For personal use only · ABN 66 140 475 921 Centius Gold Limited Financial Report for the year...
Transcript of For personal use only · ABN 66 140 475 921 Centius Gold Limited Financial Report for the year...
ABN 66 140 475 921
Centius Gold Limited
Financial Report
for the year ended 31 December 2012
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CONTENTS
Directors’ Report..........................................................................................................................1
Auditor’s Independence Declaration ..........................................................................................7
Statement of Comprehensive Income .........................................................................................8
Statement of Financial Position ...................................................................................................9
Statement of Cash Flows........................................................................................................... 10
Statement of Changes in Equity................................................................................................ 11
Notes to the Financial Statements............................................................................................ 12
Directors’ Declaration ............................................................................................................... 27
Independent Audit Report ........................................................................................................ 28
Tenement Schedule .................................................................................................................. 30
Corporate Information.............................................................................................................. 31
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The Directors of Centius Gold Limited (“Centius” or “the Company”) have pleasure in submitting their directors’ report
for the year ended 31 December 2012.
Review of operations
Centius’ projects are located in New South Wales and Queensland, within established mining districts, with adjacent long
standing mines and proven mineral deposits. These districts include several large operating mines – Northparkes, Cadia-
Ridgeway and Cowal.
Centius holds 100% of the following tenements: EL7454 – Spiral, EL7458 – Junee, EL7459 – Temora, EL7460 – Lunatic,
EL7462 – Bobo, EL 7486 – Copeland, EL7589 – Bimbi, EL7590 – Pullabooka, EL7591 – Forbes, EL7592 – Turon, all in the
State of New South Wales (NSW) and EPM18447 – Gympie and EPM 18448 – Croydon in the State of Queensland (Qld).
The Company spent $1,493,262 on exploration and evaluation of mining tenements during the year. Some of the
highlights for the year include:
• The Company completing a significant drilling program at the Homeward Bound Prospect on the Croydon
Project. A total of 848 metres were drilled with the best result being 0.55 metres at 30g/t gold.
• A 20 hole drill program at Mary’s Dream on the Forbes Project was completed – with the best result of 1m at
2.45g/t.
• 10 aircore drill holes were completed at the Bimbi project.
• Geological mapping and soil sampling at the Carters Hill Prospect on the Junee Project defined a low level
anomaly.
• Reassaying of selected intervals on the Dead Horse Prospect on the Turon Project returned the best intervals of
1m at 1.77g/t and 1m at 1.45g/t.
Results of Operations
For the year ended 31 December 2012 Centius recorded an after tax loss of $3,197,805 (2011: loss of $1,153,559).
Significant changes in state of affairs
Shares in the company were issued in April 2012 (6,000,000 shares) and again in June 2012 (10,000,000 shares) which
raised funds of $770,000.
During the year the company expensed exploration and evaluation expenditure carried forward other than in respect of
the Croydon and Lunatic tenements.
Principal activities
The principal activity of the Company during the year was the exploration and evaluation of gold and base metal projects.
No change in the principal activity occurred during this period.
Directors
The Directors in office during the year and as at the date of this report are:
Scott Brown (appointed 1 April 2010)
Robert McLennan (appointed 9 November 2009)
Tiong Chiong Ee (appointed 15 March 2011)
John Robson (appointed 15 March 2011)
Christopher Tan (appointed as an alternative director to John Robson on 15 March 2011)
Chan Min Son (appointed as alternative director to Tiong Chiong Ee on 15 August 2012)
John Slade was removed as a director on 8 October 2012
Scott Brown – Chairman
B Bus (University of Technology Sydney, Australia)
M Com (University of New South Wales, Australia)
Mr Scott Brown has an extensive background in finance and the management of public companies including guiding
numerous companies through the listing process. Scott has held a variety of senior roles in public companies including
Mosaic Oil NL, Objective Corporation Limited, Turnbull & Partners Limited (unlisted public), Allegiance Mining NL, FTR
Holdings Limited and Garratt's Limited. Scott also worked at accounting firms Ernst Young and KPMG. He is member of
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the Institute of Chartered Accountants in Australia and the Petroleum Exploration Society of Australia (PESA). Currently
Scott is a directory of Real Energy Corporation Ltd. Scott is also a member of the Centius audit and remuneration
committees.
Robert McLennan – Director
B Sc (Hons.) (Melbourne University)
M Sc (Melbourne University)
Mr Robert McLennan is a Fellow of the Australasian Institute of Mining and Metallurgy. Robert has worked in the mineral
exploration and mining industry in Australia and internationally for over 40 years for Companies including C.R.A.E.,
M.I.M., Pacific Islands Gold and Dome Mines. Robert co-founded a number of ASX listed companies including Robust
Resources, Augur Resources Ltd, Pacific Islands Gold Ltd, Range Resources Ltd, Dome Mines Ltd, Ark Mines Ltd, Magma
Mines Ltd, Horizon Mines Ltd, Dagon Oil Ltd and Nationwide Metals Ltd.
Mr Tiong Chiong Ee – Director
B Arts (University of Melbourne, Australia)
B Com (University of Melbourne, Australia)
Mr Tiong is the Executive Director of RH Mining Resources Ltd ("RH Mining") since May 2010, and subsequently the Chief
Executive Officer since September 2010. Prior to his appointment at RH Mining, he was the deputy general manager
overseeing the mineral resources business of RH Group's China operations. From June 2004 to June 2007, he was the
commercial director of a RH Group company in Japan and the Russian Federation managing sales, business development,
mergers and acquisitions and fund raising for the timber group in North East Asia. He was an executive director of RH
Petrogas Limited (a listed company in Singapore) from Aug 2009 to Jan 2013. He served as an executive member of the
China National Petroleum Corporation Joint Management Committee of Fuyu 1 Block, the RH Group's first oil and gas
project from February 2008 to September 2010. Tiong is a member of the remuneration committee.
John Robson – Director
B Arts (Econ)(University of Melbourne, Australia)
John Robson is Managing Director of Ivory Capital, an investment advisory firm.
John Robson has 20 years of experience working with investment banks in Europe and Asia. Prior to joining Ivory Capital,
John worked in both debt and equity capital markets with Bankers Trust, Merrill Lynch, Nomura, and JP Morgan.
At Ivory John is focused on capital markets financing transactions for small and mid-cap companies in Asia and Australia.
Prior to Ivory, John was Asia-Pacific Head of Structured Product Sales and Marketing at JP Morgan, he spent 2 years at
Nomura in Hong Kong as Co-head of the Equity Derivative Business, and 12 years at Merrill Lynch in Hong Kong and
London developing the structured investments business for the firm.
John is a member of the audit committee.
Christopher Tan - Alternate Director to John Robson
Christopher Tan is Managing Director of Ivory Capital, an investment advisory firm he founded in 2002.
Prior to Ivory Capital, he was Head of Lehman Brothers’ Investment Banking Group for Singapore and Malaysia (1999 –
2002), and Director of the Southeast Asian Investment Banking Group for Deutsche Morgan Grenfell (1996 – 1999). Over
the past 20 years, he worked on strategic advisory, M&A, corporate restructuring and capital markets financing
transactions in Singapore, Malaysia, Indonesia, the Philippines, Thailand, Hong Kong, China and Taiwan.
