ARBN 154 618 989 INTERIM FINANCIAL REPORT FOR THE HALF YEAR ENDED 31 DECEMBER 2013
CORPORATE DIRECTORY Directors Mr Keith Coughlan Mr Robert Timmins Mr David Porter Mr Colin Ikin Managing Director, CEO Non-Executive Chairman Non-Executive Director Non-Executive Director Joint Company Secretaries Ms Julia Beckett Mr James Cole Registered Office in Australia Level 4, 66 Kings Park Road West Perth WA 6005 Telephone 08 6141 3500 Facsimile 08 6141 3599 Email www.equamineral.com Registered Address and Place of Incorporation Palm Grove House 49 Main Street Road Town Tortola VG1 110 British Virgin Islands Share register Computershare Investor Services Limited Level 2, Reserve Bank Building 45 St Georges Terrace Perth WA 6000 Telephone 08 9323 2000 Facsimile 08 9323 2033 Auditor Stantons International Audit and Consulting Pty Ltd Level 2, 1 Walker Avenue West Perth WA 6005 Telephone 08 9481 3188 Facsimile 08 9321 1204 Securities Exchange Listing Australian Securities Exchange Limited Exchange Plaza 2, The Esplanade Perth, WA 6000 ASX Code: EQH 1
CONTENTS Directors Report 3 Auditor s Independence Declaration 5 Consolidated Statement of Profit or Loss and Other Comprehensive Income 6 Consolidated Statement of Financial Position 7 Consolidated Statement of Changes in Equity 8 Consolidated Statement of Cash Flows 9 Condensed notes to the Consolidated Financial Statements 10 Directors Declaration 14 Independent Auditors Review Report to the members of Equamineral Holdings Limited 15 2
DIRECTORS REPORT Your Directors submit the financial report of the consolidated group for the half year ended 31 December 2013. Directors The names of the directors who held office during or since the end of the half-year. Mr Keith Coughlan Managing Director, CEO Appointed 6 September 2013 Mr Robert Timmins Non-Executive Chairman Appointed 24 November 2011 Mr David Porter Non-Executive Director Appointed 8 January 2012 Mr Colin Ikin Non-Executive Director Appointed 23 June 2011 Results of Operations The consolidated loss for the half year ended 31 December 2013 amounted to $798,032 (2012: $403,929). Significant Changes in State of Affairs On the 6 September 2013 Mr Keith Coughlan was appointed as managing director and Chief Executive Officer of the Company. During the period Mr Colin Ikin s role changed from Executive Chairman to Non-Executive Director. On the 27 September 2013 the Company entered into an agreement to sell the Company s listed investment in Pacific Wildcat Resources for the original cost of the investment, $473,495 AUD. Equamineral entered into an agreement to acquire 100% of the issued capital in European Metals (UK) Limited, holder of the Cinovec Tin Project and the Zlaty Kopec polymetallic tin-zinc-indium project in Czech Republic. The projects are 100% owned by the local subsidiary of European Metals (UK). Czech Republic is ideally located at the centre of the European Union. It shares one of its borders with Germany which alone represents one third of its exports. The tax and mining environment is investor friendly. The mining code is well established and the excellent infrastructure, electricity and communication networks create a sound environment for mining activities. Politically stable and with a high income economy, the Czech Republic is also a Member of the European Union Cinovec Tin Project Cinovec license covers 603.5 Ha in the north of Czech Republic, at the border with Germany. It has been mined and processed intermittently in the past with a history dating to the 17 th century. In the 1970s and 1980s more than 21,500 meters of development tunnels were driven and 846 diamond drill holes completed representing in excess of 83,000m of drilling and over the last few years. In terms of metallurgy, good recoveries were achieved through relatively coarse grinding and simple gravity concentration. Associated projects Zlaty Kopec license is 75km southwest of Cinovec and covers 598 Ha. Previous exploration led to small scale historical mining which produced tin at grades in excess of 1%. From 1959 until 1973, 76 surface and underground diamond drill holes 12,000 m were completed, identifying two potentially extendable zones of mineralisation: the main zone (2sq km, 3m thick) and the Hugo zone. From 1959 until 1973, 76 surface and underground diamond drill holes 12,000 m were completed, identifying two potentially extendable zones of mineralisation: the main zone (2sq km, 3m thick) and the Hugo zone. 3
DIRECTORS REPORT Given the current direction of the Company to focus on the development of the Cinovec Project in the Czech Republic, the board has deemed it prudent to impair the Oyabi Project. The board will continue to look at opportunities with the Oyabi Project and will review according to the prevailing conditions for iron ore. No other significant changes in the nature of the Company s activities have occurred during the period. Significant events after the reporting date On the 20 February 2014 a General Meeting of the Company was held where the following resolutions were passed: European Metals (UK) was acquired in consideration for 12,500,000 Shares, 5,000,000 A Class Performance Shares and 5,000,000 B Class Performance Shares 500,000 CDIs were issued to a related party, Mr Keith Coughlan The company name be changed from Equamineral Holdings Limited to European Metals Holdings Limited There have been no significant events after the reporting date. Auditor s Independence Declaration The auditor s independence declaration for the half year ended 31 December 2013 has been received and can be found on page 5 of the financial report. This report of the Directors is signed in accordance with a resolution of the Board of Directors. Robert Timmins CHAIRMAN 14 March 2014 4
