Hannans Annual Report 2011
Hannans Annual Report 2011
Hannans Annual Report 2011
REWARD
ANNUAL REPORT
HANNANS
ABN 52 099 862 129
Page Corporate Directory Directors Report Auditors Independence Declaration Directors Declaration Independent Audit Report Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements 1 2 47 48 49 51 52 53 54 55
corporate directory
Board of directors
Independant non-executIve chaIrman
registered office
ground Floor, 28 ord Street West perth, Western australia 6005
share registry
Computershare Level 2, 45 St georges terrace perth, Western australia, 6000 1300 557 010 (telephone) www.computershare.com.au
mr richard Scallan
managIng dIrector
mr damian hicks
non-executIve dIrector
postal address
po Box 1227 West perth, Wa 6872
mr William hicks
non-executIve dIrector
mr Jonathan murray
company secretary
mr Ian gregory mr michael craig
lawyers
Steinepreis Paganin Level 4, The read Buildings 16 milligan Street perth, Western australia 6000
principal office
ground Floor, 28 ord Street West perth, Western australia 6005
DIRECTORS REPORT
The directors of hannans reward Ltd (hannans) submit their annual financial report of the group being the company and its controlled entities for the financial year ended 30 June 2011.
Strategic Plan
vISIon our vision is to build a successful exploration and production company. goaLS People 1. to attract and retain a professional, knowledgeable and ethical team of experts whilst empowering staff at all levels. 2. to continuously build an understanding of our strategic partners needs and wants and thereafter conduct business in a fair, transparent and ethical manner. Projects 1. to access highly prospective natural resource exploration opportunities both within australia and overseas. 2. to implement an effective acquisition program that secures access to prospects with the potential to host significant natural resource deposits. 3. to add value by identifying, accessing and exploring prospects that have potential to host significant deposits and then seek partners to diversify project risk. 4. to retain a material financial interest in prospects but not necessarily an operational responsibility. 5. to conduct our affairs in a responsible manner taking into account various stakeholder rights and beliefs. Strategy ultimately, hannans is aiming to identify a world-class gold and or base metals deposit. It is managements opinion that hannans projects have the potential to host such deposits. In the first instance exploration strategies have been developed to identify more than 250,000 ounces of gold and or 30,000 tonnes of contained nickel metal to form the basis for potential development of mining scenarios. Capital 1. to create shareholder wealth over the short, medium and long term as measured by the potential of our prospects, the strength of our balance sheet, profitability of the business and share price. 2. to maintain sufficient funding strategies to implement exploration programs over the long-term through the peaks and troughs in exploration sentiment and commodity prices.
mISSIon our mission is to develop a company that has a material interest in a portfolio of mineral projects that are being rapidly progressed whether they are exploration, development or production assets. We recognise that a professional, knowledgeable and ethical team of directors, employees and consultants is the key to our business. our focus is to provide shareholders with a satisfactory return on investment by managing our people, projects and capital in an entrepreneurial and responsible manner.
DIRECTORS REPORT
dear Shareholders The exploration business is based on combining optimism with systematic risk taking. The implementation of a methodical and disciplined exploration process gives you the best chance of making a significant economic discovery that can provide the substantial capital appreciation. The discipline is to apply this process consistently through the peaks and troughs of investment sentiment and that requires committed management acting in the best interests of long term shareholders. We believe hannans ticks these boxes. at hannans we also continue to develop our business model to ensure we have appropriate strategies in place to meet the long term goals of the company. as such we have divided the business into three separate units: hannans reward (exploration), hannans Investment management (equities, hybrid Securities and debt) and corporate Board Services (transaction Services & corporate management). don huntly is accountable for hannans reward and I am accountable to the Board for hannans as a whole together with the hannans Investment management and corporate Board Services business units. The successful exploration activities of hannans reward is where shareholders are exposed to the greatest returns whereas hannans Investment management (hIm) and corporate Board Services (cBS) are designed to reduce hannans cash outflows by earning revenue. This will result in more cash being available for direct exploration expenditure. Let me first turn to hannans reward. your Board of directors is fully supportive of the progress being made by our exploration manager don huntly and his team. Since don joined us in 2010 he has brought a very disciplined and pragmatic approach to the exploration and development of the minerals portfolio. In relation to the Forrestania project, south of Southern cross it provides serious exploration challenges. economic accumulations of nickel sulphides are notoriously hard to discover but the Forrestania Belt is a class belt and somewhere within our project we believe there could be such a deposit. From a corporate perspective Kagara Ltd recently announced its intention to dispose of its Lounge Lizard nickel mine (the down plunge extension of Western areas nLs Flying Fox nickel mine). It will be fascinating to see how this asset sale progresses in terms of the potential consolidation of the belt or the introduction of a new large company into Forrestania. once again we can only emphasise that should hannans reward have exploration success at Forrestania the company will be immediately re-rated. We have very high hopes for the next round of rc drilling for gold at Lake Johnston, west of norseman. a large amount of exploration field work has been completed at Lake Johnston over a number of years and this could result in an important gold discovery at the mt gordon prospect before the end of 2011. We have been trying to get on the ground for some time now to complete this program so were very pleased to be starting in october 2011 now that all approvals have been received. We are targeting deposits that have a minimum 250,000 ounces and with gold trading at around uS$1,600 an ounce it is a very good price from which to develop a gold operation, if that is what occurs. don also has a number of robust nickel sulphide anomalies that will be tested during the program. you couldnt be surprised if a nickel deposit was unearthed at Lake Johnston because it is along strike from norilsks maggie hays and emily ann nickel mines. We will have great satisfaction from seeing an economic discovery of manganese at the Jigalong project. The ever expanding Jigalong project, now approaching 3,000km2 in area, is unique in that the project was introduced to us in 2003 by mr cedric Wyatt, the ceo of JcI. In the eight years since there has been a lot of activity in the east pilbara region of Western australia including a major minerals boom. This surge in exploration, corporate and political activity has put a great deal of pressure on traditional landowner groups and custodians of aboriginal reserves. This in turn has made it difficult to make rapid progress at Jigalong. What has endured however is the relationship between hannans management and JcI staff. Whilst the Jigalong project has now grown substantially and covers as much ground in neighbouring lands as it does Jigalong Lands, it was the personal relationship that formed the basis for hannans entering the east pilbara. We are optimistic that exploration success by hannans and or our subsidiary errawarra will ultimately result in long term benefits for hannans shareholders (including major shareholder and optionholder JcI) and traditional owners in the east pilbara. at the end of 2011 we will complete a thorough review of the current exploration portfolio with a view to focussing our efforts and funding in 2012. We believe hannans reward has the exploration and corporate systems and processes in place to efficiently assess new exploration projects and whilst hannans will remain an australian focused gold and base metals company, we continue to seek out minerals opportunities for the benefit of shareholders by remaining open to exploration opportunities locally and overseas.
DIRECTORS REPORT
The potential flow of project related news during the next few months includes: Month october 2011 newS exploration drilling to commence at the Lake Johnston mt gordon prospect testing gold and nickel targets assay results returned for the nickel drilling at the Forrestania project exploration drilling at the Forrestania project Stormbreaker prospect testing iron targets assay results from the gold and nickel drilling at the Lake Johnston project assay results from the manganese drilling at the Jigalong project completion of the errawarra spin out assay results from the iron drilling at the Forrestania project
January 2012
Were all very aware that the market is not providing hannans shareholders with full value for their minerals portfolio. For the majority of the year the market capitalisation of hannans has been less than the value of its equities portfolio; this in effect means the hannans reward exploration portfolio is being attributed zero value. maybe that is a result of third parties focus on our core investment in atlas Iron Ltd (6.2m shares worth $17m); maybe some people feel that the projects have been fully explored; maybe some people dont like the mix of commodities we are exposed to. I dont think there is any basis for these views on hannans. hannans is a very focussed minerals company, with an excellent team of geoscientists, a knowledgeable Board, a long history of in-ground exploration expenditure, a tight capital structure (131m shares on issue) and a strong balance sheet with net liquid assets approaching $20m. Figure 1 below sets out hannans market capitalisation, cash and exploration expenditure for every year since listing on aSx in 2003. Figure 1: hannans Financial Summary 2003 - 2011
DIRECTORS REPORT
MIneral exPloratIon aCtIvItIeS exPenSeD In 2011 geological activities geochemical activities geophysical activities drilling Field supplies Field camp and travel drafting activities environmental rehabilitation annual tenement rent annual tenement rates tenement administration tenement application fees penalties & exemption fees total
$ 870,211 604,621 530,936 1,336,413 297,764 184,665 20,190 118,875 38,734 165,655 92,372 78,467 81,361 11,806 4,432,070
% 19.6% 13.6% 12.0% 30.1% 6.7% 4.2% 0.5% 2.7% 0.9% 3.7% 2.1% 1.8% 1.8% 0.3% 100%
We do acknowledge that its only exploration discovery success that is going to materially change shareholders fortunes and were working hard to make that happen. The table above sets out the exploration expenditure expensed during 2011. at present the world is in the middle of a financial correction. global financial markets are volatile, share prices are falling and confidence has been eroded. It is a time to be cautious with funds until the future of the global economy is more certain but it is also a time to be on the watch out for opportunities to acquire assets at significant discounts to their more normal values. With these themes in mind hannans announced in July 2011 it will separate its exploration portfolio into two separate corporate vehicles the gold and base metals will remain within hannans reward however the bulk commodities including
Jigalong manganese and Forrestania iron will be housed in a new company (owned 100% by those hannans shareholders on the register on the record date). hannans will initially seed fund the new company before it is required to go out and fund its own activities. In effect hannans shareholders will remain exposed to both asset portfolios however the assets wont be at risk of corporate action by being housed 100% within hannans which is trading at a zero portfolio value. Figure 2 highlights hannans' performance in comparison to the aSx 300 metals & mining Index1 as well as atlas Iron during the period 1 July 2010 to 27 September 2011. Figures 2 and 3 highlight the timing of aSx releases made by hannans in relation to each of its projects and corporate matters (excluding all compliance required releases). This shows a regular flow of meaningful project and corporate news throughout the year.
S&p/aSx 300 metals & mining Index which is based on the S&p/aSx 300 Index and is comprised of companies that are classified as being in the metals & mining industry including producers of aluminium, gold, steel, precious metals and minerals, coal and diversified metals & minerals.
