3D Systems Corporation Annual Report 2018

FY2018 Annual Report · 3D Systems Corporation

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3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 Financial Report For The Year Ended 30 June 2018 3D RESOURES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 Financial Report For The Year Ended 30 June 2018 CONTENTS Corporate Governance Statement Directors' Report Auditor's Independence Declaration Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Financial Statements Directors' Declaration Independent Auditor's Report Additional Information for Listed Public Companies Page 1 9 15 16 17 18 19 20 42 43 47 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 CORPORATE GOVERNANCE STATEMENT The Board of Directors of 3D Resources Limited (the Company) is committed to the principle of good practice in corporate governance. The Board believes that a genuine commitment to good corporate governance is essential to the performance and sustainability of the Company's business and as such depends upon the corporate culture, values and behaviours which underlies its day-to-day activities. The Board continually reviews its corporate governance practices and regularly monitors developments in good corporate governance practices both in Australia and overseas. Where International and Australian guidelines are not consistent, the good practice guidelines of the ASX Corporate Governance Council has been adopted as the minimum base for corporate governance practices. Board of Directors The Board has adopted a former charter which allocates responsibilities between the Board and management of the Company which is available from the corporate governance section of the Company's website at www.3dresources.com.au. The charter details the composition, responsibilities and code of conduct under which the Board operates. The Board has resolved unanimously that the Company will at all times aspire to "good practice" in Corporate Governance. Unless otherwise indicated in this statement, the practices specified in the charter have been followed throughout the reporting period and will remain in force until amended by resolution of the Board. Role of the Board The Board acknowledges its accountability to shareholders for creating shareholder value within a framework that protects the rights and interest of shareholders and ensures the Company is properly managed. The Board aims to achieve these objectives through the adoption and monitoring of strategies, plans, policies and performance as follows: - - - - - - Providing input info, and approval of, the Group's strategic direction; approval and monitoring of budgets and business plans; and ensuring that appropriate resources are available, including capital management and budgeting for major capital Approving the Group's system of risk management, monitoring their effectiveness and maintaining a dialogue with the Group's auditors; Considering, approving and monitoring internal and external financial and other reporting, including reporting to shareholders, the ASX and other stakeholders; Selection and evaluation of Directors, the Managing Director, senior executives and planning for their succession; Setting the Managing Director and Director's remuneration within shareholder approved limits and ensuring that the remuneration and conditions of service of senior executives are appropriate; Ensuring, and setting standards for ethical behaviour and compliance within the Group's own governing documents, including the Group's Code of Conduct and corporate governance standards. Board Processes The Board aims to perform its role and objectives through the adoption and monitoring of strategies, plans, policies and performance; the review of the Managing Director and senior management's performance, conduct and reward; monitoring of the major risks of the Company's business; and by ensuring the Company has policies and procedures to satisfy its legal and ethical The Board determines the strategic direction of the Company and sets policies accordingly. In addition to maintaining oversight of the Company's executive management and operations, the Board monitors substantive issues such as ethical standards and social environmental responsibilities. Composition of the Board The names of the current Directors of the Company at the date of this statement are set out in the Directors' Report accompanying this financial report. The composition of the Board is determined using the following principles: - - - - a maximum of nine Directors and a minimum of three Directors; a Non-Executive Director as Chairman; a majority of Non-Executive Directors; and a balance of independent and non-independent Directors. The Board is currently comprised of three Directors; two Non-Executive Directors and one Executive Director. The Company's Constitution provides for a maximum of 9 directors. The Board periodically reviews its size as appropriate. The Managing Director, who is appointed by the Board, attends all Board meetings where possible. Directors are considered to be independent if they are not major shareholders, are independent of management, and are free from aby business or other relationship that could materially interfere with their exercise of free and independent judgement. Mr Chegwidden is considered to fall within this category. 1 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 CORPORATE GOVERNANCE STATEMENT Mr Hastings and Mr Mitchell are considered to be non-independent Directors as they are major shareholders in the Company. Mr Mitchell also provides management services to the Company. The Board regards the present composition of Directors and Board Committees as a good balance at this stage of the Company's development with the appropriate mix of expertise, experience and ability to represent the interest of all shareholders. Future Director appointees will receive a formal letter of appointment setting out the responsibilities, rights, terms and conditions of their appointment. Directors participate in a comprehensive induction which covers the operations, financial position, strategic and risk management issues, as well as the operation of the Board and any sub-committees. Meetings The Board meets on a regular basis to retain full and effective control and monitor executive management. During the financial year to 30 June 2018, the full Board met 5 times. The Directors' attendance at meetings is detailed in the Directors' Report. Members of the management team may attend meetings at the invitation of the Board. Role of Chairman and Managing Director or Chief Executive Officer (CEO) The Chairman is a non-independent Director elected by the full Board and he has not previously been an employee of the Company. The Chairman is responsible for leading the Board, ensuring Directors are properly briefed in all matters relevant to their role and responsibilities, facilitating Board discussions and managing the Board's relationship with the Company's senior executives. The Managing Director is responsible for implementing the Group's strategies and policies. The Board Charter specifies that these are separate roles to be undertaken by separate people. Terms of Office The Board reviews its performance and composition on an annual basis and aims to have members with high levels of intellectual ability, experience, soundness of judgement and integrity to maximise its effectiveness and contribution. Directors serve a maximum three-year term before being required to be re-elected by the Company's members. The Company's constitution provides that at least one third (or the nearest whole number) of directors must retire at each Annual General Meeting, but are eligible for re-election at that meeting. There is no compulsory retiring age. Independent professional advice