16 Sep 2019 07:00
16 September 2019
Red Emperor Resources NL
Final Results for the Year Ended 30 June 2019 and Corporate Governance Statement
The Board of Red Emperor Resources NL (ASX/AIM: RMP) ("RMP", "Red Emperor" or the "Company"), the natural resource exploration company, is pleased to announce the Company's final results for the year ended 30 June 2019.
Please see below extracts from the Company's Annual Report and Accounts for the year ended 30 June 2019:
·; Directors' report
·; Consolidated Statement of Profit and Loss and Other Comprehensive Income
·; Consolidated Statement of Financial Position
·; Consolidated Statement of Changes in Equity
·; Consolidated Statement of Cash Flows
A pdf copy of the full Annual Report and Accounts is available on the Company's website at www.redemperorresources.com.
The Company has also released its Appendix 4G: Key to Disclosures Corporate Governance Council Principles and Recommendations and its Corporate Governance Statement to the Australian Securities Exchange ("ASX"). Copies of these documents are also available on the Company's website at www.redemperorresources.com.
For further information, please visit www.redemperorresources.com or contact:
Red Emperor Resources NL | +61 8 9212 0102 |
Greg Bandy |
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Strand Hanson Limited (Nominated Adviser) | +44 (0) 20 7409 3494 |
James Harris |
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Brandon Hill Capital (UK Broker) | +44 (0) 203 463 5010 |
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708 Capital Pty Ltd (Australian Broker) | +61 (0) 2 9112 2500 |
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This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.
Directors' Report
The Directors present their report for Red Emperor Resources NL ("Red Emperor" or "the Company") and its subsidiaries (together "the Group") for the year ended 30 June 2019.
DIRECTORS
The names, qualifications and experience of the Company's Directors in office during the year and at the date of this report are set out below. The Directors were in office for the entire year unless otherwise stated.
Greg Bandy - B.Com
Managing Director
Greg Bandy has nearly 20 years of experience in retail, corporate and capital markets, both in Australia and overseas. Mr. Bandy worked as a Senior Client Advisor at Montagu Stockbrokers and Patersons Securities for over 10 years before moving to the corporate sector. A former director of Empire Beer Group Limited, Mr. Bandy oversaw the acquisition of Car Parking Technologies (now Smart Parking Limited (ASX: SPZ)) before stepping down as Executive Director. Mr. Bandy is also the former Managing Director of Fin Resources Limited (ASX: FIN).
Jason Bontempo - B.Com, CA
Non-Executive Director
Jason Bontempo has worked in investment banking and corporate advisory since qualifying as a Chartered Accountant with Ernst & Young in 1997. Mr. Bontempo has worked for investment banks in Australia and the UK and has been closely involved with advising and the financing of companies in the resources industry specialising in asset sales and AIM/ASX listings.
Aaron Bertolatti - B.Com, CA, AGIA
Director & Company Secretary
Aaron Bertolatti is a qualified Chartered Accountant and Company Secretary with over 15 years' experience in the mining industry and accounting profession. Mr. Bertolatti has both local and international experience and provides assistance to a number of resource companies with financial accounting and stock exchange compliance. Mr. Bertolatti acts as Company Secretary for listed ASX companies, Fin Resources Ltd (ASX: FIN) and American Pacific Borate & Lithium Ltd (ASX: ABR). Mr. Bertolatti is also a Director and Company Secretary of Odin Metals Limited (ASX: ODM).
DIRECTORSHIPS OF OTHER LISTED COMPANIES
Directorships of other listed companies held by the current directors in the 3 years immediately before the end of the financial year are as follows:
Director | Company | Period of Directorship |
Greg Bandy | Fin Resources Limited | Director from August 2011 to 14 May 2018 |
Aaron Bertolatti | Odin Metals Limited | Director since October 2017 |
Jason Bontempo | Odin Metals Limited Fin Resources Limited First Cobalt Corporation | Director since 7 February 2018 Director since July 2011 Director from November 2015 to December 2017 |
INTERESTS IN THE SECURITIES OF THE COMPANY
As at the date of this report, the interests of the Directors in the securities of Red Emperor Resources NL are:
Director | Ordinary Shares | Options1 |
Greg Bandy | 1,000,000 | 6,000,000 |
Jason Bontempo | - | 2,000,000 |
Aaron Bertolatti | 375,000 | 2,000,000 |
1 Options are exercisable at $0.04 each on or before 31 December 2020.
RESULTS OF OPERATIONS
The Company's net loss after taxation attributable to the members of Red Emperor for the year to 30 June 2019 was $10,271,311 (2018: $690,097).