Chan Min Son- Alternate Director to Tiong Chiong Ee
BEng (Hons) Civil Engineering (University of Birmingham, UK)
MBA (Universiti Putra Malaysia)
Mr. Chan is the Chief Investment Officer of RH Mining Resources Ltd (“RH Mining”) since April 2011. He has more than 12
years of experience in engineering, management consulting, direct investments and investment banking, including
mergers and acquisitions, initial public offering and project finance. Prior to joining RH Mining, he worked for Macquarie
Group, where his last position was a vice president with Macquarie Investment Advisory (Beijing) Company Limited. Prior
to the role, Mr. Chan was a management consultant with PA Consulting Group, a management and information
technology consulting and technology firm. Before joining PA Consulting Group Mr Chan was a water & waste water
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design engineer with Envitech Sdn Bhd, a member of Salcon Berhad. Mr. Chan is a Fellow of the Financial Services
Institute of Australasia.
Company Secretary
Mr Pip Tang is the Company Secretary. He has over 30 years of experience working in accounting, corporate finance and
company secretarial roles.
Environmental Regulations
The Company is subject to significant environmental regulations under legislation of the Commonwealth of Australia. The
Company aims to ensure that it complies with the identified regulatory requirements in each jurisdiction in which it
operates. There have been no known material breaches of the environmental obligations of the Company’s contracts or
licences.
Dividends
No dividends have been declared in respect of the year ended 31 December 2012 (2011: Nil).
Events subsequent to balance date
The Directors are not aware of any matter or circumstance not otherwise dealt with in the report or in the financial
statements that has significantly or may significantly affect the operations of the Company, the results of those
operations or the state of affairs of the company in subsequent financial years.
Directors' interest
The Directors' beneficial interest in shares and options as at 31 December 2012 are:
Shares Options2
Director
Direct Indirect Total
Scott Brown 4,216,288 2,538,954 6,755,242 250,000
Tiong Chiong Ee - 18,000,000 18,000,000 1,250,000
Robert McLennan1 20,000 17,453,333 17,473,333 6,700,000
John Robson - 750,000 750,000 4,125,000
Christopher Tan - 1,000,000 1,000,000 4,125,000
Total 4,236,288 39,742,287 43,978,575 16,450,000
1. Robert McLennan has 5,000,000 options which are exercisable at 40 cents each and expire on 30 June 2013 and 1,700,000 options which are
exercisable at 25 cents each and expire on 31 December 2013.
2. All remaining options are exercisable at 25 cents each and expire on 31 December 2013, with the exception of 2,000,000 (each) options issued to
Christopher Tan and John Robson which are exercisable at 40c and expire on the 31 December 2013.The options were issued in February 2011
and May 2011 following the annual General Meeting.
Remuneration Report (Audited)
This report details the nature and amount of remuneration for each director of the Company and for the executives
receiving the highest remuneration.
Remuneration policy
The board’s policy for determining the nature and amount of remuneration for board members and senior executives of
the Company is as follows:
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The remuneration policy, setting the terms and conditions for the executive directors and other senior executives, was
developed by the remuneration committee and approved by the board. All executives receive remuneration based on
factors such as length of service and experience. The remuneration committee reviews executive packages annually by
reference to the Company’s performance, executive performance and comparable information from industry sectors and
other listed companies in similar industries. The objective of this policy is to secure and retain the services of suitable
individuals capable of contributing to the consolidated entities strategic objectives.
The board policy is to remunerate non-executive directors at market rates for comparable companies for time,
commitment and responsibilities. The remuneration committee determines payments to the non-executive directors and
reviews their remuneration annually, based on market practice, duties and accountability. The maximum aggregate
amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the Annual General
Meeting.
There were no bonuses paid or proposed to be paid for the year ended 31 December 2012 (2011: Nil). Below is a table
summarising key performance and shareholder wealth indicators for the Company.
Period
Loss after
tax
EPS
Cents
Share Price at year
end
9 November 2009 to 31 December 2010 (295,416) (0.65) $0.200
Year ended 31 December 2011 (1,153,559) (1.53) $0.045
Year ended 31 December 2012 (3,197,805) (3.76) $0.039
Directors’ remuneration
Your directors received the following payments / benefits for services as indicated:
Director Director Other Share option Total
Fees ($) Services ($) benefit ($) Value ($)
For the year ended 31 December 2012
Scott Brown1 42,100 - - 42,100
John Slade2 181,667 - - 181,667
Tiong Chiong Ee4 25,000 - - 25,000
Robert McLennan3 25,000 20,220 - 45,220
John Robson6 25,000 - - 25,000
Total 298,767 20,220 - 318,987
For the period ended 31 December 2011
Scott Brown1 43,600 17,000 7,774 68,374
John Slade2 267,977 - - 267,977
Tiong Chiong Ee5 19,792 - 73,875 93,667
Robert McLennan3 29,521 16,040 52,870 98,431
Lan Nguyen4 17,134 - - 17,134
John Robson6 19,792 - 160,388 180,180
Christopher Tan - - 182,788 182,788
Total 397,816 33,040 477,695 908,551
1. Includes payments made to Connect Capital Pty Ltd (an entity related to Scott Brown) for services and excludes GST charged in addition to the
amounts shown if applicable;
2. Includes payments made to Geophysical Consulting Services (an entity related to John Slade) for services and excludes GST charged in addition to
the amount shown if applicable;
3. Includes payments made to Mineral Exploration Consultants Pty Ltd (an entity related to Robert McLennan) for services and excludes GST
charged in addition to the amount shown if applicable;
4. Includes payments made to Tanvinh Resources (Asia) Pty Ltd (an entity related to Lan Nguyen) for services;
5. Includes payments made to Greenwell Investment Ltd (an entity related to Tiong Chiong Ee) for services;
6. Includes payments made to Excel Group Ltd (an entity related to John Robson) for services;
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Share options
During the year ended 31 December 2012 the company issued the following options to an employee under the Premium
Option Plan on 8 October 2012. The options were forfeited on 31 December 2012 due to the employee failing to meet
continuous period of employment condition and therefore never vested.
1,000,000 options expiring 9 July 2015 at an exercise price of $0.075
1,000,000 options expiring 9 July 2016 at an exercise price of $0.075
4,000,000 options expiring 9 July 2017 at an exercise price of $0.075
4,000,000 options expiring 9 July 2017 at an exercise price of $0.15
Details of the options granted during the previous financial year ended 31 December 2011:
Grant Expiry Number Exercise Stock Days to Term Fair Total
Issued to: Date Date Granted Price Price Expiration Years Volatility Value Fair Value
Comenti
Investments Ltd 24/02/2011 31/12/2013 3,500,000 0.25 0.190 1,041 3 53.00% 0.0591 206,850
Tiong Chiong Ee 25/02/2011 31/12/2013 1,250,000 0.25 0.190 1,040 3 53.00% 0.0591 73,875
John Robson 25/02/2011 31/12/2013 2,125,000 0.25 0.190 1,040 3 53.00% 0.0591 125,588
Christopher Tan 25/02/2011 31/12/2013 2,125,000 0.25 0.190 1,040 3 53.00% 0.0591 125,588
Christopher Tan 25/02/2011 31/12/2013 2,000,000 0.40 0.190 1,040 3 53.00% 0.0286 57,200
Robert McLennan 23/06/2011 31/12/2013 1,700,000 0.25 0.125 922 3 64.00% 0.0311 52,870
Scott Brown 23/06/2011 31/12/2013 250,000 0.25 0.125 922 3 64.00% 0.0311 7,774
John Robson 23/06/2011 31/12/2013 2,000,000 0.40 0.125 922 3 64.00% 0.0174 34,800
Total 14,950,000 684,545
The options have been valued using a binomial option pricing model known as the Cox, Ross and Rubenstein model. All
options granted in 2011 vested at grant date. All options are over unissued ordinary shares.
