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TAW - Tawana - Interim Financial Report for the half year ended 30 June 2009

Release Date: 11/09/2009 13:54
Code(s): TAW
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TAW - Tawana - Interim Financial Report for the half year ended 30 June 2009 Tawana Resources NL (Incorporated in Australia) (Registration number ACN 085 166 721) Share code on the JSE Limited: TAW ISIN: AU000000TAW7 Share code on the Australian Stock Exchange Limited: TAW ISIN: AU000000TAW7 ("Tawana" or "the Company") TAWANA RESOURCES N.L. ABN: 69 085 166 721 Appendix 4D Interim Financial Report for the half year ended 30 June 2009 (previous corresponding period: half year ended 30 June 2008) To be read in conjunction with the 31 December 2008 Annual Report. In compliance with Listing Rule 4.2A DIRECTORS` REPORT Your directors present their report on the consolidated entity consisting of Tawana Resources N.L. and the entities it controlled at the end of, or during, the half year ended 30 June 2009. Directors The following persons were directors of Tawana Resources N.L. during the whole of the half-year and up to the date of this report: Euan Luff Chairman Stirling Horne Non-Executive Appointed 31 July Director 2009
Harry Hill Non-Executive Appointed 21 August Director 2009 Wolf Marx Managing Director Retired 31 January 2009 Brian Phillips Non-Executive Resigned 27 July 2009 Director
Neil Barrie Executive Chairman Resigned 31 July 2009 Nonkqubela Mazwai Non-Executive Resigned 21 August Director 2009 Review of Operations Background Tawana was incorporated as a public company on 16 November 1998 in Australia. Operating through its various subsidiaries, the Company is involved in the exploration for, and evaluation of, diamondiferous kimberlites and alluvials, primarily in South Africa and Botswana. The Company`s objective is to establish viable ore reserves and turn such projects into profitable operations. Recently the company has expanded it`s interests in evaluating other resources, primarily manganese, gold, copper, coal and iron ore. To date none of the projects investigated met the company`s criteria. Tawana listed on ASX (as a primary listing) in April 2001 and JSE (as a secondary listing) in November 2005. The Company`s head office is located in Melbourne, Australia. A brief overview of Tawana`s diamond projects, which are all located in prospective areas, follow. Current Status of Projects in South Africa Kareevlei Wes Project, Kimberley Region (Operated by Tawana; 100% owned by Tawana.) On 27 October 2008 the Directors of Tawana announced the conclusion of an agreement with Risk Free Investments 2 (Proprietary) Limited t/a Agio Diamond Investments ("Agio") for the sale of a 26% interest in Tawana`s Kareevlei Project for Rand 12Million (Approximately A$1.7million at current exchange rates). The above mentioned payment was not forthcoming on the due date. In December 2008 Tawana commenced legal proceedings in the South African Supreme Court for full payment of the amount in question. The Company has obtained a judgment against Agio and is presently trying to execute upon the judgment. The Company is pursuing additional sources of funding. The Company is also holding discussions with different groups regarding possible joint ventures on this Project. Tawana Alluvial Project, Lime Acres District, Kimberley Region (Operated by Tawana; 100% owned by Tawana). The Tawana Alluvial Project area encompasses two alluvial deposits, the Feeder Channel and the Eastern Gravels, which extend from 300 meters from the De Beers owned Finsch Mine for a distance of approximately 18 kilometres from the mine. These deposits resulted from the discovery by Tawana during early exploration of targets generated by BHP Billiton. The proposed next stage for the Tawana Alluvial Project is a large scale operating trial mining. As a precursor to this, it is proposed to investigate the most effective methods to extract diamonds from the channels and to determine the most effective processing methods. The Company has not activated this proposal and will not do so until it has the required funds. The Company has limited expenditure commitments to maintaining this tenure. The Company is also trying to find a joint venture partner to conduct the trial mining work on this tenement. St. Augustines Kimberlite Project, Kimberley Region (Operated by Tawana; Tawana 30% equity in Kimberley Diamond Mining and Exploration (formerly Vecto Trade 436 (Pty) Ltd) It was a condition of the Access Agreement granting Vecto Trade 436 (Pty) Ltd (now called Kimberley Diamond Mining and Exploration) ("KDME") access rights to St Augustine that if no kimberlite intersected in the Southern section of the St Augustine area, that KDME would abandon that section and concentrate exploration efforts on the Northern section of the area. The results of Phase 2 drilling show that no kimberlite intersects in the Southern section, and accordingly KDME is contractually bound to withdraw from the Southern Section. Prospecting activities over