In performing their duties, Directors have the right to seek independent, professional advice at the Company's expense, in furtherance of their duties as Directors, with the approval of the Chairman, which approval shall not be unreasonable withheld. Board committees The Company currently has no committees, the tasks that would ordinarily be assigned to a committee are undertaken by the full board of the Company. Code of business conduct The Board has adopted a Code of Conduct (the Code) and a policy "Behaviour Standards - Standards of Business Conduct" setting out parameters for ethical behaviour and business practices which applies to all of the Company's Directors, officers and employees. The Code is regularly reviewed and updated as necessary to ensure it reflects the highest standards of behaviour and professionalism necessary to maintain confidence in the Group's integrity. In summary, the Code requires that at all times, all group personnel act with the utmost integrity, objectivity and in compliance with both the letter and the spirit of the law and the Company's Conflicts of interest All Directors of the Company must keep the Board advised, on an ongoing basis, of any private interest that could potentially conflict with the interests of the Company. Where the Board believes that a significant conflict exists, the Director or Directors concerned do not receive the relevant board papers and is excused at the meeting whilst the item is considered. The Board has developed procedures to assist Directors in disclosing potential conflicts of interest. All Directors and executive officers of the Company are required to disclose to the Company any material transaction, commercial relationship or corporate opportunity that reasonably could be expected to give rise to such a conflict. Insider trading Trading in shares by any Director or senior executive of the Company whether during a blackout period which incorporates the periods between the close of each financial quarter and the release of quarterly, half yearly interim and full year results by the Company and 30 Days prior to the Company's AGM or not requires the express written approval of the Chairman before any trading is conducted or the entry into any share trading agreements in accordance with the Company's share trading policy. 2 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 CORPORATE GOVERNANCE STATEMENT Fair dealing and ethical standards The Code requires all directors, officers and employees of the Company to behave honestly and ethically at all times with all stakeholders, people and other organisation. The Directors are satisfied that the Company has complied with its policies on ethical standards, including trading in securities. Financial Reporting Reporting Standards The Company is committed to providing shareholders with clear, transparent, and high quality financial information in a timely manner. The Company's continuous disclosure policy underpins this approach. The financial reports of the Company are produced in accordance with International Financial Reporting Standards, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act. The financial statements and reports are subject to review every half year and the auditor issues an audit opinion accompanying the full year results for each year. External auditors The Company policy is to appoint external auditors who clearly demonstrate quality and independence. The performance of the external auditor is reviewed annually, taking into consideration assessment of performance, existing value and tender costs. An analysis of fees paid to external auditors, including a breakdown of fees for non-audit services, is provided in Note 8 to the financial statements. It is the policy of the external auditors to provide an annual declaration of their independence to the Board. The external auditor is requested to attend the annual general meeting either in person or via phone linkup and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the audit report. Management Certification The Company requires that the Managing Director and the Company Secretary make the following certifications to the Board: 1. 2. that the Company's financial reports are complete and present a true and fair value, in all material respects, of the financial condition and operational results of the Company and Group and are in accordance with relevant accounting standards; that the above statement is founded on a sound system of risk management together with internal compliance and control which implements the policies adopted by the board and that the Company's risk management and internal compliance and control is operating efficiently and effectively in all material respects. Risk assessment The Board is responsible for ensuring there are adequate policies in relation to risk management, compliance and internal control systems. In summary, the Company's policies are designed to ensure strategic, operational, legal, reputation and financial risks are identified, assessed and efficiently managed and monitored to enable achievement of the Company's business objectives. Considerable importance is placed on maintaining a strong control environment. There is an organisational structure with clearly drawn lines of accountability and delegation of authority. Adherence to the Code of Conduct is required at all times and the Board actively promotes a culture of quality and integrity. Detailed control procedures cover management accounting, purchases and payments, financial reporting, capital expenditure requests, project appraisal, environment, health and safety, IT security, compliance, and other risk management issues. There is a systematic review and monitoring of key business operational risks by management which reports on current future risks and mitigation activities to the Board. The Company recognises the importance of environmental and occupational health and safety (OH&S) issues and is committed to the highest levels of performance with the systematic identification of environmental and OH&S issues to ensure they are managed in a structured manner. This systems allows the Company to: - - - - - - monitor its compliance with all relevant legislation; continually assess and improve the impact of its operations on the environment; encourage employees to actively participate in the management of environmental and OH&S issues; work with industry peers to raise standards; use energy and other resources efficiently; and encourage the adoption of similar standards by the entity's principle suppliers and contractors with particular emphasis on exploration contractors. 3 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 CORPORATE GOVERNANCE STATEMENT Continuous disclosure and shareholder communication The Company is a disclosing entity under the Corporations Act and is subject to the continuous disclosure requirements under ASX Listing Rules. Communications with shareholders and other stakeholders are given a high priority. In addition to statutory disclosure documents such as Annual Reports and Quarterly activity reports, the Board is committed to keeping all stakeholders informed of all material developments that affect the Company in a timely manner. The Company has a formal policy and comprehensive procedures on continuous disclosure. Once the Board or management becomes aware of information concerning the Company that would be likely to have a material effect on the price or value of the Company's securities (and which does not fall within the exceptions to the disclosure requirements contained in the Listing Rules), that information is released to the ASX. The Company is a disclosing entity under the Corporations Act and is subject to the continuous disclosure requirements under ASX Listing Rules. Communications with shareholders and