REGAL RESOURCES LIMITED ABN FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2009

Transcription

1 FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER

2 Contents Page DIRECTORS REPORT 3 AUDITOR S INDEPENDENCE DECLARATION 6 CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 7 CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION 8 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 9 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS 10 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 11 DIRECTORS DECLARATION 16 AUDITOR S INDEPENDENT REVIEW REPORT

3 DIRECTORS REPORT Your directors present their report on Regal Resources Limited (the Company) and its controlled entities (together, the consolidated entity) for the half-year ended 31 December In order to comply with the provisions of the Corporations Act 2001, the directors report as follows: DIRECTORS The names of the directors who held office during or since the end of the half-year are: Mr Angus Edgar Managing Director Mr Bretton Cooper Mr Rohan Gillespie Mr Anthony Short (resigned 15 January 2010) Directors were in office for the entire period unless otherwise stated. REVIEW AND RESULTS OF OPERATIONS The net loss of the consolidated entity after income tax for the half-year ended 31 December 2009 amounted to 1,144,436 (2008: loss of 663,032). The Company has been working in line with its corporate mission to become an international provider of intellectual property for the commercial application of novel world-wide platform technologies to commercialise lignite deposits, brown and black coal, oil shale and oil sands. The Company has succeeded in achieving its objectives on time and within budget, whilst seeking and exploring other opportunities to increase shareholder value. Highlights: Regulatory approvals granted for the UCTL Pilot Test at Oak Park Expansion of Licence Agreement with Forbes Oil & Gas Pty Ltd Farm-In Agreement with Greenpower Energy Limited Joint Venture Agreement with Enhanced Biogenic Methane Pty Ltd Underground Coal to Liquids ( UCTL ) The Company was successful in securing regulatory approvals from the Department of Primary Industries and the Environmental Protection Authority in September 2009 to conduct the UCTL Pilot Test at Oak Park. Above: Pilot Plant installation at Oak Park - 3 -

4 DIRECTORS REPORT (cont) The fabrication of the Pilot Plant, including modification at the construction phase to enable Surface Coal to Liquids testing, was completed by the Process Group and the Pilot Plant was delivered to the Oak Park Test Site in January This was a significant key milestone for the Company. It is anticipated that the UCTL test runs will commence in February Expansion of Licence Agreement with Forbes Oil & Gas Pty Ltd W10 In December 2009 the Company expanded its UCTL technology licence with Forbes Oil & Gas Pty Ltd to include a new process called W10. W10 is a hydrocarbon enhancement process utilising alkaline metallic catalysts instead of supercritical water (as used in the UCTL process). Initial laboratory testing of the process is underway, and it is expected results will be available during Q Farm-In with Greenpower Energy Limited On 19 October 2009, the Company announced that it had signed a Farm-In Agreement with Greenpower Energy Limited through its wholly owned subsidiary MOL Gippsland Limited ( MOL ). The objective of the farm-in is to establish the existence of a resource of coal / carbonaceous material sufficient to support a commercial operation of the UCTL process. Greenpower holds Exploration Licence 4860, and under the terms of the farm-in, the Company has the right to earn up to 70% of the Exploration Licence in return for a sub-licence of the UCTL Technology. Above: Exploration Licence 4860 Joint Venture Agreement with Enhanced Biogenic Methane Ltd The Company entered into a Joint Venture Agreement with Enhanced Biogenic Methane Limited ( EBM ), which has an exclusive Australian licence to patented biogenetic methane enhancement (BME) technology from the Western Research Institute (WRI) of Wyoming. The Company has granted EBM access to its Oak Park Pilot Test site to conduct a demonstration project (subject to regulatory approvals). EBM will invest 300,000 to fund a single well technology demonstration at Oak Park that is expected to commence during Q Any methane produced from the use of the BME technology will be shared between EBM and Regal on a 50 / 50 basis

