TIDMPDZ
RNS Number : 2609C
Prairie Mining Limited
28 September 2018
PRAIRIE MINING LIMITED
2018
ANNUAL REPORT | ROCZNY RAPORT
ABN 23 008 677 852
CORPORATE DIRECTORY | ZBIÓR DANYCH KORPORACYJNYCH
DIRECTORS: AUDITOR:
Mr Ian Middlemas Chairman Poland:
Mr Benjamin Stoikovich Director Ernst & Young Audyt Polska sp.
and CEO z. o.o.
Ms Carmel Daniele Non-Executive Australia:
Director Ernst & Young - Perth
Mr Thomas Todd Non-Executive Director
Mr Mark Pearce Non-Executive Director BANKERS:
Mr Todd Hannigan Alternate Director Poland:
Bank Zachodni WBK S.A. - Santander
Group
Mr Dylan Browne Company Secretary Australia:
Australia and New Zealand Banking
PRINCIPAL OFFICES: Group Ltd
PD Co sp. z. o.o. (Warsaw):
Ul. Wspolna, 35 lok. 4 SHARE REGISTRIES:
00-519 Warsaw Poland:
Komisja Nadzoru Finansowego (KNF)
Plac Powstańców Warszawy
Karbonia S.A. (Czerwionka - Leszczyny): 1, skr. poczt. 419
Ul. 3 Maja 44, 00-950 Warszawa
44-230 Czerwionka - Leszczyny Tel: Tel: +48 22 262 50 00
United Kingdom:
London: Computershare Investor Services
Unit 3C, 38 Jermyn Street PLC
London SW1Y 6DN The Pavilions, Bridgewater Road
United Kingdom Bristol BS99 6ZZ
Tel: +44 370 702 0000
Australia (Registered Office): Australia:
Level 9, BGC Centre Computershare Investor Services
28 The Esplanade Pty Ltd
Perth WA 6000 Level 11, 172 St Georges Terrace
Tel: +61 8 9322 6322 Perth WA 6000
Fax: +61 8 9322 6558 Tel: +61 8 9323 2000
SOLICITORS: STOCK EXCHANGE LISTINGS:
Poland: Poland:
DLA Piper Wiater sp.k. Warsaw Stock Exchange - GPW Code:
United Kingdom: PDZ
DLA Piper UK LLP United Kingdom:
Australia: London Stock Exchange (Main Board)
DLA Piper Australia - LSE Code: PDZ
Australia:
Australian Securities Exchange
- ASX Code: PDZ
CONTENTS | ZAWARTO
Directors' Report
Auditor's Independence Declaration
Consolidated Statement of Profit or Loss and other Comprehensive
Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
The following sections (as well as all illustrations and figures)
are available in the full version of the 2018 Annual Report on the
Company's website at http://www.pdz.com.au/company-reports
Notes to and Forming Part of the Financial Statements
Directors' Declaration
Independent Auditor's Report
Corporate Governance
Mineral Resources and Ore Reserves Statement
ASX Additional Information
DIRECTORS' REPORT
The Directors of Prairie Mining Limited present their report on
the Consolidated Entity consisting of Prairie Mining Limited
("Company" or "Prairie") and the entities it controlled at the end
of, or during, the year ended 30 June 2018 ("Consolidated Entity"
or "Group").
OPERATING AND FINANCIAL REVIEW
Operations
Highlights during, and since the end of the financial year
include:
Possible Co-operation between Prairie and JSW
-- During the year, Prairie and Jastrz bska Spó ka W glowa SA
("JSW") entered into a non-disclosure agreement to exchange
technical and commercial information in order to facilitate
substantial and more advanced discussions regarding any potential
co-operation or transaction(s) options in respect of Prairie's
Polish coking coal projects.
-- A number of meetings were held during the year between the
Company and JSW while Prairie made available information to JSW in
relation to both the Debiensko Mine ("Debiensko") and Jan Karski
Mine ("Jan Karski") to allow JSW to conduct assessments of their
feasibility and economics.
-- In the latest public statement made by JSW, they reported
that their due diligence had been finalised and, together with
their advisors, were working on an asset valuation. They also
disclosed that their completed technical due diligence of Debiensko
and Jan Karski showed that both these projects meet JSW's
expectations as to the quality of coal. JSW also announced that
further steps towards a possible transaction between Prairie and
JSW would likely take place from October.
Debiensko Mine (Premium Hard Coking Coal)
-- Mine site redevelopment planning continued at Debiensko
throughout the year towards the completion of initial demolition
works, pre-qualification of study contractors, and preparation for
an infill drill program to increase JORC Measured and Indicated
Resources.
-- Prairie held discussions with regional steel makers and coke
producers for future coking coal sales and offtake.
-- Hard coking coal prices traded at price levels of US$180/t FOB Australia.
-- Market analysts forecast underinvestment in new coking coal
mine development has potential to result in sustained high coking
coal prices.
-- European Commission continues to designate coking coal as a Critical Raw Material.
Jan Karski Mine (Semi-Soft Coking Coal)
-- Prairie continued to use modern exploration techniques to
transform Jan Karski with drill results re-affirming the capability
of the project to produce high value ultra-low ash semi-soft coking
coal, known as Type 34 coal in Poland. Coking coal quality results
announced during the year are superior to the drill results
announced in May 2017, and further confirm that Jan Karski is a
globally significant semi-soft coking coal / Type 34 coking coal
deposit with the potential to produce a high value ultra-low ash
SSCC with an exceptional CSR and a high 75% coking coal product
split.
-- Spatial development plan approved at Jan Karski meaning the
rezoning of 56 hectares of agricultural land for industrial use is
complete which allows for construction of a mine site, shafts and
associated surface infrastructure.
-- Following legal proceedings filed against Poland's Ministry
of Environment ("MoE") due to its failure to grant Prairie with a
Mining Usufruct Agreement at the Jan Karski Mine:
o the Polish Civil Court ruled in Prairie's favour by granting
an injunction preventing the MoE from granting any prospecting,
exploration or mining concession and concluding usufruct agreements
with any other party until the full court proceeding has concluded;
and
o the decision provides security of tenure over the Jan Karski
concessions and effectively safeguards Prairie's rights at the
project until full court proceedings are concluded.
-- The Lublin Regional Director for the Environment issued an
official notification indicating that the process to establish an
Environmental Consent decision for Jan Karski would be extended
past 30 June 2018 due to further information requests to supplement
Prairie's original Environmental and Social Impact Assessment and
ongoing local authority and public consultation.
Corporate
-- In July 2017, Prairie and CD Capital completed an additional
investment of US$2.0 million ($2.6 million) in the form of a
non-redeemable, non-interest-bearing convertible loan note ("Loan
Note 2").
-- Prairie remains in a financially strong position with cash
reserves of A$11 million at 30 June 2018.
Debiensko Mine
Debiensko, is a permitted, hard coking coal project located in
the Upper Silesian Coal Basin in the south west of the Republic of
Poland. It is approximately 40 km from the city of Katowice and 40
km from the Czech Republic.
Debiensko is bordered by the Knurow-Szczyglowice Mine in the
north west and the Budryk Mine in the north east, both owned and
operated by JSW, Europe's leading producer of hard coking coal.
The Debiensko mine was historically operated by various Polish
mining companies until 2000 when mining operations were terminated
due to a major government led restructuring of the coal sector
caused by a downturn in global coal prices. In early 2006 New World
Resources Plc ("NWR") acquired Debiensko and commenced planning for
Debiensko to comply with Polish mining standards, with the aim of
accessing and mining hard coking coal seams. In 2008, the MoE
granted a 50-year mine license for Debiensko.
In October 2016, Prairie acquired Debiensko with a view that a
revised development approach would potentially allow for the early
mining of profitable premium hard coking coal seams, whilst
minimising upfront capital costs. Prairie has proven expertise in
defining commercially robust projects and applying international
standards in Poland. The fact that Debiensko is a former operating
mine and its proximity to two neighbouring coking coal producers in
the same geological setting, reaffirms the significant potential to
successfully bring Debiensko back into operation.
Preparation for the Next Phase of Project Studies
Prairie continues to analyse the drill hole data which will be
used for engineering design of foundations of structures associated
with the shafts, coal handling and preparation plant ("CHPP") and
other surface facilities. These holes are essential in order to
assess the soil conditions, properly design structural foundations
and thus provide more accurate pricing in the tenders as required
for a feasibility study.
Prairie's team have also designed an infill drilling program
that when undertaken will upgrade more of the resource base at
Debiensko to the Measured and Indicated resource categories and
support JORC compliant reserve estimation.
Jan Karski Mine
Jan Karski is a large scale semi-soft coking coal project
located in the Lublin Coal Basin in south east Poland. The Lublin
Coal Basin is an established coal producing province which is well
serviced by modern and highly efficient infrastructure, offering
the potential for low capital intensity mine development. Jan
Karski is situated adjacent to the Bogdanka coal mine which has
been in commercial production since 1982 and is the lowest cost
hard coal producer in Europe.
Prairie's use of modern exploration techniques continues to
transform Jan Karski with latest drill results re-affirming the
capability of the project to produce high value ultra-low ash
semi-soft coking coal ("SSCC"), known as Type 34 coal in Poland
whilst confirming Jan Karski as a globally significant SSCC / Type
34 coking coal deposit with the potential to produce a high value
ultra-low ash SSCC with a coking coal product split of up to
75%.
Key benefits for the local community and the Lublin and Chelm
regions associated with the development, construction and operation
of Jan Karski have been recognised as the following:
-- creation of 2,000 direct employment positions and 10,000
indirect jobs for the region once operational;
-- increasing skills of the workforce through the implementation
of International Standard training programmes;
-- stimulating the development of education, health services and
communications within the region; and
-- building a mine that creates new employment for generations
to come and career paths for families to remain in the region.