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE HALF YEAR ENDED 31 DECEMBER 2013 Note 31 December 2013 31 December 2012 $ $ Revenue Interest income 6,207 8,565 Other Income - 2,686 Impairment expense (576,243) - Professional fees (51,569) (33,092) Audit and Compliance fees (12,551) (13,249) Depreciation (15,813) (9,728) Share based payment expense - (8,024) Directors fees (41,666) (34,508) Employee benefits (1,597) (174,272) Travel and Accommodation (18,804) (61,144) Share registry fees (5,995) (20,401) Insurance (5,548) (8,617) Rent and Utilities (13,225) (21,337) Loss on disposal of investment (45,864) - Other administration expenses (15,364) (30,808) Loss before income tax (798,032) (403,929) Income tax expense - - Loss for the period (798,032) (403,929) Other comprehensive income Items that will not be reclassified to profit or loss - - Items that may be reclassified subsequently to profit or loss 24,930 347 Other comprehensive income for the period, net of tax 24,930 347 Total comprehensive loss for the period (773,102) (403,582) Net Loss attributable to: - members of the parent entity (798,032) (403,929) (798,032) (403,929) Total Comprehensive loss attributable to: - members of the parent entity (773,102) (403,582) (773,102) (403,582) Basic and diluted loss per CDI 3 (0.03) (0.02) The above statement should be read in conjunction with the accompanying notes. 6
CURRENT ASSETS CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2013 Note 31 December 2013 30 June 2013 $ $ Cash and cash equivalents 425,659 575,924 Trade and other receivables 492,290 18,030 Other assets 20,125 15,587 Financial assets - 519,359 TOTAL CURRENT ASSETS 938,074 1,131,900 NON-CURRENT ASSETS Exploration and evaluation expenditure - 566,449 Property, plant and equipment 133,478 136,554 TOTAL NON-CURRENT ASSETS 133,478 703,003 TOTAL ASSETS 1,071,552 1,834,903 CURRENT LIABILITIES Trade and other payables 45,989 28,637 Loan payable 82,708 90,309 TOTAL CURRENT LIABILITIES 128,697 118,946 TOTAL LIABILITIES 128,697 118,946 NET ASSETS 942,855 1,715,957 EQUITY Issued capital 4 2,402,296 2,402,296 Reserves 209,645 184,715 Accumulated losses (1,669,086) (871,054) TOTAL EQUITY 942,855 1,715,957 The above statement should be read in conjunction with the accompanying notes. 7
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF YEAR ENDED 31 DECEMBER 2013 Issued Capital Option Reserve Foreign Currency Translation Reserve Accumulated Losses Total Non- Controlling Interest $ $ $ $ $ $ $ Balance at 1 July 2012 281,198 89,536 - (211,547) 159,187 (2,600) 156,587 Loss attributable to members of the Company - - - (403,929) (403,929) - (403,929) Other comprehensive income - - 347-347 - 347 Total comprehensive loss for the period - - 347 (403,929) (403,582) - (403,582) Total Transactions with owners, recognised directly in equity CDIs issued during the period, net of costs 2,123,048 - - - 2,123,048-2,123,048 Options issued to employee - 8,024 - - 8,024-8,024 Recognition of noncontrolling interest - - - (2,600) (2,600) 2,600 - Balance at 31 December 2012 2,404,246 97,500 347 (618,076) 1,884,077-1,884,077 Balance at 1 July 2013 2,402,296 97,560 87,155 (871,054) 1,715,957-1,715,957 Loss attributable to members of the Company - - - (798,032) (798,032) - (798,032) Other comprehensive income - - 24,930-24,930-24,930 Total comprehensive loss for the period - - 24,930 (798,032) (773,102) - (773,102) Transactions with owners, recognised directly in equity CDIs issued during the period, net of costs - - - - - - - Options issued to employee - - - - - - - Balance at 31 December 2013 2,402,296 97,560 112,085 (1,669,086) 942,855-942,855 The above statement should be read in conjunction with the accompanying notes. 8
CASH FLOWS FROM OPERATING ACTIVITIES CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE HALF YEAR ENDED 31 DECEMBER 2013 Note 31 December 2013 31 December 2012 $ $ Payments to suppliers and employees (150,245) (502,881) Interest received 6,207 8,565 Net cash used in operating activities (144,038) (494,316) CASH FLOWS FROM INVESTING ACTIVITIES Payments for property, plant and equipment - (144,862) Net repayment of loans made to third parties (4,236) (39,501) Payment for exploration and evaluation expenditure (1,991) (232,302) Net cash used in investing activities (6,227) (416,665) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares - 2,500,000 Capital raising cost - (255,256) Net cash from financing activities - 2,244,744 Net (decrease)/ increase in cash and cash equivalents (150,265) 1,333,763 Cash and cash equivalents at the beginning of the financial period 575,924 2,188 Cash and cash equivalents at the end of financial period 425,659 1,335,951 The above statement should be read in conjunction with the accompanying notes. 9