other stakeholders are given a high priority. In addition to statutory disclosure documents such as Annual Reports and Quarterly activity reports, the Board is committed to keeping all stakeholders informed of all material developments that affect the Company in a timely manner. The Board has appointed the Company Secretary (or in his absence, the Chairman) as the person responsible for communications to ASX. This role includes responsibility or ensuring compliance with the continuous disclosure requires of ASX Listing Rules and overseeing and co-ordinating information disclosure to the ASX. All Company announcements, presentations or other briefings are posted on the Company's website after release to the ASX. The Board also endorses full and regular communication with and between Directors, the Managing Director, senior management and the external auditors. All shareholders have the opportunity to elect to receive a copy of the Company's annual report at the same time they receive by post a copy of the Notice of the Annual General Meeting. Full use is made of annual general meetings to inform shareholders of current developments through appropriate presentations and to provide opportunities for questions. Diversity Policy Diversity includes, but is not limited to, gender, age, ethnicity and cultural background. The company is committed to diversity and recognises the benefits arising from employee and board diversity and the importance of benefitting from all available talents. Accordingly, the company has established a diversity policy. This diversity policy outlines requirements for the Board to develop measurable objectives for achieving diversity, and annually assess both the objectives and the progress in achieving those objectives. Accordingly, the Board has developed the following objectives regarding gender diversity and aims to achieve these objectives as Director and senior executive positions become vacant and appropriately qualified candidates become available: - - - - - achieve a diverse and skilled workforce, leading to continuous improvement in the achievement of its corporate goals; the development of clear criteria on behavioural expectations in relation to promoting diversity; create a work environment that values and utilises the contributions of employees with diverse backgrounds, experiences and perspectives; ensure that personnel responsible for recruitment take into account diversity issues when considering vacancies; and create awareness in all employees of their rights and responsibilities with regards to fairness, equity and respect for all aspects of diversity. The number of women employed by the Group and their employment classification are as follows: Women on the Board Women in senior management roles Women employees in the company 2018 2017 No. - - - % - - - No. - - - % - - - Compliance with ASX Corporate Governance Council Good Practice Recommendations The table below outlines each of the ASX Best Practice Recommendations and the Company's compliance with those recommendations. Where the Company has met the relevant recommendations during the reporting period, this is indicated by a "Yes" in the relevant column. Where the Company has not met or complied with a recommendation, this is indicated by a "No" and an accompanying note explaining the reasons why the Company has not met the recommendation. 4 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 CORPORATE GOVERNANCE STATEMENT Description Complied Note PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT 1.1 A listed entity should disclose: (a) (b) the respective roles and responsibilities of its board and management; and those matters expressly reserved to the board and those delegated to management 1.2 A listed entity should: (a) (b) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board. 1.3 1.4 1.5 A listed entity should: (a) (b) (c) have a diversity policy which includes requirements for the board or a relevant committee of the board to set out measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity's progress in achieving them; disclose that policy or a summary of it; and disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity's diversity policy and its progress towards achieving them and either: (i) (ii) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined "senior executive" for these purposes); or if the entity is a "relevant employer" under the Workplace Gender Equality Act, the entity's most recent "Gender Equality Indicators", as defined in and published under that Act. 1.6 A listed entity should: (a) (b) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and disclose, in relation to each reporting period, whether am performance evaluation was undertaken in the reporting period in accordance with that process. 1.7 A listed entity should: (a) (b) have and disclose a process for periodically evaluating the performance of its senior executives; and disclose, in relation to each reporting period, whether am performance evaluation was undertaken in the reporting period in accordance with that process. PRINCIPLE 2 - STRUCTURE THAT BOARD TO ADD VALUE 2.1 The board of a listed entity should: (a) have a nomination committee which: No No Yes Yes Yes No No No 1 1 1 1 2 (i) (ii) and disclose : (iii) (iv) (v) has at least three members, a majority of whom are independent directors; and is chaired by an independent director, the charter of the committee; the members of the committee; and as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the process it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively. 2.2 A listed entity should have and disclose a bard skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership. Yes 5 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 CORPORATE GOVERNANCE STATEMENT 2.3 A listed entity should: (a) (b) (c) the names of the directors considered by the board to be independent directors; if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and the length of service of each director 2.4 A majority of the board of a listed entity should be independent directors. 2.5 2.6 The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity. A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively. PRINCIPLE 3 - ACT ETHICALLY AND RESPONSIBLY 3.1 A listed entity should: (a) (b) have a code of conduct for its directors, senior executives and employees; and disclose that code of a summary of it. PRINCIPLE 4 - SAFEGUARD INTEGRITY IN CORPORATE REPORTING 4.1 The board of a listed entity should: (a) have an audit committee which: (i) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and Yes No No Yes Yes 3 4 No 5 is chaired by an independent director, who is not the chair of the board. (ii) and disclose : (iii) (iv) (v) the charter of the committee; the relevant qualifications and experience of the members of the committee; and in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings. (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. 4.2 The board of a listed entity should, before it approves the entity's financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financials statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. 4.3 A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit,. PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE 5.1 A listed entity should: (a) (b) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and disclose that policy or a summary of it. PRINCIPLE 6 - RESPECT THE RIGHTS OF SECURITY HOLDERS 6.1 6.2 6.3 6.4 A listed entity should provide information about itself and its governance to investors via its website. A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors. A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders. A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. Yes Yes Yes Yes Yes Yes Yes 6 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 CORPORATE GOVERNANCE STATEMENT PRINCIPLE 7 - REGONISE AND MANAGEMENT RISK 7.1 The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: No 6 (i) (ii) and disclose : (iii) (iv) (v) has at least three members, a majority of whom are independent directors; and is chaired by an independent director, the charter of the committee; the members of the committee; and as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework. 