EQUATORIAL RESOURCES LIMITED EQUATORIAL RESOURCES LIMITED | ABN 50 009 188 694
Level 9, BGC Centre, 28 The Esplanade, Perth WA 6000 | Phone: +61 8 9322 6322 | Fax: +61 8 9322 6558 | www.equatorialresources.com.au
Directors
Ian Middlemas - Chairman Mark Pearce - Director John Welborn - Director Peter Woodman - Director
Company Secretary
Mr Greg Swan
Registered Office
Level 9, BGC Centre 28 The Esplanade
Perth WA 6000
Tel: +61 8 9466 5030
Fax: +61 8 9466 5029
Stock Exchange
Australian Securities Exchange Home Branch - Perth
2 The Esplanade
Perth WA 6000
ASX Code
EQX - Fully paid Ordinary Shares
Share Registry
Computershare Investor Services Pty Ltd Level 2, 45 St Georges Terrace
Perth WA 6000
Tel: 1300 557 010
Int: +61 8 9323 2000
Fax: +61 8 9323 2033
Bankers
Australia and New Zealand Banking Group Limited
Solicitors
DLA Piper
Auditors
Ernst & Young
Website
www.equatorialresources.com.au
Directors' Report 1
Auditor's Independence Declaration 14
Consolidated Statement of Profit or Loss and Other Comprehensive Income 15
Consolidated Statement of Financial Position 16
Consolidated Statement of Changes in Equity 17
Consolidated Statement of Cash Flows. 18
Notes to the Financial Statements 19
Directors' Declaration 46
Independent Auditor's Report 47
Competent Persons Statement 49
The Directors of Equatorial Resources Limited present their report on the Consolidated Entity consisting of Equatorial Resources Limited ('Company' or 'Equatorial') and the entities it controlled at the end of, or during, the year ended 30 June 2015 ('Consolidated Entity' or 'Group').
The names and details of the Company's Directors in office at any time during the financial year or since the end of the financial year are:
Mr Ian Middlemas - Chairman
Mr Mark Pearce - Non-Executive Director
Mr John Welborn - Non-Executive Director (resigned as Managing Director and Chief Executive Officer effective from 30 June 2015)
Mr Peter Woodman - Non-Executive Director
Unless otherwise stated, all Directors held their office from 1 July 2014 until the date of this report.
Mr Ian Middlemas B.Com, CA Chairman (Non-Executive)
Mr Middlemas is a Chartered Accountant, a member of the Financial Services Institute of Australasia and holds a Bachelor of Commerce degree. He worked for a large international Chartered Accounting firm before joining the Normandy Mining Group where he was a senior group executive for approximately 10 years. He has had extensive corporate and management experience, and is currently a director with a number of publicly listed companies in the resources sector.
Mr Middlemas was appointed a Director of the Company on 5 November 2009. During the three year period to the end of the financial year, Mr Middlemas has held directorships in Paringa Resources Limited (October 2013 - present), Berkeley Energy Limited (April 2012 - present), Prairie Mining Limited (August 2011 - present), Pacific Ore Limited (April 2010 - present), Wildhorse Energy Limited (January 2010 - present), WCP Resources Limited (September 2009 - present), Sovereign Metals Limited (July 2006 - present), Odyssey Energy Limited (September 2005 - present), Papillon Resources Limited (May 2011 - October 2014), Sierra Mining Limited (January 2006 - June 2014) and Decimal Software Limited (July 2013 - April 2014).
Mr Mark Pearce B.Bus, CA, FCIS, FFin Director (Non-Executive)
Mr Pearce is a Chartered Accountant and is currently a director of several listed companies that operate in the resources sector. He has considerable experience in the formation and development of listed resource companies and has worked for several large international Chartered Accounting firms. Mr Pearce is also a Fellow of the Institute of Chartered Secretaries and a Fellow of the Financial Services Institute of Australasia.
Mr Pearce was appointed a Director of the Company on 5 November 2009. During the three year period to the end of the financial year, Mr Pearce has held directorships in Prairie Mining Limited (August 2011 - present), Pacific Ore Limited (April 2010 - present), WCP Resources Limited (September 2009 - present), Sovereign Metals Limited (July 2006 - present) and Odyssey Energy Limited (September 2005 - present), Wildhorse Energy Limited (August 2014 - present), and Decimal Software Limited (July 2013 - April 2014).
