Page 38 - Axiom Mining Limited 2012 Annual Report

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Axiom Mining Limited
Directors’ Report
The Directors of the Company during the year and to the
date of this report are:
Name of Director
Special Responsibilities
Stephen R Williams Non-Executive Chairman
Ryan Mount
Executive Director and
Chief Executive Officer
Neil F Stuart
Non-Executive Director
Operating and Financial Review
Results of Operations
The consolidated loss from ordinary activities of the
Company and its controlled entities for the year ended
30 September 2012 after income tax was A$5,669,246
(2011: A$8,133,138). The net loss of the Company for the
year after income tax was A$8,355,350 (2011: A$14,794,754).
Events Subsequent to Period Ended 30 September 2012
On 19 October 2012, the Company announced a placement
of shares at A$0.03 each with a one for four attaching
option to raise a total fund of A$1,750,000. The attaching
options have an exercise price of $0.03 and an expiry date
of 30 September 2014.
110,366,710 options have been exercised since reporting
date raising A$1,084,916 and resulting in the issue of a
further 110,366,710 shares.
100,000 performance rights have been exercised since
reporting date resulting in the issue of 100,000 shares.
On 23 October 2012, the Company’s subsidiary, Axiom
KB Limited, appeared in the Court of Appeal in Solomon
Islands in respect of an appeal against the ruling on
the preliminary questions in the High Court. The Court
of Appeal expunged the High Court’s answers to the
preliminary questions and ordered that the whole matter
proceed to an expedited trial.
It was recently brought to the Company’s attention by ASIC
on the application of the Company for relief from certain
requirements under sections 708AA (which provides for
rights issues without disclosure under Part 6D.2 of the
Corporations Act 2001 (Cth) (
Corporations Act
)) and 713
(which provides for the issue of a “transaction specific
prospectus” with limited disclosures) of the Corporations
Act and under Class Order 09/425 (which provides for share
purchase plans without disclosure under Part 6D.2 of the
Corporations Act), following suspension in trading of the
Company’s securities in August 2012, that as a result of a
previous suspension in trading of the Company’s shares
in excess of 5 trading days, the Company is unable to issue
Cleansing Statements at the current time.
As announced to the ASX on 14 March 2012, the Company
entered into a Share Purchase and Convertible Security
Agreement dated 13 March 2012 (
Funding Agreement
with Bergen Global Opportunity Fund, LP (
). On
27 November 2012, the Company and Bergen agreed to
terminate the Funding Agreement by mutual consent and
release each other from all further obligations under the
Funding Agreement.
Company Secretary
As the Company is incorporated in Hong Kong it is a
requirement under the Hong Kong Companies Ordinance
to have a resident Company Secretary and Boacoh
Secretarial Limited of Hong Kong act as Company
Secretary for the Company. Boacoh Secretarial Limited
is a Company owned by the partners of Boase Cohen
& Collins Solicitors.
Accountant and Local Agent
As Axiom is registered in Australia it is required to appoint
a Local Agent for receipt of notices from both the Australia
Securities Exchange Limited and the Australian Securities
and Investment Commission. Ms Valerie Valdez was
appointed as Local Agent and Chief Financial Officer on
5 March 2012.
Principal Activities
The principal activities of the Company and the Group
during the year were mineral exploration and assessment
of potential mining acquisition opportunities in Australia,
Vietnam and Solomon Islands. No significant change in
these activities occurred during the year.
Property, Plant and Equipment
Movements in property, plant and equipment of
the Group are set out in Note 9 to the consolidated
financial statements.
Risk Management
The Board of Directors is responsible for ensuring that
risks, and also opportunities are identified on a timely
basis and that activities are aligned with risks and
opportunities identified with the Board of Directors.
The Company believes that it is crucial for all Board
members to be part of this process, and as such the
Board of Directors has not established a separate risk
management committee.