7.2 The board or a committee of the board should: (a) (b) review the entity's risk management framework at least annually to satisfy itself that it continues to be sound; and disclose, in relation to each reporting period, whether such a review has taken place. 7.3 A listed entity should disclose: Yes Yes (a) (b) if it has an internal audit function, how the function is structured and what role it performs; or if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes. 7.4 A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks. Yes PRINCIPLE 8 - REMUNERATE FAIRLY AND RESPONSIBLY 8.1 The board of a listed entity should: (a) have a remuneration committee which: No 7 (i) (ii) and disclose : (iii) (iv) (v) has at least three members, a majority of whom are independent directors; and is chaired by an independent director, the charter of the committee; the members of the committee; and as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive. 8.2 A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives. 8.3 A listed entity which has an equity-based remuneration scheme should: (a) (b) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and disclose that policy or a summary of it. Yes Yes ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES - Alternative to Recommendation 1.1 for externally managed listed entities: N/A The responsible entity of an externally managed listed entity should disclose: (a) (b) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; the role and responsibility of the board of the responsible entity for overseeing those arrangements. - Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: N/A An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager. 7 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 CORPORATE GOVERNANCE STATEMENT Note 1 All Executives and Officers of the Company are expected to contribute to the Company's activities and the performance of Senior Executives are reviewed informally by the Chairman and where desirable is discussed with the individual concerned. Due to the small size of the Board and the limited number of Senior Executives, the Company is not proposing a formal review mechanism at this moment. Note 2 The Company currently has no nomination committee. The Board considers those matters and issues arising that would usually fall to a nomination committee. The Board considers that no efficiencies or other benefits would be gained be establishing a separate nomination committee. Note 3 The Board Charter requires that where practicial, the majority of the Board will consist of independent Directors. Details of each Director's independence is provided within the Directors Report, noting Mr John Chegwidden is the only independent director. Mr Ian Hastings and Mr Peter Mitchell are not deemed to be independent due to the nature of their shareholdings in the Company. Note 4 The current Chairman of the Company, Mr Ian Hastings, is not deemed an independent director due to his shareholding in the Company. Note 5 The Company currently has no audit committee. The Board considers those matters and issues arising that would usually fall to an audit committee. The Board considers that no efficiencies or other benefits would be gained be establishing a separate audit committee. Note 6 Due to the size and nature of the existing Board and the magnitude of the Company's operations, the Company does not currently have a Risk Management Committee. The full Board carries out the duties that would ordinarily be assigned to the Risk Management Committee and devotes time annually to fulfilling the rules and responsibilities associated with overseeing risk and maintaining the entity's risk management framework and associated internal compliance and control procedures. Note 7 The Company currently has no remuneration committee. Due to the small size and structure of the Board and the limited number of employees, a separate remuneration committee is not considered to add any efficiency to the process of determining the levels of remuneration for the directors and key executives. The Board considers that it is more appropriate to set aside time at Board meetings each year to specifically address matters that would ordinarily fall to a remuneration committee. 8 3D RESOURCES LIMITED AND CONTROLLED ENTITIES AB: 15 120 973 775 DIRECTORS' REPORT The Directors of 3D Resources Limited submit herewith the financial report of 3D Resources Limited and its subsidiaries ("the Group") for the year ended 30 June 2018. Information on Directors The names and details of the Group's Directors in office during the financial year and until the date of this report are as follows: Directors were in office for this entire period unless otherwise stated. Ian Hastings Chairman Non-Executive Director Appointed 23 July 2010 Peter Mitchell Managing Director Appointed 3 December 2010 John Chegwidden (CA) Noon-Executive Director Appointed 1 November 2006 Company Secretary Andrew J Draffin Appointed 1 July 2013 Mr Hastings is a corporate advisory with many years' experience in the field of finance, investment, securities markets compliance and regulation and has almost 40 years experience in the finance industry and regulatory bodies. He is a former Member of the ASX and former Principal of several ASX Member Stock Brokers. Mr Hastings is a Practitioner Member (Master Stockbroking) of the Stockbrokers Association of Australia and holds a Bachelor of Commerce and Bachelor of Laws Degree. Other current directorships of listed companies Gladiator Resources Limited Former directorships of listed companies in last three years None Mr Mitchell is a qualified Geologists with experience in gold, uranium, mineral sands, and base metals projects, and in recent time, Mr Mitchell has been focused on coal projects in several countries, including Australia, China and Indonesia. Mr Mitchell is a former mining advisor to the Department of Mines & Energy, Northern Territory and has many years' experience as a Business Development Manager. Mr Mitchell has also worked as a Corporate Advisor for Lowell Capital where he provided financial and technical analysis of projects and companies, including projects in Australia and various other countries such as USA, China, North Korea, Mongolia, Zambia, Egypt, Romania and Zimbabwe, and as Resource Analyst for Prudential Bache. Mr Mitchell has experience in public companies and managed investment schemes and has held positions including Senior and Chief Geologists for numerous mining companies in the world. Other current directorships of listed companies None Former directorships of listed companies in last three years None Mr Chegwidden has over 20 years' experience as an accountant, including managing his own chartered accounting practice, providing advise in management, accounting and taxation, and consulting to manufacturing, mining, primary production and earthmoving operations. Mr Chegwidden has a strong knowledge of the mining and resources sector in Australia, with competencies in exploration, materials processing, marketing and financial management in relation to junior mining companies. More recently, he has consulted to a number of listed companies and negotiated with capital financiers for junior exploration companies. Other current directorships of listed companies None Former directorships of listed companies in last three years Hazelwood