DIRECTORS REPORT
Company Updates
Forrestania
company Share price
Lake Johnston
hannans reward Ltd
Jigalong
corporate
Figure 2 hannans in comparison to aSx 300 metals and mining Index as well as atlas Iron Ltd (Source: commonwealth Securities Ltd) Shareholders should be confident that we will keep them up to date with company related news. you can follow hannans through our aSx releases, web site (www.hannansreward.com), Face Book (hannans reward) and twitter (hannansreward). We also recommend that you sign up to the email distribution service available on our web site. We always welcome your calls and visits to the office should you have any enquiries.
Lake Johnston
Jigalong
corporate
Figure 3: hannans volume and price chart for 2010-2011 (Source: commonwealth Securities Ltd)
DIRECTORS REPORT
hannans Investment management (hIm) operates by way of an Investments committee comprising William hicks, Jonathan murray and myself. In due course it is expected that an independent external committee person will be appointed to provide another perspective as part of the decision making process. hIm seeks to maximise returns through its equity portfolio, convertible loans and the provision of loans; it also has a facility to borrow funds. as of 28 September 2011 the investment portfolio is as follows:
t yPe
Fpo Fpo Fpo options (ex. 20c) options (ex. 40c) con note (33c & 66c)
nUMber
6,201,334 1,835,001 165,000 1,250,001 500,000 9,293,257
PrICe
3.09 0.30 0.09 0.18 0.172 0.117 0.30
valUe
19,162,122 550,500 27,600 214,500 58,591 2,787,977 22,801,290 738,750 23,540,040
numBer
131,648,715 2,000,000 1,000,000 100,000 1,000,000 300,000 300,000 300,000 136,648,715
expIry
31-Jul-11 30-Jun-12 30-Jun-12 30-Jun-13 20-Jul 13 20-Jul 13 20-Jul 13
DIRECTORS REPORT
CBS
CORPORATE BOARD SERVICES
corporate Board Services (cBS) offers Boards of listed and unlisted companies the opportunity to focus on important strategic decisions by outsourcing the day-to-day corporate services and compliance management. We have three highly capable financial professionals operating within cBS that can cost effectively manage all company financial, corporate, compliance and governance obligations. michael craig, mindy ong and annalette Wilbers have significant experience in these matters and are building a professional services business which is owned 100% by hannans. The range of services provided by cBS this year included assisting with an Ipo and listing on aSx, preparation of annual, half year and Quarterly reports, preparation of loan documents, preparation of detailed board packs for board meetings, arranging shareholder meetings, preparation of notices of meeting and providing full accounting and financial management support. cBS clients include the
hannans group of companies, Scandinavian resources Ltd (aSx: Scr), equity & royalty resources Ltd, naracoota resources Ltd (aSx: nrr) and Swedish incorporated entities Scandinavian resources aB and Kiruna Iron aB. hannans benefits from the income generated by cBS as it goes directly to reducing staff, administration and shared office costs which allows these funds to be allocated to minerals exploration. Were pushing on to better outcomes in 2012 and look forward to you benefiting from that success.
Kind regards,
Ground Floor, 28 Ord Street West Perth, Western Australia Postal Address: PO Box 1227 West Perth Western Australia 6872 T: +61 8 9324 1153 F: +61 8 9324 3366
Hannans Reward Ltd (ACN: 099862129) trading as Corporate Board Services (BN11214156)
DIRECTORS REPORT
eXploration strategy
by Don huntly, exploration Manager hannans has developed a strategically positioned package of grass-roots exploration projects within corridors which are endowed with nickel sulphides, gold, base metals and bulk commodities. The companys objective is to realise value for the shareholders through exploration success within these projects. our aim is to find an economic resource through the application of rigorous, methodical and multidisciplinary exploration processes. hannans will continue to look for opportunities to secure additional land holdings through incremental tenement applications or third party opportunities that can significantly add to the prospectivity of the current portfolio.
proJects
hannans has built up a diverse portfolio of tenements and target commodities which includes nickel, gold, base metals, iron, and manganese. hannans is of the opinion that the following project portfolio has the potential to deliver an economic mineral deposit: Forrestania (east of hyden, Western australia); nickel, gold and Iron Queen victoria rocks (south-west of coolgardie, Western australia); nickel and gold Lake Johnston (west of norseman, Western australia); nickel and gold Jigalong (south-east of newman, Western australia); manganese and Base metals
DIRECTORS REPORT
ForreStanIa - 1,155 Km2 hannans Forrestania project, comprising ground in joint venture and wholly owned tenements, is located within the world-class Forrestania nickel belt and adjoins ground owned by major mining companies Western areas (aSx:WSa) and Kagara (aSx:KZL). over the past twelve months hannans has continued to increase its tenement holding over the northern extension of the prospective stratigraphy in the region (Figure 5). The exploration success by Western areas nL in the region together with the limited historical exploration for nickel sulphides further north within the hannans tenements highlights the fact that opportunity remains for the discovery of high grade nickel sulphide deposits within the Forrestania region. as a micro-cap company with an active exploration programme in one of the richest nickel belts in australia, an exploration discovery by hannans will likely lead to an immediate re-rating of the stock. exploration conducted by hannans during the year has confirmed that the northern extensions of the Forrestania greenstone belt includes a number of ultramafic or komatiitic units which have the potential to host nickel sulphides. The exploration has primarily involved ground based geophysical surveys (fixed loop and moving loop tem), soil sampling and reverse circulation drilling. These activities have helped to develop high quality exploration targets as well as advance the geological understanding in the area. The following is a list of aSx announcements made from 1st July 2010 that relate to the work completed at Forrestania by hannans.
Date 07/09/2011 02/09/2011 20/07/2011 20/01/2011 20/07/2010
Skeleton Rocks Prospect exploration efforts at Skeleton rocks to the north has continued to be focused on data collation, field reconnaissance and consolidating the geological interpretation. It is anticipated that geochemical sampling will commence in the area during the next few months. The area has also been assessed for hematite rich iron mineralisation with two small prospects identified during the year (Figure 6). Stormbreaker Prospect exploration drilling continued during the year at the Stormbreaker prospect testing a number of geophysical and geochemical anomalies. This prospect includes our joint venture partners cullen resources Ltd (aSx:cuL) who has a free carry interest of 20% and St Barbara Ltd (aSx:SBm) who has a free carry interest of 15%. Fifteen rc percussion holes were completed for a total of 3,524 metres; the drilling to date has intersected a number of sub parallel ultramafic units, however no nickel sulphides have been intersected to date. more recent exploration in the form of geochemical sampling has helped to identify additional ultramafic units at Stormbreaker West. These prospective lithologies have not been adequately explored for nickel sulphides to date and will be drill tested in the near future. In particular a surface tem anomaly in the area has not been drilled to date; the anomaly will be tested during the next round of drilling (Figure 7).
In addition to the nickel exploration work hannans has also advanced exploration for hematite rich iron mineralisation within the prospect area. one rc percussion drill hole intersected 35m @ 47.6% Fe while exploring for nickel sulphides. Subsequent rock chip sampling and xrF analysis of surface samples has identified a corridor of hematite rich iron material which covers a strike extent of ~5.4 kms. The prospect includes two sub parallel BIF units with hematite rich material on top of the units. The hematite rich iron horizons will be drill tested later in 2011 (Figure 8). The iron prospect at Stormbreaker is very similar in mineralisation style and geological setting to the cazaly resources parker range Iron project to the north (35.1 mt @ 55.9% Fe). ongoing exploration within the Stormbreaker prospect area will be undertaken using geochemical sampling and surface tem surveys along the northern extensions of the prospective stratigraphy with the aim of generating high quality drill targets.
announcement title drilling commenced on two projects Forrestania project commencement of drilling Forrestania project exploration update Forrestania project update Forrestania project update
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Figure 7. Forrestania Project Stormbreaker Prospect planned nickel sulphide drilling program
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Lucy Rocks Prospect The Lucy rocks prospect is located to the west of the Flying Fox and Beautiful Sunday nickel deposits owned by Western areas nL (aSx:WSa). exploration during the year in the form of mapping and rc percussion drilling has confirmed extensive BIF units within the northern part of the prospect area and west of the Beautiful Sunday nickel deposit. Six holes were completed for a total of 1,234 metres at Beautiful Sunday West, the drilling intersected magnetite rich BIF units and intrusive granitoid lithologies. recent drilling within the southern part of the prospect area was targeting magnetic high features which were interpreted to be prospective greenstone lithologies, however the drilling intersected magnetic granodiorite lithologies and not the anticipated greenstone lithologies (Figure 9). ongoing exploration will be directed towards the magnetic high features in the northern portion of the prospect area and west of the Beautiful Sunday nickel deposit.
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LaKe JohnSton - 375 Km2 The tenements are located approximately 25km south-east of russian mining giant norilsks maggie hays and emily ann nickel sulphide mines (Figure 10). exploration activities and a data review completed by hannans have identified gold in soil anomalies covering a strike extent of ~20 kms. high grade gold mineralisation has been identified in rock chip sampling at the ernest prospect, in rc percussion drilling at the ernest, hardcore and charles prospects and in raB drilling at the richard prospect (Figure 10). exploration activities for gold has been focused within the eastern corridor and includes additional geochemical sampling, gravity surveys, and rc percussion drilling.
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DIRECTORS REPORT
The following is a list of aSx announcements made from 1st July 2010 that relate to the work completed at Lake Johnston by hannans.
Date 4/07/2011 9/02/2011 9/12/2010 2/11/2010 6/09/2010 announcement title Lake Johnston project exploration update Lake Johnston high grade gold Lake Johnston gold project update drilling gold targets at Lake Johnston gold at Lake Johnston
Nickel Sulphide Exploration nickel sulphide exploration will continue along the southern extension of the stratigraphy which is host to the maggie hayes and emily anne deposits. Initial exploration will include surface tem surveys and follow up drilling over any anomalies that are generated from the surveys. The surveys are targeting an area which has not been adequately surveyed with em to date. The corridor covers a strike extent of ~800 metres and includes a thickened portion of the high magnetic ultramafic unit which is host to the maggie hayes deposit to the north (Figure 11). It is anticipated that the survey will be completed before the end of 2011.
Figure 11. Maggie Hayes South Prospect showing planed Moving Loop TEM survey
hannans
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DIRECTORS REPORT
In addition to the survey at maggie hayes south a tem survey is planned for the mt gordon prospect. The recent soil sampling in the area has outlined a significant nickel anomaly which has been
confirmed to be related to ultramafic lithologies (Figure 12). The survey will be completed over the next two months.
