Argosy Minerals Limited

Transcription

1 ABN Annual Report -

2 Contents Corporate directory 3 Directors' report 4 Auditor's independence declaration 14 Statement of profit or loss and other comprehensive income 15 Statement of financial position 16 Statement of changes in equity 17 Statement of cash flows 18 Notes to the financial statements 19 Directors' declaration 41 Independent auditor's report to the members of Argosy Minerals Limited 42 Shareholder information 44 2

3 Corporate directory Directors Company secretary Mr Philip Thick (Non-Executive Chairman) Mr Kevin Nichol (Non-Executive Director) Mr Danie Van Den Bergh (Non-Executive Director) Melanie Leydin Registered office Level Albert Road South Melbourne VIC 3205 Principal place of business Level Albert Road South Melbourne VIC 3205 Share register Auditor Stock exchange listing Advanced Share Registry Services 150 Stirling Highway Nedlands, WA 6009 Rothsay Chartered Accountants Level 1, Lincoln Building 4 Ventnor Avenue West Perth WA 6005 Argosy Minerals Limited shares are listed on the Australian Securities Exchange (ASX code: AGY) 3

4 Directors' report The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'consolidated entity') consisting of Argosy Minerals Limited (referred to hereafter as the 'company' or 'parent entity') and the entities it controlled for the year ended. Directors The following persons were directors of Argosy Minerals Limited during the whole of the financial year and up to the date of this report, unless otherwise stated: Mr Philip Thick Mr Kevin Nichol (appointed 3 October 2013) Mr Danie Van Den Bergh Mr Peter Lloyd (resigned 3 October 2013) Principal activities During the financial year the principal continuing activities of the consolidated entity consisted of: the identification and development of mineral resource opportunities in Africa. Dividends There were no dividends paid, recommended or declared during the current or previous financial year. Review of operations The loss for the consolidated entity after providing for income tax amounted to 1,645,529 (31 December 2012: 941,378). CORPORATE During the year ended Argosy Minerals Limited (ASX: AGY) ( the Company ) announced on 17 June 2013 that it had issued 12,500,000 unlisted options to Directors of the Company exercisable at 0.09 (9 cents) each on or before 13 June 2017, as approved at the Annual General Meeting held 30 May On 3 October 2013 the Company announced that Mr Peter Lloyd has resigned as Executive Director and that Mr Kevin Nichol has been appointed to the Board of Directors as a representative of the shareholders of DAF. The Company also announced that Mr Alan Thomas has resigned as Company Secretary and that Ms Melanie Leydin has been appointed as Company Secretary. During the period Discovery Africa Limited (formerly Baru Resources Limited, ASX: BAC) ('DAF') announced that it had signed Takeover Bid Implementation Deed under which it was proposed that DAF would acquire all of the issued shares of Argosy Minerals Limited ("Argosy") in a share based transaction by way of an off-market takeover offer. Under the offer Argosy shareholders would receive one new DAF share for every one Argosy share held. At the time of the announcement DAF had on issue 49,796,009 shares and Argosy had on issue 126,029,105 shares. DAF would therefore issue a maximum of 126,029,105 shares as consideration for the acquisition, plus 12,500,000 share options, being one DAF share option for every one Argosy share option held. DAF dispatched a copy of the bidder's statement to the Argosy shareholders on 3 September 2013, which is the date of the offer. On 17 September 2013 DAF announced that it had received acceptances in excess of 50.1% and that the offer was now unconditional. The offer to Argosy shareholders was extended to 30 November 2013 and DAF announced that it had received acceptances of 111,713,689 shares representing 88.64% of the issued share capital of Argosy. On 27 December 2013 the Company announced that its share registry will be transferred from Computershare Investor Services Pty Limited to Advanced Share Registry Services Limited effective Monday 6 January

