Hannans Annual Report 2010
Hannans Annual Report 2010
Hannans Annual Report 2010
ANNUAL REPORT
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
Corporate Directory ............................................................................... 1 Strategic Plan ........................................................................................ 2 Managing Directors Report ................................................................... 4 People ............................................................................................ 17 Projects .......................................................................................... 24 Capital ............................................................................................ 26 Auditors Independence Declaration..................................................... 35 Directors Declaration .......................................................................... 36 Independent Audit Report.................................................................... 37 Consolidated Statement of Comprehensive Income............................. 39 Consolidated Statement of Financial Position ...................................... 40 Consolidated Statement of Changes in Equity ..................................... 41 Consolidated Statement of Cash Flows ............................................... 42 Condensed Notes to the Consolidated Financial Statements ............... 43
H a n n a n s R e w a R d Lt d
CoRpoRate diReCtoRy
board of directors
Independent Non-Executive Chairman Mr Richard Scallan Managing Director Mr Damian Hicks Non-Executive Director Mr William Hicks Non-Executive Director Mr Jonathan Murray Company Secretary Mr Ian Gregory Mr Michael Craig Principal Office Ground Floor, 28 Ord Street West Perth, Western Australia 6005 Registered Office Ground Floor, 28 Ord Street West Perth, Western Australia 6005 Postal Address PO Box 1227 West Perth, WA 6872 Contact Details +61 8 9324 3388 (Telephone) +61 8 9324 3366 (Facsimile) [email protected] www.hannansreward.com ABN 52 099 862 129 Social Network Sites Twitter hannansreward Facebook Hannans Reward Share Registry Computershare Level 2, 45 St Georges Terrace Perth, Western Australia, 6000 1300 557 010 (Telephone) Auditors Stantons International Level 1, 1 Havelock Street West Perth, Western Australia 6005 Lawyers Steinepreis Paganin Level 4, The Read Buildings 16 Milligan Street Perth, Western Australia 6000
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 2010.
stRategiC pLan
vision
Our vision is to build a successful exploration and production company.
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.
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. 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. 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.
H a n n a n s R e w a R d Lt d
peopLe
We continued to develop a professional team of employees and consultants during 2010. Importantly we welcomed Mr. Jonathan Murray to the Board of Directors and Mr. Don Huntly to the role of Exploration Manager. Both Jonathan and Don are experts in their respective fields of Law and Geoscience and Shareholders can expect big contributions from both of them. Exploration strategies are now being developed and managed by Don Huntly. Prior to joining Hannans in July 2010, Don consulted to Hannans for 6 months, was Exploration Manager for Xstrata Nickel Australasia for 1 year and District Exploration Manager, Jubilee Mines Ltd for 4 years. Dons career as a geologist has included mining and exploration for gold and nickel in Western Australia and the Northern Territory. He has been continually employed in the mining industry for over 20 years and was actively involved with the discovery of a number of nickel deposits in the Leinster nickel camp as well as playing a principal role in the discovery of the Sinclair nickel sulphide deposit. Its great to be working with Don and we welcome shareholders to contact Don to discuss any aspects of his exploration activities for Hannans.
pRojeCts
Hannans has three major nickel and gold exploration projects, namely the Forrestania Project (located south of Southern Cross Western Australia), the Lake Johnston project (located west of Norseman, Western Australia) and the Queen Victoria Rocks Project (located west of KalgoorlieBoulder, Western Australia). Hannans projects continue to be advanced as rapidly as possible taking into account the tension between systematic exploration strategies and shareholder expectations. We are all focused on achieving exploration success as soon as possible. As a Board we support the Exploration Teams strategies and well take the necessary risks to achieve the returns we expect. The portfolio focus is gold and nickel in Western Australia. In the first instance our goals are to identify a 250,000 ounce gold deposit and or a nickel sulphide deposit with at least 30,000 tonnes of contained nickel metal. The purpose of establishing these thresholds is to enable the planning of appropriate exploration programs. These are not our end goals but represent a targeting criteria for deposits that have potential to develop into mines. Hannans has a really strong ground position in the Yilgarn, with all of the projects having the potential to host nickel and gold deposits. The flow of project related news during the next few months is set to include:
Month
September
news
Update on the Hardcore Prospect and gold prospectivity at Lake Johnston Exploration drilling to commence at the Queen Victoria Rocks Project Benari Prospect
Exploration drilling to commence at the Lake Johnston Project Hardcore Prospect Exploration drilling to commence at the Forrestania Project Results from the Benari Prospect at QVR Results from the Hardcore Prospect at Lake Johnston Results from the Forrestania Project
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Hannans has over time substantially increased the size of its Forrestania, Lake Johnston, Queen Victoria Rocks and Jigalong projects. As our knowledge of each project increases Hannans has sought to leverage off that to secure a meaningful ground position for both technical and corporate reasons.
date
20/07/2010 11/06/2010 7/05/2010 18/03/2010 11/03/2010 4/03/2010 25/02/2010 8/12/2009 27/11/2009 25/11/2009 29/10/2009 30/07/2009
6 Hannans RewaRd Ltd AnnuAl RepoRt 2010
announceMent title
Forrestania Project Update Forrestania Exploration Update Forrestania Nickel Project Update Forrestania Project Update CUL: Exploration Update - Nickel Forrestania Project Update Forrestania Project Update Ground EM surveys commence at Forrestania Project Forrestania Project Multiple EM Anomalies Secures prospective ground at Forrestania Project Forrestania Nickel and Gold Project Update Hannans Kagara St Barbara Forrestania Agreement
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date
6/09/2010 1/02/2010 25/08/2009
announceMent title
Gold at Lake Johnston Lake Johnston Gold Project Gold Drilling at Lake Johnston Project
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date
13/09/2010 20/07/2010 19/05/2010 11/03/2010 22/10/2009
announceMent title
RC drilling AVR Nickel Targets QVR Project Update QVR Nickel Exploration QVR Project Update Vale to drill test QVR nickel project
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date
3/08/2009 3/08/2009
announceMent title
Successful DD on Jigalong Iron Project Agreement with Jigalong Community Inc
s u n day pRo j eC t
At Sunday, Hannans joint ventured out its gold rights to ASX listed exploration company Triton Gold Ltd. Triton has the right to earn up to 72% of the gold rights at the Sunday Project through the expenditure of $600,000 by early 2011. Hannans has retained the base metals rights due to the projects favourable geological setting and location south-east of an operating base metals mine.
