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1 29 June Attention: Kerrie Papamihal Assistant Manager, Listing Australian Stock Exchange Dear Kerrie Review of Pro Forma Balance Sheet Pendragon Capital hereby confirms that in preparation of the Investigating Accounts Report we reviewed the pro forma balance sheet prepared by the Directors. We confirm that the pro form balance sheet is in accordance with Australian Accounting Standards. Please see attached the Investigating Accounts Report with reviewed financial statements. Should you have any queries, please do not hesitate to contact either myself or Keith Platel. Kind regards RICK HOPKINS DIRECTOR 283 Rokeby Road, Subiaco Western Australia 6008 p: +61 (08) f: +61 (08) e: A copy of Pendragon Capital Limited s Financial Services Guide is available on request A copy of Pendragon Capital Limited s Financial Services Guide is available on request.

2 20 April The Directors Equamineral Holdings Limited Level 4, 66 Kings Park Road WEST PERTH WA 6005 Dear Sirs Investigating Accountant s Report Equamineral Holdings Limited 1. Introduction This Investigating Accountant s Report ( Report ) has been prepared at the request of the directors of Equamineral Holdings Limited ARBN (a company registered in the British Virgin Islands Registration Number ) ( Equamineral Holdings or the Company ). The Report has been prepared based on the historical financial information of the Company for inclusion in a Prospectus dated on or around 16 April inviting participation in the Initial Public Offer ( IPO ) by Equamineral Holdings of 12,500,000 CDI s at an issue price of 20 cents per CDI to raise 2,500,000. The minimum subscription has been set at 2,500,000 (12,500,000 CDI s) and no oversubscription will be accepted. All amounts are expressed in Australian Dollars unless otherwise stated. Unless otherwise stated, terms have the same meaning as in the Prospectus. 2. Background The Company is a company incorporated in the British Virgin Islands. The company was incorporated on 23 June 2011 for the purpose of acquiring and developing the highly prospective Oyabi Iron Project in the Republic of Congo through its subsidiary Equamineral SA. Equamineral Holdings holds 80% of the shares of Equamineral Group Limited. Equamineral Group Limited is the beneficial holder of 100% of the shares of Equamineral SA. Specific information on the Company s activities to date can be found in Section 6 of the Prospectus. 3. Capital Structure The expected capital structure of the Company following the completion of the IPO is as follows: Number of Shares Number of Options Cash Subscribed Issued Capital of 10,000,006 Shares at Nil 10,000,006 Nil Issued Capital of 2,900,000 Shares at ,900, ,000 Issued Capital of 12,500,000 CDI s at 0.20 to Public 12,500,000 2,500,000 Issue of 1,200,000 Options to Management (Note 1) 1,200,000 - Total on issue - completion of IPO 25,400,006 1,200,000 2,790,000 Note 1. Options exercisable at 0.30 each on or before the third anniversary of the Company s admission to the Offical List of ASX.

3 4. Basis of Preparation This Report has been included in this Prospectus to provide investors and their financial advisors with information on the pro forma income statement and balance sheet of Equamineral Holdings as set out in Appendix 1. The pro forma financial information is presented in a summarised form and does not reflect all the disclosure requirements of financial statements prepared using Australian Accounting Standards in accordance with the Corporations Act This report does not address the rights attaching to the CDI s to be issued in accordance with the Prospectus, nor the risks associated with the investment. Pendragon Capital Limited ( Pendragon ) has not been engaged to report on the prospects of Equamineral Holdings, the pricing of CDI s or the benefits and risks of becoming an investor in the Company. Risk factors are set out in Section 7 of the Prospectus. Pendragon bears no responsibility for those matters or for any matter or omission in the Prospectus, other than responsibility for this report. 5. Scope Pendragon has been requested to prepare a report covering the following financial information: Pro forma Financial Information Pro forma Statement of Comprehensive Income for the period to. Pro forma Balance Sheet as at. Pro forma Statement of Changes in Equity as at. Pro forma Statement of Cash Flows for the period to. Notes to and forming part of the pro forma financial statements. The pro forma unaudited financial information has been derived from historical financial information up until after adjusting for the following transactions as if they had occurred at that date: The issue of 12,500,000 CDI s in Equamineral Holdings to raise 2,500,000 pursuant to the Prospectus. Incurring of costs directly attributable to the offer, estimated at 336,244 (plus GST), which has been offset against the proceeds of the offer. The financial information is set out in Appendix 1 to this report. 6. Review Pendragon has conducted an independent review of the financial information listed above and set out in Appendix 1 to this report. The review has been conducted in accordance with auditing and assurance standard ASRE 2405 Review of historical financial information other than a financial report. Our review was limited primarily to the following procedures performed as our professional judgement considered reasonable in the circumstances: Review of historical financial information for the period up to ; Review of assumptions used to compile the financial information; Review of any adjustments made to financial information; Performance of certain limited verification procedures; Comparison of consistency in application of accounting standards and policies adopted by the Company; and Enquiry of Company officeholders and other relevant employees or consultants. These procedures do not provide all the evidence that would be required in an audit, and thus the level of assurance provided is less than that given in an audit. As we have not performed any audit activity, we do not express an audit opinion.