5 Directors' report EXPLORATION During the year ended Argosy Minerals Limited (ASX: AGY) ( the Company ) announced on 30 April 2013 that it had executed two separate agreements to acquire a total of approximately 95,000 hectares of highly prospective exploration ground in Namibia, Africa. On 24 May 2013 the Company announced the relinquishment of two coal projects in KwaZulu Natal South Africa, and noted that it had been decided to allocate all resources to the development of the Namibian projects. On 22 November 2013 DAF provided an update on the progress of AGY s Area 51 Graphite Project exploration activities noting the following: - Geological mapping exercise has been completed; - The geophysics program was completed by mid- December 2013; - Both the initial geology and geophysics results indicate both higher and lower grade areas which will provide the Company with defined drilling targets; - A Drilling contractor was appointed with the first 10 Diamond drill holes to begin in January 2014; and - The strike length of the outcropping formation area is approximately 5 kilometres. Significant changes in the state of affairs On 2 July 2013 Discovery Africa Limited (formerly Baru Resources Limited, ASX: BAC) ('DAF') announced that it had signed Takeover Bid Implementation Deed under which it was proposed that DAF would acquire all of the issued shares of Argosy Minerals Limited ("Argosy") in a share based transaction by way of an off-market takeover offer. Under the offer Argosy shareholders would receive one new DAF share for every one Argosy share held. At the time of the announcement DAF had on issue 49,796,009 shares and Argosy had on issue 126,029,105 shares. DAF would therefore issue a maximum of 126,029,105 shares as consideration for the acquisition, plus 12,500,000 share options, being one DAF share option for every one Argosy share option held. DAF dispatched a copy of the bidder's statement to the Argosy shareholders on 3 September 2013, which is the date of the offer. On 17 September 2013 DAF announced that it had received acceptances in excess of 50.1% and that the offer was now unconditional. The offer to Argosy shareholders was extended to 30 November 2013 and DAF announced that it had received acceptances of 111,713,689 shares representing 88.64% of the issued share capital of Argosy. At the date of this report DAF holds 88.64% of the share capital of Argosy. During the period the consolidated entity entered into a loan agreement with Discovery Africa Limited ( Discovery ). The loan agreement stipulates a principal sum of 600,000 and consolidated entity is to repay the moneys owing on such a date as may be agreed in writing by the two parties. The consolidated entity will pay Discovery interest on the principal sum or on so much of the principal sum as for the time being remains drawn down and unpaid at the rate of 13 % per annum. All transactions were made on normal commercial terms and conditions and at market rates. There were no other significant changes in the state of affairs of the consolidated entity during the financial year. Matters subsequent to the end of the financial year No matter or circumstance has arisen since that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years. Likely developments and expected results of operations Information on likely developments in the operations of the consolidated entity and the expected results of operations have not been included in this report because the directors believe it would be likely to result in unreasonable prejudice to the consolidated entity. Environmental regulation The consolidated entity holds participating interests in a number of mining and exploration tenements. The various authorities granting such tenements require the tenement holder to comply with the terms of the grant of the tenement and all directions given to it under those terms of the tenement. There have been no known breaches of the tenement conditions, and no such breaches have been notified by any government agency during the year ended 31 December