date
2/11/2009 24/08/2009 15/07/2009
announceMent title
High Grade Gold from Sunday Project High Grade Gold at Sunday Project Drilling Gold Targets near Leonora, WA
We support the systematic exploration strategies now being built upon by Don and look forward with anticipation to the next rounds of reverse circulation drilling at Queen Victoria Rocks (nickel), Lake Johnston (gold) and Forrestania (nickel) during the period September 2010 through December 2010.
H a n n a n s R e w a R d Lt d
C apitaL
From a corporate perspective we believe Hannans has the exploration and corporate systems in place to efficiently assess new exploration projects. Whilst Hannans will remain an Australian focused gold and base metals company, we continue to seek out minerals opportunities for the benefit of Shareholders both locally and overseas. For the financial year ended 30 June 2010 Hannans achieved its inaugural net profit of $1.68 million (2009: loss of $2.55m) and profit per share of 1.38 cents (2009: loss per share of 2.89 cents). This was achieved through the sale of the iron rights to Warwick Resources Ltd. Hannans retains a tight capital structure (131 million ordinary shares on issue) and is well funded with approximately $4.5 million in cash at bank and ASX listed shares worth $17 million. There is no requirement to raise capital to fund exploration in the short to medium term and therefore shareholders are protected from dilution. It is noted that in September 2009 Hannans raised $5.5 million through the issue of shares at 15.5 cents per share. Our largest shareholding is in Atlas Iron Limited which represents approximately 75% of the Companys market capitalisation. Currently the market attributes minimal value to our project portfolio. We continue to explain the portfolios potential and expect that exploration success will results in Hannans being significantly rerated. We continue to support the strategies put forward by our Exploration Team. Budgets approved by the Hannans Board of Directors in September 2010 provide for 80% of all cash outflows to be allocated to exploration expenditure. As can be seen from Figure 1, Hannans has built a track record of spending its money in the ground in increasing amounts each year.
Market Cap ($million) 50 Cash/ Exploration $5,000,000
$4,502,168
40
$4,584,746
$4,500,000
$4,000,000
$3,500,000
30
$3,009,739
$3,000,000
$2,500,000
20
$1,795,653
$1,848,686 $1,579,170
$2000,000
$1,500,000
10
21.13
10.17
$500,000
$123,536
2003
2.97
2005 2006 2007 2008 2009 2010
$0
The chart plots Hannans market capitalisation (on the left axis) against cash in bank at 30 June each year and the amount of exploration expenditure written off each year (on the right axis) during the period 2003 to 2010. For taxation purposes Hannans policy is to write off 100% of its exploration expenditure each year. The source of these numbers can be reviewed on page 29.
H a n n a n s R e w a R d Lt d
Exploration expenditure expensed in 2010 was $3,009,739 which was broken as follows:
%
14 8 21 20 4 3 1 1 14 4 2 2 4 1 1 100
427,100 244,847 643,051 590,333 110,090 85,652 32,854 19,833 433,532 109,368 62,928 62,330 124,749 39,356 23,716 3,009,739
Total
Company Share Price Hannans Reward Ltd Atlas Iron Ltd ASX/S&P 300 Metals and Mining Index
Figure 2 highlights that over the last twelve months Hannans has returned similar performance (measured as a percentage) to Atlas Iron and the S&P/ASX 300 Metals & Mining Index1 , Hannans has tracked movements in the Atlas Iron share price and Hannans is leveraged to the Atlas Iron share price (generally moving in percentage terms by greater amounts than Atlas Iron). This is not surprising consider the weighting of the Atlas Iron shareholding in our market capitalisation. Figure 2 also highlights that Hannans has had a positive share price performance over the last 12 months. What is also included in the Figure 2 is 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.
22 Oct 29 Oct 25 Nov 22 Dec 22 1 Jan Feb 25 4 11 18 Feb Mar Mar Mar 7 May 19 May 11 Jun 20 Jul
15 Jul
+100.00%
+50.00%
0.00%
Jul 09
Jan 10
Jul 10
Figure 2 Hannans in comparison to ASX 300 Metals and Mining Index as well as Atlas Iron Ltd (Source: Commonwealth Securities Ltd)
1
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. Hannans RewaRd Ltd AnnuAl RepoRt 2010 15
Hannans Directors, staff and shareholders are aware that a sustainable increase in Hannans value will only occur as a result of exploration success represented by the discovery of a significant mineralised system. That is exactly what we are working hardest to achieve. We are also working hard to communicate openly with shareholders. Figure 3 below shows the ASX releases relating to exploration and corporate matters (excluding all compliance required releases) plotted against the Hannans share price and volume over the period 1 July 2009 to 12 August 2010. 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), FaceBook and Twitter. We 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.