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2013 NOTE 1: BASIS OF PREPARATION Statement of compliance The half-year financial report is a general purpose financial report prepared in accordance with the Corporations Act 2001 and AASB 134 Interim Financial Reporting. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 Interim Financial Reporting. The half-year report does not include notes of the type normally included in an annual financial report and shall be read in conjunction with the most recent annual financial report. Basis of preparation The consolidated financial statements have been prepared on the basis of historical cost, except where applicable for the revaluation of certain non-current assets and financial instruments. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise noted. The accounting policies and methods of computation adopted in the preparation of the half-year financial report are consistent with those adopted and disclosed in the company s 2013 annual financial report for the financial year ended 30 June 2013, except for the impact of the Standards and Interpretations described below. These accounting policies are consistent with Australian Accounting Standards and with International Financial Reporting Standards. (a) New and Revised Accounting Requirements Applicable to the Current Half-year Reporting Period The following new and revised Australian Accounting Standards together with consequential amendments to other Standards became mandatory applicable from 1 January 2013 - AASB 10: Consolidated Financial Statements; - AASB 127: Separate Financial Statements (August 2011); - AASB 11: Joint Arrangement - AASB 128: Investment in Associates and Joint Venture (August 2011) - AASB 12: Disclosure of Interest in Other Entities - AASB 2011-7: Amendments to Australian Accounting Standards arising from the Consolidation and Joint Arrangement Standards; and - AASB 2012-10: Amendments to Australian Accounting Standards Transition Guidance and Other Amendments. - AASB 13: Fair Value Measurement and AASB 2011-8: Amendments to Australian Accounting Standards arising from AASB 13. - AASB 119: Employee Benefits (September 2011) and AASB 2011-10: Amendments to Australian Accounting Standards arising from AASB 119 (September 2011). The standards referred to above that effect the Group s accounting policy are AASB 10 and AASB 13. The effect of initial application of these standards in the current half year reporting period are as follows. AASB 13: Fair Value Measurement and AASB 2011-8: Amendments to Australian Accounting Standards arising from AASB 13 become applicable to the Company for the first time in the current half-year reporting period 1 July 2013 to 31 December 2013. The Company has applied this Accounting Standard retrospectively in accordance with AASB 108: Accounting Policies, Changes in Accounting Estimates and Errors and the specific transition requirements in AASB 10. The effects of initial application of this Standard in the current halfyear reporting period is as follow; 10
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2013 NOTE 1: BASIS OF PREPARATION - Continued The Company measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis, depending on the requirements of the applicable Accounting Standard. AASB 10 provides a revised definition of control and additional application guidance so that a single control model will apply to all investees. Revised AASB 127 facilitates the application of AASB 10 and prescribes requirements for separate financial statements of the parent entity. On adoption of AASB 10, the assets, liabilities and non-controlling interests related to investments in businesses that are now assessed as being controlled by the Group, and were therefore not previously consolidated, are measured as if the investee had been consolidated (and therefore applied acquisition accounting in accordance with AASB 3: Business Combinations) from the date when the Group obtained control of that investee on the basis of the requirements in AASB 10. Upon the initial application of AASB 10, retrospective restatement of financial statement amounts of the year that immediately precedes the date of initial application (ie 2012-2013) is necessary. When control is considered to have been obtained earlier than the beginning of the immediately preceding year (ie pre-1 July 2012), any difference between the amount of assets, liabilities and non-controlling interests recognised and the previous carrying amount of the investment in that investee is recognised as an adjustment to equity as at 1 July 2012. Although the first-time application of AASB 10 (together with the associated Standards) caused certain changes to the Group's accounting policy for consolidation and determining control, it did