6 Directors' report Information on directors Name: Title: Qualifications: Experience and expertise: Other current directorships: Former directorships (in the last 3 years): Special responsibilities: Interests in shares: Name: Title: Qualifications: Experience and expertise: Other current directorships: Former directorships (in the last 3 years): Special responsibilities: Interests in shares: Philip Thick Non-Executive Chairman Bachelor of Engineering (Hons) Mr Thick worked as an engineer for Alcoa Australia Limited for 5 years before joining Shell Australia Limited. His 20 year career with Shell covered roles in most cities around Australia and a 3 year appointment in London. He was an Executive Director of Shell Australia Limited from 2003 to 2006 and was responsible for the Downstream Oil business across Australia and the Pacific Islands, and was CEO and a Director of Coogee Chemicals Pty Ltd for 4 years until June Mr Thick is currently a Director of New Standard Energy and is Chairman of Perth Home Care Services. New Standard Energy (ASX:NSE) and Discovery Africa Limited (ASX: DAF, appointed 3 October 2013) MHM Metals Limited (ASX:MHM, resigned 18 December 2013) None None Kevin Nichol Non-Executive Director B.Comm (Hons) CFA After finishing his honours thesis in the energy sector, Kevin worked as a financial analyst for the late Kerry Packer s private company, Press Holdings Pty Ltd (now Media Ltd). In the mid-80s he joined Norths Stockbrokers, where he learnt his trade in the marketplace as an advisor. Kevin also spent several years on the trading floor of the Sydney Futures Exchange and traded commodities as well as interest-rate futures for several banking houses. Mr Nichol was appointed director on 3 October 2013, upon completion of the off-market takeover of the Company by Discovery Africa Limited. Discovery Africa Limited (ASX: DAF) Celamin Holdings NL (resigned 18 November 2011) None None Name: Danie Van Den Bergh Title: Non-Executive Director Qualifications: Master of Science Experience and expertise: Mr Van Den Bergh has over 38 years of mining industry experience, during which time he specialised in mining engineering, corporate finance work including merger and acquisitions, financial valuation of projects, mining due diligences and competent persons reports. Mr Van Den Bergh has worked at various Anglo American operations over a period of 26 years. Thereafter he joined Durban Roodepoort Deep as their new business executive, during which time he gained extensive experience internationally and in various countries in Africa. He joined Investec Bank in their corporate finance division for four years during which time he was involved in various projects including company listings. He was also a partner in an independent corporate advisory company where he specialised in the financial valuation of projects. Mr Van Den Bergh is currently a shareholder and director in various mining ventures. Other current directorships: Discovery Africa Limited (ASX: DAF, appointed 3 October 2013) Former directorships (in the last 3 None years): Special responsibilities: None Interests in shares: None 6

7 Directors' report Name: Peter Lloyd Title: Chief Executive Officer (resigned 3 October 2013) Qualifications: Bachelor of Law Experience and expertise: Mr Lloyd, a lawyer by profession, is a founding member of Argosy Minerals Limited and has been involved in mining exploration for over 25 years. He has extensive experience in corporate life and has been involved in projects in Canada, United States of America, Eastern Europe, Africa, New Caledonia and Australia. Mr Lloyd resigned from the Company on 3 October Other current directorships: None Former directorships (in the last 3 None years): Special responsibilities: None Interests in shares: None 'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated. 'Former directorships (in the last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes directorships of all other types of entities, unless otherwise stated. Company secretary Melanie Leydin was appointed on 3 October Melanie has 22 years' experience in the accounting profession and is a director and company secretary for a number of oil and gas, junior mining and exploration entities listed on the Australian Stock Exchange. She is a Chartered Accountant and is a Registered Company Auditor. She Graduated from Swinburne University in 1997, became a Chartered Accountant in 1999 and since February 2000 has been the principal of chartered accounting firm, Leydin Freyer specialising in outsourced company secretarial and financial duties for resources and biotechnology sectors. Alan Thomas held office as Company Secretary until 3 October Meetings of directors The number of meetings of the company's Board of Directors ('the Board') and of each Board committee held during the year ended, and the number of meetings attended by each director were: Full Board Attended Held Philip Thick 2 2 Kevin Nichol 2 2 Danie Van Den Bergh 2 2 Peter Lloyd 1 1 Held: represents the number of meetings held during the time the director held office or was a member of the relevant committee. Remuneration report (audited) The remuneration policy of Argosy Minerals Limited has been designed to align director and executive objectives with shareholder and business objectives by providing a fixed remuneration component and offering specific long term incentives based on key performance areas affecting the Group s financial results. The board of Argosy Minerals Limited believes the remuneration policy is appropriate and effective in its ability to attract and retain high calibre executives and directors to run and manage the Group. The remuneration report is set out under the following main headings: Principles used to determine the nature and amount of remuneration Details of remuneration Service agreements Share-based compensation Additional information 7