Polish Civil Court Grants Injunction in Prairie's Favour against
Poland's Ministry of Environment
On 3 April 2018, Prairie announced that it had commenced legal
proceedings against Poland's MoE due to its failure to grant
Prairie a Mining Usufruct Agreement over the concessions which form
the Jan Karski Mine and in order to protect the Company's security
of tenure over the project.
Pursuant to the initiated legal proceedings:
-- The Regional Civil Court in Warsaw ruled in Prairie's favour
by granting an injunction preventing the MoE from granting
prospecting, exploration or mining concessions and concluding
usufruct agreements with any other party until full court
proceedings are concluded; and
-- The decision provides security of tenure over the Jan Karski
concessions and effectively safeguards Prairie's rights at the
project until full court proceedings are concluded.
The Regional Civil Court in Warsaw has issued a verdict that
forms an injunction preventing the MoE from concluding exploration
or mining usufruct agreement(s) regarding the Jan Karski Mine area
(including the "Lublin" deposit, as well as the former K-4-5,
K-6-7, K-8 and K-9 concession areas) with any party, other than PD
Co Sp. z. o.o. (Prairie Mining's wholly owned Polish subsidiary).
The Court has also ordered that the MoE does not grant any
concessions (for prospecting, exploration and/or mining) to any
party other than PD Co Sp. z. o.o. This highly favourable court
ruling was issued in response to Prairie's application submitted as
part of the legal proceedings commenced by Prairie to protect its
tenure at Jan Karski.
As a result of the ruling by the Regional Civil Court in Warsaw,
security of tenure over the Jan Karski concessions will be
safeguarded until the full court proceeding is concluded. It is
anticipated that full court proceeding could take 12 months or more
to complete.
In the justification to the Court's ruling, the judge stated
that: "Based on the evidence one may at this point state that the
plaintiff (being Prairie) enjoys the right to request conclusion of
the requested mining usufruct agreement for the "Lublin" hard coal
area (otherwise known as Jan Karski) resulting from Article 15 of
the Geological and Mining Law."
Prairie has provided the MoE with all documents required by
Polish Law to conclude a Mining Usufruct Agreement, including the
Geological Documentation approval and an official application for a
Mining Usufruct Agreement.
To date the MoE has not provided Prairie with a Mining Usufruct
Agreement for Jan Karski.
Based on professional advice, Prairie considers that the MoE has
breached the Polish Geological and Mining Law ("GML") and other
Polish laws and is strongly defending its position.
The Company will also consider any other actions necessary to
ensure its concession rights are reserved which may result in the
Company taking further action against the MoE including invoking
the protection afforded to the Company under any relevant
bi-lateral or multi-lateral investment treaties or such other
actions as the Company may consider appropriate at the relevant
time.
Regional Director for the Environment sets a new deadline for
issuing an Environmental Consent Decision
Prairie completed an Environmental and Social Impact Assessment
and made submissions to the Lublin Regional Director for the
Environment ("RDOS") for an Environmental Consent decision for Jan
Karski in October 2017. During the year, the RDOS issued a notice
indicating that the Environmental Proceedings would be delayed
further, subject to the receipt of additional information requested
by the RDOS which the Company, together with its appointed
environmental consultants, are working to provide. During the year,
there was a change of personnel fulfilling the functions of the
Chairman and Deputy Chairman of the Lublin RDOS.
Corporate
Possible Co-Operation between Prairie and JSW
During the year, Prairie and JSW entered into a Non-Disclosure
Agreement ("NDA") with respect to potential co-operation regarding
Prairie's two Polish coal projects. The purpose of the NDA was to
allow for the exchange of technical and commercial information in
order to facilitate substantial and more advanced discussions
regarding any potential transaction(s) options in respect of
Prairie's projects.
Possible Co-Operation between Prairie and JSW (Continued)
Subsequent to the end of the year, Prairie noted press articles
regarding comments by representatives from JSW on possible
transaction(s) between the Company and JSW with respect to
Prairie's Polish coal projects.
The Company advises that discussions continue to take place as
part of the exchange of technical and commercial information.
Commercial discussions continue to be at a preliminary stage and
that even if they move onto discussions of specific transactions
terms there can be no certainty as to whether any transaction(s)
will be agreed, or the potential form of such transaction(s). The
Company expects further exchange of information will continue with
JSW.
In the latest public statement made by JSW, they reported that
their due diligence had been finalised and, together with their
advisors, were working on an asset valuation. They also disclosed
that their completed technical due diligence of Debiensko and Jan
Karski showed that both these projects meet JSW's expectations as
to the quality of coal. JSW also announced that further steps
towards a possible transaction between Prairie and JSW would likely
take place in October.
Any potential transaction(s), should they occur, may be subject
to a number of conditions including, but not limited to, obtaining
positive evaluations and expert opinions, necessary corporate
approvals, consents and approvals related to funding, consents from
Poland's Office of Competition and Consumer Protection (UOKiK) if
required, and any other requirements that may relate to the
strategy, objectives and regulatory regimes applicable to the
respective issuers.
The NDA, signed at the end of March 2018, provides for the
initial due diligence process to be conducted until the end of
September 2018, which may be extended by mutual agreement of both
parties. Commercial discussions, if any, may then take place
subsequent to September 2018.
Results of Operations
The net loss of the Consolidated Entity for the year ended 30
June 2018 was $19,382,454 (2017: $11,482,002). Significant items
contributing to the current year loss and the substantial
differences from the previous financial year include:
(i) Non-cash fair value loss of $9,884,328 (2017: $4,264,925)
attributable to the conversion right of the original CD Capital
convertible loan note ("Loan Note 1") accounted for as a financial
liability at fair value through profit and loss which was
derecognised during the year following the conversion of Loan Note
1. The instrument was a non-cash derivative liability which was
settled during the year via the issue of 44,776,120 Ordinary Shares
and 22,388,060 unlisted options exercisable at $0.60 each on or
before 30 May 2021 ("CD Options") to CD Capital pursuant to the
investment agreement completed in September 2015.
The Company did not pay any cash to settle the liability with
the Company's cash reserve unaffected by the derecognition of the
conversion right
The commercial intentions of both CD Capital and the Company
were to always enter into an equity type arrangement however to be
in compliance with the accounting standards, the conversion right
has, up and until derecognition, been accounted for as a financial
liability with the non-cash fair value movements being recognised
in profit and loss.
(ii) Exploration and Evaluation expenses of $6,774,136 (2017:
$6,560,343), which is attributable to the Group's accounting policy
of expensing exploration and evaluation expenditure incurred by the
Group subsequent to the acquisition of rights to explore and up to
the commencement of a bankable feasibility study for each separate
area of interest. As a direct result of exploration and evaluation
activities conducted during the year, the Group achieved key
milestones including (i) completed drilling at Jan Karski which
re-affirmed the capability of the project to produce SSCC; (ii)
permitting activities continued at Jan Karski including submission
of an ESIA and approval of spatial development plans; and (iii)
mine site redevelopment planning continued at Debiensko including
advancement of demolition works pre-qualification of study
contractors and preparation for an infill drill program to increase
JORC Measured and Indicated Resources;
(iii) Business development expenses of $738,097 (2017:
$1,474,077) which includes expenses in relation to the Group's
investor relations activities, including brokerage fees, public
relations, digital marketing, travel costs, attendances at
conferences and business development consultant costs;
(iv) Other expenses of $18,443 (2017: $521,502) which in 2017
relates to legal, accounting and other consultant costs in relation
to the extensive due diligence and legal process conducted by the
Company to effectively execute the acquisition of Karbonia;
(v) Non-cash share-based payment expense of $1,316,624 (2017:
gain of $392,275) due to incentive securities issued to key
management personnel and other key employees and consultants of the
Group as part of the long-term incentive plan to reward key
management personnel and other key employees and consultants for
the long term performance of the Group. The expense results from
the Group's accounting policy of expensing the fair value
(determined using an appropriate pricing model) of incentive
securities granted on a straight-line basis over the vesting period
of the options and rights. The expense in share-based payments in
2018 compared to an expense in 2017 is attributable to the
forfeiture of 4.4 million unvested Performance Rights in 2017;
(vi) Revenue of $826,883 (2017: $1,340,749) consisting of
interest income of $333,291 (2017: $368,380) and the receipt of
$493,592 (2017: $972,369) of gas and property lease income derived
since acquiring Karbonia in October 2016; and
(vii) Other income of nil (2017: $650,000) which was
attributable to the receipt of $650,000 in 2017 for the sale of the
base metals project.
Financial Position
At 30 June 2018, the Company had cash reserves of $11,022,333
(2017: $16,826,854) placing it in a strong financial position.
At 30 June 2018, the Company had net assets of $12,445,698
(2017: $13,095,130), a decrease of 5% compared with the previous
year. This is largely attributable to the decrease cash reserves
and receivables which was slightly offset by the decrease in
financial liabilities.
Business Strategies and Prospects for Future Financial Years
Prairie's strategy is to create long-term shareholder value by
developing both Debiensko and the Jan Karski in Poland.
To date, the Group has not commenced production of any minerals.
To achieve its objective, the Group currently has the following
business strategies and prospects:
-- Continue in its discussions with JSW with respect to
potential co-operation regarding Debiensko and Jan Karski;
-- Continue with the legal proceedings and appeals against the
MoE with respect to Debiensko and Jan Karski;
-- Preparation for an in-fill drill program to increase JORC
measured and indicated resources to support future feasibility
studies at Debiensko;
-- Preparation of a re-engineered mine plan to produce a
feasibility study to international standards with a focus on near
term production at Debiensko;
-- Advance discussions with regional steel makers and coke
producers for future coking coal sales and offtake at Debiensko;
and
-- Continue project permitting activities including obtaining an
Environmental Consent Decision at Jan Karski.
