2012
ANNUAL REPORT CORPORATE DIRECTORY 2012 CORPORATE DIRECTORY 2012 Exchange Limited underthetrading code KAS. The Companyislisted ontheAustralian Securities Web: www.kasbahresources.com E-mail: [email protected] Facsimile: +61894636652 Telephone: +61894636651 South Perth WA 6151 Unit 3,77MillPoint Road Principal Registered Office inAustralia Date: Friday 23November 2012 Time: 10.30am 20 Labouchere Road,SouthPerth Perth Zoo Rothschilds Function Room Limited willbeheldat: The AnnualGeneral MeetingofKasbahResources Trevor O’Connor Ian McCubbing(Non-executive Director) Gary Davison(Non-executive Director) Robert Weinberg (Non-executive Director) Rod Marston (Non-executive Director) Wayne Bramwell (ManagingDirector) Michael Spratt (Non-executive Chairman) STOCK EXCHANGE LISTING IN AUSTRALIA PRINCIPAL REGISTERED OFFICE GENERAL MEETING NOTICE OF ANNUAL COMPANY SECRETARIES DIRECTORS
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CONTENTS PAGE 1. 2 3 32 33 34 35 36 37 62 63 65 14 28 CONTENTS ANNUAL REPORT 2012 REPORT ANNUAL Independent Auditor’s Report Independent Auditor’s ASX Additional Information Directors’ Declaration Declaration Directors’ Notes to the Consolidated Financial Statements Financial Statements the Consolidated to Notes Consolidated Statement of Cash Flows of Cash Flows Statement Consolidated Consolidated Statement of Financial Position Position of Financial Statement Consolidated in Equity of Changes Statement Consolidated Consolidated Statement of Comprehensive Income Income of Comprehensive Statement Consolidated Auditors’ Independence Declaration Declaration Independence Auditors’ Corporate Governance Statement Statement Governance Corporate Operations Report Operations Report Directors’ Letter Chairman’s CHAIRMAN’S LETTER PAGE 2. listing in2007hasbeen“to grow Kasbahinto anew The core corporate strategy for theCompanysince its Dear Shareholders, Drilling commenced inSeptember 2012. atBLJ ore source for a future processing facility at Achmmach. attractive shallow tin target that could provide another of highgrade outcropping tinat surface makes an BLJ approximately 15kmfrom Achmmachandtheprevalence private interests during2012.Thisproject islocated the Bou ElJajTinProject was acquired (“BLJ”) from strategy it must grow. Consistent withthisstrategy For Kasbahto deliver against the broader company Achmmach TinProject to thebroader tinsector. tin trading houseunderlinestheimportance ofthe development plansfor AchmmachbyAsia’s premier tin market. Third partyendorsement oftheCompany’s Toyota Tsusho trades approximately 8%oftheworld understated. The value of a strategic partner ofthiscalibre cannot be Achmmach TinProject. Understanding withKasbahto acquire aninterest inthe Corporation (“Toyota Tsusho”) signed aMemorandum of March 2012,theJapanesetrading houseToyota Tsusho recognised bysignificant tinsector participants.In The inherent value ofthisasset continues to be Achmmach isauniqueandvaluable asset. final quarter ofthe2013 calendar year. study (“DFS”) whichisscheduled for completion inthe approve thecommencement of the definitive feasibility provided theBoard ofKasbahwiththeconfidence to confidence inthe technical viabilityoftheproject. This (“PFS”) completed inMay2012andhelpedto build resource upgrade underpinnedthepre-feasibility study size ofthemineral resource atAchmmach.Thismineral team delivered asubstantial increase intheestimated In March 2012theExploration andResource Development towards realising thisobjective atAchmmach. markets, your company hasmademajoradvances softening commodity prices andweak capital Against a backdrop of global economic uncertainty, generation producer of high qualitytinconcentrates”. CHAIRMAN’S LETTER “Hard rock tinopportunities are exceptionally rare.” of thisqualityandscale phase ofevaluation. track to advance Achmmachthrough themost critical and adedicated team inMorocco, Kasbahisnow on With astrong cash position,aqualitystrategic partner to $28,500,000(at31July 2012). Toyota Tsusho hasseenKasbah’s cash reserves swell and theinjectionof$16,000,000into theCompanyby previously issued to key cornerstone shareholders calendar year. During2012,theconversion ofoptions capital markets since the third quarter of the 2010 Kasbah hasnotbeenobligedto return to the Capital isthelifeblood ofjuniorcompanies and Chairman Michael Spratt into anindustry leading, new generation tinproducer. their continued support of our efforts to grow Kasbah my sincere appreciation to allofourshareholders for Project andtheCompany. Iwould alsolike to express and dedication to theadvancement oftheAchmmach members oftheKasbahstaff for theirvaluable efforts our ManagingDirector, Wayne Bramwell andall I wishto thankmyfellow Directors, andinparticular deliver against itscorporate strategy. looking forward theCompanyiswell positionedto and corporate momentumcontinues to grow and has achieved inthepast 12months.Kasbah’s technical All ofourinvestors can beproud ofwhattheCompany milestone for theCompany.” the next critical technical such, theAchmmachDFS is project development and as financing, followed byfull sets thestage for project “A Board accepted DFS OPERATIONS REPORT PAGE 3.
Leverage our exploration and development expertise expertise and development our exploration Leverage potential. with growth tin assets high margin Target Grow the Company into a new generation producer of of producer generation new a into Company the Grow high quality tin concentrates; opportunities; and tin production new into
Our commodity is tin. is tin. Our commodity is to: strategy corporate Kasbah’s Kasbah Resources Limited (“Kasbah”) (“Kasbah”) Limited Kasbah Resources exploration mineral listed is an Australian Company. and development OPERATIONS REPORT PAGE 4. the following critical milestones duringtheyear: Kasbah continues to advance itscorporate strategy systematically andhasachieved ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ HIGHLIGHTS
Finance Corporation (“IFC”) andTraxys LP (“DFS”) for theAchmmachTinProject the AchmmachTinProject the MeknesTrend 135,000 tonnes ofcontained tin)includedIndicated andInferred resources from Achmmach TinProject. Thenew resource of14.6milliontonnes at0.9%Sn(for interest intheAchmmachTinProject with majortintrading houseToyota Tsusho to enable thelatter to acquire a20% purchase TinProspect theBouElJaj(“BLJ”) inMorocco Kasbah’s wholly owned Moroccan subsidiary Benkhadra approved theassignment of100%theAchmmachTinProject to during theyear 30 June2012 On 12March 2012,theCompanysignedaMemorandum ofUnderstanding (“MOU”) On 5December 2011,theCompanyannounced ithadsignedanagreement to On 5August 2011,theMoroccan Minister for Energy andMines,MadameAmina Two diamonddrillingcontractors active atAchmmachwithupto 5rigsoperational A record At 30June2012theCompany hadcash reserves of $7.5M received from 25c option conversion by African Lion 3 Fund, International Kasbah Board approved thecommencement ofthedefinitive feasibility study On 31 May 2012 the Company released a positive pre-feasibility study (“PFS”) for On 19March 2012,Kasbahannounced anew mineral resource estimate for the 29,539m ofdiamonddrillingachieved for the12monthperiod ending $18.6M
OPERATIONS REPORT PAGE 5.
Figure 1 Figure Achmmach Tin Project (Meknes and Sidi Addi Trends depicted) (Meknes and Sidi Addi Trends
(100% Kasbah – Toyota Tsusho earning in) Tsusho (100% Kasbah – Toyota ACHMMACH TIN PROJECT ACHMMACH OPERATIONS REPORT OPERATIONS study, pre-feasibility study, definitive feasibility study and ultimately full project commitment. full project study and ultimately feasibility definitive study, pre-feasibility study, the market. to a PFS delivered successfully During the 2011/2012 period the Company aggregate area of approximately 32 square kilometres. kilometres. 32 square of approximately area aggregate the and increase expand upgrade, has been to in 2007 and the objective operations site Kasbah commenced scoping through the project by additional diamond drilling, then advance resource the Achmmach in confidence et de Participations Minières (“BRPM”), in 1985 and is located on the western edge of the El Hajeb province in in edge of the El Hajeb province on the western (“BRPM”), in 1985 and is located Minières et de Participations Rabat and 40km south capital Moroccan of the 140km southeast is approximately The project Northern Morocco. an cover that 193172) No PE and 2912 No (PE Permits Exploitation two of consists and Meknes of southwest 1. Recherches des Bureau the agency, government the Moroccan by discovered was Tin Project Achmmach The OPERATIONS REPORT PAGE 6. 1.1 0.5% Sn. tin) includedIndicated andInferred resources from theMeknes Trend andwascompleted atacut-offgrade of released on19March 2012.Thisnew resource of 14.6milliontonnes at0.9%Sn(for 135,000 tonnes ofcontained The increase in momentum at the Achmmach Tin Project resulted in a new mineral resource estimate being utilisation oftwo diamonddrillingcontractors employing five rigsbetween them. This result represents a 119% increase over that achieved in the 2010/2011 period and was achieved by the systematically through thecritical stages ofevaluation to complete adefinitive feasibility study. The Exploration andResource Development program aimsto explore andadvance theAchmmachTinProject Achmmach Exploration andResource Development Program “During 2011/2012theCompanyachieved arecord of29,539m of diamonddrillinginto theMeknesTrend atAchmmach.” Diamond DrillingatAchmmach –Metres Drilled perFinancialYear Figure 2
OPERATIONS REPORT PAGE 7. 42 93 135
Contained Tin (k tonnes) Contained 0.8 1.0 0.9 Sn %
Table 1 Table (March 2012 - @ 0.5% Sn cut off) 2012 - @ 0.5% Sn cut (March 5.3 9.3 14.6 M Tonnes Mineral Resource Estimate - Achmmach Tin Project (Meknes Trend) - Achmmach Tin Project Estimate Resource Mineral *Note that the figures in Table 1 have been rounded appropriately, in compliance with JORC. in compliance appropriately, 1 have been rounded Table in the figures that *Note Total Total Inferred Inferred Category Indicated Messrs Bolger and McKeown consent to the inclusion in this report of the matters based on information provided by by provided on information based the matters of the inclusion in this report to consent Bolger and McKeown Messrs in which it appears. and context them and in the form Edition of the “Australasian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves” (JORC and Ore Reporting Results, Mineral Code for Exploration Resources the “Australasian Edition of in the form on his information based the matters of the inclusion in this report to consents Code). Michael McKeown in which it appears. and context McKeown who is a Fellow of the Australasian Institute of Mining and Metallurgy. Michael McKeown is employed by by is employed Michael McKeown Mining and Metallurgy. the Australasian of of Institute who is a Fellow McKeown deposit mineralisation and type of of the style to which is relevant and he has sufficient Mining One Pty Ltd experience in the 2004 as defined the activity he is undertaking Person to qualify and to under consideration as a Competent Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Bolger consents to the inclusion in this in this inclusion the Reserves”.to consents Bolger Mr Ore and Mineral Results, Reporting Exploration Resources of in which it appears. and context in the form based on this information the matters of report Michael V. by compiled is based on information Mineral to Resources which relates in this report The information Institute of Mining and Metallurgy. Mr Bolger is a full-time employee of Kasbah Resources Limited and has sufficient and has sufficient Limited Kasbah Resources of Mr Bolger is a full-time employee Mining and Metallurgy. of Institute the activity and to deposit under consideration mineralisation and type of of the style to is relevant which experience Code for the “Australasian in the 2004 Edition of as defined Person which he is undertaking qualify to as a Competent Competent Persons Statements Persons Competent the Australasian of Mr Chris Bolger, a Member by compiled based on information is in this report The information OPERATIONS REPORT PAGE 8. This program willprovide thebasisfor theDFS thatisplannedfor completion duringthelast quarter of2013. z z z z The plannedprogram atAchmmachfor the2012/2013periodconsists ofthefollowing: z z z z Completing 20m x 20m sections within the original Meknes Zone for input into the DFS mine design process. Preparing arevised resource statement duringQuarter 12013;and Completion of40mxsections for thewhole oftheMeknesTrend (to 3300mE); Extensional drillingoftheMeknesTrend to theeast; the AchmmachTinProject to now beingthelargest, “The March 2012resource estimate haspropelled undeveloped hard rock tinproject intheworld.” (Companies withCodeCompliantResources) Tin Resource Comparator Figure 3
OPERATIONS REPORT PAGE 9. communities.” “The EIA complied with the earlier terms of reference set for the set for of reference with the earlier terms “The EIA complied provide significant economic and social benefits to the surrounding to the surrounding and social benefits economic significant provide assessment and concluded that development of the Achmmach project of the Achmmach project that development and concluded assessment would have no lasting detrimental effect on the project area and would and would area on the project effect detrimental no lasting have would Project Development Program Development Project Environmental Impact Assessment (“EIA”) Impact Assessment Environmental Community Engagement Site Projects Site z z z Kasbah has submitted the EIA report to the Department of the Environment within the Moroccan Ministry of of Ministry within the Moroccan the Department of the Environment to the EIA report Kasbah has submitted 3 2012. during Quarter approval for and Environment Water Mines, Energy, Environmental specialists Sogreah of Groupe Artelia of France delivered the Achmmach Environmental Impact Impact Environmental the Achmmach delivered of France Artelia of Groupe Sogreah specialists Environmental 2 2012. Management Plan during Quarter and Environmental Assessment period as drilling activity accelerated. z Kasbah maintained community contact throughout the period through regular meetings with local government government meetings with local regular the period through throughout contact community Kasbah maintained communes provide These and Sebt Jajouh. Ait Ouikhalfen communes of Ras Jerry, the representing officials during the significantly the number of which increased project, the Achmmach to employees of the local most industrial waste from the project. Disposal of waste to on-site landfill ceased during Quarter 4 2011. ceased during Quarter landfill on-site to Disposal of waste the project. from waste industrial z The increase in drilling activity at Achmmach saw the completion of site development projects during the year. during the year. projects development of site drilling activity at Achmmach saw the completion in The increase and drill self-sufficient in potable making the operation within PE2912 bores water four These included establishing and both domestic remove to disposal contractor waste licensed also engaged a local supplies. The operation water The 2011/2012 Project Development Program covered the following activities and delivered the following critical critical the following activities and delivered the following covered Program Development The 2011/2012 Project milestones: z for higher level design within the key areas of mining, processing and surface infrastructure. This is a systematic This is a systematic infrastructure. surface and of mining, processing areas design within the key higher level for study. feasibility to a definitive as input data high confidence provides ultimately that process Company advanced the Achmmach Tin Project from scoping study level evaluation through to pre-feasibility study study pre-feasibility to through evaluation level study scoping from the Achmmach Tin Project Company advanced level. is available as further data stages at each of these increases estimates cost capital and in the operating Confidence 1.2 and Resource the Exploration defined by estimate resource builds on the mineral Program Development The Project During 2011/2012 the evaluation. and financial a technical into the resource and incorporates team Development OPERATIONS REPORT PAGE 10. 2 ConsensusEconomics Inc.16April2012 1 LME3monthsellers to 29May2012 The Companydelivered apositive PFS to themarket on31March 2012. z The PFS financial summaryisdepicted inthe following table: z z z result thatcontained thefollowing key elements: regime inMorocco and completed thefinancialanalysis ofthe project. TheAchmmachPFS returned apositive management andenvironmental consultants. Kasbahcontributed commentary ontheregulatory andfiscal The study wasprepared byKasbahandcontained technical inputfrom resource, process engineering,tailings Cash surplus,US$M US$/tonne ore treated Operating Margin IRR, % NPV z z z z project development cost ofUS$167M(includesallsurface infrastructure). highly competitive minegate costs; and a 1Mtpaunderground operation; PFS EngineeringCost Study 10 , US$M Parameter “Kasbah willprogress adefinitive feasibility study duringthe 2012/2013 periodwithdelivery targeted for Quarter 42013.”
Achmmach TinProject –FinancialSummaryandTinPrice Sensitivity $20,095 29/5/12 19.6 16.7 Spot 130 36
Table 2
Base Case Average $21,961 90-day 29.2 23.8 194 LME TinPrice 79 (US$/tonne) (1)
Analyst Consensus Forecast 2013 $24,407 41.8 32.4 277 134 (2)
OPERATIONS REPORT PAGE 11.