DIVIDENDS
No dividend was paid or declared by the Company during the year and up to the date of this report.
CORPORATE STRUCTURE
Red Emperor Resources NL is a company limited by shares, which is incorporated and domiciled in Australia.
NATURE OF OPERATIONS AND PRINCIPAL ACTIVITIES
The principal activity of the Company during the financial year was oil and gas exploration and project identification.
REVIEW OF OPERATIONS
Alaska North Slope
During the year, Red Emperor, along with 88 Energy Limited (ASX/AIM: 88E) ("88 Energy") and Otto Energy Limited (ASX: OEL) ("Otto") (collectively, the "Consortium Partners"), executed formal "Definitive Agreements", including a Participation Agreement, with Great Bear Petroleum Ventures II LLC ("Great Bear") to acquire the majority of Great Bear's working interest in four leases on the western flank of the Alaska North Slope region, specifically ADL#s 391718, 391719, 319720 & 391721; collectively the "Western Blocks" (Refer to the Company's announcement of 30 July 2018 for more details).
The consortium operator, 88 Energy, via its wholly owned subsidiary, Captivate Energy Alaska, Inc, subsequently executed a rig contract with Nordic-Calista Services for the drilling of the "Winx" Prospect, located on the Western Blocks, North Slope of Alaska. The primary objective of the Winx-1 exploration well ("Winx-1") was a Nanushuk Topset play, primarily targeting the Nanushuk 4 and 5 sands.
88 Energy spudded the Winx-1 exploration well on the Western Blocks in February 2019, and intersected all pre-drill targets safely and efficiently. Total target depth of 6,800ft was reached on 3 March 2019. Whilst early indications from the logging while drilling (LWD) data were encouraging, provisional wireline results indicated low oil saturations in the Nanushuk Topsets not conducive to successfully flowing the formation, as borne out by the Modular Formation Dynamics Test (MDT) sampling results, which did not retrieve hydrocarbon samples.
Additionally, on completion of the wireline logging programme in the Torok Channel Sequence, it was apparent that the oil saturations in that zone of interest were also low and not conducive to hydrocarbon flow. As announced on 26 March 2019, Winx-1 was successfully plugged and abandoned with the Nordic#3 rig and associated services fully demobilised. By participating in the drilling of Winx-1, the Company earned a 31.5% working interest in the Western Blocks.
Evaluation of the data acquired at Winx-1 is ongoing. The consortium expects to go out to tender for the reprocessing of the Nanuq 3D seismic, incorporating the valuable data acquired at Winx-1, and acquisition of new seismic data in Q3 2019. This will allow sufficient time for the consortium to complete all required technical and evaluation work prior to the 2020/2021 drilling season.
Philippines (SC 55)
On 19 November 2018, the Operator, Palawan55 Exploration and Production Corporation ("Palawan55"), on behalf of the SC55 consortium, requested that the Philippine's Department of Energy ("DOE") extend the moratorium period to allow sufficient time for the then ongoing reprocessing and quantitative interpretation ("QI") work to be completed. On 22 April 2019, the DOE granted a 4-month extension, from 26 April to 26 August 2019.
The Seismic data reprocessing and QI works were performed by DownUnder GeoSolutions. This activity was part of the continuing effort by the Block SC55 consortium to help further de-risk previously identified drill-ready targets, including the "Cinco" gas prospect and identify new highly prospective leads whilst reducing overall uncertainty.
Further to the recent completion of these works and evaluation of the data, the Board has decided that it will not participate in the next phase of operations and will therefore withdraw from the SC55 consortium and assign the Company's 37.5% participating interest to Palawan55.