All of these activities are inherently risky and the Board is
unable to provide certainty of the expected results of these
activities, or that any or all of these likely activities will be
achieved. The material business risks faced by the Group that could
have an effect on the Group's future prospects, and how the Group
manages these risks, include the following:
Business Strategies and Prospects for Future Financial Years
(Continued)
Risk of maintaining project concessions - The Company's mining
exploration and development activities at Debiensko and Jan Karski
are dependent upon the alteration of, or as the case may be, the
maintenance of appropriate licences, concessions, leases, claims,
permits and regulatory consents which may be withdrawn or made
subject to limitations. The maintaining of concessions, obtaining
renewals, or attaining concessions alterations, often depends on
the Company being successful in obtaining required statutory
approvals for its proposed activities and that the licences,
concessions, leases, claims, permits or consents it holds will be
renewed and altered as and when required. In this regard, in July
2015, Prairie announced that it had secured the Exclusive Right to
apply for a Mining Concession for Jan Karski as a result of its
Geological Documentation for the Jan Karski deposit being approved
by Poland's MoE. The approved Geological Documentation covers areas
of all four original Exploration Concessions granted to Prairie
(K-4-5, K-6-7, K-8 and K-9) and includes the full extent of the
targeted resources within the mine plan for Jan Karski. As a result
of the Exclusive Right, Prairie was the only entity with a legal
right to lodge a Mining Concession application over Jan Karski for
the period up and until 2 April 2018. Under the Polish GML, a
Mining Concession application comprises the submission of a Deposit
Development Plan ("DDP"), approval of a spatial development plan
(rezoning of land for mining use) and an Environmental Consent
decision. Prairie has previously announced that the DDP and spatial
development plans for Jan Karski have already been approved.
However, as of the date of this report, Prairie has not yet
received the required Environmental Consent decision, which remains
pending. Prairie completed an Environmental and Social Impact
Assessment and made submissions to RDOS for an Environmental
Consent decision in October 2017. Prairie has not been able to
apply for a Mining Concession for Jan Karski due to the delay in
the issuance of an Environmental Consent decision. However, the
Environmental Consent proceedings continue to progress and the
Company has received notice from the RDOS to provide supplementary
information to the originally submitted Environmental & Social
Impact Assessment. There are no assurances that the Environmental
Consent Decision will be awarded to the Company.
The approval of Prairie's Geological Documentation in 2015 also
conferred upon Prairie the legal right to apply for a Mining
Usufruct Agreement over Jan Karski for an additional 12-month
period beyond April 2018, which precludes any other parties being
granted any licence over all or part of the Jan Karski concessions.
Under Polish law, the MoE is strictly obligated, within three
months of Prairie making an application for a Mining Usufruct
Agreement, to grant the agreement. It should be noted that the MoE
confirmed Prairie's priority right in two written statements (i.e.
in a final administrative decision dated 11 February 2016 and in a
formal letter dated 13 April 2016). Prairie applied to the MoE for
a Mining Usufruct Agreement over Jan Karski in late December 2017.
As of the date of this report the MoE has not made available to
Prairie a Mining Usufruct Agreement for Jan Karski, therefore
breaching the three-month obligatory period for the agreement to be
concluded. Legal advice provided to Prairie concludes that failure
of the MoE to grant Prairie the Mining Usufruct Agreement is a
breach of Polish law. Accordingly, the Company commenced legal
proceedings against the MoE through the Polish courts in order to
protect the Company's security of tenure over the Jan Karski
concessions. Since the MoE has not provided a decision within three
months regarding Prairie's Mining Usufruct application, the Polish
civil court has the power to enforce conclusion of a Usufruct
Agreement in place of the MoE. In the event that a Mining Usufruct
Agreement is not made available to the Company on acceptable terms
or the Company does not enter into a Mining Usufruct Agreement for
any other reason, other parties may be able to apply for
exploration or mining rights for all or part of the Jan Karski
concession area.
However, given that the Civil Court has approved Prairie's
motion for an injunction against the MoE, as described above, the
MoE is now prevented from entering into a Usufruct agreement or
concession with any other party besides Prairie until the full
court proceedings are concluded.
Under the terms of the Debiensko Mining Concession issued in
2008 by the MoE (which is valid for 50 years from grant date),
commencement of production was to occur by 1 January 2018. In
December 2016, following the acquisition of Debiensko, Prairie
applied to the MoE to amend the 50 year Debiensko Mining
Concession. The purpose of the concession amendment was to extend
the time stipulated in the Mining Concession for first production
of coal from 2018 to 2025. Prairie has now received an initial and
appealable, first instance decision from the MoE that has denied
the Company's amendment application. However, Prairie continues to
have valid tenure and ownership of land at Debiensko. Not meeting
the production timeframe stipulated in the concession does not
immediately infringe on the validity and expiry date of the
Debiensko Mining Concession, which is June 2058. Prairie also holds
a valid environmental consent decision enabling mine construction.
Prairie has appealled the MoE's decision on the basis that its
justification for denial is fundamentally flawed for a number of
reasons including failure to consider the requirements of the law
and public interest in Poland, and the relevant facts of the
Company and its amendment application. Prairie will strongly defend
its position and continue to take relevant actions to pursue its
legal rights regarding the Debiensko concession. Prairie's legal
team has lodged an appeal, which points out the deficiencies of the
MoE's first instance decision. As at the date of this report,
Prairie has not received an official response in relation to this
appeal.
However, if Prairie's appeal is unsuccessful, then this may lead
to the commencement of proceedings by the MoE to limit or withdraw
the Debiensko concession. Prairie also has the right of further
appeal to Poland's administrative courts. The Company will consider
any other actions necessary to ensure its concession rights are
preserved, which may result in the Company taking further action
against the MoE including invoking the protection afforded to the
Company under any relevant bi-lateral or multi-lateral investment
treaties or such other actions as the Company may consider
appropriate at the relevant time. There is however no assurance
that such appeals, legal proceedings, applications (or renewals or
alterations) of the Company concessions will be granted or that
such applications, renewals, alterations, rights and title
interests will not be revoked or significantly altered. If such
appeals, legal proceedings, applications, renewals or alterations
of concessions applied for are not successful or granted or are in
fact revoked as the case may be in the future, there is a risk that
this may have a material adverse effect on the financial
performance and operations at Jan Karski, Debiensko, the Company
and on also the value of the Company's securities.
-- Co-operation between Prairie and JSW may not occur - Any
transaction(s), should it/they occur, may be subject to a number of
conditions including, but not limited to, obtaining positive
evaluations and expert opinions, necessary corporate approvals,
consents and approvals related to funding, consents from Poland's
Office of Competition and Consumer Protection (UOKiK) if required,
and any other requirements that may relate to the strategy,
objectives and regulatory regimes applicable to the respective
issuers, and which could also prevent a transaction from occurring
or even completing. The non-occurrence of a transaction could also
have a material impact on the value of the Company's
securities.
-- The Company's activities will require further capital in
future years - At the date of this report, the Company has cash of
approximately $11 million which places it in a strong position to
conduct its current planned exploration and development activities
at Debiensko and Jan Karski. However, the ability of the Company to
finance capital investment in future years for the construction and
future operation of the Company's projects is dependent, among
other things, on the Company's ability to raise additional future
funding either through equity or debt financing. Any failure to
obtain sufficient financing in the future may result in delaying or
indefinite postponement of any future construction of the projects
or even a loss of property interest (in the future). The key items
which the Company would require further funding in future years
would be for the construction of the mines at each project.
In this regard, and pursuant to the CD Capital investment
agreement, CD Capital has a first right to invest a further $55
million in any future fund raise conducted by the Company, plus CD
Capital will have the ability to inject a further $13 million
through the exercise of their $0.60 CD Options. There is however no
guarantee that CD Capital would take up this right in the future
(or exercise their options). There is also a risk that the
Company's obligation to offer CD Capital a first right of refusal
on any future fund raising could prejudice the Company's ability to
raise funds from investors other than CD Capital. However, the
Company considers that it would not be necessary to undertake such
development actions until it has secured financing to do so and the
timing for commencement of such actions would accordingly depend on
the date that such financing is secured. If, in the unlikely event
that future financing cannot be secured, the Group has the
flexibility and ability to significantly reduce its ongoing
expenditure. Furthermore, the Company's board of directors has a
successful track record of fundraising for natural resources
projects, including large scale coal projects, and has completed
successful financing transactions with strategic partners, large
institutional fund managers, off-take partners and traders and
project finance lenders. There is however no guarantee that the
then prevailing market conditions will allow for a future
fundraising or that new investors will be prepared to subscribe for
ordinary shares or at the price at which they are willing to do so
in the future. Failure to obtain sufficient future financing may
result in delaying or indefinite postponement of appraisal and any
development of the Company's projects in the future, a loss of the
Company's personnel and ultimately a loss of its interest in the
projects. There can be no assurance that additional future capital
or other types of financing will be available, if needed, or that,
if available, the terms of such future financing will be favourable
to the Company.
If the Company obtains debt financing in the future, it will be
exposed to the risk of leverage and its activities could become
subject to restrictive loan and lease covenants and undertakings.
If the Company obtains future equity financing other than on a pro
rata basis to existing Shareholders, the future percentage
ownership of the existing Shareholders may be reduced, Shareholders
may then experience subsequent dilution and/or such securities may
have preferred rights, options and pre-emption rights senior to the
Ordinary Shares. There can be no assurance that the Company would
be successful in overcoming these risks in the future or any other
problems encountered in connection with such financings.
-- Risk of further challenges by Bogdanka - Since April 2015,
Lubelski Wegiel Bogdanka ("Bogdanka") has made a number of
applications and appeals to the Polish MoE seeking a Mining
Concession application over the Company's K-6-7 Exploration
Concession and priority right (only one Exploration Concession
which comprises of the Jan Karski Mine). All applications and
appeals previously made by Bogdanka have been outright rejected.
