TIDMBGL
RNS Number : 2263Q
Bullabulling Gold Limited
28 August 2014
Bullabulling Gold Limited (the "Company")
28 August 2014
The following announcement has been released by the Company in
Australia. A version of this announcement, containing the Auditor's
Independence Declaration and Independent Auditor's Review Report is
available on the website: http://www.bullabullinggold.com/
Further enquiries:
David McArthur Westhouse Securities Limited
Bullabulling Gold Limited (UK Broker & Nominated Adviser)
Level 2, 55 Carrington Street Martin Davison / David Coaten
Nedlands, WA, 6009, Australia Tel: +44 20 7601 6100
Tel: +61 8 9386 4086
------------------------------- -----------------------------------------------
Neil Boom John Gardner / Rupert Dearden
Gresham PR Ltd (UK media) MAGNUS Investor Relations. Corporate
Tel: +44 7866 805 108 Communication. (Australian Media)
Tel: +61 8 6160 4900
jgardner@magnus.net.au rdearden@magnus.net.au
------------------------------- -----------------------------------------------
BULLABULLING GOLD LIMITED
ABN 50 153 234 532
INTERIM FINANCIAL REPORT
30 JUNE 2014
CONTENTS
Page
Company Directory
Directors' Report
Auditor's Independence Declaration
Consolidated Statement of Financial Position
Consolidated Statement of Profit or Loss and other Comprehensive
Income
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Interim Financial Statements
Directors' Declaration
Independent Review Report
COMPANY DIRECTORY
DIRECTORS AND COMPANY SECRETARY:
Dianmin Chen Noel White
Non-executive Chairman Non-executive Director
Peter Mansell David McArthur
Non-executive Director Company Secretary and Chief Financial
Officer
REGISTERED AND PRINCIPAL OFFICE: AUDITORS:
Level 2, 55 Carrington PO Box 985 BDO Audit (WA) Pty
Street NEDLANDS Ltd
NEDLANDS WA 6909 38 Station Street
WA 6009 SUBIACO WA 6008
+61 8 9386
4086
Telephone: +61 8 9389
Facsimile: 8327
SHARE REGISTRY: DOMICILE AND COUNTRY OF INCORPORATION:
Computershare Investor Services Australia
Pty Ltd
Level 2, Reserve Bank Building
45 St George's Terrace
PERTH WA 6000
Telephone: +61 8 9323 2000
Facsimile: +61 8 9323 2033
SECURITIES EXCHANGE: WEBSITE AND EMAIL:
Bullabulling Gold Limited shares www.bullabullinggold.com
are listed on info@bullabullinggold.com
the Australian Securities Exchange
(ASX) under
the ticker symbol BAB; and on the
London
AIM market under the ticker symbol
BGL.
DIRECTORS' REPORT
The directors present their report together with the financial
report for the six months ended 30 June 2014 and the audit review
thereon.
DIRECTORS
The directors of the Company at any time during or since the end
of the interim period were:
Name Period of Directorship
-------------- --------------------------------
Executive
Brett Lambert Director from 1 May 2012 to 15
July 2014
Non-executive
Peter Mansell Director since 10 April 2012
Dianmin Chen Director since 4 August 2014
Noel White Director since 4 August 2014
Ronnie Beevor Director from 2 July 2012 to 4
August 2014
Brett Lambert Director from 16 July 2014 to 4
August 2014
PRINCIPAL ACTIVITIES
The principal activity of the Group during the interim period
was gold exploration and project development.
RESULTS
The net loss of the Group for the interim period after income
tax expense was $3,359,573 (2013 loss: $21,311). Subsequent to half
year end, the Group received $481,045 (2013: $4,538,603) in
Research and Development tax incentive refunds which are included
in the Group results.
DIVIDENDS
No dividend was paid during the interim period and the Directors
do not recommend payment of a dividend.
REVIEW OF OPERATIONS
Bullabulling Gold Limited ("Bullabulling" or "Company") is a
mining exploration and development company, headquartered in Perth,
Western Australia and is dual-listed on the Australian Securities
Exchange (ASX) and London AIM markets.
Bullabulling is the 100% owner of a large, previously producing
gold mine called the Bullabulling Gold Project. The project is
located in the goldfields of Western Australia and is within easy
commuting distance of the main gold mining centre of Kalgoorlie,
which is less than 80kms away on the main Perth-Kalgoorlie
highway.
REVIEW OF OPERATIONS (continued)
Definitive Feasibility Study
In the six months ended 30 June 2014 the Company continued to
progress the Definitive Feasibility Study (DFS) over the
Bullabulling Gold project.
The DFS engineering continued to progress in line with
expectations.
Metallurgical test work identified the potential to reduce
reagent consumption and increase gold recovery through
nano-filtration of process water. The performance of nano-
filtration was subsequently confirmed. Potential energy cost
savings and further gold recovery improvements were tested through
the application of flotation.
1303 metres of diamond drilling was completed, with multi
element analysis undertaken. The core was used for metallurgical
and geotechnical test work, with results confirming favorable rock
properties. Geotechnical evaluation of the proposed tailings
storage facility site was commenced.