Figure 4 Figure Bou El Jaj Project Location Bou El Jaj Project “There is strong high grade tin mineralisation at surface.” tin mineralisation high grade is strong “There Bou El Jaj Exploration and Resource Development Program Development and Resource Bou El Jaj Exploration (100% Kasbah) BOU EL JAJ TIN PROJECT TIN BOU EL JAJ In September 2012 Kasbah commenced drilling within the prospective 3.5km of mineralised strike with the with the strike 3.5km of mineralised drilling within the prospective 2012 Kasbah commenced In September facility at Achmmach. to a processing could be trucked that resource mineable of defining a shallow, objective 2.1 Achmmach Tin Project. Achmmach Tin Project. On 5 December 2011 Kasbah announced that it had signed an agreement to acquire the Bou El Jaj (“BLJ”) Tin acquire to that it had signed an agreement announced 2011 Kasbah On 5 December the 15km from that is approximately target BLJ tin is a significant in Morocco. interests private from Prospect 2. during the period. the Bou El Jaj Tin Prospect plans, Kasbah acquired growth with the Company’s Consistent OPERATIONS REPORT PAGE 12. 3. Fund 3andTraxys LP). conversion of25coptionsfrom three significant shareholders (International Finance Corporation, African Lion Alongside receiving thefirst three staged paymentsfrom Toyota Tsusho theCompany received $7,500,000through z Moroccan subsidiary. On 7March 2012theCompanyannounced ithadcompleted thetransfer oftheBouElJajTinProspect to Kasbah’s in Morocco. constitutes BLJ two highly prospective exploration permitswithin15kmoftheAchmmachTinProject. On 5December 2011the Companyannounced ithadsignedanagreement to purchase 100% oftheBouElJajTinProspect z was received from theMinistry, completing thetransfer andregistration process. wholly owned Moroccan subsidiary. On15May2012thefinal registration ofthetransfer ofPE2912and193172 Madame AminaBenkhadra, hadapproved theassignment of100%theAchmmachTinProject to Kasbah’s On 5 August 2011, Kasbah announced that the Moroccan Minister for Energy, Mines, Water and Environment, z Key corporate milestones achieved duringthe2011/2012periodincluded; the corporate strategy over thenext twelve months. Kasbah hasnotreturned to theequitycapital markets since October 2010andisinastrong position to advance significant development andfundingriskfrom theCompany. strong supportfrom existing majorshareholders andanew strategic jointventure withToyota Tsusho hasremoved Kasbah has been very active corporately during the period with key risks removed from the Company. Most importantly 4. Achmmach anddivestment options continue to beassessed. No exploration work wasundertaken duringtheyear asallresources were focused onresource development at z z z Option Conversions Acquisition ofBouElJajTinProspect 100% Ownership ofAchmmachTinProject CORPORATE TAMLALT GOLDDEPOSIT (100% Kasbah) “...strong supportfrom existing major shareholders andanew strategic joint venture withToyota Tsusho hasremoved significant development and fundingriskfrom theCompany.” OPERATIONS REPORT PAGE 13. FINANCIAL RESOURCES MOU signed with Toyota Tsusho Toyota MOU signed with (20% - Toyota Tsusho’s Nominal Project %) x DFS NPV; or NPV; or %) x DFS Nominal Project Tsusho’s (20% - Toyota NPV – A$15,000,000. 20% of DFS A$15,000,000 - on near term project milestones; and and milestones; project A$15,000,000 - on near term study (“DFS”) feasibility of the definitive - within 90 days of completion A Final Payment A$1,000,000 - on signing the MOU (non-refundable); z z z z received in interest. received Tsusho. Toyota from received 2012 a further $11.0 million (“T2”) was In addition, at the end of July $18.6 million as compared to $21.9 million at 30 June 2011. to $18.6 million as compared from received offset by the $7.6 million were year the 2011/2012 financial activities for operational Effectively million $1.1 Tsusho and Toyota from received million $5.0 shareholders, by 3 significant options of exercise the 5. being 2012 June 30 at cash with constant relatively remained Company the of position cash the year the During of $4,000,000 for total payments of $5,000,000. The third staged payment (“T2”) of $11,000,000 was received as as received was $11,000,000 of (“T2”) payment staged third The $5,000,000. of payments total for $4,000,000 of 2012. planned on 31 July b) payment (“T1”) payment (“T0”) of $1,000,000 and the second first had made the Tsusho As of 30 June 2012 Toyota The Final Payment will be calculated as the lesser of either: as the lesser will be calculated The Final Payment a) z z z the premier tin trading house in Asia and trades approximately 8% of the entire world wide tin market. wide world 8% of the entire approximately house in Asia and trades tin trading the premier staged following the making by 20% interest earn option to has the Tsusho MOU, Toyota of the Under the terms payments: milestone On 12 March 2012 the Company announced it had signed a Memorandum of Understanding (“MOU”) with Toyota Tsusho Tsusho (“MOU”) with Toyota of Understanding it had signed a Memorandum the Company announced 2012 On 12 March is Tsusho Toyota in the Achmmach Tin Project. an interest acquire to the latter enable to Tsusho”) (“Toyota Corporation z DIRECTORS REPORT PAGE 14. of KasbahResources Limited andtheentitiesitcontrolled attheendof,orduring,year ended30June2012. Your Directors present theirreport ontheconsolidated entity(referred to hereafter asthe“Group”) consisting z z z milestone payments: Under theterms oftheMOU,Toyota Tsusho hastheoptionto earna20%interest bymakingthefollowing staged Tsusho Corporation (“Toyota Tsusho”) to enable thelatter to acquire aninterest intheAchmmach TinProject. On 12March 2012theCompanyannounced ithadsignedaMemorandum ofUnderstanding (“MOU”)withToyota Details ofthechangesincontributed equity are disclosed innote 13to thefinancial statements. options granted to investors and granted to employees undertheKasbahResources Employee OptionPlan. Contributed equityincreased by$7,637,500(from $48,838,722to $56,476,222)astheresult oftheexercise of SIGNIFICANT CHANGESINTHESTATE OFAFFAIRS A fullreview oftheoperations issetoutintheOperations Reportonpages3-13. REVIEW OFOPERATIONS No dividendwaspaidorrecommended duringtheyear. DIVIDENDS –KASBAHRESOURCESLIMITED evaluation oftinprojects inMorocco, NorthAfrica. The principalactivityoftheGroup duringthe year wasexploration for tin.Thishasinvolved exploration and PRINCIPAL ACTIVITIES z z z z z z to thedate ofthisreport: The following persons were Directors ofKasbahResources Limited duringthewhole ofthefinancial year andup DIRECTORS DIRECTORS’ REPORT z z z z z z z z z A FinalPayment -within90daysofcompletion ofthedefinitive feasibility study (“DFS”). A$15,000,000 -onnearterm project milestones; and A$1,000,000 -onsigningtheMOU(non-refundable); Robert Weinberg Ian McCubbing Gary Davison Rod Marston Michael Spratt Wayne Bramwell DIRECTORS REPORT PAGE 15.
(20% - Toyota Tsusho’s Nominal Project %) x DFS NPV; or NPV; or %) x DFS Project Nominal Tsusho’s (20% - Toyota – A$15,000,000. NPV 20% of DFS Michael is the Chairman of the Remuneration Committee and is also a member of the Audit Committee. Committee Michael is the Chairman of the Remuneration Michael has not held any other public company directorships in the last three years. three in the last directorships Michael has not held any other public company Michael is currently a Non-executive Director of Galaxy Resources Limited and Non-executive Director of Hong of Hong Director and Non-executive Limited of Galaxy Resources Director a Non-executive Michael is currently a Michael is also still Holdings Limited. Nam International Wah listed exchange stock Kong and Australian as Brockman exchange stock on the Australian listed was previously which Mining Limited of Brockman Director Holdings Limited. Nam International subsidiary of Wah owned a wholly but is now Limited Resources (Australia’s only silicon smelter), Operations Director of Minproc (now AMEC-Minproc) and Executive Vice- Executive and AMEC-Minproc) (now of Minproc Director Operations smelter), silicon only (Australia’s Pty Ltd. of Kaiser Engineers Director and Operations President and Refining Company Limited one of the largest tin smelters and refiners in the world. in the refiners and tin smelters one of the largest and Refining Company Limited companies related of resource positions with a variety management has held senior general Michael Previously of Simcoa Managing Director Project, Ore Iron of the Robe River Manager of Operations including General and construction both in Australia and overseas. Michael was appointed as a Director of the Company on of the Company on as a Director Michael was appointed overseas. and both in Australia and construction 2010. Chairman on 30 November 2010 and was appointed 2 August Smelting of Thailand years, seven almost for with Kasbah, he was the Managing Director commencing Prior to Independent Non-executive Chairman Non-executive Independent smelting, engineering processing, in mining, mineral of experience with 49 years’ Michael is a Metallurgist INFORMATION ON DIRECTORS INFORMATION MAIME FAICD, BSc (Hons), FAUSIMM, Mr David Michael Spratt RESULT $11,335,286). of loss (2011: year was $13,568,080 the financial for tax income after loss The consolidated The Group is not aware of any matter that requires disclosure regarding any significant environmental regulation regulation environmental any significant regarding disclosure that requires of any matter aware is not The Group activities. operating of its in respect Act 2007 which requires entities to report annual greenhouse gas emissions and energy use. Due to the location the location Due to use. and energy gas emissions annual greenhouse report entities to Act 2007 which requires requirements, reporting no current are that there assessed have the Directors in Morocco projects of the Group’s but this may change in the future. by the various regulatory authorities, particularly those relating to ground disturbance and protection of rare and and of rare and protection disturbance ground to relating those authorities, particularly regulatory by the various to the date requirements environmental complied with all material has fauna. The Group and flora endangered Reporting and Energy with the National Greenhouse compliance considered have Directors The of this report. ENVIRONMENTAL REGULATION ENVIRONMENTAL it upon imposed regulations environmental to adheres Group the activities exploration normal its of course the In LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS RESULTS EXPECTED AND DEVELOPMENTS LIKELY for properties new seek Achmmach and on the DFS advance its properties, on explore to continue will The Group and evaluation. exploration On 30 July 2012, $11,000,000 was received from Toyota Tsusho under the terms of the MOU signed in March 2012. 2012. MOU signed in March of the under the terms Tsusho Toyota from 2012, $11,000,000 was received On 30 July as a result of the payments to date. of the payments to as a result END OF THE FINANCIAL YEAR THE TO SUBSEQUENT MATTERS b) was this of ($11,000,000 $16,000,000 totalling payments made have Tsusho Toyota MOU, the of signing the Since is 18.8% interest project nominal Tsusho’s due. Toyota still Final Payment the only 2012), with on 30 July received The Final Payment will be calculated as the lesser of either: the lesser as will be calculated Payment The Final a) DIRECTORS REPORT PAGE 16. Damang GoldMineinGhana,West Africa. Rodwasappointed aDirector oftheCompanyon15November 2006. and internationally. Heplayed akey role inthediscovery, development andmanagementofthemulti-millionounce Rod isaGeologist withover 35years’ experience inthemineral exploration andminingindustry, bothinAustralia Independent Non-executive Director Dr Rodney Marston Bsc(Hons),Ph.D.,MAIG,MSEG Wayne hasnotheldanyotherpubliccompany directorships inthelast three years. was appointed aDirector oftheCompanyon31October 2005. Limited andseveral Australian engineeringcompanies. Wayne isaco-founder ofKasbahResources Limited and with IberianResources Limited, Breakaway Resources Limited, HarmonyGold(Australia) PtyLimited, Hill50 evaluation andmanagement. Hehasheldseniorcommercial, project managementanddevelopment positions Wayne is a Metallurgist and Mineral Economist with over 21 years’ experience in operations, engineering, project Managing Director Mr Wayne Bramwell BSc(Mineral Science), Grad DipBus,MSC(Mineral Economics) Gary isnotamemberofany of theBoard sub-committees. Gary hasnotheldanyotherpubliccompany directorships inthelast three years. wide patents to a number of commercially available ground support systems used in mines throughout the world. Engineering Miningfrom theRoyal MelbourneInstitute ofTechnology. Garyhasinvented andholdstheworld also holdsaMasters Degree inMineral and Energy Economics from MacquarieUniversity andaDiploma in mine managementpositionsthroughout Australia inbothunderground andsurface miningoperations. He planning andasUnderground Manager. Hehasextensive international miningexperience andhasheldsenior Gary beganhiscareer attheRenisonTinMineinTasmania where heworked for nineyears inmineoperations, arm ofIndependence Group NL. consultancy MiningOnePtyLimited andwas afounding director ofLightning Nickel PtyLtd,thenickel operating Gary isaMiningEngineerwith35years’ ofexperience andistheManagingDirector ofAustralian mining Independent Non-executive Director Mr GaryDavisonDipMinEng.,MSc(MEE) Robert isnotamemberofanytheBoard sub-committees. Robert wasappointed aDirector oftheCompanyon15November 2006. on AIM,aswell asofMedusaMiningLtdlisted ontheASXandLSE. Robert iscurrently a Non-executive Director ofSolomon Goldplc andChaarat GoldHoldingsLimited, bothlisted American Corporation ofSouth Africa Ltd. mining team atJamesCapel&Co.Hewasformerly Marketing Managerofthegoldanduranium divisionofAnglo in Londonafter havingbeenheadoftheglobal miningresearch team atSGWarburg Securitiesandheadofthe at the World Gold Council.Previously hewas a Director ofthe investment bankingdivisionat Deutsche Bank experience to theCompanyhavingheldexecutive positionsincluding ManagingDirector, Institutional Investment of the Institute of Materials, Minerals and Mining. He brings a wealth of marketing and investment banking experience intheinternational miningindustry. HeisaFellow oftheGeological SocietyofLondonandalso London basedRobertgainedhisDoctorate inGeology from Oxford University andhasmore than35years’ Independent Non-executive Director Dr RobertWeinberg M.A.,DPhil, FGS, FIMMM Rod isamemberofboththeAuditCommittee andtheRemuneration Committee. Rod hasnotheldanyotherpubliccompany directorships inthelast three years. Minerals Limited priorto itsmerger withPerilya Limited. Rod isaNon-executive Director (andformerly Chairman)ofIndependence Group NLandwasaDirector ofRanger
DIRECTORS REPORT PAGE 17.