4 The Directors of Equamineral Holdings are responsible for the preparation and presentation of financial information that has formed the basis of our review. Pendragon disclaims any responsibility for any reliance on this report or the financial information on which it is based for any purpose other than for which it was prepared. 7. Review Statement Based on our review, which was not an audit, nothing has come to our attention which causes us to believe that the historical and pro forma financial information set out in Appendix 1 is not presented fairly, in accordance with the measurement and recognition requirements (but not the disclosure requirements) of applicable Accounting Standards and other mandatory professional reporting requirements in Australia and the accounting policies adopted by Equamineral Holdings as disclosed in Note 1 of Appendix Subsequent Events To the best of our knowledge and belief there have been no other material items, transactions or events outside the Company s ordinary business subsequent to that require comment or adjustment to our report or that would cause such information to be misleading or deceptive. 9. Declarations and Disclosures i) Pendragon is the holder of an Australian Financial Services Licence (number ). ii) Pendragon will be paid a fee estimated to be 12,500 (plus GST) based upon normal charge out rates for professional time incurred in the preparation and compilation of this report. iii) Pendragon has not been involved in any other aspect of the preparation of the Prospectus. Pendragon has issued its consent to include this report in the Prospectus. iv) This report has been prepared to provide general advice to investors only and does not take into account the specific financial needs, objectives and situation of individual investors. The giving of consent to include this report in the Prospectus should not be taken as an endorsement by Pendragon of Equamineral Holdings or the offer. v) The Financial Services Guide from Pendragon is available to investors upon request. Yours sincerely Rick Hopkins Director

5 Note Pro Forma Pro Forma STATEMENT OF COMPREHENSIVE INCOME Revenue 1,175 1,175 1,175 1,175 Employee Costs (97,560) (97,560) (97,560) (97,560) Expenses from ordinary activities (32,320) (45,949) (32,320) (45,949) Loss from ordinary activities before related income tax Income tax expenses relating to ordinary activities (128,705) (142,334) (128,705) (142,334) Loss after income tax expense (128,705) (142,334) (128,705) (142,334) Other Comprehensive Income Total Comprehensive Income (Loss) for the period (128,705) (142,334) (128,705) (142,334) Total Comprehensive Income (Loss) Attributed to: Owners of the Company (128,705) (139,608) (128,705) (139,608) Non-controlling Interest - (2,726) - (2,726) Total Comprehensive Income (Loss) for the period (128,705) (142,334) (128,705) (142,334) The Statement of Comprehensive Income is to be read in conjunction with the notes set out in this section. The unaudited pro forma financial statements have been prepared assuming full subscription.