Flora and fauna field studies confirm the site to be free of any
significant populations that would be impacted by the proposed
project development.
Exploration
A preliminary mining study was completed for the Gibraltar
project. An open pit design at Gibraltar captures 1.94 million
tonnes of resource grading 1.15 g/t gold containing 71,700 of in
situ gold (ASX release 7 March 2014). Gibraltar does not form part
of the current mine plan.
Corporate
On 17 April 2014, the Company received an unsolicited takeover
offer from Norton Gold Fields Limited (Norton) at 7 cents per
share. The Directors advised that the offer was not adequate and
did not reflect the value of Bullabulling or the Bullabulling gold
project.
On 14 May 2014, the Company issued a Target's Statement with the
recommendation shareholders do not accept the offer as it was
neither fair nor reasonable.
Subsequent Events
On 1 July 2014, Norton increased its offer to 8 cents cash per
share. The directors recommended shareholders accept the offer
after Norton secured 40% of the Company's shares, delivering
effective control.
On 14 July 2014, Norton reached a position of control of
Bullabulling with an interest of 50.95%.
On 4 August 2014, Norton advanced $2,000,000 to the Company by
way of a draw down facility to enable the Company to continue the
DFS study and meet day to day expenses.
At the date of this report Norton had acquired 86.24% of the
shares and gained a controlling interest in the Company.
Board Change
On 15 July 2014, the Company announced proposed changes to the
composition of the board following the acquisition of a controlling
interest in the Company by Norton. It was agreed that Norton
Managing Director Dr Dianmin Chen and Dr Noel White (a
non-executive Director of Norton) would join the board as
non-executive directors subject to the completion of regulatory
requirements. These requirements were satisfied on 4 August
2014.
As the role and responsibilities of Managing Director Brett
Lambert were significantly diminished on 15 July 2014, the board
resolved to abolish the position of Managing Director and
terminated Mr Lambert's executive contract with termination
benefits paid to Mr Lambert pursuant to his agreement.
Mr Lambert resigned as executive director on 15 July 2014.
On 4 August 2014 Dr Dianmin Chen and Dr Noel White joined the
Board, and Brett Lambert and Ronnie Beevor resigned as directors.
Dr Chen was appointed chairman, with Peter Mansell remaining as a
non-executive director.
REVIEW OF OPERATIONS (continued)
Competent Person Statement
The information in this report that relates to the Exploration
Results, Mineral Resources or Ore Reserves is based upon
information compiled by Mr Trevor Pilcher, who is a full time
employee of the Company and is a member of The Australasian
Institute of Mining and Metallurgy. Mr Pilcher has sufficient
experience relevant to the style of mineralisation and type of
deposit under consideration and the activity in which he is
undertaking to qualify as a Competent Person under 2012 Edition of
the Australasian Code for Reporting Exploration Results, Mineral
Resources and Ore Reserves (JORC Code). All information on mineral
resources and ore reserves is based on, and fairly represents,
information and supporting documentation prepared by Mr Pilcher. Mr
Pilcher consents to the inclusion in this report of the matters
based on his information in the form and context in which it
appears.
DIRECTORS' AND SENIOR EXECUTIVES REMUNERATION
(a) Non-executive Directors
As approved by shareholders at the Annual General Meeting on 27
May 2014, consideration for accrued deferred fees payable to Peter
Mansell and Ronnie Beevor, for the 9 month period 1 July 2013 to 31
March 2014, was satisfied in full on 12 June 2014 by the issue of
1,333,094 shares at 7.1 cents each, for a value at the date of
issue, of $94,649.
(b) Senior executives
On 14 February 2014, the Company issued 1,786,808 fully paid
ordinary shares at 4.7 cents each in part satisfaction of bonuses
paid to senior executives. The issue price was based on the 5 day
VWAP at the date the bonus was declared.
(c) Equity instruments
All options refer to options over ordinary shares of
Bullabulling Gold Limited, which are exercisable on a one-for-one
basis.