However, Bogdanka has made a further appeal to the Supreme
Administrative Court (with no court hearing being scheduled to
date). The Supreme Administrative Court has no authority to grant
Bogdanka a Mining Concession but it may however cancel the MoE's
previous rejection decision.
If the Supreme Administrative Court does cancel the MoE's
decision, the MoE will be required to re-assess Bogdanka's Mining
Concession application. As discussed above Bogdanka has in the past
raised several appeals challenging the Company's title to the
Exploration Concessions comprising the Jan Karski Mine. There is
therefore no guarantee that Bogdanka will not seek to file further
appeals to future decisions taken by government departments in the
course of the Jan Karski Mine development timeline. Furthermore,
during the financial year, Bogdanka filed a mining concession
application for the K-6-7 area subsequent to the MoE not providing
Prairie with a Mining Usufruct Agreement as discussed above.
However, given that the Civil Court has approved Prairie's motion
for an injunction against the MoE, the MoE is unable to grant a
mining concession for K-6-7 to Bogdanka (or any other party other
than Prairie) until the full court proceedings are concluded.
-- Operations conducted in an emerging market - The Company's
operations are located in Poland and will be exposed to related
risks and uncertainties associated with this jurisdiction. Changes
in mining or investment policies, laws or regulations (or the
application thereof) or shifts in political attitude in Poland, in
particular to mining, use of coal, foreign ownership of coal
projects and the movement to a nationalistic policy may adversely
affect the permitting, approvals process, operations and/or
profitability of the Company. The Company continues to consult with
the various levels of Government but there can be no assurances
that current or future political developments in Poland will not
directly impact the Company's operations or its ability to attract
funding for its operations. The Company also competes with many
other companies in Poland, including companies with established
mining operations. Some of these companies have greater financial
resources and political influence than the Company and, as a
result, may be in a better position to compete with or impede the
Company's current or future activities. For
example, recent legislative changes and proposed legislative
changes initiated by Poland's governing Law & Justice party
have called into question the independence of the judiciary and
subsequently the rule of law in Poland. In December 2017, the
Council of Europe's Commission for Democracy through Law ("Venice
Commission") found that the cumulative effect of proposed reforms
to two laws and recently adopted amendments to a third law "puts at
serious risk" the independence of "all parts" of the Polish
judiciary. The opinion concerned two drafts recently submitted by
the Polish President to the Sejm (Polish Parliament), to amend the
Act on the National Council of the Judiciary and the Act on the
Supreme Court, as well as recently already adopted amendments to
the Act on Ordinary Courts. Additionally, and subsequent to the end
of the financial year, the European Commission formally notified
Poland that it had initiated infringement proceedings against the
country because of the adoption of the controversial amendments to
the Supreme Court Act.
-- The Company may be adversely affected by fluctuations in coal
prices and/or foreign exchange - The price of coal fluctuates
widely and is affected by numerous factors beyond the control of
the Company. Coal prices are currently high compared to previous
levels but there is no guarantee that prices will remain at this
level in the future. Future production, if any, from the Company's
mineral properties and its profitability will be dependent upon the
price of coal being adequate to make these properties economic.
Current and planned development activities are predominantly
denominated in Euros and the Company's ability to fund these
activates may be adversely affected if the Australian dollar
continues to fall against the Euro. The Company currently does not
engage in any hedging or derivative transactions to manage
commodity price or foreign exchange risk. As the Company's
operations change, this policy will be reviewed periodically going
forward.
DIRECTORS
The names and details of the Group's Directors in office at any
time during the financial year or since the end of the financial
year are:
Directors:
Mr Ian Middlemas Chairman
Mr Benjamin Stoikovich Director and CEO
Ms Carmel Daniele Non-Executive Director
Mr Thomas Todd Non-Executive Director
Mr Mark Pearce Non-Executive Director
Mr Todd Hannigan Alternate Director
Unless otherwise stated, Directors held their office from 1 July
2017 until the date of this report.
CURRENT DIRECTORS AND OFFICERS
Mr Ian Middlemas B.Com, CA
Chairman
Mr Middlemas is a Chartered Accountant, a member of the
Financial Services Institute of Australasia and holds a Bachelor of
Commerce degree. He worked for a large international Chartered
Accounting firm before joining the Normandy Mining Group where he
was a senior group executive for approximately 10 years. He has had
extensive corporate and management experience, and is currently a
Director with a number of publicly listed companies in the
resources sector.
Mr Middlemas was appointed a Director of the Company on 25
August 2011. During the three year period to the end of the
financial year, Mr Middlemas has held directorships in
Constellation Resources Limited (November 2017 - present), Apollo
Minerals Limited (July 2016 - present), Cradle Resources Limited
(May 2016 - present), Paringa Resources Limited (October 2013 -
present), Berkeley Energia Limited (April 2012 - present), Salt
Lake Potash Limited (January 2010 - present), Equatorial Resources
Limited (November 2009 - present), Piedmont Lithium Limited
(September 2009 - present), Sovereign Metals Limited (July 2006 -
present), Odyssey Energy Limited (September 2005 - present) and
Syntonic Limited (April 2010 - June 2017).
Mr Benjamin Stoikovich B.Eng, M.Eng, M.Sc, CEng, CEnv
Director and CEO
Mr Stoikovich is a mining engineer and professional corporate
finance executive. He has extensive experience in the resources
sector gained initially as an underground Longwall Coal Mining
Engineer with BHP Billiton where he was responsible for underground
longwall mine operations and permitting, and more recently as a
senior executive within the investment banking sector in London
where he gained experience in mergers and acquisitions, debt and
off take financing.
He has a Bachelor of Mining Engineering degree from the
University of NSW; a Master of Environmental Engineering from the
University of Wollongong; and a M.Sc in Mineral Economics from
Curtin University. Mr Stoikovich also holds a 1st Class Coal Mine
Managers Ticket from the Coal Mine Qualifications Board (NSW,
Australia) and is a registered Chartered Engineer (CEng) and
Chartered Environmentalist (CEnv) in the United Kingdom.
Mr Stoikovich was appointed a Director of the Company on 17 June
2013. During the three year period to the end of the financial
year, Mr Stoikovich has not held any other directorships in listed
companies.
Ms Carmel Daniele B.Ec, CA
Non-Executive Director
Ms Carmel Daniele is the founder and Chief Investment Officer of
CD Capital in London. Ms Daniele has over 20 years of global
natural resources investment experience, ten of which was spent
with Newmont Mining/Normandy Mining and acquired companies. As a
Senior Executive (Corporate Advisory) at Newmont she structured
cross-border M&As including the three-way merger between
Franco-Nevada, Newmont and Normandy. Post-merger Ms Daniele
structured the divestment of various non-core mining assets around
the world for the merchant banking arm, Newmont Capital. Ms Daniele
started off her career at Deloitte Touche Tohmatsu. Prior to
setting up CD Capital in London in 2006, Ms Daniele was an
investment advisor to RAB Capital's Special Situations Fund on
sourcing and negotiating natural resource private equity
investments. Ms Daniele holds a Master of Laws (Corporate &
Commercial) and Bachelor of Economics from the University of
Adelaide and is a Fellow of the Institute of Chartered
Accountants.
Ms Daniele was appointed a Director on 21 September 2015. During
the three year period to the end of the financial year, Ms Daniele
has not held any other directorships in listed companies.
Mr Thomas Todd B.Sc (Hons), CA
Non-Executive Director
Mr Todd was the Chief Financial Officer of Aston Resources from
2009 to November 2011. Prior to Aston Resources, Mr Todd was Chief
Financial Officer of Custom Mining, where his experience included
project acquisition and funding of project development for the
Middlemount project to the sale of the company to Macarthur Coal. A
graduate of Imperial College, Mr Todd holds a Bachelor of Physics
with first class Honours. He is a Chartered Accountant (The
Institute of Chartered Accountants in England and Wales) and a
graduate of the Australian Institute of Company Directors.
Mr Todd was appointed a Director on 16 September 2014. During
the three year period to the end of the financial year, Mr Todd has
held a directorship in Paringa Resources Limited (May 2014 -
Present).
Mr Mark Pearce B.Bus, CA, FCIS, FFin
Non-Executive Director
Mr Pearce is a Chartered Accountant and is currently a Director
of several listed companies that operate in the resources sector.
He has had considerable experience in the formation and development
of listed resource companies. Mr Pearce is also a Fellow of the
Institute of Chartered Secretaries and Administrators and a Fellow
of the Financial Services Institute of Australasia.
Mr Pearce was appointed a Director of the Company on 25 August
2011. During the three year period to the end of the financial
year, Mr Pearce has held directorships in Constellation Resources
Limited (July 2016 - present), Apollo Minerals Limited (July 2016 -
present), Salt Lake Potash Limited (August 2014 - present),
Equatorial Resources Limited (November 2009 - present), Sovereign
Metals Limited (July 2006 - present), Odyssey Energy Limited
(September 2005 - present), Piedmont Lithium Limited (September
2009 - August 2018) and Syntonic Limited (April 2010 - October
2016).
Mr Todd Hannigan B.Eng (Hons)
Alternate Director for Mr Thomas Todd
Mr Hannigan was the Chief Executive Officer of Aston Resources
from 2010 to 2011. During this time, the company significantly
progressed the Maules Creek project, including upgrades to the
project's resources and reserves, completion of all technical and
design work for the Definitive Feasibility Study, negotiation of
two major project stake sales and joint venture agreements,
securement of port and rail access and progression of planning
approvals to final stages. Mr Hannigan has worked internationally
in the mining and resources sector for over 18 years with Aston
Resources, Xstrata Coal, Hanson PLC, BHP Billiton and MIM.
Mr Hannigan was appointed as Alternate for Mr Thomas Todd on 16
September 2014. During the three year period to the end of the
financial year, Mr Hannigan has held a directorship in Paringa
Resources Limited (May 2014 - Present).