High: 0.295
15 Jul 30 3 12 25 Jul Aug Aug Aug 22 Oct 29 Oct 25 Nov 22 Dec 22 1 Jan Feb 25 4 11 18 Feb Mar Mar Mar 7 May 19 May 11 Jun 20 Jul
Company Updates Forrestania Lake Johnston Queen Victoria Rocks Jigalong Sunday Corporate
Low: 0.110
Jul 09 Volume Jan 10 Jul 10 10M
Figure 3: Hannans Volume and Price Chart for 2009-2010 (Source: Commonwealth Securities Ltd)
In 2009 Management established a business 100% owned by Hannans trading by the name of Corporate Board Services (CBS). CBS offers micro companies the opportunity to leverage off the established exploration and corporate systems established by Hannans since 2002. From Hannans perspective revenue from CBS will reduce Hannans fixed costs by providing companies with a cost effective professional solution to their start-up requirements.
CBS
CORPORATE BOARD SERVICES
In closing I would like to acknowledge the valuable contribution by Mrs Amanda Arrowsmith who was Hannans Exploration Manager until 30 June 2010. Since joining us in 2007 Amanda made an excellent contribution to the advancement of our exploration projects including the discovery of the Jigalong iron mineralisation (which has underwritten Hannans current financial strength) along with important advances made at the Lake Johnston and Forrestania projects. Its my belief that Shareholders have an excellent team of people working for them, a culture that supports exploration risk taking and an active program of works. We remain very committed to exploration and achieving success and we hope you stay involved as we move towards achieving that goal. Kind regards,
Damian Hicks
H a n n a n s R e w a R d Lt d
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.
Mr Michael Craig
Company Secretary (appointed 11 March 2010) Mr Craig holds a Bachelor of Commerce from Curtin University and is a Chartered Accountant. He joined Hannans as Finance and Compliance Manager in 2008. Mr Craig worked for a mid-tier accounting firm for 4 years.
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.
H a n n a n s R e w a R d Lt d
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 2009 Annual Report.
director
Richard Scallan Damian Hicks William Hicks Jonathan Murray
During and since the end of the financial year no share options were granted to directors as part of their remuneration by Hannans Reward Ltd.
director
Richard Scallan Damian Hicks William Hicks Jonathan Murray
diReCtoRs RepoRt
H a n n a n s R e w a R d Lt d
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 17 and 18. 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 2010 and 2009 figures for remuneration received by the directors.
Short Term Post-employment Equity Other benefits
(D&O
2010 Directors Richard Scallan Damian Hicks(i) William Hicks Jonathan Murray Executives Michael Craig (viii) (Company Secretary) Total
Superannuation $
Prescribed benefits $
Total $
47,590 1,278
- 48,868
Other benefits
(D&O Insurance) (vi)
Total $
2009 Richard Scallan Damian Hicks(i) William Hicks Ernest Dechow(ii) Terrence Grammer(iii) Frank Cannavo(iv) Total 32,400 183,487 10,800 21,600 21,600 269,887 9,675 9,675 2,916 16,513 32,400 1,944 1,854 55,627 (vii)
diRectoRs RepoRt
B. Details of remuneration (contd) i. Damian Hicks Short Term Other benefits includes $20,430 of unpaid annual leave (2009: $9,675) and unpaid long service leave of $27,160 (2009:Nil).
ii. Ernest Dechows remuneration is for the period 1 July 2008 to 18 October 2008, the date of Dr Dechows passing. iii. Terrence Grammers remuneration is for the period 1 July 2008 to 27 March 2009 the date he resigned. iv. Frank Cannavos remuneration is for the period 1 July 2008 to 24 March 2009 the date he resigned. v. These amounts are accounting valuations of the Options issued as part of the remuneration packages and are therefore not cash payments. vi. 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. vii. Approved by Hannans shareholder at the 2007 Annual General Meeting. viii. Appointed on 11 March 2010. Due to concerns about the global financial crisis and its impact on the Companys cash reserves the Board agreed to defer 100% of Non-executive Director fees and 50% of the Managing Directors salary from 1 March 2009 to 31 July 2009. A total of $44,133 was deferred at 30 June 2009 with William Hicks receiving $10,800 and Damian Hicks $33,333 on 6 August 2009. These deferred amounts are however included in the above 2009 Salary & fees for each Director.
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 comprises $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. 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).
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. No options were granted to or vested to directors or executives during the year, however 1,500,000 Director options were exercised. The amount paid per share on exercise of the options was 20 cents per share. The following table summarises the value of director and executive options granted, exercised or lapsed during the year.
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.