Mr John Welborn B.Com, CA, FAIM, SA Fin, MAICD, MAusIMM, JP Director (Non-Executive)
Mr Welborn is a Chartered Accountant with a Bachelor of Commerce degree from the University of Western Australia and is a Fellow of the Institute of Chartered Accountants in Australia, a Fellow of the Australian Institute of Management and is a member of the Australian Institute of Mining and Metallurgy, the Financial Services Institute of Australasia, and the Australian Institute of Company Directors.
Mr Welborn has extensive experience in the resources sector as a senior executive and in corporate management, finance and investment banking. Mr Welborn is currently the Managing Director of Resolute Mining Limited and was previously the Head of Specialised Lending in Western Australia for Investec Bank (Australia) Ltd.
Mr Welborn was appointed a Director of the Company on 6 August 2010 and served as Managing Director and Chief Executive Officer of the Company up to 30 June 2015. During the three year period to the end of the financial year, Mr Welborn has held directorships in Resolute Mining Limited (February 2015 - present), Orbital Corporation Limited (June 2014 - present), Prairie Mining Limited (February 2009 - September 2015) and Noble Mineral Resources Limited (March 2013 - December 2013).
Mr Peter Woodman B.Sc. (Geology), MAusIMM Director (Non-Executive)
Mr Woodman is a geologist with over 20 years' experience in exploration, development and operations in the resources sector. He is a graduate of the Australian National University and is a corporate member of the Australian Institute of Mining and Metallurgy.
Mr Woodman has held senior positions in a number of mining companies during his extensive career in the resources sector including Chief Executive Officer of Wedgetail Mining Limited where he oversaw the successful completion of the bankable feasibility study for the Nullagine Gold Project and then successfully managed an equity raising and secured senior debt facilities.
Prior to his role with Wedgetail Mining Ltd, Mr Woodman held positions with Samantha Gold NL, Ranger Minerals NL, Hellman & Schofield Pty Ltd, Centamin Egypt Ltd and Kingsgate Consolidated Ltd. His background is in management, exploration planning and execution, resource development and mining operations both in Australia and overseas.
Mr Woodman was appointed a Director of the Company on 8 April 2010. During the three year period to the end of the financial year, Mr Woodman has held directorships in WCP Resources Limited (August 2010 - present), Sovereign Metals Limited (May 2007 - present), and Papillon Resources Limited (May 2011 - June 2014).
Mr Greg Swan B.Com, CA, ACIS, AFin Company Secretary
Mr Swan is a Chartered Accountant and Chartered Secretary. He commenced his career at a large international Chartered Accounting firm and has since worked in the corporate office of a number of listed companies that operate in the resources sector.
Mr Swan was appointed Company Secretary of the Company on 26 May 2010.
As at the date of this report, the Directors' interests in the securities of the Company are as follows:
Interest in securities at the date of the report | |
Ordinary Incentive Performance Shares 1 Options2 Rights 3 | |
Mr Ian Middlemas | 5,210,000 - - |
Mr John Welborn | 6,000,000 2,000,000 1,000,000 |
Mr Mark Pearce | 1,050,000 - - |
Mr Peter Woodman | 350,000 - - |
Notes:
'Ordinary Shares' means fully paid ordinary shares in the capital of the Company.
'Incentive Options' means an option to subscribe for one Ordinary Share.
'Performance Rights' means a right to subscribe for one Ordinary Share upon the completion of specific performance milestones by the Company.
The principal activities of Equatorial during the financial year consisted of mineral exploration and associated development. No significant change in the nature of Equatorial's activities occurred during the year.
No recommendation for payment of dividends has been made for the year ended 30 June 2015 (2014: Nil).
The Group's primary activity during the year ended 30 June 2015 was the exploration and development of its two 100% owned iron projects in the Republic of Congo ('ROC'): the Mayoko-Moussondji Iron Project ('Mayoko-Moussondji') and the Badondo Iron Project ('Badondo'). Reacting to market conditions, Equatorial has focused on reducing expenditure wherever possible, whilst not jeopardising project development. The Board has ensured the Company maintains a strong balance sheet while continuing to advance existing projects as well as looking for new opportunities in the resources sector which will grow shareholder wealth.
Mayoko-Moussondji Iron Project
Subsequent to the end of the 2015 financial year, the Company entered into a conditional agreement ('Agreement') with Midus Global Limited, a subsidiary of European commodities trading company, Interalloys Trading Limited ('Interalloys'), for the sale of Mayoko- Moussondji.