Options and rights over equity instruments granted as
compensation - audited
Details on options over ordinary shares in the Company that were
granted as compensation to each key management person during the
previous reporting period is as follows:
Tranche Vesting conditions
-------- -----------------------------------------------------------
1 The 10 day VWAP share price equals or exceeds the exercise
price during the 12 month period commencing 1 May 2013
2 The 10 day VWAP share price equals or exceeds the exercise
price during the 12 month period commencing 1 May 2014
3 The 10 day VWAP share price equals or exceeds the exercise
price during the 12 month period commencing 1 May 2015
4 Exercisable at 10.7 cents per share on or before 29 May
2018. The options vest after 12 months and expire after
24 months
5 Exercisable at a price equal to 130% of the 5 day VWAP
immediately prior to the contract commencement date of
26 November 2012. The options vest after 14 months and
expire after 48 months
6 Exercisable at a price equal to 160% of the 5 day VWAP
immediately prior to the contract commencement date of
26 November 2012. The options vest after 24 months and
expire after 36 months
7 Exercisable at a price equal to 190% of the 5 day VWAP
immediately prior to the contract commencement date of
26 November 2012. The options vest after 36 months and
expire after 48 months
DIRECTORS' REMUNERATION (continued)
(d) Equity instruments (continued)
Options and rights over equity instruments granted as
compensation - audited (continued)
Number Grant Fair value Financial Exercise Number
of Date per option % vested % forfeited years price of
options at grant in year in year in which per option options
granted date grant vested
Tranche (B) vests Expiry during
cents (A) (C) cents date 2014
----------- --------- ---------- ------------ ------------ ---------- ------------- ---------- ------------ ----------- --------
Executive directors
Brett
Lambert 1 1,000,000 13-Jun-12 8.81 - 100% 01-Jan-13 28.4 1-May-14 -
2 1,000,000 13-Jun-12 10.66 - - 01-Jan-14 31.6 1-May-15 -
3 1,000,000 13-Jun-12 11.89 - - 01-Jan-15 36.8 1-May-16 -
4 2,000,000 29-May-14 5.61 - - 01-Jan-15 10.7 29-May-18 -
Other key management personnel
Mark
Braghieri 5 500,000 29-Nov-12 4.31 - - 01-Jan-13 10.2 26-Nov-14 -
6 500,000 29-Nov-12 4.82 100% - 01-Jan-14 12.6 26-Nov-15 500,000
7 500,000 29-Nov-12 5.28 - - 01-Jan-15 14.9 26-Nov-16 -
(A) The amount vested in the year represents the number of
options that become unconditional due to the recipient satisfying
specified vesting condition;
(B) The percentage forfeited in the year represents the
reduction from the maximum number of options available to vest due
to performance criteria not being achieved;
(C) The vesting period is from 31 May to 31 May thus spanning two financial years.
1,000,000 options issued to key management personnel lapsed
during the reporting period
No options were granted or exercised during the reporting period
to key management personnel.
Options granted carry no dividend or voting rights.
11. DIRECTORS' INTERESTS
The relevant interest of each director in the shares and options
issued by the Group, as notified by the directors to the ASX in
accordance with S205G(1) of the Corporations Act 2001, at the date
of this report is as follows:
Ordinary Options over
Director Shares ordinary shares
-------------- ------------------- --------------------
Dianmin Chen - -
Noel White - -
Peter Mansell - -
-------------- ------------------- --------------------
SIGNIFICANT CHANGES TO THE STATE OF AFFAIRS
On 17 April 2014, Norton Gold Fields Limited (Norton) announced
an off-market takeover bid for all the fully paid ordinary shares
in the Company. At the date of this report Norton had acquired
86.24% of the shares and gained a controlling interest in the
Company.
CORPORATE GOVERNANCE
In recognising the need for the highest standards of corporate
behaviour and accountability, the directors of Bullabulling Gold
Limited support and have adhered to the principles of good
corporate governance. The Group's corporate governance statement is
contained within the 31 December 2013 Annual Report and on the
Company's web site.
EVENTS SUBSEQUENT TO REPORTING DATE
Other than the matters disclosed in note 13 of the notes to the
interim financial statements, there have been no matters or
circumstances that have arisen since the end of the financial year
that have significantly affected, or may significantly affect, the
operations of the Company, the results of these operations, or the
state of affairs of the Company in future financial years.
LEAD AUDITOR'S INDEPENDENCE DECLARATION
The lead auditor's independence declaration as required under
Section 307C of the Corporations Act 2001 is set out on the next
page and forms part of the Directors' report for the six months
ended 30 June 2014.
Dated at Perth, Western Australia this 28(th) day of August
2014.
Signed in accordance with a resolution of the Directors.
Peter Mansell
Director
AUDITOR'S INDEPENDENCE DECLARATION
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2014
30 June 31 December
2014 2013
Note $ $
--------------------------------------- ------ -------------------- -------------------
Assets
Cash and cash equivalents 2,055,350 4,256,808
Other receivables 6 560,198 38,637
Prepayments 100,466 66,570
Total current assets 2,716,014 4,362,015
-------------------- -------------------
Investments 427,778 427,778
Property, plant and equipment 693,460 757,388
Other receivables 6 185,000 185,000
Total non-current assets 1,306,238 1,370,166
-------------------- -------------------
Total assets 4,022,252 5,732,181
-------------------- -------------------
Liabilities
Trade and other payables 1,459,872 155,853
Employee benefits 289,197 412,616
-------------------- -------------------
Total current liabilities 1,749,069 568,469
-------------------- -------------------
Provision for site rehabilitation 1,353,193 1,353,193
-------------------- -------------------
Total non-current liabilities 1,353,193 1,353,193
-------------------- -------------------
Total liabilities 3,102,262 1,921,662
-------------------- -------------------
Net assets 919,990 3,810,519
==================== ===================
Equity
Share capital 7 69,001,206 68,555,550
Reserves 7 349,382 414,061
Accumulated losses (68,430,598) (65,159,092)
-------------------- -------------------