8 Directors' report Principles used to determine the nature and amount of remuneration Non-executive directors remuneration The Group's policy is to remunerate non executive directors at a fixed fee for time, commitment and responsibilities. Remuneration for non-executive directors is not linked to individual performance. From time to time the Group may grant options to non-executive directors. The grant of options is designed to recognise and reward efforts as well as to provide non executive directors with additional incentive to continue those efforts for the benefit of the Group. The maximum aggregate amount of fees (including superannuation payments) that can be paid to non executive directors is subject to approval by shareholders at a General Meeting. Executive remuneration Executive pay and reward consists of a base salary and performance incentives. Long term performance incentives may include options granted at the discretion of the Board and subject to obtaining the relevant approvals. The grant of options is designed to recognise and reward efforts as well as to provide additional incentive and may be subject to the successful completion of performance hurdles. entity performance and link to remuneration The remuneration policy has been tailored to increase goal congruence between shareholders and directors and executives. Currently, this is facilitated through the issue of options to executives to encourage the alignment of personal and shareholder interests. The Group believes this policy will be effective in increasing shareholder wealth. For details of directors and executives interests in options at year end. No market based performance remuneration has been paid in the current year. Group performance, shareholder wealth and directors' and executives' remuneration The remuneration policy has been tailored to increase the direct positive relationship between shareholders investment objectives and directors and executives performance. Currently, this is facilitated through the issue of options to executives to encourage the alignment of personal and shareholder interests. No market based performance remuneration has been paid in the current year. Voting and comments made at the company's 2013 Annual General Meeting ('AGM') At the 2013 AGM, 88.23% of the votes received supported the adoption of the remuneration report for the year ended 31 December The company did not receive any specific feedback at the AGM regarding its remuneration practices. Details of remuneration Amounts of remuneration Details of the remuneration of the key management personnel of the consolidated entity are set out in the following tables. 8

9 Directors' report Short-term benefits Postemployment benefits Long-term benefits Share-based payments Cash salary Non- Super- Long-service Equity and fees Termination monetary annuation leave settled Total Non-Executive Directors: Philip Thick*** 37, ,000 71,500 Kevin Nichol* 7, ,500 Danie Van Den Bergh*** 30, , ,000 Executive Directors: Peter Lloyd** 110, ,200-35, , ,427 Other Key Management Personnel: Melanie Leydin **** 6, ,000 Mr Alan Thomas ***** 65, , , ,200-35, , ,010 * Mr Kevin Nichol was appointed on 3 October 2013, his directors fees have been accrued as at. ** Mr Peter Lloyd resigned on 3 October *** Mr Danie Van Den Bergh and Mr Philip Thick had accrued directors fees for the period October-December **** Fees paid to Leydin Freyer Corp Pty Ltd in respect of Company Secretarial and Accounting Services. Ms Melanie Leydin was appointed as Company Secretary on 3 October ***** Fees paid to Crowe Horwath (Aust) Pty Ltd in respect of Company Secretarial and Accounting Services. Mr Alan Thomas resigned as Company Secretary on 3 October Short-term benefits Postemployment benefits Long-term benefits Share-based payments Cash salary Non- Super- Long service Equity and fees Bonus monetary annuation leave settled Total Non-Executive Directors: Philip Thick 40,000-3, ,278 Executive Directors: Danie Van Den Bergh 53,800-3, ,078 Peter Lloyd 284,000-3, , ,800-9, ,634 9