the northern portion of the Prospecting Right will continue when the Company has the required funds in order to evaluate the area associated with the old St Augustine kimberlite mine area. Lexshell Alluvial Project, Kimberley Region (Tawana 50% and operator / Guma Resources 50%) The project is held under a Mining Right by Lexshell 366 Mining (Pty) Limited ("the Holder"). Tawana and Guma have entered into a Contractor`s Agreement with the Holder which will enable Tawana to assess the economic potential of the deposit and if warranted mine the diamonds on behalf of the joint venture partners. The Holder will retain a 12% share of revenue after State royalties and cost of sales. The project is located on a palaeo-channel of the Vaal/Harts River adjacent to established alluvial diamond mines. The section of the Vaal/Harts River alluvials in which this project is located is noted for the prolific production of large, high quality diamonds. Mining has taken place here for about 100 years and the area still hosts one of the largest alluvial diamond mines in the world. No work has been conducted on this project in recent times. Current Status of Projects in Botswana Orapa Diamond Project (100% owned by Tawana) In April 2007 the Company was granted a new prospecting licence over an area of approximately 57 square kilometres, covering 8 kimberlites in the Orapa kimberlite field in Botswana. Applications for this Prospecting Licence were submitted by a number of companies on a competitive basis. The Prospecting Licence is held in the name of Seolo Pty Ltd, a 100% owned Botswana registered subsidiary of Tawana. The Orapa kimberlite field is located in north eastern Botswana, and includes the Orapa, Letlhakane and Damtshaa diamonds mines, which produce in excess of 13 million carats of diamonds per year. The Orapa kimberlite field is one of the largest diamondiferous kimberlite fields in the world, containing 79 known kimberlites, of which the majority has been proven to be diamondiferous. Orapa is one of the largest producing kimberlites in the world and is 113 hectares in surface area. In 2008 Tawana entered into a joint venture agreement with Nowak Investment (Pty) Limited to explore the Company`s prospects. On 7 May 2009 Tawana terminated the joint venture with Nowak Investment (Pty) Limited. Since that time Tawana has been endeavouring to find a joint venture partner to continue exploration of the Project. Current Status of Projects in Australia Tawana currently has no active involvement in exploration in Australia. The status of projects in Australia is as follows: Flinders Island / Venus Bay Projects, South Australia (80% owned by Tawana and 20% owned by Orogenic Exploration/Flinders Mines Limited (formerly Flinders Diamonds Ltd earning in) Flinders Island is situated 28 km west of the Eyre Peninsula of South Australia. Tawana and Orogenic entered into a joint venture agreement with Flinders Mines Limited (FMS) in April 2007 under the terms of which FMS is able to earn a 70% interest in the project by spending $2 million on the combined Flinders Island and Eyre Peninsula Projects. In the event that FMS earns 70% interest in the project, Tawana`s interest will reduce to 15%. No field work was conducted on the Flinders Island Project in the last 6 months. Similar to Venus Bay, better understanding of the sub-surface geology is considered critical to explain previously recovered kimberlite indicator minerals and diamonds. Eyre Peninsula Project (Venus Bay area), South Australia (80% owned by Tawana and 20% owned by Orogenic Exploration/Flinders Mines Limited (formerly Flinders Diamonds Ltd ("FMS") earning in.) Tawana and Orogenic entered into a joint venture agreement with FMS in April 2007 under the terms of which FMS is able to earn a 70% interest in the project by spending $2 million on the combined Flinders Island and Eyre Peninsula Projects. In the event that FMS earns 70% interest in the project, Tawana`s interest will reduce to 15%. In the Venus Bay area a review of the previous exploration results has provided a significant improvement on the understanding of the sub-surface geology, and which now highlights an untested area on the western side of the exploration licence. No field work was conducted on the Flinders Island Project in the last 6 months. Similar to Venus Bay, better understanding of the sub-surface geology is considered critical to explain previously recovered kimberlite indicator minerals and diamonds. Auditors` Independence Declaration A copy of the auditors` independence declaration as required under section 307C of the Corporations Act 2001 is set out on the following page. This report is made in accordance with a resolution of directors. Euan Luff Chairman Melbourne 11-September-2009 AUDITOR`S INDEPENDENCE DECLARATION 11th September 2009 The Board of Directors Tawana Resources NL Suite 1, 1233 High Street ARMADALE VIC 3143 Dear Board Members AUDITOR`S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF TAWANA RESOURCES NL In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Tawana