Corporate
Red Emperor Alaska Limited, a wholly owned subsidiary company, was incorporated on 11 July 2018 in the State of Alaska in connection with the abovementioned transaction with Great Bear.
On 8 August 2018, the Company issued 16,000,000 unlisted options to senior management and a corporate adviser associated with the Western Block acquisition, exercisable at A$0.04 each on or before 31 December 2020.
On 22 November 2018, the Company issued a further 10,000,000 unlisted options to its Directors, exercisable at A$0.04 each on or before 31 December 2020.
In January 2019 the company successfully completed a placing of 100,000,000 new ordinary shares at an issue price of 2.8 pence (AUD0.05) per share to raise £2.8 million (approximately AUD5.0m) before expenses. The oversubscribed placing was made to both new and existing institutional and sophisticated investors, via the Company's UK Broker, Brandon Hill Capital, and its Australian Broker and Corporate Adviser, 708 Capital Pty Ltd and Max Capital. In addition, the Company agreed to issue, in aggregate, 6,000,000 unlisted options to its aforementioned brokers and corporate advisers as part of the fee structure for placing the shares. These options are exercisable at a price of 2.8 pence (AUD0.05) per new ordinary share, on or before 15 January 2022.
In May 2019, further to the completion of the drilling of the Winx-1 exploration well on the Western Blocks, North Slope of Alaska, the Company received a refund of the performance bond (RMP's share US$1.05 million) which had been lodged with the State of Alaska in July 2018.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There have been no significant changes in the state of affairs of the Group during the financial year, other than as set out in this report.
SIGNIFICANT EVENTS AFTER THE REPORTING DATE
On 12 August 2019 Mr Gracjan Lambert, Chief Executive Officer, resigned from the Company, by mutual agreement, in order to pursue his other business interests. Gracjan may still consult to Red Emperor from time to time in the future. There have been no other significant events subsequent to the end of the financial year to the date of this report.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
The Group will continue to identify, evaluate and invest in resource projects with the object of identifying commercial resources. The Company intends to pursue additional acquisition and investment opportunities in order to secure new projects to augment its existing assets in the natural resources sector.
ENVIRONMENTAL REGULATIONS AND PERFORMANCE
The Group operates within the resources sector and conducts its business activities with respect for the environment while continuing to meet the expectations of its shareholders, employees and suppliers. The Group aims to ensure that the highest standard of environmental care is achieved, and that it complies with all relevant environmental legislation.
The Group has no current reporting obligations under the Natural Greenhouse and Energy Reporting Act 2007 due to all operations occurring overseas. The Directors are mindful of the regulatory regime in relation to the impact of its organisational activities on the environment. There have been no known breaches by the Group during the year.
SHARE OPTIONS
As at the date of this report, there were 32,000,000 unissued ordinary shares under options. Details of the options are as follows:
Number | Exercise Price | Expiry Date |
26,000,000 | $0.04 | 31 December 2020 |
6,000,000 | $0.05 | 15 January 2022 |
32,000,000 |
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No option holder has any right under the options to participate in any other share issue of the Company or any other entity. 4,320,000 options expired unexercised during the financial year. No options were exercised during or since the year ended 30 June 2019.
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
The Company has entered into an agreement indemnifying all the Directors and officers of the Company against all losses or liabilities incurred by each Director or officer in their capacity as Directors or officers of the Company to the extent permitted by the Corporations Act 2001. The indemnification specifically excludes wilful acts of negligence.
The Company paid insurance premiums in respect of Directors' and Officers' Liability Insurance contracts for current officers of the Company, including officers of the Company's controlled entities. The liabilities insured are damages and legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of entities in the Group.
DIRECTORS' MEETINGS
During the financial year, in addition to regular Board discussions, the Directors met regularly to discuss all matters associated with investment strategy, review of opportunities, and other Company matters on an informal basis. The regular nature of these meetings is facilitated through the sharing of office space along with Max Capital, Red Emperor's Corporate Advisor. Circular resolutions were passed as necessary to execute formal Board decisions.