- - - - - 4,000,000 Number of Options Granted
- 475,912 200,000 648,412 9,286,942 1,479,244
Directors’ Interests in Ordinary Shares in Ordinary Interests Directors’ Gary Davison Ian McCubbing Robert Weinberg Wayne Bramwell Wayne Marston Rodney Name of Director Michael Spratt The following tables set out the relevant interests of each Director in the share capital of the Company at the date at the date of the Company capital in the share Director of each interests set out the relevant tables The following meetings during the year. their participation in Board and of this report Joint Company Secretary (resigned 27 October 2011) 27 October (resigned Secretary Company Joint INTERESTS DIRECTORS’ FORMER COMPANY SECRETARY COMPANY FORMER ACIS Dip ACG, MBA, Grad CPA, (Acc), BBus Mr Adrian Di Carlo Trevor is a Chartered Accountant with over 18 years’ corporate experience. He has over 10 years’ experience in in experience 10 years’ He has over experience. corporate 18 years’ with over Accountant Chartered is a Trevor industry. and mining services the resources Prior to joining Kasbah, Trevor held the position as Chief Financial Officer and Company Secretary for ipernica ipernica for Secretary Company and Officer Financial Chief as position the held Trevor Kasbah, joining to Prior for 2004. He has also held the position of Company Secretary October a position which he held since Limited, sectors. and e-commerce development, within the mining, property companies a number of public and private Mr Trevor O’Connor BBus (Acc), CA O’Connor BBus (Acc), Mr Trevor Secretary and Company Financial Officer Chief COMPANY SECRETARY COMPANY Ian resigned as a Director of Territory Resources Limited on 31 July 2011 and as Chairman of Eureka Energy Energy of Eureka 2011 and as Chairman 31 July on Limited Resources of Territory as a Director Ian resigned years. three in the last directorships and has not held any other public company on 20 June 2012 Limited Committee. of the Remuneration and is also a member of the Audit Committee Ian is the Chairman currently a Non-executive Director of Mirabela Nickel Limited, Swick Mining Services Limited and Alcyone and Alcyone Limited Swick Mining Services Limited, Nickel of Mirabela Director a Non-executive currently Limited. Resources Director and Chief Financial Officer in mining and industrial companies. Ian was appointed as a Director of the of the as a Director companies. Ian was appointed in mining and industrial and Chief Financial Officer Director 2011. Company on 1 March and is Limited Energy and Chairman of Eureka of GRD Limited Officer the Chief Financial Ian was previously Ian is a Chartered Accountant with more than 30 years’ corporate experience including mergers and acquisitions, and acquisitions, mergers including experience corporate 30 years’ than with more Accountant Ian is a Chartered than more side. Ian has spent and provider’s both the borrower’s banking from and investment finance project positions as Finance including roles, in senior finance companies 200 and other listed with ASX working 15 years’ Mr Ian McCubbing BCom (Hons), MBA (Ex), CA, MAICD CA, MBA (Ex), BCom (Hons), Mr Ian McCubbing Director Non-executive Independent DIRECTORS REPORT PAGE 18. the year. B- NumberofmeetingsheldduringthetimeDirector heldoffice orwasamemberoftheCommittee during A- Numberofmeetingsattended ended 30June2012,andthenumbers ofmeetingsattended byeachDirector were: The numbers ofmeetingstheCompany’s Board ofDirectors andofeachboard committee heldduringtheyear DIRECTORS’ MEETINGS Name ofDirector Gary Davison Robert Weinberg Rodney Marston Wayne Bramwell Michael Spratt Ian McCubbing Board Meetings 10 10 10 10 A 9 9 10 10 10 10 10 10 B Audit Committee A 3 4 3 - - - Meetings B 4 4 4 - - - Committee Meetings A Remuneration 3 4 4 - - - B 4 4 4 - - - DIRECTORS REPORT PAGE 19. REMUNERATION POLICY REMUNERATION
A. superannuation. superannuation. Directors receive Directors fees and the superannuation guarantee contribution (“SGC”) required by the the by required (“SGC”) contribution guarantee superannuation the and fees Directors receive Directors any other retirement do not receive and the Directors paid in cash 9% of fees The SGC is currently government. towards payments to increase part of their salary to sacrifice chosen some individuals have benefits. However, The remuneration policy with regards to the Managing Director has been developed by the Board and takes into into and takes by the Board has been developed the Managing Director to with regards policy The remuneration in similar of similar size and operating companies for salary levels and comparable conditions market account sectors. the option exercise price, the current level and volatility of the underlying share price, the risk free interest rate rate interest the risk free price, share of the underlying and volatility level the current price, the option exercise and the life share of the underlying price market current share, dividends on the underlying expected expected, of the option. Options are issued to employees at the discretion of the Directors or, in the case of the Board or Managing Director, or Managing Director, of the Board in the case or, of the Directors at the discretion employees to issued Options are executive of part as granted Options consideration. no for issued are options All approval. shareholder by including of factors account option pricing model, which takes using the Black-Scholes valued are remuneration encourage the alignment of personal and shareholder interests together with performance based bonuses based based bonuses based with performance together interests and shareholder the alignment of personal encourage shareholder in increasing be effective policy will this believes The Company indicators. performance key on wealth. The remuneration policy has been tailored to increase goal congruence between shareholders and Directors and and and Directors shareholders between goal congruence increase to tailored has been policy remuneration The to and Executives Director the Managing of options to the issue through this is facilitated Currently, Executives. Compensation levels for key management personnel of the Company and consolidated entity are reviewed reviewed entity are of the Company and consolidated personnel management key for Compensation levels The and Executives. Directors experienced qualified and appropriately and retain attract and set to annually packages so as to of compensation and appropriateness on the structure advice independent obtains Board sector. resource companies and the broader comparative in trends reflect The remuneration committee is responsible for assessing whether the KPIs are met. To assist in this assessment, assessment, this in assist To met. are KPIs the whether assessing for responsible is committee remuneration The management. from on performance reports detailed received the committee Chief Financial Officer / Company Secretary – STI based 50% on achieving operational objectives including including objectives operational – STI based 50% on achieving Company Secretary / Chief Financial Officer strategic is based on achieving In addition 50% of the STI timeframes. within specified legal matters finalisation of set by the Board. previously by a date PFS approved of a Board including completion objectives Chief Operating Officer – STI based 60% on achieving operational objectives including finalisation of land tenure tenure including finalisation of land objectives operational – STI based 60% on achieving Officer Chief Operating In addition 40% of the STI is based on within specified timeframes. and the meeting of drilling targets matters set by the Board. previously by a date PFS approved of a board including completion objectives strategic Managing Director – STI based 100% on achieving strategic objectives of the Company including completion of a of a of the Company including completion objectives strategic – STI based 100% on achieving Managing Director set by the Board. previously by a date PFS approved Board key management personnel have an STI opportunity of 20% of base salary. STI awards for the key management management key the for awards STI salary. base of 20% of opportunity STI an have personnel management key the set by dates) target (including by specific targets based on were year in the 2012 financial personnel as set out below: of Directors by the Board and approved committee remuneration activities which it undertakes and is consistent in aligning shareholder and corporate objectives. and corporate in aligning shareholder is consistent and activities which it undertakes the remaining opportunity of 40% of base salary and STI has a target the Managing Director Under the STI plan current industry norms the Company has introduced a short term incentive plan (“STI”) for Senior Executives Senior Executives plan (“STI”) for incentive a short term introduced norms the Company has industry current bonus (based earn a cash to will be able Executives Under this STI plan Senior Director. including the Managing The indicators. performance key of specific completion base salary) upon satisfactory of their upon a percentage of the Company and the of development the stage given policy is appropriate this remuneration believes Board Historically, the remuneration policy has been to provide a fixed remuneration component and a specific equity and a specific equity component remuneration a fixed provide to policy has been the remuneration Historically, with line into Kasbah bring to and market labour international the in changes the reflect To component. related This report details the amount and nature of remuneration of each Director of the Company and Executive Officers Officers and Executive of the Company Director of each of remuneration and nature the amount details This report during the year. of the Company REMUNERATION REPORT – AUDITED REPORT REMUNERATION DIRECTORS REPORT PAGE 20. z z undue influence: The following arrangements were madeto ensure thattheremunerations recommendations were free from undue influence bymembers oftheGroup’s key managementpersonnel. Gerard DanielsAustralia PtyLtdhasconfirmed thattheabove recommendations have beenmadefree from of theCorporations Act2001andwaspaid$8,000(exclusive ofGST)for theseservices. engagement, Gerard DanielsAustralia PtyLtdprovided remuneration recommendations asdefinedinsection 9B Pty Ltdto review itsproposed fees andfee structure ofNon-executive Directors. Undertheterms ofthe In September 2011,theCompany’s remuneration committee engagedtheservices ofGerard DanielsAustralia contained innote 17. could have beenpaid.Theoptionsvested over aperiodwhichconcluded inNovember 2010.Further details are they represented suitable compensation for Non-executive Board members whenrelated to the cash fee which of options which vested over a five or three year period. In November 2006, when these options were issued, the Directors. Previously, Non-executive Directors of the Company have agreed to take their fees in the form Fees payable to Non-executive Directors reflect thedemandswhichare madeon,andthe responsibilities of, annum andwasapproved byshareholders attheAnnualGeneral Meetingon24November 2011. The maximumaggregate amountoffees thatcan bepaidto Non-executive Directors iscurrently $400,000per any members ofthekey managementpersonnel. As aconsequence, theBoard issatisfiedthatthe recommendations were madefree from undueinfluence from z z directly to theRemuneration Committee. The report containing theremuneration recommendations wasprovided byGerard DanielsAustralia PtyLtd under delegated authorityofbehalftheboard; and The agreement for theprovision ofremuneration consulting services wasexecuted bytheManagingDirector Gerard DanielsAustralia PtyLtdwasengagedby, andreported directly to theRemuneration Committee. DIRECTORS REPORT
PAGE 21. Total $ 2,222 2,222
90,000 57,083 80,910 80,910 50,000 16,667 50,000 16,667 51,743
597,651 629,014 823,458 701,661
payments
Options Share based based Share ------$
51,743 51,743 51,743
203,933 203,933 155,259
Leave
Long-term Long Service Service Long ------$
5,400 9,255 5,400 9,255
Employment
Superannuation
Post - - - - $
4,128 2,064 1,376 4,128 1,376
36,667 24,131 41,238 78,100 63,550 26,542 Cash Bonus Cash ------$
94,371 94,374 Short-term 100,000 100,000 & fees &
158
Salaries Salaries - $ 2,222
48,762 20,416 29,167 29,167 45,872 15,291 45,872 15,291
268,120 294,910 437,796 377,452 Year 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2011
Total Total
DETAILS OF REMUNERATION OF DETAILS
Non-executive Directors Non-executive Wayne Bramwell - Managing Director Bramwell Wayne Name Directors Executive (Appointed 1 Mar 2011) (Appointed 2010) (Resigned 30 Nov Walker Graeme (Appointed 1 Mar 2011) (Appointed Director Ian McCubbing – Non-executive Gary Davison – Non-executive Director Gary Davison – Non-executive Robert Weinberg – Non-executive Director * Director – Non-executive Robert Weinberg * Director Non-executive – Marston Rodney Michael Spratt – Non-executive Chairman – Non-executive Michael Spratt B. B. are set out in the following tables. tables. out in the following set are Details of the nature and amount of each element of the emoluments of Directors and Executives of the Group Group of the Executives and of Directors emoluments the of element each of amount and nature the of Details DIRECTORS REPORT PAGE 22. ** * Name (Resigned 3Mar2011) Trevor Hart(CFO &CompanySecretary) (Appointed 2May2011) Trevor O’Connor(CFO &CompanySecretary) Chris Bolger(CountryManager)** (Appointed 1Feb 2011) Mike Kitney (ChiefOperating Officer) Key Management Personnel details are not disclosed. in the2011/2012financialyear. $18,611 relating to Theentire 2011/12financialyear). $47,778adjustment for eachDirector hasbeenreflected 1 December 2010 to 2011totalled 14November $47,778($29,167relating toand the 2010/11financialyear in factcovering directors fees upto 2011.Thedouble 14November payment for eachdirector for theperiod steps were taken to correct thesituation andfor paidcash theover to bereturned. 2010 to 2011,once 14November inoptions andsubsequently incash. Once thiserror discovered was immediate discoveredwas that DrMarston andDr Weinberg hadinfactbeencompensated twice for theperiod1December In 2012ChrisBolgernolonger meets thedefinition of akey management person and hence hisremuneration The confusion arose as aresult of the fact that although the options fully vested by 2010they15 November were due During tothe year an oversight intheunderstanding of the terms of Director options issued back in2006, it
Total Total
2012 2011 2012 2011 2011 2012 2011 2011 Year 250,000 496,586 456,700 139,735 206,700 220,184 104,167 32,500
$ Salaries & fees Short-term 47,500 87,476 39,976 $ - - - - - Cash Bonus 22,500 43,409 41,103 11,292 18,603 19,817 2,925 9,375
$ Post Superannuation Employment 1,876 3,210 1,334 $ - - - - - Long Service Long-term Leave 32,312 66,602 64,624 16,481 32,312 50,121 $ - - Share based Options payments 354,188 606,597 653,113 167,508 298,925 290,122 113,542 35,425 $ Total DIRECTORS REPORT PAGE 23. ------64% 64% 17% 10% 2011 ------At risk – LTI* At risk – 9% 33% 11% 2012 ------26% 2011 At risk - STI At risk ------15% 14% 13% 2012 74% 36% 36% 83% 90% 100% 100% 100% 100% 100% 2011 - - 76% 77% 52% 2012 100% 100% 100% 100% 100% Fixed Remuneration Fixed SERVICE AGREEMENTS SERVICE Base Salary exclusive of superannuation of $250,000. of superannuation Base Salary exclusive be paid in cash. Compensation to of the Company. be paid at the discretion bonuses to related Performance either party. by be served months must period of three A notice paid. to be benefits no termination are There The Executive may terminate the agreement by providing three months written notice. months written three by providing the agreement may terminate The Executive notice. months written twelve by providing the agreement The Company may terminate will be paid. entitlements months salary and all accrued a maximum of twelve On termination term. – No fixed of Agreement Term Term of Agreement – No fixed term. – No fixed of Agreement Term annually. be reviewed of $294,910 to of superannuation Base Salary exclusive be paid in cash. Compensation to of the Company. be paid at the discretion bonuses to related Performance
z z z z z z z z z z z z z Since the long term incentives are provided exclusively by way of options, the percentages disclosed reflect the value value the reflect disclosed percentages the options, wayof by exclusively provided are incentives term the long Since of remuneration consisting of options, based on the value of options expensed during the year. expensed based on the value options options, of of consisting remuneration of Trevor Hart Trevor Mike Kitney Mike Chris Bolger O’Connor Trevor Key Management Personnel Key Robert Weinberg Gary Davison Ian McCubbing Michael Spratt Marston Rodney Wayne Bramwell Wayne Directors Non Executive Executive Directors Executive Name C. z z z z z z z Officer Operating – Chief Kitney Mike z z z z z z Wayne Bramwell – Executive Director – Executive Bramwell Wayne Remuneration and other terms of employment for the Managing Director are formalised into a service agreement. agreement. a service into formalised are Managing Director the for of employment and other terms Remuneration is set out as follows: Executives current for contracts of service conditions A summary of the key On appointment to the Board all Non-executive Directors enter into a service agreement with the Company in the the in Company the with agreement service a into enter Directors Non-executive all Board the to appointment On including compensation policies and terms summarises the Board’s of appointment. The letter of a letter form of Director. the office to relevant * The relative proportions of remuneration that are linked to performance and those that are fixed are as follows: as are fixed are those that and performance to linked are that of remuneration proportions The relative DIRECTORS REPORT PAGE 24. reporting periodsare asfollows: The terms andconditions ofeachgrant ofoptionsaffecting remuneration intheprevious, current orfuture z z z z z z Trevor O’Connor–ChiefFinancialOfficer andCompanySecretary No optionswere exercised byDirectors orotherkey managementpersonnel duringtheyear. the underlying share, theexpected dividendyieldandtherisk-free interest rate for theterm oftheoption. price, theterm oftheoption,impactdilution,share price atgrant date andexpected price volatility of are independently determined using a Black-Scholes option pricing model that takes into account theexercise grant date to vesting date, andtheamountisincluded intheremuneration tables above. Fair values atgrant date The assessed fair value atgrant date ofoptionsgranted to the individualsisallocated equally over theperiodfrom ** * and eachofthekey managementpersonnel oftheparent entityare asfollows: Further details relating to optionsasprovided asremuneration to eachDirector ofKasbahResources Limited on theAustralian SecuritiesExchange duringtheweek upto andincludingthedate ofgrant. The exercise price ofoptionsisbasedontheweighted average price atwhichtheCompany’s shares are traded D. Trevor O’Connor Mike Kitney Other Key ManagementPersonnel Wayne Bramwell Robert Weinberg Rodney Marston Directors Name
z z z z z z 24 November 2011 24 November 2011
The value isdeterminedThe value at thetimeof lapsing,butassuming thecondition satisfied. was of theremuneration. aspart year The value at lapsedateThe value of options that were of theremuneration grantedaspart andthat lapsedduringtheyear. atdate grant The value calculated in accordance 2Share withAASB BasedPayment of options grantedduring the 23 August 2011 23 August 2011 There are notermination benefits to bepaid. A notice periodofthree monthsmust beserved byeitherparty. Performance related bonusesto bepaidatthediscretion oftheCompany. Compensation to bepaidincash. Base Salaryexclusive ofsuperannuation of$206,700. Term ofAgreement –Nofixed term. Grant date EQUITY INSTRUMENTS 24 November 2011 24 November 2012 23 August 2012 23 August 2013 exercise date Vesting and of options 1,000,000 1,000,000 4,000,000 Number the year granted during - - 24 November 2014 24 November 2014 26 August 2014 26 August 2014
Expiry Date grant date* options at $257,600 Value of $51,700 $51,700 - - of options 2,000,000 Number the year Exercise during vested price of options 0.25 0.25 0.25 0.25 - - - - $
of options 4,000,000 1,875,000 1,875,000 Number the year grant date lapsed Value per during option at 0.052 0.052 0.064 0.064 - -
at lapse date** Value Vested 100 - - - - - (%) 0 0 0
DIRECTORS REPORT PAGE 25. progress to development and mining. There is no relationship between the Company’s current remuneration remuneration current the Company’s between is no relationship and mining. There development to progress performance. and the Company’s personnel management key policy for report. remuneration audited This is the end of the soon as practical upon the trading of securities under these circumstances. of securities the trading upon soon as practical of executive a measure provide to development phase of the Group’s in this exploration be impractical It would operations be made once can meaningful comparisons More date. of the Company to the performance over reward Directors, Officers and employees. Under the policy, these persons are prohibited from dealing in the Company’s the Company’s dealing in from prohibited are these persons policy, Under the and employees. Officers Directors, “active” or term short from prohibited also are and information sensitive price of possession in whilst securities as be notified must The Company Secretary periods. specific blackout securities during in the Company’s trading Trading in the Company’s securities by Directors, Officers and Employees Officers by Directors, securities in the Company’s Trading all to which applies of the Company dealing in the securities to in relation a policy has adopted The Board DIRECTORS REPORT PAGE 26. No furthershares have beenissued since thatdate. Noamountsare unpaidonanyoftheabove shares. the exercise ofoptionsgranted to shareholders andemployees. The following ordinary shares ofKasbahResources Limited were issued duringthe year ended30June2012on SHARES ISSUED ONTHEEXERCISEOFOPTIONS other entity. No optionholderhasanyrightundertheoptionsto participate inanyothershare issue oftheCompanyorany Unissued ordinary shares ofKasbahResources Limited underoptionatthedate ofthisreport are asfollows: SHARES UNDEROPTION 15 June2010 8 June2010 30 April2010 5 October 2010 5 January2010 Date optiongranted 23 July 2012 24 November 2011 23 August 2011 17 February 2010 10 July 2008 1 May2008 Date optionsgranted 24 November 2014 26 August 2014 5 October 2015 Expiry Date 23 July 2015 11 July 2013 1 May2013 Exercise price ofoptions 0.25 0.25 0.25 0.10 0.10 $ Exercise price ofoptions
0.28 0.25 0.25 0.10 0.25 0.35 $ Number ofshares issued
Number ofoptions 31,150,000 16,250,000 11,500,000 7,250,000 6,650,000 2,000,000 4,000,000 2,500,000 1,000,000 1,000,000 1,000,000 500,000 500,000 DIRECTORS REPORT PAGE 27.
