80 million contingent share rights on the achievement of commercial milestones
On 21 August, shareholders overwhelmingly supported the acquisition at a shareholders meeting and we closed the transaction on 23 September. We acknowledge and thank our shareholders for their interest in the acquisition and their strong support throughout. Agrifos' nominee Mr Timothy Cotton has been appointed to the Board in line with the agreement
and Mr Farouk Chaouni will be appointed on achievement of the first commercial milestone. Through these board positions, Minemakers will have access to Agrifos' considerable industry, country and asset knowledge and expertise, further adding to your company's capability to execute our strategy.
We see the exciting Baobab Phosphate Project as highly complementary to our long-term strategy of becoming a significant supplier to the world nutrient market. You will be aware from our previous reporting that we have, over the past two years, undertaken assessments of many projects both within and beyond the phosphate sector. In our view, no other project has presented potential cost, return, risk and strategic fit characteristics as attractive as the Baobab Phosphate Project.
WONARAH PHOSPHATE PROJECT AND JDCPHOSPHATE
Our commitment to JDCPhosphate, Inc. and the Improved Hard Process technology continued during the year. However, we recognised that validation of this technology is likely to take longer than initially anticipated and that the Wonarah Phosphate Project is unlikely to advance without this or similar enabling technology. As a consequence, we reassigned the Wonarah Phosphate Project into our longer term strategy and secured the Baobab Phosphate Project as the focus of our near term strategy.
We remind shareholders that the Improved Hard Process is a potentially disruptive technology in the broad phosphate industry. As such, patents and other confidentiality protections are in place to prevent inappropriate disclosure of methodology and related information. The shareholders of JDCPhosphate, Inc. include private individuals, specialist funds and large conglomerates, all with different reporting requirements. For these reasons, our own reporting is correctly limited to our obligations under continuous disclosure regulations.
We thank our fellow Board members, our small team of staff and consultants for embracing our collective vision and for working through change with drive and determination. We all recognise that there will be many challenges to overcome as we press forward but have been energised by the strong team work that has driven Minemakers recent achievements.
We thank you, our shareholders, for supporting our acquisition of the Baobab Phosphate Project in otherwise difficult commodity and equity markets. We firmly believe that the Baobab Phosphate Project will provide the impetus to turn Minemakers into a phosphate producer in the near-term. When the Improved Hard Process achieves validation, the Company will be well positioned to take advantage of the technology in both Australia and Senegal. Ongoing prudent and focussed development will generate and maximise shareholder value. This is our primary objective and challenge as we look to the year ahead with confidence.
Dick Block Cliff Lawrenson
Chairman Managing Director and CEO
D i r e c t o r s ' R e p o r t
Your directors submit their report on the consolidated entity (referred to hereafter as the Group) consisting of Minemakers Limited (Company) and the entities it controlled at the end of, or during, the year ended 30 June 2015.
DIRECTORS
The names and details of the Company's directors in office during the financial year and until the date of this report are as follows. Where applicable, all current and former directorships held in listed public companies over the last three years have been detailed below. Directors were in office for this entire period unless otherwise stated.
Names, qualifications, experience and special responsibilities
Richard H (Dick) Block, B.Sc (Chemical Engineering) - (Non-executive Chairman) Experience & Expertise
Dick Block is a US based mining and processing industry executive with 4 decades experience in the fertiliser and base and precious metals businesses. The majority of his career was with the Freeport-McMoRan group of companies, where he rose to executive vice president and Chief Operating Officer of Freeport-McMoRan Inc. and senior vice president of Freeport-McMoRan Copper & Gold Inc. In addition, he was President of two of the world's largest phosphate mining and fertiliser producing firms, Agrico Chemical Company and IMC-Agrico Company. Further, he was deeply involved in Queensland Nickel JV in Australia in the 1980s.