Resources NL. As lead audit partner for the review of the financial report of Tawana Resources NL for the half-year ended 30 June 2009, I declare that to the best of my knowledge and belief, there have been no contraventions of: i) the auditor independence requirements of the Corporation Act 2001 in relation to this review; or ii) any applicable code of professional conduct in relation to this review. Yours sincerely Jeffrey Luckins Director Webb Audit Pty Ltd Appendix 4D for the Half Year Ended 30 June 2009 Results for announcement to the market Current Reporting Period - Half year Ended 30 June 2009 Previous Reporting Period - Half year Ended 30 June 2008 Revenues Increased 32.62% to $58,077 Loss after tax attributable to members Decreased 62.47% to ($476,256) Net loss for the half year attributable to members Decreased 62.47% to ($476,256) Dividends (distribution) Amount Franked Amount per Security per Security Final dividend n/a n/a Previous corresponding period n/a n/a Net Tangible Asset per Security (cents per security) As at 30 June 2009 5.15 As at 30 June 2008 5.30 Record date for determining entitlements to the dividend, (in the case of a trust, distribution n/a Explanation of the above information: Refer to the Directors` Report - Review of Operations. CONSOLIDATED INCOME STATEMENT FOR THE HALF YEAR ENDED 30 JUNE 2009
Consolidated Entity Notes 30 June 2009 30 June 2008 $ $
Revenue 16,903 29,232 Other income 41,174 14,559 Auditors remuneration (61,563) (24,545) Corporate costs (177,794) (174,713) Depreciation (94,628) (97,715) Employee benefits expense (97,961) (246,536) Exploration expenses - (531,023) impaired Finance costs (4,043) - Occupancy costs (65,527) (102,205) Other expenses (32,817) (135,986) PROFIT/(LOSS) BEFORE (476,256) (1,268,932) INCOME TAX INCOME TAX EXPENSE - - PROFIT/(LOSS) ATTRIBUTABLE (476,256) (1,268,932) TO MEMBERS OF THE PARENT ENTITY
Cents Cents Loss per share for loss from attributable to the ordinary equity holders of the company: Basic loss per share (0.418) (1.115) Diluted loss per share (0.418) (1.115) The accompanying notes form part of these financial statements. CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2009 Consolidated Entity Note 30 June 2009 31 December
2008 $ $ CURRENT ASSETS Cash and cash equivalents 2,104 18,090 Trade and other 37,644 30,996 receivables Inventories 76,151 81,268 TOTAL CURRENT ASSETS 115,899 130,354 NON-CURRENT ASSETS Trade and other 82,490 82,095 receivables Investments in associates 16,640 16,640 Property, plant and 396,185 495,222 equipment Exploration & evaluation 6,257,014 5,883,355 TOTAL NON-CURRENT ASSETS 6,752,329 6,477,312 TOTAL ASSETS 6,868,228 6,607,666
CURRENT LIABILITIES Trade and other payables 571,147 424,389 Borrowings 200,000 - Provisions 35,096 40,575 TOTAL CURRENT LIABILITIES 806,243 464,964 NON-CURRENT LIABILITIES Trade and other payables 80,689 -
Provisions 28,555 28,299 TOTAL NON-CURRENT 28,555 108,988 LIABILITIES TOTAL LIABILITIES 834,798 573,952
NET ASSETS 6,033,430 6,033,714
EQUITY Issued capital 34,945,032 34,708,732 Reserves (2,330,633) (2,570,305) Accumulated losses (26,580,969) (26,104,713) TOTAL EQUITY 6,033,430 6,033,714
The accompanying notes form part of these financial statements. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF YEAR ENDED 30 JUNE 2009 Consolidated Entity Issued Reserve Accumulated Total Capital Losses $ $ $ $
Balance at 33,339,335 (2,148,733) (22,278,557) 8,912,045 31 December 2007 Shares 555,903 555,903 issued net of costs Options 198,991 198,991 issued Net loss (1,268,932) (1,268,932) for half year Currency (2,046,695) (2,046,695) translation differences Balance at 33,895,238 (3,996,437) (23,547,489) 6,351,312 30 June 2008 Shares 813,494 813,494 issued net of costs Net loss (2,557,224) (2,557,224) for half year Currency 1,426,132 1,426,132 translation differences Balance at 34,708,732 (2,570,305) (26,104,713) 6,033,714 31 December 2008
Shares 236,300 - - 236,300 issued net of costs Options - 110,098 - 110,098 issued Net loss - - (476,256) (476,256) for half year Currency - 129,574 - 129,574 translation differences Balance at 34,945,032 (2,330,633) (26,580,969) 6,033,430 30 June 2009 The accompanying notes form part of these financial statements. CONSOLIDATED CASH FLOW STATEMENT FOR THE HALF YEAR ENDED 30 JUNE 2009 Consolidated Entity 30 June 2009 30 June 2008
$ $ CASH FLOWS RELATED TO OPERATING ACTIVITIES Receipts from customers 10,961 42,492 Payments to suppliers and (135,203) (566,036) employees Interest received 5,942 2,981 NET OPERATING CASH FLOWS (118,300) (520,563) CASH FLOWS RELATED TO INVESTING ACTIVITIES Proceeds from sales of plant and 41,174 31,409 equipment Payment for exploration & (137,359) (263,372) evaluation expenses NET INVESTING CASH FLOWS (96,185) (231,963)
CASH FLOWS RELATED TO FINANCING ACTIVITIES Proceeds from Director`s loan - 25,467 Proceeds from issues of - 555,903 securities Proceeds from borrowings 200,000 - Share money received held in - 80,000 trust NET FINANCING CASH FLOWS 200,000 661,370
NET INCREASE/(DECREASE) IN CASH (14,485) (91,156) AND CASH EQUIVALENTS
