Unit 1, 245 Churchill Avenue
Subiaco WA 6008
Australia
PO Box 2025, Subiaco WA 6904
Phone: +61 8 9363 7100
Fax:
+61 8 9388...
PROJECTS AND INVESTMENTS
Mmamantswe Coal Project (‘the Project”)
Aviva entered into a conditional agreement with African E...
This sales transaction was aligned with Aviva’ strategy, which has been to position
the Project to be part of a scale-up o...
Substantial shareholders
CGIG Ltd ceased to be a substantial shareholder of Aviva on 24 April 2013 following
the sale of 2...
Appendix 5B
Mining exploration entity quarterly report
Rule 5.3

Appendix 5B
Mining exploration entity quarterly report
In...
Appendix 5B
Mining exploration entity quarterly report

1.13

1.14
1.15
1.16
1.17
1.18
1.19

Total operating and investing...
Appendix 5B
Mining exploration entity quarterly report

Financing facilities available
Add notes as necessary for an under...
Appendix 5B
Mining exploration entity quarterly report
6.2

Interests in mining
tenements acquired or
increased

*Aviva

d...
Appendix 5B
Mining exploration entity quarterly report
7.6

7.7

7.8

Changes during
quarter
(a) Increases
through issues
...
Appendix 5B
Mining exploration entity quarterly report

Notes
1

The quarterly report provides a basis for informing the m...
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Aviva Corporation Limited FY 2013 results

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Aviva Corporation Limited FY 2013 results

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Aviva Corporation Limited FY 2013 results