Figure 12. Mt Gordon Prospect showing planned moving loop TEM survey
Ernest Prospect rc percussion drilling was completed at the ernest prospect during 2010; 11 holes were completed for 2,580 metres. The drilling intersected mafic and felsic to intermediate intrusive lithologies. minor gold mineralisation was intersected and is associated with quartz veining within mafic lithologies. Best intervals returned are listed below: LJrc025 1m @ 0.97 g/t au (163m) LJrc033 1m @ 7.72 g/t au (83m) The drilling remains very wide spaced however there is no additional exploration activity planned for the prospect in the short term.
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Hardcore Prospect exploration during the year at hardcore included a gravity survey and rc percussion drilling. hannans completed ten rc percussion drill holes at the hardcore prospect during January 2011, testing down dip and along strike of historical high grade gold intersections. Best drilling au intersections includes; hcrc005 1m @ 14.4 g/t au (239m) hcrc005 1m @ 1.71 g/t au (249m) hcrc007 1m @ 2.75 g/t au (232m) hcrc007 1m @ 1.04 g/t au (237m) hcrc007 1m @ 2.45 g/t au (247m) hcrc007 1m @ 1.21 g/t au (281m)
Table 1. Summary of Hardcore drilling assay results
hcrc007 1m @ 1.52 g/t au (286m) hcrc009 1m @ 2.31 g/t au (190m) hcrc009 1m @ 1.28 g/t au (196m) hcrc009 1m @ 1.74 g/t au (204m) hcrc009 4m @ 6.93 g/t au (215m), including 1m @ 21.3 g/t au (215m) hcrc009 - 1m @ 6.34 g/t au (222m) hcrc009 - 3m @ 4.44 g/t au (237m), including 1m @ 11.4 g/t au (237m) hcrc009 - 1m @ 6.77 g/t au (261m) hcrc009 - 1m @ 4.61 g/t au (266m) hcrc009 - 1m @ 1.24 g/t au (286m) hcrc009 - 1m @ 1.28 g/t au (297m))
The high grade gold intercepts are summarised in Table 1. The gold mineralisation has been intersected within a felsic intrusive unit and is associated with quartz veining, minor pyrite and intense silica alteration. The drilling remains wide spaced however the high grade shoot is interpreted to have a strike length of ~100 metres and a steep plunge to the north-west (Figure 13).
HoleiD hcrc001 hcrc002 hcrc003 hcrc004 hcrc005 hcrc005 hcrc006 hcrc007 hcrc007 hcrc007 hcrc007 hcrc007 hcrc008 hcrc009 hcrc009 hcrc009 hcrc009 hcrc009 hcrc009 hcrc009 hcrc009 hcrc009 hcrc009 hcrc009 hcrc010
mGa_north 6407706 6408057 6408711 6408656 6408516 6408516 6408410 6408416 6408416 6408416 6408416 6408416 6408402 6408517 6408517 6408517 6408517 6408517 6408517 6408517 6408517 6408517 6408517 6408517 6408396
mGa_east 285777 285561 284881 284849 285017 285017 285100 285102 285102 285102 285102 285102 285213 285024 285024 285024 285024 285024 285024 285024 285024 285024 285024 285024 285213
Dip -75 -75 -75 -75 -75 -75 -65 -60 -60 -60 -60 -60 -65 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -55
azi 030 030 030 030 030 030 030 030 030 030 030 030 030 030 030 030 030 030 030 030 030 030 030 030 030
From (m) nSa nSa nSa nSa 239 249 nSa 232 237 247 281 286 nSa 190 196 203 215 222 229 237 261 266 286 297 nSa
to (m)
int
au g/t
240 250 233 238 248 282 287 191 197 204 219 223 230 240 262 267 287 298
1 1 1 1 1 1 1 1 1 1 4 1 1 3 1 1 1 1
14.4 1.71 2.75 1.04 2.45 1.21 1.52 2.31 1.28 1.74 6.93 6.34 1.56 4.44 6.77 4.61 1.24 1.28
hannans
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Mt Gordon Prospect The mt gordon prospect area is considered to be a stand out target for gold mineralisation. The prospect includes a large gold anomaly generated from surface auger sampling which covers an area of ~2.5 x 0.5 kms. The anomaly is significantly larger than the geochemical anomaly associated with the hardcore gold mineralisation (Figure 12). hannans have completed a gravity survey and an extensive infill soil sampling program over the area. The results from the sampling are very encouraging and have delineated numerous zones of anomalous gold and nickel with soil samples grading as high as 266 ppb Au and 613 ppm Ni. Bedrock drilling in the area to date is very limited and includes only eight rc percussion holes over the entire prospect area. The best anomaly (edward prospect) extends for ~600 metres along strike and has not been drill tested. rc drilling has been planned to test the highest priority target areas which includes the edward, William, richard and charles anomalies. rc drilling has also been planned to test the highest priority nickel anomaly to the south-east (Figure 12). a total of 6,500 metres of rc drilling has been planned to test these new targets and it is anticipated that the drilling will commence in late august or September 2011 once all approvals have been received.
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Figure 14. Mt Gordon Prospect showing Au in soil anomalies and planned drill locations
hannans
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Queen vIctorIa rocKS 420 Km2 Qvr has been owned 100% by hannans since it listed on the aSx in 2003. The area south-west of coolgardie has attracted significant interest from major nickel miner mincor resources (aSx:mcr) through a joint venture with a junior exploration company. This ground adjoins hannans ground. hannans have completed surface tem surveys at the Benari prospect, as well as the Spargos north, Spargos and Spargos South prospects which have generated a number of anomalies. a number of these anomalies are coincident with geochemical ni and cu anomalies. The surface geochemical data for the entire project has been processed and interpreted, and as a result a number of coincident ni and cu anomalies were identified for follow up exploration activities. Soil sampling has been completed at the horseshoe prospect and rc percussion drilling has been completed at the Benari prospect. Significant effort has been put into improving the drilling database for the project as well as the geological interpretation for the Spargos prospect area. The Spargos prospect exhibits a number of key criteria that are favourable indicators for nickel sulphide mineralising environments, as a result the Spargos prospect remains a key nickel sulphide prospect within the hannans portfolio.
The following is a list of aSx announcements made from 1st July 2010 that relate to the work completed at Queen victoria rocks by hannans.
Date announcement title
13/09/2010 20/07/2010
Benari Prospect a total of twelve rc percussion holes were drilled at the Benari prospect for a total of 2,933 metres. The holes were targeting tem anomalies and geochemical anomalies which were interpreted to be derived from nickel sulphides. The drilling intersected a thick, low to moderate mgo komatiite unit, sedimentary lithologies and late stage intrusive granitic bodies. The stratigraphy in the area appears to be dipping to the west at approximately 60 degrees. The anomalies generated from the surface tem surveys were intersected in the drilling and appear to be related to sulphidic sedimentary units in each instance. two rc percussion holes were drilled below a regolith ni, cu and pge anomaly. a thick low mgo komatiite unit was intersected, however no anomalous ni or cu values were intersected in the drilling. The drilling has not adequately explained the surface and regolith nickel plus copper anomalism and additional exploration work may be required in the area.
hannans
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DIRECTORS REPORT
Spargos Prospect (P15/4964, P15/4965, P15/4966, P15/4967 and E15/971) Significant effort was taken to review the historical data and develop the geological interpretation for the Spargos prospect area, the significant outcomes as a result of the review are listed below: type I disseminated nickel sulphides have been confirmed in the drill core in a number of holes. type II disseminated nickel sulphides have also been confirmed in diamond drill hole Qvd010. The higher mgo lithologies form a thickened portion of the ultramafic sequence, this has been interpreted as a lava channel environment which has strike extent of ~1km. The interpreted basal contact on the eastern side of the channel feature has been observed and validated in drill core as has a distinct basal chill or reaction zone below the contact. The presence of type I and II sulphides within the ultramafic clearly demonstrates that mineralising system is fertile and has the potential to host additional nickel sulphides within the lava pathway The surface tem coverage at the Spargos prospect has been assessed as part of the review. The review determined that the coverage or effectiveness of the surveys over the priority basal contact position were inadequate. a new survey was designed and completed during the year. two large fixed loops were designed and completed to test the basal contact position for a total of 15 line kms. The surveys have detected linear conductive bodies proximal to the basal contact position (Figure 16) the most conductive portion of the anomaly is located in the south-east part of the prospect area (Figure 17). Further interpretation of the geology and tem data is required to better define the drill targets in the area.
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Figure 17. Queen Victoria Rocks Spargos prospect surface TEM image
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DIRECTORS REPORT
JIgaLong 2,972 Km2 Contribution by tom lyons, exploration Geologist The Jigalong project is located in the east pilbara which is rapidly becoming home to major mining companies including Bhp Billiton, rio tinto (ausquest (aSx:aQd) equity partner), cleveland cliffs (ausquest (aSx:aQd) equity partner), Fortescue metals group, hancock prospecting (mineral resources (aSx:mIn) partner) and atlas iron (Warwick resources (aSx:WrK) partner). hannans has retained the base metal, gold and manganese rights within the project. The project has significant potential to include a large manganese resource at the hill 616 prospect and further exploration and technical studies are required to evaluate and realise the economic potential of the resource. hannans has made the strategic decision to transact the manganese rights at Jigalong. The primary reason being that manganese is a specialist bulk commodity that is captive largely to infrastructure solutions such as rail and port facilities (Figure 18). exploration activities conducted over the previous years have also outlined a number of base metal targets within the project area which require follow up exploration; please refer to the diagrams on the following page. The possibility of Jigalong hosting a diverse range of minerals is also considered probable when one considers that the edge of the Sylvania dome hosts iron (BhpB, Warwick resources, Ferraus), gold (Independence group (aSx:Igo)) and copper-lead-zinc (prairie downs (aSx:pdZ)). The Jigalong project wraps around the eastern and southern edge of the Sylvania dome.
The following is a list of aSx announcements made from 1st July 2010 that relate to the work completed at Jigalong by hannans.