Cash and cash equivalents at the 18,090 149,862 beginning of the half year Effects of exchange rate changes (1,501) (1,298) on cash and cash equivalents CASH AND CASH EQUIVALENTS AT THE 2,104 57,408 END OF THE HALF YEAR
The accompanying notes form part of these financial statements. NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2009 Note 1. Basis of Preparation The general purpose financial report for the interim half year reporting period ended 30 June 2009 has been prepared in accordance with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001. This half year financial report does not include all notes of the type normally included in an annual financial report and therefore cannot be expected to provide as full an understanding of the financial performance, financial position and financing and investing activities of the entity as the full financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 31 December 2008 and any public announcements made by Tawana Resources N.L. during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001. The accounting policies adopted are consistent with the most recent Annual Financial Report for the year ended 31 December 2008. Accounting Standards include Australian equivalents to International Financial Reporting Standards (A-IFRS). Compliance with A-IFRS ensures that the financial statements and notes of the entity comply with International Financial Reporting Standards. Note 2. Dividends The company resolved not to declare any dividends in the half year ended 30 June 2009. Note 3. Segment Information Geographical Segments 30 June 2009 Australia Africa Half-year Half-year $ $
30 June 2009 Segment sales 5,848 11,055 Other revenue - 41,174 External Sales 5,848 52,229 Expenses Segment expenses (306,354) (170,847) Total segment expenses (306,354) (170,847) Loss before income tax (300,506) (118,618)
30 June 2008 Australia Africa Half-year Half-year $ $ Revenue External Sales 26,416 2,816 Intersegment sales - 177,158 Other revenue 14,559 - Total Revenue 40,975 179,974 Expenses Segment expenses (1,100,982) (211,741) Intersegment expenses (177,158) - Total segment expenses (1,278,140) (211,741) Loss before income tax (1,237,165) (31,767)
Geographical Segments (Continued) 30 June 2009 Eliminations Total Half-year Half-year
$ $ 30 June 2009 Segment sales - 16,903 Other revenue - 41,174 External Sales - 58,077 Expenses Segment expenses (57,132) (534,333) Total segment expenses (57,132) (534,333) Loss before income tax (57,132) (476,256)
30 June 2008 Eliminations Total Half-year Half-year $ $
Revenue External Sales - 29,232 Intersegment sales (177,158) - Other revenue - 14,559 Total Revenue (177,158) 43,791 Expenses Segment expenses - (1,312,723) Intersegment expenses 177,158 - Total segment expenses 177,158 (1,312,723) Loss before income tax - (1,268,932) Note 4. Contingent Liabilities and Assets At report date claims from suppliers and former employees for past services remain unresolved, however Tawana has provided for claims and is confident that no further adjustment to the accounts is necessary. Otherwise there has been no change in contingent liabilities and assets since the last annual reporting date. Note 5. Issued Capital & Options Reserve 30 June 2009 31 December 2008
No. $ No. $ Issued and Paid Up Capital Fully Paid 117,138,854 34,945,032 113,763,134 34,708,732 Ordinary Shares (Issued Capital)
Options Reserve Options over 42,430,053 546,529 22,930,053 436,431 Fully Paid Ordinary Shares (Reserves) Total 35,491,561 35,145,163 During the half year ended 30 June 2009, the following movements in equity occurred: Shares 3,375,720 Issued to BEE partner to satisfy South African BEE requirements Options 19,500,000 Issued to Directors and Consultants Note 6. Events Subsequent to Reporting Date On 10 August 2009 the Company announced it had entered into funding arrangements with Cygnet Capital Pty Ltd (Cygnet) on the following terms: 1. Placement of $500,000 by issuing 100,000,000 shares at $0.005 to Sophisticated Investors (s708) to be split into two tranches; and 2. Underwriting of a rights issue to raise $1,085,694 by way of a 1:1 non- renounceable rights issue at $0.005. On 25 August 2009 the first tranche of 17,560,414 placement shares was issued within the Company`s 15% capacity to raise $87,802, with the balance of the placement shares being subject to shareholder approval at a meeting to be convened shortly. It is intended that the rights issue will occur shortly following completion of the second tranche of the placement shares, and subscribers to the placement will be entitled to participate in the rights issue. New capital raised will be applied towards rationalizing existing assets and reviewing new opportunities. Cygnet will be granted 50 million options with a period of 3 years and an exercise price of 1 cent per share as part of its fee on completion of the rights issue. On 27 July 2009 Mr Brian Phillips resigned as Non-executive Director. On 31 July 2009 Mr Neil Barrie resigned as Executive Chairman and Mr Sterling