  1. 1. Unit 1, 245 Churchill Avenue Subiaco WA 6008 Australia PO Box 2025, Subiaco WA 6904 Phone: +61 8 9363 7100 Fax: +61 8 9388 2355 Email: info@avivacorp.com.au ABN 31 009 235 956 www.avivacorp.com.au 30 July 2013 QUARTERLY REPORT – 30 JUNE 2013 SUMMARY OF ACTIVITIES On 29 April 2013, Aviva entered into a conditional agreement with African Energy Resources Limited (ASX: AFR, BSE: AFR) (“African Energy”) to sell its Mmamantswe Coal Project (“the Project”) in Botswana. Aviva disclosed on 6 May 2013 that it had entered into an agreement with Mawana Minerals (“Mawana”) to purchase 100% of Prospecting License PL 069 (“the License”) for US$300,000, which is the license under which the Project is operated. Completion of the purchase of the License on 4 July 2013 satisfied one of the conditions precedent on the sale of the Project. The sale of the Project was completed on 12 July 2013 following receipt of A$3.5 million from African Energy and shareholder approval for the transaction on 9 July 2013. At the 9 July 2013 general meeting, shareholders also passed a resolution regarding a placement of securities to Arredo Pty Ltd or its nominees. Resolutions for Messrs Ian Middlemas and Mark Pearce to join the Aviva Board of Directors were also approved. At the date of this report Aviva has A$23.5 million in cash. The company is now very well placed to pursue new business development opportunities in the resources sector. 1
  2. 2. PROJECTS AND INVESTMENTS Mmamantswe Coal Project (‘the Project”) Aviva entered into a conditional agreement with African Energy on 29 April 2013 to sell the Project in Botswana for A$3.5 million. Subject to the satisfaction of certain conditions, African Energy would acquire all shares in Aviva’s subsidiary Botswana Energy Solutions Ltd (“BES”) as part of the sale. BES holds 100% of the shares of Mmamantswe Coal Proprietary Limited (“Mmamantswe Coal”) which holds the Project. The agreement was subject to the following conditions being satisfied or waived within three months of the date of the agreement:      Approval of the transaction by Aviva shareholders under the ASX Listing Rules at a general meeting; Completion of due diligence on the Project by African Energy; Mmamantswe Coal being the registered holder of 100% of the Licence under which the Project is operated; Completion of a fundraising by African Energy to finance the acquisition of BES; and Execution of binding sale documentation. Aviva became involved in the Project in 2007 and identified a 1.3 billion tonne coal resource including a probable reserve of 895 million tonnes. Aviva has completed several studies on the Project including a significant water drilling program. Aviva announced in October 2012 that the Environmental Impact Statement for the Project had been issued. On 6 May 2013, Aviva entered into an agreement with Mawana to purchase 100% of the License from Mawana for US$300,000. Aviva entered binding sale documentation to sell the Project to African Energy on 28 May. Execution of the binding sale documentation followed confirmation from African Energy that it had completed satisfactory due diligence on the project. On 4 July 2013, Mmamantswe Coal became the registered holder of 100% of the License after receiving Ministerial approval in Botswana. A general meeting of Aviva shareholders in Perth on 9 July 2013 approved a resolution to sell the Project. This satisfied the final condition precedent to the sale. On 12 July 2013, Aviva received A$3.5 million from African Energy, completing the sale of the Project. This triggered a final payment by Aviva under its purchase agreement with Mawana of approximately US$22,000. This payment was part of the agreement between Aviva and Mawana to acquire 100% of the Licence. Disposal of the Licence for more than US$3 million required a payment of 10% of the difference between the disposal price of A$3.5 million and US$3 million. 2
  3. 3. This sales transaction was aligned with Aviva’ strategy, which has been to position the Project to be part of a scale-up of resources in Botswana. The sale of the Project will increase net profit after tax for the financial year ended 30 June 2013 with approximately A$3.1 million. Investment in Coppermoly Aviva made an investment of A$125,000 in copper explorer Coppermoly through a convertible note in January 2013. During the quarter, Coppermoly announced it would re-acquire 100% of three tenements in West Britain Island, Papua New Guinea. Barrick Gold subsidiary Barrick (PNG Exploration) Limited had earned a 72% interest in the tenements through more than US$20 million of expenditure on exploration. Coppermoly will reacquire 100% of the project for A$5 million over five years. CORPORATE Placement At a shareholder meeting held on 9 July 2013 shareholders approved:   a capital placement of 15 million shares at 11 cents per share to Arredo Pty Ltd or its nominees to raise A$1.65 million; and the issue of 10 million unlisted options at an exercise price of 17.5 cents and expiring four years after their date of issue. These shares and options were issued on 15 July 2013. The placement increased Aviva’s issued share capital to 188.9 million. Proceeds from the placement will be used for general working capital purposes and to assist Aviva to pursue new investment opportunities. Board changes Messrs Ian Middlemas and Mark Pearce were appointed as directors of Aviva on 16 July 2013 following approval of shareholders on 9 July 2013 and completion of the capital placement on 15 July 2013. Mr Middlemas has also now become the new Chairman of Aviva. Non-Executive Directors Dr Geoff Loftus-Hills and Mr Pieter Britz respectively resigned as Directors on 26 July 2013 and 30 May 2013. The role of Chief Executive Officer has become redundant, however Mr Lindsay Reed will remain a Non-Executive Director of the Company. 3
  4. 4. Substantial shareholders CGIG Ltd ceased to be a substantial shareholder of Aviva on 24 April 2013 following the sale of 218,963 shares, which reduced their shareholding in Aviva to less than 5%. Cash position Aviva’s cash position as of 30 June 2013 was A$18.8 million, with no debt. BUSINESS DEVELOPMENT The company is continuing to assess new opportunities both domestic and overseas in the resources sector targeting a number of commodities. Following the recent completion of the sale of Mmamantswe and the placement Aviva has a cash balance of A$23.5 million at the date of this report and is now very well placed to pursue these opportunities. ABOUT AVIVA For more information, please visit our website: www.avivacorp.com.au or contact us: Lindsay Reed Aviva Director Tel: + 61 (0)8 9363 7100 Mark Pearce Aviva Director Tel: + 61 (0)8 9322 6322 Forward-Looking Statements This document may include forward-looking statements. Forward-looking statements include, but are not necessarily limited to, statements concerning Aviva Corporation Limited’s planned exploration program and other statements that are not historic facts. When used in this document, the words such as “could”, “plan”, “estimate” “expect”, “intend”, “may”, “potential”, “should” and similar expressions are forwardlooking statements. Although Aviva Corporation Limited believes that its expectations reflected in these are reasonable, such statements involve risks and uncertainties, and no assurance can be given that actual results will be consistent with these forward-looking statements. 4