The sale of Mayoko-Moussondji will occur by Midus Global Limited acquiring 100% of Equatorial's wholly-owned subsidiary Congo Mining Ltd ('CML'), which is the legal and beneficial owner of Mayoko-Moussondji. The total consideration to be paid by Midus Global Limited to Equatorial to acquire CML will be A$5,000,000 in cash and a royalty equal to 2% of the receipts from sales of all iron ore extracted, produced, or sold from any future mining operations at Mayoko-Moussondji.
Equatorial has been investigating strategic partnership and funding opportunities to progress Mayoko-Moussondji into production. Given the sustained fall in iron ore prices, and the resulting adverse market environment for iron ore development projects, the Company believes the transaction with Interalloys, which positions Equatorial to participate in any upside through the retention of a 2% life-of-mine royalty, represents the best possible outcome for shareholders.
The Agreement is subject to various conditions precedent which must be satisfied or waived on or before 31 October 2015 (unless extended by the parties), including the Minister of Mines of the Republic of Congo ('ROC') providing his consent in writing to the transaction, the Minister of Finance of the ROC confirming he has no objection to the transaction, and the constitutional documents of the Company being amended to accommodate the transaction.
The Mayoko-Moussondji Iron Project, located in the southwest region of the ROC, has total Indicated and Inferred Resources of 917 million tonnes ('Mt') at 31.4% Fe which includes a Hematite Mineral Resource of 182Mt at 35.7% Fe. The resource contains Indicated and Inferred resource classifications as follows: Indicated Hematite 55Mt, Inferred Hematite 127Mt, Indicated Magnetite 2Mt, Inferred Magnetite 733Mt (for full details of the Mineral Resource Estimate please refer to ASX announcement dated 4 December 2013).
The project has access to a rail line running directly to the deep-water port of Pointe-Noire. Following completion of a Pre-Feasibility Study on the project in November 2014, Equatorial has secured long term tenure of Mayoko-Moussondji with the granting of a 25 year Mining Licence and signing of a Mining Convention.
Badondo Iron Project
The Company retains 100% ownership of the potentially large-scale Badondo Iron Project in the northwest region of the ROC.
Badondo is located within a regional cluster of world-class iron ore exploration projects including Sundance Resources Limited's Mbalam-Nabeba project, Core Mining's Avima Project, and the Belinga project in Gabon. Badondo has a large direct shipping ore ('DSO') hematite Exploration Target and assay results received to-date are highly encouraging as they confirm the presence of thick high grade iron mineralisation at, and close to, surface.
Badondo has an estimated high grade direct shipping ore ('DSO') Exploration Target of between 370 and 620 million tonnes of iron mineralisation at a grade of 58% to 67% Fe as part of a global Exploration Target of between 2.8 and 4.6 billion tonnes of iron mineralisation at a grade of 35% to 67% Fe. It should be noted that the potential quantity and grade of the Exploration Target is conceptual in nature, that there has been insufficient exploration to estimate a Mineral Resource, and that it is uncertain if further exploration will result in the estimation of a Mineral Resource.
Equatorial has prepared a Mining Licence Application ('MLA') for Badondo which will be submitted in the coming weeks. Equatorial has previously applied for the renewal of the Badondo Exploration Licence and is now undertaking the process for the upgrading of the Company's tenure to a 25 year Mining Licence. According to the ROC Mining Code, an MLA requires the submission of a feasibility study, an environmental and social impact assessment, community development plans, and the completion of technical reviews by relevant government agencies. Equatorial intends to lodge the MLA for Badondo based on completed exploration work in order to position the Company with a 25 year right to mine at the project.
Equatorial is also assessing plans for further exploration work at Badondo, which may include a follow-up drilling program.
