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DIAMONEX LIMITED AND CONTROLLED ENTITIES ABN 26 091 951 978 FINANCIAL REPORT FOR THE HALF - YEAR ENDED 31 DECEMBER 2011 For personal use only

DIAMONEX LIMITED AND CONTROLLED ENTITIES Year...DIAMONEX LIMITED ABN 26 091 951 978 DIRECTORS’ REPORT Your Directors present their report of the Company and its controlled entities

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Page 1: DIAMONEX LIMITED AND CONTROLLED ENTITIES Year...DIAMONEX LIMITED ABN 26 091 951 978 DIRECTORS’ REPORT Your Directors present their report of the Company and its controlled entities

DIAMONEX LIMITED

AND CONTROLLED ENTITIES

ABN 26 091 951 978

FINANCIAL REPORT

FOR THE HALF - YEAR ENDED

31 DECEMBER 2011

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Page 2: DIAMONEX LIMITED AND CONTROLLED ENTITIES Year...DIAMONEX LIMITED ABN 26 091 951 978 DIRECTORS’ REPORT Your Directors present their report of the Company and its controlled entities

DIAMONEX LIMITED ABN 26 091 951 978

DIRECTORS’ REPORT

Your Directors present their report of the Company and its controlled entities for the half year ended 31 December 2011.

ASX Compliance Pty Ltd, as part of the disclosure requirements for the reinstatement of the Company's shares on the ASX, has requested the DiamonEx Group to prepare the financial statements for the half-year ended 31 December 2011. Refer to the Company's Financial Reports for the year ended 30 June 2012 and half-year ended 31 December 2012, which have been issued prior to this 31 December 2011 Financial Report. DIRECTORS

The names of the Company’s Directors in office during the half year or until the date of this report are set out below.

Peter van Riet-Lowe Wayne Osterberg

James Allan Mark Gray

Dennis O’Neill Paul Crawford

Leonard Siwawa (resigned 29 April 2013)

REVIEW OF OPERATIONS

The Company’s operating loss for the half year, after an income tax was $329,096 (2010: $1,264,645).

During the period, the Company continued efforts to restructure its balance sheet with a view to recapitalising the Company and seeking the reinstatement of the Company’s shares on ASX.

Directors have assessed the acquisition of a number of projects in Botswana and elsewhere.

In November 2011, the Company entered into a binding terms sheet with Shumba Resources Limited to acquire all the shares in Sechaba Natural Resources (Pty) Limited. Under the terms of the agreement DiamonEx loaned Shumba US$250,000. DiamonEx executed a Deed of Loan and Security for US$250,000 with Flamenco (Pty) Ltd to fund this project.

The Company subsequently announced that the binding terms sheet had been terminated. The loan was settled pursuant to a Triparte Deed of Novation with Flamenco (Pty) Ltd and Shumba Resources Limited, executed on 17 December 2012. Under the Deed the Company transferred all its rights in the Shumba loan to the Botswana Public Officers Pension Fund in satisfaction of the US$250,000 owed to Flamenco (Pty) Ltd.

On 30 November 2011 1,000,000 share options expired.

During the period the company received $482,445 of Mantle Diamond Plc securities in part settlement of the deferred sale consideration for DBL. These proceeds were applied against the secured convertible capital note (refer Note 5). SUBSEQUENT EVENTS

Since the end of the half year ended 31 December 2011, the economic entity's activities have been focussed on the implementation of the Recovery Plan and the re-structuring of the economic entity. Key events since balance date have been:

1. Ongoing financial support of $120,000 received from the underwriters of the proposed $2,000,000 capital raising.

2. The security for the secured convertible capital notes was released on 26 April 2012. (Refer to note 5)

3. The parent company received a warranty claim of US$125,000 from Mantle Diamonds Plc relating to the deferred sale consideration for the Lerala Mine. Refer to note 3 and the Financial Report for the year ended 30 June 2012.

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Page 3: DIAMONEX LIMITED AND CONTROLLED ENTITIES Year...DIAMONEX LIMITED ABN 26 091 951 978 DIRECTORS’ REPORT Your Directors present their report of the Company and its controlled entities

DIAMONEX LIMITED ABN 26 091 951 978

DIRECTORS’ REPORT

4. The Company has entered into a Heads of Agreement with Azimuh Investments (Pty) Ltd on 23

September 2012 to acquire a majority interest in Prospecting Licences PL 204/2012 and PL 205/2012 located in north central Botswana. Under the terms of the proposed joint venture, DiamonEx may earn a 51% interest in the Prospecting Licences by spending Pula 4 Million (A$500,000) on exploration over a 2 year period and can earn up to 75% over the next 2 years by investing a further Pula 12 Million (A$1.5 million).