Employee contracts of senior executives
Mr John Slade was engaged under an employment contract with an annual remuneration of $250,000 plus 9%
superannuation paid monthly in arrears. The contract commenced on 1 July 2011 and was terminated on 8 August 2012.
Mr Peter Williamson, CEO, was engaged under an employment contract commencing from 9 July 2012 with an annual
remuneration of $272,500 (including 9% superannuation). Mr Williamson ceased employment on 31 December 2012.
Directors’ meetings
The number of directors’ meetings and meetings of committees of directors of Centius Gold Limited (including by way of
circular resolution) held during the year ended the 31 December 2012 and the numbers of meetings attended by each
director are as follows:
Director Directors' Audit Committee Remuneration & Nomination
Meetings Meetings Committee Meetings
Eligible Eligible Eligible
to attend Attended to attend Attended to attend Attended
Scott Brown 13 13 1 1 - -
Tiong Chiong Ee 13 4 - - - -
Robert McLennan 13 13 - - - -
John Robson 13 12 1 1 - -
John Slade 10 10 - - - -
Christopher Tan 13 6 - - - -
Chan Min Son 7 6 - - - -
As well as formal Directors meetings, executive and non-executive directors are in frequent communication by
telephone, email and fax.
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Likely developments
The Company will continue to undertake its activities described in this report with major emphasis on early
commercialisation of the Company’s projects. Further information as to likely developments in the operations of the
Company and the expected results of those operations in subsequent years has not been included in this report because,
in the opinion of the Directors, it could prejudice the interests of the Company.
Indemnifying officers and auditor
During the financial period the Company paid premiums to insure all directors and officers of the Company against claims
brought against the individual while performing services for the Company and against expenses relating thereto, other
than conduct involving a wilful breach of duty in relation to the Company.
The amount of insurance premium paid during the period has not been disclosed as it would breach the confidentiality
clause in the insurance policy.
The Company has indemnified directors to the extent possible under the Corporations Law against any liabilities incurred
by the person as an officer of the Company. The Company has not indemnified the auditor.
Non audit services
A related entity of the auditor, Gould Ralph Pty Limited provides share registry services. During the year ended 31
December 2012 the total registry fees were $16,835 (2011: $22,941). The directors are satisfied that the provision of
non-audit services during the year is compatible with the general standard of independence for auditors imposed by the
Corporations Act 2001. The directors are satisfied that the services did not compromise the external auditor’s
independence for the following reasons:
• all non-audit services are reviewed and approved by the board prior to commencement to ensure they do not
adversely affect the integrity and objectivity of the auditor; and
• The nature of the services provided do not compromise the general principles relating to auditor independence
in accordance with APES 110: Code of Ethics for Professional Accountants set by the Accounting Profession and
Ethical Standards Board.
Auditor independence declaration
The auditor’s independence declaration for the year ended 31 December 2012 has been received and a copy is
reproduced on page 7.
Proceedings on behalf of the Company
No person has applied to the Court for leave to bring proceedings on behalf of the Company or intervene in any
proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or
any of those proceedings. The Company was not a party to any such proceedings during the year.
Signed in accordance with a resolution of the Board of Directors.
Dated this 27th day of March 2013
Scott Brown
Chairman
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27 March 2013 The Board of Directors Centius Gold Limited Level 3, Walker Street North Sydney NSW 2060 Dear Members of the Board
AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001
As lead auditor for the audit of Centius Gold Limited for the year ended 31 December 2012, I declare that, to the best of my knowledge and belief, there have been: • No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and • No contraventions of any applicable code of professional conduct in relation to the audit. Yours faithfully GOULD RALPH ASSURANCE Chartered Accountants
GREGORY RALPH, M.Com., F.C.A.
Partner
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CENTIUS GOLD LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2012
Year ended Year ended
Notes 31 Dec 2012 31 Dec 2011
$ $
Revenue from ordinary activities 2 90,449 190,559
Less expenses:
Accounting and secretarial expenses 99,835 60,866
Audit fees 29,933 36,590
Computer and related operating expenses 19,237 12,161
Consulting and exploration fees 49,930 17,692
Depreciation 12,458 741
Director's fees 317,187 202,574
Due diligence costs 39,757 81,989
Exploration and evaluation costs expensed 6 2,186,839 53,926
Finance costs 2 - 411
Financial Advisers 12,669 -
Insurance 44,406 28,557
Legal fees 2,792 6,182
Marketing and public relation expenses 21,680 22,529
Office supplies and printing and stationery 13,733 40,685
Rent & Parking 87,033 52,335
Salaries & other employment costs 299,813 -
Share option expense 11 - 631,675
Share registry costs and ASX fees 28,343 45,723
Travel and accommodation expenses 2,060 29,165
Other expenses from ordinary activities 20,549 20,317
Total Expenses 3,288,254 1,344,118
Loss from continuing operations before income tax (3,197,805) (1,153,559)
Income tax expense 3 - -
Loss from continuing operations after income tax (3,197,805) (1,153,559)
Other comprehensive income for the year - -
Total comprehensive loss for the year (3,197,805) (1,153,559)
Earnings per share
Basic - cents per share 21 (3.76) (1.53)
Diluted - cents per share 21 (3.76) (1.53)
The above statement of comprehensive income should be read in conjunction with the accompanying
notes.
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CENTIUS GOLD LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2012
Year ended Year ended
Note 31 Dec 2012 31 Dec 2011
CURRENT ASSETS $ $
Cash and cash equivalents 4 1,056,356 2,625,290
Trade and other receivables 5 9,179 67,029
Other assets 7 113,562 20,688
TOTAL CURRENT ASSETS 1,179,097 2,713,007
NON-CURRENT ASSETS
Exploration and evaluation assets 6 822,582 1,598,961
Other assets 7 30,000 120,000
Property, plant and equipment 8 28,464 5,978
TOTAL NON-CURRENT ASSETS 881,046 1,724,939
TOTAL ASSETS 2,060,143 4,437,946
CURRENT LIABILITIES
Trade and other payables 9 151,088 80,442
TOTAL CURRENT LIABILITIES 151,088 80,442
TOTAL LIABILITIES 151,088 80,442
NET ASSETS 1,909,055 4,357,504
EQUITY
Contributed equity 10 5,871,290 5,121,934
Share option reserve 11 684,545 684,545
Accumulated losses 12 (4,646,780) (1,448,975)
TOTAL EQUITY 1,909,055 4,357,504
The above statement of financial position should be read in conjunction with the accompanying notes.
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CENTIUS GOLD LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2012
Year ended Year ended
Notes 31 Dec 2012 31 Dec 2011
$ $
CASH FLOW FROM OPERATING ACTIVITIES
Payments to suppliers and employees (959,539) (908,475)
Interest received 90,449 190,559
Interest paid - (411)
Net cash used in Operating Activities 13b (869,090) (718,327)
CASH FLOW FROM INVESTING ACTIVITIES
Payments for environmental bonds - (7,000)
Payments for exploration and evaluation (1,410,460) (1,153,861)
Payments for plant and equipment (38,739) (6,719)
Net cash used in Investing Activities (1,449,199) (1,167,580)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from share issue 770,000 -
Proceeds from investors refunded - (23,000)
Capital raising and listing costs (20,645) (161,028)
Net cash (used in) / provided by financing activities 749,355 (184,028)
Net (decrease) / increase in cash held (1,568,934) (2,069,935)
Cash at beginning of financial year 2,625,290 4,695,225
Cash at end of financial year 13a 1,056,356 2,625,290
The above statement of cash flow should be read in conjunction with the accompanying notes.