Total equity attributable to equity holders
of the Company 919,990 3,810,519
==================== ===================
The notes on pages 14 to 23 are an integral part of these
financial statements.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
FOR THE SIX MONTHS ENDED 30 JUNE 2014
30 June 30 June
2014 2013
Note $ $
--------------------------------------------------- ------ --------------------- ---------------------
Revenue from continuing operations 73,522 66,324
Other income 10 489,182 4,540,160
Expenses
Administrative expenses 11 (1,225,399) (1,129,007)
Other expenses 11 (1,215,991) (1,255,105)
Feasibility study and exploration expenditure (1,480,887) (2,242,322)
--------------------- ---------------------
Results from operating activities (3,359,573) (19,950)
--------------------- ---------------------
Loss before income tax (3,359,573) (19,950)
Income tax expense - (1,361)
--------------------- ---------------------
Loss after income tax for the period (3,359,573) (21,311)
--------------------- ---------------------
Other comprehensive expense
Items that will not be reclassified to profit - -
or loss
--------------------- ---------------------
Total items that will not be reclassified - -
to profit or loss
--------------------- ---------------------
Items that may be reclassified subsequently
to profit or loss
Changes in fair value on equity instruments - -
measured at
fair value through other comprehensive income
Foreign currency translation difference - -
of foreign operations
--------------------- ---------------------
Total items that may be reclassified subsequently - -
to profit or loss
--------------------- ---------------------
Other comprehensive loss for the period, - -
net of income tax
--------------------- ---------------------
Total comprehensive loss for the period (3,359,573) (21,311)
===================== =====================
Loss attributable to owners of the Company (3,359,573) (21,311)
===================== =====================
Total comprehensive loss attributable to
owners
of the Company (3,359,573) (21,311)
===================== =====================
Loss per share
Basic and diluted (cents per share) (0.98) (0.01)
===================== =====================
The notes on pages 14 to 23 are an integral part of these
financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 30 JUNE 2014
Attributable to equity holders of the Company
Share Equity-based Accumulated
capital benefits reserve losses Total
Options Shares
$ $ $ $ $
-------------------- ------------------- ------------------- ------------------- ------------------- ------------
Balance at 1
January 2014 68,555,550 356,018 58,043 (65,159,092) 3,810,519
Total
comprehensive loss
for the half year
Loss for the half
year - - - (3,359,573) (3,359,573)
Other
comprehensive
income for the
half year
Total other - - - - -
comprehensive
income
------------------- ------------------- ------------------- ------------------- ------------
Total
comprehensive
expense for the
period - - - (3,359,573) (3,359,573)
------------------- ------------------- ------------------- ------------------- ------------
Transactions with
owners, recorded
directly
in equity
Contributions by
and distributions
to owners
Issue of 1,786,808
shares @ 4.7
cents in
lieu of 50% of
senior
executives'
bonuses 83,979 - (17,325) - 66,654
Issue of 2,261,938
shares @ 6.5
cents pursuant
to drilling
services 147,027 - - - 147,027
Placement of
2,859,756 shares
@ 4.1 cents
to the Managing
Director 117,250 - - - 117,250
Issue of 1,333,094
shares @ 7.1
cents in
lieu of 50% of
directors' fees 94,649 - (40,718) - 53,931
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (continued)
FOR THE SIX MONTHS ENDED 30 JUNE 2014
Attributable to equity holders of the Company
Share Equity-based Accumulated
capital benefits reserve losses Total
Options Shares
$ $ $ $ $
------------------------------------------ ------------- ------------- ------------------- ------------- --------
Transactions with owners, recorded
directly in
equity (continued)
Contributions by and distributions to
owners
(continued)
Transfer of expired options - (88,067) - 88,067 -
Share-based payment transactions - 58,627 22,804 - 81,431
Capital raising costs - (includes $6,943
GST receivable) 2,751 - - - 2,751
Total contributions by and distributions
to owners 445,656 (29,440) (35,239) 88,067 469,044
------------- ------------- ------------------- ------------- --------
Total changes in ownership interests in - - - - -
subsidiaries
------------- ------------- ------------------- ------------- --------
Total transactions with owners 445,656 (29,440) (35,239) 88,067 469,044
------------- ------------- ------------------- ------------- --------
Balance at 30 June 2014 69,001,206 326,578 22,804 (68,430,598) 919,990
============= ============= =================== ============= ========
The notes on pages 14 to 23 are an integral part of these
financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (continued)
FOR THE SIX MONTHS ENDED 30 JUNE 2013
Attributable to equity holders of the Company
Share Equity-based Accumulated
capital benefits reserve losses Total
Options Shares
$ $ $ $ $
---------------------------------------- ------ ------------------- ------------------- --------------------- ------------------- ------------------
Balance at 1 January 2013 66,704,237 1,074,760 - (63,438,127) 4,340,870
Total comprehensive loss for the half
year
Loss for the period - - - (21,311) (21,311)
Other comprehensive income for the
half year
Total other comprehensive income - - - - -
------------------- ------------------- --------------------- ------------------- ------------------
Total comprehensive expense for the half
year - - - (21,311) (21,311)
------------------- ------------------- --------------------- ------------------- ------------------
Transactions with owners, recorded directly
in
equity
Contributions by and distributions to
owners
Issue of 39,214,906 ordinary shares 2,000,183 - - - 2,000,183
Capital raising costs (159,369) - - - (159,369)
Transfer of expired options - (528,744) - 528,744 -
Share-based payment transactions - 102,791 - - 102,791
------------------- ------------------- --------------------- ------------------- ------------------
Total contributions by and distributions
to owners 1,840,814 (425,953) - 528,744 1,943,605
------------------- ------------------- --------------------- ------------------- ------------------
