The following is management’s discussion and analysis of the financial condition and the results of operations of TriAusMin Limited, (“TriAusMin” or the “Company”) for the year ended June 30, 2014, and its financial position as at June 30, 2014 and should be read in conjunction with the Company’s audited financial statements as at June 30, 2014 including the accompanying notes thereto. The Company’s audited Financial Statements and Notes to the Financial Statements have been prepared in accordance with Australian Accounting Standards, as issued by the Australian Accounting Standards Board and International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. Additional information relating to the Company, including press releases, has been filed electronically with the Australian Securities Exchange (“ASX”) and through the System for Electronic Document Analysis and Retrieval (“SEDAR”) and is available online at www.sedar.com. The date of this management’s discussion and analysis is August 27, 2014. Unless otherwise indicated all amounts discussed herein are denominated in Australian dollars. The relevant exchange rates applicable to the year ended June 30, 2014 are as follows.
Year ended
June 30, 2014
AUD/CDN $ Closing Rate ... 1.007 Average Rate ... 0.982
Prior to the merger with Heron Resources Ltd on 5 August 2014, the Company’s common shares traded on the ASX under the trading symbol “TRO”, and on the Toronto Stock Exchange (the “TSX”) under the trading symbol “TOR”. Following the merger and the conversion of 2.33 TriAusMin shares into 1 Heron share, the common shares of Heron Resources trade on the ASX under the trading symbol “HRR” and on the TSX under the trading symbol “HER”
Cautionary Note Regarding Forward-Looking Information
Certain information included in this management’s discussion and analysis may constitute forward-looking information within the meaning of securities laws. In some cases, forward- looking information can be identified by the use of terms such as “may”, “will”, “should”, “expect”, “believe”, “plan”, “scheduled”, “intend”, “estimate”, “forecast”, “predict”, “potential”, “continue”, “anticipate” or other similar expressions concerning matters that are not historical
facts. Forward-looking information may relate to management’s future outlook and anticipated events or results, and may include statements or information regarding the future plans or prospects of the Company. Without limitation, statements about the Company’s planned activities related to exploration or development activities carried out in Australia, constitute forward-looking information. Actual results may vary. See “Risk Factors and Uncertainties”.
Forward-looking information is based on certain factors and assumptions regarding, among other things, the estimation of mineral reserves and resources, the realization of mineral reserve and resource estimates, metal prices, the timing and amount of future exploration expenditures, the estimation of initial and sustaining capital requirements, the estimation of labour and operating costs, the availability of necessary financing and materials, including financing to conduct any future drilling program and the other activities necessary to continue to explore and develop the Company’s properties in the short and long term, the receipt of necessary regulatory approvals, and assumptions with respect to environmental risks, title disputes or claims, weather conditions, climate change and other similar matters. While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.
Without limitation, in estimating expenditures the Company has assumed, among other things, that metal prices will not change materially from the prices used in its current financial forecasts or those of its affiliate, that it will obtain in a timely fashion all of the financing, regulatory approvals and other authorizations required to enable the continued exploration and development of its properties, and that such activities will proceed in the ordinary course without undue disruption. See “Risk Factors and Uncertainties”.
Forward-looking information is subject to certain factors, including risks and uncertainties, which could cause actual results to differ materially from what management currently expects. These factors include risks inherent in the exploration and development of mineral deposits, risks relating to changes in metal prices and the worldwide demand for and supply of metal, uncertainties inherent in the estimation of mineral reserves and resources, risks relating to the remoteness of the Company’s properties including access and supply risks, reliance on key personnel, construction and operational risks inherent in the conduct of mining activities, including the risk of increases in capital and operating costs and the risk of delays or increased costs that might be encountered during the construction and development process, the risk of fluctuations in the Canadian/Australian and U.S./Australian dollar exchange rates, regulatory risks, including risks relating to the acquisition of the necessary licences and permits, financing, capitalization and liquidity risks, including the risk that the financing necessary to fund the exploration and development activities of the Company may not be available on satisfactory terms, or at all, environmental risks, including risks relating to climate change and the potential impact of global warming on project timelines and on construction and operating costs, and insurance risks. See “Risk Factors and Uncertainties”.
You should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While the Company may elect to, the Company is under no obligation and does not undertake to update this information at any particular time, except as required by law.
Disclosure Controls and Procedures and Internal Controls over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate
TriAusMin Limited
2014 Annual Report
control over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Management has completed an evaluation of the design effectiveness of the Company’s internal control over financial reporting. Based on this assessment, management has concluded that as at June 30, 2014, the Company’s design for internal control over financial reporting was effective. Management has also evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of June 30, 2014. Based on this evaluation, management has concluded that the Company’s disclosure controls and procedures are effective in ensuring that information required to be disclosed in reports filed or submitted by the Company under Australian and Canadian securities legislation is recorded, processed, summarized and reported within the time periods specified in those rules.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during the year ended June 30, 2014, that has materially affected or is reasonably likely to materially affect, its internal control over financial reporting.