Date
announcement title manganese drilling Begins at Jigalong project Jigalong project exploration update new Iron and manganese company
26
DIRECTORS REPORT
hannans ground holding in the area has been considerably increased over the year with the granting of tenement E52/2516 that covers a ~25km area west of the current tenement package and is in prospective for gold. application has also been made for tenement e45/3747 which covers a ~300km area prospective for manganese and base metals mineralization and e52/2695 which
covers a ~360km area of ground flanking the eastern edge of the Sylvania dome, which is highly prospective for both gold and uranium mineralization. Dr Joe Drake-Brockman, a highly experienced manganese geologist, joined the hannans team in a consulting capacity during the year to help advance regional manganese targeting at the
Jigalong project. Joe brings to the team a vast wealth of knowledge in the field of manganese, having worked on numerous projects in the pilbara region, including 8 years with consolidated minerals at their high grade, Woodi Woodi deposits.
hannans
27
DIRECTORS REPORT
Figure 19. Manganese and Base metals prospects in the Jigalong project area
28
DIRECTORS REPORT
a range of exploration activities have been conducted in the area this year as a result of a renewed focus on the Jigalong project. earlier in the year, a comprehensive desktop review and targeting exercise was conducted for the whole project area. The review focussed on the manganese and zinc prospectivity of the project area and as a result a number of new and existing targets were developed and prioritized for field testing. an extensive fieldwork program began in June which included a range of activities such as field checking aerial mn targets, detailed geological mapping and rock chip sampling of surface mn occurrences. as a result of this fieldwork, several existing and new prospects have been identified as high priority drill and follow up targets (Figure 19). Significant extensions to mineralization have been mapped at the existing Hill 616 prospect with these areas returning values up to 39.9% Mn in rock chip sampling. The Dead Camel prospect has been identified as a new high priority drill target with rock chip samples returning values up to 39.7% Mn over a ~2km strike distance. two other high priority target areas were also identified in the northern section of the Jigalong tenements including the Buna/Wadda prospect, which returned values up to 45.2% Mn at surface and the Jig Jig prospect with up to 31.7% Mn at surface. Further field truthing and mapping is required prior to drill testing these two new prospects in the next field season (Figure 19). an infill orientation soil sampling program was also conducted at the mundaroo Zinc prospect as part of the recent fieldwork that was designed to cover an area highly prospective for
base metals. Shallow, broad spaced ac drilling conducted over the prospect in 2009 returned values as high as 1.6% Zn and 25g/t Ag with many of the holes ending in mineralization. The 85 sample program returned further anomalous values up to 691ppm Zn and 385ppm Pb; these results are now being used in conjunction with existing project data to determine the best approach for future base metals exploration at the prospect and over the broader project area. recent review of the historical, broad spaced geochemical data at Jigalong has also helped identify a new base metals anomaly on the southern section of the Jigalong tenements which appears to be in a very similar geological setting to the mundaroo prospect. The anomaly will be followed up with further geochemistry and field work, early in the next field season. a planned +6000 metre combined rc and diamond drilling program will begin in mid-September at the Jigalong project to test mn targets at the hill 616 and dead camel prospects.
hill 616 will be tested initially with a planned 163 rc holes and a further 12 diamond holes. The drilling will aim to test known extensions to mn mineralisation and the data collected will go towards calculating an initial resource estimate (non Jorc compliant), so that a mineral resource report can be compiled. The dead camel prospect will be the next target to be tested with a planned 65 rc holes and a further 6 diamond holes. as this will be the first drilling program at the dead camel prospect, the drilling will be of a more reconnaissance nature and will not aim at defining a resource. The programme is expected to run over a six to seven week period and is set to finish in line with the end of the field season beginning in november. The resulting core from the diamond drilling at both prospects will be used for metallurgical test work to be conducted by metS engineering in perth. exploration activity will increase significantly during the coming field season of 2011. rc percussion and diamond drilling is planned for both the hill 616 and dead camel prospects. exploration for manganese will progress within the northern tenements in form of detailed mapping and field reconnaissance. exploration for base metals will be advanced during 2011 in the form of additional surface geochemistry.
hannans
29
DIRECTORS REPORT
directors
The names and particulars of the directors of the company during or since the end of the financial year are:
mr richard scallan Independent non executive Chairman (appointed 23 may 2002) mr Scallan is a mining engineer with 49 years experience in underground and open cut mining in both Southern africa and australia. mr Scallan was employed by the anglo american corporation of South africa Limited for 26 years before immigrating to australia and joining goldfields Limited in 1981. mr Scallan held positions as general manager, Kundana gold pty Ltd and paddington gold pty Ltd (both owned by goldfields Limited) in Kalgoorlie, Western australia and general manager, rgc Limited renison tin division in Zeehan, tasmania. mr Scallan has managed deep level gold, uranium, nickel, copper, chrome, platinum, mineral sands and tin mines. he is a Fellow of the australian Institute of mining and metallurgy. during the past 3 years mr Scallan has not served as a director of any other aSx listed companies.
mr damian hicks Managing Director (appointed 11 march 2002) mr hicks was a founding director of hannans reward Limited and appointed to the position of managing director on 5 april 2007. he formerly held the position of executive director and company Secretary. mr hicks holds a Bachelor of commerce (accounting and Finance) from the university of Western australia, is admitted as a Barrister and Solicitor of the Supreme court of Western australia, holds a graduate diploma in applied Finance & Investment from FInSIa, a graduate diploma in company Secretarial practice from chartered Secretaries australia and is a graduate member of the australian Institute of company directors. mr hicks is a non-executive director of funds management company, growth equities pty Ltd. during the past 3 years mr hicks has been a director of Scandinavian resources Ltd, which listed on aSx in april 2010.
mr william hicks non-executive Director (appointed 11 march 2002) mr hicks was a founding director of hannans reward Ltd and has been actively involved in the progress and development of a number of well-known exploration companies. he was a director and secretary of Spargos reward gold mines nL and was instrumental in the listing on the aSx of both central Kalgoorlie gold mines nL and maritana gold nL. mr hicks is a Fellow of the australian Institute of company directors and a pharmaceutical chemist. during the past 3 years mr hicks has not served as a director of any other aSx listed companies.
mr Jonathan murray non-executive Director (appointed 22 January 2010) mr murray is a partner at law firm Steinepreis paganin, based in perth, Western australia. Since joining the firm in 1997, he has gained significant experience in advising on initial public offers and secondary market capital raisings, all forms of commercial acquisitions and divestments and providing general corporate and strategic advice. mr murray graduated from murdoch university in 1996 with a Bachelor of Laws and commerce (majoring in accounting). he is also a member of FInSIa (formerly the Securities Institute of australia). during the last 3 years mr murray has been a director of the following aSx listed companies, uS nickel Ltd and Laguna resources Ltd.
30
DIRECTORS REPORT
Joint company secretary
mr ian gregory company Secretary (appointed 5 april 2007) mr gregory holds a Bachelor of Business from curtin university. prior to founding his own business in 2005 mr gregory was the company Secretary of Iluka resources Ltd (6 years), IBJ australia Bank Ltd group (12 years) and the griffin group of companies (4 years). mr gregory is a past chairman of the Western australian branch of the chartered Secretaries australia. mr michael craig Company Secretary (appointed 11 march 2010) mr craig holds a Bachelor of commerce from curtin university and is a chartered accountant. prior to joining hannans as Finance and compliance manager in 2008 mr craig worked for a mid-tier accounting firm for 4 years. at the date of this report the following table sets out the current directors relevant interests in shares and options of hannans reward Ltd and the changes since the 2010 annual report.
Director ordinary Shares current Holding net increase / (Decrease) options over ordinary Shares current Holding net increase / (Decrease)
eXploration manager
mr donald huntly exploration Manager (appointed 20 July 2010) mr huntly is an experienced geologist having held senior exploration positions with major companies including xstrata nickel australasia, Jubilee mines nL, goldfields of South africa (agnew gold operation) and Wmc resources Ltd (Leinster nickel operation). mr huntly played a major role in the discovery of the Sinclair nickel deposit owned by xstrata. he is a member of the australian Institute of geoscientists and is a registered professional geoscientist.
2,000,000 -
during and since the end of the financial year no share options were granted to directorsas part of their remuneration by hannans reward Ltd.
Director number of options Granted number of ordinary Shares under option
2,000,000 -
31
HANNANS
32
DIRECTORS REPORT
remuneration report (audited)
The remuneration report is set out under the following main headings: A. B. C. D. E. Principles used to determine the nature and amount of remuneration Details of remuneration Service agreements Share-based compensation Additional information
The information provided in this remuneration report has been audited as required by section 308(3C) of the Corporations Act 2001.
a.
The remuneration policy, setting the terms and conditions for the executive directors and other senior executives, was developed by the Board. All executives receive a base salary (which is based on factors such as length of service and experience) and superannuation. The Board reviews executive packages annually and determines policy recommendations by reference to executive performance and comparable information from industry sectors and other listed companies in similar industries. The Board may exercise discretion in relation to approving incentives, bonuses and options. The policy is designed to attract and retain the highest calibre of executives and reward them for performance that results in long term growth in shareholder wealth. The Managing Director and executives receive a superannuation guarantee contribution required by the government, which is currently 9% of base salary and do not receive any other retirement benefits. All remuneration paid to directors and executives is valued at the cost to the Group and expensed. Options are valued using the Black-Scholes methodology. The Board policy is to remunerate non-executive directors at market rates for comparable companies for time, commitment and responsibilities. The Board determines payments to the non-executive directors and reviews the remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the Annual General Meeting. Fees for non-executive directors are not linked to the performance of the Company.
The remuneration policy has been tailored to increase the direct positive relationship between shareholders investment objectives and directors and executive performance. Currently, this is facilitated through the issue of options to the directors and executives to encourage the alignment of personal and shareholder interests. The Company believes this policy will be effective in increasing shareholder wealth. The Company currently has no performance based remuneration component built into director and executive remuneration packages.