Horne was appointed as Non-executive Director. On 21 August 2009 Mr Harry Hill was appointed as Non-executive Director and Mrs Nonkqubela Mazwai resigned as Non- executive Director. Otherwise no matters or circumstances have arisen since the end of the reporting period, not otherwise disclosed in this report, which significantly affected or may significantly affect the operations of the economic entity, the result of those operations or the state of affairs of the economic entity in subsequent financial years. Note 7. Going Concern For the half-year ended 30 June 2009, Tawana Resources N.L. incurred a loss of $476,256, a net decrease of cash flows of $14,485 and had a negative working capital balance of $690,344. As a result of these matters, there is significant uncertainty whether the group will continue as a going concern and therefore, whether it will realise its assets and settle its liabilities and commitments in the normal course of business and at the amounts stated in the financial report. This financial report has been prepared on a going concern basis on the assumption that the group is dependent on the successful sourcing of additional funds. Subsequent to balance date, as disclosed in Note 6 Events Subsequent to Reporting Date the Company has entered into funding arrangements that will enable it to raise more capital. These arrangements still remain subject to regulatory approval. For these reasons, the Directors believe that the assumption of a going concern basis in the preparation of this financial report is appropriate. The financial report does not include any adjustments relation to the recoverability or classification of recorded assets, or to the amounts of classification or liabilities that might be necessary should the group not be able to continue as a going concern. DIRECTORS` DECLARATION The directors` of the company declare that: 1. The financial statements and notes, as set out on pages 7 to 13: (a) comply with Accounting Standard AASB 134: Interim Financial Reporting and the Corporations Regulations; and (b) give a true and fair view of the economic entity`s financial position as at 30 June 2009 and of its performance for the half-year ended on that date. 2. In the directors` opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable. This declaration is made in accordance with a resolution of the Board of Directors. Euan Luff Chairman Dated 11-September-2009 INDEPENDENT AUDITOR`S REVIEW REPORT TO THE MEMBERS OF TAWANA RESOURCES NL ACN 008 728 425 Report on the Interim Financial Report We have reviewed the accompanying half-year financial report of Tawana Resources NL and controlled entities, which comprises the balance sheet as at 30 June 2009, income statement, statement of changes in equity and cash flow statement for the half-year ended on that date, the accounting policies, other selected explanatory notes and the directors` declaration. Director`s Responsibility for the Interim Financial Report The directors of the company are responsible for the preparation and fair presentation of the interim financial report in accordance with the Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal controls relevant to the preparation and fair presentation of the half year financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. 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 an Interim 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 to believe that the interim financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity`s financial position as at 30 June 2009 and its performance for the half-year ended on that date and complying with Accounting Standard AASB134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of Tawana Resources NL and controlled entities, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual 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 other 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 applicable independence requirements of the Corporations Act 2001. Conclusion Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Tawana Resources NL and controlled entities is not in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the consolidated entity`s financial position as at 30 June 2009 and of its performance for the half-year ended on that date; and (ii) complying with AASB134: Interim Financial Reporting and the Corporations Regulations 2001. Inherent Uncertainty Regarding Continuation as a Going Concern Without qualification to the opinion expressed above, attention is drawn to the following matter. As a result of the matters described in Note 7 to the financial statements on page 13, there is significant uncertainty whether the consolidated group will be able to continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report. Jeffrey Luckins Director Webb Audit Pty Ltd Dated in Melbourne, Australia on this 11th day of September 2009 Sponsor PricewaterhouseCoopers Corporate Finance (Pty) Ltd Date: 11/09/2009 13:54:33 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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