Director | Number of Meetings Eligible to Attend | Number of Meetings Attended |
Greg Bandy | 5 | 5 |
Jason Bontempo | 5 | 3 |
Aaron Bertolatti | 5 | 5 |
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied for leave of the Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. The Company was not a party to any such proceedings during the year.
CORPORATE GOVERNANCE
In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of Red Emperor Resources NL support and have adhered to the principles of sound corporate governance. The Board recognises the recommendations of the Australian Securities Exchange Corporate Governance Council, and considers that Red Emperor complies to the extent possible with those guidelines, which are of importance to the commercial operation of a junior listed resources company.
During the financial year, shareholders continued to receive the benefit of an efficient and cost-effective corporate governance policy for the Company.
The Company has established a set of corporate governance policies and procedures which can be found, along with the Company's Corporate Governance Statement, on Red Emperor's website:
redemperorresources.com.
AUDITOR INDEPENDENCE AND NON-AUDIT SERVICES
Section 307C of the Corporations Act 2001 requires the Company's auditors to provide the Directors of Red Emperor with an Independence Declaration in relation to the audit of the financial report. A copy of that declaration is included within this annual report. There were no non-audit services provided by the Company's auditor.
Officers of the Company who are former partners of BDO Audit (WA) Pty Ltd
There are no officers of the Company who are former partners of BDO Audit (WA) Pty Ltd.
Auditor
BDO Audit (WA) Pty Ltd continue in office in accordance with section 327 of the Corporations Act 2001.
Signed on behalf of the board in accordance with a resolution of the Directors.
Greg Bandy
Managing Director
Perth, Western Australia
16 September 2019
Consolidated Statement of Profit or Loss and Other Comprehensive Income
for the year ended 30 June 2019
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| 30-Jun-19 | 30-Jun-18 |
A$ | A$ | ||
Continuing Operations |
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Interest received |
| 73,955 | 134,982 |
Sale of subsidiary - Georgian Oil Pty Ltd |
| 26,976 | - |
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Employee and director benefits expense |
| (458,573) | (253,950) |
Professional and Consultants |
| (271,102) | (303,830) |
ASX and AIM and share registry fees |
| (208,592) | (86,803) |
Travel expenditure |
| (117,227) | (113,717) |
Exploration expenditure written off |
| (8,374,644) | (24,389) |
Realised gain on investment |
| 326 | 10,445 |
Realised Foreign exchange gain |
| - | 2,199 |
Share based payment expense |
| (700,330) | - |
Unrealised Foreign exchange gain/(loss) |
| 74,258 | 107,065 |
Other expenses |
| (316,358) | (162,099) |
Loss before income tax |
| (10,271,311) | (690,097) |
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Income tax expense |
| - | - |
Loss after Income Tax |
| (10,271,311) | (690,097) |
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Other comprehensive income/(loss) |
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Items that may be reclassified to profit or loss |
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Foreign exchange translation difference |
| 270,291 | 556 |
Other comprehensive income/(loss) for the year net of tax |
| 270,291 | 556 |
Total comprehensive loss for the year |
| (10,001,020) | (689,541) |
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Loss per share for the year attributable to the members of Red Emperor Resources NL | |||
Basic and diluted loss per share (cents) |
| (2.18) | (0.16) |
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes in the full Report and Accounts.
Consolidated Statement of Financial Position
for the year ended 30 June 2019
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| 30 June 2019 A$ | 30 June 2018 A$ |
Current Assets |
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Cash and cash equivalents |
| 5,642,936 | 10,344,621 |
Trade and other receivables |
| 36,881 | 17,883 |
Total Current Assets |
| 5,679,817 | 10,362,504 |
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Non-Current Assets |
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Financial assets at fair value through profit or loss |
| - | 400 |
Deferred Exploration and Evaluation Expenditure |
| - | - |
Total Non-Current Assets |
| - | 400 |
Total Assets |
| 5,679,817 | 10,362,904 |
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Current Liabilities |
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Trade and other payables |
| 65,279 | 132,561 |
Total Current Liabilities |
| 65,279 | 132,561 |
Total Liabilities |
| 65,279 | 132,561 |
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Net Assets |
| 5,614,538 | 10,230,343 |
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Equity |
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Issued capital |
| 61,811,451 | 57,329,505 |
Reserves |
| 5,270,388 | 4,096,828 |
Accumulated losses |
| (61,467,301) | (51,195,990) |
Total Equity |
| 5,614,538 | 10,230,343 |
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The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes in the full Report and Accounts.