Total changes in ownership interests - - - - -
in subsidiaries
------------------- ------------------- --------------------- ------------------- ------------------
Total transactions with owners 1,840,814 (425,953) - 528,744 1,943,605
------------------- ------------------- --------------------- ------------------- ------------------
Balance at 30 June 2013 68,545,051 648,807 - (62,930,694) 6,263,164
=================== =================== ===================== =================== ==================
The notes on pages 14 to 23 are an integral part of these
financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 30 JUNE 2014
30 June 30 June
2014 2013
$ $
-------------------------------------------- ---- ------------------------ -----------------------
Cash flows from operating activities
Cash paid to suppliers and employees (1,206,127) (2,751,600)
Payments for exploration, evaluation
and development (1,149,797) (2,312,257)
Interest received 42,051 60,837
Income tax paid - (1,361)
------------------------
Net cash outflow from operating activities (2,313,873) (5,004,381)
------------------------ -----------------------
Cash flows from investing activities
Payments for property, plant and equipment (500) (154,838)
Net cash outflow from investing activities (500) (154,838)
------------------------ -----------------------
Cash flows from financing activities
Proceeds from issue of shares 117,250 2,000,183
Capital raising costs (4,192) (159,372)
------------------------ -----------------------
Net cash inflow from financing activities 113,058 1,840,811
------------------------ -----------------------
Net decrease in cash and cash equivalents (2,201,315) (3,318,408)
Cash and cash equivalents at the beginning
of the half-year 4,256,808 4,078,830
Effects of exchange rate fluctuations on
cash held (143) 1,668
------------------------ -----------------------
Cash and cash equivalents at the end of the
half-year 2,055,350 762,090
======================== =======================
The condensed notes on pages 14 to 23 are an integral part of
these financial statements.
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2014
1. REPORTING ENTITY
Bullabulling Gold Limited (the "Company") is a company domiciled
in Australia. The consolidated interim financial report of the
Company as at and for the six months ended 30 June 2014 comprises
the Company and its subsidiaries (together referred to as the
"Group" and individually as "Group Entities"). The Group is
primarily involved in the mineral exploration and development
industry in Australia.
The consolidated financial report of the Group as at and for the
year ended 31 December 2013 is available upon request from the
Company's registered office at Level 2, 55 Carrington Street,
Nedlands, Western Australia, 6009 and is available for review on
the Company's web site.
2. BASIS OF PREPARATION
(a) Statement of compliance
The consolidated interim financial report is a general purpose
financial report which has been prepared in accordance with AASB
134 Interim Financial Reporting and the Corporations Act 2001. It
does not include all of the information required for a full annual
financial report, and should be read in conjunction with the annual
consolidated financial report of the Group as at and for the year
ended 31 December 2013 and any public announcements made by
Bullabulling Gold Limited during the interim reporting period.
Bullabulling Gold Limited is a for-profit entity for the purpose
of preparing the financial statements.
The consolidated interim financial report was approved by the
Board of Directors on 28 August 2014.
(b) Judgements and 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 and liabilities, income and expense. Actual results may
differ from these estimates.
In preparing this consolidated interim financial 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
statements as at and for the year ended 31 December 2013.
(c) Going Concern
The consolidated interim financial report has been prepared on a
going concern basis, which contemplates the continuity of normal
business activity and the settlement of liabilities in the normal
course of business.
Additional funds will need to be sourced for the Company to
continue to carry on its business. The ability of the Group to
continue funding its development activities is dependent on the
Group securing further working capital by additional equity or
financing facilities. The timing of raising additional capital will
depend on investment markets, current and future planned
exploration and development activities.
With effect from 15 July 2014, the Company became a subsidiary
of Norton Gold Fields Limited ("Norton"). Norton have given an
undertaking to provide financial support for the Company, through a
loan facility, should the Company not be able to source funds from
the market or alternative financing arrangements. The facility is
an unsecured loan up to the value of $2,000,000 with an interest
rate of 8% per annum with repayment on the date when the Company
raises sufficient moneys to repay the loan in full without
prejudicing any creditors or future expenditure commitments or such
later date as may be agreed between Norton and the Company.
The financial report does not contain any adjustments to the
amounts or classification of recorded assets or liabilities which
might be necessary if the Group was not to continue as a going
concern.
2. BASIS OF PREPARATION
(d) Fair value measurement
Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between
market participants at the measurement date, regardless of whether
that price is directly observable or estimated using another
valuation technique. In estimating the fair value of an asset or a
liability, the Group takes into account the characteristics of the
asset or liability if market participants would take those
characteristics into account when pricing the asset or liability at
the measurable date. Fair value for measurement and / or disclosure
purposes in these consolidated financial statements is determined
on such a basis, except for share-based payment transactions that
are within the scope of AASB 2, leasing transactions that are
within the scope of AASB 117, and measurements that have some
similarities to fair value but are not fair value, such as net
realisable value in AASB 2 or value in use in AASB 136.
