ACN 146 455 576 Interim Financial Report for the half year ended
Contents CORPORATE INFORMATION... 1 DIRECTORS REPORT... 2 AUDITOR S INDEPENDENCE DECLARATION... 5 CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME... 6 CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION... 7 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY... 8 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS... 9 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS... 10 DIRECTORS DECLARATION... 15 INDEPENDENT AUDITOR S REVIEW REPORT... 16 This financial report covers the Radar Iron Ltd Group consisting of Radar Iron Ltd and its subsidiaries, Radar Resources Pty Ltd and Radar Iron Uruara Pty Ltd. The financial report is presented in Australian dollars. Radar Iron Ltd is a company limited by shares, incorporated and domiciled in Australia. The registered office and principal place of business is: Radar Iron Ltd Suite 8 55 Hampden Road Nedlands WA 6009 A description of the nature of the Group s operations and its principal activities is included in the Directors Report on page 2, which does not form part of this financial report. The Company has the power to amend and reissue the financial report.
Corporate Information Directors: Registered & Principal Office: Alan Tough Suite 8, 55 Hampden Road Non-Executive Chairman NEDLANDS WA 6009 Telephone: + 618 9482 0580 Jonathan Lea Facsimile: + 618 9389 5885 Non-Executive Director Postal Address: Ananda Kathiravelu P.O. Box 994 Non-Executive Director SUBIACO WA 6904 David Sourbutts Non-Executive Director Company Secretary: Damon Sweeny Home Stock Exchange: Australian Securities Exchange Limited Level 40, Central Park 152-158 St Georges Terrace PERTH WA 6000 ASX Code: Auditors: RAD Nexia Perth Audit Services Pty Ltd Level 3 Share Registry: 88 William Street Security Transfers Registrars Pty Ltd PERTH WA 6000 770 Canning Highway APPLECROSS WA 6153 Bankers: Westpac Banking Corporation Website: 108 Stirling Highway www.radariron.com.au NEDLANDS WA 6009 Solicitors - Perth: Kings Park Corporate Lawyers Level 2, 45 Richardson Street WEST PERTH WA 6005-1 -
Directors Report Your Directors have pleasure in submitting their report on the Group, being the Company and its subsidiaries, for the half year ended. In order to comply with the provisions of the Corporations Act 2001, the Directors report as follows: DIRECTORS The names and details of Directors in office at any time during the period were: Alan Tough Ananda Kathiravelu Jonathan Lea David Sourbutts Non Executive Chairman Non Executive Director Non Executive Director Non Executive Director Directors have been in office since the date of appointment to the date of this report unless otherwise stated. RESULTS The net loss attributable to members of the Company for the half year ended amounted to 1,546,551 (2014: 8,666,233). The net loss principally relates to the expense of the options issued during the year as well as administration costs relating to an ASX listed entity. OPERATING AND FINANCIAL REVIEW Operating Activities The Company s strategic objective has changed given the collapse of the iron ore price in the past year. Following an extensive review of investment opportunities, the Company announced in November, it had entered into a binding heads of agreement with an option to acquire 100% of the issued capital of Israel based Weebit Nano Ltd (Weebit). Weebit is one of the foremost developers of Silicone Oxide(SiOx) ReRAM technology. In the expectation of, and subject to the satisfactory completion of the acquisition, Radar has commenced reviewing opportunities to divest or otherwise dispose of its mineral interests. Radar was successful during the reporting period in lifting the suspension in trading on the Company s shares while minimising expenditure and reviewing options to revitalise the company. The Board strongly believes that the acquisition of the Weebit technology will provide a substantial opportunity to increase shareholder value in Radar. Corporate Activities In August Radar announced that 495,932 was raised through the issue of 33,062,154 fully paid ordinary shares at 0.01, with one attaching 0.015 unsecured convertible note for every 3 shares issued. The one year notes attract and interest at 1% per month payable in arrears in shares. The notes will convert at a price equal to the greater of 0.015 or 50% discount to the price at which the Company offers investors the opportunity to subscribe for shares in the first or any subsequent capital raising. In October a general meeting was held to approve the issue of 141,021,976 shares in relation to the issue of ordinary shares to convertible note holders and their related interest accrued. 6,200,000 shares were also issued to Directors in lieu of accrued fees and options issued to both Directors (8,000,000) and the Company s corporate advisor (32,500,000). - 2 -