10 Directors' report The proportion of remuneration linked to performance and the fixed proportion are as follows: Fixed remuneration At risk - STI At risk - LTI Name Non-Executive Directors: Philip Thick 100% 100% -% -% -% -% Kevin Nichol 100% -% -% -% -% -% Danie Van Den Bergh 100% 100% -% -% -% -% Executive Directors: Peter Lloyd 100% 100% -% -% -% -% Service agreements Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details of these agreements are as follows: There is no services agreement with any key management personnel expect for Mr Peter Lloyd, details of which are as follows: Former Contract (cancelled effective 31 March 2013) The Group entered into a service agreement with Peninsular Services Pty Ltd for the provision to secure the services of Mr Peter Lloyd as Managing Director, and other procurement, administration, equipment hire, and other general management services. Effective December 2012, the agreement was adjusted from a base payment of 24,000 per month to 20,000 per month plus direct reimbursements (at cost) for salaries and other personnel provided by Peninsular Services Pty Ltd. In the event of termination of the agreement, Peninsular Services Pty Ltd will be entitled to twice the annual fee. New Contract (effective 1 April 2013) Effective 1 April 2013, the service agreement for Peter Lloyd is cancelled. A new contract has been agreed with Peter Lloyd as follows: Base remuneration- 180,000 plus statutory superannuation at 9% are to be paid. Term of agreement no fixed term of agreement. Payment of termination benefit on early termination by the company, other than by gross misconduct, equal to 12 months remuneration. In addition, Peninsular Services Pty Ltd, a company related to Peter Lloyd, has entered into a new service agreement effective 1 April 2013 and will be entitled to remuneration for hire of equipment and other services at a rate of 40,000 per annum. Mr Peter Lloyd resigned as a Director on 3 October Key management personnel have no entitlement to termination payments in the event of removal for misconduct. Share-based compensation Issue of shares There were no shares issued to directors and other key management personnel as part of compensation during the year ended. 10

11 Directors' report Options The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other key management personnel in this financial year or future reporting years are as follows: Fair value Grant date Vesting date and exercisable date Expiry date per option Exercise price at grant date 30 May June June Options granted carry no dividend or voting rights. The number of options over ordinary shares granted to and vested by directors and other key management personnel as part of compensation during the year ended are set out below: Number of Number of Number of Number of options options options options granted granted vested vested during the during the during the during the Name year 2013 year 2012 year 2013 year 2012 Philip Thick 1,000,000-1,000,000 - Danie Van Den Bergh 4,000,000-4,000,000 - Peter Lloyd 7,500,000-7,500,000 - Values of options over ordinary shares granted, exercised and lapsed for directors and other key management personnel as part of compensation during the year ended are set out below: Value of Value of Value of Remuneration options options options consisting of granted exercised lapsed options during the during the during the for the Name year year year year % Philip Thick 34, % Danie Van Den Bergh 136, % Peter Lloyd 255, % All options granted to directors were transferred to Discovery Africa Limited in exchange for share options in Discovery Africa Limited as part of the acquisition of Argosy Minerals Limited by Discovery Africa Limited. Additional information The earnings of the consolidated entity for the five years to are summarised below: Loss after income tax (1,645,529) (941,378) (1,241,747) (1,064,592) (739,804) 11

12 Directors' report The factors that are considered to affect total shareholders return ('TSR') are summarised below: Share price at financial year end () Basic earnings per share (cents per share) (1.31) (0.78) (1.06) (0.01) (0.01) This concludes the remuneration report, which has been audited. Shares under option Unissued ordinary shares of Argosy Minerals Limited under option at the date of this report are as follows: Exercise Number Grant date Expiry date price under option 30 May 2013* 13 June ,500,000 * All share options were transferred to Discovery Africa Limited as part of the acquisition of Argosy Minerals Limited. Share options in Discovery Africa Limited were provided in exchange for these options. Shares issued on the exercise of options There were no ordinary shares of Argosy Minerals Limited issued on the exercise of options during the year ended 31 December 2013 and up to the date of this report. Indemnity and insurance of officers The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith. During the financial year, the company paid a premium in respect of a contract to insure the directors and executives of the company against a liability to the extent permitted by the Corporations Act The contract of insurance prohibits disclosure of the nature of liability and the amount of the premium. Indemnity and insurance of auditor The company has not, during or since the financial year, indemnified or agreed to indemnify the auditor of the company or any related entity against a liability incurred by the auditor. During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity. Proceedings on behalf of the company No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the company, or to intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or part of those proceedings. Non-audit services There were no non-audit services provided during the financial year by the auditor. Officers of the company who are former audit partners of Rothsay Chartered Accountants There are no officers of the company who are former audit partners of Rothsay Chartered Accountants. Auditor's independence declaration A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on the following page. Auditor Rothsay Chartered Accountants continues in office in accordance with section 327 of the Corporations Act