5. The Company has entered into a Joint Venture Agreement with Superior Resources Limited on 3 April 2013 to acquire a majority interest in EPM 17012 located in North-West Queensland. Under the terms of the joint venture, DiamonEx may earn a 50% interest in EPM 17012 by spending A$500,000 on exploration over an initial 2 year period and can earn up to 75% over the next 2 years by incurring an additional A$1.5 million of exploration expenditure. The Company can only withdraw from the agreement in the first 2 year period after expending $50,000 on the tenement or paying Superior the expenditure shortfall under $50,000.

6. The Company lodged prospecting licence applications over prospective diamond ground with the Geological Survey of Botswana.

7. In December 2012 the Company entered into a Tri-parte Deed of Novation with Flamenco (Pty) Ltd and Shumba Resources Limited whereby the Company transferred all its rights in the Shumba loan to the Botswana Public Officers Pension Fund in satisfaction of the US$250,000 owed to Flamenco. Refer note 3

8. In April 2012, 25,000,000 shares were issued at an issue price of $0.002 per share, to bondholders in lieu of settlement of the repayment of the cash component of the Mantle withholding of DBL sale proceeds.

9. At the Company's Annual General Meeting held on 5 April 2013, shareholders approved the placement of 1,000,000,000 new shares at an issue price of $0.002 per share. Pursuant to underwriting agreements 25,000,000 shares as underwriter fees were also approved.

10. In May 2013, pursuant to the above shareholder approval and underwriting agreements, an amount of $319,000, to fund working capital was raised from the issue of 159,500,000 ordinary shares. A further 6,250,000 were issued in payment of underwriting fees of $12,500.

During May and June 2013, the balance of share application funds of $1,681,000 was received. These funds may only be accessed by the Company upon the re-admission of the Company’s shares on the Australian Securities Exchange.

11. On 27 May 2013, the Company’s members authorised a change of name to Sayona Mining Limited. At the date of this report, the change of name has not been effected.

No other material matters or circumstances have arisen since balance date. GOING CONCERN AND FUTURE FINANCING

The financial statements have been prepared on the basis that the consolidated entity is a going concern.

At 31 December 2011, the economic entity has a deficiency of net assets of $439,076 (30 June 2011: $103,993). As reported previously the economic entity encountered significant financial difficulties as a result of the impact of the global financial crisis in late 2008. Since then the Company has been working with financiers, other creditors and stakeholders on a recovery plan and re-structuring. At balance date the economic entity and the parent entity have incurred significant losses and have negative net equity. The economic entity and the parent entity continue to have the ongoing financial support of the financiers and other creditors.

At the Company's Annual General Meeting held on 5 April 2013, shareholders approved the placement of 1,000,000,000 new shares at an issue price of $0.002 per share to raise $2,000,000. In May 2013, pursuant to this approval and underwriting agreements, an amount of $319,000, was raised to

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Page 5: DIAMONEX LIMITED AND CONTROLLED ENTITIES Year...DIAMONEX LIMITED ABN 26 091 951 978 DIRECTORS’ REPORT Your Directors present their report of the Company and its controlled entities

Accountants, Advisors & Auditors

Hayes Knight Audit (Qld) Pty Ltd ABN 49 115 261 722 Registered Audit Company 299289

Level 19, 127 Creek Street, Brisbane Qld 4000 GPO Box 1189, Brisbane Qld 4001

T: +61 7 32292022 F: +61 7 32293277 E: [email protected]

www.hayesknight.com.au

An independent Member of the Hayes Knight Group and Morison International.

Liability limited by a scheme approved under Professional Standards Legislation

Associated Offices : Sydney | Melbourne | Adelaide | Perth | Darwin | Auckland

Auditor’s Independence Declaration

Under Section 307C of the Corporations Act 2001

To the Directors of Diamonex Limited

I declare that, to the best of my knowledge and belief, during the half-year ended 31 December

2011, there have been:

(i) no contraventions to the auditor independence requirements as set out in the

Corporations Act 2001 in relation to the review; and

(ii) no contraventions of any applicable code of professional conduct in relation to the

review.

Hayes Knight Audit (Qld) Pty Ltd

A M Robertson

Director

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Page 7: DIAMONEX LIMITED AND CONTROLLED ENTITIES Year...DIAMONEX LIMITED ABN 26 091 951 978 DIRECTORS’ REPORT Your Directors present their report of the Company and its controlled entities

31 December 31 December2011 2010

Note $ $

Revenue and other income - 1,766,146

Administrative expenses (196,115) (283,834) Warranty claim on sale of available for sale investments (122,380) - Foreign exchange gains (losses) (8,336) 535,229 Write (off)/back of impairment to subsidiaries - (2,514,465) Employee benefit expense (2,265) (25,803) Finance costs - (741,918)

Loss before income tax expense 2 (329,096) (1,264,645)

Income tax expense - -

Loss from continuing operations for the half-year (329,096) (1,264,645)

Loss for the half-year (329,096) (1,264,645)

Other comprehensive incomeExchange differences on translation of foreign controlled entities (5,987) 14,030

Other Comprehensive income for the half-year net of tax (5,987) 14,030

Total comprehensive loss attributable to members (335,083) (1,250,615)

Earnings per Share

Overall operationsBasic earnings per share (cents per share) 11 (0.0005) (0.0065) Diluted earnings per share (cents per share) 11 (0.0005) (0.0065)

Continuing operationsBasic earnings per share (cents per share) 11 (0.0005) (0.0065) Diluted earnings per share (cents per share) 11 (0.0005) (0.0065)

Dividends per share (cents per share) - -

The accompanying notes form part of these financial statements.