33
DIRECTORS REPORT
remuneration report (audited) (contd)
B. details of remuneration
Details of remuneration of the directors and key management personnel (as defined in AASB 124 Related Party Disclosures) of Hannans Reward Ltd are set out in the following table. The key management personnel of Hannans Reward Ltd and the Group are the Directors as listed on page 30 and 31. Given the size and nature of operations of Hannans Reward Ltd, there are no other employees who are required to have their remuneration disclosed in accordance with the Corporations Act 2001. The tables below show the 2011 and 2010 figures for remuneration received by the directors and executives. Short term post-employment Superannuation $ prescribed benefits $ equity long service leave $ other benefits (D&o Insurance) (ii) $
2011 directors Richard Scallan Damian Hicks (i) William Hicks Jonathan Murray executives
Bonus $
other benefits $
options $
total $
7,252
5,745
3,400 10,652
10,469 72,328
5,745
2,568 12,840
132,756 531,118
Short term
post-employment Superannuation $
2010 directors Richard Scallan Damian Hicks William Hicks Jonathan Murray executives Michael Craig (iii) (Company Secretary) Total
Bonus $
other benefits $
total $
20,430
27,160
33,689 313,178
1,278 21,708
3,032 56,838
27,160
1,069 13,142
39,068 432,026
i) ii)
Damian Hicks Short Term Other benefits includes $7,252 of unpaid annual leave (2010: $20,430). For accounting purposes Directors & Officers Indemnity Insurance is required to be recorded as remuneration. No director receives any cash benefits, simply the benefit of the insurance coverage.. Appointed on 11 March 2010.
iii)
DIRECTORS REPORT
remuneration report (audited) (contd)
C. service agreements
damian Hicks The Board negotiated an employment agreement for Damian Hicks as Managing Director commencing on 21 December 2009. The remuneration package comprised $230,000 per annum (exclusive of statutory 9% superannuation entitlements), reimbursement of work related expenses, provision of motor vehicle and provision for a performance based bonus as determined by the Board. Either party may terminate the arrangement with three months written notice and payment by the Company of all statutory annual and long service leave entitlements. Mr Hicks salary was increased to $241,500 per annum from 1 July 2010. At the 2007 AGM shareholders approved the issue to Mr Hicks of 3,000,000 unlisted options exercisable at 80 cents each on or before 30 June 2011 (1,000,000), 30 June 2012 (1,000,000) and 30 June 2013 (1,000,000). All the options vested on grant date.
d.
share-based compensation
Options are issued to directors and executives as part of their remuneration. The options are not based on performance criteria, but are issued to align the interests of directors, executives and shareholders. 1,500,000 unlisted options exercisable at 80 cents each on or before 30 June 2011 granted to directors as part of their remuneration expired at the end of the year. No options were granted to directors or executives, or were exercised, or vested during the year.
e.
additional information
Performance income as a proportion of total compensation No performance based bonuses have been paid to directors or executives during the financial year. directors Meetings The following tables set information in relation to Board meetings held during the financial year.
Board Member Richard Scallan William Hicks Damian Hicks Jonathan Murray
attended 5 5 5
total 8 8 8
Board Meetings 9 August 2010 28 October 2010 13 December 2010 15 February 2011 14 March 2011
35
DIRECTORS REPORT
Projects
The Projects are constituted by the following tenements: project FOrresTanIa Skeleton Rocks Prospect tenement number E77/1695 E77/1705 E77/1715 E77/1718 E77/1719 E77/1724 E77/1725 E77/1783 E77/1784 E77/1785 E77/1327 E77/1354-I E77/1406-I E77/1430-I E77/1431 E77/1655 E77/1696 E77/1707 E77/1716 M77/544 M77/693 M77/812-I P77/3582 P77/3583 P77/3584 P77/3585 P77/3586 P77/3587 P77/3588 P77/3607-I P77/3613 P77/3762 P77/3763-I P77/3848-I P77/3849-I P77/3850 P77/3851-I P77/3852 P77/3853 P77/3854-I P77/3855-I P77/3856 P77/3943 P77/3944 P77/3945 P77/3998 P77/3999 P77/4000 P77/4001 P77/4002 P77/4003 P77/4004 P77/4005 P77/4006 P77/4007 P77/4008 P77/4009 E77/1512-I E77/1568 Interest % 100 100 100 100 100 100 100 100 100 100 80 80 80 85 85 100 100 100 100 Nil 85 85 80 80 80 80 80 80 80 80 80 80 80 85 85 85 85 85 85 85 85 85 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 note project sUndaY tenement number L37/149 M37/389 P37/7145 P37/7163 P37/7164 P37/7166 P37/7167 E63/1091 E63/1206 E63/1207 E63/1327 E63/1354 E63/1365 E63/1423 P63/1473 P63/1474 P63/1475 P63/1476 P63/1477 P63/1478 P63/1479 P63/1664 P63/1800 E15/734 E15/755 E15/913 E15/921 E15/971 E15/1234 P15/4964 P15/4965 P15/4966 P15/4967 P16/2691 P16/2692 E52/1812-I E52/1813-I E52/1819-I E52/2060-I E52/2150-I E52/2218-I E69/2235-I E52/2516 E46/780 Interest % 90 90 90 90 90 90 90 100 100 100 100 100 100 100 90 90 90 90 90 90 90 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 note 1 1 1 1 1 1 1
LaKe JOHnsTOn
Stormbreaker Prospect
1 1 1 1 1
2 1,3 1,3 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1
1 1 1 1 1 1 1
JIGaLOnG
4 4 4 4 4 4 4
notes 1. Partner free-carried by Hannans to BFS 2. Hannans have gold rights only 3. St Barbara Mines have 100% of gold rights only 4. Iron rights owned by Atlas Iron Ltd Tenement number I Tenement approved for iron exploration
DIRECTORS REPORT
Projects (cont'd)
Applications for tenements controlled by Hannans Reward Ltd are as follows: project FOrresTanIa Skeleton Rocks Prospect tenement number E77/1846 E77/1919 E77/1934 E77/1935 E77/1950 E77/1951 E77/1959 P77/4048 P77/4049 P77/4050 P77/4051 E77/1764 E77/1867 E77/1955 E77/1960 P77/4010 P77/4011 P77/4012 P77/4013 P77/4014 P77/4062 E77/1866 P77/4035 E63/1422 E63/1429 E63/1449 E15/1267 E15/1278 E15/1303 P16/2690 E52/2397 E45/3747 E52/2695
Stormbreaker Prospect
JIGalonG
37
DIRECTORS REPORT
Capital
The Hannans Reward Ltd issued capital is as follows:
Ordinary Fully Paid shares At the date of this report there are the following number of Ordinary fully paid shares number of shares Ordinary fully paid shares
131,648,715
shares Under Option At the date of this report there are 5,000,000 unissued ordinary shares in respect of which options are outstanding. number of options Balance at the beginning of the year Movements of share options during the year and to the date of this report Issued at 20 cents, expiring 20 July 2013 Issued at 75 cents, expiring 20 July 2013 Issued at $1, expiring 20 July 2013 Issued at 20 cents, expiring 30 June 2013 Expired at 40 cents on 31 December 2010 Expired at 50 cents on 31 December 2010 Expired at 80 cents on 30 June 2011 Expired at 20 cents on 31 July 2011 Total number of options outstanding at the date of this report 300,000 300,000 300,000 2,000,000 (1,717,867) (500,000) (2,250,000) (2,000,000) 5,000,000 8,567,867
The balance is comprised of the following: Date options issued 1 November 2007 1 November 2007 24 July 2009 23 August 2010 23 August 2010 23 August 2010 1 July 2011 expiry date 30 June 2012 30 June 2013 30 June 2012 20 July 2013 20 July 2013 20 July 2013 30 June 2013 exercise price (cents) 80 80 40 20 75 100 20 number of options 1,000,000 1,000,000 100,000 300,000 300,000 300,000 2,000,000 5,000,000
No person entitled to exercise any option referred to above has had, by virtue of the option, a right to participate in any share issue of any other body corporate.
DIRECTORS REPORT
Capital (cont'd)
substantial shareholders Hannans Reward Ltd has the following substantial shareholders as at 27 September 2011: name JP Morgan Nominees Australia Limited <Cash Income A/C> Marfield Pty Ltd number of shares 11,168,023 8,724,543 percentage of issued capital 8.48% 6.63%
range of shares as at 27 september 2011 range 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - 9,999,999 Total total Holders 76 293 310 916 185 1,780 units 28,064 1,036,540 2,661,703 34,293,744 93,628,664 131,648,715 % Issued Capital 0.02 0.79 2.02 26.05 71.12 100.00
Unmarketable Parcels as at 27 september 2011 Minimum parcel size Minimum $ 500.00 parcel at $ 0.16 per unit Minimum parcel size 3,704 Holders 232 units 422,082
39
DIRECTORS REPORT
Capital (cont'd)
rank
name JP Morgan Nominees Australia Limited <Cash Income A/C> Marfield Pty Limited Aust Global Resources Pty Ltd Mr Damian Peter Hicks Eric Preston Pty Ltd Mossisberg Pty Ltd Dixon International Pty Ltd HSBC Custody Nominees (Australia) Limited Navigator Australia Ltd <Navigator Pers Plan Sett A/C> Kanaslex Pty Limited Ms Susan Eileen Dechow Bonord Pty Ltd <CW Hulls & CO S/F A/C> Mr Terrence Ronald Grammer Susern Holdings Pty Ltd Mandies Meats Pty Ltd <Number 2 Account> Ms Mara Jane Rudd Mr Terrence Ronald Grammer Jigalong Community Inc/C Mr David Milorad Novac & Ms Cathy Lee Sheehan <Shevac Super Fund A/C> Nijinsky Corporation Pty Ltd
units 11,168,023 8,724,543 3,636,363 3,554,697 2,600,000 2,296,296 2,075,720 1,748,200 1,608,989 1,548,296 1,500,001 1,500,000 1,500,000 1,500,000 1,497,000 1,400,000 1,390,000 1,306,500 1,206,346 1,200,600 52,961,574
% of Issued Capital 8.48 6.63 2.76 2.70 1.97 1.74 1.58 1.33 1.22 1.18 1.14 1.14 1.14 1.14 1.14 1.06 1.06 0.99 0.92 0.91 40.23
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20
DIRECTORS REPORT
Financial Review
The Group began the financial year with cash reserves of $4,584,746. During the year total exploration expenditure incurred by the Group amounted to $4,432,070. In line with the Groups accounting policies, all exploration expenditure was expensed as incurred. Net administration expenditure incurred amounted to $1,259,430. This has resulted in an operating loss after income tax for the year ended 30 June 2011 of $1,845,727 (2010: $1,683,821 profit). As at 30 June 2011 cash and cash equivalents totalled $570,840. summary of 5 Year Financial Information as at 30 June
2011 Cash and cash equivalents Exploration expenditure expensed No of issued shares No of options Share price Market capitalisation (Undiluted) 570,840 (4,432,070) 131,648,715 5,000,000 $0.17 22,380,282
Date 8 February 2011 2, 5, 7, 8, 19, 21, 22, 23 July 2010 24, 27, 31 August 2010 21, 23 ,24, 27, 28 June 2011
Latest
$0.13
29 September 2011
41
DIRECTORS REPORT
Announcements
asX announcements for the year
Date 29/09/2011 15/09/2011 2/09/2011 1/08/2011 29/07/2011 29/07/2011 20/07/2011 6/07/2011 4/07/2011 1/07/2011 28/06/2011 27/06/2011 17/06/2011 13/05/2011 2/05/2011 14/03/2011 9/02/2011 7/02/2011 31/01/2011 31/01/2011 20/01/2011 4/01/2011 9/12/2010 18/11/2010 18/11/2010 2/11/2010 29/10/2010 13/10/2010 13/10/2010 12/10/2010 30/09/2010 13/09/2010 6/09/2010 23/08/2010 29/07/2010 29/07/2010 20/07/2010 20/07/2010 20/07/2010
announcement Title Investor Presentation Manganese Drilling Begins at Jigalong Project Forrestania Project Commencement of RC Percussion Drilling Unlisted Options 4th Quarter Cashflow Report 4th Quarter Activities Report Forrestania Project Exploration Update Jigalong Project Exploration Update Lake Johnston Project Exploration Update Unlisted Options AMEC 2011 Presentation New Iron and Manganese Company Investor Presentation RIU Sydney Presentation 3rd Quarter Reports Financial Report for the Half Year Lake Johnston High Grade Gold Investor Presentation 2nd Quarter Cashflow Report 2nd Quarter Activities Report Forrestania Project Update Securities Trading Policy Lake Johnston Gold Project Update 2010 AGM Results 2010 AGM Presentation Drilling gold targets at Lake Johnston 1st Quarter Cashflow Report Annual Report 2010 Notice of Meeting 2010 AGM 1st Quarter Activities Report Annual Report 2010 RC drilling QVR Nickel Targets Gold at Lake Johnston Appendix 3B Option issue 4th Quarter Cashflow Report 4th Quarter Activities Report QVR Project Update Forrestania Project Update Appointment of Exploration Manager
DIRECTORS REPORT
Corporate Structure
The corporate structure of the Hannans Reward Limited group is as follows:
43
DIRECTORS REPORT
Compliance
Corporate Governance Statement
The Board of Directors is responsible for the corporate governance of the Company. The Board guides and monitors the business affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable. The ASX document Corporate Governance Principles and Recommendations 2nd Edition published by the ASX Corporate Governance Council applies to listed entities with the aim of enhancing the credibility and transparency of Australias capital markets. The Principles and Guidelines can be viewed at www.asx.com.au. The Board has assessed the Groups current practice against the Guidelines and other than the matters specified below under If Not, Why Not Disclosure, all the best practice recommendations of the ASX Corporate Governance Council have been applied. In relation to departures by the Company from the best practice recommendations, Hannans makes the following comments:
principle 1:
Companies should disclose the process for evaluating the performance of senior executives
Evaluation of the Board is carried out on a continuing and informal basis. The Company will put a formal process in place as an when the level of operations justifies it.