Consolidated Statement of Changes in Equity
for the year ended 30 June 2019
| Issued capital A$ | Accumulated losses A$ | Foreign exchange translation reserve A$ | Share based payments reserve A$ | Total A$ |
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Balance at 1 July 2017 | 57,329,505 | (50,505,893) | (15,430) | 4,111,702 | 10,919,884 |
Total comprehensive income/(loss) for the year |
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Loss for the year | - | (690,097) | - | - | (690,097) |
Other comprehensive income/(loss) | - | - | 556 | - | 556 |
Total comprehensive income/(loss) for the year | - | (690,097) | 556 | - | (689,541) |
Transactions with owners in their capacity as owners |
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Balance at 30 June 2018 | 57,329,505 | (51,195,990) | (14,874) | 4,111,702 | 10,230,343 |
Balance at 1 July 2018 | 57,329,505 | (51,195,990) | (14,874) | 4,111,702 | 10,230,343 |
Total comprehensive income/(loss) for the year |
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Loss for the year | - | (10,271,311) | - | - | (10,271,311) |
Other Comprehensive income/(loss) | - | - | 270,291 | - | 270,291 |
Total comprehensive income/(loss) for the year | - | (10,271,311) | 270,291 | - | (10,001,020) |
Transactions with owners in their capacity as owners |
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Shares issued during the year | 5,000,000 | - | - | - | 5,000,000 |
Proceeds from options issued during the year | - | - | - | 2,400 | 2,400 |
Cost of issue | (518,054) | - | - | 200,539 | (317,515) |
Share based payment (note 16) | - | - | - | 700,330 | 700,330 |
Balance at 30 June 2019 | 61,811,451 | (61,467,301) | 255,417 | 5,014,971 | 5,614,538 |
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes in the full Report and Accounts.
Consolidated Statement of Cash Flows
for the year ended 30 June 2019
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| 30 June 2019 A$ | 30 June 2018 A$ |
Cash flows from operating activities |
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Payments to suppliers and employees |
| (1,449,625) | (806,995) |
Interest received |
| 73,955 | 134,982 |
Net cash used in operating activities |
| (1,375,670) | (672,013) |
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Cash flows from investing activities |
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Payments for exploration and evaluation |
| (8,356,062) | (159,590) |
Payment of performance bond |
| (1,454,779) | - |
Refund of performance bond |
| 1,500,544 | - |
Refund of SC55 Operator cash at bank |
| - | 96,255 |
Proceeds from sale of subsidiary - Georgian Oil Pty Ltd |
| 26,976 | - |
Refund of Californian lease deposit |
| - | 38,946 |
Proceeds from sale of equities |
| - | 10,445 |
Net cash used in investing activities |
| (8,283,321) | (13,944) |
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Cash flows from financing activities |
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Proceeds from issue of shares |
| 5,000,000 | - |
Proceeds from issue of options |
| 2,400 | - |
Payments for share issue costs |
| (315,386) | - |
Net cash provided by financing activities |
| 4,687,014 | - |
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Net decrease in cash and cash equivalents |
| (4,971,977) | (685,957) |
Cash and cash equivalents at beginning of year |
| 10,344,621 | 10,921,315 |
Effects of exchange rate changes on cash and cash equivalents |
| 270,292 | 109,263 |
Cash and cash equivalents at the end of the year |
| 5,642,936 | 10,344,621 |
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes in the full Report and Accounts which can be accessed via the following link:http://www.rns-pdf.londonstockexchange.com/rns/4058M_1-2019-9-16.pdf