Consolidated Group

DIAMONEX LIMITED

ABN 26 091 951 978

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEfor the half-year ended 31 December 2011

AND CONTROLLED ENTITIES

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Page 8: DIAMONEX LIMITED AND CONTROLLED ENTITIES Year...DIAMONEX LIMITED ABN 26 091 951 978 DIRECTORS’ REPORT Your Directors present their report of the Company and its controlled entities

31 December 30 June2011 2011

Note $ $

CURRENT ASSETS

Cash and cash equivalents 164,751 505,985 Trade and other receivables 3 617,758 1,012,873 Other current assets - 10,097

Total Current Assets 782,509 1,528,955

TOTAL ASSETS 782,509 1,528,955

CURRENT LIABILITIES

Trade and other payables 4 366,023 650,503 Borrowings 5 855,562 982,445

Total Current Liabilities 1,221,585 1,632,948

TOTAL LIABILITIES 1,221,585 1,632,948

NET ASSETS (DEFICIENCY) (439,076) (103,993)

EQUITY

Issued capital 47,539,511 47,539,511 Reserves (4,274,471) (4,268,484) Accumulated losses (43,704,116) (43,375,020)

TOTAL EQUITY (439,076) (103,993)

The accompanying notes form part of these financial statements.

Consolidated Group

AND CONTROLLED ENTITIESDIAMONEX LIMITED

ABN 26 091 951 978

CONSOLIDATED STATEMENT OF FINANCIAL POSITIONAs at 31 December 2011

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Page 9: DIAMONEX LIMITED AND CONTROLLED ENTITIES Year...DIAMONEX LIMITED ABN 26 091 951 978 DIRECTORS’ REPORT Your Directors present their report of the Company and its controlled entities

Note

Issued Capital

Accumulated Losses

Foreign Currency

Translation Reserve

Option Reserve

Total

$ $ $ $ $

Balance at 1 July 2010 39,033,979 (41,351,874) (4,554,351) 245,800 (6,626,446)

Loss attributable to members of entity - (1,264,645) - - (1,264,645) Other comprehensive income for period - - 14,030 - 14,030

Total comprehensive income (loss) - (1,264,645) 14,030 - (1,250,616)

Shares issued during the period - - - - -

Employee share options - - - 5,122 5,122

Balance at 31 December 2010 39,033,979 (42,616,519) (4,540,321) 250,922 (7,871,939)

Balance at 1 July 2011 47,539,511 (43,375,020) (4,529,483) 260,999 (103,993)

Loss attributable to members of entity - (329,096) - - (329,096) Other comprehensive income for period - - (5,987) - (5,987)

Total comprehensive income (loss) - (329,096) (5,987) - (335,083)

Shares issued during the period - - - - -

Share options - - - - -

Balance at 31 December 2011 47,539,511 (43,704,116) (4,535,470) 260,999 (439,076)

The accompanying notes form part of these financial statements.

for the half year-ended 31 December 2011

DIAMONEX LIMITEDAND CONTROLLED ENTITIES

ABN 26 091 951 978

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

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Page 10: DIAMONEX LIMITED AND CONTROLLED ENTITIES Year...DIAMONEX LIMITED ABN 26 091 951 978 DIRECTORS’ REPORT Your Directors present their report of the Company and its controlled entities

31 December 31 December2011 2010

$ $

CASH FLOWS FROM OPERATING ACTIVITIES

Payments to suppliers and employees (575,789) (285,577) Interest received - 828 Borrowing costs - (741,918)

Net cash provided by (used in) operating activities (575,789) (1,026,667)

CASH FLOWS FROM INVESTING ACTIVITIES

Advances to group entities - (2,722,084) Advances to external parties (245,038) -

Net cash provided by (used in) investing activities (245,038) (2,722,084)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from borrowings 479,530 3,745,489

Net cash provided by (used in) financing activities 479,530 3,745,489

Net increase in cash held (341,297) (3,262)

Cash at 1 July 505,985 58,379

Effect of exchange rates on cash holdings in foreign currencies 63 (198)

Cash at 31 December 164,751 54,919

The accompanying notes form part of these financial statements.