Mr Dylan Browne B.Com, CA, AGIA
Company Secretary
Mr Browne is a Chartered Accountant and Associate Member of the
Governance Institute of Australia (Chartered Secretary) who is
currently Company Secretary for a number of ASX and European listed
companies that operate in the resources sector. He commenced his
career at a large international accounting firm and has since been
involved with a number of exploration and development companies
operating in the resources sector, based from London and Perth,
including Apollo Minerals Limited, Berkeley Energia Limited and
Papillon Resources Limited. Mr Browne successfully listed Prairie
on the Main Board of the London Stock Exchange and the Warsaw Stock
Exchange in 2015 and recently oversaw Berkeley's listings on the
Main Board LSE and the Madrid, Barcelona, Bilboa and Valencia Stock
Exchanges. Mr Browne was appointed Company Secretary of the Company
on 25 October 2012.
PRINCIPAL ACTIVITIES
The principal activities of the Group during the financial year
consisted of the exploration and development of Debiensko and Jan
Karski. No significant change in nature of these activities
occurred during the year.
EARNINGS PER SHARE
2018 2017
Cents Cents
---------------------------------- -------- -------
Basic and diluted loss per share (10.99) (7.42)
---------------------------------- -------- -------
ENVIRONMENTAL REGULATION AND PERFORMANCE
The Group's operations are subject to various environmental laws
and regulations under the relevant government's legislation. Full
compliance with these laws and regulations is regarded as a minimum
standard for all operations to achieve.
Instances of environmental non-compliance by an operation are
identified either by external compliance audits or inspections by
relevant government authorities.
There have been no significant known breaches by the Group
during the financial year.
DIVIDS
No dividends were paid or declared since the start of the
financial year. No recommendation for payment of dividends has been
made (2017: nil).
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There were no significant changes in the state of affairs of the
Group during the year other than the following:
(i) On 6 July 2017, Prairie and CD Capital completed an
additional investment of US$2.0 million (A$2.6 million) in the form
of non-redeemable, non-interest-bearing convertible Loan Note
2;
(ii) On 23 August 2017, Prairie announced that the spatial
development plan had been approved at Jan Karski by the MoE meaning
the rezoning of 56 hectares of agricultural land for industrial use
is complete allowing for construction of a mine site, shafts and
associated surface infrastructure at Jan Karski;
(iii) On 21 February 2018, Prairie announced that drill results
re-affirming the capability of the project to produce high value
ultra-low ash SSCC (instead of thermal coal) known as Type 34 coal
in Poland; and
(iv) On 30 May 2018, the Company announced that Loan Note 1
issued to CD Capital had converted via the issue of 44,776,120
Ordinary Shares and 22,388,060 CD Options.
SIGNIFICANT EVENTS AFTER BALANCE DATE
At the date of this report, there are no matters or
circumstances, which have arisen since 30 June 2018 that have
significantly affected or may significantly affect:
-- the operations, in financial years subsequent to 30 June 2018, of the Consolidated Entity;
-- the results of those operations, in financial years
subsequent to 30 June 2018, of the Consolidated Entity; or
-- the state of affairs, in financial years subsequent to 30
June 2018, of the Consolidated Entity.
DIRECTORS' INTERESTS
As at the date of this report, the Directors' interests in the
securities of the Company are as follows:
Interest in securities at the date of this
report
--------------------------------------------------------
Ordinary Shares(1) Incentive Options(2) Performance
Rights(3)
------------------------ ------------------- --------------------- ------------
Mr Ian Middlemas 10,600,000 - -
Mr Benjamin Stoikovich 1,500,000 - 2,100,000
Ms Carmel Daniele(4) 44,776,120 22,388,060(5) -
Mr Thomas Todd 2,800,000 - -
Mr Mark Pearce 3,000,000 - -
Mr Todd Hannigan 3,504,223 - -
------------------------ ------------------- --------------------- ------------
Notes:
(1) "Ordinary Shares" means fully paid Ordinary Shares in the capital of the Company.
(2) "Incentive Options" means an option to subscribe for one
Ordinary Share in the capital of the Company.
(3) "Performance Rights" means Performance Rights issued by the
Company that convert to one Ordinary Share in the capital of the
Company upon vesting of various performance conditions.
(4) As founder and controller of CD Capital, Ms Daniele also has
an interest in a convertible note (Loan Note 2) and the right of CD
Capital to acquire 5,711,804 Ordinary shares through the issue of a
$0.46 convertible note.
(5) As part of the investment agreement completed with CD
Capital in September 2015 and following conversion of Loan Note 1
in May 2018, CD Capital were issued with 22,388,060 unlisted
options exercisable at $0.60 each on or before 30 May 2021 (CD
Options).
SHARE OPTIONS AND PERFORMANCE RIGHTS
At the date of this report the following Incentive Options and
Performance Rights have been issued over unissued Ordinary Shares
of the Company:
-- 200,000 Incentive Options exercisable at $0.50 each on or before 31 March 2020;
-- 400,000 Incentive Options exercisable at $0.60 each on or before 31 March 2020;
-- 700,000 Incentive Options exercisable at $0.80 each on or before 31 March 2020;
-- 22,388,060 CD Options exercisable at $0.60 each on or before 30 May 2021;
-- 10,675,000 Performance Rights with various vesting conditions
and expiry dates between 31 December 2018 and 31 December 2020;
and
-- Convertible loan note with a principal amount of $2,627,430,
convertible into 5,711,805 ordinary shares at a conversion price of
$0.46 per share with no expiry date (Loan Note 2).
During the year ended 30 June 2018, nil Ordinary Shares have
been issued as a result of the exercise of Incentive Options, nil
Ordinary Shares have been issued as a result of the conversion of
Performance Rights and 44,776,120 Ordinary Shares were issued on
conversion of Loan Note 1. Subsequent to year end and up until the
date of this report, nil Ordinary Shares have been issued as a
result of the exercise of Incentive Options, nil Ordinary Shares
have been issued as a result of the conversion of Performance
Rights and nil Ordinary Shares have been issued on the conversion
of Loan Note 2 or the CD Options.
INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITORS
The Constitution of the Company requires the Company, to the
extent permitted by law, to indemnify any person who is or has been
a Director or officer of the Company or Group for any liability
caused as such a Director or officer and any legal costs incurred
by a Director or officer in defending an action for any liability
caused as such a Director or officer.
During or since the end of the financial year, no amounts have
been paid by the Company or Group in relation to the above
indemnities.
During the financial year, an annualised insurance premium was
paid to provide adequate insurance cover for directors and officers
against any potential liability and the associated legal costs of a
proceeding.
To the extent permitted by law, the Company has agreed to
indemnify its auditors, Ernst & Young, as part of the terms of
its audit engagement agreement against claims by third parties
arising from the audit (for an unspecified amount). No payment has
been made to indemnify Ernst & Young during or since the
financial year.
REMUNERATION REPORT (AUDITED)
This Remuneration Report, which forms part of the Directors'
Report, sets out information about the remuneration of Key
Management Personnel ("KMP") of the Group.
Details of Key Management Personnel
Details of the KMP of the Group during or since the end of the
financial year are set out below:
Directors
Mr Ian Middlemas Chairman
Mr Benjamin Stoikovich Director and CEO
Ms Carmel Daniele Non-Executive Director
Mr Thomas Todd Non-Executive Director
Mr Mark Pearce Non-Executive Director
Mr Todd Hannigan Alternate Director
Other KMP
Mr Miroslaw Taras Group Executive - Poland
Mr Simon Kersey Chief Financial Officer
Mr Dylan Browne Company Secretary
Unless otherwise disclosed, the KMP held their position from 1
July 2017 until the date of this report.
Remuneration Policy
The Group's remuneration policy for its KMP has been developed
by the Board taking into account the size of the Group, the size of
the management team for the Group, the nature and stage of
development of the Group's current operations, and market
conditions and comparable salary levels for companies of a similar
size and operating in similar sectors. In addition to considering
the above general factors, the Board has also placed emphasis on
the following specific issues in determining the remuneration
policy for KMP:
(a) the Group is currently focused on undertaking exploration,
appraisal and development activities;
(b) risks associated with small cap resource companies whilst
exploring and developing projects; and
(c) other than profit which may be generated from asset sales,
the Company does not expect to be undertaking profitable operations
until sometime after the commencement of commercial production on
any of its projects.
Executive Remuneration
The Group's remuneration policy is to provide a fixed
remuneration component and a performance-based component (short
term incentive and long term incentive). The Board believes that
this remuneration policy is appropriate given the considerations
discussed in the section above and is appropriate in aligning
executives' objectives with shareholder and business
objectives.
Fixed Remuneration
Fixed remuneration consists of base salaries, as well as
employer contributions to superannuation funds and other non-cash
benefits. Non-cash benefits may include provision of car parking
and health care benefits.
Fixed remuneration is reviewed annually by the Board. The
process consists of a review of company and individual performance,
relevant comparative remuneration externally and internally and,
where appropriate, external advice on policies and practices.
Performance Based Remuneration - Short Term Incentive
("STI")
Some executives are entitled to an annual cash incentive payment
upon achieving various key performance indicators ("KPI's"), as set
by the Board. Having regard to the current size, nature and
opportunities of the Company, the Board has determined that these
KPI's will include measures such as successful commencement and/or
completion of exploration activities (e.g. commencement/completion
of exploration programs within budgeted timeframes and costs),
establishment of government relationship (e.g. establish and
maintain sound working relationships with government and
officialdom), development activities (e.g. completion of
infrastructure studies and commercial agreements), corporate
activities (e.g. recruitment of key personnel and representation of
the company at international conferences) and business development
activities (e.g. corporate transactions and capital raisings).