Directors Report In November the Company announced it had entered into a binding heads of agreement with an option to acquire 100% of the issued capital of Israel based Weebit- Nano Ltd (Weebit). Weebit is one of the foremost developers of Silicone Oxide(SiOx) ReRAM technology. KEY ACQUISITION TERMS Payment of a 75k option fee by Radar to acquire an exclusive twenty eight (28) day option to purchase 100% of the issued capital in Weebit. A further 75k is payable at the completion of due diligence ( which is to be completed within 28 days from payment of the first 75k payment) and Weebit shareholders holding more than 50% of the Weebit shares on issue passing a resolution to approve the Transaction. In exchange for 100% of the issued capital in Weebit, Radar agrees to issue 750,000,000 Radar shares to the shareholders of Weebit, which will be subject to ASX escrow provisions. Conditions precedent for completion of the acquisition include: Each of Weebit and Radar completing due diligence investigations in respect of the other within 28 days from payment of the first 75k payment; ASX providing conditional approval for Radar to be re-instated to trading on the ASX following the acquisition of Weebit and those conditions being to the reasonable satisfaction of Radar and Weebit; If necessary to re-comply with Chapters 1 and 2 of the ASX Listing Rules, Radar completing a consolidation of its issued capital on a ratio acceptable to Weebit; The parties obtaining all necessary shareholder and regulatory approvals for Radar to complete the acquisition of Weebit, including a change of Radar s name to Weebit Nano Ltd; Radar undertaking the Capital Raising and receiving valid, non-revocable applications for at least A5,000,000 under the Capital Raising; and The holders of all options to acquire Weebit shares agreeing to the cancellation of their options in consideration for the issue of options to acquire Radar shares with the same aggregate value. Radar will also issue 50,000,000 options to acquire Radar shares (exercisable at a 25% premium to the Capital Raising price on or before the date that is 3 years from the date of issue) to parties who introduced and assisted with the Transaction ( Transaction Options). AFTER BALANCE DATE EVENTS Subsequent to the balance date the following significant events occurred; On 7 January 2016 the Company announced that due diligence is now complete on the acquisition of 100% of Weebit-Nano Ltd. The Company has now begun the acquisition process. - 3 -
Directors Report LIKELY DEVELOPMENTS Except as disclosed above, there are no likely developments in the operations of the Group that were not finalised at the date of this report. Further information as to likely developments in the operations of the Group and Company and likely results of those operations would, in the opinion of the Directors, be likely to result in unreasonable prejudice to the Group. AUDITOR S INDEPENDENCE DECLARATION The auditor s independence declaration as required under section 307C of the Corporations Act 2001 for the half year ended has been received and can be found on page 5. AUDITOR Nexia Perth Audit Services Pty Ltd continues in office in accordance with section 327 of the Corporation Act 2001. Signed in accordance with a resolution of the Directors made pursuant to Section 306(3) of the Corporations Act 2001. Ananda Kathiravelu Director Perth 15 March 2016-4 -
Auditor s independence declaration under section 307C of the Corporations Act 2001 To the directors of Radar Iron Limited I declare that, to the best of my knowledge and belief, in relation to the review for the period ended there have been: (i) (ii) no contraventions of the auditors independence requirements as set out in the Corporations Act 2001 in relation to the review; and no contraventions of any applicable code of professional conduct in relation to the review. Nexia Perth Audit Services Pty Ltd Amar Nathwani Director Perth 15 March 2016-5 -
Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the half year ended Note Consolidated Consolidated 2014 Finance income 2,169 2,576 Other income 15,000 10,000 R&D Tax Offset 152,005 - Financial administration, insurance and (279,145) (146,030) compliance costs Consulting and contracting expenses 2 (1,083,844) (18,778) Depreciation (954) - Employee benefits expense 2 (249,833) (67,538) Write off of exploration expenditure 3 (34,676) (8,410,503) Administration expenses Finance cost (43,228) (24,045) (27,313) (8,647) Loss before income tax expense (1,546,551) (8,666,233) Income tax benefit / (expense) - - Net loss for the period (1,546,551) (8,666,233) Other comprehensive income Foreign currency translation differences for foreign operations Total comprehensive loss for the period (1,546,551) (8,666,233) Loss attributable to the owners of the parent (1,546,551) (8,666,233) Total comprehensive loss for the period attributable to owners of the parent (1,546,551) (8,666,233) - - - - Basic and diluted loss per share - cents per share (0.79) (7.76) The above Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes. - 6 -