OVERVIEW
TriAusMin was incorporated in New South Wales, Australia in 1993 as a wholly-owned subsidiary of Canadian listed, Tri Origin Exploration Ltd (“TOE”) following that company’s exploration success at the Lewis Ponds exploration tenement located near Orange in New South Wales, Australia. TOE managed and funded the Company’s activities from inception until TriAusMin’s Initial Public Offering (“IPO”) of shares in January 2004.
TriAusMin was admitted to the official list of the ASX and commenced trading under the ticker symbol “TRO” on January 9, 2004. On January 22, 2010 TriAusMin was admitted to the official list of the TSX and the Company’s ordinary shares commenced trading on the main board of the TSX under the ticker symbol “TOR” as of that date.
On 5 August 2014, TriAusMin Ltd became a wholly owned subsidiary of Heron Resources Ltd via a Scheme of Arrangement approved by TriAusMin shareholders on 28 July 2014. Following the merger and the conversion of 2.33 TriAusMin shares into 1 Heron share, the common shares of Heron Resources trade on the ASX under the trading symbol “HRR” and on the TSX under the trading symbol “HER”
Selected Annual Financial Information
Set forth below is certain selected financial information expressed in Australian dollars in respect of the nine most recently completed financial years of the Company. This audited data is derived from the Company’s full year financial statements which are prepared in accordance with Australian Accounting Standards, as issued by the Australian Accounting Standards Board and International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.
Financial Year Ended:
Working Capital (1) Total Assets(2) Shareholders’ Equity Common shares outstanding Net Gain (Loss)
Net Gain (Loss) per Common Share (in cents) June 30, 2014 594,833 29,419,394 27,705,938 251,389,050 (1,812,032) (0.72) June 30 2013 1,499,788 29,804,621 29,366,900 251,389,050 (1,555,390) (0.66) June 30,2012 1,448,575 28,972,040 28,197,956 201,111,240 (1,556,311) (0.85) June 30,2011 3,074,711 26,817,206 26,233,209 158,995,945 (1,030,882) (0.74) June 30, 2010 434,697 23,312,896 23,030,519 116,724,734 (1,594,239) (1.47) June 30, 2009 1,991,909 23,467,836 23,274,823 101,918,234 (1,327,433) (1.30) June 30, 2008 5,831,452 25,402,933 24,025,509 101,093,234 (1,718,331) (1.79) June 30, 2007 8,039,371 20,573,560 20,007,601 96,308,234 (1,110,774) (1.35) June 30, 2006 1,449,691 11,565,072 11,311,676 73,699,510 (679,194) (0.92) (1)
See Capital Resources and Liquidity for a further discussion of working capital.
(2) See Critical Accounting Policies and Estimates. (3) All amounts shown are expressed in Australian dollars.
Selected Quarterly Financial Information
Set forth below is certain selected financial information expressed in Australian dollars in respect of the twelve most recently completed quarters of the Company. This unaudited data is derived from the Company’s interim financial statements which are prepared in accordance with Australian Accounting Standards, as issued by the Australian Accounting Standards Board and International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.
Quarter Ended:
Working
Capital (1) AssetsTotal (2) Shareholders’ Equity
Common shares
outstanding Net Gain (Loss)
Net Gain (Loss) per Common Share June 30, 2014 594,833 29,419,394 27,705,938 251,389,050 (631,418) (0.26) March 31, 2014 1,573,957 29,775,038 28,296,285 251,389,000 (393,833) (0.15) December 31, 2013 799,303 28,819,243 28,598,665 251,389,050 (379,409) (0.15) September 30 2013 722,521 29,190,194 28,959,528 251,389,050 (407,372) (0.16) June 30, 2013 1,499,788 29,804,621 29,366,900 251,389,050 (332,991) (0.13) March 31, 2013 2,614,020 30,266,975 29,680,336 251,389,050 (439,321) (0.18) December 31, 2012 2,297,935 30,314,971 30,119,657 251,389,050 (322,642) (0.13) September 30, 2012 648,975 28,457,064 27,737,520 201,111,240 (460,436) (0.22) June, 31 2012 1,448,575 28,972,040 28,197,956 201,111,240 (372,788) (0.19) March, 31 2012 2,856,942 29,074,695 28,485,614 201,111,240 (347,779) (0.17) December 31, 2011 3,715,382 29,207,842 28,833,393 197,170,063 (496,646) (0.31) September 30, 2011 1,641,313 26,236,077 25,941,181 158,995,945 (339,098) (0.18) (1)
See Capital Resources and Liquidity for a further discussion of working capital.
(2) See Critical Accounting Policies and Estimates. (3)