Resources Limited (resigned 16 December 2015) Mr Draffin is a Director of DW Accounting & Advisory Pty Ltd. He holds a Bachelor of Commerce and is a member of the Chartered Accountants Australia and New Zealand. Andrew is a Director, Chief Financial Officer and Company Secretary of listed, unlisted and private companies operating across a broad range of industries. His focus is on financial reporting, treasury management, management accounting and corporate services, areas where he has gained over 19 years of experience. Shareholdings of directors and other key management personnel The interests of each Director and any other key management personnel, directly and indirectly, in the shares and options of the Company at the date of this report are as follows: Directors and other key management personnel Ordinary Shares Share Options Ian Hastings Peter Mitchell John Chegwidden John Chegwidden* Andrew Draffin Note: *John Chegwidden has a beneficial interest in 650,000 ordinary shares held by 189 Project Pty Ltd. Corporate Information 56,806,440 57,484,012 20,750,000 650,000 - 16,500,000 21,900,000 6,437,500 - - 9 3D RESOURCES LIMITED AND CONTROLLED ENTITIES AB: 15 120 973 775 DIRECTORS' REPORT Corporate Structure 3D Resources Limited is a company limited by shares that is incorporated and domiciled in Australia. 3D Resources Limited have prepared a consolidated financial report incorporating its subsidiaries (Refer to Note 12 : Interest in Subsidiaries for more information) which it controlled during the financial year and which are included in the financial statements. Principal Activities and Change in State of Affairs The 2017/8 year has been a period of uncertainty for 3D Resources Ltd. (“the Company) . The Haitian gold projects were the major focus and lead to some initial capital raisings to start the project. Delays in getting approvals placed the project in jeopardy and lead to suspension and eventual termination of our agreement. Haiti Gold Projects After acquiring the two Haitian gold projects the company completed “Desktop Studies” for the plant and mine design, as well as reviewing the resources together with running pit optimisation studies to assess the components of these resources that were commercial. This work highlighted a potentially profitable project but also provided a framework for starting the proposed Feasibility Study The company then set about raising capital to complete the feasibility studies only to be subsequently blocked from site work as a consequence of government action. While our permits allowed such works to be conducted the Haitian government was unwilling to grant further approvals while the new Mining Law was before the parliament and therefore the company was unable to obtain approvals to import the drilling rig into Haiti or export the samples while this law was under consideration. As a result of the failure to obtain the necessary approvals, the Company evoked Force Majeure which was disputed by our Haitian partners, leaving deadlines in the Agreement that could not be met. Being unable to meet the deadlines made performance of the original contract uncertain. As a result 3D Resources terminated the contract and made a claim against the Haitian Partners for the costs of work done and damages which prompted a counter claim against 3D Resources Ltd. Subsequently the Company entered into lengthy negotiations with the Haitian partners which have continued past the end of the year but which now resulted in execution of mutual releases finalizing all disputes. Negotiations continue with our Haitian partners investigating a possible restructure of the original deal. Cosmo Newberry During 2017/8, the Company was able to initiate an exploration program on the Cosmo Newbery tenements following the company having signed a Reconnaissance agreement with the body corporate set up to manage the native title holders interests of this Aboriginal Reserve. That program was conducted early in the year and provided a lot of information designed to plan future programs in this area. Key work completed included : - - - Sampling dumps and areas of gold mineralisation to determine the geochemical signature of the gold mineralisation in this area; Undertaking soil sampling programs over 4 areas that are sand covered as an “orientation” survey to test geochemical methodologies in those areas; Completing a preliminary site visit to 5 areas depicted as targets by the geophysical interpretation conducted by Southern Geoscience for the Company. This work has assisted the company in planning the next programs and also improved relationships with the Traditional Owners which was expected to lead to a full access agreement. Following a decision by the Federal Court to accept a further native title group claim for the same area, the court instructed the two native title groups to merge under a new body corporate. Until that new body corporate was formed the company was unable to contract with the Traditional Owners and thereby sign a full access agreement, causing further delays. Given that the company retains good relations with the groups agreements are expected to be formalised as soon as the new representative Body Corporate is formed. East Kimberly (3D Resources Ltd - 80%) Following a decision by the Joint Venture, the company surrendered its exploration interests in the East Kimberly area early in the 2017/8 year but retained the Mining License (M80/0247) covering the Mt Angelo North deposit and all the JORC resources announced to date. We continue to talk with our Joint Venture partners about how best to create value from this project. Your directors thank all shareholders for their continued support The loss for the Group is $1,484,763 (2017: loss $771,388) Dividend No dividends in respect of the current financial year have been paid, declared or recommended for payment. Operating and Financial Review Group Overview 3D Resources Limited was established in July 2006 with a strategy to consolidate and further explore some under-explored mineral properties located within selected geologically prospective areas in Western Australia. The Company has since expanded its scope in include the search of projects in other locations within Australia, Asia and the Pacific Region. Financial Overview Operating results for the year The loss for the Group is $1,484,763 (2017: Loss of $771,388). This result is consistent with the expectation of the costs associated with the exploration programme and reflected: - - costs associated with managing various exploration programs; and corporate overheads associated with statutory and regulatory requirements as a consequence of being listed on the Australian Securities Exchange. Review of financial position The net assets of the Group have decreased by $249,425 from $1,211,472 as at 30 June 2017 to $962,047 as at 30 June 2018. The Directors believe the Group is in a stable financial position to continue its current programs not withstanding future capital raisings will be required. Capital Raising and Capital Structure During the year under review, the Company issued 231,346,153 fully paid ordinary shares raising a total of $1,199,250, net of capital raising costs. 10 3D RESOURCES LIMITED AND CONTROLLED ENTITIES AB: 15 120 973 775 DIRECTORS' REPORT Summary of options on issue During the year, 86,711,539 options were issued. 253,694,324 options has an exercise price of $0.007 (0.7 cents) and expiry date of 15 December 2019. 