Economic Entity

AND CONTROLLED ENTITIESDIAMONEX LIMITED

ABN 26 091 951 978

CONSOLIDATED STATEMENT OF CASH FLOWSfor the half-year ending 31 December 2011

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Page 11: DIAMONEX LIMITED AND CONTROLLED ENTITIES Year...DIAMONEX LIMITED ABN 26 091 951 978 DIRECTORS’ REPORT Your Directors present their report of the Company and its controlled entities

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Future Funding

DIAMONEX LIMITEDAND CONTROLLED ENTITIES

ABN 26 091 951 978

Notes to the Financial Statementsfor the half year-ended 31 December 2011

Accounting Policies

The same accounting policies and methods of computation have been followed in this interim financial report as were applied in the most recent annual financial statements.

ASX Compliance Pty Ltd, as part of the disclosure requirements for the reinstatement of the Company's shares on the ASX, has requested the DiamonEx Group to prepare the financial statements for the half-year ended 31 December 2011. Refer to the Company's Financial Reports for the year ended 30 June 2012 and half-year ended 31 December 2012, which have been issued prior to this 31 December 2011 Financial Report.

These general purpose financial statements for the interim half-year reporting period ended 31 December 2011 have been prepared in accordance with the Corporations Act 2001 and Australian Accounting Standards including AASB 134: Interim Financial Reporting. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards.

This interim financial report does not include full disclosures of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual reports of DiamonEx Limited as at 30 June 2011 and 30 June 2012, the half-year ended 31 December 2012, together with public announcements made by DiamonEx Limited during the interim reporting periods.

The accounting policies and methods of computation adopted are consistent with those of the previous financial periods as disclosed in the 30 June 2011 and 30 June 2012 annual reports.

The financial statements have been prepared on the basis that the parent and consolidated entity is a going concern.

At the Company's Annual General Meeting held on 5 April 2013, shareholders approved the placement of 1,000,000,000 new shares at an issue price of $0.002 per share to raise $2,000,000. In May 2013, pursuant to this approval and underwriting agreements, an amount of $319,000, was raised to fund working capital from the issue of 159,500,000 ordinary shares. A further 6,250,000 were issued in payment of underwriting fees of $12,500.

At 31 December 2011, the economic entity has a deficiency of net assets of $439,076 (30 June 2011: $103,993). As reported previously the economic entity encountered significant financial difficulties as a result of the impact of the global financial crisis in late 2008. Since then the Company has been working with financiers, other creditors and stakeholders on a recovery plan and re-structuring. At balance date the economic entity and the parent entity have incurred significant losses and have negative net equity. The economic entity and the parent entity continue to have the ongoing financial support of the financiers and other creditors.

This working capital is projected as sufficient to finance minimal activities for tweleve months from the date of this report. The Company will have access to a further $1,681,000 pursuant to the underwriting agreements but conditional on the Company being re-admitted to the Australian Securities Exchange.

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Page 12: DIAMONEX LIMITED AND CONTROLLED ENTITIES Year...DIAMONEX LIMITED ABN 26 091 951 978 DIRECTORS’ REPORT Your Directors present their report of the Company and its controlled entities

DIAMONEX LIMITEDAND CONTROLLED ENTITIES

ABN 26 091 951 978

Notes to the Financial Statementsfor the half year-ended 31 December 2011

NOTE 1: BASIS OF PREPARATION (continued)

AASB 2010–4: Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project [AASB 1, AASB 7, AASB 101 & AASB 134 and Interpretation 13]

This standard details numerous non-urgent but necessary changes to accounting standards arising from the IASB’s annual improvements project. Key changes include:

clarifying the application of AASB 108 prior to an entity’s first Australian-Accounting-Standards financial statements;

AASB 7 is amended to add an explicit statement that qualitative disclosures should be made in the context of the quantitative disclosures to better enable users to evaluate an entity’s exposure to risks arising from

AASB 101 is amended to clarify that disaggregation of changes in each component of equity arising from transactions recognised in other comprehensive income is required to be presented, but is permitted to be presented in the statement of changes in equity or in the notes;

AASB 134 is amended by adding a number of examples to the list of events and transactions that require disclosure under AASB 134; and

making sundry editorial amendments to various Standards and interpretations.

Application of the amendments in AASB 2010–4 did not have a material impact on the financial statements of the Entity.

Application of AASB 124 (December 2009) did not have a material impact on the financial statements of the Entity.

New and Revised Accounting Requirements Applicable to the Current Half-year Reporting Period

For the half-year reporting period to 31 December 2011, a number of new and revised accounting standard requirements became mandatory for the first time, some of which are relevant to the Entity. A discussion of these new and revised requirements and their impact on the Entity is provided below.

the definition of a related party is simplified, clarifying its intended meaning and eliminating inconsistencies from the definition, including:

Critical Accounting Estimates and Judgements

the definition now identifies a subsidiary and an associate with the same investor as related parties of each other;

entities significantly influenced by one person and entities significantly influenced by a close member of the family of that person are no longer related parties of each other;

the definition now identifies that, whenever a person or entity has both joint control over a second entity and joint control or significant influence over a third party, the second and third entities are related to each other; and

the definition now clarifies that a post-employment benefit plan and an employer sponsor of such a plan are related parties of each other.