6 BALANCE SHEET Note Pro Forma Pro Forma Current Assets Cash assets 2 60,980 62,943 2,560,980 2,562,943 Other current assets - 31,595-31,595 Total current assets 60,980 94,538 2,560,980 2,594,538 Non-Current Assets Loan Equamineral SA 154, ,914 - Exploration costs - 181, ,622 GST Paid 1,334 1,334 13,934 13,934 Total non-current assets 156, , , ,556 Total Assets 217, ,494 2,729,828 2,790,094 Current Liabilities Loan Cominco SA 1,900 89,391 1,900 89,391 Estimated capital raising costs (including GST) , ,943 Total current liabilities 1,900 89, , ,334 Total Liabilities 1,900 89, , ,334 Net Assets 215, ,103 2,414,985 2,387,760 Equity Issued capital (net of issue costs) 3 247, ,830 2,446,968 2,461,487 Non-controlling interest - (2,726) - (2,726) Foreign exchange reserve (838) 755 (838) 755 Share based reserve 97,560 97,560 97,560 97,560 Retained earnings (128,705) (169,316) (128,705) (169,316) Total Equity 215, ,103 2,414,985 2,387,760 RICK HOPKINS DIRECTOR PENDRAGON CAPITAL LTD The Balance Sheet is to be read in conjunction with the notes set out in this section. The unaudited pro forma financial statements have been prepared assuming full subscription.

7 Pro Forma Pro Forma STATEMENT OF CHANGES IN EQUITY Total Equity at the beginning of the period - (29,708) - (29,708) Profit(Loss) for the period (128,705) (139,608) (128,705) (139,608) Share capital issued for the period (net of issue costs) 247, ,830 2,446,968 2,461,487 Foreign exchange reserve (838) 755 (838) 755 Share based reserve 97,560 97,560 97,560 97,560 Non-controlling Interest - (2,726) - (2,726) Total Equity at the end of the period 215, ,103 2,414,985 2,387,760 STATEMENT OF CASH FLOW Cash flows from operating activities Cash paid to supplier in the course of business (33,654) (78,878) 266, ,465 Interest received 1,175 1,175 1,175 1,175 Net cash provided by operating activities (32,479) (77,703) 267, ,640 Cash flows from investing activities Payment of exploration costs - (181,622) - (181,622) Net cash provided by investing activities - (181,622) - (181,622) Cash flows from financing activities Proceeds/payments of loans (153,014) 59,683 (153,014) 59,683 Proceeds from issue of shares (net of issue costs) 247, ,830 2,446,968 2,461,487 Net cash provided by financing activities 94, ,513 2,293,954 2,521,170 Net increase / (decrease) in cash held 61,818 62,188 2,561,818 2,562,188 Less Foreign Exchange (838) 755 (838) 755 Cash at the beginning of the period Cash at the end of the period 60,980 62,943 2,560,980 2,562,943 The Statement of Cash Flow is to be read in conjunction with the notes set out in this section. These unaudited pro forma financial statements have been prepared assuming full subscription.

8 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The significant policies which have been adopted in the preparation of the historical and pro forma historical financial information (collectively referred to as the financial statements ) are: a) Basis of preparation The financial statements are a special purpose financial report which has been prepared in accordance with the recognition and measurement principles prescribed in Australian Accounting Standards, Urgent Issues Group Consensus Views, other authoritative pronouncements of the Australian Standards Board and the Corporations Act They have been prepared on the basis of historical costs and do not take into account changing money values, or except when stated, current valuations of non-current assets. The accounting policies have been consistently applied by the Company unless otherwise stated. b) Revenue recognition Interest revenue Interest is recognised as it accrues. c) Income Tax The Company is a company registered in the British Virgin Islands (BVI) and is expected to be a resident of BVI for taxation purposes. To the extent, if any, that taxation is payable in other tax jurisdictions, the following policy will apply. Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: initial recognition of goodwill, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. d) Exploration evaluation and development expenditure Exploration, evaluation and development costs are accumulated in respect of each separate area of interest. Exploration and evaluation costs are carried forward where right of tenure of the area of interest is current and costs are expected to be recouped through sale or successful development and exploitation of the area of interest, or, where exploration and evaluation activities in the area of interest have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.