These measures were chosen as the Board believes they represent the
key drivers in the short and medium-term success of the Company's
development. On an annual basis, and subsequent to year end, the
Board assesses performance against each individual executive's KPI
criteria. During the 2018 financial year, a total cash incentive of
$134,361 (2017: $256,487) was paid, or is payable, to KMP on
achievement of KPIs as set by the Board which included: (i)
completed drilling at Jan Karski which re-affirmed the capability
of the project to produce SSCC; (ii) permitting activities
continued at Jan Karski including submission of an ESIA and
approval of spatial development plans; and (iii) mine site
redevelopment planning continued at Debiensko including advancement
of demolition works pre-qualification of study contractors and
preparation for an infill drill program to increase JORC Measured
and Indicated Resources.
Performance Based Remuneration - Long Term Incentive
The Group has adopted a long-term incentive plan ("LTIP")
comprising the "Prairie Employee and Contractors Performance Rights
Plan" (the "Plan") to reward KMP and key staff (including eligible
employees and contractors) for long-term performance. Shareholders
approved the Plan in November 2013 at an Annual General Meeting of
Shareholders and on 17 August 2017 shareholders approved an amended
and renewal of the Plan.
The Plan provides for the issuance of unlisted Performance
Rights which, upon satisfaction of the relevant performance
conditions attached to the Performance Rights, will result in the
issue of an Ordinary Share for each Performance Right. Performance
Rights are issued for no consideration and no amount is payable
upon conversion thereof.
To achieve its corporate objectives the Company needs to attract
and retain its key staff, whether employees or contractors. The
Board believes that grants made to eligible participants under the
Plan provides a powerful tool to underpin the Company's employment
and engagement strategy, and that the implementation of the Plan
will:
(a) enable the Company to recruit, incentivise and retain KMP
and other eligible employees and contractors to assist with the
completion of and achievement of the Company's strategic
objectives;
(b) link the reward of eligible employees and contractors with
the achievements of strategic goals and the long term performance
of the Company;
(c) align the financial interests of eligible participants of
the Plan with those of Shareholders; and
(d) provide incentives to eligible employees and contractors of
the Plan to focus on superior performance that creates Shareholder
value.
Performance Rights granted under the Plan to eligible
participants will be linked to the achievement by the Company of
certain performance conditions as determined by the Board from time
to time. These performance conditions must be satisfied in order
for the Performance Rights to vest. The Performance Rights also
vest where there is a change of control of the Company. Upon
Performance Rights vesting, Ordinary Shares are automatically
issued for no consideration. If a performance condition of a
Performance Right is not achieved by the expiry date then the
Performance Right will lapse.
During the financial year, Performance Rights were granted (and
were on issue) to certain KMP and other employees with the
following performance conditions:
(a) Decision to Commence Construction means a Board decision for
the commencement of construction activities (including securing
adequate project finance to enable construction to commence) for
Jan Karski (including but not limited to the commencement of ground
breaking for the construction of infrastructure, coal processing
and/or coal breaker station facilities), in accordance with the
activities outlined in the project development schedule and budget
approved by the Board and forming part of a technical study before
31 December 2018;
(b) Debiensko Feasibility Study means the announcement on ASX by
the Company of a positive Feasibility Study at Debiensko before 31
December 2019; and
(c) Decision to Commence Underground Mining Construction means a
Board decision for the commencement of construction activities
(including securing adequate project finance to enable construction
to commence) for Debiensko (including but not limited the
commencement of ground breaking for the construction of
infrastructure, coal processing and/or coal breaker station
facilities), in accordance with the activities outlined in the
project development schedule and budget approved by the Board and
forming part of a technical study before 31 December 2020.
In addition, the Group may choose to provide unlisted Incentive
Options to some KMP as part of their remuneration and incentive
arrangements in order to attract and retain their services and to
provide an incentive linked to the performance of the Group. The
Board's policy is to grant Incentive Options to KMP with exercise
prices at or above market share price (at the time of agreement).
As such, any Incentive Options granted to KMP are generally only of
benefit if the KMP performed to the level whereby the value of the
Group increased sufficiently to warrant exercising the Incentive
Options granted.
Other than service-based vesting conditions (if any), there are
generally no additional performance criteria attached to any
Incentive Options granted to KMP, as given the speculative nature
of the Group's activities and the small management team responsible
for its running, it is considered that the performance of the KMP
and the performance and value of the Group are closely related.
The Company prohibits executives entering into arrangements to
limit their exposure to Incentive Options and Performance Rights
granted as part of their remuneration package.
Non-Executive Director Remuneration
The Board's policy is for fees to Non-Executive Directors to be
no greater than market rates for comparable companies for time,
commitment and responsibilities. Given the current size, nature and
risks of the Company, Incentive Options may also be used to attract
and retain Non-Executive Directors. The Board determines payments
to the Non-Executive Directors and reviews their remuneration
annually, based on market practice, duties and accountability.
Independent external advice is sought when required.
The maximum aggregate amount of fees that can be paid to
Non-Executive Directors is subject to approval by shareholders at a
General Meeting. Director's fees paid to Non-Executive Directors
accrue on a daily basis. Fees for Non-Executive Directors are not
linked to the performance of the economic entity. However, to align
Directors' interests with shareholder interests, the Directors are
encouraged to hold shares in the Company and given the current
size, nature and opportunities of the Company, Non-Executive
Directors may receive Incentive Options in order to secure and
retain their services.
Fees for the Chairman were set at $36,000 per annum (2017:
$36,000) (excluding post-employment benefits).
Fees for Non-Executive Directors' were set at $20,000 per annum
(2017: $20,000) (excluding post-employment benefits). These fees
cover main board activities only. Non-Executive Directors may
receive additional remuneration for other services provided to the
Company, including but not limited to, membership of
committees.
During the 2018 financial year, no Incentive Options or
Performance Rights were granted to Non-Executive Directors.
The Company prohibits Non-Executive Directors entering into
arrangements to limit their exposure to Incentive Options granted
as part of their remuneration package.
Relationship between Remuneration of KMP and Shareholder
Wealth
During the Company's exploration and development phases of its
business, the Board anticipates that the Company will retain
earnings (if any) and other cash resources for the exploration and
development of its resource projects. Accordingly, the Company does
not currently have a policy with respect to the payment of
dividends and returns of capital. Therefore there was no
relationship between the Board's policy for determining, or in
relation to, the nature and amount of remuneration of KMP and
dividends paid and returns of capital by the Company during the
current and previous four financial years.
The Board did not determine, and in relation to, the nature and
amount of remuneration of the KMP by reference to changes in the
price at which shares in the Company traded between the beginning
and end of the current and the previous four financial years.
Discretionary annual cash incentive payments are based upon
achieving various non-financial key performance indicators as
detailed under "Performance Based Remuneration - Short Term
Incentive" and are not based on share price or earnings. However,
as noted above, certain KMP may receive Incentive Options in the
future which generally will be of greater value to KMP if the value
of the Company's shares increases sufficiently to warrant
exercising the Incentive Options.
Relationship between Remuneration of KMP and Earnings
As discussed above, the Company is currently undertaking
exploration and development activities, and does not expect to be
undertaking profitable operations (other than by way of material
asset sales, none of which is currently planned) until sometime
after the successful commercialisation, production and sales of
commodities from one or more of its projects. Accordingly the Board
does not consider earnings during the current and previous four
financial years when determining, and in relation to, the nature
and amount of remuneration of KMP.
Emoluments of Directors and Executives
Details of the nature and amount of each element of the
emoluments of each Director and KMP of Prairie Mining Limited are
as follows:
Short-term benefits Non-Cash
Share-based
payments
$
------------ ---------------- ------------ ---------- -------------
Cash Living
Salary Incentive Allow-ance Post-employment Perfor-mance
& fees Payments $ benefits Total related
$ $ $ $ %
------------ ------ ---------- ----------- ------------ ---------------- ------------ ---------- -------------
Directors
Ian
Middlemas 2018 36,000 - - 3,420 - 39,420 -
2017 36,000 - - 3,420 - 39,420 -
------------------- ---------- ----------- ------------ ---------------- ------------ ---------- -------------
Benjamin
Stoikovich 2018 436,396 134,361 - - 75,003 645,760 32.4
2017 376,963 169,233 - - (163,617) 382,579 44.2
------------------- ---------- ----------- ------------ ---------------- ------------ ---------- -------------
Carmel
Daniele(1) 2018 - - - - - - -
2017 - - - - - - -
------------ ------ ---------- ----------- ------------ ---------------- ------------ ---------- -------------
Thomas Todd 2018 20,000 - - 1,900 - 21,900 -
2017 20,000 - - 1,900 - 21,900 -
Mark Pearce 2018 20,000 - - 1,900 - 21,900 -
2017 20,000 - - 1,900 - 21,900
------------------- ---------- ----------- ------------ ---------------- ------------ ---------- -------------
Todd
Hannigan 2018 - - - - - - -
2017 - - - - - - -
------------ ------ ---------- ----------- ------------ ---------------- ------------ ---------- -------------
Other KMP
Miroslaw
Taras 2018 117,213 - - - 72,582 189,795 38.2
2017 76,533 24,371 - - 36,403 137,307 44.3
Simon
Kersey 2018 278,927 - - - 107,455 386,382 27.8
2017 68,644 21,549 - - 11,481 101,674 32.5
------------------- ---------- ----------- ------------ ---------------- ------------ ---------- -------------
Dylan
Browne 2018 118,393 - - - 14,133 132,526 10.7
2017 128,244 16,914 - - 15,341 160,499 20.1
------------------- ---------- ----------- ------------ ---------------- ------------ ---------- -------------
Total 2018 1,026,929 134,361 - 7,220 269,173 1,437,683
2017 726,384 232,067 - 7,220 (100,392) 865,279
=================== ========== =========== ============ ================ ============ ========== =============
Notes:
(1) During the year Ms Daniele waived her Non-Executive Director remuneration.