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CENTIUS GOLD LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2012
Contributed Share option Accumulated
Equity ($) Reserve ($) Losses ($) Total ($)
Balance at 1 January 2011 5,151,434 - (295,416) 4,856,018
Loss for the year - - (1,153,559) (1,153,559)
Share based payments expense - 684,545 - 684,545
Share issue costs (29,500) - - (29,500)
Balance at 31 December 2011 5,121,934 684,545 (1,448,975) 4,357,504
Balance at 1 January 2012 5,121,934 684,545 (1,448,975) 4,357,504
Loss for the year - - (3,197,805) (3,197,805)
Issue of shares 770,000 - - 770,000
Share based payments expense - - - -
Share issue costs (20,645) - - (20,645)
Balance at 31 December 2012 5,871,289 684,545 (4,646,779) 1,909,055
The above statement of changes in equity should be read in conjunction with the accompanying notes.
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Notes to the Financial Statements for the year ended 31 December 2012
Centius Gold Limited ABN 66 140 475 921
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NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
This general purpose financial report has been prepared in accordance with the requirements of the Corporations Act
2001 and Australian Accounting Standards.
The financial report is for the entity Centius Gold Limited as an individual entity. Centius Gold Limited is a company
limited by shares incorporated and domiciled in Australia.
The principal activity of the Company during the year was the exploration for gold and other mineral deposits.
The financial statements have been approved by the board on the date of signing.
The following is a summary of the material accounting policies adopted by the Company in the preparation of the
financial report. The accounting policies have been consistently applied, unless otherwise stated.
A. Basis of accounting
The financial statements are general purpose financial statements that have been prepared in accordance with
Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) and
the Corporations Act 2001.
The financial statements of the Company comply with International Financial Reporting Standards (IFRS) as issued by
the International Accounting Standards Board (‘IASB’).
The financial report has been expressed in Australian Dollars ($A) which is the functional currency of the entity.
B. Going Concern
The Company incurred a loss after tax of $3,197,805 for the year ended 31 December 2012, including expensing
$2,186,839 of capitalised exploration expenditure. Net cash used in operating activities during the year was $869,090.
Whilst the company had $1,000,000 cash at March 2013 and anticipates a decreased spend during the forthcoming
year to March 2014, the continued operation of the company beyond that period is inherently dependent upon raising
further capital to fund exploration.
These matters give rise to an uncertainty that may cast doubt upon the Company's ability to continue as a going
concern.
The directors have prepared cash flow projections to March 2014 that support the ability of the company to continue
as a going concern. These cash flow projections assume net proceeds from share issues of $500,000 to maintain the
company's resources.
In the event that the Company is unable to raise further funds, it may not be able to continue exploration activities
past March 2014 or realise its assets and extinguish its liabilities in the ordinary course of operations and at the
amounts stated in the financial statements.
No adjustments have been made to the recoverability and classification of recorded asset values and the amount and
classification of liabilities that might be necessary should the company not continue as a going concern.
C. Income tax
The charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or
disallowed items. It is calculated using tax rates that have been enacted or are substantively enacted at the reporting
date.
Deferred tax is accounted for using the statement of financial position method in respect of temporary differences
arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No
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Notes to the Financial Statements for the year ended 31 December 2012
Centius Gold Limited ABN 66 140 475 921
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deferred income tax will be recognised from the initial recognition of an asset or liability where there is no effect on
accounting or taxable profit or loss.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability
is settled. Deferred tax is credited in the statement of comprehensive income except where it relates to items that may
be credited directly to equity, in which case the deferred tax is adjusted directly against equity.
Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available
against which deductible temporary differences can be utilised.
The amount of benefits brought to account or which may be realised in the future is based on the assumption that no
adverse change will occur in income taxation legislation and the anticipation that the Company will derive sufficient
future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed
by the law.
D. Financial instruments
Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks and other short term highly liquid
investments with original maturities of three months or less.
Payables
Payables represent liabilities for goods and services provided to the Company prior to the end of the financial year
which are unpaid. The amounts are unsecured and are generally settled between 7 days and 30 days terms.
E. Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is
not recoverable from the Australian Taxation Office. In these circumstances, the GST is recognised as part of the cost
of acquisition of the asset or as part of the item of the expense. Receivables and payables in the statement of financial
position are shown inclusive of GST.
Cash flows are presented in the statement of cash flows on a net basis.
F. Exploration and evaluation expenditure
Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These
costs are only carried forward to the extent that they are expected to be recouped through the successful
development of the area or where activities in the area have not yet reached a stage that permits reasonable
assessment of the existence of economically recoverable reserves.
Once an area of interest enters a development phase, historical capitalised exploration expenditure is transferred to
capitalised development expenditure. Accumulated costs in relation to an abandoned area are written off in the
statement of comprehensive income in the year in which the decision to abandon the area is made.
When production commences, the accumulated costs for the relevant area of interest are amortised over the life of
the area according to the rate of depletion of the economically recoverable reserves. A regular review is undertaken of
each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of
interest. Expenditure relating to pre-exploration activities is written-off to the statement of comprehensive income
during the period in which the expenditure is incurred.
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Notes to the Financial Statements for the year ended 31 December 2012
Centius Gold Limited ABN 66 140 475 921
Page 14
G. Critical accounting estimates and judgments
The Directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge
and best available current information. Estimates assume a reasonable expectation of future events and are based on
current trends and economic data, obtained both externally and within the Company.
i) Exploration and evaluation expenditure
During the year end 31 December 2012 the Company capitalised exploration and evaluation expenditure of $1,410,460
(2011: $1,106,343) on the basis that the Company believes that the tenements that the Company owns are
prospective for commercial quantities of mineral reserves.
ii) Share based payments
The company measures the cost of equity-settled transactions with employees by reference to the fair value of the
equity instruments at the date at which they are granted. The fair value is determined using a binomial model. The
related assumptions are detailed in note 11. The accounting estimates and assumptions relating to equity-settled
share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual
reporting period but may impact expenses and equity. The company measures the cost of cash-settled share-based
payments at fair value at the grant date using the Cox, Ross and Rubinstein valuation methodology, taking into
account the terms and conditions upon which the instruments were granted.
H. Interest income
Interest revenue is recognised using the effective interest rate method taking into account rates applicable to the
financial assets.
I. Foreign currency transactions and balances
Foreign currency transactions during the year are converted to Australian currency at the rates of exchange applicable
at the dates of the transactions. Amounts receivable and payable in foreign currencies at the balance date are
converted at the rates of exchange ruling at that date.
The gains and losses from conversion of short-term assets and liabilities, whether realised or unrealised, are included
in the statement of comprehensive income as they arise.
J. Contributed equity
Ordinary shares are classified as equity.
Fully paid ordinary shares carry one vote per share and carry the right to dividends.
Incremental costs directly attributable to the issue of new shares or options are shown in the equity as a deduction net
of tax, from the proceeds.
K. Property, plant and equipment
Computer equipment and furniture and fittings are stated at cost less accumulated depreciation and any accumulated
impairment losses.
Depreciation
Items of office equipment have limited lives and are depreciated on a straight line basis over their estimated useful
lives.
Depreciation rates and methods are reviewed annually for appropriateness. When changes are made, adjustments are
reflected prospectively in current and future periods only. Depreciation is expensed to the statement of
comprehensive income.