5 DIRECTORS REPORT (cont) Mining Operations During the half year, Black Mountain Gold Pty Ltd, joint venture partner to the Company, has continued its exploration program at the Menzies Project, and after aircore techniques proved inadequate for the ground conditions, called in an RC Rig to complete the program. Results are still pending. The Company has entered into agreements to farm-out existing mining and exploration projects at Mt. Zephyr, Mt. Korong, Mt. Goose, Eucalyptus and Malcolm. Collectively, the joint ventures will provide 90,000 in cash, qualifying expenditure of 1.5 million (inclusive of minimum expenditure of 350,000) and royalties of up to 2 million. In addition, the Company also disposed of its Yerilla project for 30,000 cash and royalty on gold recovered of up to 500,000. DIVIDENDS No amounts were paid or declared by way of dividend by the Company during the period. The Directors do not recommend payment of a dividend in respect of the half year ended 31 December EVENTS SUBSEQUENT TO BALANCE DATE The consolidated entity has entered into agreements to farm-out existing mining and exploration projects at Mt. Zephyr, Mt. Korong, Mt. Goose, Eucalyptus and Malcolm. Collectively, the joint ventures will provide 90,000 in cash, qualifying expenditure of 1.5 million (inclusive of minimum expenditure of 350,000) and royalties of up to 2 million. The consolidated entity also disposed of its Yerilla project for 30,000 cash and royalty on gold recovered of up to 500,000. There are no other matters or circumstances that have arisen since the end of the half year period which significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in future financial periods. AUDITOR S INDEPENDENCE DECLARATION Section 307C of the Corporations Act 2001 requires our auditor, PKF, to provide the directors of the company with an Independence Declaration in relation to the review of the half-year report. This Independence Declaration is set out on page 6 and forms part of this directors report for the half-year ended 31 December This report is signed in accordance with a resolution of the Board of Directors made pursuant to Section 306(3) of the Corporations Act A Edgar Managing Director Dated this 26 th day of February 2009 Melbourne - 5 -

6 AUDITOR'S INDEPENDENCE DECLARATION As auditor for the review of the financial report of Regal Resources Limited for the half year ended 31 December 2009, I declare that, to the best of my knowledge and belief, there have been: (a) (b) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and no contraventions of any applicable code of professional conduct in relation to the review. This declaration is in respect of Regal Resources Limited and the entities it controlled during the half year ended 31 December J A Mooney Partner PKF 26 February 2010 Melbourne Tel: Fax: PKF ABN Level 14, 140 William Street Melbourne Victoria 3000 Australia GPO Box 5099 Melbourne Victoria 3001 The PKF East Coast Practice is a member of the PKF International Limited network of legally independent member firms. The PKF East Coast Practice is also a member of the PKF Australia Limited national network of legally independent firms each trading as PKF. PKF East Coast Practice has offices in NSW, Victoria and Brisbane. PKF East Coast Practice does not accept responsibility or liability for the actions or inactions on the part of any other individual member firm or firms. Liability limited by a scheme approved under Professional Standards Legislation.

7 CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE HALF-YEAR ENDED 31 DECEMBER December December 2008 Interest revenue 50,934 12,241 Other income - 2,985 Employee benefits expense (108,788) (50,742) Consulting expense (171,328) (152,438) Compliance and regulatory costs (34,855) (69,665) Occupancy expense (30,008) (35,837) Loss on sale of tenement interests - (135,819) Loss on sale of fixed assets - (5,869) Exploration costs written off (573,683) (109,432) Legal fees (64,248) (22,977) Finance costs - (8,025) Depreciation expense - (9,002) Other administration expenses (212,460) (78,452) Loss before income tax expense (1,144,436) (663,032) Income tax expense - - Loss after income tax expense (1,144,436) (663,032) Other comprehensive income: Net change in fair value of available-for-sale financial assets 508,800 (5,270) Income tax on other comprehensive income/(loss) - - Total comprehensive loss (635,636) (668,302) Basic (loss) per share (cents) (0.20) (0.41) Diluted (loss) per share (cents) (0.20) (0.41) The accompanying notes form part of these financial statements - 7 -