$ 2011 101,095 101,095
Consolidated Consolidated $ 2012 24,316 24,316 Total Remuneration for other services for Remuneration Total REMUNERATION OF AUDITORS REMUNERATION Pty Ltd BDO Audit (WA) of practices by related Other Services and other services Taxation Wayne Bramwell Wayne Managing Director The copy of the Auditor’s Independence Declaration as required under sections 307c of the Corporations Act 2001 Act 2001 under sections 307c of the Corporations as required Declaration Independence of the Auditor’s The copy is set out on page 32. 2012. on 25 September made at Perth of the Directors with a resolution signed in accordance has been This report AUDITORS’ INDEPENDENCE DECLARATION INDEPENDENCE AUDITORS’ 30 June 2012. as issued by the Accounting Professional and Ethical Standards Board APES110 – Code of Ethics for Professional Professional for APES110 – Code of Ethics Board Standards and Ethical Professional by the Accounting as issued Accountants. ended during the year auditors the external to paid/payable were non-audit services for fees The following the services disclosed below did not compromise the external auditor’s independence for the following reason: the following for independence auditor’s external the did not compromise below disclosed the services independence auditor to relating principles the general compromise does not provided of the services The nature NON-AUDIT SERVICES with the compatible year is during the of non-audit services is satisfied that the provision of Directors The Board satisfied are Directors Act 2001. The imposed by the Corporations auditors of of independence standard general Directors and Officers. This contract does not permit disclosure of the nature of the liability and the amount of the amount of of the liability and of the nature does not permit disclosure contract This Officers. and Directors the premium. INSURANCE PREMIUMS INSURANCE indemnifying the Company’s a contract of in respect premium paid an insurance the Company has year, During the CORPORATE GOVERNANCE STATEMENT PAGE 28. good corporate governance amatter ofhighimportance. Inreviewing thecorporate governance structure ofthe The Board ofDirectors isresponsible for thecorporate governance ofKasbahResources Ltd.TheBoard considers management incarrying outthesedelegated duties. the direction anddelegations oftheBoard anditistheresponsibility oftheBoard to oversee theactivitiesof It istherole ofSeniorExecutives to managethedayto dayoperations oftheCompanyinaccordance with section ofthisAnnualReport. The Board holdsregular meetings and Directors’ attendance atmeetingsissetoutintheDirector’s Report Manual located onKasbah’s website under “Corporate Governance”. Board responsibilities are setoutintheCompany’s Board Charter whichisavailable intheCorporate Governance z z The Board hasestablished thefollowing committees to assist itindischarging itsfunctions: to carry outspecificdutiesinsupportoftheobjectives oftheCompany. be doneinorder to carry outtheobjectives oftheCompany. TheBoard delegates authorityto SeniorExecutives practices, managementandoperations oftheCompany. Itisrequired to do allthingsthatmaybenecessary to The Board isultimately responsible for, andhastheauthorityto determine, allmatters relating to thepolicies, Responsibilities oftheBoard their appointment. receive formal letters ofappointmentsettingoutthekey terms, conditions, responsibilities andexpectations of to carry outtheirdutiesasaDirector oftheCompany. Inaddition,itistheintention thatNon-executive Directors of theCompanyasawhole. EachmemberoftheBoard iscommitted to spendingsufficienttime to enable them the operations oftheCompany’s business. Ingoverning theCompany, theDirectors must actinthebest interests The Board’s role isto govern theCompany. TheBoard delegates to managementthedayto daymanagementof 1. Set outbelow are thefundamental corporate governance practices oftheCompany: stage ofdevelopment ofKasbah’s operations andtheBoard’s reasoning for anydeparture isexplained. it isbecause the Board doesnotconsider itpractical to implement thoserecommendations dueto thesizeand Where Kasbah’s corporate governance practices do not correlate with the ASX Principles and Recommendations Recommendations to themaximumextent practicable. and Recommendations (“ASX Principles andRecommendations”). Kasbahfollows theASXPrinciples and Company, theBoard isguidedbytheAustralian SecuritiesExchange’s (“ASX”) Corporate Governance Principles CORPORATE GOVERNANCE STATEMENT z z
Remuneration Committee. Audit Committee; and THE BOARD LAYS SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT ROLE OF THE BOARD CORPORATE GOVERNANCE STATEMENT PAGE 29. THE BOARD PROMOTES ETHICAL AND RESPONSIBLE DECISION MAKING DECISION RESPONSIBLE AND ETHICAL PROMOTES BOARD THE THE BOARD IS STRUCTURED TO ADD VALUE ADD TO STRUCTURED IS BOARD THE
in relation to gender, age, cultural background and ethnicity. and ethnicity. background age, cultural gender, to in relation The Company values diversity and recognises the benefits it can bring to the organisation’s ability to achieve its its to achieve ability to the organisation’s can bring the benefits it and recognises diversity The Company values Governance the Corporate in included is policy which diversity a a developed has the Company Accordingly goals. objectives This policy outlines the Company’s Governance.” under “Corporate website on Kasbah’s Manual located under “Corporate Governance.” under “Corporate Policy Diversity responsibilities to legitimate stakeholders and the responsibility and accountability required of the Company’s of the Company’s required and accountability and the responsibility stakeholders legitimate to responsibilities practices. unethical and investigating reporting for personnel website on Kasbah’s Manual located Governance in the Corporate of the Code of Conduct is available A copy Company has an established Code of Conduct to guide compliance with legal, ethical and other obligations to and other obligations to ethical with legal, guide compliance Code of Conduct to Company has an established policies the Also, integrity. Company’s the maintain to necessary practices the and stakeholders legitimate with the Company’s is consistent in a manner that issues dealing with business assist to guidance provide Code of Conduct the of stakeholders, interests obligations and the legitimate its legal recognising to As part of its commitment skills with the requirements of the Board. This review is ongoing. This review Board. of the skills with the requirements 3. Performance Review / Evaluation Review Performance During the year discussion. each meeting by informal after their performance review and Committees The Board and the alignment of those Directors of the of the skills and experience review an informal conducted the Board Director. The Managing Director is not independent as he is employed in an executive capacity. All other Non- capacity. executive in an is employed is not independent as he The Managing Director Director. the consideration into taken has the Board independence, assessing In independent. are Directors executive and Recommendations. the ASX Principles to pursuant independent status affecting relationships must be considered in relation to each Director, while taking into account all other relevant factors as set out in as set out in factors other relevant all account into taking while each Director, to in relation be considered must independent. The Chairman is an Independent are of the Board A majority of the Directors Charter. the Board Managing the and Chairman the between responsibility of division clear a is there and Director Non-executive and expertise that will best complement Board effectiveness. The Company recognises the importance of Non- importance the The Company recognises effectiveness. Board complement that will best and expertise It is the offer. can Directors that Non-executive and advice perspective and the external Directors executive and this independence determining to which is critical Director, of each Non-executive and attitude approach Independence skills, experience of range the appropriate has that any candidate ensure must the Board In appointing Directors, These responsibilities, as set out in the Board Charter and Procedures for Selection and Appointment of Directors Directors of Appointment and Selection for Procedures and Charter Board the in set out as responsibilities, These nomination than a separate rather out by the Board carried Manual), are Governance in the Corporate (available committee. office are set out in the Directors’ Report section of this Annual Report. Report section set out in the Directors’ are office plans, and develops succession Board reviews of the Board, competencies the necessary assesses The Board of Directors. appointment and re-election and the nomination, of the Board evaluation for policies and processes Managing Director. The remaining five Directors are Non-executive Directors: Mr Michael Spratt, who is the who is the Mr Michael Spratt, Directors: Non-executive are Directors five The remaining Managing Director. Gary Mr and McCubbing Mr Ian Weinberg; Robert Dr Marston; Rodney Dr Board; of the Chairman Non-executive of terms their and experience and skills their qualifications, as such Directors the of details Further Davison. 2. of Directors and Details Board Composition of the the is Bramwell Wayne which Mr of Directors, six of comprises Board Annual Report, the of this date the at As by the Managing Director and reviewed by the Remuneration Committee. Performance reviews were undertaken undertaken were reviews Performance Committee. Remuneration the by reviewed and Director Managing the by to this process. pursuant year during the financial Performance Review / Evaluation / Review Performance out carried with the appraisal annually, be reviewed is to of the Company of Senior Executives The performance each Director and the Board collectively has the right to seek independent professional advice from a suitably a suitably from advice independent professional seek to has the right collectively and the Board each Director appropriate, Where responsibilities. out their carry to them to assist expense, at the Company’s advisor, qualified Board. of the all other members to made available be is to of this advice a copy Independent Professional Advice and Access to Information to and Access Advice Professional Independent Further, Executives. Kasbah’s and to information all of the Company’s to access has the right of Each Director CORPORATE GOVERNANCE STATEMENT PAGE 30. Kasbah’s website under“Corporate Governance.” A summaryoftheContinuousDisclosure Policy isavailable intheCorporate Governance Manuallocated on designated astheCompany’s disclosure officers responsible for implementing andadministering thispolicy. with ASXListing Rule disclosure requirements. TheManagingDirector andtheCompanySecretary have been Kasbah’s ContinuousDisclosure Policy isdesignedto ensure thatprocedures are inplace to ensure compliance 5. are setoutintheDirector’s ReportsectionofthisAnnualReport. Details ofthequalifications ofthemembers oftheAuditCommittee andtheirattendance at committee meetings in financial reporting. and thoserepresentations made by management insupportofmonitoring theGroup’s commitment to integrity The Committee meetsto review the half-year andannualresults oftheCompany, andto review theauditprocess, reviewing the external auditor’s performance andindependence. responsible for recommending procedures for therotation ofexternal auditengagementpartners andannually team) hassuitable qualifications and experience to conduct aneffective audit.TheAuditCommittee isalso auditor, theterms ofappointmentandfees, andensures thattheincumbentfirm(and responsible service The Committee isresponsible for recommending to theBoard theappointmentandremoval oftheexternal members ofthe AuditCommittee are MrMichaelSpratt andDrRodney Marston. of theBoard. TheChairmanoftheCommittee, MrIanMcCubbing isnotthe Chairman oftheBoard. Theother As atthedate ofthisAnnualReport,theAuditCommittee consists ofthree IndependentNon-executive Directors Manual located onKasbah’s website under“Corporate Governance.” are setoutinaformal charter approved bytheBoard. ThisCharter isavailable intheCorporate Governance The Board hasestablished anAuditCommittee to assist theBoard. Theresponsibilities oftheAuditCommittee 4. website under“Corporate Governance.” A copy oftheSecuritiesTrading Policy isavailable inthe Corporate Governance Manuallocated onKasbah’s trading onthe ASX. consultants andcontractors oftheCompanywhichisappropriate for aCompanywhoseshares are admitted to The Companyhasestablished aSecuritiesTrading Policy for itsDirectors, SeniorExecutives, employees, Trading inKasbahSecurities Corporate Governance Manual located onKasbah’s website under“Corporate Governance.” general meetings.TheCompany hasestablished aShareholder Communications Policy whichisavailable inthe by promoting effective communication withshareholders andencouraging shareholder participationatAnnual The Companyrespects therightsofitsshareholders andseeksto facilitate theeffective exercise ofthose rights 6. report: candidates become available. Thefollowing table reflects gender diversity for the Companyat thedate of this gender diversity objectives asDirector andSeniorExecutive positionsbecome vacant andappropriately qualified regarding genderdiversity. Asthesizeandscale oftheCompanygrows theBoard willsetandaimto achieve Due to thecurrent size,nature andscale oftheCompany’s activitiestheBoard hasnotyet developed objectives on theBoard. At thedate ofthisreport theCompanyhasonly three SeniorExecutives. Nowomen are presently represented diversity andfor theboard to assess annually boththeobjectives andtheCompany’s progress inachieving them. It includesrequirements for theBoard, attheappropriate time,to establish measurable objectives for achieving Board members Senior Executives Employees inthewhole organisation Employees atheadoffice inAustralia Employees atsite inMorocco
THE BOARD MAKES TIMELY AND BALANCED DISCLOSURE THE BOARD SAFEGUARDS INTEGRITY IN FINANCIAL REPORTING THE BOARD RESPECTS THE RIGHTS OF SHAREHOLDERS Total 41 33 6 3 8 Women 3 3 - - - % ofWomen 37.5% 7.3% - - - CORPORATE GOVERNANCE STATEMENT PAGE 31. THE BOARD REMUNERATES FAIRLY AND RESPONSIBLY AND FAIRLY REMUNERATES BOARD THE THE BOARD RECOGNISES AND MANAGES RISK MANAGES AND RECOGNISES BOARD THE aim to create value for shareholders; for value create aim to and policies and practices; those remuneration observes of the the performance their performance, to regard having Senior Executives rewards and responsibly fairly companies. listed by other publicly adopted practices remuneration Company and general has coherent remuneration policies and practices to attract and retain Directors and Senior Executives who who and Senior Executives Directors and retain attract to policies and practices remuneration has coherent system of risk management and internal compliance and control which implements the policies adopted by by the policies adopted which implements and control compliance risk management and internal of system and the Board; and efficiently is operating system and control compliance risk management and internal the Company’s reporting risks. financial to in relation respects in all material effectively the statement given in accordance with section 295A of the Corporations Act 2001 is founded on a sound on a sound Act 2001 is founded with section 295A of the Corporations in accordance given the statement
z z z z z Executives’ remuneration are set out in the Remuneration Report section of this Annual Report. set out in the Remuneration are remuneration Executives’ Senior Executives will consult with the Chairman if they are considering, or if they are not sure, as to whether whether to as sure, not are they if or considering, are they if Chairman the with consult will Executives Senior may have. they entitlements risk of unvested may limit the economic transactions into entering Senior and Directors Non-executive Directors, of the Executive structure of the remuneration details Further Directors and Senior Executives are not permitted to enter into transactions with securities (or any derivative with securities (or any derivative transactions into enter to not permitted are and Senior Executives Directors under any equity-based remuneration awarded entitlements risk of any unvested which limit the economic thereof) and Directors However, future. the the Company in by which will be offered or in operation scheme currently undertake the Remuneration Committee’s responsibilities and external assistance and advice, as required, is is as required, and advice, assistance and external responsibilities Committee’s Remuneration the undertake of the and Senior Executives the Directors for of remuneration levels appropriate in determining assist sought to Company. The Chairman of the Remuneration Committee is Mr Michael Spratt, who is also Chairman of the Board and is an and is an is also Chairman of the Board who is Mr Michael Spratt, Committee The Chairman of the Remuneration the independent Non-executive are Committee of the The other members Director. independent Non-executive effectively to appropriate is considered The composition Marston. and Dr Rodney Mr Ian McCubbing Directors z z and management. The Remuneration Committee also has responsibility for ensuring the Company: for also has responsibility Committee and management. The Remuneration z Manual located on Kasbah’s website under “Corporate Governance.” under “Corporate website on Kasbah’s Manual located Senior Executives of the Managing Director, the performance and reviews monitors Committee The Remuneration 8. of the Remuneration The responsibilities the Board. assist to Committee a Remuneration has established The Board Governance in the Corporate which is available by the Board approved Charter in a formal set out are Committee z That: z In accordance with Recommendation 7.3 of the ASX Principles and Recommendations, the Managing Director and and the Managing Director and Recommendations, ASX Principles 7.3 of the with Recommendation In accordance to the Board: stated have Chief Financial Officer management framework. management framework. and Chief Financial Officer by the Managing Director Attestations to financial reporting risks. In addition, the Board delegates the adequacy and content of risk reporting to to reporting of risk content the adequacy and delegates risks. In addition, the Board reporting financial to feedback receives Board the the year, throughout and review processes management. As part of the audit risk overall the within risks financial to relation in the auditors to assurances provided has management that protect the assets of the Company. of the Company. the assets protect enquiries of meeting makes at each committee meeting and the Audit Committee Board at each The Board relation in and the Chief Financial Officer the Managing Director from assurances management and receives the Company’s current stage of development. stage current the Company’s of material the areas reviews the Board process, reporting function and management this oversight Through to place in measures appropriate has management that applicable, where ensure, to aims and risks business The Board oversees the Company’s management of risks and receives reports from management at each Board management at each Board from reports of risks and receives management the Company’s oversees The Board material the Company’s management on whether from report a formal does not require meeting. The Board for is sufficient process risk management reporting as its current being managed effectively risks are business internal control. Management provides specific recommendations to the Board regarding the existence and and existence the regarding to the Board recommendations specific Management provides control. internal by management on an that is maintained a risk register has established risks. The Company of business status ongoing basis. its activities. The Company has a Risk Management and Internal Compliance and Control Policy (available in in (available Policy and Control Compliance and Internal has a Risk Management The Company its activities. Management practices. its risk management for guidance provide Manual) to Governance Corporate Kasbah’s and compliance and policies, internal strategy risk management and approving overseeing for is responsible 7. risks of business of material and management monitoring the identification, to is committed The Company AUDITORS’ INDEPENDENCE DECLARATION PAGE 32. AUDITORS’ INDEPENDENCE DECLARATION CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME PAGE 33.