Options and Performance Rights Granted to KMP
Details of Incentive Options and Performance Rights granted as
part of remuneration by the Company to each KMP of the Group during
the financial year is as follows:
Grant
Date
Exercise Fair
Grant Price Value(1)
Expiry Vesting Number Number
2018 Security Date Date Date $ $ Granted Vested
-------------- ---------- -------- -------- -------- --------- ---------- --------- --------
Other KMP
Benjamin 21 Aug 31 Dec
Stoikovich Rights 17 19 -(3) - 0.500 640,000 -
21 Aug 31 Dec
Rights 17 20 -(4) - 0.500 960,000 -
---------- -------- ----------------------- -------- --------- ---------- --------- --------
Miroslaw 21 Aug 31 Dec
Taras Rights 17 18 -(5) - 0.500 100,000 -
21 Aug 31 Dec
Rights 17 19 -(3) - 0.500 300,000 -
21 Aug 31 Dec
Rights 17 20 -(4) - 0.500 300,000 -
---------- -------- ----------------------- -------- --------- ---------- --------- --------
21 Aug 31 Dec
Dylan Browne Rights 17 19 -(3) - 0.500 130,000 -
21 Aug 31 Dec
Rights 17 20 -(4) - 0.500 195,000 -
---------- -------- ----------------------- -------- --------- ---------- --------- --------
Notes:
(1) For details on the valuation of the Incentive Options and
Performance Rights, including models and assumptions used, please
refer to Note 19 to the financial statements.
(2) Each Incentive Option or Performance Right converts into one
Ordinary Share of Prairie Mining Limited.
(3) Vest on satisfaction of the Debiensko Feasibility Study milestone.
(4) Vest on satisfaction of the Decision to Commence Underground
Mining Construction at Debiensko Milestone.
(5) Vest on satisfaction of the Decision to Commence Construction at Jan Karski Milestone.
There were no Incentive Options granted or exercised by any KMP
of the Group during the 2018 financial year.
Employment Contracts with Directors and KMP
During the financial year, Mr Stoikovich signed an updated
appointment letter dated 21 June 2018, under the terms of which he
agrees to serve as a Director of the Company. Mr Stoikovich's
appointment letter is terminable, pursuant to the Company's
Constitution, by giving the Company notice in writing. Under the
updated appointment letter, Mr Stoikovich receives a fixed fee of
GBP25,000 per annum.
During the financial year, Windellama Capital Limited, a company
of which Mr Stoikovich is a director and shareholder, had a
consulting agreement with the Company to provide project management
and capital raising services (CEO services) related to Debiensko
and Jan Karski. Under this agreement, Windellama Capital Limited is
paid a fixed annual consultancy fee of GBP225,000 per annum and an
annual incentive payment of up to GBP100,000 payable upon the
successful completion of key project milestones as determined by
the Board. In addition, Windellama Capital Limited, subject to
meeting the requirements of the Corporations Act and where
necessary receiving the appropriate approvals, was entitled to
receive a payment incentive worth the annual fixed directors fees
and consultancy fee in the event of a change of control clause
being triggered with the Company. The consulting contract could be
terminated by either Windellama Capital Limited or the Company by
giving twelve months' notice. No amount was payable to Windellama
in the event of termination of the contract arising from negligence
or incompetence in regard to the performance of services specified
in the contract.
Mr Taras, was appointed as Group Executive - Poland on 13
October 2016. He has a consultancy agreement with the Company dated
1 March 2015 and amended effective 1 September 2015, which provides
for a consulting fee of PLN22,500 per month for strategic advisory
services. The contract may be terminated by either party by giving
one months' notice. Mr Taras also receives a fixed Management Board
fee for PD Co sp. z o.o. (Jan Karski) of PLN4,400 per month.
Mr Simon Kersey, Chief Financial Officer, is engaged under a
consultancy deed with Cheyney Resources Limited ("Cheyney") dated 1
April 2017. The agreement specifies the duties and obligations to
be fulfilled by Mr Kersey as the Chief Financial Officer. The
Company may terminate the agreement with three months written
notice. No amount is payable in the event of termination for
material breach of contract, gross misconduct or neglect. Cheyney
receives an annual consultancy fee of GBP160,000 and will be
eligible for a cash incentive of up to GBP50,000 per annum to be
paid upon successful completion of KPIs. In addition, Cheyney, will
be entitled to receive a payment incentive worth 6 months of the
annual consultancy fee in the event of a change of control clause
being triggered with the Company.
Mr Browne, Company Secretary, had a letter of appointment dated
1 October 2015 confirming the terms and conditions of his
appointment. Mr Browne's appointment letter was terminable pursuant
to the Company's Constitution and he received a fee of GBP6,000 per
annum pursuant to this appointment letter. In addition, Candyl
Limited ("Candyl"), a company of which Mr Browne was a director and
shareholder, had a consultancy agreement with the Company, which
specified the duties and obligations to be fulfilled by Mr Browne
as the Company Secretary. Either party could terminate the
agreement with three months written notice. No amount was payable
in the event of termination for material breach of contract, gross
misconduct or neglect. Candyl received an annual consultancy fee of
GBP63,000. Both the appointment letter and Candyl consulting
agreement were terminated effective 31 October 2017. On 1 November
2017, Mr Browne entered into a new consulting agreement which
specified the duties and obligations to be fulfilled by Mr Browne
as the Company Secretary. Either party can terminate the new
agreement with three months written notice or payment in lieu. No
amount is payable in the event of termination for material breach
of contract, gross misconduct or neglect. Under the new consultancy
agreement, Mr Browne receives a consultancy fee of $10,000 per
month.
Loans from Key Management Personnel
No loans were provided to or received from Key Management
Personnel during the year ended 30 June 2018 (2017: Nil).
Other Transactions
Apollo Group Pty Ltd, a Company of which Mr Mark Pearce is a
Director and beneficial shareholder, was paid or is payable
$150,000 (2017: $150,000) for the provision of serviced office
facilities and administration services. The amount is based on a
monthly retainer of $12,500 (2017: $12,500) due and payable in
advance, with no fixed term, and is able to be terminated by either
party with one month's notice. This item has been recognised as an
expense in the Statement of Profit or Loss and other Comprehensive
Income. At 30 June 2018, $12,500 (2017: $12,500) was included as a
current liability in the Statement of Financial Position. From 1
July 2018, the monthly retainer was altered to $20,000 per
month.
As founder and controller of CD Capital, Ms Daniele has an
interest in 22,388,060 $0.60 CD Options (which may result in the
issue of an additional 22,388,060 Ordinary Shares) and an interest
for CD Capital to convert Loan Note 2 into 5,711,804 Ordinary
shares through the issue of the $0.46 convertible note.
Equity instruments held by KMP
Incentive Option and Performance Right holdings of Key
Management Personnel
Vested
Options and exercise-
Held at Exercised/ Held at able at
1 July Granted Rights Net Other 30 June 30 June
2018 2017 as Remuner-ation Converted Change 2018 2018
--------------------- ---------- ------------------ ------------ --------------- ---------- ---------------
Directors
Ian Middlemas - - - - - -
Benjamin Stoikovich 1,500,000 1,600,000 - (1,000,000)(1) 2,100,000 -
Carmel Daniele - - - 22,388,060(3) - 22,388,060
Thomas Todd 1,400,000 - - (1,400,000)(2) - -
Mark Pearce - - - - - -
Todd Hannigan 1,400,000 - - (1,400,000)(2) - -
Other KMP
Miroslaw Taras 700,000 700,000 - (350,000)(1) 1,050,000 -
Simon Kersey 660,000 - - - 660,000 -
Dylan Browne 350,000 325,000 - (200,000)(1) 475,000 -
--------------------- ---------- ------------------ ------------ --------------- ---------- ---------------
Notes:
(1) Forfeiture of Performance Rights on 31 December 2017 as the
performance conditions had not been achieved prior to the expiry
date.
(2) On 30 June 2018, 1,400,000 Incentive Options held jointly by
Mr Todd and Mr Hannigan which were granted to them on 10 September
2014 expired.
(3) As founder and controller of CD Capital, Ms Daniele was
deemed to have an interest in the CD Options issued to CD Capital
following conversion of Loan Note 1 during the year.
Shareholdings of Key Management Personnel
Held at Options Exercised/ Held at
2018 1 July 2017 Granted as Remuneration Rights Converted Net Other Change 30 June 2018
--------------------- ------------- ------------------------ ------------------- ----------------- --------------
Directors
Ian Middlemas 10,600,000 - - - 10,600,000
Benjamin Stoikovich 1,500,000 - - - 1,500,000
Carmel Daniele - - - 44,776,120(2) 44,776,120
Thomas Todd 2,800,000 - - - 2,800,000
Mark Pearce 3,000,000 - - - 3,000,000
Todd Hannigan 3,504,223 - - - 3,504,223
Other KMP
Miroslaw Taras 150,000 - - - 150,000
Simon Kersey 370,000 - - (370,000)(1) -
Dylan Browne 160,000 - - (160,000)(1) -
--------------------- ------------- ------------------------ ------------------- ----------------- --------------
Notes:
(1) Sold on market.
(2) As founder and controller of CD Capital, Ms Daniele was
deemed to have an interest in the 44,776,120 Ordinary Shares issued
to CD Capital on conversion of Loan Note 1 during the year.
End of Remuneration Report
DIRECTORS' MEETINGS
The number of meetings of Directors held during the year and the
number of meetings attended by each Director was as follows:
Board Meetings
Number eligible to attend Number attended
---------------------------------------------- ------------------------- ---------------
Ian Middlemas 2 2
Benjamin Stoikovich 2 2
Carmel Daniele 2 2
Thomas Todd 2 1
Mark Pearce 2 2
Todd Hannigan (Alternate director to Mr Todd) - -
---------------------------------------------- ------------------------- ---------------
There were no Board committees during the financial year. The
Board as a whole currently performs the functions of an Audit
Committee, Risk Committee, Nomination Committee, and Remuneration
Committee, however this will be reviewed should the size and nature
of the Company's activities change.