principle 2:
2.4
2.5
Companies should disclose the process for evaluating the performance of the Board its committees and individual directors.
Evaluation of the Board is carried out on a continuing and informal basis. The Company will put a formal process in place as and when the level of operations justifies it.
principle 4:
The Board should establish an Audit Committee The audit committee should be structured so that it: consists of only non-executive directors, consists of a majority of independent directors, is chaired by an independent chair who is not chair of the Board and has at least three members The audit committee should have a formal charter
The Board considers that due to the size and complexity of the Groups affairs it does not merit the establishment of a separate audit committee. Until the situation changes the Board of Hannans Reward will carry out any necessary audit committee functions.
4.3
principle 8:
DIRECTORS REPORT
Compliance (cont'd)
Independent Professional advice Directors of the Company are expected to exercise considered and independent judgement on matters before them and may need to seek independent professional advice. A director with prior written approval from the Chairman may, at the Groups expense obtain independent professional advice to properly discharge their responsibilities.
Board Composition The Board consists of an Independent Chairman, Non-executive Directors and Managing Director. Details of their skills, experience and expertise and the period of office held by each director have been included in the Directors Report. The number of Board meetings and the attendance of the directors are set out in the Directors Report. The Board will decide on the choice of any new director upon the creation of any new Board position and if any casual vacancy arises. Decisions to appoint new directors will be minuted. The Board considers that due to the size and complexity of the Groups affairs it does not merit the establishment of a separate nomination committee. Until the situation changes the Board of Hannans Reward will carry out any necessary nomination committee functions.
share Trading Policy Directors, officers and employees are prohibited from dealing in Hannans Reward shares when they possess inside information. The Board is to be notified promptly of any trading of shares in the Company by any Director or officer of the Company.
significant Changes in state of affairs Other than those disclosed in this annual report no significant changes in the state of affairs of the Group occurred during the financial year.
significant events after the Balance date No matters or circumstances besides those disclosed at note 27, have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Group, the results of those operations, or state of affairs of the Group in future financial years.
Likely developments and expected results The Group expects to maintain the present status and level of operations and hence there are no likely developments in the Groups operations.
environmental regulation and Performance The Group is subject to significant environmental regulation in respect to its exploration activities.
45
DIRECTORS REPORT
Compliance (cont'd)
The Group aims to ensure the appropriate standard of environmental care is achieved, and in doing so, that its aware of and is in compliance with all environmental legislation. The directors of the Group are not aware of any breach of environmental legislation for the year under review.
Insurance of directors and Officers During or since the financial year, the Company has had premiums insuring all the directors of Hannans Reward Ltd against costs incurred in defending conduct involving: a) A wilful breach of duty b) A contravention of sections 182 or 183 of the Corporations Act 2001, as permitted by section 199B of the Corporations Act 2001. The total amount of insurance contract premiums paid is $12,840.
dividends No dividends were paid or declared during the financial year and no recommendation for payment of dividends has been made.
non-audit services During the year Stantons International or any of its associated entities did not provide any non-audit services to the Group.
Competent Person statement The information in this document that relates to exploration results is based on information compiled by Mr Donald Huntly, Consulting Geologist who is a Full Member of the Australian Institute of Geoscientists and a Registered Professional Geoscientist. Mr Huntly is a full-time employee of Hannans Reward Ltd. Mr Huntly has sufficient experience, which is relevant to the style of mineralisation and types of deposits under consideration and to the activity which has been undertaken to qualify as a Competent Person as defined by the 2004 edition of the Australian Code for the Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Huntly consents to the inclusion in the report of the matters based on the information in the form and context in which it appears.
auditors independence declaration The auditors independence declaration as required under section 307C of the Corporations Act 2001 is included on page 47.
Signed in accordance with a resolution of the Directors made pursuant to s 298(2) of the Corporations Act 2001. On behalf of the Directors
damian Hicks Managing Director Perth, Western Australia this 30th day of September 2011
47
directors Declaration
The Directors declare that: (a) (b) in the Directors opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; in the Directors opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with Australian Accounting Standards and International Financial Reporting Standards as disclosed in note 1 and giving a true and fair view of the financial position and performance of the consolidated entity for the financial year ended on that date; and the audited remuneration disclosures set out in the directors report comply with Accounting Standard AASB 124 Related Party Disclosures and the Corporations Act and Regulations 2001. the Directors have been given the declarations required by s.295A of the Corporations Act 2001 for the financial year ended 30 June 2011.
(c) (d)
Signed in accordance with a resolution of the Directors made pursuant to s.295(5) of the Corporations Act 2001.
49
note Revenue Other income Gain on disposal of shares Total revenue 4(a) 4(b) 4(c)
Employee and contractors expenses Depreciation expense Consultants expenses Occupancy expenses Marketing expenses Exploration and evaluation expenses Other expenses (Loss)/Income from continuing operations before income tax expense/ benefit Income tax expense/benefit (Loss)/Income from continuing operations attributable to members of the parent entity Other comprehensive income for the year Net fair value gains on available for sale assets net of deferred taxation Net change in fair value of available for sale assets transferred to profit and loss Total comprehensive income for the year 5
net (loss)/income attributable to the parent entity Total (loss)/income attributable to the parent entity
(1,845,727) 4,269,636
1,683,821 13,186,380
(Loss)/Profit per share: Basic (cents per share) Diluted (cents per share) The accompanying notes form part of the financial statements 20 20 (1.40) (1.40) 1.38 1.38
51
note Current assets Cash and cash equivalents Trade and other receivables Other financial assets Total current assets 28(a) 9 10
2011 $
2010 $
non-current assets Other receivables Property, plant and equipment Other financial assets Total non-current assets TOTaL asseTs Current liabilities Trade and other payables Provisions Other financial liabilities Total current liabilities non-current liabilities Deferred tax liability Provisions Other financial liabilities Total non-current liabilities TOTaL LIaBILITIes neT asseTs equity Issued capital Reserves Accumulated losses TOTAL EQUITY 17 18 19 20,135,891 18,876,128 (13,908,454) 25,103,565 20,135,891 12,717,661 (12,062,727) 20,790,825 15 5 16 32,906 3,280,989 76,340 3,390,235 3,809,481 25,103,565 27,160 943,816 970,976 1,741,983 20,790,825 14 15 16 332,902 66,258 20,086 419,246 718,367 52,640 771,007 11 12 13 212,225 162,022 300,000 674,247 28,913,046 209,225 81,724 300,000 590,949 22,532,808
attributable to equity holders ordinary Shares $ 20,135,891 option reserve $ 1,215,102 other accumulated reserves losses $ $ 11,502,559 (12,062,727) total equity $ 20,790,825
Total comprehensive income Loss for the year Other comprehensive income for the year Total comprehensive income for the year 6,115,363 6,115,363 (1,845,727) (1,845,727) (1,845,727) 6,115,363 4,269,636
Transactions with owners recorded direct to equity Issue of options Total transactions with owners Balance as at 30 June 2011 20,135,891 43,104 43,104 1,258,206 17,617,922 (13,908,454) 43,104 43,104 25,103,565
attributable to equity holders ordinary Shares $ 13,906,008 option reserve $ 1,089,099 other reserves $ accumulated losses $ (13,746,548) total equity $ 1,248,559
Total comprehensive income Profit for the year Other comprehensive income for the year Total comprehensive income for the year 11,502,559 11,502,559 1,683,821 1,683,821 1,683,821 11,502,559 13,186,380
Transactions with owners recorded direct to equity Issue of shares Issue of options Shares issue expenses Total transactions with owners Balance as at 30 June 2010 6,555,660 (325,777) 6,229,883 20,135,891 126,003 126,003 1,215,102 11,502,559 (12,062,727) 6,555,660 126,003 (325,777) 6,355,886 20,790,825
53
note Cash flows from operating activities Receipts from customers Payments for exploration and evaluation Payments to suppliers and employees Interest received Proceeds on sale of mineral rights net cash used in operating activities Cash flows from investing activities Payment for investment securities Proceeds on sale of investment securities Amounts advanced to related parties Amounts advanced to outside entities Payment for property, plant and equipment Repayment of loans from outside entities net cash provided by/(used in) investing activities Cash flows from financing activities Proceeds from issues of equity securities Proceeds from exercise of options Payment for share issue costs Payment of finance lease liabilities net cash (used in)/provided by financing activities net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Cash and cash equivalents at the end of the financial year 28(a) 17 17 17 26(d) 28(b)
2011 $
2010 $
(32,399) 4,224,710 (2,360,484) (24,276) 1,807,551 (23,497) (23,497) (4,013,906) 4,584,746 570,840
(336,875) 217,614 (300,000) (102,171) (67,864) 445,757 (143,539) 5,521,660 700,000 (325,777) 5,895,883 (3,557,320) 1,027,426 4,584,746
1.