Operating Results
The net loss of the Consolidated Entity for the year ended 30 June 2015 was $3,935,728 (2014: $13,065,037). Significant items contributing to the current year loss and the substantial differences from the previous financial year include:
(i) Interest revenue of $1,330,427 (2014: $1,728,396);
Research and development ('R&D') grant income of $1,379,273 (2014: Nil) in relation to the Company's R&D tax incentive claims for the years ended 30 June 2013 and 2014;
Exploration and evaluation expenses of $4,323,467 (2014: $8,775,927), which is attributable to the Group's accounting policy of expensing exploration and evaluation expenditure incurred by the Group subsequent to the acquisition of the rights to explore and up to the successful completion of definitive feasibility studies for each separate area of interest;
Feasibility expenses of $612,368 (2014: $1,879,716), relating to the Company's Pre-Feasibility Study for the Mayoko- Moussondji Project which was completed in November 2014;
Corporate expenses of $1,566,385 (2014: $2,123,656), which includes expenses relating to the management of an ASX listed company, the Group's investor relations activities during the year, and the supervision and management of the exploration and development of the Company's two projects; and
Gain on reversal of non-cash share based payment expenses of $951,947 (2014: expense of $343,297) recognised in prior years in relation to Performance Rights previously granted to key employees and consultants under the Company's long term incentive plan.
Financial Position
At 30 June 2015, the Company had cash reserves of $37.3 million (2014: $40.5 million) and no debt, placing the Company in a strong financial position to conduct its current activities and to pursue new business development opportunities.
At 30 June 2015, the Company had net assets of $44.6 million (2014: $49.5 million), a decrease of 9.9% compared with the previous year. This is consistent with and largely attributable to, the current year's net loss after tax (as discussed above).
Business Strategies and Prospects for Future Financial Years
Equatorial's continued strategy is to explore and develop the Group's existing assets in the ROC and to assess new business opportunities in the resources sector which may add shareholder value.
The Consolidated Entity will continue to focus on maximising the value of its projects. In the coming year Equatorial intends to:
Conclude the sale of its Mayoko-Moussondji Project to Midus Global Limited;
Submit a Mining Licence Application for its Badondo Project;
Continue exploration activity at the Badondo Project including planning for a resource-definition drilling program;
Work with regional iron ore companies to create partnerships and cooperation initiatives and to attract development financing for the Congo/Gabon/Cameroon iron ore cluster where the Badondo Project is located;
Review new business opportunities in the resources sector which leverage off the Group's skills, expertise, and existing assets; and
Maintain the Group's strong balance sheet and ensure all expenditure is aligned with the creation of shareholder value.
All of these activities present inherent risk and therefore the Board is unable to provide certainty that any or all of these activities will be able to be achieved. The material business risks faced by the Group that are likely to have an effect on the Group's future prospects, and how the Group manages these risks, include:
OPERATING AND FINANCIAL REVIEW (Continued)Business Strategies and Prospects for Future Financial Years (Continued)
The Company's exploration properties may never be brought into production - The exploration for, and development of, mineral deposits involves a high degree of risk. Few properties which are explored are ultimately developed into producing mines. To mitigate this risk, the Company will undertake systematic and staged exploration and testing programs on its mineral properties and, subject to the results of these exploration programs, the Company will then progressively undertake a number of technical and economic studies with respect to its projects prior to making a decision to mine. However there can be no guarantee that the studies will confirm the technical and economic viability of the Company's mineral properties or that the properties will be successfully brought into production;
Fluctuations in commodity prices - The price of iron ore fluctuates widely and is affected by numerous factors beyond the control of the Company. Future production, if any, from the Company's mineral resource and other mineral properties will be dependent upon the price of iron ore being adequate to make these properties economic. The Company currently does not engage in any hedging or derivative transactions to manage commodity price risk. As the Company's operations change, this policy will be reviewed periodically going forward;
Equity and debt markets are historically highly volatile which may adversely affect the Company's ability to raise finance - the ability to finance a mining project is dependent on the Company's existing financial position, the availability to and cost of project and other debt markets, the availability and cost of leasing and similar finance packages for project infrastructure and mobile equipment, the availability of mezzanine and offtake financing and the ability to access equity markets to raise new capital. There can be no guarantees that when the Company seeks to implement financing strategies to pursue the development of its projects that suitable financing alternatives will be available and at a cost acceptable to the Company;