H a n n a n s R e w a R d Lt d
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 Meetings held while Director 6 6 6 3 Circular Resolutions Passed 4 4 4 2
Board Member Richard Scallan William Hicks Damian Hicks Jonathan Murray
Attended 5 6 5 3
Total 9 10 9 5
Dates of Board Meetings and Circulating Resolutions Board Meetings 30 November 2009 14 December 2009 21 December 2009 23 February 2010 13 April 2010 25 May 2010 9 August 2010 Circulating Resolutions 18 September 2009 22 January 2010 10 March 2010 30 March 2010
Note
Project JIGALONG
Note 5 5 5 5 5 5 5
E77/1695 E77/1327 E77/1354 E77/1406 E77/1430 E77/1431 E77/1696 M77/544 M77/693 M77/812 P77/3582 P77/3583 P77/3584 P77/3585 P77/3586 P77/3587 P77/3588 P77/3607 P77/3613 P77/3762 P77/3763 P77/3848 P77/3849 P77/3850 P77/3851 P77/3852 P77/3853 P77/3854 P77/3855 P77/3856 P77/3943 P77/3944 P77/3945
90 90 90 90 90 100 100
7 7 7 7 7
E77/1512 E77/1568
H a n n a n s R e w a R d Lt d
pRojects (contd)
Project QUEEN VICTORIA ROCKS (QVR) Tenement Number E15/734 E15/755 E15/913 E15/921 E15/971 P15/4964 P15/4965 P15/4966 P15/4967 1. Cullen Resources Ltd free-carried by Hannans to BFS 2. Partner farming-in to gold rights only, up to 72% interest, current interest Nil 3. Hannans have 80% of gold right only and partner free-carried to BFS Interest % 100 100 100 100 100 100 100 100 100 Note
4. St Barbara Ltd have 15% of gold rights only 5. Iron rights owner by Atlas Iron Ltd 6. St Barbara Mines have 100% of gold rights only 7. Partner free-carried by Hannans Reward Ltd
Applications for tenements controlled by Hannans Reward Ltd are as follows: Project FORRESTANIA Skeleton Rocks Prospect E77/1705 E77/1715 E77/1718 E77/1719 E77/1724 E77/1725 E77/1783 E77/1784 E77/1785 Stormbreaker Prospect E77/1655 E77/1707 E77/1716 E77/1764 P77/3998 P77/3999 P77/4000 P77/4001 P77/4002 P77/4003 P77/4004 P77/4005 P77/4006
Tenement Number
Project
Tenement Number P77/4007 P77/4008 P77/4009 P77/4010 P77/4011 P77/4012 P77/4013 P77/4014
LAKE JOHNSTON
EAST PILBARA
diRectoRs RepoRt
c apitaL
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
Shares Under Option At the date of this report there are 8,567,867 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 Exercised at 20 cents, expired 31 March 2010 Exercised at 20 cents, expired 30 April 2010 Total number of options outstanding at the date of this report The balance is comprised of the following: (3,000,000) (500,000) 8,567,867 12,067,867
Date options issued 5 February 2007 1 November 2007 1 November 2007 1 November 2007 18 January 2008 28 November 2008 24 July 2009 3 August 2009
Expiry date 31 December 2010 30 June 2011 30 June 2012 30 June 2013 31 December 2010 30 June 2011 30 June 2012 31 July 2011
Number of options 500,000 2,000,000 1,000,000 1,000,000 1,717,867 250,000 100,000 2,000,000 8,567,867
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.
H a n n a n s R e w a R d Lt d
Substantial Shareholders Hannans Reward Ltd has the following substantial shareholders as at 28 September 2010:
Name William Hicks JP Morgan Nominiees Australia Limited <Cash Income A/C>
Range of Shares as at 28 September 2010 Range 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - 9,999,999 Total Unmarketable Parcels as at 28 September 2010 Minimum parcel size Minimum $ 500.00 parcel at $ 0.16 per unit 3,125 Holders 200 Units 337,735 Total Holders 67 283 310 845 196 1,701 Units 27,506 979,963 2,629,227 32,576,473 95,435,546 131,648,715 % Issued Capital 0.02 0.74 2.00 24.74 72.50 100.00
diRectoRs RepoRt
1 JP Morgan Nominees Australia Limited <Cash Income A/C> 2 Marfield Pty Ltd 3 Aust Global Resources Pty Ltd 4 Acacia Investments Pty Ltd <DPH Fund A/C> 5 HSBC Custody Nominees (Australia) Limited <CW A/C> 6 Mossisberg Pty Ltd 7 Mr Lafras Luitingh 8 Dixon International Pty Ltd 9 Jigalong Community Inc/c 10 Mr Terrence Ronald Grammer 11 Mandies Meats Pty Ltd <Number 2 Account> 12 Kanaslex Pty Limited 13 Ms Susan Eileen Dechow 14 Mr Terrence Ronald Grammer 15 Susern Holdings Pty Ltd 16 RBC Dexia Investor Services Australia Nominees Pty Limited <MLCI A/C> 17 Bonord Pty Ltd <CW Hulls & Co S/F A/C> 18 Mr James Laurence Berry 19 Forty Traders Limited 20 Marfield Pty Ltd Total of Top 20 Holders of ORDINARY SHARES
11,157,659 7,200,000 3,636,363 3,554,696 3,050,086 2,296,296 2,046,296 2,005,720 2,000,000 1,990,000 1,597,000 1,548,296 1,500,001 1,500,000 1,500,000 1,364,159 1,200,000 1,170,000 1,125,201 1,074,543 52,516,316
8.48 5.47 2.76 2.70 2.32 1.74 1.55 1.52 1.52 1.51 1.21 1.18 1.14 1.14 1.14 1.04 0.91 0.89 0.85 0.82 39.89
H a n n a n s R e w a R d Lt d
Financial Review
The Group began the financial year with cash reserves of $1,027,426. In August and September 2009 the Company issued approximately 35.6 million ordinary shares through a share purchase plan and placement to sophisticated investors that raised approximately $5.5 million. On 4 August 2009 Hannans Reward Ltd settled the iron rights agreement on the Groups Jigalong Project with Warwick Resources Ltd for $5.25 million. The consideration was comprised of the following: i) ii) iii) iv) $750,000 cash 14,000,000 fully paid ordinary shares in Warwick Resources at a deemed issue price of 15 cents per share ($2,100,000) 700,000 fully paid ordinary shares in Atlas Iron Ltd at a deemed issue price of $1.65 per share ($1,155,000) Deferred consideration of 8,300,000 fully paid shares in Warwick Resources at deemed price of 15 cents per share ($1,245,000) at the earlier of a. b. c. 6 months from date conditions satisfied The date Warwick Resources announces a 50Mt JORC compliant resources, or Warwick Resources dispatching a scheme booklet