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Notes to the Financial Statements for the year ended 31 December 2012
Centius Gold Limited ABN 66 140 475 921
Page 15
Computer equipment is depreciated at the rate of 33% per annum.
Furniture and fittings are depreciated at the rate of 5% per annum.
De-recognition and disposal
An item of computer equipment, or furniture and fittings, is derecognised upon disposal or when no further future
economic benefits are expected from its use or disposal.
Any gain or loss on de-recognition of the asset (calculated as the difference between net disposal proceeds and the
carrying amount of the asset) is included in statement of comprehensive income in the year the asset is de-recognised.
L. New Accounting Standards and Interpretations not yet mandatory or early adopted
The following standards and amendments were available for early adoption but have not been applied by the
Company in these financial statements. The Company does not anticipate early adoption of any of the following
reporting requirements and does not expect these requirements to have any material effect on the Company’s
financial statements.
AASB amendment Outline of amendment Operative
Date*
AASB 9
Financial Instruments
Simplifies the classifications of financial assets into two categories:
• Those carried at amortised cost; and
• Those carried at fair value.
Simplifies requirements related to embed derivatives that exist in
financial assets that are carried at amortised cost, such that there is
no longer a requirement to account for the embedded derivative
separately.
Removes the tainting rules associated with held-to-maturity assets.
Investments in equity instruments that are not held for trade can be
designated at fair value through other comprehensive income, with
only dividends being recognised in profit and loss.
Investments in unquoted equity instruments (and contracts on those
investments that must be settled by delivery of the unquoted equity
instrument) must be measured at fair value. However, in limited
circumstances, cost may be an appropriate estimate of fair value.
1 Jan 2013
AASB 13
Fair Value Measurement
(a) defines fair value;
(b) sets out in a single IFRS framework for measuring fair value;
and
(c) requires disclosures about fair value measurements.
Fair value is defined as:
“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 (i.e. an exit price)”
1 Jan 2013
AASB 2010-2 This Standard gives effect to Australian Accounting Standards –
Reduced Disclosure Requirements. AASB 1053 provides further
information regarding the differential reporting framework and the
two tiers of reporting requirements for preparing general purpose
financial statements.
1 July 2013 For
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Notes to the Financial Statements for the year ended 31 December 2012
Centius Gold Limited ABN 66 140 475 921
Page 16
AASB amendment Outline of amendment Operative
Date*
AASB 2010-7 The Standard makes numerous amendments to Australian Accounting
Standards and Interpretations listed above as a result of the
amendments to AASB 9.
1 Jan 2013
AASB 2010-10 The amendments to AASB 2009-11 will only affect early adopters of
AASB 2009-11 (and AASB 9 Financial Instruments as issued in
December 2009) as it has been superseded by AASB 2010-7 for
annual reporting periods beginning on or after 1 January 2013.
1 Jan 2013
AASB 2011-2 AASB 1054 contains the Australian-specific disclosures that are in
addition to International Financial Reporting Standards. AASB 2011-1
contains the related amendments to other Australian Accounting
Standards. For example, some of the disclosure requirements
previously in paragraphs Aus15.1-Aus15.3 and other paragraphs of
AASB 101 are now included in AASB 1054 instead.
This Standard makes amendments to AASB 1054 to introduce reduced
disclosure requirements to that Standard for entities preparing
general purpose financial statements under Australian Accounting
Standards – Reduced Disclosure Requirements. These reflect the
reduced disclosure requirements originally specified in AASB 2010-2
for AASB 101 disclosures that are now in AASB 1054.
1 July 2013
AASB 2011-4 This Standard makes amendments to Australian Accounting Standard
AASB 124 Related Party Disclosures.
These amendments arise from a decision of the AASB to remove the
individual key management personnel (KMP) disclosures from AASB 124
on the basis they:
• are not part of International Financial Reporting Standards
(IFRSs), which include requirements to disclose aggregate (rather than
individual) amounts of KMP compensation;
• are not included in New Zealand accounting standards and,
accordingly, their removal is consistent with meeting the 2010 Outcome
Proposal of the Australian and New Zealand governments that for-profit
entities are able to use a single set of accounting standards and prepare
only one set of financial statements;
• are considered by the AASB to be more in the nature of
governance disclosures that are better dealt with as part of the
Corporations Act 2001;
• were originally included in AASB 124 when fewer similar
disclosure requirements were included in the Corporations Act and, in
many respects, relate to similar disclosure requirements currently in that
Act and therefore detract from the clarity of the requirements applying
in this area; and
• could be considered (during the transition period for this
Amending Standard) for inclusion in the Corporations Act or other
legislation to the extent they presently go beyond the requirements in
legislation and are considered appropriate in light of government policy.
1 July 2013
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Notes to the Financial Statements for the year ended 31 December 2012
Centius Gold Limited ABN 66 140 475 921
Page 17
AASB amendment Outline of amendment Operative
Date*
AASB2011-9 Amendments to Australian Accounting Standards – Presentation of
Other Comprehensive Income.
The main change arising from this Standard is the requirement for
entities to group items presented in other comprehensive income (OCI)
on the basis of whether they are potentially reclassifiable to profit or
loss subsequently.
This Standard effects presentation only and is therefore not expected to
significantly impact the company.
1 July 2012
AASB 2012-2 Amendments to Australian Accounting Standards - Disclosures -
Offsetting Financial Assets and Liabilities .
AASB 2012-2 principally amends AASB 7 Financial Instruments:
Disclosures to require entities to include information that will enable
users of their financial statements to evaluate the effect or potential
effect of netting arrangements, including rights to set-off associated
with the entities recognised financial assets and recognised liabilities, on
the entity's financial position.
1 Jan 2013
AASB 2012-3 Amendments to Australian Accounting Standards - Offsetting Financial
Assets and Financial Liabilities.
This standard adds application guidance to AASB 132: Financial
Instruments: Presentation to address the potential inconsistencies
identified in applying some of the offsetting criteria of AASB 132,
including clarifying the meaning of "currently has a legal enforceable
right to set-off" and that some gross settlement systems may be
considered equivalent to net settlement.
1 Jan 2014
AASB 2012-5 Amendments to Australian Accounting Standards arising from Annual
Improvements 2009-2011 Cycle.
This standard amends a number of Australian Accounting Standards as
a consequence of the issuance of Annual Improvements to IFRSs 2009-
2011 Cycle by the International Accounting Standards Board, including:
- AASB 101: Presentation of Financial Statements and AASB 134:
Interim Financial Reporting to clarify the requirements for presenting
comparative information.
- AASB 116: Property, Plant & Equipment to clarify the accounting
treatment of spare parts, stand-by and servicing equipment.
- AASB 134 to facilitate consistency between the measure of total
assets and liabilities an entity reports for its segments in its interim and
annual financial statements.