13 Directors' report This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act On behalf of the directors Mr Philip Thick Non-Executive Chairman 14 March 2014 Melbourne 13

14

15 Statement of profit or loss and other comprehensive income For the year ended Note Revenue 5 8,080 28,047 Expenses Compliance costs (87,033) (49,023) Bank charges (1,021) (1,693) Rental expenses (78,182) (71,523) Directors fees 6 (604,000) (70,000) Legal fees (39,279) (4,272) Depreciation and amortisation expense 6 (2,257) (5,729) Loss on disposal of assets 11 (7,322) - Exploration and project assessment expenditure (202,505) (187,456) Office expenses (10,080) (13,147) Professional fees (69,029) (64,031) Management fees (511,385) (442,877) Other expenses (29,795) (59,674) Finance costs (11,721) - Loss before income tax expense (1,645,529) (941,378) Income tax expense Loss after income tax expense for the year attributable to the owners of Argosy Minerals Limited 19 (1,645,529) (941,378) Other comprehensive income for the year, net of tax - - Total comprehensive income for the year attributable to the owners of Argosy Minerals Limited (1,645,529) (941,378) Cents Cents Basic earnings per share 32 (1.31) (0.78) Diluted earnings per share 32 (1.31) (0.78) The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 15

16 Statement of financial position As at Note Assets Current assets Cash and cash equivalents 8 4, ,001 Trade and other receivables 9 6,364 10,530 Other 10 8,935 1,649 Total current assets 20, ,180 Non-current assets Property, plant and equipment 11-9,579 Exploration and evaluation ,635 - Total non-current assets 184,635 9,579 Total assets 204, ,759 Liabilities Current liabilities Trade and other payables 13 34,486 51,522 Employee benefits 15-10,007 Total current liabilities 34,486 61,529 Non-current liabilities Borrowings ,724 - Total non-current liabilities 449,724 - Total liabilities 484,210 61,529 Net assets/(liabilities) (279,549) 910,230 Equity Issued capital 17 52,948,890 52,918,140 Reserves 18 3,612,406 3,187,406 Accumulated losses 19 (56,840,845) (55,195,316) Total equity/(deficiency) (279,549) 910,230 The above statement of financial position should be read in conjunction with the accompanying notes 16

17 Statement of changes in equity For the year ended Issued Accumulated Total capital losses Reserves equity Balance at 1 January ,332,700 (54,253,938) 3,187,406 1,266,168 Loss after income tax expense for the year - (941,378) - (941,378) Other comprehensive income for the year, net of tax Total comprehensive income for the year - (941,378) - (941,378) Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs (note 17) 585, ,440 Balance at 31 December ,918,140 (55,195,316) 3,187, ,230 Accumulate Issued d Total capital losses Reserves deficiency Balance at 1 January ,918,140 (55,195,316) 3,187, ,230 Loss after income tax expense for the year - (1,645,529) - (1,645,529) Other comprehensive income for the year, net of tax Total comprehensive income for the year - (1,645,529) - (1,645,529) Transactions with owners in their capacity as owners: Share-based payments (note 33) , ,000 Acquisition of tenements 30, ,750 Balance at 52,948,890 (56,840,845) 3,612,406 (279,549) The above statement of changes in equity should be read in conjunction with the accompanying notes 17