Global financial conditions may adversely affect the Company's growth and profitability - Many industries, including the mineral resource industry, are impacted by these market conditions. Some of the key impacts of the current financial market turmoil include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity and foreign exchange markets, and a lack of market liquidity. Due to the current nature of the Company's activities, a slowdown in the financial markets or other economic conditions may adversely affect the Company's growth and ability to finance its activities. If these increased levels of volatility and market turmoil continue, the Company's activities could be adversely impacted and the trading price of the Company's shares could be adversely affected;
Sovereign risk - The Company's operations in the Republic of Congo are exposed to various levels of political, economic and other risks and uncertainties. The Republic of Congo is a developing economy which does not have an established mining industry. The Company continues to work closely with the various levels of Government but there can be no assurances that the future political developments in Republic of Congo will not directly impact the Company's operations or its ability to attract funding for its operations;
Regulations - The Company's exploration and any future mining activities are dependent upon the maintenance and renewal from time to time of the appropriate title interests, licences, concessions, leases, claims, permits, environmental decisions, planning consents and other regulatory consents which may be withdrawn or made subject to new limitations. The maintaining or obtaining of renewals or attainment and grant of title interests often depends on the Company being successful in obtaining and maintaining required statutory approvals for its proposed activities. The Company closely monitors the status of its mining permits and licences and works closely with the relevant Government departments in the Republic of Congo to ensure the various licences are maintained and renewed when required. However, there is no assurance that such title interests, licenses, concessions, leases, claims, permits, decisions or consents will not be revoked, significantly altered or not renewed to the detriment of the Company or that the renewals and new applications will be successful; and
Competitor risk - The Company competes with other companies in the Republic of Congo, including companies with proposed mining operations wishing to utilise the same rail and port infrastructure the Company is planning to use for its mining projects. Some of these companies have greater financial resources and political influence than Equatorial and, as a result, may be in a better position to compete with or impede the Company's current or future activities.
The Consolidated Entity's operations are subject to various environmental laws and regulations under the relevant government's legislation. Full compliance with these laws and regulations is regarded as a minimum standard for all operations to achieve.
The Directors are not aware of any non-compliance with environmental laws by the Consolidated Entity.
Significant changes in the state of affairs of the Consolidated Entity during the financial year were as follows:
On 25 November 2014, the Company announced the results of a Pre-Feasibility Study ('PFS'), reported in accordance with the JORC Code, for its Mayoko-Moussondji Iron Project in the southwest of the Republic of Congo ('ROC');
On 25 November 2014, the Company announced that it had signed a Mining Convention Agreement ('Mining Convention') with the ROC Government in relation to its Mayoko-Moussondji Iron Project;
On 3 December 2014, the Company issued 2,260,000 ordinary shares following the conversion of 2,260,000 Performance Rights upon satisfaction of the Feasibility Study Milestone pursuant to the Equatorial Performance Rights Plan; and
On 30 June 2015, Mr John Welborn stepped down as Managing Director and Chief Executive Officer of the Company. Mr Welborn remains as a director of the Company.
On 14 August 2015, the Company announced that it had entered into a conditional agreement with Midus Global Limited (a subsidiary of European commodities trading company, Interalloys Trading Limited), for the sale of its Mayoko-Moussondji Iron Project. The sale of Mayoko-Moussondji will occur by Midus Global Limited acquiring 100% of Equatorial's wholly-owned subsidiary, CML, which is the legal and beneficial owner of Mayoko-Moussondji. The total consideration to be paid by Midus Global Limited to Equatorial to acquire CML will be A$5,000,000 in cash and a royalty equal to 2% of the receipts from sales of all iron ore extracted, produced, or sold from any future mining operations at Mayoko-Moussondji.
Other than as outlined above, at the date of this report, there are no matters or circumstances which have arisen since 30 June 2015 that have significantly affected or may significantly affect:
the operations, in financial years subsequent to 30 June 2015, of the Consolidated Entity;
the results of those operations, in financial years subsequent to 30 June 2015, of the Consolidated Entity; or
the state of affairs, in financial years subsequent to 30 June 2015, of the Consolidated Entity.
SHARE OPTIONS & PERFORMANCE RIGHTSAt the date of this report the following options and performance rights have been issued over unissued Ordinary Shares of the Company:
2,000,000 Incentive Options exercisable on or before 16 December 2015 at an exercise price of $0.46 each;
100,000 Incentive Options exercisable on or before 30 June 2017 at an exercise price of $0.24 each; and
2,305,000 Performance Rights expiring on 31 December 2016 at no exercise price.
During the year ended 30 June 2015, no Ordinary Shares were issued as a result of the exercise of Incentive Options and 2,260,000 Ordinary Shares were issued as a result of the conversion of 2,260,000 Performance Rights.
Subsequent to year end and up until the date of this report, no Ordinary Shares have been issued as a result of the exercise of Incentive Options or the conversion of Performance Rights.