5,000,000 options has an exercise price of $0.004 (0.4 cents) and expiry date of 1 August 2019, Events after the Reporting Period On 27 September 2018, the Company announced that it has executed mutual releases with its former Haitian partners which settles all the substantial claims, including potential contingent liabilities, that were made against each other following the Company’s termination of the original agreements. The execution of the releases is a step in the overall process of creating an investment framework that would allow the Company re-commence and re-structure activities in Haiti, subject to certain conditions which at the date of this report are being negotiated. Future Developments, Prospects and Business Strategies Disclosure of information regarding likely developments in the operations of the Group in future financial years and the expected results of those operations are likely to result in unreasonable prejudice to the Group. Accordingly, this information has not been disclosed in this report. Environmental Issues The Group is subject to and compliant with all aspects of environmental regulation with regards to its exploration activities. The Directors are not aware of any environmental law that is not being complied with. Meetings of Directors During the financial year, 5 meetings of directors (including committees of directors) were held. Attendances by each director during the year were as follows: Ian Hastings Peter Mitchell John Chegwidden Indemnifying Officers or Auditor Directors' Meetings Number eligible to attend Number attended 5 5 5 5 5 5 During the year, the Group entered into an insurance policy to insure certain officers of the Company and its controlled entities. The officers of the Company covered by the insurance policy include the Directors named in this report. The Directors' and Officers' Liability Insurance provides cover against all costs and expenses that may be incurred in defending civil or criminal proceedings that fall within the scope of indemnity and that may be brought against the officers in their capacity as officers of the Company or a related body corporate. The insurance policy does not contain details of the premium paid in respect of individual officers of the Company. Disclosure of the nature of the liability cover and the premium paid is subject to a confidentiality clause under the insurance policy. The Company has entered into an agreement with the Directors and certain officers to indemnify these individuals against any claims and related expenses which arise as a result of work completed in their respective capabilities. The Company nor any of its related bodies corporate have provided any insurance for any auditor of the Company or a related body corporate. Proceedings on Behalf of Company No person has applied for leave of Court to bring proceedings on behalf of the company or intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or any part of those proceedings. The company was not party to any such proceedings during the year. Non-audit Services There were no non-audit services provided by auditor during the period. Auditor's Independence Declaration The lead auditor's independence declaration for the year ended 30 June 2018 has been received and can be found on page 14 of the Financial Report. 11 3D RESOURCES LIMITED AND CONTROLLED ENTITIES AB: 15 120 973 775 DIRECTORS' REPORT REMUNERATION REPORT - AUDITED This remuneration report, which forms part of the Directors' report, sets out information about the remuneration of the Group's Directors and other key management personnel for the year ended 30 June 2018. The prescribed details for each person covered by this report are detailed below. Details of directors and other key management personnel Directors and other key management personnel of the Group during and since the end of the financial year are as follows: Ian Hastings Peter Mitchell John Chegwidden Andrew Draffin Remuneration policy Non-Executive Chairman Executive Director (Managing Director) Non-Executive Director Company Secretary The Company's remuneration policy has been designed to align Director and Executive objectives with shareholder and business objectives by providing remuneration packages comprising of a fixed remuneration component and an options component. The Board believes the remuneration policy for its Directors and senior management to be appropriate and effective to attract and retain people with necessary qualifications, skills and experience to assist the company in achieving its desired results. Due to the size of the company, a remuneration committee has not been formed. Remuneration is reviewed on an annual basis, taking into consideration a number of performance indicators. While no performance based remuneration component has been built into Director and senior management remuneration packages, it is envisaged that as the Company further progresses, consideration will be given to this component of remuneration. The Group's earnings and movement in shareholders' wealth for five years to 30 June 2018 are detailed in the following table: Revenue and other income Net (loss) /profit before tax Net (loss) /profit after tax Share price at start of year Share price at end of year Dividends paid Basic (loss)/earnings per share Remuneration Structure 30 June 2018 30 June 2017 30 June 2016 30 June 2015 30 June 2014 16,889 1,309 2,013 10,186 1,005,545 (1,484,763) (1,484,763) $0.006 $0.005 - (0.19) (771,388) (771,388) $0.004 $0.006 - (0.18) (970,480) (970,480) $0.005 $0.004 - (0.37) (511,405) (511,405) $0.010 $0.005 596,510 596,510 $0.030 $0.010 - (0.20) - 0.25 In accordance with best practice corporate governance, the structure of Non-Executive and Executive director remuneration is separate and distinct. Remuneration of Directors and Senior Management The Directors (both Executive and Non-Executive) and senior management of the Company received remuneration during the year commencing 1 July 2017 and ending 30 June 2018 based on the following agreements. Remuneration of Executive Directors Objective The Board aims to reward Executives with a level and mix of remuneration commensurate with their position and responsibilities within the Company and so as to: - - - - reward Executives for Company, business unit and individual performance against targets set by reference to appropriate benchmarks; align the interest of Executives with those of shareholders; link award with the strategic goals and performance of the Company; and ensure total remuneration is competitive by market standards Structure In determining the level and mark-up of Executive remuneration, the Board considers external reports on market levels of remuneration for comparable executive roles. It is the Board's policy that employment contracts are entered into with all senior Executives. Remuneration of Non-Executive Directors Objective The Board seeks to set aggregate remuneration at a level which provides the Group with the ability to attract and retain Directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders. Structure The Constitution and ASX Listing Rules specify that the aggregate remuneration of Non-Executive Directors shall be determined from time to time by a general meeting of the Company's shareholders. An amount not exceeding the amount determined is then divided between the Directors as agreed whilst maintaining a surplus amount that can be attributable to further Non-Executive Directors should they be appointed at any time. The current aggregate remuneration amount is $150,000. The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned amongst directors is reviewed annually. The Board considers advice from external consultants as well as the fees paid to Non-Executive Directors of comparable companies when undertaking the annual review process. The Non-Executive Directors are paid a set amount per year. The Non-Executive Directors may receive consultant's fees through related entities for services rendered on a commercial basis. Non-Executive Directors have long been encouraged by the Board to hold shares in the Company. It is considered good governance for Directors to have a stake in the company on whose