18 Statement of cash flows For the year ended Note Cash flows from operating activities Payments to suppliers and employees (inclusive of GST) (1,034,967) (972,240) Interest received 8,079 28,047 Net cash used in operating activities 30 (1,026,888) (944,193) Cash flows from investing activities Payments for exploration and evaluation 12 (356,389) - Net cash used in investing activities (356,389) - Cash flows from financing activities Proceeds from issue of shares ,000 Proceeds from borrowings 438,003 - Share issue transaction costs - (25,560) Net cash from financing activities 438, ,440 Net decrease in cash and cash equivalents (945,274) (358,753) Cash and cash equivalents at the beginning of the financial year 950,001 1,308,754 Cash and cash equivalents at the end of the financial year 8 4, ,001 The above statement of cash flows should be read in conjunction with the accompanying notes 18

19 Notes to the financial statements Note 1. General information The financial report covers Argosy Minerals Limited as a consolidated entity consisting of Argosy Minerals Limited and the entities it controlled. The financial report is presented in Australian dollars, which is Argosy Minerals Limited's functional and presentation currency. The financial report consists of the financial statements, notes to the financial statements and the directors' declaration. Argosy Minerals Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is: Level Albert Road South Melbourne VIC 3205 A description of the nature of the consolidated entity's operations and its principal activities are included in the directors' report, which is not part of the financial report. The financial report was authorised for issue, in accordance with a resolution of directors, on 14 March The directors have the power to amend and reissue the financial report. Note 2. Significant accounting policies The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. New, revised or amending Accounting Standards and Interpretations adopted The consolidated entity has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. Any significant impact on the accounting policies of the consolidated entity from the adoption of these Accounting Standards and Interpretations are disclosed below. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the consolidated entity. The following Accounting Standards and Interpretations are most relevant to the consolidated entity: AASB Presentation of Items of Other Comprehensive Income The consolidated entity has applied amendments to AASB 101 arising from AASB amendments from 1 January The amendments requires grouping together of items within other comprehensive income on the basis of whether they will eventually be 'recycled' to the profit or loss (reclassification adjustments). The change provides clarity about the nature of items presented as other comprehensive income and the related tax presentation. The amendments also introduced the term 'Statement of profit or loss and other comprehensive income' clarifying that there are two discrete sections, the profit or loss section (or separate statement of profit or loss) and other comprehensive income section. AASB 10 Financial Statements The consolidated entity has applied AASB 10 from 1 January AASB 10 supersedes AASB 127 and Separate Financial Statements and Interpretation 112 Consolidation Special Purpose Entities. AASB 10 revises the definition of control and provides extensive new guidance on its application. These new requirements have the potential to affect which of the Group s investees are considered to be subsidiaries and therefore change the scope of consolidation. The requirements on consolidation procedures, accounting for changes in non-controlling interests and accounting for loss of control of a subsidiary are unchanged. Management has reviewed its control assessments in accordance with AASB 10 and has concluded that there is no effect on the classification (as subsidiaries or otherwise) of any of the Group s investees held during the period or comparative periods covered by these financial statements. 19