The critical estimates and judgements are:

Going concern basis. See comments in note 1 on future financing and re-listing of the Company's shares on the Australian Securities Exchange.

Carrying value of receivable for deferred sale settlement as detailed in note 3.

AASB 124: Related Party Disclosures (December 2009)

AASB 124 (December 2009) introduces a number of changes to the accounting treatment of related parties compared to AASB 124 (December 2005, as amended), including the following.

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DIAMONEX LIMITEDAND CONTROLLED ENTITIES

ABN 26 091 951 978

Notes to the Financial Statementsfor the half year-ended 31 December 2011

NOTE 1: BASIS OF PREPARATION (continued)

NOTE 2: RESULT FOR THE PERIOD Half year ended 31

Dec 2011 Half year ended

31 Dec 2010

$ $

RevenueInterest received from other persons - 828 Release of guarantee - 1,765,318

Expenses Foreign exchange losses/(gains) 8,336 (535,229) Finance costs - interest paid/payable to external parties - 741,918 Write off/(back) of impairment to subsidiaries - 2,514,465

NOTE 3: TRADE AND OTHER RECEIVABLES 31 December 2011 30 June 2011$ $

Current (unsecured):Deferred sale consideration (a) (b) 367,696 982,445 Loan to Shumba Resources Ltd (c) 245,038 - Other Debtors 5,024 30,428

Total 617,758 1,012,873

AASB 1054 sets out the Australian-specific disclosures that are additional to IFRS disclosure requirements. The disclosure requirements in AASB 1054 were previously located in other Australian Accounting Standards.

Application of AASB 1054 did not have a significant impact on the financial statements of the company.

(b) The group has significant credit risk exposure arising from the deferred receivable of $367,696 (2011: $982,445) from Mantle Diamonds Plc. This relates to cash withheld from the sale proceeds of DBL, including a warranty claim of A$122,380 (US$125,000) (2011:Nil).

Under the Deed of Novation with Flamenco (Pty) Ltd and Shumba Resources Limited the Company transferred all its rights in the Shumba loan to the Botswana Public Officers Pension Fund in satisfaction of the US$250,000 owed to Flamenco.

(a) During the period the company received $482,445 of Mantle Diamond Plc securities in part settlement of this receivable. These proceeds were applied against the convertible note (refer Note 5).

AASB 1054: Australian Additional Disclosures and AASB 2011-1: Amendments to Australian Accounting Standards arising from the Trans-Tasman Convergence Project [AASB 1, AASB 5, AASB 101, AASB 107, AASB 108, AASB 121, AASB 128, AASB 132 & AASB 134 and interpretations 2, 112 & 113].

The following revenue and expense items are relevant in explaining the financial performance for the interim period:

(c) In November 2011, the Company entered into a binding terms sheet with Shumba Resources Limited to acquire all the shares in Sechaba Natural Resources (Pty) Limited. Under the terms of the agreement DiamonEx loaned Shumba US$250,000. In June 2012, the Company announced that the binding terms sheet had been terminated. The loan was settled pursuant to a Tri-parte Deed of Novation executed on 17 December 2012. F

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Page 14: DIAMONEX LIMITED AND CONTROLLED ENTITIES Year...DIAMONEX LIMITED ABN 26 091 951 978 DIRECTORS’ REPORT Your Directors present their report of the Company and its controlled entities

DIAMONEX LIMITEDAND CONTROLLED ENTITIES

ABN 26 091 951 978

Notes to the Financial Statementsfor the half year-ended 31 December 2011

NOTE 4: TRADE AND OTHER PAYABLES 31 December 2011 30 June 2011$ $

Current:Trade creditors 234,401 374,553 Sundry creditors and accrued expenses 131,622 275,950

Total trade & other payables (unsecured) 366,023 650,503

NOTE 5: BORROWINGS 31 December 2011 30 June 2011$ $

Current:Unsecured loan Flamenco (Pty) Ltd - Shumba loan 245,038 - Unsecured loan Flamenco (Pty) Ltd - working capital 78,412 - Secured loan Flamenco (Pty) Ltd - expense funding 32,112 - Secured convertible capital notes (refer note 3(a)) 500,000 982,445

855,562 982,445 Fixed rate convertible capital notes

Expenses funding is unsecured.

Fixed rate convertible capital notes

NOTE 6: RELATED PARTY TRANSACTIONS

The Shumba loan of US$250,000 was secured against all shares held by DiamonEx in Sechaba Natural Resources Limited. DiamonEx did not proceed with acquiring these shares. Under the Deed of Novation with Flamenco (Pty) Ltd and Shumba Resources Limited the Company transferred all its rights in the Shumba loan to the Botswana Public Officers Pension Fund in satisfaction of the US$250,000 owed to Flamenco.

The security for the secured convertible capital notes was released on 26 April 2012.

A Deed of Loan and Security between DiamonEx Limited and Flamenco (Pty) Ltd provided the following security against specific loans from Flamenco:

The working capital loan of US$80,000 is secured against all monies owing to DiamonEx from Mantle Diamonds Plc.