not result in any changes to the amounts reported in the Group's financial statements as the "controlled" status of the existing subsidiaries did not change, nor did it result in any new subsidiaries being included in the Group as a consequence of the revised definition. NOTE 2: OPERATING SEGMENTS The accounting policies used by the Group in reporting segments are in accordance with the measurement principles of Australian Accounting Standards. The Group has identified its operating segments based on the internal reports that are provided to the Board of Directors. According to AASB 8 Operating Segments, two or more operating segments may be aggregated into a single operating segment if the segments have similar economic characteristics, and the segments are similar in each of the following respects: The nature of the products and services; The nature of the production processes; The type or class of customer for their products and services; The methods used to distribute their products or provide their services; and If applicable, the nature of the regulatory environment, for example; banking, insurance and public utilities. The Group currently has one project which takes into account each of the above mentioned aspects. The principal activity for the project is exploration of iron ore. The project is likely to have the same methods to distribute the resources in future and the nature of the regulatory environment which is the Republic of Congo. This is expected to be the same for future projects. Accordingly, management has identified one operating segment based on the location of the projects, that being the Republic of Congo. 11
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2013 NOTE 3: LOSS PER CDI 31 December 2013 31 December 2012 Basic and diluted loss per CDI ($0.03) ($0.02) Loss attributable to members of Equamineral Holdings Limited ($798,032) ($403,929) Weighted average number of CDI outstanding during the period 25,400,006 24,170,498 NOTE 4: ISSUED CAPITAL AND RESERVES Number $ (a) Issued and paid up capital 25,400,006 (30 June 2013: 25,400,006 CDIs) 25,400,006 2,402,296 Total issued capital 2,402,296 (b) Movements in CDIs Date Number $ Balance at the beginning of the period 1 July 2012 12,900,006 281,198 Initial public offering 19 July 2012 12,500,00 2,500,000 Capital raising costs (378,902) Balance at the end of the period 30 June 2013 25,400,006 2,402,296 Balance at the beginning of the period 1 July 2013 25,400,006 2,402,296 Balance at the end of the period 31 December 2013 25,400,006 2,402,296 CDIs entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of shares held. On a show of hands every holder of a CDI present at a meeting in person or by proxy, is entitled to one vote, and in a poll each share is entitled to one vote. Equamineral Holdings Limited is a company limited by shares incorporated in the British Virgin Islands with an authorised share capital, 50,000,000 no par value shares of a single class. Pursuant to the prospectus dated 26 April 2012, the company issued CDIs in July 2012. The holder of the CDIs has beneficial ownership in the underlying shares instead of legal title. Legal title and the underlying shares is held by Chess Depository Nominees Pty Ltd. Holders of CDIs have the same entitlement benefits of holding the underlying shares. Each Share in the Company confers upon the Shareholder: (a) the right to one vote at a meeting of the Shareholders of the Company or on any Resolution of Shareholders; (b) the right to an equal share in any dividend paid by the Company; and (c) the right to an equal share in the distribution of the surplus assets of the Company on its liquidation. NOTE 5: CONTINGENT LIABILITIES There has been no change in contingent liabilities since the last annual reporting date. 12
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2013 NOTE 6: EVENTS SUBSEQUENT TO REPORTING DATE On the 20 February 2014 a General Meeting of the Company was held where the following resolutions were passed: European Metals (UK) was acquired in consideration for 12,500,000 Shares, 5,000,000 A Class Performance Shares and 5,000,000 B Class Performance Shares 500,000 CDIs were issued to a related party, Mr Keith Coughlan The company name be changed from Equamineral Holdings Limited to European Metals Holdings Limited There have been no other significant events after the reporting date. 13
DIRECTORS DECLARATION The Directors of the Company declare that: 1. The financial statements and notes set out on pages 5 to 13: (a) comply with Accounting Standard AASB 134: Interim Financial Reporting and the Corporations Act 2001, and (b) give a true and fair view of the Consolidated entity s financial position as at 31 December 2013 and of its performance for the half-year ended on that date. 2. In the Directors opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. This declaration is made in accordance with a resolution of the Board of Directors made pursuant to section 303(5) of the Corporations Act 2001 and is signed for and on behalf of the Directors by: Robert Timmins CHAIRMAN 14 March 2014 14