8 CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2009 CURRENT ASSETS Note 31 December June 2009 Cash and cash equivalents 1,909,364 3,976,639 Receivables 449, ,218 Other current assets 10,326 15,506 TOTAL CURRENT ASSETS 2,369,276 4,449,363 NON-CURRENT ASSETS Financial assets 1,018, ,680 Receivables 1,998 1,998 Intangibles 8,014,850 6,089,066 Exploration, evaluation and development expenditure 12,876,710 13,372,952 TOTAL NON-CURRENT ASSETS 21,912,038 19,973,696 TOTAL ASSETS 24,281,314 24,423,059 CURRENT LIABILITIES Trade and other payables 473, ,277 TOTAL CURRENT LIABILITIES 473, ,277 TOTAL LIABILITES 473, ,277 NET ASSETS 23,807,876 24,234,782 EQUITY Issued capital 2a 25,506,390 25,506,390 Reserves 7,198,734 6,481,204 Accumulated losses (8,897,248) (7,752,812) TOTAL EQUITY 23,807,876 24,234,782 The accompanying notes form part of these financial statements - 8 -

9 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF-YEAR ENDED 31 DECEMBER 2009 Issued Capital Asset Revaluation Reserve Options Premium Reserve Accumulated Losses Total Balance at 1 July ,506, ,130 6,232,074 (7,752,812) 24,234,782 Comprehensive loss for the period - 508,800 - (1,144,436) (635,636) Options issued during the period , ,730 Balance as at 31 Dec ,506, ,930 6,440,804 (8,897,248) 23,807,876 Issued Capital Asset Revaluation Reserve Options Premium Reserve Accumulated Losses Total Balance at 1 July ,674, ,302 (5,642,963) 5,267,631 Comprehensive loss for the period - (5,270) - (663,032) (668,302) Options issued during the period , ,000 Expired options written-back - - (58,000) 58,000 - Cost of securities issued (57,479) (57,479) Balance as at 31 Dec ,616,813 (5,270) 428,302 (6,247,995) 4,791,850 The accompanying notes form part of these financial statements - 9 -

10 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE HALF-YEAR ENDED 31 DECEMBER December December 2008 CASH FLOWS FROM OPERATING ACTIVITIES Other receipts - 3,085 Payments to suppliers and employees (560,425) (628,577) Interest received 50,934 12,241 Research and development tax grant 135,237 - Interest paid - (6,780) Net cash used in operating activities (374,254) (620,031) CASH FLOWS FROM INVESTING ACTIVITIES Payment for exploration and evaluation expenditure (87,441) (227,660) Proceeds from sale of motor vehicles - 20,000 Proceeds from sale of tenements 10,000 1 Payment for plant and and equipment - (609) Payment for intangibles (1,615,580) - Net cash used in investing activities (1,693,021) (208,268) CASH FLOWS FROM FINANCING ACTIVITIES Repayment of borrowings - (30,784) Advances from related parties - 300,000 Advances to related parties - (30,000) Advances to other entities - (650,000) Proceeds from issue of options - 250,000 Capital raising costs on issue of securities - (57,479) Net cash used in financing activities - (218,263) Net increase/(decrease) in cash held (2,067,275) (1,046,562) Cash and cash equivalents at the beginning of the period 3,976,639 1,193,279 Cash and cash equivalents at the end of the period 1,909, ,717 The accompanying notes form part of these financial statements

11 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2009 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES Statement of Compliance The half-year financial report comprises general purpose financial statements prepared in accordance with the Corporations Act 2001 and Accounting Standard AASB 134 Interim Financial Reporting. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 Interim Financial Reporting. The condensed consolidated financial statements of Regal Resources Limited for the half-year ended 31 December 2009 include the Company and its controlled entities, together referred to as the consolidated entity. The condensed half-year report does not include full disclosures of the type normally included in an annual financial report. Therefore, it cannot be expected to provide as full an understanding of the financial performance, financial position and cash flows of the consolidated entity as in the full financial report. It is recommended that this financial report be read in conjunction with the annual financial report for the year ended 30 June 2009 and any public announcements made by the consolidated entity during the halfyear in accordance with continuous disclosure requirements arising under the Corporations Act 2001 and the ASX Listing Rules. Basis of Preparation The condensed consolidated financial statements have been prepared on the basis of historical cost, except for available for sale financial assets which are measured 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 stated. For the purpose of preparing the half-year report, the half-year has been treated as a discrete reporting period. The accounting policies and methods of computation adopted in the preparation of the half-year financial statements are consistent with those adopted and disclosed in the consolidated entity s 2009 annual financial report for the financial year ended 30 June 2009, apart from the adoption of Revised Australian Accounting Standards, AASB 101: Presentation of Financial Statements and AASB 8: Operating Segments, from 1 July Adoption of these standards did not have any effect on the financial position or performance of the consolidated entity. Significant Accounting Judgements and Key Estimates The preparation of interim financial reports requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expense. Actual results may differ from these estimates. In preparing this half-year report, the significant judgements made by management in applying the consolidated entity s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 30 June