1 Jan 2013
*Annual reporting periods beginning on or after
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Notes to the Financial Statements for the year ended 31 December 2012
Centius Gold Limited ABN 66 140 475 921
Page 18
Year ended Year ended
31 Dec 2012 31 Dec 2011
$ $
NOTE 2: LOSS BEFORE INCOME TAX EXPENSE
Loss before income tax expense has been determined after:
a) Income
- Bank interest 90,449 190,559
b) Expenses
- Bank interest - 411
- Share option expense - 631,675
c) Directors fees capitalised to deferred exploration
expenditure - 228,282
NOTE 3: INCOME TAX EXPENSE
(a) The prima facie tax benefit on loss before income tax is reconciled to the income tax expense as follows:
Prima facie income tax credit on loss at 30% (959,342) (346,068)
Add:
Tax effect of:
- Share based payments expense - 189,503
- Share issue costs (53,543) (48,308)
- Exploration and Evaluation costs expensed 656,052 -
- Tax losses not recognized 356,833 204,873
Income tax expense - -
(b) Deferred income tax
Deferred tax liabilities comprise:
Exploration and prospecting expenditure 194,914 463,827
Share issue costs (71,874) (95,550)
Accruals (20,394) (4,500)
Tax losses brought to account (102,646) (363,777)
Deferred tax liability - -
Deferred tax assets not brought to account (gross):
Tax losses 557,651 388,336
Temporary difference - -
The tax losses and deductible temporary differences do not expire under current tax legislation. Deferred tax assets
have not been recognised in respect of these items because it is not yet probable that future taxable profit will be
available against which the Company can utilise the benefits.
NOTE 4: CASH AND CASH EQUIVALENTS
Cash at bank 149,980 625,290
Term deposit maturing on 4 March 2013 906,376 2,000,000
Total 1,056,356 2,625,290
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Notes to the Financial Statements for the year ended 31 December 2012
Centius Gold Limited ABN 66 140 475 921
Page 19
Year ended Year ended
31 Dec 2012 31 Dec 2011
$ $
NOTE 5: TRADE AND OTHER RECEIVABLES
2,726 60,576
Rental deposit on premises 6,453 6,453
Total 9,179 67,029
NOTE 6: EXPLORATION AND EVALUATION ASSETS - NON CURRENT
Opening balance 1,598,961 492,618
Capitalised during the year - refer also Note 2(c) 1,410,460 1,160,269
Expensed during year (2,186,839) (53,926)
Closing Balance 822,582 1,598,961
The ultimate recoupment of costs carried forward for exploration and evaluation expenditure is dependent on the
successful development and commercial exploitation or sale of the respective areas. The Company reviews annually
the carrying value of the capitalised exploration and evaluation expenditure, and will capitalise the expenditure if it
considers the area of interest to be prospective. Should the particular area of interest no longer be considered
prospective then the company will make a provision in the accounts for the carrying value of the project.
The list of tenements in which the company has an interest is disclosed on page 33.
NOTE 7: OTHER ASSETS
Current
Prepaid insurances and rent 23,562 20,688
Environmental bond deposits (Tenements to be relinquished) 90,000 -
Total Current 113,562 20,688
Non-current
Environmental bond deposits 30,000 120,000
Total Non-Current 30,000 120,000
Total Other Assets 143,562 140,688
NOTE 8: PLANT AND EQUIPMENT
Equipment – at cost 41,663 6,719
Accumulated depreciation (13,199) (741)
Total Plant and Equipment 28,464 5,978
Movements during the year:
Plant and equipment
Cost
Opening Balance 6,719 -
Additions during the year 38,280 6,719
Disposals during the year (3,336) -
Closing Cost 41,663 6,719
Depreciation
Opening balance (741) -
Charge during the year (12,458) (741)
Closing depreciation (13,199 (741)
Net Book Value 28,464 5,978
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Notes to the Financial Statements for the year ended 31 December 2012
Centius Gold Limited ABN 66 140 475 921
Page 20
Year ended Year ended
31 Dec 2012 31 Dec 2011
$ $
NOTE 9: TRADE AND OTHER PAYABLES
Trade creditors 37,643 1,650
Accruals 20,059 77,110
Sundry payables 93,386 1,682
Total trade and other payables 151,088 80,442
NOTE 10: CONTRIBUTED EQUITY
Issued capital comprises 91,205,999 Ordinary shares, fully paid
(31 December 2011: 75,205,999)
Number on
Issue
Number on
Issue
(a) Ordinary Shares Number
Balance at the beginning of the year 75,205,999 75,205,999
Share issued during the year
Shares issued to Investor 20 April 2012 6,000,000 -
Shares issued to Investor 4 June 2012 10,000,000 -
-
Balance at the end of the financial year 91,205,999 75,205,999
Value ($) Value ($)
(b) Ordinary Shares Value
Balance at the beginning of the year 5,121,934 5,151,434
Share issued during the year
Shares issued to Investor 20 April 2012 270,000 -
Shares issued to Investor 4 June 2012 500,000 -
-
Share issue costs (20,645) (29,500)
Balance at the end of the financial year 5,871,289 5,121,934
NOTE 11: SHARE OPTION RESERVE
During the year ended 31 December 2012 the company issued the following options to an employee under the
Premium Option Plan on 8 October 2012. The options were forfeited on 31 December 2012 due to the employee
failing to meet continuous period of employment condition:
1,000,000 options expiring 9 July 2015 at an exercise price of $0.075
1,000,000 options expiring 9 July 2016 at an exercise price of $0.075
4,000,000 options expiring 9 July 2017 at an exercise price of $0.075
4,000,000 options expiring 9 July 2017 at an exercise price of $0.15
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Notes to the Financial Statements for the year ended 31 December 2012
Centius Gold Limited ABN 66 140 475 921
Page 21
Details of the options granted during the financial year end 31 December 2011 are as follows:
Grant Expire Number Exercise Stock Days to Term Fair Total
Issued to: Date Date Granted Price Price Expiration In Years Volatility Value Fair Value
Comenti
Investments Ltd 24/02/2011 31/12/2013 3,500,000 0.25 0.190 1041 3 53.00% 0.0591 206,850
Tiong Chiong Ee 25/02/2011 31/12/2013 1,250,000 0.25 0.190 1040 3 53.00% 0.0591 73,875
John Robson 25/02/2011 31/12/2013 2,125,000 0.25 0.190 1040 3 53.00% 0.0591 125,588
Christopher Tan 25/02/2011 31/12/2013 2,125,000 0.25 0.190 1040 3 53.00% 0.0591 125,588
Christopher Tan 25/02/2011 31/12/2013 2,000,000 0.40 0.190 1040 3 53.00% 0.0286 57,200
Robert McLennan 23/06/2011 31/12/2013 1,700,000 0.25 0.125 922 3 64.00% 0.0311 52,870
Scott Brown 23/06/2011 31/12/2013 250,000 0.25 0.125 922 3 64.00% 0.0311 7,774
John Robson 23/06/2011 31/12/2013 2,000,000 0.40 0.125 922 3 64.00% 0.0174 34,800
Total 14,950,000 684,545
The options have been valued using a binomial option pricing model known as the Cox, Ross and Rubenstein model.
The volatility has been calculated using historical share prices over a period commensurate to that of the option term.
All options vested immediately at grant date.
Year ended Year ended
31 Dec 2012 31 Dec 2011
$ $
NOTE 12: ACCUMULATED LOSSES
Accumulated losses at the beginning of the financial year (1,448,975) (295,416)
Net loss attributable to members of the entity (3,197,805) (1,153,559)
Accumulated losses at the end of the financial year (4,646,780) (1,448,975)
NOTE 13: CASH FLOW INFORMATION
(a) Reconciliation of cash
Cash at the end of the financial period as shown in the Statement of Cash Flows
is reconciled to the related items in the statement of financial position
Cash at bank 149,980 625,290
Term deposit 906,376 2,000,000
Total 1,056,356 2,625,290
(b) Reconciliation of cash flow from operations with loss from
ordinary activities after income tax
Loss from ordinary activities after income tax (3,197,805) (1,153,559)
Adjustment for non-cash items
- depreciation 12,458 741
- provisions 20,054 -
- impairment 2,186,839 -
- disposals 3,336 -
- share option expense - 631,675
Add: Changes in working capital
(Increase) in trade and other receivables, other assets 3,306 (65,257)
(Decrease) / Increase in trade and other payables 102,721 (131,927)
Cash outflow from operations (869,091) (718,327)
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Notes to the Financial Statements for the year ended 31 December 2012
Centius Gold Limited ABN 66 140 475 921
Page 22
Year ended Year ended
31 Dec 2012 31 Dec 2011
$ $
NOTE 14: AUDITORS REMUNERATION
Auditing or reviewing the financial reports 29,933 36,590
Other Services - share registry expense 16,835 22,941
Total 42,678 59,531
NOTE 15: SEGMENT INFORMATION
Primary reporting - business segments
The company operates wholly within the gold and minerals exploration industry.