board he or she sits. 12 3D RESOURCES LIMITED AND CONTROLLED ENTITIES AB: 15 120 973 775 DIRECTORS' REPORT Position Held as at 30 June 2018 and any changes during the year Contract details (duration & termination) Group KMP Mr Ian Hastings Mr Peter Mitchell Mr John Chegwidden Mr Andrew Draffin Remuneration of Senior Management Non-Executive Director and Chairman Executive Director Non-Executive Director Company Secretary No fixed term No fixed term No fixed term No fixed term Remuneration of Directors and other Key Management Personnel (KMP) for the Year Ended 30 June 2018 Short-term Benefits Post employment Benefits Share based payments Salaries, fees $ Superannuation $ Shares, Options $ Total $ 143,163 181,326 34,500 60,000 418,989 - - - - - - - - - - 143,163 181,326 34,500 60,000 418,989 Short-term Benefits Post employment Benefits Share based payments Salaries, fees $ Superannuation $ Shares, Options $ Total $ 72,000 72,000 18,000 40,000 202,000 - - - - - - - - - - 72,000 72,000 18,000 40,000 202,000 Share based payments Total outstanding as at 30 June 2018 % - - - - $ 54,342 14,122 9,900 18,160 96,524 Share based payments Total outstanding as at 30 June 2017 % - - - - $ 6,000 6,000 - 10,000 22,000 2018 Group KMP Mr Ian Hastings Mr Peter Mitchell Mr John Chegwidden Mr Andrew Draffin 2017 Group KMP Mr Ian Hastings Mr Peter Mitchell Mr John Chegwidden Mr Andrew Draffin KMP Shareholdings The number of ordinary shares in 3D Resources Limited held by each KMP of the Group during the financial year are as follows: Balance at beginning of Year Granted as Remuneration during the year Issued on Exercise of Options during the year Other changes during the year Balance at End of Year Group KMP Mr Ian Hastings Mr Peter Mitchell Mr John Chegwidden Mr Andrew Draffin 56,806,440 57,484,012 21,400,000 - - - - - - - - - - - - - 56,806,440 57,484,012 21,400,000 - The number of listed options in 3D Resources Limited held by each KMP of the Group during the financial year are as follows: Balance at beginning of Year Granted as Remuneration during the year Issued on Exercise of Options during the year Other changes during the year Balance at End of Year Group KMP Mr Ian Hastings Mr Peter Mitchell Mr John Chegwidden Mr Andrew Draffin Reimbursement transactions with related parties 16,500,000 21,900,000 6,437,500 - - - - - - - - - - - - - 16,500,000 21,900,000 6,437,500 - Reimbursement of business expenses incurred by the Company and initially settled by Mr Ian Hastings. All expenses were incurred on an arm's length basis. Reimbursement of business expenses incurred by the Company and initially settled by China Connect, of which Mr Peter Mitchell is the Manager. All expenses were incurred on an arm's length basis. Reimbursement of business expenses incurred by the Company and initially settled by Ausnom Pty Ltd, of which Mr John Chegwidden is a director and shareholder. All expenses were incurred on an arm's length basis. Reimbursement of business expenses incurred by the Company and initially settled by DW Accounting & Advisory Pty Ltd, of which Mr Andrew Draffin is a director and shareholder. All expenses were incurred on an arm's length basis. 2018 $ 2017 $ 104,777 34,777 117,471 18,034 - 5,811 6,937 12,938 13 3D RESOURCES LIMITED AND CONTROLLED ENTITIES AB: 15 120 973 775 DIRECTORS' REPORT Shares options granted to directors and executives No shares or options were granted to Directors or Executives during the year. At the end of the financial year, no unlisted options were held by any Director and other key management personnel, directly and indirectly. The Directors' Report, incorporating the Remuneration Report, is signed in accordance with a resolution of the Board of Directors made pursuant to s.298(2) of the Corporations Act 2001. Mr Peter Mitchell Dated: 27 September 2018 14 AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF 3D RESOURCES LTD I declare that, to the best of my knowledge and belief, during the year ended 30 June 2018 there have been: (i) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and (ii) no contraventions of any applicable code of professional conduct in relation to the audit. MORROWS AUDIT PTY LTD L.S. WONG Director Melbourne: 27 September 2018 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2018 Continuing operations Revenue and other income Administration expenses Audit fees Share registry costs Depreciation and amortisation expense Directors' fees Consulting fees Exploration costs Impairment of goodwill Insurance Legal and professional fees Tenancy costs Travel and accomodation Finance costs Loss before income tax Tax expense Net Loss from continuing operations Discontinued operations Profit/(loss) from discontinued operations after tax Net Loss for the year Other comprehensive income: Items that may be reclassified subsequently to profit or loss when specific conditions are met: Exchange differences on translating foreign operations, net of tax Total other comprehensive income/(loss) for the year Total comprehensive income for the year Earnings per share From continuing and discontinued operations: Basic and diluted loss per share (cents) From continuing operations: Basic and diluted loss per share (cents) Consolidated Group 2018 $ 2017 $ 16,889 1,309 Note 3 (116,851) (20,000) (15,846) (3,333) (116,100) (25,000) (37,600) (317,312) (18,038) (79,049) (10,563) (117,968) (1,625) (862,396) - (862,396) (622,367) (1,484,763) (87,202) (36,016) (28,728) - (111,600) (45,000) (371,645) - (13,336) (32,356) (16,494) (49,546) (725) (791,339) - (791,339) 19,951 (771,388) 88 88 20,472 20,472 (1,484,675) (750,916) (0.19) (0.18) (0.11) (0.18) 4 5 6 4 9 9 The accompanying notes form part of these financial statements. 16 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2018 ASSETS CURRENT ASSETS Cash and cash equivalents Trade and other receivables Other assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Property, plant and equipment Exploration expenditure TOTAL NON-CURRENT ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Trade and other payables TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Retained earnings TOTAL EQUITY Consolidated Group Note 2018 $ 2017 $ 10 11 15 13 14 16 17 25 382,947 31,038 14,945 428,930 18,533 736,091 754,624 1,183,554 527,351 33,749 146,058 707,158 - 573,530 573,530 1,280,688 221,507 221,507 69,216 69,216 221,507 69,216 962,047 1,211,472 11,860,705 36,088 (10,934,746) 962,047 10,661,455 - (9,449,983) 1,211,472 The accompanying notes form part of these financial statements. 17 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2018 Consolidated Group Balance at 1 July 2016 Comprehensive income Loss for the year Other comprehensive income for the year Total comprehensive income for the year Transactions with owners, in their capacity as owners, and other transfers Shares issued during the year Transaction costs Total transactions with owners and other transfers Balance at 30 June 2017 Balance at 1 July 2017 Comprehensive income Loss for the year Other comprehensive income for the year Total comprehensive income for the year Transactions with owners, in their capacity as owners, and other transfers Shares issued during the year Options issued during the year Transaction costs Total transactions with owners and other transfers Note Issued Capital Accumulated Losses Option Reserve $ $ 9,220,011 (8,678,595) - - - (771,388) - (771,388) 1,561,214 (119,770) 1,441,444 - - - 10,661,455 (9,449,983) 10,661,455 (9,449,983) - - - (1,484,763) - (1,484,763) 1,310,250 - (111,000) 1,199,250 - - - - - - - - - - - - - - - - 36,000 - 36,000 Foreign Currency Translation Reserve $ Total $ (20,472) 520,944 - 20,472 20,472 (771,388) 20,472 (750,916) - - - - - - 88 88 - - - - 1,561,214 (119,770) 1,441,444 1,211,472 1,211,472 (1,484,763) 88 (1,484,675) 1,310,250 36,000 (111,000) 1,235,250 Balance at 30 June 2018 11,860,705 (10,934,746) 36,000 88 962,047 The accompanying notes form part of these financial statements. 