  5. 5. Appendix 5B Mining exploration entity quarterly report Rule 5.3 Appendix 5B Mining exploration entity quarterly report Introduced 1/7/96. Origin: Appendix 8. Amended 1/7/97, 1/7/98, 30/9/2001, 01/06/10. Name of entity AVIVA CORPORATION LIMITED ABN Quarter ended (“current quarter”) 31 009 235 956 30 June 2013 Consolidated statement of cash flows Cash flows related to operating activities 1.1 Payments for (a) exploration & evaluation (b) development (c) production (d) administration Dividends received Interest and other items of a similar nature received Interest and other costs of finance paid Income taxes paid Other income Year to date (12 months) $A’000 (50) (876) (737) (1,984) 214 464 Receipts from product sales and related debtors 1.2 Current quarter $A’000 1.3 1.4 1.5 1.6 1.7 91 Net Operating Cash Flows 1.8 1.9 1.10 1.11 1.12 1.13 Cash flows related to investing activities Payment for purchases of: (a) prospects (b) equity investments (c) other fixed assets Proceeds from sale of: (a) prospects (b) equity investments (c) other fixed assets Loans to other entities Loans repaid by other entities Other – payments for a security deposit Net investing cash flows Total operating and investing cash flows (carried forward) (573) (2,305) (125) (14) 4 20,153 4 20,014 (569) 17,709 + See chapter 19 for defined terms. Appendix 5B Page 1
  6. 6. Appendix 5B Mining exploration entity quarterly report 1.13 1.14 1.15 1.16 1.17 1.18 1.19 Total operating and investing cash flows (brought forward) (569) 17,709 0 0 (569) 17,709 19,358 1 18,790 1,086 (5) 18,790 Cash flows related to financing activities Proceeds from issues of shares, options, etc. Proceeds from sale of forfeited shares Proceeds from borrowings Repayment of borrowings Dividends paid Other (Share issue costs) Net financing cash flows Net increase in cash held 1.20 1.21 Cash at beginning of quarter/year to date * Exchange rate adjustments to item 1.20 1.22 Cash at end of quarter *Cash at beginning of the year varies 16K from Full year Statutory Accounts, as Cash held in Kenya needed to be classified as part of Assets held for sale in the Statutory Accounts, due to the sale of Aviva Mining Kenya to African Barrick Gold. Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities Current quarter $A'000 1.23 Aggregate amount of payments to the parties included in item 1.2 179 1.24 Aggregate amount of loans to the parties included in item 1.10 1.25 Explanation necessary for an understanding of the transactions 1.23 Salaries, director’s fees and consultants fees paid to directors and associates of directors. Payments for the quarter include remuneration ($90,000 in total) for additional services provided by directors during the year in respect to corporate activities and issues - Non-cash financing and investing activities 2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows Nil 2.2 Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest Nil + See chapter 19 for defined terms. Appendix 5B Page 2
  7. 7. Appendix 5B Mining exploration entity quarterly report Financing facilities available Add notes as necessary for an understanding of the position. Amount available $A’000 3.1 Loan facilities 3.2 Amount used $A’000 Credit standby arrangements Estimated cash outflows for next quarter $A’000 4.1 Exploration and evaluation 4.2 Development 4.3 Production 4.4 Administration 50 350 400 Total Reconciliation of cash Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows. 18,750 - - 18,790 19,358 Bank overdraft 5.4 18,250 Deposits at call- Term deposits 5.3 608 Cash on hand and at bank 5.2 Previous quarter $A’000 540 5.1 Current quarter $A’000 Other (provide details) Total: cash at end of quarter (item 1.22) Changes in interests in mining tenements Tenement reference 6.1 Nature of interest (note (2)) Interest at beginning of quarter Interest at end of quarter Interests in mining tenements relinquished, reduced or lapsed* + See chapter 19 for defined terms. Appendix 5B Page 3
  8. 8. Appendix 5B Mining exploration entity quarterly report 6.2 Interests in mining tenements acquired or increased *Aviva did acquire tenement PL 069 from Mawana Minerals in Botswana after 30 June and subsequently sold it to African Energy Resources Ltd as part of the sale of Mmamantswe Issued and quoted securities at end of current quarter Description includes rate of interest and any redemption or conversion rights together with prices and dates. Total number 7.1 Preference +securities (description) Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buybacks, redemptions +Ordinary securities Number quoted 7.3 7.4 7.5 Nil Nil 173,993,287 0 0 0 Amount paid up per security (see note 3) (cents) Nil 173,993,287 7.2 Nil Issue price per security (see note 3) (cents) 0 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buybacks +Convertible debt securities (description) + See chapter 19 for defined terms. Appendix 5B Page 4
  9. 9. Appendix 5B Mining exploration entity quarterly report 7.6 7.7 7.8 Changes during quarter (a) Increases through issues (b) Decreases through securities matured, converted Options (description and conversion factor) 0 250,000 250,000 1,000,000 2,000,000 500,000 500,000 750,000 750,000 500,000 500,000 Issued during quarter Exercised during quarter Expired during quarter Debentures 0 Exercise price $0.25 $0.35 $0.12 $0.12 $0.20 $0.30 $0.20 $0.30 $0.30 $0.20 Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil 7.10 7.11 7.12 Unsecured notes 0 0 0 0 0 0 0 7.9 0 0 Expiry date 1 July 2014 1 July 2014 18 March 2014 18 March 2014 31 December 2013 31 December 2013 31 December 2013 31 December 2013 30 June 2015 30 June 2015 0 Compliance statement 1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act or other standards acceptable to ASX (see note 4). 2 This statement does give a true and fair view of the matters disclosed. Sign here: Date: 30 July 2013 (Company secretary) Print name: Stef Weber – Company Secretary + See chapter 19 for defined terms. Appendix 5B Page 5
  10. 10. Appendix 5B Mining exploration entity quarterly report Notes 1 The quarterly report provides a basis for informing the market how the entity’s activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report. 2 The “Nature of interest” (items 6.1 and 6.2) includes options in respect of interests in mining tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement, it should disclose the change of percentage interest and conditions precedent in the list required for items 6.1 and 6.2. 3 Issued and quoted securities The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid securities. 4 The definitions in, and provisions of, AASB 1022: Accounting for Extractive Industries and AASB 1026: Statement of Cash Flows apply to this report. 5 Accounting Standards ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with. == == == == == + See chapter 19 for defined terms. Appendix 5B Page 6

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