Warwick Resources Ltd merged with Atlas Iron Ltd by a scheme of arrangement in December 2009 with the 22,300,000 Warwick Shares converting to 7,433,344 Atlas Iron Ltd shares. Hannans sold 102,000 shares for $202,720 in May 2010. During the year total exploration expenditure incurred by the Group amounted to $3,009,739. In line with the Groups accounting policies, all exploration expenditure was expensed as incurred. Net administration expenditure incurred amounted to $943,487. This along with the sale of the iron rights have resulted in an operating profit after income tax for the year ended 30 June 2010 of $1,683,821 (2009: ($2,552,182). As at 30 June 2010 cash and cash equivalents totalled $4,584,746. Summary of 5 Year Financial Information as at 30 June
2010 Cash and cash equivalents Exploration expenditure expensed No of issued shares No of options Share price Market capitalisation (Undiluted) 4,584,746 (3,009,739) 131,648,715 8,567,687 $0.16 21,063,794
diRectoRs RepoRt
Date 23/08/2010 29/07/2010 29/07/2010 20/07/2010 30/04/2010 30/04/2010 30/04/2010 01/04/2010 12/03/2010 11/03/2010 26/02/2010 01/02/2010 29/01/2010 22/01/2010 15/01/2010 15/01/2010 22/12/2009 22/12/2009 06/11/2009 04/11/2009 02/11/2009 30/10/2009 08/10/2009 22/09/2009 18/09/2009 14/09/2009 14/09/2009 09/09/2009 08/09/2009 01/09/2009 31/08/2009 18/08/2009 18/08/2009 13/08/2009 13/08/2009 12/08/2009 12/08/2009 10/08/2009 06/08/2009 05/08/2009 03/08/2009 03/08/2009 31/07/2009 31/07/2009 30/07/2009 29/07/2009 24/07/2009
Announcement Title Appendix 3B Option Issue 4th Quarter Cashflow Report 4th Quarter Activities Report Appointment of Exploration Manager 3rd Quarter Cash Flow Report 3rd Quarter Activities Report Option Conversion Document Option Conversion Documents Financial Report for the Half Year Appointment of Company Secretary Substantial Shareholder Notice 2nd Quarter Activities Report 2nd Quarter Cash Flow Report Appointment of Director Presentation Response to ASX Price Query Change of Director`s Interest Top 10 Shareholder of Atlas Iron Ltd AGM 2009 Results Support for Atlas Iron and Warwick Merger 1st Quarter Cashflow Report 1st Quarter Activities Report Notice of Meeting 2009 AGM $5.5M Capital Raising Completed Annual Report 2009 Capital Raising Update General meeting presentation SPP Closes Oversubscribed Response to ASX Query Appendix 3B Share Issue SPP closes this Friday, 4 Sept 2009 Share Purchase Plan Tranche 1 of Placement Completed Amended Placement General Meeting Placement General Meeting $5.25M Capital Raising Reinstatement to Official Quotation Suspension from Official Quotation Trading Halt Warwick Expands Iron Projects in Eastern Pilbara Successful DD on Jigalong Iron Project Agreement with Jigalong Community 4th Quarter Cashflow Report 4th Quarter Activities Report Hannans Kagara St Barbara Forrestania Agreement Trading Halt Appendix 3B-Amanda Arrowsmith
H a n n a n s R e w a R d Lt d
corporate structure
The corporate structure of the Hannans Reward Limited group is as follows:
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 the ASX website. 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: Lay solid foundations for management and oversight 1.2 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: Structure the Board to add value 2.1 The majority of the Board should be independent directors The Board consists of a Chairman, Non-executive Directors and Managing Director. The Chairman Mr Richard Scallan is an Independent Director. The Board considers that the composition of the existing Board is appropriate given the scope and size of the Groups operations and the skills matrix of the existing Board members. 2.4 The Board should establish a nomination committee The Board as a whole will identify candidates and assess their skills in deciding whether an individual has the potential to add value to the Company. The Board may also seek independent advice to assist with the identification process. 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. Principal 4: Safeguard integrity of financial reporting 4.1 The Board should establish an Audit Committee 4.2 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 4.3 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.
H a n n a n s R e w a R d Lt d
Principle 8:
Remunerate fairly and responsibly 8.2 The Board should establish a remuneration committee The Board considers that due to the size and complexity of the Groups affairs it does not merit the establishment of a separate remuneration committee. Until the situation changes the Board of Hannans Reward will carry out any necessary remuneration committee functions.
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 26, 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.
Hannans RewaRd Ltd AnnuAl RepoRt 2010 33
diRectoRs RepoRt
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. 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) b) A wilful breach of duty 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 $13,142. 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 35. 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 2010
34 Hannans RewaRd Ltd AnnuAl RepoRt 2010
H a n n a n s R e w a R d Lt d
The Directors declare that: (a) 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; (b) 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 (c) 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. (d) the Directors have been given the declarations required by s.295A of the Corporations Act 2001 for the financial year ended 30 June 2010. Signed in accordance with a resolution of the Directors made pursuant to s.295(5) of the Corporations Act 2001.