- (3.61) (3.61) $ 57,685 2011 875,437 165,173 255,166 342,694 106,740 667,930 183,701 174,346 (108,813) 8,235,884 1,197,798 1,153,952 (11,335,286) (11,335,286) (11,444,099)
Consolidated Consolidated (3.68) (3.68) $ 2,794 2012 878,386 312,329 479,648 142,622 621,283 317,509 132,166 191,106 (346,229) 2,708,875 2,133,035 1,364,448 11,840,613 (13,759,186) (13,568,080) (13,914,309)
3 2 2 3 4 21 21 Note Note
Revenue from continuing operations continuing from Revenue Other Income Employee benefits expenses benefits Employee Impairment expense option based payment expense Employee fees corporate and Accounting Exploration and evaluation expenditure evaluation and Exploration Basic (loss) per share (cents per share) (cents per share Basic (loss) per share) (cents per share (loss) Diluted Total comprehensive loss for the period attributable to the the to the period attributable for loss comprehensive Total Limited of Kasbah Resources owners Other comprehensive income Other comprehensive operations on foreign difference translation currency Foreign Income tax benefit/(expense) benefit/(expense) tax Income operations continuing from tax after (Loss) Travel expenses Travel activities ordinary from Other expenses expense tax before operations continuing from (Loss) Administration expenses Administration amortisation expenses and Depreciation Occupancy expense Occupancy The consolidated statement of comprehensive income should be read in conjunction with the accompanying notes. with the accompanying in conjunction should be read income of comprehensive statement The consolidated
COMPREHENSIVE INCOME COMPREHENSIVE CONSOLIDATED STATEMENT OF OF STATEMENT CONSOLIDATED FOR THE YEAR ENDED 30 JUNE 2012 JUNE 30 ENDED YEAR THE FOR CONSOLIDATED STATEMENT OF FINANCIAL POSITION PAGE 34. The consolidated statement offinancial positionshouldbe read in conjunction withtheaccompanying notes. AS AT 2012 AS JUNE 30 FINANCIAL POSITION CONSOLIDATED STATEMENT OF Accumulated losses Reserves Issued capital Equity Total Liabilities Total Non-Current Liabilities Provisions Trade andotherpayables Non-Current Liabilities Total Current Liabilities Trade andotherpayables Current Liabilities Total Assets Total Non-Current Assets Exploration andevaluation expenditure Property, plantandequipment Non-Current Assets Total Current Assets Non-current assets classified asheld for sale Trade andotherreceivables Cash andcash equivalents Current Assets TOTAL EQUITY NET ASSETS Note 14 13 12 11 11 10 8 7 6 9
(42,369,511) 18,641,648 16,313,398 56,476,222 16,313,398 25,460,871 20,397,066 1,755,417 2,206,687 9,147,473 3,104,091 3,061,158 6,043,382 6,043,382 5,063,805 4,056,911 1,006,894 2012 42,933 $ Consolidated
1 (28,801,431) 21,850,851 22,277,878 48,838,722 22,277,878 23,369,197 22,548,190 2,240,587 1,091,319 1,070,668 1,070,668 697,338 821,007 821,007 2011 20,651 20,651 - $ -
1 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY PAGE 35. $ - 255,166 312,329 Total Total (108,813) (346,229) 7,637,500 4,626,439 holders 16,313,398 30,339,422 22,277,878 22,277,878 to equity to (1,499,050) attributed attributed (11,335,286) (11,444,099) (13,568,080) (13,914,309) $ ------(864,662) (108,813) (108,813) (518,433) (518,433) (346,229) (346,229) (409,620) Foreign Foreign Currency Currency Reserves Translation Translation ------
$ 255,166 312,329 Share Share Based 3,071,349 2,759,020 2,759,020 2,503,854 Reserves Payments Payments ------$ - - Losses (42,369,511) (11,335,286) (11,335,286) (28,801,431) (28,801,431) (13,568,080) (13,568,080) (17,466,145) Accumulated Accumulated
------$ - Issued Issued Capital 7,637,500 (1,499,050) 56,476,222 30,339,422 48,838,722 48,838,722 19,998,350
CONSOLIDATED Balance 30 June 2012 Balance capacity as owners capacity based payments Share paid shares of fully Issue costs issue Share Total comprehensive loss for the period for loss comprehensive Total in their with owners Transaction Loss for the period the period for Loss income Other comprehensive Balance 1 July 2011 1 July Balance the period for loss comprehensive Total Share issue costs issue Share 30 June 2011 Balance capacity as owners capacity based payments Share paid shares of fully Issue Total comprehensive loss for the period for loss comprehensive Total in their with owners Transaction Other comprehensive income Other comprehensive Total comprehensive loss for the period for loss comprehensive Total the period for Loss 2010 1 July Balance
CHANGES IN EQUITY EQUITY IN CHANGES CONSOLIDATED STATEMENT OF OF STATEMENT CONSOLIDATED FOR THE YEAR ENDED 30 JUNE 2012 JUNE 30 ENDED YEAR THE FOR The consolidated statement of changes in equity should be read in conjunction with the accompanying notes. with the accompanying in conjunction of changes in equity should be read statement The consolidated CONSOLIDATED STATEMENT OF CASH FLOWS PAGE 36. The consolidated statement ofcash flows should be read in conjunction withtheaccompanying notes. FOR THE YEAR ENDED 30 JUNE 2012 CASH FLOWS CONSOLIDATED STATEMENT OF Net increase/(decrease) incash held Net cash inflow from financingactivities Costs associated withshare issues Proceeds from Toyota Tsusho Proceeds from share issues Cash flow from financingactivities Net cash outflow from investing activities Proceeds from sale ofplantandequipment Acquisition ofplantandequipment Acquisition ofminingassets Payment for securitydepositsandbonds Cash flows from investing activities Net cash outflow from operating activities Other Income Interest received Payments for exploration andevaluation Cash paidto suppliers and employees Cash flows from operating activities Cash attheend ofthefinancial year foreign currencies Effect ofexchange rate fluctuationson cash heldin Cash atthebeginningof financial year
Note 19b 6a
(11,753,404) (13,313,434) 18,641,648 21,850,851 12,637,500 (2,663,360) (3,292,727) (2,616,793) (1,093,016) 5,000,000 7,637,500 1,101,354 (579,732) (961,642) 2012 17,597 83,524 - 1,976 $ Consolidated
(10,094,782) 21,850,851 18,124,972 28,840,372 30,339,422 (7,787,757) (2,862,886) (1,499,050) 3,738,380 (620,618) (620,618) 555,770 (12,501) 2011 - - - - $ 91
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PAGE 37.
Principles of Consolidation Principles STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES ACCOUNTING OF SIGNIFICANT STATEMENT
FINANCIAL STATEMENTS FINANCIAL NOTES TO THE CONSOLIDATED CONSOLIDATED THE TO NOTES impairment of the asset transferred. transferred. impairment of the asset consolidated from the date control ceases. ceases. control the date from consolidated are companies Group between gains on transactions and unrealised balances transactions, Inter-company the of evidence provides transaction a unless eliminated also are losses Unrealised consolidation. on eliminated convertible are considered when assessing whether any member of the Group controls another entity. another entity. controls whether any member of the Group when assessing considered are convertible de- are They the Group. to is transferred on which control the date from consolidated fully Subsidiaries are Subsidiaries are all those entities (including special purpose entities) over which a member of the Group has has which a member of the Group all those entities (including special purpose entities) over Subsidiaries are of more a shareholding accompanying policies, generally in their financial and operating govern to the power or exercisable rights currently voting of potential and effect rights. The existence than one-half of the voting The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Kasbah and liabilities of all subsidiaries of Kasbah the assets incorporate statements financial The consolidated all subsidiaries for of the results and 2012 June as at 30 Entity”) “Parent or (the “Company” Limited Resources then ended. the year a) Subsidiaries financial report. financial Policies Accounting Financial Statement Presentations Financial Statement of the in the preparation by the Group policies adopted accounting of the material is a summary The following Historical Cost Convention Cost Historical convention. cost the historical basis under on the accruals been prepared have statements These financial The consolidated financial statements of Kasbah Resources Limited comply with International Financial Reporting Financial Reporting with International comply Limited of Kasbah Resources statements financial The consolidated (IASB). Board Standards Accounting International by the as issued Standards The financial statements are presented on a going concern basis. concern on a going presented are statements The financial with IFRS Compliance Standards, other authoritative pronouncements of the Australian Accounting Standards Board, including including Board, Standards Accounting of the Australian pronouncements other authoritative Standards, Act 2001. and the Corporations Interpretations Accounting Australian dollars. in Australian presented are statements The financial Basis of Preparation Basis of Preparation Accounting with Australian in accordance been prepared have statements purpose financial These general The principal accounting policies adopted in the preparation of the financial statements are set out below. The The set out below. are statements of the financial in the preparation policies adopted The principal accounting and its subsidiaries. Limited of Kasbah Resources consisting entity consolidated for the are statements financial 1. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PAGE 38. The amountofbenefitsbrought to account, orwhichmaybe realised inthefuture, isbasedontheassumption deductible temporary differences can beutilised. Deferred tax assets are recognised to theextent itisprobable future tax profits willbeavailable against which directly to equity, inwhichcase thedeferred tax isadjusted directly against equity. is settled. Deferred tax iscredited intheprofit or loss except where it relates to items whichmaybecredited Deferred tax iscalculated atthe tax rates expected to apply to theperiodwhenasset isrealised orliability there isnoeffect onaccounting ortaxable profit or loss. tax willberecognised from theinitialrecognition ofanasset orliability, excluding abusiness combination where tax basesofassets andliabilitiestheircarrying amountsinthefinancial statements. Nodeferred income Deferred tax is accounted for using the liability method in respect of temporary differences arising between the reporting date. disallowed items. Itiscalculated usingthetax rates thathave beenenacted orare substantially enacted bythe The charge for current income tax expense isbasedontheprofit for the year adjusted for anynon-assessable or b) losses are includedinprofit or loss. Gains andlosses ondisposals are determined bycomparing proceeds withthecarrying amount.Thesegainsand The assets’ residual values andusefullives are reviewed, andadjusted ifappropriate, ateachreporting date. The depreciation rates usedfor eachclass ofdepreciable assets are: time theasset isheldready for use. The depreciable amountofallfixed assets isdepreciated ona straight-line basis over theirusefullives from the period inwhichthey are incurred. the item can bemeasured reliably. Allotherrepairs andmaintenance are charged to profit or loss inthefinancial only whenitisprobable future economic benefitsassociated withtheitem willflow totheentityand cost of Subsequent costs are includedintheasset’s carrying amountorrecognised asaseparate asset, asappropriate, Plant andequipmentismeasured onthecost basis,less impairment. Plant andequipment losses. Each class ofproperty, plantandequipmentiscarried atcost less anyaccumulated depreciation andimpairment e) effective interest method. date. They are recognised initially attheirfair value andsubsequently measured atamortisedcost usingthe other payables are presented as current liabilities unless payment is not due within 12 months from the reporting year whichare unpaid.Theamountsare unsecured andare usually paidwithin30daysofrecognition. Trade and These amountsrepresent liabilitiesfor goodsandservices provided to thegroup priorto theendoffinancial d) objective evidence thattheGroup willnot beable to collect thedebts.Baddebtsare written offwhenidentified. amount less anallowance for anyuncollectible amounts.Anallowance for doubtfuldebtsismadewhenthere is Trade andotherreceivables, whichgenerally have 30-90dayterms, are recognised andcarried atoriginalinvoice c) deductibility imposedbythelaw. sufficient future assessable income to enable thebenefit tobe realisedand to comply withthe conditions of that noadverse changewill occur inincome taxation legislation, andtheanticipationthatentitywillderive Motor vehicles Computer equipment Plant andequipment Class ofFixed Asset Income Tax Property, PlantandEquipment Trade andOtherPayables Trade andOtherReceivables Depreciation Rate 20 –30% 20 –30% 20 –33% NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PAGE 39.
Issued capital capital Issued Financial Instruments Recognition Recognition Financial Instruments proceeds received. received. proceeds Issued and paid up capital is recognised at the fair value of the consideration received by the Company. Any Any by the Company. received of the consideration value at the fair is recognised and paid up capital Issued of the in equity as a reduction directly recognised are shares of ordinary arising on the issue costs transaction to determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to to reference transactions, length arm’s securities, including recent all unlisted for value the fair determine to and option pricing models. similar instruments h) Fair value value Fair applied are techniques Valuation investments. quoted all for bid prices based on current is determined value Fair Liabilities are recognised for amounts to be paid in the future for goods and services received, whether or not whether or not received, goods and services for be paid in the future amounts to for recognised Liabilities are carried parties are related to within 60 days. Payables settled normally are accounts Trade the entity. to billed method. rate interest using the effective is recognised by the lender, when charged Interest, at amortised cost. Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal principal less comprising original debt cost, at amortised recognised financial liabilities are Non-derivative payments and amortisation. be able to collect the debt. collect to be able Financial liabilities cost using the effective interest method, less an allowance for any uncollectable amounts. amounts. any uncollectable for an allowance method, less interest using the effective cost written are be uncollectable to Debts known on an ongoing basis. is reviewed receivables of trade Collectability the entity will not evidence is objective raised when there debts is for doubtful off when identified. An allowance Loans and receivables are non-derivative financial assets with fixed or determinable payments not quoted in an in payments not quoted or determinable with fixed financial assets non-derivative are Loans and receivables which receivables, method. Trade rate interest using the effective cost at amortised stated and are market active at amortised measured and subsequently value fair at initially recognised are terms, 30-90 day have generally as set out below. as set out below. Loans and receivables g) the when costs, including transaction date, trade on value at fair measured initially are Financial instruments measured are these instruments initial recognition Subsequent to rights or obligations exist. contractual related Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over basis over a straight-line as a liability and amortised on recognised are leases under operating Lease incentives term. of the lease the life Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are are lessor, the remain with all the risks and benefits substantially where leases, operating Lease payments for lease. the period of the over line basis straight on a loss or the profit to charged expense for the year. year. the for expense or the useful lives of their estimated the shorter basis over on a straight-line depreciated are Leased assets term. lease Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair fair the to equal the amounts of lower the liability at and a asset an recording by capitalised are leases Finance including any guaranteed payments, the minimum lease of value the present or property of the leased value interest liability and the lease the lease of reduction the between allocated Lease payments are values. residual Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but asset, but of the ownership to the and benefits incidental all the risks substantially where assets Leases of fixed leases. as finance classified are the entity, to is not transferred ownership legal where Where it is not possible to estimate the recoverable amount of an individual asset, the entity estimates the the estimates the entity an individual asset, amount of the recoverable estimate to it is not possible Where belongs. which the asset unit to amount of the cash-generating recoverable f) Leases to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed is expensed amount its recoverable over value carrying of the asset’s Any excess value. carrying the asset’s to loss. or profit to At each reporting date, the entity reviews the carrying values of its tangible and intangible assets to determine determine to assets and intangible tangible of its values the carrying reviews entity the date, reporting At each the recoverable exists, indication If such an been impaired. have that those assets is any indication whether there in use, is compared its value sell and to costs less value fair of the asset’s being the higher the asset, amount of NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PAGE 40. economy) whichhave afunctionalcurrency different from thepresentation currency are translated into the The results andfinancialpositionofalltheGroup entities(noneofwhichhasthecurrency ofahyperinflationary Group companies currencies are recognised intheprofit or loss. transactions andfrom thetranslation atyear endofmonetary assets andliabilitiesdenominated inforeign at thedates ofthetransactions. Foreign exchange gainsandlosses resulting from thesettlement ofsuch Foreign currency transactions are translated into thefunctionalcurrency usingtheexchange rates prevailing Transactions andbalances are presented inAustralian dollars, whichisKasbahResources Limited’s functionalandpresentation currency. economic environment inwhichtheentityoperates (“thefunctionalcurrency”). Theconsolidated financial statements Items includedinthefinancial statements ofeachtheGroup’s entitiesare measured usingthecurrency oftheprimary Functional andpresentation currency i) investments withoriginalmaturitiesofsixmonthsorless. Cash andcash equivalents includecash onhand,deposits heldatcall with banks,othershort-term highly liquid l) possible, theestimated future cash outflows. the reporting periodonnationalgovernment bondswithterms to maturityandcurrency thatmatch, asclosely as departures andperiods of service. Expected future paymentsare discounted usingmarket yieldsatthe end of of the reporting period. Consideration is given to expected future wage and salary levels, experience of employee present value ofexpected future paymentsto bemadeinrespect ofservices provided byemployees upto theend The liabilityfor long service leave isrecognised intheprovision for employee benefitsandmeasured atthe which itisprobable anoutflow ofeconomic benefitswill resultandtheoutflow canbe reliably measured. Provisions are recognised whentheentityhasalegal orconstructive obligation,asaresult ofpast events, for k) Provisions profit or loss. based paymentsisexpensed onastraight-line basisover thevesting