On 3 September 2007 DiamonEx Limited issued 50,000 secured fixed rate convertible capital notes with a total face value of Botswana Pula 50 million. The notes fell into breach and have been the subject of the Recovery Plan which has resulted in part repayment of the notes by way of issue of DiamonEx shares during the prior year. A further portion of the notes were settled from the share component of the deferred proceeds of the sale of DBL. Subsequent to balance date the remaining notes were paid out by the issue of 25,000,000 DiamonEx shares at $0.02 each.

As disclosed in the 30 June 2011 annual financial report there have been numerous related party transactions. Related party transactions are on normal commercial terms and conditions, no more favourable than those available to other parties unless otherwise stated. In the current period, arrangements with related parties continue to be in place, consistent with those reported at 30 June 2011.

Prior period error - in the 2011 financial year, the Company disposed of its 100% interest in DiamonExBotswana Limited to Mantle Diamonds Limited for sale consideration of $10,110,974. At 30 June 2011, thedeferred consideration receivable was $987,445 and a warranty claim of $122,380 arose. These transactionswere detailed in note 5 of the 2011 financial statements.

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DIAMONEX LIMITEDAND CONTROLLED ENTITIES

ABN 26 091 951 978

Notes to the Financial Statementsfor the half year-ended 31 December 2011

NOTE 6: RELATED PARTY TRANSACTIONS (continued)

NOTE 7: COMMITMENTS

The consolidated entity has no commitments at balance date.

NOTE 8: DIVIDENDS

No dividends were declared or paid during the period.

NOTE 9: CONTINGENT LIABILITIES

NOTE 10: EVENTS SUBSEQUENT TO REPORTING DATE

(i)

(ii)

(iii)

(iv)

(v)

The Company has entered into a Heads of Agreement with Azimuh Investments (Pty) Ltd on 23 September 2012 to acquire a majority interest in Prospecting Licences PL 204/2012 and PL 205/2012 located in north central Botswana. Under the terms of the proposed joint venture, DiamonEx may earn a 51% interest in the Prospecting Licences by spending Pula 4 Million (A$500,000) on exploration over a 2 year period and can earn up to 75% over the next 2 years by investing a further Pula 12 Million (A$1.5

Ongoing financial support of $120,000 received from the underwriters of the proposed $2,000,000 capital raising.

The security for the secured convertible capital notes was released on 26 April 2012. (Refer to note 6)

The parent company received a warranty claim of US$125,000 from Mantle Diamonds Plc relating to the deferred sale consideration for the Lerala Mine. Refer to note 3 and the Financial Report for the year

The Company has entered into a Joint Venture Agreement with Superior Resources Limited on 3 April 2013 to acquire a majority interest in EPM 17012 located in North-West Queensland. Under the terms of the joint venture, DiamonEx may earn a 50% interest in EPM 17012 by spending A$500,000 on exploration over an initial 2 year period and can earn up to 75% over the next 2 years by incurring an additional A$1.5 million of exploration expenditure. The Company can only withdraw from the agreement in the first 2 year period after expending $50,000 on the tenement or paying Superior the expenditure shortfall under $50,000.

Director Fees

A director of the Company Mr Peter van Riet-Lowe was appointed a director of Mantle in May 2011,approximately 1 month after the sale transaction. The 2011 financial statements did not identify MantleDiamonds Plc as a related party upon Mr van Riet-Lowe's appointment.

Key events since balance date have been:

If the parent entity re-lists on the Australian Stock Exchange, fees will be paid to Directors in relation to meetings held since the restructuring plan was approved by shareholders at the general meeting held in March 2011. Fees payable will be calculated on the basis of $3,000 per meeting for non-executive directors and $5,000 for the Chairman. At the date of this report, the contingent liability is $155,000 (2011:$80,000).

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Page 16: DIAMONEX LIMITED AND CONTROLLED ENTITIES Year...DIAMONEX LIMITED ABN 26 091 951 978 DIRECTORS’ REPORT Your Directors present their report of the Company and its controlled entities

DIAMONEX LIMITEDAND CONTROLLED ENTITIES

ABN 26 091 951 978

Notes to the Financial Statementsfor the half year-ended 31 December 2011

NOTE 10: EVENTS SUBSEQUENT TO REPORTING DATE (continued)

(vi)

(vii)

(viii)

(ix)

(x)

(xi)

NOTE 11: EARNINGS PER SHARE Half year ended 31

Dec 2011 Half year ended

31 Dec 2010

No. No.

Weighted average number of ordinary shares outstanding during the year used in the calculation of basic EPS 693,700,924 193,154,246

Weighted average number of dilutive securities outstanding - -

Weighted average number of ordinary shares and potential ordinary shares outstanding during the period used in the calculation of diluted EPS 693,700,924 193,154,246

During May and June 2013, the balance of share application funds of $1,681,000 was received. These funds may only be accessed by the Company upon the re-admission of the Company’s shares on the Australian Securities Exchange.