General information
Hannans Reward Limited (the Company) is a listed public Company, incorporated in Australia. The Groups registered office and its principal place of business are as follows:
PRINCIPAL PLACE OF BUSINESS Ground Floor 28 Ord Street West Perth WA 6005
2.
(a)
Basis of preparation
The financial report has been prepared on an accruals basis and is based on historical cost, except for certain financial assets and liabilities which are carried at fair value. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise noted. The accounting policies set out below have been applied in preparing the financial statements for the year ended 30 June 2011 and the comparative information presented in these financial statements for the year ended 30 June 2010.
(b)
AASB 2009-5 Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project (AASB 5, 8, 101, 107, 117, 118, 136, and 139) AASB 2010-3 Amendments to Australian Accounting Standards arising from the Annual Improvements Project (AASB 3, 7, 121, 128, 131, 132 and 139) AASB Interpretation 19 Extinguishing Financial Liabilities with Equity Instruments and AASB 2009-13 Amendments to Australian Accounting Standards arising from Interpretation 19.
The adoption of these amendments has not resulted in any changes to the Groups accounting and is unlikely to affect future periods.
55
2.
(d)
employee benefits
Provision is made for benefits accruing to employees in respect of wages and salaries and annual leave when it is probable that settlement will be required and they are capable of being measured reliably. Liabilities recognised in respect of employee benefits expected to be settled within 12 months, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement. Liabilities recognised in respect of employee benefits which are not expected to be settled within 12 months are measured as the present value of the estimated future cash outflows to be made by the entity in respect of services provided by employees up to reporting date.
(e)
Financial assets
Investments are recognised and derecognised on trade date where purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value, net of transaction costs. Subsequent to initial recognition, investments in subsidiaries are measured at cost. Other financial assets are classified into the following specified categories: financial assets at fair value through profit or loss, available-for-sale financial assets, and loans and receivables. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. available-for-sale financial assets Shares and options held by the consolidated entity are classified as being available-for-sale and are stated at fair value less impairment. Gains and losses arising from changes in fair value are recognised directly in the available-for-sale revaluation reserve, until the investment is disposed of or is determined to be impaired, at which time the cumulative gain or loss previously recognised in the available-for-sale revaluation reserve is included in profit or loss for the period. Financial assets at fair value through profit or loss The consolidated entity classifies certain shares as financial assets at fair value through profit or loss. Financial assets held for trading purposes are classified as current assets and are stated at fair value, with any resultant gain or loss recognised in profit or loss. Loans and receivables Trade receivables, loans, and other receivables are recorded at amortised cost less impairment.
(f)
2.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows.
(h)
Impairment of assets
At each reporting date, the consolidated entity reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the consolidated entity estimates the recoverable amount of the cash-generating unit to which the asset belongs. Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually and whenever there is an indication that the asset may be impaired. Recoverable amount 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 for which the estimates of future cash flows have not been adjusted. Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) 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 (cash-generating unit) in prior years. A reversal of an impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value, in which case the reversal of the impairment loss is treated as a revaluation increase.
(i)
Tax
Current tax Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or refundable). deferred tax Deferred tax is accounted for using the comprehensive statement of financial position liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax base of those items. In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising from goodwill. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, branches, associates and joint ventures except where the entity is able to control the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with these investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
Hannans reward annual report 2011 57
2.
(j)
Intangible assets
exploration and evaluation expenditure Exploration, evaluation and development expenditure incurred may either be expensed immediately to the profit and loss or be accumulated in respect of each identifiable area of interest. These costs are carried forward only if they relate to an area of interest for which rights of tenure are current and in respect of which: (i) such costs are expected to be recouped through successful development and exploitation or from sale of the area; or (ii) exploration and evaluation activities in the area have not, at balance date, reached a stage which permit a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active operations in, or relating to, the area are continuing. Accumulated costs in respect of areas of interest which are abandoned are written off in full against profit in the year in which the decision to abandon the area is made. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Notwithstanding the fact that a decision not to abandon an area of interest has been made, based on the above, the exploration and evaluation expenditure in relation to an area may still be written off if considered appropriate to do so.
(k)
Joint ventures
Jointly controlled assets and operations Interests in jointly controlled assets and operations are reported in the financial statements by including the entitys share of assets employed in the joint ventures, the share of liabilities incurred in relation to the joint ventures and the share of any expenses incurred in relation to the joint ventures in their respective classification categories. Jointly controlled entities Interests in jointly controlled entities are accounted for under the equity method in the consolidated financial statements and the cost method in the Company financial statements.
(l)
Operating cycle
The operating cycle of the entity coincides with the annual reporting cycle.
2.
(n)
Presentation currency
The entity operates entirely within Australia and the presentation currency is Australian dollars.
(o)
Principles of consolidation
The consolidated financial statements are prepared by combining the financial statements of all the entities that comprise the consolidated entity, being the Company (the parent entity) and its subsidiaries as defined in Accounting Standard AASB 127 Consolidated and Separate Financial Statements. A list of subsidiaries appears in note 25 to the financial statements. Consistent accounting policies are employed in the preparation and presentation of the consolidated financial statements. On acquisition, the assets, liabilities and contingent liabilities of a subsidiary are measured at their fair values at the date of acquisition. Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognised as goodwill. If, after reassessment, the fair values of the identifiable net assets acquired exceeds the cost of acquisition, the deficiency is credited to profit and loss in the period of acquisition. The interest of minority shareholders is stated at the minoritys proportion of the fair values of the assets and liabilities recognised. The consolidated financial statements include the information and results of each subsidiary from the date on which the Company obtains control and until such time as the Company ceases to control such entity. In preparing the consolidated financial statements, all intercompany balances and transactions, and unrealised profits arising within the consolidated entity are eliminated in full.
(p)
(q)
Provisions
Provisions are recognised when the consolidated entity has a present obligation, the future sacrifice of economic benefits is probable, and the amount of the provision can be measured reliably. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cashflows estimated to settle the present obligation, its carrying amount is the present value of those cashflows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that recovery will be received and the amount of the receivable can be measured reliably.
Hannans reward annual report 2011 59
2.
(s)
share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant. Fair value is measured by use of the Black and Scholes model or binomial model. The expected life used in the model has been adjusted, based on managements best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the entitys estimate of shares that will eventually vest. For cash-settled share-based payments, a liability equal to the portion of the goods or services received is recognised at the current fair value determined at each reporting date.
(t)
3.
2011 $
2010 $
4.
Interest revenue
-Bank -Loans -Other 219,274 92,872 8,768 320,914 173,112 18,117 191,229
(b)
Other Income
Service fees Equity settled loan brokering fees Sale of mineral rights 68,586 121,186 189,772 42,638 5,250,000 5,292,638
(c)
Proceeds on disposal of shares Less: Carrying fair value of shares (net of broker fees) Transfer to income the fair value reserve of shares sold
(d)
47,844
14,044
Operating lease rental expenses: Minimum lease payments Employee benefit expense includes: Post employment benefits: Defined contribution plans Share-based payments: Equity settled share-based payments 43,104 126,003 103,591 79,033 62,037 80,083
61
2011 $
2010 $
5.
Income taxes
Income tax recognised in profit or loss Tax expense comprises:
Current tax expense Deferred tax expense relating to the origination and reversal of temporary differences Total tax expense The prima facie income tax expense on pre-tax accounting loss from operations reconciles to the income tax expense in the financial statements as follows: (Loss)/Income from operations Income tax benefit calculated at 30% Effect of expenses that are not deductible in determining taxable profit Effect of unused tax losses and tax offsets not recognised as deferred tax assets Income tax attributable to operating loss The tax rate used in the above reconciliation is the corporate tax rate of 30% payable by Australian corporate entities on taxable profits under Australian tax law. There has been no change in the corporate tax rate when compared with the previous reporting period. (1,845,727) (553,718) 15,922 537,796 1,683,821 505,146 139,704 (644,850)
158,267 158,267
5.
6.
(b)
The aggregate compensation made to key management personnel of the Company and the Group is set out below 2011 $ Short-term employee benefits Post-employment benefits Other long term benefits 440,205 72,328 18,585 531,118 2010 $ 362,046 56,838 13,142 432,026
The compensation of each member of the key management personnel of the Group is set out in the Directors Remuneration report on pages 33 to 35.
7.
Share-based payments
The Company has an ownership-based compensation arrangement for employees of the Group. Each option issued under the arrangement converts into one ordinary share of Hannans Reward Limited on exercise. No amounts are paid or payable by the recipient on receipt of the option. Options neither carry rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry. The number of options granted is at the sole discretion of the Directors. Incentive options issued to Directors (executive and non-executive) are subject to approval by shareholders and attach vesting conditions as appropriate.
63
7.
30 July 2009 1 November 2007 24 July 2009 1 November 2007 23 August 2010 23 August 2010 23 August 2010
31 July 2011 30 June 2012 30 June 2012 30 June 2013 20 July 2013 20 July 2013 20 July 2013
Details of options over ordinary shares in the Company provided as remuneration to each director during the year are set out below. When exercisable, each option is convertible into one ordinary share. Further information on the options are set out in note 26. number of options granted during the year number of options vested during the year number of options expired during the year
name
directors
Richard Scallan Damian Hicks William Hicks Jonathan Murray 250,000 1,000,000 250,000
The input into the model in respect of options granted this year to employees are as follows: option series Inputs into the model Grant date share price Exercise price Expected volatility Option life Dividend yield Risk-free interest rate 20 July 2013 17 cents 20 cents 100% 35 months Nil 4.47% 20 July 2013 17 cents 75 cents 100% 35 months Nil 4.47%
20 July 2013
7.