The Constitution of the Company requires the Company, to the extent permitted by law, to indemnify any person who is or has been a director or officer of the Company or Group for any liability caused as such a director or officer and any legal costs incurred by a director or officer in defending an action for any liability caused as such a director or officer.
During or since the end of the financial year, no amounts have been paid by the Company or Group in relation to the above indemnities. During the financial year, the Company paid an annualised insurance premium of $38,341 (2014: $46,880) to provide adequate insurance cover for directors and officers against any potential liability and the associated legal costs of a proceeding.
To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young, as part of the terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified amount). No payment has been made to indemnify Ernst & Young during or since the financial year.
This Remuneration Report, which forms part of the Directors' Report, sets out information about the remuneration of Key Management Personnel ('KMP') of the Group.
Details of the KMP of the Group during or since the end of the financial year are set out below:
Directors
Mr Ian Middlemas Chairman
Mr Mark Pearce Non-Executive Director
Mr John Welborn Non-Executive Director (resigned as Managing Director and Chief Executive Officer effective 30 June 2015) Mr Peter Woodman Non-Executive Director
Other KMP
Mr Greg Swan Company Secretary
Mr Brad Farrington Chief Financial Officer (resigned effective 31 October 2014)
Mr Hugo Schumann Group Executive - Business Development (resigned effective 30 June 2015) Unless otherwise disclosed, the KMP held their position from 1 July 2014 until the date of this report.
Remuneration PolicyThe Group's remuneration policy for its KMP has been developed by the Board taking into account the size of the Group, the size of the management team for the Group, the nature and stage of development of the Group's current operations, and market conditions and comparable salary levels for companies of a similar size and operating in similar sectors.
In addition to considering the above general factors, the Board has also placed emphasis on the following specific issues in determining the remuneration policy for KMP:
the Group is currently focused on undertaking exploration, appraisal and development activities and on identifying and acquiring suitable resource projects;
risks associated with small cap resource companies whilst exploring and developing projects; and
other than profit which may be generated from asset sales, the Company does not expect to be undertaking profitable operations until sometime after the commencement of commercial production on any of its projects.
The Group's remuneration policy is to provide a fixed remuneration component and a performance based component (short term incentive and long term incentive). The Board believes that this remuneration policy is appropriate given the considerations discussed in the section above and is appropriate in aligning executives' objectives with shareholder and business objectives.
Fixed Remuneration
Fixed remuneration consists of base salaries, as well as employer contributions to superannuation funds and other non-cash benefits. Non-cash benefits may include provision of car parking and travel benefits.
Fixed remuneration is reviewed annually by the Board. The process consists of a review of company and individual performance, relevant comparative remuneration externally and internally and, where appropriate, external advice on policies and practices.
Performance Based Remuneration - Short Term Incentive ('STI')
Some executives are entitled to an annual cash bonus upon achieving various key performance indicators ('KPI's'), as set by the Board. Having regard to the current size, nature and opportunities of the Company, the Board has determined that these KPI's will include measures such as:
successful exploration activities (e.g. completion of exploration programs within budgeted timeframes and costs);
successful development activities (e.g. completion of technical studies);
successful corporate activities (e.g. recruitment and management of key personnel and investor relations activities); and
successful business development activities (e.g. corporate transactions and capital raisings).
These measures were chosen as the Board believes these represent the key drivers in the short and medium term success of the projects development. On an annual basis, subsequent to year end, the Board assesses performance against each individual executive's KPI criteria, and considers the position of the Company to be able to award STI cash bonuses.
STI awards for 2015 and 2014 financial years;
In respect to the 2015 financial year, the Board determined that no STI cash bonuses were to be awarded within the Group in acknowledgement of the ongoing difficult economic and commodity price conditions being experienced by the Company with emphasis on retaining the Company's strong cash reserves (2014: nil). The Board did not determine STI awards by reference to changes in the price at which shares in the Company traded between the beginning and end of the current period, however acknowledged that the decline in the Company's share price was closely linked to the difficult market conditions referred to above.
Performance Based Remuneration - Long Term Incentive
The Group has adopted a long-term incentive plan ('LTIP') comprising the 'Equatorial Resources Limited Performance Rights Plan' (the 'Plan') to reward KMP and key staff (including employees and contractors) for long-term performance. Shareholders approved the renewal of the Plan in June 2014.