In addition, for financial reporting purposes, fair value
measurements are categorised into Level 1, 2 or 3 based on the
degree to which the inputs to the fair value measurements are
observable and the significance of the inputs to the fair value
measurement in its entirety, which are described as follows:
-- Level 1 inputs are quoted prices (unadjusted) in active
markets for identical assets or liabilities that the entity can
access at the measurable date;
-- Level 2 inputs are inputs, other than quoted prices included
within Level 1, that are observable for the asset or liability,
either directly or indirectly; and
-- Level 3 inputs are unobservable inputs for the asset or liability.
3. SIGNIFICANT ACCOUNTING POLICIES
Except as described below, the accounting policies applied by
the Group in the consolidated interim financial report are the same
as those applied by the Group in its consolidated financial report
as at and for the year ended 31 December 2013. The following
changes in accounting policy are also expected to be reflected in
the Group's consolidated financial statements as at and for the
year ending 31 December 2014.
AASB 2011-4 Amendments to Australian Accounting Standards to
Remove Individual Key Management Personnel Disclosure Requirements
- The change amends AASB 124 Related Party Disclosures to remove
the individual key management personnel (KMP) disclosures required
by Australian specific paragraphs from the consolidated notes to
the financial statements and record in the Directors' Remuneration
Report within the Directors' Report. This change will only impact
the annual financial report in December 2014.
AASB 2012-5 Amendments to Australian Accounting Standards
arising from Annual Improvements 2009-2011 Cycle. The change amends
a number of pronouncements as a result of the 2009-2011 annual
improvements cycle. These changes do not impact the financial
statements.
AASB 9 Financial Instruments - AASB 9 includes requirements for
the classification and measurement of financial assets. It was
further amended by AASB 2010-7 to reflect amendments to the
accounting for financial liabilities. These requirements improve
and simplify the approach for classification and measurement of
financial assets compared with the requirements of AASB 139.
Further amendments were made by AASB 2012-6 which amends the
mandatory effective date to annual reporting periods beginning on
or after 1 January 2015. AASB 2012-6 also modifies the relief from
restating prior periods by amending AASB 7 to require additional
disclosures on transition to AASB 9 in some circumstances.
Consequential amendments were also made to other standards as a
result of AASB 9, introduced by AASB 2009-11 and superseded by AASB
2010-7 and 2010-10. The AASB issued a revised version of AASB 9
(AASB 2013-9) during December 2013 which incorporated three primary
changes, which included that the mandatory effective date will be 1
January 2018. There will be no material impact on the Group on the
adoption of this standard.
4. FINANCIAL INSTRUMENTS
(a) Carrying amounts and fair values
The following table shows the carrying amounts and fair values
of financial assets and financial liabilities, including their
levels in the fair value hierarchy for financial instruments
measured at fair value. It does not include fair value information
for financial assets and financial liabilities not measured at fair
value of the carrying amount is reasonable approximation of fair
value.
Carrying Amount Fair Values
Non-current assets Current assets
Other Other Other Cash and Total Level Level Level 3 Total
receivables investments receivables cash 1 2
equivalentss
------------- ------------ ------------ ------------ ------------- ---------- ------ ------ -------- --------
30 June 2014
Financial
assets
measured at
fair
value
Investments - 427,778 - - 427,778 - - 427,778 427,778
Financial
assets
not measured
at
fair value
Cash and
cash
equivalents - - - 2,055,350 2,055,350 - - - -
Other
receivables 185,000 - 560,198 - 745,198 - - - -
------------ ------------ ------------ ------------- ---------- ------ ------ -------- --------
185,000 427,778 560,198 2,055,350 3,228,326 - - 427,778 427,778
============ ============ ============ ============= ========== ====== ====== ======== ========
31 December
2013
Financial
assets
measured at
fair
value
Investments - 427,778 - - 427,778 - - 427,778 427,778
Financial
assets
not measured
at
fair value
Cash and
cash
equivalents - - - 4,256,808 4,256,808 - - - -
Other
receivables 185,000 - 38,637 - 223,637 - - - -
------------ ------------ ------------ ------------- ---------- ------ ------ -------- --------
185,000 427,778 38,637 4,256,808 4,908,223 - - 427,778 427,778
============ ============ ============ ============= ========== ====== ====== ======== ========
4. FINANCIAL INSTRUMENTS (continued)
(a) Carrying amounts and fair values (continued)
Carrying Amount Fair Values
Non-current Current
liabilities liabilities
Trade and Trade and Total Level 1 Level 2 Level 3 Total
other payables other payables
----------------------- ----------------- ---------------- ---------- -------- -------- -------- ------
30 June 2014
Financial liabilities
not measured at
fair value
Trade and other
payables - 1,459,872 1,459,872 - - - -
31 December 2013
Financial liabilities
not measured at
fair value
Trade and other
payables - 155,853 155,853 - - - -
4. FINANCIAL INSTRUMENTS (continued)
(b) Measurement of fair values
(i) Valuation techniques and significant unobservable inputs
The following table shows the valuation techniques used in
measuring Level 3 fair values at 30 June 2014 and 31 December
2013.