12 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2009 (CONT.) NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.) Going Concern The consolidated entity incurred a net loss of 1,144,436 for the half-year ended 31 December 2009 and had net cash of 1,909,364 at the end of the half-year. Its future is dependent upon obtaining external funding for the UCTL project s future cash requirements and other exploration commitments. These conditions indicate a material uncertainty that may cast significant doubt about the consolidated entity s ability to continue as a going concern. The consolidated entity will need to raise additional capital from time to time. Any such fund raisings will be subject to factors beyond the control of the consolidated entity and its directors. When the consolidated entity requires further funding for its programs then it is its intention that the additional funds would be raised in a manner deemed most beneficial by the directors, taking into account working capital, project results, budgets, sharemarket conditions, capital raising opportunities and industry conditions. The directors are confident of raising additional funds and the Company is able to issue up to 15% additional shares of the Company within a 12 month period without obtaining shareholder approval. The Board has resolved to investigate a capital raising to fulfil the planned budgetary requirements of the consolidated entity. The financial statements have been prepared on the basis that the consolidated entity is a going concern, which contemplates the continuity of normal business activities and the realisation of assets and the extinguishment of liabilities in the normal course of business at the amounts stated in the financial statements. If the consolidated entity is unable to continue as a going concern it may be required to realise its assets and extinguish its liabilities other than in the normal course of business and at amounts different to those stated in the financial report. The report does not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the consolidated entity be unable to continue as a going concern and meet its debts as and when they become due and payable. Segment Reporting The consolidated entity has adopted AASB 8 Operating Segments from 1 July 2009 replacing AASB 114 Segment Reporting. No change in segments has occurred as a result of this new Accounting Standard. Operating segments are reported in a manner consistent with the internal reporting provided to the Managing Director. Reporting is currently separated between operating activities comprising development of underground coal to liquids ( UCTL ) technology and gold exploration. Corporate office activities are not allocated to operating segments and form part of the balance of unallocated revenue, expenses, assets and liabilities

13 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2009 (CONT.) NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.) NOTE 2: EQUITY SECURITIES MOVEMENTS a) Ordinary Shares 31 December December 2009 No. of shares At beginning of the reporting period 583,640,187 25,506,390 Shares issued during the period - - At the end of the period 583,640,187 25,506,390 b) Options Premium Reserve 31 December December 2009 No. of options At beginning of the reporting period 483,006,346 6,232,074 Options issued during the period (i) 3,330, ,730 Options issued during the period (ii) 5,000,000 75,000 At the end of the period 491,336,346 * 6,440,804 (i) On 5 October 2009, 3,330,000 options valued at per option were issued for consulting services expiring 17 March 2014 and have an exercise price of 6 cents per option. (ii) On 14 December 2009, 5,000,000 options valued at were issued as part payment for acquiring licence rights to the W10 hydrocarbon enhancement process. These options expire on 6 November 2011 and have an exercise price of 6 cents per option. * Inclusive of two (2) classes of options

14 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2009 (CONT.) NOTE 3: SEGMENT INFORMATION The consolidated entity s operations are within Australia and are predominantly confined to gold exploration and the development of underground coal to liquids ( UCTL ) technology. Revenue Gold Exploration UCTL Technology Consolidated Segment Revenue Unallocated Revenue 50,934 15,226 Total Consolidated Revenue 50,934 15, Result from operations Segment Result (576,093) (663,032) (1,003) - (577,096) (663,032) Unallocated Expenses (567,340) - Result before tax (1,144,436) (663,032) Income tax benefit - - Consolidated net loss (1,144,436) (663,032) NOTE 4: COMMITMENTS AND CONTINGENT ASSETS AND LIABILTIES The consolidated entity s commitments continue to be in place. For details of these commitments, please refer to the 30 June 2009 annual financial report. Subsequent to 31 December 2009, the consolidated entity has entered into agreements to farm-out or sell its interests in projects thereby reducing exploration expenditure commitments. Refer to note 5 for details. No other changes in contingent assets and liabilities have occurred since the last annual reporting date