The Plan provides for the issuance of unlisted performance share rights ('Performance Rights') which, upon satisfaction of the relevant performance conditions attached to the rights, will result in the issue of an Ordinary Share for each Performance Right. Performance Rights are issued for no consideration and no amount is payable upon conversion thereof.
To achieve its corporate objectives the Company needs to attract and retain its key staff, whether employees or contractors. Grants made to eligible participants under the Plans will assist with the Company's employment strategy and will;
enable the Company to recruit, incentivise and retain KMP and other eligible employees and contractors needed to achieve the Company's strategic objectives;
link the reward of eligible participants with the achievements of strategic goals and the long term performance of the Company;
align the financial interests of eligible participants of the Plan with those of Shareholders; and
provide incentives to eligible participants of the Plan to focus on superior performance that creates Shareholder value.
Performance Rights granted under the Plan to eligible participants will be linked to the achievement by the Company of certain performance conditions as determined by the Board from time to time. If a performance condition is not achieved by the expiry date then the Performance Right will lapse.
During the financial year, no Performance Rights were granted to KMP. During the financial year, 1,270,000 Performance Rights previously granted to KMP vested upon satisfaction of the Feasibility Study Milestone (being the announcement of a positive Feasibility Study on the Mayoko-Moussondji Project). At 30 June 2015, KMP held 1,090,000 unvested Performance Rights that will vest upon achievement of the Production Milestone (being announcement of a positive Decision to Mine being made on the Mayoko-Moussondji Project or Production having commenced in respect of the Mayoko-Moussondji Project).
All performance rights automatically vest upon the occurrence of a change in control event, being either when:
a court orders a meeting to be held in relation to a proposed compromise or arrangement for the purposes of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with any other company or companies and the shareholders of the Company approve the proposed compromise or arrangement at such a meeting; or
a takeover bid (as defined in the Corporations Act) is announced, has become unconditional and the person making the takeover bid has a relevant interest in 50% or more of the shares in the Company; or
any person acquires a relevant interest in 50.1% or more shares in the Company by any other means.
In addition, the Group has chosen to provide unlisted incentive options ('Incentive Options') to some KMP as part of their remuneration and incentive arrangements in order to attract and retain their services and to provide an incentive linked to the performance of the Group. The Board's policy is to grant Incentive Options to KMP with exercise prices at or above market share price (at the time of agreement). As such, the Incentive Options granted to KMP are generally only of benefit if the KMP performed to the level whereby the value of the Group increased sufficiently to warrant exercising the Incentive Options granted. During the financial year, no Incentive Options were granted to KMP.
The Company prohibits executives entering into arrangements to limit their exposure to Incentive Options or Performance Rights granted as part of their remuneration package.
The Board's policy is for fees to Non-Executive Directors to be no greater than market rates for comparable companies for time, commitment and responsibilities. Given the size, nature and risks of the Company, Incentive Options and Performance Rights may be also be used to attract and retain Non-Executive Directors. The Board determines payments to the Non-Executive Directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required.
The maximum aggregate amount of fees that can be paid to Non-Executive Directors is subject to approval by shareholders at a General Meeting. Director's fees paid to Non-Executive Directors accrue on a daily basis. Fees for Non-Executive Directors are not linked to the performance of the economic entity. However, to align Directors' interests with shareholder interests, the Directors are encouraged to hold shares in the Company. Given the size, nature and opportunities of the Company, Non-Executive Directors may receive Incentive Options or Performance Rights in order to secure and retain their services.
Fees for the Chairman were set at $55,000 per annum (2014: $55,000) (excluding post-employment benefits) and, effective from 1 October 2014, fees for Non-Executive Directors' were reduced from $30,000 to $20,000 per annum (2014: $30,000) (excluding post- employment benefits). These fees cover main board activities only. Non-Executive Directors may receive additional remuneration for other services provided to the Company, including but not limited to, membership of committees.
No Incentive Options or Performance Rights were granted to Non-Executive Directors during (or subsequently to) the 30 June 2015 financial year.
The Company prohibits Non-Executive Directors entering into arrangements to limit their exposure to Incentive Options granted as part of their remuneration package.
During the Company's exploration and development phases of its business, the Board anticipates that the Company will retain earnings (if any) and other cash resources for the exploration and development of its resource projects. Accordingly the Company does not currently have a policy with respect to the payment of dividends and returns of capital. Therefore there was no relationship between the Board's policy for determining, or in relation to, the nature and amount of remuneration of KMP and dividends paid and returns of capital by the Company during the current and previous four financial years.