Mr Block has been a senior executive or member of the board of directors of six NYSE and TSE listed firms, including Amax Gold Inc. and Kinross Gold Corporation. Also, he has been a member of the board of a number of trade, non-profit and charitable organisations, including the International Fertiliser Industry Association, the Fertiliser Institute, the Phosphate Chemicals Export Association (Phos Chem), the Sulphur Institute, United Way of the North Shore and Illinois Public High School District 115.
Other Current Directorships
None
Former Directorships in the last 3 years
None
Special Responsibilities
Member of the Remuneration and Nomination and the Audit Committees.
Cliff Lawrenson, B.Com. (Hons) - (Managing Director and CEO) Experience & Expertise
Cliff Lawrenson joined Minemakers after holding the position of chief executive officer of FerrAus Limited which he led to a recommended takeover by Atlas Iron Limited in December 2011. Mr Lawrenson held the position of group chief executive officer of GRD Limited from 2006 which incorporated GRD Minproc Limited, OceanaGold Limited and Global Renewables. Prior to joining GRD Limited, Mr Lawrenson was a senior executive and vice president of CMS Energy Corporation in the United States of America and Singapore.
He has worked extensively in investment banking around the world and holds postgraduate qualifications in Finance and Strategy.
Mr Lawrenson has served on several boards in international locations where he led the development and financing of numerous major infrastructure projects. He is also non-executive chairman of Pacific Energy Limited.
Other Current Directorships
Non-executive Chairman of Pacific Energy Limited from August 2010.
Former Directorships in the last 3 years
None
Special Responsibilities
None.
Richard O'Shannassy, B.Juris., LL.B. (Hons) - (Non-executive Director) Experience & Expertise
Richard O'Shannassy is a commercial lawyer with over 30 years experience in the mining and energy sectors. He has experienced private legal practice, including conducting his own practice in Perth for nearly 20 years, as well as in-house roles. He has served upon mining industry committees over a number of years and is a member of Australian Mining and Petroleum Law Association Inc.
Other Current Directorships
Non-executive Director of Brierty Ltd from September 2011.
Former Directorships in the last 3 years
None.
Special Responsibilities
Member of the Audit Committee and Chairman of the Remuneration and Nomination Committee.
Ian McCubbing, B.Comm (Hons), MBA(Ex),CA,GAICD - (Non-executive Director) Experience & Expertise
Ian McCubbing is a Chartered Accountant with more than 25 years corporate experience, principally in the areas of accounting, corporate finance and Mergers and Acquisitions. He has spent more than 15 years working with ASX-200 and other listed companies in senior finance roles including positions as finance director and chief financial officer in mining and industrial companies.
Other Current Directorships
Non-executive Director of Swick Mining Services Limited from August 2010. Non-executive Director of Kasbah Resources from March 2011.
Former Directorships in the last 3 years
Non-executive Director of Mirabela Nickel Limited from January 2011 to April 2014. Chairman of Eureka Energy Limited from July 2010 to June 2012.
Non-executive Director of Alcyone Resources from February 2012 to March 2013.
Special Responsibilities
Chairman of the Audit Committee and member of the Remuneration and Nomination Committee.
Timothy Cotton, B.Comm (Hons), - (Non-executive Director - appointed 23 September 2015) Experience & Expertise
Timothy Cotton has over two decades of experience in the phosphate mining and fertilizer sector, with a strong focus on
business and project development, strategic transactions, M&A and finance. Mr. Cotton is Vice Chairman and a principal in the Agrifos Group of companies, which include Agrifos Partners LLC, Baobab Partners LLC and Vulcan Phosphates LLC. The Agrifos Group is a significant shareholder in Minemakers and in JDCPhosphate, Inc. Mr. Cotton began his career in the merchant banking department of Kidder, Peabody & Co., later becoming a vice president at Lepercq, de Neuflize & Co., a New York-based investment bank. Mr. Cotton formed the Agrifos Group with his partner, Mr. Farouk Chaouni, in 1993. In addition to his role in the Agrifos Group, Mr. Cotton is a director of Zalagh Holding S.A., an integrated poultry company, and MedInstill LLC, a medical device company.