H a n n a n s R e w a R d Lt d
H a n n a n s R e w a R d Lt d
Note Revenue Other income Gain on disposal of shares Total revenue Employee and contractors expenses Depreciation expense Consultants expenses Occupancy expenses Marketing expenses Exploration and evaluation expenses Other expenses Income/(Loss) from continuing operations before income tax expense/benefit Income tax expense/benefit Income/(Loss) 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/(loss) for the year Net income/(loss) attributable to the parent entity Total comprehensive income/(loss) attributable to the parent entity Profit/(Loss) per share: Basic (cents per share) Diluted (cents per share) 19 19 4(a) 4(b) 4(c)
2010 $ 191,229 5,292,638 153,180 5,637,047 (498,352) (14,044) (105,249) (80,083) (45,553) (3,009,739) (200,206) 1,683,821 1,683,821
2009 $ 119,281 119,281 (678,986) (14,414) (117,441) (83,257) (26,456) (1,579,170) (171,739) (2,552,182) (2,552,182)
(2,552,182) (2,552,182)
13,186,380
(2,552,182)
1.38 1.38
(2.89) (2.89)
Note Current assets Cash and cash equivalents Trade and other receivables Other financial assets Total current assets Non-current assets Trade and other receivables Property, plant and equipment Other financial assets Total non-current assets TOTAL ASSETS Current liabilities Trade and other payables Provisions Total current liabilities Non-current liabilities Deferred tax liability Total non-current liabilities TOTAL LIABILITIES NET ASSETS Equity Issued capital Reserves Accumulated losses Total equity The accompanying notes form part of the financial statements 16 17 18 5 14 15 11 12 13 27(a) 9 10
2010 $
2009
$
340,557 1,248,559
H a n n a n s R e w a R d Lt d
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
For the year ended 30 June 2010 Balance as at 1 July 2009 Total comprehensive income Profit for the year Other comprehensive income for the year Total comprehensive income for the year 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
11,502,559 11,502,559
1,683,821 1,683,821
11,502,559
(12,062,727)
Attributable to equity holders Ordinary Shares $ 13,402,566 Option Reserve $ 889,942 Other Reserves $ Accumulated Losses $ (11,194,366) Total Equity $ 3,098,142
For the year ended 30 June 2009 Balance as at 1 July 2008 Total comprehensive loss Loss for the year Other comprehensive income for the year Total comprehensive loss for the year Transactions with owners recorded direct to equity Issue of shares Cancelation of shares Issue of options Shares issue expenses Total transactions with owners Balance as at 30 June 2009
(2,552,182) (2,552,182)
(2,552,182) (2,552,182)
(13,746,548)
Note Cash flows from operating activities 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 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 Net cash provided by financing activities Net 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 27(a) 16 16 16 25(d) 27(b)
2010 $
2009
$
H a n n a n s R e w a R d Lt d
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: Registered office Ground Floor 28 Ord Street West Perth WA 6005 Principal place of business Ground Floor 28 Ord Street West Perth WA 6005
(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 2010 and the comparative information presented in these financial statements for the year ended 30 June 2009.
(b)
(c)
(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 availablefor-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.
H a n n a n s R e w a R d Lt d
(g)
(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).
(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.
H a n n a n s R e w a R d Lt d
(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.
(m)
Payables
Trade payables and other accounts payable are recognised when the entity becomes obliged to make future payments resulting from the purchase of goods and services.
(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 24 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.
(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.
(r)
Revenue recognition
Dividend and interest revenue Dividend revenue is recognised on a receivable basis. Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial asset.
(s)
Share-based payments
Equity-settled share-based payments granted after 7 November 2002 that were unvested as of 1 January 2005, 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 straightline 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)
H a n n a n s R e w a R d Lt d
2010 $
2009
$
4.
H a n n a n s R e w a R d Lt d
2010 $
2009
$
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: Income /(Loss) 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 1,683,821 505,146 (2,552,182) (765,655) -
139,704 (644,850) -
63,190 702,465 -
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. Deferred tax recognised directly to equity The following deferred amounts were charged directly to equity during the year Deferred tax on revaluation of available for sale assets Less: Brought forward tax losses utilised Deferred tax liabilities Revaluations of available for sale assets 943,816 943,816 Reconciliation of deferred tax assets/(liabilities) Opening Balance Available for sale financial assets Charged to Equity (943,816) (943,816) Closing Balance (943,816) (943,816) 3,774,663 (2,830,847) 943,816 -
2010 $
2009
$
5.
6.
b)
Richard Scallan Damian Hicks William Hicks Jonathan Murray (appointed 22 January 2010) Michael Craig (Company Secretary) (appointed 11 March 2010)
Executives
Key management personnel compensation The aggregate compensation made to key management personnel of the Company and the Group is set out below 2010 $ 2009
$
Short-term employee benefits Post-employment benefits Other long term benefits Share-based payment
The compensation of each member of the key management personnel of the Group is set out in the Directors Remuneration report on pages 20 to 23.
H a n n a n s R e w a R d Lt d
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. The following share-based payment arrangements were in existence during the current and comparative reporting periods:
Exercise price $
Options series
Number
Grant date
Expiry date
31 December 2010 31 December 2010 30 June 2011 30 June 2011 31 July 2011 30 June 2012 30 June 2012 30 June 2013
5 February 2007 18 January 2008 1 November 2007 28 November 2008 30 July 2009 1 November 2007 24 July 2009 1 November 2007
31 December 2010 31 December 2010 30 June 2011 30 June 2011 31 July 2011 30 June 2012 30 June 2012 30 June 2013
The input into the model in respect of options granted for this year 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 31 July 2011 15 cents 20 cents 112.77% 24 months Nil 3.97% 30 June 2012 13 cents 40 cents 100% 35 months Nil 4.83%
7.
Number of options Balance at beginning of the financial year Granted during the financial year Exercised during the financial year Balance at end of the financial year (i) Exercisable at end of the financial year (i) Exercised during the financial year 9,967,867 2,100,000 (3,500,000) 8,567,867 8,567,867
During the year a total of 3,500,000 options over ordinary shares were exercised comprised 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 25(d) 500,000 20 cent options expiring on 30 April 2010 to raise $100,000 (ii) 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 $0.56 (2009: $0.51) and a weighted average remaining contractual life of 1.25 years (2009: 1.76 years). 2010 $ 2009 $
8.