20 Notes to the financial statements Note 2. Significant accounting policies (continued) Going concern The financial report has been prepared on the going concern basis, which contemplates continuity of normal business activities and realisation of assets and settlement of liabilities in the ordinary course of business. The going concern of the consolidated entity is dependent upon it maintaining sufficient funds for its operations and commitments. The Directors continue to monitor the ongoing funding requirements of the consolidated entity. The Directors are confident that sufficient funds can be secured if required by a combination of capital raising, sale of assets or joint ventures to enable the consolidated entity to continue as a going concern and as such are of the opinion that the financial report has been appropriately prepared on a going concern basis. During the period the consolidated entity entered into a loan agreement with Discovery Africa Limited ( Discovery ) which would allow Discovery to make payments on behalf of Argosy Minerals Limited up to a principal sum of 600,000. As at 31 December 2013 the loan from Discovery Africa Limited amounted to 449,724. During the period the consolidated entity recorded a net loss of 1,645,529 and has net cash outflows from operating and exploration activities of 1,383,277. As at the consolidated entity has a working capital deficit of 14,460. Change in accounting policy During the year the consolidated entity was acquired by Discovery Africa Limited ("DAF"), a company listed on the ASX, in an off-market takeover. In order to align the accounting policies of the consolidated entity to those of DAF, the accounting policy in relation to exploration and evaluation expenditure has been changed during the current period. The previous policy was to expense any exploration and evaluation expenditure as it was incurred. The policy has been updated to align to that of DAF, which is to carry forward the expenditure where it is expected it will be recovered either through development and exploitation of the resources subject to exploration or through the sale of the rights to the exploration and evaluation asset. At 31 December 2012 the consolidated entity did not hold the rights to any exploration and evaluation assets that it had incurred significant expenditure on. It has not therefore been necessary to restate the prior period balance sheet to reflect the change in the accounting policy. Basis of preparation These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board ('IASB'). Historical cost convention The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of available-for-sale financial assets, financial assets and liabilities at fair value through profit or loss, investment properties, certain classes of property, plant and equipment and derivative financial instruments. Critical accounting estimates The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3. Parent entity information In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only. Supplementary information about the parent entity is disclosed in note 27. Principles of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Argosy Minerals Limited ('company' or 'parent entity') as at and the results of all subsidiaries for the year then ended. Argosy Minerals Limited and its subsidiaries together are referred to in these financial statements as the 'consolidated entity'. 20

21 Notes to the financial statements Note 2. Significant accounting policies (continued) Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the consolidated entity The acquisition of subsidiaries is accounted for using the acquisition method of accounting. Refer to the 'business combinations' accounting policy for further details. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent. Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The consolidated entity recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss. Operating segments Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the allocation of resources to operating segments and assessing their performance. Revenue recognition Revenue is recognised when it is probable that the economic benefit will flow to the consolidated entity and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable. Interest Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. Other revenue Other revenue is recognised when it is received or when the right to receive payment is established. Income tax The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable. Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for: When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. 21

22 Notes to the financial statements Note 2. Significant accounting policies (continued) The carrying amount of recognised and unrecognised deferred tax assets are reviewed each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset. Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entity's which intend to settle simultaneously. Cash and cash equivalents Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Trade and other receivables Other receivables are recognised at amortised cost, less any provision for impairment. Property, plant and equipment Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred. The depreciable amount of fixed assets are depreciated on a diminishing value basis over their useful lives to the Group, commencing from the time the assets are held ready for use. The depreciation rates used for each class of depreciable assets are: Property, plant and equipment 3-5 years The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the consolidated entity. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. Any revaluation surplus reserve relating to the item disposed of is transferred directly to retained profits. Intangible assets Exploration and evaluation assets Exploration and evaluation expenditure in relation to separate areas of interest for which rights of tenure are current is carried forward as an asset in the statement of financial position where it is expected that the expenditure will be recovered through the successful development and exploitation of an area of interest, or by its sale; or exploration activities are continuing in an area and activities have not reached a stage which permits a reasonable estimate of the existence or otherwise of economically recoverable reserves. Where a project or an area of interest has been abandoned, the expenditure incurred thereon is written off in the year in which the decision is made. Impairment of non-financial assets Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. Recoverable amount is the higher of an asset's fair value less costs to sell and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit. 22

23 Notes to the financial statements Note 2. Significant accounting policies (continued) Trade and other payables These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition. Borrowings Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method. Where there is an unconditional right to defer settlement of the liability for at least 12 months after the reporting date, the loans or borrowings are classified as non-current. Finance costs Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred, including: interest on short-term and long-term borrowings Employee benefits Wages and salaries and annual leave Liabilities for wages and salaries, including non-monetary benefits, and annual leave expected to be settled within 12 months of the reporting date are recognised in current liabilities in respect of employees' services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Long service leave The liability for long service leave is recognised in current and non-current liabilities, depending on the unconditional right to defer settlement of the liability for at least 12 months after the reporting date. The liability is measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Defined contribution superannuation expense Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred. Share-based payments Equity-settled and cash-settled share-based compensation benefits are provided to employees. Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price. The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the consolidated entity receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions. The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods. 23