periodandisrecognised asanexpense in measured byusinganoptionpricingmodel.The fair value determined atgrant date oftheequity-settled share The Companyissues share-based compensation. Thisincludesashare optionarrangement whereby fair value is Equity-settled Compensation for thosebenefits. later thanoneyear have beenmeasured atthepresent value oftheestimated future cash outflows to bemade the amountsexpected to bepaidwhentheliabilityissettled, plusrelated on-costs. Employee benefitspayable at reporting date. Employee benefitswhichare expected to besettled withinone year have beenmeasured at Provision ismadefor theCompany’s liabilityfor employee benefitsarisingfrom services rendered byemployees j) gain orloss onsale where applicable. repaid, a proportionate share of such exchange differences are recognised in the income statement, as part of the shareholders’ equity. Whenaforeign operation issoldoranyborrowings forming partofthenetinvestment is and ofborrowings andotherfinancialinstruments designated ashedgesofsuchinvestments, are taken to On consolidation, exchange differences arisingfrom thetranslation ofanynetinvestment inforeign entities, resulting exchange differences are recognised asaseparate component ofequity. the transaction dates, inwhich case income andexpenses are translated atthedates ofthetransactions); andall exchange rates (unless thisisnotareasonable approximation ofthecumulative effect oftherates prevailing on Income and expenses for each item inthe statement ofcomprehensive income are translated ataverage date ofthestatement offinancialposition. Assets and liabilities for each statement of financial position presented are translated at the closing rate at the presentation currency asfollows: Foreign Currency Transactions andBalances Cash andEquivalents Employee Benefits NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PAGE 41. Parent entity Financial Information Parent Expenditure Evaluation and Exploration Segment Reporting Earnings Per Share Share Earnings Per Goods and Services Tax (GST) and Value Added Tax (VAT) Added Tax and Value (GST) Tax Services Goods and other non-discretionary changes in revenues or expenses during the period which would result from the the from result during the period which would or expenses changes in revenues other non-discretionary shares; ordinary dilution of potential costs of servicing equity (other than dividends) and preference share dividends; dividends; share of servicing equity (other than dividends) and preference costs been have shares ordinary potential with dilutive associated interest of dividends and effect tax the after and as expenses; recognised z z z recoverable amount. Any impairment losses are recognised in the income statement. statement. in the income recognised are amount. Any impairment losses recoverable generating unit level whenever facts and circumstances suggest that the carrying amount of the asset may may amount of the asset that the carrying suggest and circumstances facts whenever unit level generating or cash-generating amount of an asset when the carrying amount. An impairment exists its recoverable exceed its to down is then written unit or cash-generating amount. The asset recoverable estimated its unit exceeds The appropriateness of the Group’s ability to recover these capitalised costs has been assessed at year end and end and at year has been assessed costs these capitalised recover ability to of the Group’s The appropriateness recoverable. value is satisfied the are the Directors the cash impairment at for assessed is expenditure and evaluation exploration capitalised of value The carrying A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry carry to continuing of appropriateness the determine to interest of each area of undertaken is review A regular by assessed is expenditure of any capitalised value The carrying of interest. the area to in relation costs forward value. of the carrying the impairment should be made for if any provision determine to each year the Directors When production commences, any accumulated costs for the relevant area of interest which have been capitalised been capitalised which have of interest area the relevant for costs any accumulated commences, When production the economically of of depletion rate the to according the area of life the over amortised be will forward carried and resources. recoverable Exploration and evaluation expenditure is generally written off in the year incurred, except for acquisition of acquisition of for except incurred, off in the year written is generally expenditure and evaluation Exploration forward. carried and which is capitalised properties exploration Financial information for the parent entity, Kasbah Resources Limited, is disclosed in note 20 and has been 20 and has been in note is disclosed Limited, Kasbah Resources entity, the parent for Financial information statements. financial consolidated on the same basis as the prepared r) q) AASB 8 requires a management approach under which segment information is presented on the same basis as same basis as on the is presented which segment information under a management approach AASB 8 requires in a manner that is consistent reported now segments are purposes. Operating reporting internal that used for identified by the (“CODM”), which has been decision maker the chief operating to reporting with the internal of Directors. of the Board and other members Company as the Managing Director any bonus element. p) divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for for adjusted shares, ordinary potential and dilutive shares number of ordinary average divided by the weighted z z The diluted earnings per share is calculated as net profit attributable to members of the parent entity, adjusted adjusted entity, of the parent members to attributable as net profit is calculated earnings per share The diluted for: z to exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the divided by the dividends, share equity (other than dividends) and preference of servicing any costs exclude to elements. any bonus for adjusted shares, number of ordinary average weighted o) adjusted entity, of the parent to members attributable loss or as net profit is calculated share Basic earnings per Cash flows are presented in the statement of cash flows on a gross basis. The GST/VAT component of cash flows flows cash component of basis. The GST/VAT gross on a cash flows of statement in the presented are Cash flows taxation authority is to, the or payable from, recoverable which is and financing activities investing arising from cash flows. as operating classified n) in the and payables Receivables of GST/VAT. net of the amount recognised are and assets expenses Revenues, of GST/VAT. inclusive shown are of financial position statement recognised on a proportional basis using the effective interest rate method. All revenue is stated net of the the of net stated is revenue All method. rate interest effective the using basis proportional a on recognised (GST). tax goods and services amount of Revenue m) Revenue is revenue Interest customers. to of goods the delivery upon goods is recognised of the sale from Revenue NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PAGE 42. t) of financialposition. Non-current assets classified as held for sale are presented separately from the otherassets in the statement classified asheld for sale continue to be recognised. they are classified asheld for sale. Interest andother expenses attributable to theliabilitiesofadisposalgroup Non-current assets (including those that are part of a disposal group) are not depreciated or amortised while the sale ofthenon-current asset isrecognised atthedate ofderecognition. of anycumulative impairmentloss previously recognised. Againorloss notpreviously recognised bythedate of sell. Againisrecognised for anysubsequentincreases infair value less costs to sellofanasset, butnotinexcess An impairmentloss isrecognised for anyinitialorsubsequentwrite-down oftheasset to fair value less costs to at thelower oftheircarrying amountandfair value less costs to sell. sale transaction rather thanthrough continuing useandasale isconsidered highly probable. They are measured Non-current assets are classified asheld for sale iftheir carrying amountwillbe recovered principally through a s) z z z z z z impact ofthesenew standards andinterpretations issetoutbelow. 2012 reporting periods and have not yet been applied in the financial report. The Group’s assessment of the Certain new accounting standards andinterpretations have beenpublishedthatare notmandatory for 30June w) financial year beginning1July 2011thathave beenadopted bythegroup. There have beennonew standards andamendmentsto standards thatwere mandatory for thefirst time for the v) model. Refer to note 17for details onthecalculation ofshare basedpayments. applying anestimated probability thatthey willvest. Thefair value isdetermined byusingaBlack-Scholes employees byreference to thefair value oftheequityinstruments atthe date atwhichthey are granted and The consolidated entitymeasures thecost ofequity-settled transactions withNon-executive directors and Share BasedPayments affecting assets orliabilitieswhichare subjectto significant accounting estimates andjudgementsare setoutbelow. on current trends andeconomic data, obtained bothexternally andwithintheentity. Asat30June2012,theonly items and the best available current information. Estimates assume a reasonable expectation of future events and are based The Directors evaluate estimates andjudgementsincorporated into thefinancial report basedonhistorical knowledge u) presentation for thecurrent financial year. Where required byAccounting Standards, comparative figures have beenadjusted to conform to changesin z z z z z z leave provision amountsthatare non-current. Kasbahwillapply thisfrom 1July 2013. will infuture bediscounted whencalculating leave liability. Thisstandard hasnoimpactasthere are noannual calculating theleave liabilities. Annualleave not expected to be usedwithin12monthsofend ofreporting period within 12monthsafter theendofreporting periodare short-term benefits,andtherefore not discounted when AASB 119Employee benefits expected to besettled (asopposed to due to besettled undercurrent standard) recognised atfair value. KasbahResources iscontinuing to assess theimpactofstandard. 2013). AASB13establishes asingle framework for measuringfair value offinancialandnon-financial items AASB 13Fair Value Measurement (effective for annualreporting periods commencing on orafter 1 January AASB 127and128.Kasbah Resources iscontinuing to assess theimpactofstandard. under thetwo new standards, AASB10and11,replaces thedisclosure requirements currently found in AASB 12Disclosure ofInterest inOtherEntities.AASB12setsouttherequired disclosures for entitiesreporting and obligationsoftheagreement. KasbahResources iscontinuing to assess theimpactofstandard. 2013). AASB11changestheclassification andaccounting for jointarrangements basedonthespecifiedrights AASB 11JointArrangements (effective for theannualreporting periods commencing onorafter 1January to assess theimpactofstandard. of defacto control andchangesinrelation to thespecialpurposeentities.KasbahResources iscontinuing 1 January 2013).AASB 10 introduces certain changes to the consolidation principles, including the concept AASB 10Consolidated FinancialStatements (effective for annualreporting periodscommencing onorafter financial assets andfinancialliabilities.KasbahResources is continuing to assess theimpactof standard. periods beginning on or after 1 January 2015). AASB 9 addresses the classification, measurement and derecognising of 9 andAASB2010-7Amendmentsto Australian Accounting Standards arisingfrom AASB9(effective for annualreporting AASB 9FinancialInstruments andAASB2009-11Amendmentsto Australian Accounting Standards arisingfrom AASB Comparative Figures Non-current assets heldfor sale New accounting standards andinterpretations notyet adopted New andamendedstandards adopted bytheGroup Critical Accounting Estimates andSignificant Judgements NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PAGE 43. - - $ $ 7,331 80,178 98,808 57,338 2011 2011 875,437 165,173 165,173 176,370 183,701 1,140,460 1,197,798 Consolidated Consolidated - $ $ 17,165 39,209 2012 2012 878,386 112,012 149,233 191,710 278,300 317,509 2,500,000 2,708,875 2,133,035 2,133,035 Plant and equipment Amortisation - Software Value Added Tax Receivable Added Tax Value * expenditure and evaluation Exploration Proceeds from Toyota Tsusho Toyota from Proceeds Other Revenue Interest revenue Interest Depreciation and amortisation and Depreciation Rental expenses relating to operating leases operating to relating expenses Rental expense Superannuation Loss before income tax includes the following items: following includes the tax income before Loss Sale of drilling consumables of drilling Sale Other revenue Impairment of other assets Impairment of other assets
2. REVENUE 3. EXPENSES * Refer to note 10 for details of Exploration and Evaluation Expenditure impairment Expenditure and Evaluation of Exploration details 10 for note to * Refer NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PAGE 44. z z z authorities. Thebenefitsofdeferred tax assets notbrought to account willonly bebrought to account if: recovery ofthoselosses issubject to theCompany satisfyingtherequirements imposedbytheregulatory taxation Unused tax losses for whichnodeferred tax asset hasbeenrecognised have notbeendisclosed asthefuture Tax Losses 4. Offset byDeferred Assets notrecognised Temporary differences e) Offset byDeferred Assets notbrought to account Liabilities recognised d) Tax losses -Revenue Temporary differences c) temporary difference Deferred tax assets notbrought to account ontax losses and R&D tax offsetpayment taxable income Tax effect ofamountsnotdeductible (taxable) incalculating Tax atthetax rate 30%(2011:30%) Profit/(Loss) before income tax expense b) a) z z z no changesintax legislation adversely affect theCompanyinrealising thebenefit. the conditions for deductibilityimposedbytax legislation continue to becomplied with;and future assessable income isderived ofanature andofanamountsufficient to enable thebenefit tobe realised; INCOME TAX EXPENSE Deferred Tax Liabilities Offset against Deferred Tax Deferred Tax Assets Reconciliation ofincome tax expense to primafacia tax payable: Deferred tax Current tax Income tax expense (benefit) (13,759,186) 11,673,911 11,733,881 11,635,817 (4,127,756) 4,012,439 (191,106) (191,106) (191,106) (191,106) 2012 115,317 (59,970) (59,970) 98,064 59,970 $ - - Consolidated (11,335,286) (3,400,586) 3,323,687 7,504,284 7,608,824 7,529,849 (104,540) (104,540) 104,540 2011 78,975 76,899 $ ------NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PAGE 45. - $ $ $ 38,500 27,903 66,403 101,095 2011 2011 2011 2,977,343 18,873,508 21,850,851 21,850,851 21,850,851 Consolidated Consolidated Consolidated - $ $ $ 52,218 18,089 70,307 24,316 2012 2012 2012 4,546,766 14,094,882 18,614,648 18,641,648 18,641,678 Reconciliation to cash at the end of the year at the end of cash to Reconciliation CASH AND CASH EQUIVALENTS AND CASH CASH REMUNERATION OF AUDITORS REMUNERATION Balances as above Balances Bank overdrafts flows of cash per statement Balances Cash at bank and in hand deposits at call Short-term Amounts received, or due and receivable, for taxation and other services by: services and other taxation for receivable, or due and Amounts received, Pty Ltd to BDO Audit (WA) companies Affiliated Remuneration of other auditor for subsidiaries for of other auditor Remuneration Audit services for remuneration Total Audit Services Audit Services Pty Ltd Audit (WA) of the Company – BDO Auditors end of the reporting period is the carrying amount of each class of cash and cash equivalents mentioned above. equivalents and cash of cash amount of each class period is the carrying end of the reporting Risk Exposure: the at risk credit to exposure maximum The 22. note in disclosed is risk rate interest to exposure Groups’ The The above figures are reconciled to cash at the end of the financial year as shown in the statement of cash flows flows cash of statement in the year as shown cash at the end of the financial to reconciled are figures The above as follows: a) 6. 5. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PAGE 46. current asset heldfor sale. probable the asset willberealised through asale rather than continuing use,the asset wasreclassified asanon- for furtherdetails). Subsequently theCompany decidedto divest theTamlalt exploration permits.Asitishighly Capitalised exploration andevaluation costs associated withtheTamlalt gold project wasimpaired (seenote 10 During the2011financial year theBoard madethedecision to focus ontheCompany’s Achmmach tinproject. 8. been treated asimpaired. sufficient revenue inthenext twelve months to recoup the VAT andassuchthewhole ofthe VAT receivable has VAT. TheCompanyhasdetermined thatatthisstage ofexploration itisnotprobable thatitwould generate against generation ofrevenue inatwelve monthrolling periodfor whichtheGroup would berequired to remit As at30June2012theGroup hadVAT receivable inMorocco of$2,275,650(2011:$287,738).The VAT isrecoverable Impaired VAT Receivable approximates fair value andnoallowance hasbeenmadefor non-recovery. Refer Note 22for theGroup entity’s credit riskpolicy. Thecarrying amountoftrade andotherreceivables balances were past theirduedate at30June2012(2011:Nil)andhence noimpairmenthasbeenrecognised. As at30June2012thetrade debtors oftheGroup were $44,778(2011:Nil).Notrade andotherreceivables 7. Tamlalt permitsheldfor sale Current Total provision for impairment ofVAT Impairment recognised for theyear Opening balance impairmentofVAT Closing balance ofVAT receivable VAT receivable for year Opening balance VAT receivable Impairment ofVAT VAT receivable Prepayments Income tax receivable Trade andotherreceivables Current NON-CURRENT ASSETS CLASSIFIED ASHELDFOR SALE TRADE ANDOTHER RECEIVABLES (2,275,650) (2,275,650) (1,987,912) 1,755,417 2,275,650 1,414,424 2,275,650 1,987,912 (287,738) 149,887 191,106 287,738 2012 2012 2012 Consolidated $ $ $ 1 1 Consolidated Consolidated (287,738) (287,738) (230,400) 697,338 287,738 624,411 287,738 230,400 (57,338) 2011 2011 2011 72,927 57,338 $ $ $ 1 1 - NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PAGE 47. - - - - $ $ (7,352) (7,325) (2,404) (9,731) 2011 2011 51,373 65,384 75,115 65,384 (76,466) (27,200) (68,206) 821,007 938,006 624,717 207,372 130,906 322,525 463,635 624,717 109,137 130,906 133,590 (313,289) (146,766) Consolidated Consolidated - - - $ $ 2012 2012 83,383 95,285 65,384 57,208 83,383 (52,086) (32,944) (21,893) (11,289) (33,910) (39,209) 764,412 192,043 159,099 624,717 436,172 764,412 190,798 130,906 159,099 (244,391) (536,203) (107,415) 1,006,894 1,300,615
