
Allan Mulligan
Geoffrey Wallace
George Kenway
2,500,000
2,500,000
2,500,000
-
-
-
-
-
-
-
-
-
2,500,000
2,500,000
2,500,000
-
2,500,000
2,500,000
42
NOTE 22: KEY MANAGEMENT PERSONNEL DISCLOSURES (continued)
Option holdings of Key Management Personnel
Options
30 June 2013
Opening
balance
Granted as
remuneration
Options
exercised
Net change
Other (i)
Closing
balance
Directors
Number
Number
Number
Number
Number
Balance
vested at 30
June
Number
Vested but not
exercisable
Vested and
exercisable
Number
Number
Options
vested during
year
Number
Allan Mulligan
Geoffrey Wallace
George Kenway
(i)
Includes lapsed
3,750,000
3,750,000
3,750,000
-
-
-
30 June 2012
Opening
balance
Granted as
remuneration
Options
exercised
Directors
Number
Number
Number
Allan Mulligan
Geoffrey Wallace
George Kenway
(i)
Includes lapsed
7,250,000
7,250,000
7,500,000
-
-
-
-
-
-
-
-
-
(1,875,000)
1,875,000
1,875,000
(1,875,000)
1,875,000
1,875,000
(1,875,000)
1,875,000
1,875,000
-
-
-
1,875,000
1,875,000
1,875,000
-
-
-
Net change
Other (i)
Closing
balance
Number
Number
Balance
vested at 30
June
Number
Vested but not
exercisable
Vested and
exercisable
Number
Number
Options
vested during
year
Number
(3,500,000)
3,750,000
3,750,000
(3,500,000)
3,750,000
3,750,000
(3,750,000)
3,750,000
3,750,000
-
-
-
3,750,000
3,750,000
3,750,000
-
-
-
43
NOTE 22: KEY MANAGEMENT PERSONNEL DISCLOSURES (continued)
Option holdings of Key Management Personnel
Deferred Options
30 June 2013
Opening
balance
Granted as
remuneration
Options
exercised
Net change
Other (i)
Closing
balance
Directors
Number
Number
Number
Number
Number
Balance
vested at 30
June
Number
Vested but not
exercisable
Vested and
exercisable
Number
Number
Options
vested during
year
Number
Allan Mulligan
Geoffrey Wallace
George Kenway
(i)
Includes forfeitures
2,500,000
2,500,000
2,500,000
-
-
-
30 June 2012
Opening
balance
Granted as
remuneration
Options
exercised
Directors
Number
Number
Number
Allan Mulligan
Geoffrey Wallace
George Kenway
(i)
Includes forfeitures
2,500,000
2,500,000
2,500,000
-
-
-
-
-
-
-
-
-
(2,500,000)
(2,500,000)
(2,500,000)
-
-
-
Net change
Other (i)
Closing
balance
Number
Number
Balance
vested at 30
June
Number
-
-
-
2,500,000
2,500,000
2,500,000
-
-
-
-
-
-
-
-
-
Vested but not
exercisable
Vested and
exercisable
Number
Number
-
-
-
-
-
-
-
-
-
-
-
-
Options
vested during
year
Number
-
-
-
44
DIRECTORS’ DECLARATION
1.
In the opinion of the directors of Walkabout Resources Ltd (the ‘Company’):
a.
the accompanying financial statements and notes are in accordance with the Corporations Act 2001
including:
i.
ii.
giving a true and fair view of the consolidated entity’s financial position as at 30 June 2013
and of their performance for the year then ended; and
complying with Australian Accounting Standards, the Corporations Regulations 2001,
professional reporting requirements and other mandatory requirements.
b.
there are reasonable grounds to believe that the Company will be able to pay its debts as and when
they become due and payable.
c. the financial statements and notes thereto are in accordance with International Financial Reporting
Standards issued by the International Accounting Standards Board
2.
This declaration has been made after receiving the declarations required to be made to the directors in
accordance with Section 295A of the Corporations Act 2001 for the financial year ended 30 June 2013.
This declaration is signed in accordance with a resolution of the Board of Directors.