Remuneration of auditors
Audit or review of the financial report The auditor of Hannans Reward Ltd is Stantons International. 32,571 32,571 26,058 26,058
9.
H a n n a n s R e w a R d Lt d
(ii)
2010 $
2009 $
12.
Total $
2010 $
2009 $
12.
13.
14.
The average credit period on purchases of goods and services is 30 days. No interest is charged on the trade payables for the first 30 to 60 days from the date of the invoice. Thereafter, interest is charged at various penalty rates. The consolidated entity has financial risk management policies in place to ensure that all payables are paid within the credit timeframe.
15.
Current provisions
Employee benefits
79,800 79,800 31,896 31,896
H a n n a n s R e w a R d Lt d
2010 $
2009 $
16.
Issued capital
131,648,715 fully paid ordinary shares (2009: 90,324,979) 20,135,891 20,135,891 2010 No. Fully paid ordinary shares Balance at beginning of financial year Cancellation of Shares 13 November 2008(i) Share Purchase Plan 17 November 2008 Issue of shares 30 July 2009 Placement of shares 18 August 2009 Issue of shares 31 August 2009 Share Purchase Plan 14 September 2009 Placement of shares 22 September 2009 Options converted to shares 1 April 2010 Options converted to shares 30 April 2010 Share issue costs Balance at end of financial year 90,324,979 2,000,000 9,748,670 200,000 6,526,960 19,348,106 3,000,000 500,000 131,648,715 13,906,008 300,000 1,511,044 34,000 1,011,660 2,998,956 600,000 100,000 (325,777) 20,135,891 84,778,597 (250,000) 5,796,382 90,324,979 13,402,566 (73,750) 626,014 (48,822) 13,906,008 $ 13,906,008 13,906,008 2009 No. $
Fully paid ordinary shares carry one vote per share and carry the right to dividends. 1) At the 2008 AGM Hannans Reward shareholders voted to cancel shares issued to JLM Resources Ltd in exchange for the pre-emptive right to acquire projects in Papua New Guinea and JLM Resources Ltd subsequently voted for their shares to be cancelled.
2010 $
2009 $
17.
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 1,089,099 126,003 12,446,375 (943,816) 12,717,661 889,942 199,157 1,089,099
17.
Reserves (contd)
Share options As at 30 June 2010, options over 8,567,867 ordinary shares in aggregate are as follows: Number of shares under option 500,000 1,717,867 2,250,000 2,000,000 1,000,000 100,000 1,000,000 Exercise price of option 50 cents each 40 cents each 80 cents each 20 cents each 80 cents each 40 cents each 80 cents each Expiry date of options 31 December 2010 31 December 2010 30 June 2011 31 July 2011 30 June 2012 30 June 2012 30 June 2013
Issuing entity Hannans Reward Ltd Hannans Reward Ltd Hannans Reward Ltd Hannans Reward Ltd Hannans Reward Ltd Hannans Reward Ltd Hannans Reward Ltd
Share options are all unlisted, carry no rights to dividends and no voting rights. 3,500,000 options have been exercised during the year. 2010 $ 2009 $
18.
Accumulated losses
Balance at beginning of financial year Income(Loss) attributable to members of the parent entity Balance at end of financial year (13,746,548) 1,683,821 (12,062,727) (11,194,366) (2,552,182) (13,746,548)
19.
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 2010.
58 Hannans RewaRd Ltd AnnuAl RepoRt 2010
H a n n a n s R e w a R d Lt d
2010 $
2009 $
20.
21.
22.
Segment reporting
The Group operates predominantly in the mineral exploration industry in Australia. For management purposes, the Group is organised into one main operating segment which involves the exploration of minerals in Australia. All of the Groups activities are interrelated and discrete financial information is reported to the Board (Chief Operating Decision Maker) as a single segment. Accordingly, all significant operating decisions are based upon analysis of the Group as one segment. The financial results from this segment are equivalent to the financial statements of the Group as a whole.
23.
The Company agreed to free-carry the joint venture partys 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 Company and 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 20 and 21 respectively.
Hannans RewaRd Ltd AnnuAl RepoRt 2010 59
24.
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 2010 % 2009 %
(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.
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25.
Key management personnel 2010 Richard Scallan Damian Hicks William Hicks Jonathan Murray Michael Craig
2009 Richard Scallan Damian Hicks William Hicks Ernest Dechow(i) Terrence Grammer(ii) Frank Cannavo(iii) 2,586,755 11,437,163 3,100,001 3,675,000 1,501,559 22,300,478 i) ii) iii) 550,063 550,063 2,586,755 11,987,226 3,100,001 3,675,000 1,501,559 22,850,541
Ernest Dechows equity holding is for the period 1 July 2008 to 18 October 2008 when he passed away Terrence Grammers equity holding is for the period 1 July 2008 to 27 March 2009 when he resigned Frank Cannavos equity holding is for the period 1 July 2008 to 24 March 2009 when he resigned
25.
Directors
2010 Richard Scallan Damian Hicks William Hicks 250,000 4,500,000 250,000 5,000,000 2009 Richard Scallan Damian Hicks William Hicks Ernest Dechow Terrence Grammer Frank Cannavo 250,000 4,500,000 250,000 250,000 1,750,000 250,000 250,000 250,000 250,000 250,000 250,000 250,000 250,000 250,000 250,000 250,000 250,000 250,000 - 4,500,000 4,500,000 - 4,500,000 2,000,000 1,500,000 250,000 250,000 250,000 250,000 250,000 250,000 - 1,500,000 - 3,000,000 3,000,000 - 3,500,000 3,500,000 - 3,000,000 - 3,500,000
- 1,750,000
- 7,250,000 2,250,000
(d)
Loans to key management personnel and their related parties Details regarding loans outstanding at the reporting date to key management personnel and their related parties, where the individuals aggregate loan balance exceeded $100,000 at any time in the reporting period, are as follows:
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.