Secondary reporting - geographic reporting
The company operates wholly within Australia.
NOTE 16: KEY MANAGEMENT PERSONNEL DISCLOSURES
Directors Position
Scott Brown Chairman – Non-executive
Tiong Chiong Ee Director - Non-executive
Robert McLennan Director - Non-executive
John Robson Director - Non-executive
John Slade Managing Director - removed on 8 October 2012
Christopher Tan Alternate Director to John Robson
Chan Min Son Alternate Director to Tiong Chiong Ee
Directors Interests as at 31 December 2012
Shareholding Direct Indirect Options
Scott Brown 4,216,288 2,538,954 250,000
Tiong Chiong Ee - 18,000,000 1,250,000
Robert McLennan 20,000 17,453,333 6,700,000
John Robson - 750,000 4,125,000
Christopher Tan - 1,000,000 4,125,000
Total 4,236,288 39,742,287 16,450,000
Transactions with directors
Transactions with key management personnel are conducted at arms-length and in the ordinary course of business.
The company has paid fees to entities related to the directors for services. These are disclosed in full in the
remuneration report contained within the Director’s Report.
Year ended Year ended
31 Dec 2012 31 Dec 2011
$ $
NOTE 17: RELATED PARTY TRANSACTIONS
Rent received from Ark Mines Limited 9,160 9,660
Ark Mines Limited (a director related entity) rents a portion of the offices rented by the Company for $1,610 a month
payable monthly in arrears which commenced in July 2011. This transaction is considered an arms length transaction
carried out on commercial terms and conditions. The agreement was terminated in June 2012.
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Notes to the Financial Statements for the year ended 31 December 2012
Centius Gold Limited ABN 66 140 475 921
Page 23
NOTE 18: COMMITMENTS AND CONTINGENCIES
a) Commitments
The Company is required to meet minimum committed expenditure requirements to maintain current rights of
tenure to exploration licences. These obligations may be subject to re-negotiation, may be farmed-out or may be
relinquished and have not been provided for in the statement of financial position. A summary of aggregate
commitments is as follows:
Year ended Year ended
31 Dec 2012 31 Dec 2011
$ $
Within 1 year 390,000 920,000
More than 1 year but not later than two years 50,000 350,500
Total 440,000 1,270,500
Operating Expenditure Commitment (Administration premises)
Not later than one year 93,579 82,269
Later than one year but not later than two years 23,395 102,836
116,974 185,105
Total commitments 556,974 1,455,605
b) Contingent assets and liabilities
Contingent liabilities
During October 2010 the company has received a demand from a third party claiming fees in relation to fund raising in
conjunction with the company’s IPO. The claim is for a total of $254,400 and 12,700,000 options to subscribe for
shares in the company at $0.25 cents each. The company will vigorously defend this matter and the directors believe
the claim is without merit. The company has provided an amount of $50,000 in the financial statements as at 31
December 2012 in relation to this matter.
Contingent assets
No contingent assets exist as at the date of this report.
NOTE 19: FINANCIAL RISK MANAGEMENT
The Company's financial instruments consist mainly of deposits with banks, accounts receivable and payable.
Exposure to interest rate risk, commodity price risk and liquidity risk arises in the normal course of the business. The
Company’s overall financial risk management strategy is to seek to ensure that the Company is able to fund its
business plans. The Company does not have derivative financial instruments as at 31 December 2012.
The Company uses various measures dependent on the types of risk to which it is exposed. These methods include
cash flow at risk analysis in the case of interest rate and foreign exchange risk. Financial risk management is carried
Directors. The Directors provide written principles for overall risk management.
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Notes to the Financial Statements for the year ended 31 December 2012
Centius Gold Limited ABN 66 140 475 921
Page 24
The below table summarises interest rate receivable or payable for the Company:
Note
Current
Interest
Rate %
Floating
interest rate
Amount
Non
Interest
Bearing
Total
2012 $ $ $
Financial assets
Cash and cash equivalents 4 4.10% 1,056,356 - 1,056,356
Trade and other receivables 5 - 9,180 9,180
Other financial assets 7 - 143,562 143,562
Financial liabilities
Trade and other payables 9 - 151,088 151,088
2011
Financial assets
Cash and cash equivalents 4 5.83% 2,625,290 - 2,625,290
Trade and other receivables 5 - 67,029 67,029
Other financial assets 7 - 140,688 140,688
Financial liabilities
Trade and other payables 9 - 80,442 80,442
(a) Credit risk
Credit risk refers to the risk that a counter-part will default on its contractual obligations resulting in financial loss to
the Company.
The Company’s credit risk exposure is limited to cash, cash equivalents and trade receivables. Management have
reduced this risk by depositing cash with financial institutions with a credit rating of AA or higher. Trade receivables
which include GST refundable by the Australian Taxation Office are similarly rated AA.
b) Interest rate risk
The Company’s main interest rate risk arises from interest earnings on its surplus cash. The Company is exposed to
interest rate risk to the extent its interest earnings may fluctuate. Below is a table of impact of a 1% movement in the
interest rate on the funds invested when all other variables are held constant.
(b) Interest rate risk
The Company’s main interest rate risk arises from interest earnings on its surplus cash. The Company is exposed to
interest rate risk to the extent its interest earnings may fluctuate. Below is a table of impact of a 1% movement in the
interest rate on the funds invested when all other variables are held constant.
Year ended Year ended
31 Dec 2012 31 Dec 2011
Potential impact on post-tax loss: $ $
Interest rate -1% (10,563) (26,252)
Interest rate +1% 10,563 26,252
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Notes to the Financial Statements for the year ended 31 December 2012
Centius Gold Limited ABN 66 140 475 921
Page 25
(c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of
funding to meet ongoing operational requirements, exploration expenditure, and small to medium sized opportunistic
projects and investments, by keeping surplus cash available.
The company’s objective is to safeguard its ability to continue as a going concern and to maintain a conservative
capital structure so that management can focus on running its core business together with being an attractive
company for shareholders and potential investors.
The Company will consider the most appropriate use of debt and equity to maximise its returns while maintaining a
low risk capital structure.
(d) Fair values
The financial assets and liabilities of the Company are recognised in the statement of financial position at their fair
value in accordance with the accounting policies in note 1.
The following summarises the significant methods and assumptions used in estimating the fair values of financial
instruments:
Trade and other receivables
The carrying value less impairment provision of trade receivables is a reasonable approximation of their fair values due
to the short term nature of trade receivables.
Financial liabilities
Fair value is calculated based on the present value of future principal and interest flows, discounted at the market rate
of interest at the report date.
NOTE 20: EVENTS AFTER BALANCE SHEET DATE
No matters or circumstances have arisen since the end of the financial year which significantly affected or may
significantly affect the operations of the Company, the results of those operations, or the state of affairs of the
Company in future financial years.