15 NOTE 5: SUBSEQUENT EVENTS The consolidated entity has entered into agreements to farm-out existing mining and exploration projects at Mt. Zephyr, Mt. Korong, Mt. Goose, Eucalyptus and Malcolm. Collectively, the joint ventures will provide 90,000 in cash, qualifying expenditure of 1.5 million (inclusive of minimum expenditure of 350,000) and royalties of up to 2 million. The consolidated entity also disposed of its Yerilla project for 30,000 cash and royalty on gold recovered of up to 500,000. There are no other matters or circumstances that have arisen since the end of the half year which significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in future financial periods

16 DIRECTORS DECLARATION In the opinion of the directors: (a) (b) the financial statements and notes of the consolidated entity are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the consolidated entity s financial position as at 31 December 2009 and the performance for the half-year ended on that date of the consolidated entity; and (ii) complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations 2001; and there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable. This declaration is signed in accordance with a resolution of the Board of Directors made pursuant to s.303(5) of the Corporations Act On behalf of the Directors A Edgar Managing Director Dated this 26 th day of February 2009 Melbourne

17 INDEPENDENT AUDITOR S REVIEW REPORT TO THE MEMBERS OF We have reviewed the accompanying half-year financial report of Regal Resources Limited, which comprises the statement of financial position as at 31 December 2009, and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the half-year ended on that date, a statement of accounting policies, other selected explanatory notes and the directors declaration of the consolidated entity comprising the company and the entities it controlled at 31 December 2009 or from time to time during the half year ended on that date. Directors Responsibility for the Half-Year Financial Report The directors of the company are responsible for the preparation and fair presentation of the half-year financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act This responsibility includes establishing and maintaining internal controls relevant to the preparation and fair presentation of the half-year financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditor s Responsibility Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of an Interim Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the company s financial position as at 31 December 2009 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations As the auditor of Regal Resources Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report. A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Independence In conducting our review, we have complied with the independence requirements of the Corporations Act Tel: Fax: PKF ABN Level 14, 140 William Street Melbourne Victoria 3000 Australia GPO Box 5099 Melbourne Victoria 3001 The PKF East Coast Practice is a member of the PKF International Limited network of legally independent member firms. The PKF East Coast Practice is also a member of the PKF Australia Limited national network of legally independent firms each trading as PKF. PKF East Coast Practice has offices in NSW, Victoria and Brisbane. PKF East Coast Practice does not accept responsibility or liability for the actions or inactions on the part of any other individual member firm or firms. Liability limited by a scheme approved under Professional Standards Legislation.

18 INDEPENDENT AUDITOR S REVIEW REPORT TO THE MEMBERS OF (CONT D) Conclusion Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Regal Resources Limited is not in accordance with the Corporations Act 2001 including: (a) giving a true and fair view of the consolidated entity s financial position as at 31 December 2009 and of its performance for the half-year ended on that date; and (b) complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations Emphasis of Matter - Material Uncertainty Regarding Continuation As A Going Concern Without qualification to the conclusion expressed above, attention is drawn to the following matter. As referred to in Note 1 Going Concern to the financial statements, the consolidated entity incurred a net loss of 1,144,436 for the half-year ended 31 December 2009 and had net cash of 1,909,364 at the end of the half-year. Its future is dependent upon obtaining external funding for the UCTL project future cash requirements and other exploration commitments. These conditions give rise to a material uncertainty which may cast significant doubt about the ability of the consolidated entity to continue as a going concern, and therefore whether it will be able to pay its debts as and when they fall due and realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report. The financial report has been prepared on a going concern basis and therefore does not include any adjustments relating to the recoverability and classification of recorded asset amounts, or to the amounts and classification of liabilities that might be necessary should the consolidated entity not continue as a going concern. PKF J A Mooney Partner 26 February 2010 Melbourne