NON-AUDIT SERVICES
Non-audit services provided by our auditors, Ernst & Young
and related entities, are set out below. The Directors are
satisfied that the provision of non-audit services is compatible
with the general standard of independence for auditors imposed by
the Corporations Act. The nature and scope of each type of
non-audit service provided means that auditor independence was not
compromised.
2018 2017
$ $
--------------------------------- ------ ------
Preparation of income tax return 11,124 13,905
--------------------------------- ------ ------
DIVIDS
No dividends have been declared, provided for or paid in respect
of the financial year ended 30 June 2018 (2017: nil).
AUDITOR'S INDEPENCE DECLARATION
The lead auditor's independence declaration for the year ended
30 June 2018 has been received and can be found on page 22 of the
Directors' Report in the Annual Report.
Signed in accordance with a resolution of the Directors.
Benjamin Stoikovich
Director
27 September 2018
Forward Looking Statements
This release may include forward-looking statements. These
forward-looking statements are based on Prairie's expectations and
beliefs concerning future events. Forward looking statements are
necessarily subject to risks, uncertainties and other factors, many
of which are outside the control of Prairie, which could cause
actual results to differ materially from such statements. Prairie
makes no undertaking to subsequently update or revise the
forward-looking statements made in this release, to reflect the
circumstances or events after the date of that release.
Competent Person Statements
The information in this report that relates to Exploration
Results was extracted from Prairie's announcement dated 21 February
2018 entitled "Drill Results Affirm Jan Karski's Status As A
Globally Significant Semi-Soft (Type 34) Coking Coal Project" which
is available to view on the Company's website at
www.pdz.com.au.
The information in the original announcement that relates to
Exploration Results is based on, and fairly represents information
compiled or reviewed by Mr Jonathan O'Dell, a Competent Person who
is a Member of The Australasian Institute of Mining and Metallurgy.
Mr O'Dell is a part time consultant of the Company. Mr O'Dell has
sufficient experience that is relevant to the style of
mineralisation and type of deposit under consideration and to the
activity which he is undertaking to qualify as a Competent Person
as defined in the 2012 Edition of the 'Australasian Code for
Reporting of Exploration Results, Mineral Resources and Ore
Reserves'.
Prairie confirms that: a) it is not aware of any new information
or data that materially affects the information included in the
original announcements; b) all material assumptions and technical
parameters of the Exploration Results included in the original
announcements continue to apply and have not materially changed;
and c) the form and context in which the relevant Competent
Persons' findings are presented in this presentation have not been
materially modified from the original announcements.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
FOR THE YEARED 30 JUNE 2018
2018 2017
$ $
--------------------------------------------- ------------- -------------
Revenue 826,883 1,340,749
Other income - 650,000
Exploration and evaluation expenses (6,774,136) (6,560,343)
Employment expenses (539,471) (156,171)
Administration and corporate expenses (380,021) (454,807)
Occupancy expenses (595,103) (433,201)
Share-based payment expenses (1,316,624) 392,275
Business development expenses (738,097) (1,474,077)
Other expenses 18,443 (521,502)
Non-cash fair value movements (9,884,328) (4,264,925)
Loss before income tax (19,382,454) (11,482,002)
Income tax expense - -
---------------------------------------------- ------------- -------------
Net loss for the year (19,382,454) (11,482,002)
============================================== ============= =============
Net loss attributable to members of
Prairie Mining Limited (19,382,454) (11,482,002)
============================================== ============= =============
Other comprehensive income
Items that may be reclassified subsequently
to profit or loss:
Exchange differences on translation
of foreign operations 368,311 695,252
Total other comprehensive income/(loss)
for the year, net of tax 368,311 695,252
---------------------------------------------- ------------- -------------
Total comprehensive loss for the year,
net of tax (19,014,143) (10,786,750)
============================================== ============= =============
Total comprehensive loss attributable
to members of Prairie Mining Limited (19,014,143) (10,786,750)
============================================== ============= =============
Basic and diluted loss per share from
(cents per share) (10.99) (7.42)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2018
2018 2017
$ $
----------------------------------------------- ------------- -------------
ASSETS
Current Assets
Cash and cash equivalents 11,022,333 16,826,854
Trade and other receivables 953,528 1,094,997
Total Current Assets 11,975,861 17,921,851
------------------------------------------------ ------------- -------------
Non-current Assets
Property, plant and equipment 2,363,151 2,779,526
Exploration and evaluation assets 2,656,968 2,603,172
Total Non-current Assets 5,020,119 5,382,698
------------------------------------------------ ------------- -------------
TOTAL ASSETS 16,995,980 23,304,549
------------------------------------------------ ------------- -------------
LIABILITIES
Current Liabilities
Trade and other payables 865,265 2,109,127
Provisions 532,820 580,129
Other financial liabilities - cash settlement 1,891,573 1,783,283
Other financial liabilities - non-cash
settlement - 4,600,746
------------------------------------------------ ------------- -------------
Total Current Liabilities 3,289,658 9,073,285
------------------------------------------------ ------------- -------------
Non-Current Liabilities
Provisions 1,260,624 1,136,134
------------------------------------------------ ------------- -------------
Total Current Liabilities 1,260,624 1,136,134
------------------------------------------------ ------------- -------------
TOTAL LIABILITIES 4,550,282 10,209,419
------------------------------------------------ ------------- -------------
NET ASSETS 12,445,698 13,095,130
================================================ ============= =============
EQUITY
Contributed equity 75,525,800 58,477,713
Reserves 3,583,474 2,258,339
Accumulated losses (66,663,576) (47,640,922)
------------------------------------------------ ------------- -------------
TOTAL EQUITY 12,445,698 13,095,130
================================================ ============= =============
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
AS AT 30 JUNE 2018
Share- Foreign
Based Currency
Contributed Payments Translation Accumulated Total
Equity Reserve Reserve Losses Equity
$ $ $ $ $
----------------------------------- ------------ ------------ ------------- ------------- -------------
Balance at 1 July 2017 58,477,713 1,529,894 728,445 (47,640,922) 13,095,130
Net loss for the year - - - (19,382,454) (19,382,454)
Other comprehensive income:
Exchange differences on
translation of foreign
operations - - 368,311 - 368,311
Total comprehensive income/(loss)
for the period - - 368,311 (19,382,454) (19,014,143)
Conversion right of Loan
Note 1 8,283,582 - - - 8,283,582
Share issue costs (43,000) - - - (43,000)
Issue of convertible note
(note 12(a)) 2,627,430 - - - 2,627,430
Convertible note issue
costs (27,418) - - - (27,418)
Issue of CD Options 6,207,493 - - - 6,207,493
Expiry of vested Incentive
Options - (359,800) - 359,800 -
Forfeiture of unvested
Performance Rights - (1,194,000) - - (1,194,000)
Recognition of share-based
payments - 2,510,624 - - 2,510,624
----------------------------------- ------------ ------------ ------------- ------------- -------------
Balance at 30 June 2018 75,525,800 2,486,718 1,096,756 (66,663,576) 12,445,698
=================================== ============ ============ ============= ============= =============
Balance at 1 July 2016 51,298,932 3,010,300 33,193 (36,526,665) 17,815,760
Net loss for the year - - - (11,482,002) (11,482,002)
Other comprehensive income:
Exchange differences on
translation of foreign
operations - - 695,252 - 695,252
Total comprehensive income/(loss)
for the period - - 695,252 (11,482,002) (10,786,750)
Issue of ordinary shares 5,382,522 - - - 5,382,522
Exercise of Incentive Options 1,649,000 - - - 1,649,000
Share issue costs (477,091) - - - (477,091)
Expiry of Incentive Options - (367,745) 367,745 -
Forfeiture of Performance
Rights - (1,626,437) - - (1,626,437)
Transfer from share-based
payments 624,350 (624,350) - - -
Recognition of share-based
payments - 1,138,126 - - 1,138,126
----------------------------------- ------------ ------------ ------------- ------------- -------------
Balance at 30 June 2017 58,477,713 1,529,894 728,445 (47,640,922) 13,095,130
=================================== ============ ============ ============= ============= =============
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2018
2018 2017
$ $
-------------------------------------------- ----------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees (9,589,237) (10,411,638)
Proceeds from property and gas sales 504,702 498,094
Interest received from third parties 370,106 368,380
NET CASH FLOWS USED IN OPERATING ACTIVITIES (8,714,429) (9,545,164)
--------------------------------------------- ----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for plant and equipment (65,450) (219,071)
Proceed from sale of property 495,008 -
Purchase of controlled entity - (742,367)
Proceeds from sale of base metals project - 650,000
Recovery of pre-paid land deposit - 1,990,895
NET CASH FLOWS FROM IN INVESTING ACTIVITIES 429,558 1,679,457
--------------------------------------------- ----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares - 6,935,489
Payments for share issue costs (92,469) (332,431)
Proceeds from issues of convertible
note 2,627,430 -
Payments for issue of convertible note (54,611) -
--------------------------------------------- ----------- ------------
NET CASH FLOWS FROM FINANCING ACTIVITIES 2,480,350 6,603,058
--------------------------------------------- ----------- ------------
Net increase/(decrease) in cash and
cash equivalents (5,804,521) (1,262,649)
Net foreign exchange differences - 26,384
Cash and cash equivalents at beginning
of year 16,826,854 18,063,119
--------------------------------------------- ----------- ------------
CASH AND CASH EQUIVALENTS AT THE END
OF THE YEAR 11,022,333 16,826,854
============================================= =========== ============
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR PGUWCBUPRUGR
(END) Dow Jones Newswires
September 28, 2018 02:02 ET (06:02 GMT)
Prairie Mining (LSE:PDZ)
Historical Stock Chart
From Apr 2024 to May 2024
Prairie Mining (LSE:PDZ)
Historical Stock Chart
From May 2023 to May 2024