The earnings figures used in the calculation of both the basic EPS and the dilutive EPS are the same.

At the Company's Annual General Meeting held on 5 April 2013, shareholders approved the placement of 1,000,000,000 new shares at an issue price of $0.002 per share. Pursuant to underwriting agreements 25,000,000 shares as underwriter fees were also approved.

On 27 May 2013, the Company’s members authorised a change of name to Sayona Mining Limited. At the date of this report, the change of name has not been effected.

In May 2013, pursuant to the above shareholder approval and underwriting agreements, an amount of $319,000, to fund working capital was raised from the issue of 159,500,000 ordinary shares. A further 6,250,000 were issued in payment of underwriting fees of $12,500.

In April 2012, 25,000,000 shares were issued at an issue price of $0.002 per share, to bondholders in lieu of settlement of the repayment of the cash component of the Mantle withholding of DBL sale proceeds.

In December 2012 the Company entered into a Tri-parte Deed of Novation with Flamenco (Pty) Ltd and Shumba Resources Limited whereby the Company transferred all its rights in the Shumba loan to the Botswana Public Officers Pension Fund in satisfaction of the US$250,000 owed to Flamenco. Refer note 3.

The Company lodged prospecting licence applications over prospective diamond ground with the Geological Survey of Botswana .

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Page 17: DIAMONEX LIMITED AND CONTROLLED ENTITIES Year...DIAMONEX LIMITED ABN 26 091 951 978 DIRECTORS’ REPORT Your Directors present their report of the Company and its controlled entities

NOTE 12: SEGMENT REPORTING

2011 2010 2011 2010 2011 2010$ $ $ $ $ $

REVENUE

Revenue - 1,766,146 - - - 1,766,146

Total revenue from ordinary activities - 1,766,146 - - - 1,766,146

RESULT

Loss from ordinary activities before income tax expense (329,079) (1,238,770) (17) (25,875) (329,096) (1,264,645) Income tax expense - - - - - -

Loss from ordinary activities after income tax expense (329,079) (1,238,770) (17) (25,875) (329,096) (1,264,645)

December June December June December June2011 2011 2011 2011 2011 2011

$ $ $ $ $ $ASSETS

Segment assets (refer note 3(a)) 781,216 1,527,708 1,293 1,247 782,509 1,528,955

LIABILITIES

Segment liabilities (refer note 5) 1,095,799 1,513,213 125,786 119,735 1,221,585 1,632,948

Economic EntityHalf Year ended 31

DecemberHalf Year ended 31

DecemberHalf Year ended 31

December

DIAMONEX LIMITEDAND CONTROLLED ENTITIES

ABN 26 091 951 978

Notes to the Financial Statements

There were no transfers between segments reflected in the revenues, expenses or result above. The pricing of any intersegment transactions is based on market values.

Segment accounting policies are consistent with the economic entity.

for the half-year ended 31 December 2011

The economic entity has operated internationally, in the mineral exploration industry. The exploration focus was exclusively on diamonds. In the current financial circumstances though, all activity has ceased and segment reporting is based on whole of entity. Geographical segment information is as follows:

Australia USA

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Page 18: DIAMONEX LIMITED AND CONTROLLED ENTITIES Year...DIAMONEX LIMITED ABN 26 091 951 978 DIRECTORS’ REPORT Your Directors present their report of the Company and its controlled entities

An independent Member of the Hayes Knight Group and Morison International.

Liability limited by a scheme approved under Professional Standards Legislation

Associated Offices : Sydney | Melbourne | Adelaide | Perth | Darwin | Auckland

Accountants, Advisors & Auditors

Hayes Knight Audit (Qld) Pty Ltd ABN 49 115 261 722 Registered Audit Company 299289

Level 19, 127 Creek Street, Brisbane Qld 4000 GPO Box 1189, Brisbane Qld 4001

T: +61 7 32292022 F: +61 7 32293277 E: [email protected]

www.hayesknight.com.au

INDEPENDENT AUDITOR’S REVIEW REPORT TO THE MEMBERS OF DIAMONEX

LIMITED

Report on the Half-Year Financial Report

We have reviewed the accompanying half year financial report of DiamonEx Limited (the

company), which comprises the consolidated statement of financial position as at 31 December

2011, and the consolidated statement of comprehensive income, consolidated statement of changes

in equity and consolidated statement of cash flows for the half-year then ended, notes comprising a

summary of significant accounting policies and other explanatory information, and the directors’

declaration.

Directors’ Responsibility for the Half-Year Financial Report

The directors of DiamonEx Limited are responsible for the preparation of the half-year financial

report that gives a true and fair view in accordance with Australian Accounting Standards

(including Australian Accounting Interpretations) and the Corporations Act 2001 and for such

internal control as the directors determine is necessary to enable the preparation of the half-year

financial report that is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review.