Condensed Consolidated Statement of Financial Position As at Note Consolidated Consolidated 30 June ASSETS Current assets Cash and cash equivalents 281,879 239,678 Other Receivables 152,105 2,179 Total current assets 433,984 241,857 Non-current assets Exploration and evaluation expenditure 3 2,166,633 2,169,843 Plant and equipment - 2,148 Total non-current assets 2,166,633 2,171,991 TOTAL ASSETS 2,600,617 2,413,848 LIABILITIES Current liabilities Trade and other payables 135,523 406,685 Convertible note and short term loans - 631,085 Total current liabilities 135,523 1,037,770 TOTAL LIABILITIES 135,523 1,037,770 NET ASSETS 2,465,094 1,376,078 EQUITY Issued capital 15,604,203 14,213,409 Option reserve 1,321,867 77,094 Accumulated losses (14,460,976) (12,914,425) TOTAL EQUITY 2,465,094 1,376,078 The above Condensed Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes. - 7 -
Condensed Consolidated Statement of Changes in Equity For the half year ended Issued Option Accumulated Total Note Capital Reserve Losses Equity CONSOLIDATED Total equity at 1 July 14,213,409 77,094 (12,914,425) 1,376,078 Total comprehensive loss for the period - - (1,546,551) (1,546,551) Transactions with equity holders: Shares issued during the year: Contributions of capital 4 1,328,794 - - 1,328,794 (net of capital raising costs) Share-based payments 7 62,000 1,244,773-1,306,773 Total equity at 15,604,203 1,321,867 (14,460,976) 2,465,094 2014 CONSOLIDATED Total equity at 1 July 2014 13,220,638 77,094 (3,062,041) 10,235,691 Total comprehensive loss for the period - - (8,666,233) (8,666,233) Transactions with equity holders: Shares issued during the year: Contributions of capital 4 1,007,196 - - 1,007,196 (net of capital raising costs) Share-based payments 7 29,000 - - 29,000 Total equity at 2014 14,256,834 77,094 (11,728,274) 2,605,654 The above Condensed Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes. - 8 -
Condensed Consolidated Statement of Cash Flows For the half year ended Consolidated Consolidated 2014 Cash flows from operating activities Receipts from customers - - Research and development tax offset - - Interest received 2,169 2,576 Payments to suppliers and employees (618,921) (151,704) Net cash used in operating activities (616,752) (149,128) Cash flows from investing activities Payments for exploration expenditure (31,466) (476,405) Proceeds on option fee for sale of tenements 15,000 10,000 Net cash used in investing activities (16,466) (466,405) Cash flows from financing activities Proceeds from the issue of shares 550,062 1,189,500 Proceeds from Convertible Note 165,311 - Capital raising costs (39,954) (182,304) Net cash provided by financing activities 675,419 1,007,196 Net increase/ (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period 42,201 391,663 239,678 15,064 281,879 406,727 The above Condensed Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes. - 9 -
Notes to the Financial Statements NOTE 1 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES REPORTING ENTITY Radar Iron Ltd (the Company ) is a company domiciled in Australia. The consolidated interim financial report of the Company as at and for the half year ended comprises the Company and its subsidiaries (together referred to as the Group ). STATEMENT OF COMPLIANCE These interim consolidated financial statements are a general purpose financial report prepared in accordance with the requirements of the Corporations Act 2001, applicable accounting standards including AASB 134 Interim Financial Reporting, Accounting Interpretations and other authoritative pronouncements of the Australian Accounting Standards Board ( AASB ). Compliance with AASB 134 ensures compliance with IAS 34 Interim Financial Reporting. This condensed interim 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 Group 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 and any public announcements made by Radar Iron Ltd during the half-year in accordance with continuous disclosure requirements arising under the Corporations Act 2001 and the ASX Listing Rules. This consolidated interim financial report was approved by the Board of Directors on 15 March 2016. BASIS OF PREPARATION The interim report has been prepared on an historical cost basis. Cost is based on the fair value of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise noted. For the purpose of preparing the interim report, the period has been treated as a discrete reporting period. Going Concern These financial statements have been prepared on a going concern basis, which contemplates continuity of normal business activities the realisation of assets and extinguishment of liabilities in the ordinary course of business. The Group has reported a net loss for the period of 1,546,551 (2014: 8,666,233) and a cash outflow from operating activities of 616,752 (2014: 149,128). The Group had a net working capital surplus of 298,461 at (30 June : deficiency of 795,913). As part of the Weebit transaction Radar will undertake to raise 5,000,000. The directors are confident that