PROPERTY, PLANT AND EQUIPMENT EQUIPMENT PLANT AND PROPERTY, Total motor vehicles at net book value at net book value vehicles motor Total Motor vehicles – at cost – at cost vehicles Motor depreciation Accumulated Less: Less: Accumulated depreciation depreciation Accumulated Less: book value plant and equipment at net Total Plant and equipment – at cost – at cost Plant and equipment 9. Carrying amount at end of year Carrying amount at end of year Vehicles Motor Movement due to foreign exchange foreign due to Movement Depreciation Carrying amount at beginning of year Additions Disposals Plant and Equipment Reconciliations of the carrying amounts for each class of property, plant and equipment are set out below: set out plant and equipment are of property, each class amounts for of the carrying Reconciliations Total Property Plant and Equipment Property Total Reconciliations Total computer software at net book value value at net book software computer Total Computer software – at cost – at cost software Computer amortisation Accumulated Less: Computer Software Software Computer Movement due to foreign exchange foreign due to Movement Depreciation Carrying amount at end of year Carrying amount at beginning of year Carrying amount at beginning of year Additions Disposals Movement due to foreign exchange foreign due to Movement Amortisation Carrying amount at end of year Carrying amount at beginning of year Carrying amount at beginning of year Additions Disposals NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PAGE 48. b) a) 11. b) a) Information abouttheGroup’s exposure to foreign exchange riskisprovided innote 22. Risk exposure: 10. Other payables (b) Non-Current Other payables andaccruals (a) Trade payables Current Total exploration andevaluation expenditure Reclassification asanasset held for sale Movement dueto foreign exchange Capitalised borrowing costs Exploration andevaluation expenditure written-off (b) Acquisition ofexploration property (a) Balance atbeginningofyear Exploration and/orevaluation phase Costs carried forward inrespect ofareas ofinterest in:
TRADE ANDOTHER PAYABLES EXPLORATION ANDEVALUATION EXPENDITURE Achmmach TinProject (refer a)iabove) ii) i) been discounted to fair value atthereporting date inaccordance withaccounting standards. completed on9May2012.Theacquisitioncost oftheAchmmachpermitsandcorresponding liabilityhave title to thepermitstransferring after thefirst payment,whichwasmadeinOctober 2011.Thetransfer was US$5,000,000 (exclusive oftaxes). Thetotal consideration isto bepaidinfive equalannualinstalments with wholly owned Moroccan subsidiary. Thetotal consideration for thetransfer oftwo miningpermitswas Energy, Mines,Water andEnvironment for thetransfer of100%theAchmmachTinProject to Kasbah’s The otherpayables balance includesthe remaining paymentsowing inrelation to theacquisition ofthe The otherpayables andaccruals balance hasincreased significantly duringthe year asa result of: The comparative periodfor theyear ended30June2011reflects thewritingdown ofthe Tamlalt Goldproject. In August 2011theCompanyannounced thatithadreceived approval from theMoroccan Ministry for be satisfiedbytheCompanyatitselection through either cash orshares intheCompany. payments andacquire theirfull20%interest intheAchmmach project. Payment ofthe$2,500,000can and hasbeenincludedasacurrent liability;and each have been discounted to fair value as at 30 June 2012. The next instalment is due in May 2013 with the outstanding purchase consideration. The remaining 4 annual instalments of US$1,000,000 the possible paymentto Toyota Tsusho Corporation of$2,500,000shouldthey elect notto make further the acquisition of the Achmmach Tin Project (refer note 10) and recognition of the liability associated 4,056,911 3,802,176 3,061,158 3,061,158 6,043,382 5,307,370 254,736 736,012 2012 2012 $ $ - - - (1) Consolidated Consolidated (1,140,460) 1,140,461 1,070,668 433,975 636,693 2011 2011 $ $ ------(1) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PAGE 49. - - - - 50,000 $ 130,000 160,000 2011 $ 8,999,422 8,400,000 (1,499,050) 48,838,722 12,600,000 48,838,722 19,998,350 2011 20,651 20,651 ------50,000 50,000 $ Consolidated 2012 5,725,000 1,812,500 56,476,222 56,746,222 48,838,722 Consolidated $ 2012 42,933 42,933 - - - - - 800,000 500,000 650,000 2011 Number 52,500,000 37,497,590 35,000,000 of Shares 364,292,596 364,262,596 237,315,006 ------Consolidated 500,000 500,000 2012 7,250,000 Shares 22,900,000 395,412,596 395,412,596 364,262,596 Number of NON-CURRENT LIABILITIES – PROVISIONS LIABILITIES NON-CURRENT Issued capital at end of period capital Issued Exercise of options at 25c (May 2012) Exercise of options at 25c (Jun 2012) Exercise Exercise of options at 10c (Mar 2012) of options at 10c Exercise (Apr 2012) of options at 10c Exercise Exercise of options at 10c (Mar 2011) of options at 10c Exercise (Mar 2011) of options at 20c Exercise Exercise of options at 20c (Feb 2011) (Feb of options at 20c Exercise Share issues pursuant to Share Purchase Plan Purchase Share to pursuant issues Share Raising Costs Capital Less Share placement at 24 cents (Oct 2010) -Tranche 1 (Oct 2010) -Tranche at 24 cents placement Share 2 (Dec 2010) -Tranche at 24 cents placement Share Movements in ordinary share capital capital share in ordinary Movements year the financial at the beginning of Balance Issued and Paid-up Capital and Paid-up Issued paid fully shares, Ordinary Employee benefits – long service leave long service benefits – Employee There were no changes in the Group’s approach to capital management during the year. Neither the Company nor Neither the Company nor management during the year. capital to approach no changes in the Group’s were There requirements. imposed capital externally subject to any of its subsidiaries are and to sustain future development of the business. As a junior explorer the Board does not establish a target a target does not establish the Board a junior explorer As of the business. development future sustain and to support ongoing to balances cash of strong the maintenance management requires Capital on capital. return expenditure. exploration Capital Management Capital confidence and market creditor investor, maintain base so as to capital a strong maintain policy is to The Board’s Options have no voting rights and upon exercise each option is converted to an ordinary share. The Company has The Company has share. an ordinary to each option is converted rights and upon exercise no voting Options have shares. nor any par value no authorised capital in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. In the event of winding In the event one vote. to is entitled and upon a poll each share one vote, to is entitled or by proxy, in person of liquidation. any proceeds to entitled and are creditors after rank shareholders ordinary up of the Company, the amount of its authorised capital. a limit to have and the Company does not therefore no par value have shares Ordinary Terms and Conditions Terms one to entitled time and are time to from dividends as declared receive to entitled are shares of ordinary Holders meeting a at present shares ordinary of holder every hands of show a On meetings. shareholders’ at share per vote CONTRIBUTED 13. CONTRIBUTED EQUITY 12. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PAGE 50. Detailed remuneration disclosures are provided intheremuneration report onpage19. paid $23,200(2011:$52,690)duringtheyear for secretarial andsupportservices to Kasbahpertaining to the A Director, Mr Wayne Bramwell, is a Director and shareholder of Sabre Ventures Pty Ltd (Sabre). Sabre was Transactions between partiesare onnormalcommercial terms andconditions unless otherwisestated. a) 15. ii) i) Nature and purposeofreserves 14. RESERVES Remuneration ofDirectors andotherKey ManagementPersonnel: a) 16. (2011: $2,453,051). During theyear ended30June2012theparent entityadvanced loans to itssubsidiariesof$9,713,720 b) At 30June2012$175,048waspayable to MiningOnePtyLtd(2011:$0). paid $454,826(2011:$0)duringtheyear for consultancy andengineering designservices provided to Kasbah. A Director, MrGaryDavison,isaDirector andshareholder ofMiningOnePtyLtd(MiningOne).was Moroccan entity. At30June2012$0waspayable to Sabre Ventures PtyLtd(2011:$1,430). Share basedpayments Long term employment benefits Post employment benefits Short-term employee benefits
KEY MANAGEMENT PERSONNEL RELATED PARTY DISCLOSURES Transactions withDirectors’ related entities Remuneration ofKey ManagementPersonnel Balances WithControlled Entities translation reserve, asdescribedinnote 1(i). Exchange differences arisingontranslation oftheforeign controlled entitiesare taken to theforeign currency Foreign Currency Translation Reserve The share basedpaymentreserve isusedto recognise thefair value ofoptionsissued butnotexercised. Share basedpaymentreserve
1,476,571 1,076,345 268,557 119,204 12,465 2012 $ Consolidated 1,308,258 221,861 106,959 974,038 2011 5,400 $
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PAGE 51. ------Balance Balance 2,000,000 1,000,000 3,000,000 2,000,000 1,000,000 1,000,000 4,000,000 Unvested Unvested ------Vested Balance Balance 2,000,000 1,875,000 1,875,000 5,750,000 2,000,000 2,000,000 Vested and Vested exercisable ------4,000,000 1,875,000 1,875,000 1,000,000 8,750,000 4,000,000 1,000,000 1,000,000 6,000,000 Held at 30 Held at 30 June 2011 June 2012 ------Other Other (500,000) (3,325,000) (1,500,000) (1,000,000) (5,825,000) Changes * Changes * (4,000,000) (1,875,000) (1,875,000) (8,250,000) ------(500,000) (500,000) 1,950,000 Exercised Exercised ------6,000,000 4,000,000 1,000,000 1,000,000 Granted asGranted Granted asGranted Remuneration Remuneration - - - - 1,875,000 3,325,000 1,000,000 1,500,000 1,000,000 4,000,000 1,875,000 8,750,000 4,000,000 1,875,000 1,875,000 1,000,000 Held at 1 Held at 1 July 2011 July July 2010 July 14,575,000
Equity Instruments Disclosures Relating to Key Management Personnel Management Key to Relating Disclosures Equity Instruments Jeffrey Lindhorst no longer meets the definition for disclosure as a key management person. management as a key disclosure for the definition meets Lindhorst no longer Jeffrey The amount shown under Other Changes includes an amount to reduce the holding to zero upon resignation of of upon resignation zero the holding to reduce to under Other Changes includes an amount shown The amount Chris Bolger no longer meets the definition for disclosure as a key management person. management as a key disclosure for the definition meets Chris Bolger no longer The amount shown under Other Changes includes an amount to reduce the holding to zero upon the expiration of options. of expiration upon the zero the holding to reduce to under Other Changes includes an amount shown The amount the person during the year. the person during the year. Trevor Hart Trevor Total Trevor O’Connor Trevor Lindhorst Jeffrey KMP Kitney Mike Chris Bolger Graeme Walker Graeme Rodney Marston Rodney Robert Weinberg 2011 Directors Bramwell Wayne Trevor O’Connor Trevor Total KMP Kitney Mike Chris Bolger Robert Weinberg Wayne Bramwell Wayne Marston Rodney 2012 Directors
*
All vested options are exercisable at the end of the year. exercisable options are All vested * The numbers of options over ordinary shares in the Company held during the financial year by each director of of director year by each the financial held during in the Company shares ordinary options over of The numbers related personally their including group, the of personnel management key other and Limited Resources Kasbah set out below: parties, are b) Rights Holdings: Options and NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PAGE 52. d) Loans * * Refer to Note 17for theshare basedpaymentsto key managementpersonnel. Refer to Note 15for details ofothertransactions withkey management personnel. e) There were no loans to key management personnel at theyear end. below. There were noshares granted duringthereporting periodascompensation. Limited andotherkey managementpersonnel ofthegroup, includingtheirpersonally related parties,are setout The numbers ofshares intheCompanyheldduringfinancial year byeachdirector ofKasbahResources c) Shareholdings: Total Trevor Hart* Jeffrey Lindhorst * Trevor O’Connor Chris Bolger Mike Kitney KMP Graeme Walker * Ian McCubbing Robert Weinberg Rodney Marston Wayne Bramwell Michael Spratt Directors 2011 Total Trevor O’Connor Chris Bolger* Mike Kitney KMP Ian McCubbing Robert Weinberg Rodney Marston Wayne Bramwell Michael Spratt Directors 2012 Trevor Hart’s balance reduced to zero uponresignation duringtheyear. Jeffrey Lindhorstnolonger meets thedefinition for disclosure asakey management person. Walker’sGraeme balance reduced to zero uponresignation duringtheyear. Chris Bolgernolonger meets thedefinition for disclosure asakey management person. Other Transactions withkey managementpersonnel
1 July 2010 1 July 2011 12,668,472 12,926,650 1,480,000 9,833,472 1,479,244 9,857,412 Held at Held at 515,000 200,000 475,912 400,000 440,000 224,004 648,412 41,666 ------
year ontheexercise of year ontheexercise of Received duringthe Received duringthe options options ------Other changes Other changes (515,000) (400,000) (41,666) 258,178 224,004 200,000 648,412 55,534 41,666 97,200 35,912 23,940 ------(756) 30 June2012 30 June2011 12,982,184 12,926,650 1,479,244 9,857,412 1,479,244 9,857,412 Held at Held at 321,204 200,000 475,912 648,412 224,004 200,000 475,912 648,412 41,666 ------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PAGE 53. ------750,000 2,500,000 2,000,000 5,250,000 Unvested - - - - - 250,000 4,250,000 2,000,000 1,000,000 1,000,000 Vested issue at end of year issue at Number of options on ------(500,000) (500,000) Options (1,000,000) exercised ------(749,250) Options (5,625,000) (4,000,000) cancelled (10,374,250) ------Options granted 6,500,000 2,500,000 4,000,000
- - 749,250 500,000 5,625,000 4,000,000 1,000,000 1,000,000 1,500,000 of year 14,374,250 options at beginning Number of $0.25 $0.25 $0.25 $0.35 $0.25 $0.10 $0.10 $0.25 $0.25 price Exercise Exercise the Kasbah share price trading at no less than 37.5 cents for five consecutive trading days. trading consecutive five for 37.5 cents than at no less trading price the Kasbah share of the options; and of issue the date the Company from to 24 months service days. trading consecutive five for 50 cents than at no less trading price the Kasbah share 12 months service to the Company from the date of issue of the options; and of issue the date the Company from to 12 months service 20% of the options were exercisable on issue; and and on issue; exercisable 20% of the options were of the and each subsequent anniversary anniversary the first from exercisable 20% of the options were appointment. Director’s 1/3 of the options were exercisable on issue; on issue; exercisable 1/3 of the options were and date; of the issue anniversary the first from exercisable 1/3 of the options were date. of the issue anniversary the second from exercisable 1/3 of the options were 26 Aug 2014 2014 24 Nov 1 May 2013 11 Jul 2013 5 Jan 2015 5 Oct 2015 Expiry date 1 Jul 2011 2011 15 Nov 2011 15 Nov z z z z z z z z z SHARE BASED PAYMENTS EMPLOYEE BENEFITS BENEFITS EMPLOYEE BASED PAYMENTS SHARE 9,000,000 options were issued in 2006 to the executive Directors and the Chief Financial Officer with an with an Officer Financial Chief the and Directors executive the to 2006 in issued were 9,000,000 options conditions: vesting following of 4,500,000 options had the tranche The first 5,625,000 options were issued in 2006 to the Directors with an exercise price of 25 cents and expiry date of 15 of 15 date and expiry of 25 cents price with an exercise the Directors in 2006 to issued 5,625,000 options were 1,125,000 options were issued in 2008 to a Director with an exercise price of 25 cents and expiry date of 1 July of 1 July date and expiry of 25 cents price with an exercise a Director in 2008 to issued 1,125,000 options were z conditions: vesting of 4,500,000 options had the following tranche The second z z date. expiry their at unexercised were they after cancelled were options 4,000,000 remaining all year the During During the year all of these options were cancelled after they were unexercised at their expiry date. at their expiry unexercised were they after cancelled all of these options were During the year 2011. of 15 November date and an expiry of 25 cents price exercise z November 2011. The options are exercisable on the following basis; basis; on the following exercisable 2011. The options are November z z 2011. The options were exercisable on the following basis; basis; on the following exercisable 2011. The options were z z z conditions. meet vesting to failure due to cancelled 749,250 options were all remaining During the year (i) (f) (c) (a) (e) (g) (b) (d) (h) Ref
(c) (b) The following share-based payment arrangements existed during the financial year: during the financial existed arrangements payment share-based The following (a) out below. There are no voting rights attached to the options. the options. to rights attached voting no are There set are during the year periods and movements the beginning and end of the reporting of options as at Details the Board. the employee’s of termination upon or date their expiry the earlier of on expire options employee unvested All employment. Under the Company’s Incentive Option Scheme all options issued can be exercised to acquire one ordinary share. share. ordinary one acquire to be exercised can options issued Option Scheme all Incentive Company’s Under the of discretion at the granted are options Share Directors. by the is determined of the options price The exercise 17. nil). year (2011: the financial during employees to options 6,500,000 new granted The Company NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PAGE 54. differences between share prices multipliedbyanannualisationfactor. The annualisedhistorical volatility ofshare prices iscalculated asthestandard deviation ofthe log ofthe weighted average remaining life of2.12years (2011:1.09years). The options outstanding at 30 June 2012 had a weighted average exercise price of $0.245 (2011: $0.236) and a was $0.30(2011:$0.32). The weighted average share price atthedate ofexercise ofoptionsexercised duringtheyear ended30June2012 calculated. Thefollowing assumptions were used: Using aBlack-Scholes optionvaluation methodology, thefair values oftheoptionsissued in2012(2011:nil)were (i) (h) (g) (f) (e) (d) Risk free interest rate Expected dividend Expiry date Expected volatility Exercise price Share price Grant date Input z z cents andanexpiry date of24November 2014.Theoptionsare exercisable onthefollowing basis: z z expiry date of26August 2014.Theoptionsare exercisable onthefollowing basis: During theyear 500,000optionswere exercised. z z expiry date of5October 2015.Theoptionsare exercisable onthefollowing basis: During theyear theremaining 500,000optionswere exercised. z z expiry date of5January2015.Theoptionsare exercisable onthefollowing basis: z z date of11July 2013.Theoptionsare exercisable onthefollowing basis: z z 1 May2013.Theoptionsare exercisable onthefollowing basis: 4,000,000 optionswere issued in2011to theManagingDirector oftheCompanywithan exercise price of25 2,500,000 optionswere issued in2011to employees oftheCompanywithanexercise price of25cents andan 1,500,000 optionswere issued in2010to employees oftheCompanywithanexercise price of10cents andan 1,500,000 optionswere issued in2010to employees oftheCompanywithanexercise price of10cents andan 1,000,000 optionswere issued to anemployee during2008withanexercise price of25cents andanexpiry 1,000,000 optionswere issued in2008to anemployee withanexercise price of35cents andanexpiry date of z z z z z z z z z z z z 50% are exercisable from thesecond anniversary ofissue date. 50% were exercisable from thefirst anniversary ofissue date; and 50% oftheoptionswere exercisable from thesecond anniversary oftheissue date. 50% oftheoptionswere exercisable from thefirst anniversary oftheissue date; and 50% oftheoptionswere exercisable from 31December 2008. 50% oftheoptionswere exercisable from thedate ofissue oftheoptions;and 50% are exercisable from thefirst anniversary ofissue date. 50% are exercisable from theissue date 50% are exercisable from thesecond anniversary ofissue date. 50% were exercisable from thefirst anniversary ofissue date; and 50% are exercisable from thesecond anniversary oftheissue date. 50% are exercisable from thefirst anniversary oftheissue date; and 24 November 2014 24 November 2011 73.33% $0.250 $0.165 Value 3.07% Nil 26 August 2014 26 August 2011 58.11% $0.250 $0.170 Value 3.81% Nil NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PAGE 55.