Geoffrey Wallace
Director
Dated this 27th day of September 2013
45
INDEPENDENT AUDITOR’S REPORT
To the members of Walkabout Resources Limited
Report on the Financial Report
We have audited the accompanying financial report of Walkabout Resources Limited (formerly
Nimrodel Resources Limited) (“the company”), which comprises the consolidated statement of
financial position as at 30 June 2013, the consolidated statement of comprehensive income, the
consolidated statement of changes in equity and the consolidated statement of cash flows for the
year then ended, notes comprising a summary of significant accounting policies and other
explanatory information, and the directors’ declaration for the consolidated entity. The consolidated
entity comprises 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(c), the directors also state, in accordance with Accounting Standard AASB 101:
Presentation of Financial Statements, that the financial report complies 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. Those standards require that we comply
with relevant ethical requirements relating to audit engagements and plan and perform the audit to
obtain reasonable assurance 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
company’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 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.
Our audit did not involve an analysis of the prudence of business decisions made by directors or
management.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
HLB Mann Judd (WA Partnership) ABN 22 193 232 714
Level 4, 130 Stirling Street Perth WA 6000. PO Box 8124 Perth BC 6849 Telephone +61 (08) 9227 7500. Fax +61 (08) 9227 7533.
Email: hlb@hlbwa.com.au. Website: http://www.hlb.com.au
Liability limited by a scheme approved under Professional Standards Legislation
HLB Mann Judd (WA Partnership) is a member of
International, a worldwide organisation of accounting firms and business advisers.
46
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations
Act 2001.
Auditor’s opinion
In our opinion:
(a) the financial report of Walkabout 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 30 June
2013 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(c).
Report on the Remuneration Report
We have audited the remuneration report included in the directors’ report for the year ended 30 June
2013. 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.
Auditor’s opinion
In our opinion the remuneration report of Walkabout Resources Limited for the year ended 30 June
2013 complies with section 300A of the Corporations Act 2001.
HLB Mann Judd
Chartered Accountants
Perth, Western Australia
27 September 2013
N G Neill
Partner
47
ADDITIONAL INFORMATION FOR ASX LISTED PUBLIC COMPANIES
The following additional information is provided as at18 September 2013.
1.
Shareholding
a. Distribution of Shareholders
Category (size of holding)
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
Number
Number of Holders Number of Shares
54
128
141
576
504
1,403
29,123
403,294
1,243,236
27,985,222
644,603,883
674,264,758
b.
The number of shareholdings held in less than marketable parcels is 584
c.
The names of the substantial shareholders listed in the holding company’s register as at 18 September
2013 are:
Shareholder
Brywall Pty Ltd
Nown Pty Ltd
Allan Mulligan
d. Voting Rights
Number
Ordinary
70,652,249
69,631,521
64,803,159
%
10.48
10.33
9.61
The voting rights attached to each class of equity security are as follows:
Ordinary shares
-
Each ordinary share is entitled to one vote when a poll is called, otherwise each member
present at a meeting or by proxy has one vote on a show of hands.
48
ADDITIONAL INFORMATION FOR ASX LISTED PUBLIC COMPANIES
e.
20 Largest Shareholders — Ordinary Shares
Name
Number of Ordinary Fully
Paid Shares Held
% Held of Issued
Ordinary Capital
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
2.
3.
4.