Type Valuation technique Significant unobservable Inter-relationship
inputs between significant
unobservable inputs
and fair value
measurement
---------------------- ---------------------- ------------------------- ----------------------
Equity securities Market-based approach Share price from Sensitivity following
- available-for-sale most recent capital a change in the
assets raising share price
(ii) Level 3 fair values
Reconciliation of Level fair values
The following table shows a reconciliation from the opening
balances to the closing balances for Level 3 fair values.
Equity securities
- available-for-sale
assets
--------------------------- ----------------------
Balance at 1 January 2013 427,778
----------------------
Balance at 30 June 2013 427,778
======================
Balance at 1 January 2014 427,778
Balance at 30 June 2014 427,778
======================
Sensitivity analysis
For the fair values of available for sale assets, reasonably
possible changes at 30 June 2014 and 31 December 2013 to one of the
significant unobservable inputs, holding other inputs constant,
would have the following effects.
OCI, net of tax
Increase Decrease
----------------------------- --------- ---------
30 June 2014
Share priced changed by 10% 42,778 (42,778)
31 December 2013
Share priced changed by 10% 42,778 (42,778)
========= =========
5. OPERATING SEGMENTS
At the reporting date the Group had one reportable segment,
being gold exploration, evaluation and development.
Reconciliation of reportable segment loss, assets and
liabilities and other material items
30 June 30 June
2014 2013
$ $
---------------------------------------- ------------------------ ----------------------------
Loss before income tax
Total loss for reportable segment (1,480,887) (2,242,322)
Central administration and directors'
remuneration (1,336,335) (2,382,555)
Finance income 73,522 66,324
Research and development tax incentive
refund 481,045 4,538,603
Costs relating to Norton takeover bid (1,096,918) -
------------------------ ----------------------------
Consolidated loss before income tax (3,359,573) (19,950)
======================== ============================
30 June 31 December
2014 2013
$ $
------------------------------------------ ------------------------- -----------------------------
Assets
Total assets for reportable segment 653,559 710,141
Cash and cash equivalents 2,055,350 4,256,808
Term deposits 185,000 185,000
Available for sale financial assets 427,778 427,778
Research and development tax incentive 481,045 -
refund
Other central admin assets 219,520 152,454
4,022,252 5,732,181
========================= =============================
Liabilities
Total liabilities for reportable segment (1,568,609) (1,399,819)
Employee entitlements (289,197) (412,616)
Norton takeover bid (1,087,831) -
Other liabilities (156,625) (109,227)
(3,102,262) (1,921,662)
========================= =============================
There have been no changes to the basis of segmentation or the
measurement basis for the segment profit or loss since 31 December
2013.
6. OTHER RECEIVABLES
30 June 31 December
2014 2013
$ $
---------------------------------------- ------------------------- -----------------------------
Research and development tax incentive 481,045 -
refund
Bank interest income 40,192 8,720
Office rental income 38,961 29,917
Deposits and bonds 185,000 185,000
745,198 223,637
========================= =============================
Current 560,198 38,637
Non-current 185,000 185,000
------------------------- -----------------------------
745,198 223,637
========================= =============================
7. CAPITAL AND RESERVES
(a) Share capital
Ordinary shares
30 June 2014 30 June 2013
Number $ Number $
-------------- ----------------------------- ----------------------------- ----------------------------- -----------------------------
On issue at 1
January 342,248,780 68,555,550 302,533,874 66,704,240
Entitlement
issue of
shares at 5
cents
each to
Australian
shareholders - - 16,870,703 843,535
Entitlement
issue of
shares at
5.2 cents
each to UK
shareholders - - 22,344,203 1,156,648
Issue of
shares at
4.7 cents in
lieu of
50% of bonus 1,786,808 83,979 - -
Issue of
shares at
6.5 cents
each
pursuant
to drilling
services 2,261,938 147,027 - -
Placement of
shares at
4.1 cents
each
to Managing
Director 2,859,756 117,250 - -
Issue of
shares at
7.1 cents
each in lieu
of 50% of
directors'
fees 1,333,094 94,649 - -
Capital
raising
costs - 2,751 - (159,372)
On issue at
30 June 350,490,376 69,001,206 341,748,780 68,545,051
============================= ============================= ============================= =============================
7. CAPITAL AND RESERVES (continued)
(b) Reserves
Equity-based benefits reserve
The equity-based benefits reserve represents the cost of options
that have been granted and vested as share-based payments but not
exercised. This reserve will be transferred to accumulated losses
should these options be exercised or reversed through profit and
loss should certain vesting conditions not be met.
On 1 May 2014, 1,000,000 options with an exercise price of 28.4
cents each expired unvested.
This reserve also represents shares that are to be issued to
directors in lieu of director fees.
(c) Options
At the date of this report, there are 14,592,621 options on
issue in Bullabulling Gold Limited. The exercise price ranges from
10.20 cents to 59.22 cents, and the exercise dates range from
October 2013 to May 2018.
8. COMMITMENTS
Commitments for approved mineral exploration expenditure are
scheduled as follows:
30 June 30 June
2014 2013
$ $
------------------------- ---- ------------------------- -------------------------
Mineral exploration
Not later than one year 575,300 614,060
=========================
9. RELATED PARTY TRANSACTIONS
(a) Transactions with key management personnel
Key management personnel receive compensation in the form of
short-term employee benefits, post-employment benefits and
share-based payments awards (where applicable). Key management
personnel received total compensation of $905,917 for the six
months ended 30 June 2014 (six months ended 30 June 2013:
$886,973).