91 - - - - $ $ (13,178) 2011 875,437 875,437 875,437 491,049 2011 0.227 0.174 0.237 0.240 0.256 (748,458) (329,684) (748,458) 1,248,600 1,248,600 (1,091,319) (9,540,912) (9,540,912) (2,669,902) Weighted Weighted 23,369,197 21,629,548 (11,335,286) Average Price Average
Consolidated - $ - - - (42,933) 2012 539,088 878,386 878,386 878,386 6,386,565 6,386,565 2,693,082 (6,104,926) (2,999,614) (9,147,473) (6,104,926) 10,624,250 14,374,250 10,624,250 (3,036,293) (1,950,000) (5,875,750) 25,460,871 18,535,218 of Options (14,103,255) (14,103,255) (13,568,080) 2011 Number 2011 Number
- $ 0.25 0.25 0.227 0.303 0.245 0.265 Average Price Average 2012 Weighted 2012 Weighted
- 9,500,000 4,250,000 6,500,000 (1,000,000) 14,374,250 of Options (10,374,250) 2012 Number 2012 Number Corporate expenses Corporate revenue Interest SEGMENT INFORMATION PROVIDED TO THE BOARD: THE TO PROVIDED INFORMATION SEGMENT Payables Provisions of financial position liabilities as per statement Total Reconciliation of reportable segment liabilities to total liabilities is as follows: total segment liabilities to of reportable Reconciliation Segment Liabilities Unallocated Unallocated Interest Reconciliation of revenue from external customers to total revenue is as follows: revenue total to customers external from of revenue Reconciliation Segment Revenue Reportable segment loss Reportable segment assets Reportable segment liabilities Reportable Revenue from external customers external from Revenue Exercisable at year end at year Exercisable Exercised Expired end at year Outstanding Granted Forfeited Outstanding at the beginning of the year at the Outstanding Other of financial position per statement as assets Total Segment Assets Unallocated Cash Other operations continuing from tax income before Loss is as follows: assets total to segment assets of reportable Reconciliation Unallocated Reconciliation of reportable segment loss to operating loss before income tax is as follows: tax income before loss operating to segment loss of reportable Reconciliation segment reportable for loss Total Total revenue as per continuing operations per continuing as revenue Total This internal reporting framework is the most relevant to assist the Board with making decisions regarding the the with making decisions regarding Board the assist to relevant is the most framework reporting This internal activities. exploration and its ongoing Group As the Company is focused on mineral exploration, the Board monitors the Company based on actual versus Company based on actual versus the monitors the Board exploration, on mineral As the Company is focused of interest. by area incurred expenditure exploration budgeted 18. SEGMENT INFORMATION in Morocco. exploration segment, being mineral that the Company has one reportable has determined The Board NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PAGE 56. 19. (Increase)/Decrease inAssets change inassets andliabilities Net cash utilisedinoperating activities before Add/(less) items classified asinvesting/financing activities Profit/(Loss) after income tax (b) Cash assets (a) Net cash utilisedinoperating activities Net Exchange Differences Payables Increase/(Decrease) inLiabilities Receivables NOTES TO STATEMENTS OFCASH FLOWS Reconciliation ofprofit/(loss) after income tax to net cash provided byoperating activities Reconciliation ofCash Depreciation Impairment ofexpenses Gain/(Loss) onsale ofnon-current assets Revenue from Toyota Tsusho Option basepaymentexpense (15,435,448) (13,568,080) (13,313,434) 18,641,648 (2,500,000) 2,101,511 2012 312,329 317,509 (33,874) 54,377 $ - 2,794 Consolidated (11,335,286) (10,094,782) 21,850,851 (9,723,472) 1,172,947 (702,454) 2011 255,166 183,701 369,963 (38,819) $ - - NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PAGE 57. - $ 20,651 193,589 869,440 890,091 2011 (3.61) (3.61) Cents 2011 2,759,020 23,002,765 23,196,354 48,838,722 22,306,263 (12,263,934) (12,263,834) (29,291,479) (11,335,286) 313,793,097 Parent Parent - 2012 (3.68) (3.68) $ Cents 302,559 2012 1,268,436 5,042,933 6,311,369 3,071,349 (13,568,080) 368,323,829 19,196,676 19,499,235 56,476,222 13,187,867 (17,068,225) (17,068,225) (46,359,704) (LOSS) PER SHARE (LOSS) PARENT ENTITY INFORMATION INFORMATION ENTITY PARENT Loss for the year for Loss income Other comprehensive Total equity Total Contributed equity Contributed losses Accumulated Option reserve Total liabilities Total Current liabilities Current liabilities Non-current Non-current assets Non-current assets Total Current assets Current and diluted loss per share per loss and diluted EPS to attributed Net (loss) Weighted average number of ordinary shares used in the calculation of basic of basic used in the calculation shares number of ordinary average Weighted Basic earnings / (loss) per share (cents per share) (cents per share Basic earnings / (loss) per share) (cents per share earnings / (loss) Diluted Total comprehensive loss for the year for loss comprehensive Total 21. the contractual commitments for the Group. for commitments the contractual There are no contingent liabilities of the parent entity. liabilities of the parent no contingent are There as the same 24 which are in Note those as contained are of the Parent commitments of the contractual Details The parent entity has not entered into any guarantees with its subsidiaries. with its subsidiaries. any guarantees into has not entered entity The parent presented has been prepared using consistent accounting policies as presented in Note 1. in Note policies as presented accounting using consistent has been prepared presented 20. 30 June 2012. The information at Limited, Resources Kasbah entity, the parent to relates information The following NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PAGE 58. circumstances thatcannot reasonably bepredicted, suchasnatural disasters. period of60days,includingtheservicingfinancialobligations, this excludes thepotential impactof extreme Typically theGroup ensures thatithassufficient cash ondemand to meet expected operational expenses for a The decisiononhow theCompanywillraise future capital willdependonmarket conditions existing atthattime. actual cash flows. The Group managesliquidityriskbymaintaining adequate reserves by continuously monitoring forecast and damage to theGroup’s reputation. when they fall due,underbothnormaland stressed conditions, withoutincurringunacceptable losses orrisking Group’s approach to managingliquidityisto ensure thatitwillalways have sufficientliquidity to meetitsliabilities Liquidity riskisthethatGroup willnot beable to meetitsfinancialobligationsasthey fall due.The Liquidity risk through regular reviews oftherisks. framework. Managementmonitors andmanagesthefinancialrisks relating to theoperations oftheGroup The Board ofDirectors hasoverall responsibility for theestablishment andoversight oftheriskmanagement and processes for measuringandmanagingrisk,themanagementofcapital. This note presents information abouttheGroup’s exposure to eachoftheabove risks,theirobjectives, policies z z z The Group hasexposure to thefollowing risksfrom theiruseoffinancialinstruments: Overview Financial RiskManagement 22. receivables beingpast dueorimpaired. TheGroup’s maximumexposure to credit riskatthereporting date was: The carrying amountoftheGroup’s financialassets represents themaximumcredit exposures, withnoneofthe Exposure to Credit Risk suppliers ofservices to theGroup andtherefore isnotexposed to credit riskinrelation to trade receivables. The Group operates intheminingexploration sector, hasonly minortrade receivables whoare alsomajor Other receivables requirements are maintained inMorocco. with financialinstitutions whichhave A+credit ratings. Sufficientfunds to cover only onequarter’s funding In Australia fundsare deposited withfinancialinstitutions whichhave AAcredit ratings andinMorocco meet itscontractual obligations,andarisesprincipally from theGroups’ surpluscash investments. Credit riskistheoffinancial loss to theGroup ifacustomer or counterparty to afinancialinstrument fails to Credit risk Cash andcash equivalents Trade andotherreceivables z z z market risk liquidity risk credit risk FINANCIAL RISKMANAGEMENT OBJECTIVES ANDPOLICIES 18,641,648 495,743 2012 $ Consolidated 21,850,851 552,373 2011 $ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PAGE 59.
------$ GBP 5 Years (54,934) (54,934) More than More
1,278 2,160 3,777 5,493 10,354 - - 209,799 - - $ EUR Profit or loss or Profit (37,768) (37,768) 2,493,707 2,493,707 2-5 Years 30 June 2011
- - - $ USD 115,790 (219,334) (103,544) 1,159,269 1,159,269 1-2 Years
------$ GBP Equity (21,603) (21,603) 1,159,269 1,159,269 6-12 Mths
- - $ EUR (12,783) (12,783) 6 Mths or less 812,586 812,586 2,154,770 2,154,770 30 June 2012
$ USD 115,790 (219,334) 812,586 812,586 Amount 2,201,530 Carrying Carrying (2,097,986) 6,200,028 6,200,028
30 June 2011 30 June 2012 Consolidated Consolidated Consolidated Consolidated Consolidated EUR GBP 30 June 2011 USD EUR GBP 30 June 2012 USD position exposure Trade and other receivables Trade and other payables Trade of financial statement Gross Cash and Cash equivalents Trade and other payables and Trade Trade and other payables and Trade The analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is is analysis The constant. remain rates, interest particular in variables, other all that assumes analysis The 2011. on the same basis for performed A 10% strengthening or weakening of the Australian dollar against the following currencies at 30 June would would June 30 at currencies following the against dollar Australian the of weakening or strengthening 10% A foreign based on This analysis below. shown by the amounts loss or equity and profit (decreased) increased have period. at the end of the reporting be reasonable to considered that the Group variances rate exchange currency Sensitivity analysis The Group’s exposure to foreign currency risk at reporting date was as follows, based on notional amounts: was as follows, date risk at reporting currency foreign to exposure The Group’s transactions primarily are denominated are USD, EURO’s and GBP. and USD, EURO’s are denominated are primarily transactions risk currency to Exposure Currency risk Currency in denominated that are and borrowings purchases risk on investments, currency to is exposed The Group in which these entities. The currencies of Group functional currencies than the respective other a currency the Group’s income or the value of its holdings of financial instruments. The objective of market risk management of market The objective of its holdings of financial instruments. or the value income the Group’s optimising the return. while parameters, within acceptable risk exposures market manage and control is to Market Risk Market will affect rates and interest rates exchange such as foreign prices, risk is the risk that changes in market Market The following are the contractual maturities of financial liabilities, including estimated interest payments and and payments interest estimated including liabilities, of financial maturities contractual the are The following agreements: the impact of netting excluding NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PAGE 60. shares The above controlled entitiesare incorporated intheKingdomofMorocco. Theshares are fully paidordinary ENTITIES 23. CONTROLLED therefore theirdisclosures are notpresented. because oftheshortterm nature oftheseitems. TheGroup doesnotcarry anyfinancialinstruments at fair value The fair value ofallfinancialassets andfinancialliabilitieswhich are current, approximates their carrying values Net Fair Values ofFinancialAssets andLiabilities Achmmach permitsheldatamortisedcost. Thecalculation usesaneffective interest rate of10%. The Group isalsoexposed to interest rate riskinrelation to itsliabilityto ONHYMfor theacquisitionof mainly attributable to theGroup’s exposure to interest rates onitsdeposits. held constant, theGroup’s netprofit would increase by$93,208ordecrease by$93,208(2011:$109,254).Thisis At thereporting date, ifinterest rates hadbeen50basispoints(0.5%)higherorlower andallothervariables were Australia were heldwith two financialinstitutions. and cash equivalents heldinAustralian financialinstitutions. At30June2012all cash and cash equivalents in The Group isexposed to interest rate risk.TheGroup’s exposure to market interest rates relate primarily to cash Interest rate risk Sahara Exploration SARLAU Hamada Minerals SARLAU Kasbah GoldSARLAU Controlled entities Kasbah Resources Limited Parent entity (a) Short term cash deposits Cash andcash equivalents Particulars inrelation to controlled entitie s Interest Held 18,641,648 14,094,882 4,546,766 2012 2012 100 100 100 % $ Consolidated
Interest Held 21,850,851 18,873,508 2,977,343 2011 2011 100 100 % $ -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PAGE 61. - 2011 107,928 272,806 380,734 268,120 268,120 Consolidated - 2012 129,015 121,508 250,523 294,910 294,910 EVENTS SUBSEQUENT TO REPORTING DATE EVENTS SUBSEQUENT TO recognised as liabilities, payable not later than one year not later payable as liabilities, recognised years than five but not later than one year Later Remuneration Commitments Remuneration under other remuneration the payment of salaries and Commitments for but not date at the reporting in existence contracts employment long-term later than one year but not later than five years than five later but not than one year later Operating lease repayments are payable as follows: payable are repayments lease Operating than one year not later Lease/Hire Purchase Commitments Purchase Lease/Hire On 30 July 2012, $11,000,000 was received from Toyota Tsusho under the terms of the MOU signed in March 2012. 2012. of the MOU signed in March under the terms Tsusho Toyota from received 2012, $11,000,000 was On 30 July permits and is payable on the commencement of mining. on the commencement permits and is payable 26. Under the terms of the agreement to purchase the BLJ tenements in Hamada Minerals SARLAU, a one off SARLAU, a one off the BLJ Minerals in Hamada tenements purchase to of the agreement Under the terms of the holders previous the to Dirhams (A$222,780 as at 30 June 2012) is payable payment of 2,000,000 Moroccan these from mining commencing upon Dirhams each). The payment is contingent (1,000,000 Moroccan tenements Under the terms of the agreement with ONHYM for the transfer of the Achmmach permits to Kasbah Gold Kasbah Gold of the Achmmach permits to the transfer with ONHYM for of the agreement Under the terms is due The royalty commences. production Return (“NSR”) once a 3% Net Smelter to SARLAU, ONHYM is entitled to. relates that the production the year following quarter the end of the second payment before for liabilities and are not included in the key management personnel compensation. management personnel not included in the key liabilities and are 25. CONTINGENCIES Amounts disclosed as remuneration commitments include commitments arising from the services contracts contracts services the from arising commitments include commitments remuneration as disclosed Amounts as not recognised 19 which are on page report in the remuneration to referred personnel management of key 24. COMMITMENTS DIRECTORS DECLARATION PAGE 62. 1. The Directors ofKasbahResources Limited (“TheCompany”)declare that: Dated: thisday25ofSeptember 2012 Managing Director Wayne Bramwell of theDirectors by: This declaration ismadeinaccordance witharesolution oftheBoard ofDirectors andissignedfor andonbehalf 5. 4. 3. 2. DIRECTORS’ DECLARATION (“IFRS”) asissued bytheInternational Accounting Standards Board (“IASB”). accordance withsection295AoftheCorporations Act2001for thefinancial year ended30June2012. 2001. Remuneration Report); for the year ended 30 June 2012, comply with section 300Aof the Corporations Act as andwhenthey become dueandpayable. b. a. in accordance withtheCorporations Act2001and: comprehensive income, statement ofcash flows, statement ofchangesinequity, accompanying notes, are The consolidated financial statements, comprising the statement offinancialposition, statement of Note 1confirms thatthefinancial statements comply withtheInternational FinancialReporting Standards The Directors have been given the declarations by the Managing Director and Chief Financial Officer in The remuneration disclosures includedinpages19to 25oftheDirectors’ Report(aspartoftheaudited In theDirectors’ opinion there are reasonable grounds to believe theCompanywillbeable to payitsdebts for theyear endedonthatdate. give atrueandfair view oftheconsolidated financialpositionasat30June2012andofitsperformance comply withAccounting Standards andtheCorporations Regulations2001;and
INDEPENDENT AUDITOR’S REPORT PAGE 63. INDEPENDENT AUDITOR’S REPORT AUDITOR’S INDEPENDENT INDEPENDENT AUDITOR’S REPORT PAGE 64. INDEPENDENT AUDITOR’S REPORT ASX ADDITIONAL INFORMATION PAGE 65. 16.09 15.10 23,141 583,951 3,523,929 8,185,603 89,650,957 294,028,966 395,412,596 No. of Securities % of Issued Shares % of Issued 150 972 281 455 1,060 2,536 4,999 62,444,879 59,830,090 No. of Holders Number of Shares
Lion Selection Group Limited Group Lion Selection Shareholder Name Shareholder Corporation Finance International Less than a marketable parcel than a marketable Less Total 5,001 – 10,000 10,001 – 100,000 100,001 + over 1 – 1,000 1,001 - 5,000 Range ASX ADDITIONAL INFORMATION ADDITIONAL ASX Under the Company’s constitution, every member present in person or by representative, proxy or attorney shall shall attorney or proxy representative, by or person in present member every constitution, Company’s the Under held. share ordinary every for one vote of hands and on a poll have on a show one vote have VOTING RIGHTS VOTING SUBSTANTIAL SHAREHOLDERS SUBSTANTIAL The distribution of shareholdings as at 20 September 2012 was: as at 20 September of shareholdings The distribution DISTRIBUTION OF SHAREHOLDERS CAPITAL STRUCTURE CAPITAL Company has 11,500,000 unquoted The Exchange. Stock on the Australian listed paid shares 395,412,596 fully options on issue. elsewhere in this report. The information was prepared based on share registry information processed up to 20 20 up to processed information registry based on share was prepared The information in this report. elsewhere 2012. September Additional information required by the Australian Stock Exchange Limited Listing Rules and not disclosed disclosed and not Rules Listing Limited Exchange Stock Australian by the required Additional information ASX ADDITIONAL INFORMATION PAGE 66. z z z z z z UNQUOTED SECURITIES(OPTIONS) TWENTY LARGESTQUOTED EQUITYSECURITYHOLDERS Total 20holders ofOrdinary Fully Paid Shares 20. 19. 18. 17. 16. 15. 14. 13. 12. 11. 10. 9. 8. 7. 6. 5. 4. 3. 2. 1. z z z z z z to service length. 2,000,000 Employee Optionswithanexercise price of$0.28 exercisable onorbefore 23July 2015andsubject report. options are heldbytheManagingDirector. Details oftheholdingsare disclosed elsewhere inthisannual 4,000,000 Director Optionswithanexercise price of$0.25exercisable onorbefore 24November 2014.These subject to service length. 2,500,000 Employee Optionswithanexercise price of$0.25 exercisable onorbefore 26August 2014and subject to service length. 1,000,000 Employee Optionswithanexercise price of$0.10 exercisable onorbefore 5October 2015and to service length. 1,000,000 Employee Optionswithanexercise price of$0.25exercisable onorbefore 11July 2013andsubject to service length. 1,000,000 Employee Optionswithanexercise price of$0.35exercisable onorbefore 01May 2013andsubject Mr Frank AnthonyPastorino John Jeffers Harrison Nakuru Resources PtyLtd MD JamesPtyLtd(TheMarkFamily A/C) RBC Investor Services Australia NomineesPtyLimited (BKCUST A/C) Societe Generale (CanadaBranch) Mr RupertJamesMcCammon Vulcan Custodian Limited Lujeta PtyLtd(TheMargaret Account) JP Morgan NomineesAustralia Limited African Lion3Limited Thailand Smelting&RefiningCompanyLimited Tarifa Investments PtyLtd(Tarifa Investments A/C) HSBC Custody Nominees(Australia) Limited Bond Street Custodians Limited (OfficiumEmerging ResA/C) Merrill Lynch (Australia) NomineesPtyLimited JP Morgan NomineesAustralia Limited (CashIncome A/C) African Lion2Limited African Lion3Limited Citicorp NomineesPtyLimited Name 225,837,050 of Shares 11,335,097 12,323,844 13,740,289 17,067,134 18,000,000 34,580,091 64,701,462 Number 2,796,935 3,571,800 4,035,773 5,200,000 6,576,953 7,250,000 8,083,334 8,115,972 1,285,912 1,500,000 1,600,000 1,795,912 2,276,542
% ofTotal Shares Issued 16.36 57.11 0.71 0.90 1.02 1.32 1.66 1.83 2.04 2.05 2.87 3.12 3.47 4.32 4.55 8.75 0.33 0.38 0.40 0.45 0.58 ASX ADDITIONAL INFORMATION PAGE 67. 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Registered Interest Registered 2912 193172 193313 223197 223198 223199 223200 223201 223202 223203 223204 2137803 2137913 1938815 1939131 Permit Number Permit PE PE PE PE PE PE PE PE PE PE PE PR PR PR PR Permit Type Permit Miscellaneous Miscellaneous Permits Tamlalt Bou El Jaj Project Achmmach PR – Permis Recherche PR – Permis All permits are located in the Kingdom of Morocco in the Kingdom located All permits are LEGEND: Exploitation PE – Permis SCHEDULE OF PERMITS SCHEDULE NOTES PAGE 68. NOTES
Unit 3, 77 Mill Point Road South Perth WA 6151 Australia ABN 78 116 931 705 ACN 116 931 705 Tel: +61 8 9463 6651 Fax: +61 8 9463 6652 [email protected] www.kasbahresources.com