NOTE 21: EARNINGS PER SHARE
Number
Ordinary share number 2012 financial year Number Weighted Average
Balance at beginning of year 75,205,999 75,205,999
Shares issued during the year
20/4/2012 6,000,000 4,191,781
4/6/2012 10,000,000 5,753,425
Balance at end of year 91,205,999 85,151,204
Ordinary share number 2011 financial year
Balance at beginning of year 75,205,999 75,205,999
Shares issued during the year - -
Balance at end of year 75,205,999 75,205,999
2012 2011
Total comprehensive (loss) for the year (3,197,805) (1,153,559)
Earnings per share
Basic - cents per share (3.76) (1.53)
Diluted - cents per share (3.76) (1.53)
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CENTIUS GOLD LIMITED
Notes to the Financial Statements for the year ended 31 December 2012
Centius Gold Limited ABN 66 140 475 921
Page 26
NOTE 22: COMPANY DETAILS
The registered office of the Company is:
Centius Gold Limited
Level 3, 32 Walker Street
North Sydney
NSW 2060
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CENTIUS GOLD LIMITED
Notes to the Financial Statements for the year ended 31 December 2012
Centius Gold Limited ABN 66 140 475 921
Page 27
Directors' Declaration
The directors of Centius Gold Limited declare that:
1. The financial statements and notes, as set out on pages 8 to 26 are in accordance with the
Corporations Act 2001, and:
(i) give a true and fair view of the financial position as at 31 December 2012 and the
performance for the year ended on that date of the company; and
(ii) comply with Australian Accounting Standards and the Corporations Regulations
2001; and
(iii) The financial statements also comply with International Financial Reporting
Standards as disclosed in Note 1.
2. This declaration has been made after receiving declarations from the Chief Executive
Officer and the Chief Financial Officer in compliance with section 295A of the Corporations
Act 2001 for the financial year ended 31 December 2012.
3. In the directors opinion there are reasonable grounds to believe that the company will be
able to pay its debts as and when they become due and payable.
This declaration is made in accordance with a resolution of the Board of Directors.
Scott Brown
Chairman
Sydney, dated this 27th day of March 2013
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TENEMENT SCHEDULE
Centius Gold Limited ABN 66 140 475 921
Page 28
INDEPENDENT AUDIT REPORT TO THE MEMBERS OF CENTIUS GOLD LIMITED Report on the financial statements
We have audited the accompanying financial statements of Centius Gold Limited which comprises the statement of financial position as at 31 December 2012, and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year ended on that date, a summary of significant accounting policies, other explanatory notes to the financial statements and the directors' declaration of the company. Directors’ responsibility for the financial statements The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal controls as the directors determine are necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards. Auditors’ responsibility Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements. Our audit did not involve an analysis of the prudence of business decisions made by directors or management. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Matters Relating to Electronic Publication of the Audited Financial Report This audit report relates to the financial report of Centius Gold Limited for the year ended 31 December 2012 included on the website of Centius Gold Limited. The directors of the company are responsible for the integrity of the website and we have not been engaged to report on this integrity. This audit report refers only to the subject matter described above. It does not provide an opinion on any other information which may have been hyperlinked to or from the financial report. If users of the financial report are concerned with the inherent risk arising from publication on a website, they are advised to refer to the hard copy of the audited financial report to confirm the information contained in the website version of the financial report.
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CENTIUS GOLD LIMITED
Notes to the Financial Statements for the year ended 31 December 2012
Centius Gold Limited ABN 66 140 475 921
Page 29
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We have given to the directors of the company a written Auditor’s Independence Declaration, a copy of which is included in the directors’ report. In addition to our audit of the financial statements we were engaged to undertake services disclosed in the notes to the financial statements. The provision of these services has not impaired our independence.
Auditors’ opinion
In our opinion: 1. the financial statements of Centius Gold Limited is in accordance with: (a) the Corporations Act 2001, including:
(i) giving a true and fair view of the entity’s financial position as at 31 December 2012 and of its performance for the year ended on that date; and
(ii) Complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001.
2. The financial statements also comply with International Financial Reporting Standards as disclosed
in Note 1. Emphasis of Matter
Without modifying our conclusion expressed above, we draw attention to note 1B Going Concern in the financial statements, which identifies that the company had a loss of $3,197,805 and net cash used in operations of $869,090 during the year ended 31 December 2012. These conditions, together with other matters set forth in Note 1B indicates the existence of uncertainty that may cast doubt about the Company's ability to continue as a going concern and whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial statements.
Report on the Remuneration Report
We have audited the Remuneration Report included on pages 3 to 4 of the directors' report for the year ended 31 December 2012. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Auditor’s Opinion on The Remuneration Report In our opinion the Remuneration Report of Centius Gold Limited for the year ended 31 December 2012, complies with section 300A of the Corporations Act 2001. GOULD RALPH ASSURANCE Chartered Accountants
GREGORY RALPH, M.Com, FCA Partner Sydney Dated 27 March 2013
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CENTIUS GOLD LIMITED
Notes to the Financial Statements for the year ended 31 December 2012
Centius Gold Limited ABN 66 140 475 921
Page 30
Licence Licence State / Area ML Date
Name Number Territory (Units) Ref Expires
Spiral – Bethungra
7454 NSW 26 16/02/2014
Junee
7458 NSW 31 26/02/2014
Lunatic
7460 NSW 31 1/03/2014
Bobo
7462 NSW 34 4/03/2014
Copeland
7486 NSW 34 24/03/2014
Bimbi – Berendebba
7589 NSW 74 4/08/2012
(a)
Pullabooka
7590 NSW 99 4/08/2012
(a)
Forbes
7591 NSW 90 4/08/2012
(a)
Turon
7592 NSW 97 4/08/2012
(a)
Gympie
18447 QLD 15 14/04/2014
Croydon
18448 QLD 18 18/04/2013
(b)
Croydon Goldfield
Extended (Application) 19739 QLD 6
Homeward Bound
(Application Withdrawn) 30229
Dittmer
(Offer rejected) 14255 QLD 10340/1
Cascade
(Application Withdrawn) 4388 NSW 17
La-De-Da
(Application Withdrawn) 19340 QLD 50
Temora
(Relinquished) 7459 NSW 4 26/02/2012
(a) Two year renewal lodged to 2014
(b) One year renewal lodged to 2014
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CORPORATE INFORMATION
Centius Gold Limited ABN 66 140 475 921
ABN 66 140 475 921
Directors Scott Brown
Tiong Chiong Ee
Robert McLennan
John Robson
Christopher Tan (Alternate to John Robson)
Chan Min Son (Alternate to Tiong Chiong Ee)
Company Secretary Pipvide Tang
Corporate Office Level 3, 32 Walker Street
North Sydney NSW 2060
Telephone +61 2 8958 2226
Facsimile +61 2 9954 6408
Registered Office Level 3, 32 Walker Street
North Sydney NSW 2060
Telephone +61 2 8958 2226
Facsimile +61 2 9954 6408
Auditors Gould Ralph Assurance
Chartered Accountants
Level 42, Suncorp Place
259 George Street
SYDNEY NSW 2000
Legal Advisor Websters Solicitors & Barristers, Notaries
Level 11
37 Bligh Street
SYDNEY NSW 2000
Share Registry
Gould Ralph Pty Limited
Level 42, Suncorp Place
259 George Street
SYDNEY NSW 2000
Telephone +61 2 9032 3000
Facsimile +61 2 9032 3088
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