the Group will be able to continue its operations as a going concern. Without such capital, the net loss for the period and the cash outflow from operating activities indicate the existence of a material uncertainty, which may cast significant doubt about the Group s ability to continue as a going concern. The directors also carefully manage discretionary expenditure in line with the Group s cash flow. The continuing applicability of the going concern basis of accounting is dependent upon the Group s ability to source additional finance. Unless additional finance is received the Group may need to realise assets and settle liabilities other than in the normal course of business and at amounts, which could differ from the amounts at which they are stated in these financial statements. - 10 -
Notes to the Financial Statements 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 Group s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial report for the year ended 30 June. NOTE 2 LOSS BEFORE INCOME TAX EXPENSE 2014 The following expense items are relevant in explaining the financial performance for the period: Employee Benefits Expense * 249,833 67,538 Consulting and Contracting ** 1,083,844 18,778 1,333,677 86,316 *Included in employee benefits expense are share based payments of 174,413 refer to note 7. ** Included in Consulting and contracting are share based payments of 1,070,360 refer to note 7. NOTE 3 EXPLORATION AND EVALUATION EXPENDITURE 30 June Costs carried forward in respect of areas of interest in the following phases: Exploration and evaluation expenditure 2,166,633 2,169,843 Reconciliation: A reconciliation of the carrying amounts of exploration and evaluation expenditure is set out below: 30 June Carrying amount at beginning of period 2,169,843 13,311,475 Variation and stamp duty on purchase price - (2,458,020) Additions 31,466 684,118 Write-off of exploration and evaluation expenditure (34,676) (9,367,730) Carrying amount at end of period 2,166,633 2,169,843-11 -
Notes to the Financial Statements Exploration commitments In order to maintain rights of tenure to exploration permits, the Group has certain obligations to perform minimum exploration work and expend minimum amounts of money. These commitments may be varied as a result of renegotiations, relinquishments, farmouts, sales or carrying out work in excess of the permit obligations. The minimum expenditure required by the Group on exploration permits during the year to 2016 is estimated below. Commitments beyond this time frame cannot be estimated reliably as minimum expenditure requirements are reassessed annually. The commitments have not been provided for in the financial report. Within one year 317,217 NOTE 4 ISSUED CAPITAL CONSOLIDATED AND PARENT ENTITY December # December June # June (a) Issued and Paid Up Capital Fully paid ordinary shares 334,532,760 15,604,203 132,248,630 14,213,409 (b) Movements in fully paid shares on issue Balance at start of period 132,248,630 14,213,409 98,540,070 13,220,638 Shares issued * Shares issued to directors** 196,084,130 6,200,000 1,368,748 62,000 32,999,989 708,571 1,189,500 29,000 Capital raising costs - (39,954) - (225,729) Balance at end of period 334,532,760 15,604,203 132,248,630 14,213,409 * i) 33,062,154 shares were issued to raise 330,062 (Placement Shares) ii) 141,021,976 shares were issued on conversion of convertible notes for 818,686 iii) 22,000,000 shares were issued on exercise of options for 220,000 **6,200,000 shares were issued to directors at 0.01 per share in lieu of outstanding directors fees. NOTE 5 RELATED PARTY TRANSACTIONS The only related party transactions that occurred during the period were in the form of loans to subsidiaries, short term employee benefits and post employment benefits. Refer to note 7 for details of options and shares issued to related parties during period. - 12 -
Notes to the Financial Statements NOTE 6 SEGMENT REPORTING Description of segments As at the Group only had one operating segment namely Iron Ore Exploration in Australia. NOTE 7 SHARE BASED PAYMENTS Share-based payment transactions The Company has completed the following share-based payment transactions: Shares Options Shares 2014 Options 2014 8,000,000 Unlisted Options issued to directors consideration for employment services (1) 32,500,000 shares issued to related party who acts as the Company s corporate advisor (2) 6,200,000 shares issued to directors in lieu of accrued fees (3) - 174,413 - - - 1,070,360 - - 62,000-29,000-62,000 1,244,773 29,000 - (1) The Options issued to the Directors of the Company were valued at 0.0218 per option using the Black & Scholes option model based on the following inputs: Underlying share price 0.04 per share Option exercise price 0.05 per share Effective date 28 October Option expiry date 31 October 2017 Share price volatility 114% Risk free interest rate 1.8% (2) The Options issued to the Corporate Advisor of the Company were valued at 0.0330 per option using the Black & Scholes option model based on the following inputs: Underlying share price 0.04 per share Option exercise price 0.010 per share Effective date 28 October Option expiry date 30 September 2017 Share price volatility 114% Risk free interest rate 1.8% (3) At the General Meeting held on 28 October the shareholders approved the issue of 6,200,000 fully paid ordinary shares at 0.01 each in consideration for unpaid Director fees. - 13 -