Other Current Directorships
None
Former Directorships in the last 3 years
None
Special Responsibilities
None
COMPANY SECRETARY
John Ribbons, B.Bus., CPA, ACIS
Mr Ribbons is an accountant who has worked within the resources industry for over 19 years in the capacity of company accountant, group financial controller, chief financial officer or company secretary.
Mr Ribbons has extensive knowledge and experience with ASX listed production and exploration companies. He has considerable site based experience with operating mines and has also been involved with the listing of several exploration companies on the ASX. Mr Ribbons has experience in capital raising, ASX and TSX compliance and regulatory requirements. Currently, Mr Ribbons is a director of Montezuma Mining Company Limited. Mr Ribbons has not held any former directorships in the last 3 years.
Rod Wheatley B.Bus., CPA
Rod Wheatley is a senior accountant who has worked within the oil and gas, and resource industry for in excess of 13 years in the capacity of company accountant, group financial controller and chief financial officer.
Mr Wheatley joined Minemakers in 2009 as group financial controller. He was appointed chief financial officer in 2011 and joint company secretary in July 2013. Prior to joining Minemakers, Mr Wheatley held senior accounting positions in a number of ASX and AIM listed production and exploration companies. He has extensive experience in management and project accounting, financial reporting at national and international levels and mergers and acquisitions.
Interests in the shares and options of the Company and related bodies corporate
As at the date of this report, the interests of the directors in the shares rights and options of Minemakers Limited were:
Ordinary Shares
|
Options over Ordinary Shares
|
Rights over Ordinary Shares
|
Dick Block
|
500,000
|
4,000,000
|
-
|
Cliff Lawrenson
|
2,001,868
|
15,000,000
|
-
|
Richard O'Shannassy
|
1,147,652
|
1,500,000
|
-
|
Ian McCubbing
|
200,000
|
1,500,000
|
-
|
Timothy Cotton
|
114,000,000
|
94,000,000
|
80,000,000
|
PRINCIPAL ACTIVITIES
The principal activities of the Company during the course of the financial year were the maintenance of the Wonarah project and the continued evaluation of short term value accretive opportunities. After examining many opportunities the Company found an excellent opportunity as a result of contracting out the Company's existing geological and process capabilities. As
of 24 April 2015 the Company is now focusing primarily on developing the Baobab rock phosphate project in the Republic of Senegal.
There was no significant change in the nature of the Company's activities during the year.
CONSOLIDATED RESULTS
Year Ended 30 Jun 2015
|
Year Ended 30 June 2014 (Restated)
|
$
|
$
|
Consolidated (loss) before income tax expense
|
(43,018,117)
|
(3,776,716)
|
Income tax expense
|
-
|
-
|
(LOSS) FOR THE YEAR
|
(43,018,117)
|
(3,776,716)
|
DIVIDENDS
No dividends were paid or declared during the financial year. No recommendation for payment of dividends has been made.
REVIEW OF OPERATIONS
A review of the operations of the Group during the financial year and likely developments and expected results is included in the Operating and Financial Review set out below.
BAOBAB PHOSPHATE PROJECT
On 23 September 2015 Minemakers Limited (Minemakers or the Company) acquired 100% of a potential near-term production rock phosphate project in the Republic of Senegal ('the Project') from Baobab Partners LLC, an affiliate of Agrifos Partners LLC ('Agrifos'). Agrifos is an affiliate of Vulcan Phosphates LLC ('Vulcan'), which is a co-investor with Minemakers in JDCPhosphate Inc. (JDCP) and a major Minemakers shareholder. The Project advances Minemakers focus on the nutrient and fertiliser sector and advances Minemakers nearer-term strategic objective of early cash flow generation with minimal capital expenditure and no technology risk.
The Republic of Senegal
Overview