Brywall Pty Ltd
Nown Pty Ltd
Mr Allan Mulligan
Red Wine Pty Ltd
Trayburn Pty Ltd
Marcolongo Nominees Pty Ltd
Marcolongo Nominees Pty Ltd
First Farley Pty Ltd
Ravens Park Energy Ltd
Mr Colin James Martin + Ms Rhonda Doris Lutt
Morawa Michael
Palazzo Corp Pl
Bellarine Gold Pl Ribblesdale S/F A/C
Ierace Family A/C
Tarmel Pl Super Fund A/C
Mr Ram Narayan Halder + Mrs Seema Halder
Imara Cap Sec Pl
Johnstone Dale
Tara Mgnt Pl
Manson John H + K. A. Mayflower A/C
69,789,188
69,631,521
64,927,607
16,079,774
15,650,000
14,392,679
13,900,000
11,500,000
9,962,687
7,000,000
6,000,000
5,000,000
4,999,000
4,835,791
4,480,945
4,300,000
4,150,200
3,632,000
3,389,763
3,300,001
10.35
10.33
9.63
2.38
2.32
2.13
2.06
1.71
1.48
1.04
0.89
0.74
0.74
0.72
0.66
0.64
0.62
0.54
0.50
0.49
336,930,156
49.97
The name of the Company Secretary is Geoffrey Wallace
The address of the registered office in Australia is Level 3, 681 Murray Street, West Perth, WA 6005, Australia
Registers of securities are held at Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross WA
6153, Australia
5.
Securities Exchange Listing
Quotation has been granted for all the ordinary shares of the company on all Member Exchanges of the
Australian Securities Exchange Limited.
49
ADDITIONAL INFORMATION FOR ASX LISTED PUBLIC COMPANIES
6. Unquoted Securities
Options over Unissued Shares
Grant Date
Date of Expiry
Exercise Price
Number under Option
30 March 2011 (1)
31 October 2013
25 November 2011 (2)
25 November 2013
30 November 2010 (3)
30 November 2013
$0.10
$0.035
$0.08
6,637,650
5,000,000
9,000,000
20,637,650
(1) There are 14 holders of this class of option
(2) There are 21 holders of this class of option
(3) There is 1 holder of this class of option
7. Tenement Schedule
Tenement Number
PL35/2007
PL157/2009
PL160/2009
PL6911/2011
PL6912/2011
PL7050/2011
PL7241/2011
PL9239/2013
PL9077/2013
PML001219WZ
PML001220WZ
PML001221WZ
PML001222WZ
PML001223WZ
PML001224WZ
PML001225WZ
PML001226WZ
PML001227WZ
PML001228WZ
PML001229WZ
PML001230WZ
PML001231WZ
PML001232WZ
PML001233WZ
PML001234WZ
PML001235WZ
PML001236WZ
PML001237WZ
PML001238WZ
PML001239WZ
PML001240WZ
PML001241WZ
Tenement Name
Takatokwane
Takatokwane
Takatokwane
Makete
Narunyu
Mitengi
Mitengi
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Locality
Botswana
Botswana
Botswana
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
50
Group Ownership
70%
Earning 65%
Earning 65%
100%
100%
100%
100%
100%
Earning 75%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
PML001242WZ
PML001243WZ
PML001244WZ
PML001245WZ
PML001246WZ
PML001247WZ
PML001248WZ
PML001249WZ
PML001250WZ
PML001251WZ
PML001252WZ
PML001253WZ
PML001254WZ
PML001255WZ
PML001256WZ
PML001257WZ
PML001258WZ
PML001259WZ
PML001260WZ
PML001261WZ
PML001262WZ
PML001263WZ
PML001264WZ
PML001265WZ
PML001266WZ
PML001267WZ
PML001268WZ
PML001269WZ
PML001270WZ
PML001271WZ
PML001272WZ
PML001273WZ
PML000636WZ
PML000698WZ
PML000699WZ
PML000700WZ
PML000701WZ
PML000702WZ
PML000703WZ
PML000704WZ
PML000705WZ
PML000706WZ
PML000707WZ
PML000708WZ
PML000709WZ
PML000710WZ
PML000720WZ
PML000721WZ
PML000722WZ
PML000723WZ
PML000724WZ
PML000725WZ
PML000728WZ
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
51
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 85%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
PML000729WZ
PML000730WZ
PML000731WZ
PML000732WZ
PML000733WZ
PML000734WZ
PML000735WZ
PML001436WZ
PML001437WZ
PML001438WZ
PML001439WZ
PML001440WZ
PML001441WZ
PML001442WZ
PML001443WZ
PML001444WZ
PML001445WZ
PML001446WZ
PML001447WZ
PML001448WZ
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Kigoma
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Option for 100%
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
52