9 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONT'D) NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Development costs relating to an area of interest are carried forward to the extent that they are expected to be recouped either through sale or successful exploitation of the area of interest. When an area of interest is abandoned or the directors decide that it is not commercial, any accumulated costs in respect of that area are written off in the financial period that the decision is made. e) Payables Trade payables and other accounts payables are recognised when the entity becomes obliged to make future payments resulting from the purchase of goods and services. f) Receivables Receivables are carried at amounts due. The collectability of debts is assessed throughout the year and a specific provision is made for any doubtful accounts. g) Goods and services tax Revenues, expenses and assets are recognised net of the amount of goods and services tax ( GST ), except where the amount of GST incurred is not recoverable from the Australian Tax Office ( ATO ). In these circumstances the GST is recognised as part of a cost of acquisition of the asset or as part of an item of the expense. Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the statement of financial position. Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities, that are recoverable from, or payable to, the ATO, are classified as operating cash flows. h) Recoverable amount of non-current assets The carrying amounts of all non-current assets other than exploration expenditure are reviewed at least annually to determine whether they are in excess of their recoverable amount. If the carrying amount of a non-current asset exceeds the recoverable amount, the asset is written down to the lower value. In assessing recoverable amounts the relevant cash flows have not been discounted to their present value. i) Acquisition of assets All assets acquired other than goodwill are initially recorded at their costs of acquisition at the date of acquisition, being the fair value of the consideration provided plus the incidental costs directly attributed to the acquisition. When equity instruments comprising share and options are issued as consideration, their market price at the date of acquisition is used to determine a fair value except when the notional price at which they could be placed in the market is a better indication of fair value. Transaction costs arising on the issue of equity instruments are recognised directly in equity subject to the extent of proceeds received unless otherwise expensed. j) Determination of Fair Values A number of the Company s accounting policies and disclosure require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and / or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset of liability.

10 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONT'D) NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Share-based payment transactions The fair value of the share options and the share appreciation right is measured using the Black-Scholes formula. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments (based on historical experience and general option holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds). Service and non-market performance conditions attached to the transactions are not taken into account in determining fair value. Pro Forma Pro Forma NOTE 2 CASH ASSETS Cash at bank and on hand 60,980 62,943 2,560,980 2,562,943 Adjustments to the pro forma cash balance are summarised as follows: Balance as at 60,980 62,943 Payment of estimated capital raising costs (291,408) (291,408) GST on capital raising costs (21,535) (21,535) Increase in Creditors 312, ,943 Proceeds from the issue of 12,500,000 shares 2,500,000 2,500,000 pro forma cash balance 2,560,980 2,562,943 NOTE 3 - CONTRIBUTED EQUITY (net of issue costs) 12,900,0006 Fully paid ordinary shares (pro forma 25,400,006 fully paid ordinary shares) 247, ,830 2,446,968 2,461,487 Reconciliation of contributed equity Historical financial information: Balance at beginning of period Issued capital 290, ,261 2,790,000 2,809,261 Estimated capital raising costs (40,094) (44,836) (331,502) (336,244) GST on capital raising costs (2,595) (2,595) (11,530) (11,530) Balance at end of period 247, ,830 2,446,968 2,461,487 NOTE 5 SHARE BASED PAYMENT RESERVE Balance at beginning of period - - Value of management options issued during the period 97,560 97,560 Balance at end of period 97,560 97,560

11 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONT'D) NOTE 6 SUBSEQUENT EVENTS Subsequent to the date of this report, the Company intends to raise 2,500,000 through an initial public offer and list on the Australian Stock Exchange. Other than this, there has not arisen any item or transaction or event of a material and unusual nature likely, in the opinion of the directors of the Company, to affect significantly the operations of the Company, the results of those operations, or the state of affairs of the Company in future financial years. NOTE 7 - RELATED PARTIES Directors The directors in the office as at listing are: Colin Ikin Executive Chairman Robert Timmins Non-Executive Director David Porter Non-Executive Director Directors interests in shares and options The aggregate number of shares and options in the Company held by directors and their director related entities as at date of the Prospectus are: Director Shares Options 1 Colin Ikin 3,868,580 2 Nil Robert Timmins Nil 500,000 David Porter Nil 500,000 Total 3,868,580 1,000, ,000,000 management options are exercisable at 0.30 each on or before 3 years from the Company s admission to the Official List of ASX. Colin Ikin s Shares are held by Woolstores Developments Pty Ltd, a company in which Mr Ikin has an indirect beneficial interest.