The Board did not determine, and in relation to, the nature and amount of remuneration of the KMP by reference to changes in the price at which shares in the Company traded between the beginning and end of the current and the previous four financial years. Discretionary annual cash bonuses are based upon achieving various non-financial key performance indicators as detailed under 'Performance Based Remuneration - Short Term Incentive' and are not based on share price or earnings. However, as noted above, certain KMP have received Incentive Options and Performance Rights which will be of greater value to KMP if the value of the Company's shares increases.
As discussed above, the Company is currently undertaking exploration and development activities, and does not expect to be undertaking profitable operations (other than by way of potential material asset sales) until sometime after the successful commercialisation, production and sales of commodities from one or more of its projects. Accordingly the Board does not consider earnings during the current and previous four financial years when determining, and in relation to, the nature and amount of remuneration of KMP.
Details of the remuneration of each Director and KMP of the Group are as follows:
2015 | Short-term benefits Salary & fees Cash bonus $ $ | Post-employment Other benefits $ $ | Total cash benefits $ | ||
Directors | 55,000 | - | - | 5,225 | 60,225 |
Mr Ian Middlemas | |||||
Mr Mark Pearce | 22,500 | - | - | 2,137 | 24,637 |
Mr John Welborn1 | 400,000 | - | 7,297 | 30,000 | 437,297 |
Mr Peter Woodman | 22,500 | - | - | 2,137 | 24,637 |
Other KMP | |||||
Mr Greg Swan2 | - | - | - | - | - |
Mr Brad Farrington3 | 91,324 | - | - | 13,901 | 105,225 |
Mr Hugo Schumann4 | 94,599 | - | - | - | 94,599 |
Total | 685,923 | - | 7,297 | 53,400 | 746,620 |
2015 | Share-based payments Recognised during the Reversal of prior year year share-based payments $ $ | Total share-based payments $ | Percentage performance related % | |
Directors | - | - | - | - |
Mr Ian Middlemas | ||||
Mr Mark Pearce | - | - | - | - |
Mr John Welborn1 | 290,186 | (800,793) | (510,607) | 39.9 |
Mr Peter Woodman | - | - | - | - |
Other KMP | ||||
Mr Greg Swan2 | 20,435 | (449) | 19,986 | 100.0 |
Mr Brad Farrington3 | 18,912 | (69,767) | (50,855) | 15.2 |
Mr Hugo Schumann4 | 64,035 | (101,596) | (37,561) | 40.4 |
Total | 393,568 | (972,605) | (579,037) | 34.5 |
Notes:
1 Mr Welborn resigned as Managing Director and CEO effective from 30 June 2015. Mr Welborn remains as a director of the Company. During the year, any share based payment expense previously recognised under AASB 2 relating to 1,000,000 Performance Rights held by Mr Welborn, which are subject to satisfaction of the Production Milestone, has been reversed on the basis that it is considered unlikely that the these Performance Rights will ultimately vest.
2 Mr Swan provides services as the Company Secretary through a services agreement with Apollo Group Pty Ltd ('Apollo). During the year, Apollo was paid or is payable
$132,000 for the provision of administration and company secretarial services to the Group. During the year, any share based payment expense previously recognised under AASB 2 relating to 90,000 Performance Rights held by Mr Swan, which are subject to satisfaction of the Production Milestone, has been reversed on the basis that it is considered unlikely that the these Performance Rights will ultimately vest.
3 Mr Farrington resigned effective from 31 October 2014. Upon his resignation, 400,000 Performance Rights held by Mr Farrington, which are subject to satisfaction of the Production Milestone, were forfeited. Any share based payment expense previously recognised under AASB 2 relating to these Performance Rights has been reversed In addition, during the year, any share based payment expense previously recognised under AASB 2 relating to 100,000 Performance Rights held by Mr Farrington, which are subject to satisfaction of the Production Milestone, has been reversed on the basis that it is considered unlikely that the these Performance Rights will ultimately vest.
4 Mr Schumann resigned effective from 30 June 2015. During the year, any share based payment expense previously recognised under AASB 2 relating to 290,000
Performance Rights held by Mr Schumann, which are subject to satisfaction of the Production Milestone, has been reversed on the basis that it is considered unlikely that the these Performance Rights will ultimately vest.
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