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2010 $ (e) Other transactions with specified Directors The income/(loss) from operations includes the following items of revenue and expense that resulted from transactions other than remuneration, loans or equity holdings, with specified Directors or their personally-related entities: Rental expense (85 Maritana Street, Kalgoorlie) Total recognised as expenses Rental of the premises ceased on 30 November 2008. (f) Transactions with other related parties Subsidiaries -
2009 $
11,253 11,253
All loans advanced to and payable to related parties are unsecured and subordinate to other liabilities. No interest is charged on the outstanding intercompany loan balance during the financial year, Hannans Reward Ltd received interest of nil (2009: Nil) from loans to subsidiaries, and paid interest of nil (2009: Nil) to subsidiaries. Parent 2010 17,310 6,200,277 (4,517,258) 1,361,164 3,061,493 2009 67,314 1,458,662 (1,525,920) 17,310
Loans to subsidiaries Beginning of the year Loans advanced Loan payments received Provision for non-recoverability End of year (g) Parent entity The ultimate parent entity in the consolidated entity is Hannans Reward Ltd.
27.
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Financial instruments
(a) Financial risk management objectives The consolidated entity manages the financial risks relating to the operations of the consolidated entity. The consolidated entity does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes although it currently holds 8,031,334 shares in Atlas Iron Ltd following disposal of its iron ore rights to Warwick Resources. The use of financial derivatives is governed by the consolidated entitys Board of Directors. The consolidated entitys activities expose it primarily to the financial risks of changes in interest rates but at 30 June 2010 it is also exposed to market price risk in particular on its holding of Atlas Iron Ltd shares. The consolidated entity does not enter into derivative financial instruments to manage its exposure to interest rate. (b) Significant accounting policies Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 2 to the financial statements. (c) Foreign currency risk management The group does not transact in foreign currencies, hence no exposure to exchange rate fluctuations arise. (d) Interest rate risk management The consolidated entity is exposed to interest rate risk as it places funds at both fixed and floating interest rates. The risk is managed by maintaining an appropriate mix between fixed and floating rate products which also facilitate access to money.
Consolidated 2010 Financial assets: Cash and cash equivalents Trade and other receivables Loans Financial liabilities: Trade and other payables
Total $
4.8% 5.1% 6%
4,584,491 4,584,491 -
202,794 202,794 -
300,000 300,000 -
2009 Financial assets: Cash and cash equivalents Trade and other receivables Loans Financial liabilities: Trade and other payables (e) Credit risk management Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the consolidated entity. The consolidated entity has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The consolidated entity exposure and the credit ratings of its counterparties are continuously monitored. The consolidated entity measures credit risk on a fair value basis. The consolidated entity does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. The consolidated entity currently doesnt have any debtors apart from GST receivable which is claimed at the end of each quarter during the year. It is a policy of the consolidated entity that creditors are paid within 30 days. 308,661 308,661 308,661 308,661 3.7% 8.3% 8.5% 277,171 277,171 750,000 138,694 273,103 1,161,797 255 51,506 70,483 122,244 1,027,426 190,200 343,586 1,561,212
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AASB 9 (AASB 1, 3, 4, 5, 7, 101, 102, 108, 112, 118, 121, 127, 128, 131, 132, 138, 139, 1023 & 1038 and Interpretations 10 & 121 (applicable for annual reporting periods commencing on or alter 1 January 2013). These standards are applicable retrospectively and amend the classification and measurement of financial assets. The Group has not yet determined the potential impact on the financial statements. The changes made to accounting requirements include:
- simplifying the classifications of financial assets into those carried at amortised cost and those carried
at fair value;
- simplifying the requirements for embedded derivatives; - removing the tainting rules associated with held-to-maturity assets; - removing the requirements to separate and fair value embedded derivatives for financial assets carried at
amortised cost;
- allowing an irrevocable election on initial recognition to present gains and losses on investments in equity
instruments that are not held for trading in other comprehensive income. Dividends in respect of these investments that are a return on investment can be recognised in profit or loss and there is no impairment or recycling on disposal of the instrument; and based on;
- reclassifying financial assets where there is a change in an entitys business model as they are initially classified
a. the objective of the entitys business model for managing the financial assets; and b. the characteristics of the contractual cash flows. AASB 124: Related Party Disclosures (applicable for annual reporting periods commencing on or after 1 January 2011). This standard removes the requirement for government related entities to disclose details of all transactions with the government and other government related entities and clarifies the definition of a related party to remove inconsistencies and simplify the structure of the standard. No changes are expected to materially affect the Group. AASB 2009-5; Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project [AASB 5, 8, 101, 107, 117, 118, 136 & 139] (applicable for annual reporting periods commencing from 1 January 2010). These standards detail numerous non-urgent but necessary changes to accounting standards arising from the IASBs annual improvements project. No changes are expected to materially affect the Group. AASB 2009-8; Amendments to Australian Accounting Standards - Group Cash-settled Share-based Payment Transactions [AASB 2] (applicable for annual reporting periods commencing on or after 1 January 2010). These amendments clarify the accounting for group cash-settled share-based payment transactions in the separate or individual financial statements of the entity receiving the goods or services when the entity has no obligation to settle the share-based payment transaction. The amendments incorporate the requirements previously included in Interpretation 8 and Interpretation 11 and as a consequence, these two Interpretations are superseded by the amendments. These amendments are not expected to impact the Group.
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