Balance at beginning of the financial year Granted during the financial year Expired during the financial year (i) Exercised during the financial year (ii) Balance at end of the financial year (iii) Exercisable at end of the financial year
(i)
expired during the financial year During the year a total of 4,467,867 options over ordinary shares expired, comprised of the following: 500,000 50 cent options expiring on 31 December 2010; 1,717,867 40 cent options expiring on 31 December 2010; and 2,250,000 80 cent options expiring on 30 June 2011.
(ii)
exercised during the financial year During the previous year a total of 3,500,000 options over ordinary shares were exercised, comprising of the following: 3,000,000 20 cent options expiring on 31 March 2010 to raise $600,000 of which $300,000 relate to the loan in note 26(d); and 500,000 20 cent options expiring on 30 April 2010 to raise $100,000. No options were exercised in the current year
(iii)
Balance at end of the financial year The share options outstanding at the end of the financial year had a weighted average exercise price of $0.53 (2010: $0.56) and a weighted average remaining contractual life of 1.03 years (2010: 1.25 years). 2011 $ 2010 $
8.
remuneration of auditors
Audit or review of the financial report 31,831 31,831 The auditor of Hannans Reward Ltd is Stantons International. 32,571 32,571
9.
2011 $
2010 $
10.
(i)
Wholly owned subsidiary, HR Equities Pty Ltd (lender), has entered into a convertible note loan agreement with Kiruna Iron AB (a wholly owned subsidiary of Scandinavian Resources Ltd) to loan $2.5 million to be drawn down as and when required with interest payable at 12.5% per annum. The loan and interest is required to be repaid on or before 15 December 2011 and the lender has first mortgage over the assets of Scandinavian Resources Ltd. The lender may at any time convert the amount drawn down into fully paid ordinary shares at a rate of 3 shares for every dollar drawn down. As a fee, the lender has been issued with 1 million Scandinavian Resources Ltd options exercisable at 20 cents per option on or before 31 October 2012. Excluding interest a total of $2,345,000 of the loan has been drawn down at 30 June 2011. Interest income recognised in the year amounted to $74,871. The lender entered into a second convertible note loan agreement with Scandinavian Resources Ltd to loan $1.25 million to be drawn down as and when required with interest payable at 12.5% per annum. The loan and interest are required to be repaid on or before 1 February 2012 and the lender has first mortgage over the assets of Scandinavian Resources Ltd. The lender may at its election at any time convert the amount drawn down into fully paid ordinary shares at a rate of 1.5 shares for every dollar drawn down. As a fee the lender has been issued with 500,000 Scandinavian Resources Ltd options exercisable at 40 cents per option on or before 15 December 2012. No funds had been drawn down in respect of the second loan as at 30 June 2011.
(ii)
On the 13 December 2010 HR Equities Pty Ltd along with SR Equities Pty Ltd (a wholly owned subsidiary of Scandinavian Resources Ltd) incorporated Resources & Rewards Pty Ltd, each being issued 1 share at $1 each. The purpose of the company is to investigate potential new mineral fields with funding coming equally from its shareholders. The loan is interest free with no fixed repayment terms. Investments in listed entities include the following: a) 6,401,334 ordinary fully paid shares in Atlas Iron Ltd b) 1,835,001 ordinary fully paid shares in Scandinavian Resources Ltd c) 1,250,001 unlisted options exercisable at 20 cents on or before 31 October 2012 in Scandinavian Resources Ltd d) 500,000 unlisted options exercisable at 40 cents on or before 15 December 2012 in Scandinavian Resources Ltd e) 20,000 ordinary fully paid shares in Brighton Mining Group Ltd f) 20,000 ordinary fully paid shares in Lithex Resources Ltd g) 125,000 ordinary fully paid shares in Naracoota Resources Ltd
(iii)
2011 $
2010 $
total $
accumulated depreciation and impairment Balance at 1 July 2009 Depreciation expense Balance at 1 July 2010 Depreciation expense Balance at 30 June 2011 18,774 18,774 55,893 13,874 69,767 28,846 98,613 170 170 224 394 55,893 14,044 69,937 47,844 117,781
net book value As at 30 June 2010 As at 30 June 2011 85,092 72,792 68,222 8,932 8,708 81,724 162,022
2011 $ Aggregate depreciation allocated, whether recognised as an expense or capitalised as part of the carrying amount of other assets during the year: Motor vehicles Office furniture and equipment Building 18,774 28,846 224 47,844
2010 $
Motor vehicles are pledged as security for related finance lease liabilities as disclosed in note 16.
67
2011 $
2010 $
15. provisions
Current Employee benefits 66,258 66,258 non-current Employee benefits 32,906 32,906 27,160 27,160 52,640 52,640
Fully paid ordinary shares carry one vote per share and carry the right to dividends. 2011 $ 2010 $
18. reserves
Balance at the beginning of the financial year Option reserve Available for sale revaluation reserve Deferred tax liabilities Balance at the end of the financial year share options As at 30 June 2011, options over 5,000,000 ordinary shares in aggregate are as follows:
number of shares
Issuing entity Hannans Reward Ltd Hannans Reward Ltd Hannans Reward Ltd Hannans Reward Ltd Hannans Reward Ltd Hannans Reward Ltd Hannans Reward Ltd
under option
Class of shares
20 cents each 80 cents each 40 cents each 80 cents each 20 cents each 75 cents each 100 cents each
31 July 2011 30 June 2012 30 June 2012 30 June 2013 20 July 2013 20 July 2013 20 July 2013
Share options are all unlisted, carry no rights to dividends and no voting rights. No options were exercised during the year.
69
2011 $
2010 $
Basic earnings per share The earnings and weighted average number of ordinary shares used in the calculation of basic earnings per share are as follows: 2011 $ Earnings (1,845,727) 2010 $ 1,683,821
2011 no. Weighted average number of ordinary shares for the purposes of basic earnings per share 131,648,715
The rights of options held by option holders have not been included in the weighted average number of ordinary shares for the purposes of calculating diluted EPS as they do not meet the requirements for inclusion in AASB 133 Earnings per Share. The rights of options are non-dilutive as the exercise prices are higher than the Companys share price at 30 June 2011 and the Company has also incurred a loss for the year.
2011 $
2010 $
Future minimum rentals payable under non-cancellable operating leases as at 30 June 2011 are as follows: Not longer than 1 year Longer than 1 year and not longer than 5 years Longer than 5 years 28,714 28,714 The Group has a non-cancellable office lease, expiring within 0.6 years and with rent payable monthly in advance. 47,340 28,196 75,536
The Company agreed to free-carry the joint venture parties to a decision to mine based on completion of a bankable feasibility study. The consolidated entitys interest in assets employed in the above jointly controlled operation is included in the consolidated financial statements but do not form part of the total assets as the expenditure exploration and evaluation is expensed.
Contingent liabilities and capital commitments The capital commitments and contingent liabilities arising from the consolidated entitys interests in joint ventures are disclosed in notes 21 and 22 respectively.
Hannans reward annual report 2011 71
25. Subsidiaries
ownership Interest name of entity Parent entity: Hannans Reward Ltd (i) Subsidiaries: HR Subsidiary Pty Ltd Errawarra Pty Ltd (ii) HR Forrestania Pty Ltd (ii) HR Equities Pty Ltd (iii) Australia Australia Australia Australia 100% 100% 100% 100% 100% 100% 100% 100% Australia Country of Incorporation 2011 % 2010 %
(i) Hannans Reward Ltd is the head entity. All the companies are members of the group. (ii) The 100% interest in Errawarra Pty Ltd and HR Forrestania Pty Ltd is held via HR Subsidiary Pty Ltd. (iii) The 100% interest in HR Equities Pty Ltd is held by the parent entity. Refer note 10 for investment in Resources & Rewards Pty Ltd by HR Equities Pty Ltd.
(b)
(c)
Balance at 1 July Key management personnel 2011 Richard Scallan Damian Hicks William Hicks Jonathan Murray Michael Craig 4,165,310 12,058,086 391,775 40,130 16,655,301 no.
share options of Hannans reward Ltd Granted as remuneration no. Bal vested at 30 June no. Vested but not exercisable no. Vested options and vested exerci- during sable year no. no.
Bal at 1 July Directors 2011 Richard Scallan Damian Hicks William Hicks 2010 Richard Scallan Damian Hicks William Hicks 250,000 4,500,000 250,000 5,000,000 250,000 3,000,000 250,000 3,500,000 no.
exercised no.
(250,000) (250,000)
2,000,000 2,000,000
250,000 250,000
250,000 250,000
(1,500,000) (1,500,000)
(d)
(i)
The Board approved a loan for $300,000 at 6% per annum repayable on or before 31 March 2015. The loan is unsecured and a salary sacrifice arrangement has been entered into whereby the interest portion of the loan will be repaid monthly. The interest charged for the year amounted to $18,001 (2010: $18,117)
Hannans reward annual report 2011 73
(f)
(g)
Parent entity
The ultimate parent entity in the consolidated entity is Hannans Reward Ltd.
(b)
(c)
(d) (e)
(f)
2011 $
2010 $
75
2011 $
2010 $
(c)
(b)
(d)
77
Weighted average effective interest rate Consolidated 2011 Financial assets: Cash and cash equivalents Other receivables Loans Financial liabilities: Trade and other payables 4.7% 5.5% 6% %
1-5 years $
total $
570,585 570,585
202,794 202,794
300,000 300,000
2010 Financial assets: Cash and cash equivalents Other receivables Loans Financial liabilities: Trade and other payables 718,367 718,367 718,367 718,367 4.8% 5.1% 6% 4,584,491 4,584,491 202,794 202,794 300,000 300,000 255 6,431 6,686 4,584,746 209,225 300,000 5,093,971
(e)
(g)
(h)
79
Financial position of parent entity at year end Current assets Non-current assets Total assets 828,203 1,389,774 2,217,977 4,145,552 3,245,334 7,390,886
Total equity of the parent entity comprising of: Share capital Reserves Accumulated losses Total equity 20,135,891 1,258,206 (19,690,532) 1,703,565 20,135,891 1,215,102 (14,292,176) 7,058,817
81