Notes to the Financial Statements NOTE 8 CONTINGENT ASSETS & LIABILITIES The company has an option agreement with Padbury Mining Limited (Padbury) to sell its Johnston Range and Die Hardy Projects for 500,000 if the option is exercised. Although Padbury has not yet properly exercised the option, Padbury has indicated periodically to Radar that subject to it obtaining finance from Asia it still desires for the sale to progress. Given the delay thus far and the general malaise of the iron ore market, Radar considers it improbable that this will occur and has not recognised any future revenue in the preparation of these financial statements. If the transaction proceeds, Radar will reassess the treatment of the projects and the transaction in the accounts for that period. The Directors are not aware of any other contingent assets or liabilities that currently affect the Group. NOTE 9 SUBSEQUENT EVENTS On 7 January 2016 the Company announced that due diligence is now complete on the acquisition of 100% of Weebit-Nano Ltd. The Company will now begin the acquisition process. - 14 -
Director s Declaration In the opinion of the directors of Radar Iron Limited ( the Company ): 1. The condensed financial statements and notes thereto are in accordance with the Corporations Act 2001 including: a. complying with Accounting Standard AASB 134: Interim Financial Reporting and the Corporations Regulations 2001 and other mandatory professional reporting requirements; and b. giving a true and fair view of the consolidated entity s financial position as at 31 December and of its performance for the half year period then ended. 2. 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 2001. On behalf of the board Ananda Kathiravelu Director Perth 15 March 2016-15 -
Independent Auditor s Review Report to the members of Radar Iron Limited Report on the Interim Financial Report We have reviewed the accompanying interim financial report of Radar Iron Limited and its controlled entities(the Group ), which comprises the condensed consolidated statement of financial position as at, the condensed consolidated statement of profit or loss and other comprehensive income, condensed consolidated statement of changes in equity and condensed consolidated statement of cash flows for the period ended on that date, notes comprising a summary of accounting policies, other explanatory notes, and the directors declaration of the Group comprising the Company and the entities it controlled at the half-year end or from time to time during the interim period. Directors Responsibility for the Interim Financial Report The directors of the Group are responsible for the preparation of the interim financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such controls as the directors determine are necessary to enable the preparation of the interim financial report that is free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express a conclusion on the interim financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a 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 Group s financial position as at 31 December and its performance for the period ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of Radar Iron Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report. A review of an interim 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. - 16 -
Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of Radar Iron Limited, would be in the same terms if given to the directors as at the time of this auditor s report. Conclusion Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the interim financial report of Radar Iron Limited is not in accordance with the Corporations Act 2001 including: (a) (b) giving a true and fair view of the Group s financial position as at and of its performance for the period ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations 2001. Emphasis of Matter Without modifying our review conclusion we draw attention to the disclosure in Note 1 to the interim financial report, which indicates that the Group will require further funding in the next twelve months from the date of this report to continue as a going concern. These conditions, along with other matters as set forth in Note 1, indicate the existence of a material uncertainty that may cast significant doubt about the Group s ability to continue as a going concern and therefore the Group may be unable to realise its assets and discharge its liabilities in the normal course of business. Nexia Perth Audit Services Pty Ltd Amar Nathwani Director Perth 15 March 2016-17 -