We conducted our review in accordance with Auditing Standard on Review Engagements ASRE

2410: Review of a Financial Report Performed by the Independent Auditor of the Entity, in order to

state whether, on the basis of the procedures described, we have become aware of any matter that

makes us believe that the financial report is not in accordance with the Corporations Act 2001

including: giving a true and fair view of DiamonEx Limited’s financial position as at 31 December

2011 and its performance for the half-year ended on that date, and complying with Accounting

Standard AASB 134: Interim Financial Reporting and the Corporations Regulations 2001. As the

auditor of DiamonEx Limited, ASRE 2410 requires that we comply with the ethical requirements

relevant to the review of the half-year financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons

responsible for financial and accounting matters, and applying analytical and review procedures. A

review is substantially less in scope than an audit conducted in accordance with Australian

Auditing Standards and consequently does not enable us to obtain assurance that we would become

aware of all significant matters that might be identified in an audit. Accordingly, we do not express

an audit opinion.

Independence

In conducting our review, we have complied with the independence requirements of the

Corporations Act 2001. We confirm that the independence declaration required by the

Corporations Act 2001, provided to the directors of DiamonEx Limited as attached to the director’s

report, has not changed as at the time of this auditor’s review report.

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Page 19: DIAMONEX LIMITED AND CONTROLLED ENTITIES Year...DIAMONEX LIMITED ABN 26 091 951 978 DIRECTORS’ REPORT Your Directors present their report of the Company and its controlled entities

INDEPENDENT AUDITOR’S REVIEW REPORT TO THE MEMBERS OF DIAMONEX

LIMITED (CONTINUED)

Basis for Qualified Auditor’s Conclusion

As set out in Note 3(b), the consolidated entity has $367,696 deferred sale consideration receivable

from the April 2011 sale of Diamonex Botswana Limited. The receivable is being withheld subject

to a $122,380 warranty claim which has been recognised by the Directors. The receivable is

unsecured.

No information could be provided in relation to the capacity of the company to collect the

receivable. Consequently we are unable to obtain sufficient and appropriate audit evidence as to the

carrying value of the receivable as at 31 December 2011.

Conclusion

Based on our review, which is not an audit, except for adjustments, if any, as might have been

required had the limitation in respect of the deferred sale consideration receivable not existed, we

have not become aware of any matter that makes us believe that the half-year financial report of

DiamonEx Limited is not in accordance with the Corporations Act 2001 including:

(i) giving a true and fair view of DiamonEx Limited’s financial position as at 31 December

2011 and of its performance for the half-year ended on that date; and

(ii) complying with AASB 134: Interim Financial Reporting and the Corporations Regulations

2001.

Emphasis of Matter – Continuation as a Going Concern

Without qualifying our conclusion, we draw attention to the respective Auditor’s Report, Auditor’s

Review Report and Note 1 in the financial statements for the year ended 30 June 2012 and the half-

year ended 31 December 2012 which indicated that the ability of the consolidated entity and the

company to continue as a going concern was dependent on collection of amounts receivable which

were owing to the company, the ongoing financial support of the financiers and other creditors, the

achievement of the recovery plan and re-structuring, and re-listing on the Australian Stock

Exchange.

This half-year financial report has been requested by ASX Compliance Pty Ltd as part of the

disclosure requirements for re-listing of the company’s shares on the Australian Stock Exchange.

Consequently this half-year Auditor’s Review Report is issued at a date later than the Auditor’s

Reports for 2012. Directors and auditors now have access to information which was not available

at the date of signing the 2012 reports.

We draw attention to Note 1 in the December 2012 financial statements for future funding. At

balance date the consolidated entity and the company have incurred significant losses and have

negative net equity. However the consolidated entity and the company have had ongoing financial

support of the financiers and the other creditors whilst the recovery plan and re-structuring was

underway. Since balance date these activities have continued and, pursuant to underwriting

agreements, shares to the value of $319,000 were issued to directors in May 2013. The company

has underwriting agreements for a further $1,681,000 in share issues and has received all of the

share application monies. The company may only access these funds upon the re-listing of the

company’s shares on the Australian Stock Exchange.

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Page 20: DIAMONEX LIMITED AND CONTROLLED ENTITIES Year...DIAMONEX LIMITED ABN 26 091 951 978 DIRECTORS’ REPORT Your Directors present their report of the Company and its controlled entities

INDEPENDENT AUDITOR’S REVIEW REPORT TO THE MEMBERS OF DIAMONEX

LIMITED (CONTINUED)

On the basis of the above matters, the ongoing financial support and status of the recovery plan and

re-structuring, the directors have prepared the financial statements on a going concern basis. The

financial statements do not include any adjustments to the amounts and classification of assets and

liabilities that would be necessary if the consolidated entity and the company could not continue as

a going concern.

Hayes Knight Audit (Qld) Pty Ltd

A M Robertson

Director

Level 19, 127 Creek Street,

Brisbane, QLD, 4000

Date: 17 July 2013

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