$90,139 of key management personnel remuneration that was
incurred in 2014, was satisfied by the issue of fully paid ordinary
shares in the Company.
(b) Non-executive Directors
In view of the need to preserve cash in light of the current
financial climate and market condition, shareholders approved the
implementation of a scheme, effective 1 July 2013, whereby
non-executive directors would receive 50% of their directors' fees
in shares. The pricing of the shares and accordingly, the number of
shares to be issued, was based on a 5 day VWAP at the end of each
calendar quarter.
During the six months ended 30 June 2014, the Company issued
1,333,094 fully paid ordinary shares to non-executive directors in
satisfaction of deferred director's fees.
10. OTHER INCOME
30 June 30 June
2014 2013
$ $
---------------------------------------- ---- -------------------------- --------------------------
Research and development tax incentive
refund 481,045 4,538,603
HMRC VAT refund 8,137 1,557
489,182 4,540,160
========================== ==========================
11. EXPENSES
30 June 30 June
2014 2013
Note $ $
-------------------------------------------- ------- ------------------------- -------------------------
Loss before income tax from continuing
operations includes the following specific
expenses:
Personnel expenses:
Wages and salaries (staff) 142,305 224,028
Directors and executives remuneration 905,917 886,973
Contributions to defined contribution
plans (staff) 31,539 31,983
Increase / (decrease) in liability
for annual leave (staff) (875) 21,658
Payroll tax 53,056 53,167
Other associated personnel expenses 4,494 8,327
------------------------- -------------------------
1,136,436 1,226,136
========================= =========================
Expensed in exploration and evaluation 397,143 499,744
Expensed in administrative expenses 739,293 726,392
------------------------- -------------------------
1,136,436 1,226,136
========================= =========================
Administrative expenses:
Personnel expenses 739,293 726,392
Advertising and publicity (i) 178,978 110,721
Communication and information services (i) 31,371 40,985
Travelling and Motor vehicle expenses (i) 68,555 78,127
Office administration 99,865 106,024
Bank charges 2,543 20,780
Share registry and statutory fees (i) 104,794 45,978
------------------------- -------------------------
1,225,399 1,129,007
========================= =========================
11. EXPENSES (continued)
30 June 30 June
2014 2013
Note $ $
----------------------------------- ------- ------------------------- -------------------------
Other expenses:
Professional fees (i) 1,140,237 285,562
Depreciation and amortisation 64,428 85,463
Site restoration expenses - 883,193
Net foreign exchange loss (ii) 11,326 887
1,215,991 1,255,105
========================= =========================
Notes to support expenses table
(i) Includes costs in relation to the Norton takeover bid;
(ii) Losses on foreign exchange result from movements in the
value of the Australian Dollar against the UK Pound
12. CONTINGENCIES
There were no contingent liabilities at the reporting date
(2013: Nil).
13. SUBSEQUENT EVENTS
Subsequent to the reporting date, the Group received $503,403
from the ATO comprising $481,045 in Research and Development tax
refunds and $22,358 interest.
On 2 July 2014, the Company issued 321,180 fully paid ordinary
shares at 7.1 cents each in part satisfaction of director fees. The
issue price was based on the 5 day VWAP at the end of the June 2014
quarter.
On 14 July 2014, Norton reached a position of control of
Bullabulling with an interest of 50.95%. At the date of this
report, Norton held an 86.24% controlling interest in the
Company.
On 15 July 2014, the position of Managing Director and CEO were
abolished, and the service agreement with Brett Lambert was
terminated, with termination benefits paid to Mr Lambert pursuant
to his agreement.
On 4 August 2014, Dr Dianmin Chen and Dr Noel White joined the
Board, and Brett Lambert and Ronnie Beevor resigned as directors.
Dr Chen was appointed Chairman, with Peter Mansell remaining as a
non-executive director.
On 4 August 2014, Norton advanced $ 2,000,000 to the Company by
way of a draw down facility to enable the Company to continue the
DFS study and meet day to day expenses.
Other than these matters, there have been no matters or
circumstances that have arisen since the end of the financial year
that have significantly affected, or may significantly affect, the
operations of the Company, the results of these operations, or the
state of affairs of the Company in future financial years.
DIRECTORS' DECLARATION
In the opinion of the directors of Bullabulling Gold Limited
(the "Company"):
(1) the financial statements and notes set out on pages 14 to 24
are in accordance with the Corporations Act 2001, including:
(a) giving a true and fair view of the Group's financial
position as at 30 June 2014 and of its performance, for the six
month period ended on that date; and
(b) complying with Australian Accounting Standard AASB 134
Interim Financial Reporting and the Corporations Regulations 2001;
and
(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.
Signed in accordance with a resolution of the Directors:
PETER MANSELL
Director
Dated at Perth this 28(th) day of August 2014.
INDEPENDENT REVIEW REPORT
This information is provided by RNS
The company news service from the London Stock Exchange
END
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