18 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2018 CASH FLOWS FROM OPERATING ACTIVITIES Interest received Payments to suppliers and employees Net cash generated by operating activities CASH FLOWS FROM INVESTING ACTIVITIES Payments for exploration expenses Purchase of property, plant and equipment Payment for option to purchase subsidiary Net cash (used in)/generated by investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares Payments for capital raising costs Net cash provided by (used in) financing activities Net increase in cash held Cash and cash equivalents at beginning of financial year Effect of exchange rates on cash holdings in foreign currencies Cash and cash equivalents at end of financial year Consolidated Group Note 2018 $ 2017 $ 1,887 (909,198) (907,311) (272,370) (21,866) (126,199) (420,435) 1,250,250 (66,000) 1,184,250 (143,496) 527,351 (908) 382,947 6,557 (732,034) (725,477) (239,884) - (131,113) (370,997) 1,561,214 (119,770) 1,441,444 344,970 182,381 - 527,351 21a 10 The accompanying notes form part of these financial statements. 19 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 The Directors of 3D Resources Limited and its subsidiaries ("the Group") submit herewith the annual report of the Group for the financial year ended 30 June 2018. The separate financial statements of the parent entity, 3D Resources Limited, have not been presented within this financial report as permitted by the Corporations Act 2001. The financial statements were authorised for issue on 27 September 2018 by the directors of the company. Note 1 Summary of Significant Accounting Policies Basis of Preparation The financial statements are general purpose financial statements that have been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, and other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. The Group is a for-profit entity for financial reporting purposes under the Australian Accounting Standards. Australian Accounting Standards set out accounting policies that the Australian Accounting Standards Board has concluded would result in financial statements containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with the International Financial Reporting Standards as issued by the IASB. Material accounting policies adopted in the preparation of the financial statements are presented below and have been consistently applied unless stated otherwise. Except for cash flow information, the financial statements have been prepared on an accrual basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. (a) Principles of Consolidation The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by 3D Resources Limited at the end of the reporting period. A controlled entity is any entity over which 3D Resources Limited has the ability and right to govern the financial and operating policies so as to obtain benefits from the entity's activities. Where controlled entities have entered or left the Group during the year, the financial performance of those entities is included only for the period of the year that they were controlled. A list of controlled entities is contained in Note 12 to the financial statements. In preparing the consolidated financial statements, all intergroup balances and transactions between entities in the consolidated group have been eliminated in full on consolidation. (b) Income Tax The income tax expense (income) for the year comprises current income tax expense (income) and deferred tax expense (income). Current income tax expense charged to profit or loss is the tax payable on taxable income for the current period. Current tax liabilities (assets) are measured at the amounts expected to be paid to (recovered from) the relevant taxation authority using tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses. Current and deferred income tax expense (income) is charged or credited outside profit or loss when the tax relates to items that are recognised outside profit or loss or arising from a business combination. A deferred tax liability shall be recognised for all taxable temporary differences, except to the extent that the deferred tax liability arises from: (a) the initial recognition of goodwill; or (b) the initial recognition of an asset or liability in a transaction which: (i) is not a business combination; and (ii) at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss). Except for business combinations, no deferred income tax is recognised from the initial recognition of an asset or liability, where there is no effect on accounting or taxable profit or loss. Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled and their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. With respect to non-depreciable items of property, plant and equipment measured at fair value and items of investment property measured at fair value, the related deferred tax liability or deferred tax asset is measured on the basis that the carrying amount of the asset will be recovered entirely through sale. When an investment property that is depreciable is held by the entity in a business model whose objective is to consume substantially all of the economic benefits embodied in the property through use over time (rather than through sale), the related deferred tax liability or deferred tax asset is measured on the basis that the carrying amount of such property will be recovered entirely through use. Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised. Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future. Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where: (i) a legally enforceable right of set-off exists; and (ii) the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled. 20 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 Note 1: Summary of Significant Accounting Policies (Cont'd) (c) Property, Plant and Equipment Each class of property, plant and equipment is carried at cost or fair value as indicated less, where applicable, any accumulated depreciation and impairment losses. Plant and equipment Plant and equipment are measured on the cost basis and therefore carried at cost less accumulated depreciation and any accumulated impairment. In the event the carrying amount of plant and equipment is greater than the estimated recoverable amount, the carrying amount is written down immediately to the estimated recoverable amount and impairment losses are recognised either in profit or loss. A formal assessment of recoverable amount is made when impairment indicators are present (refer to Note 1(f) for details of impairment). The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset's employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts. The cost of fixed assets constructed within the consolidated group includes the cost of materials, direct labour, borrowing costs and an appropriate proportion of fixed and variable overheads. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are recognised as expenses in profit or loss during the financial period in which they are incurred. Depreciation The depreciable amount of all fixed assets including buildings and capitalised leased assets, but excluding freehold land, is depreciated on a straight-line basis over the asset's useful life to the Group commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements. The depreciation rates used for each class of depreciable assets are: Class of Fixed Asset Plant and equipment Depreciation Rate 20% The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are recognised in profit or loss in the period in which they arise. When revalued assets are sold, amounts included in the revaluation surplus relating to that asset are transferred to retained earnings. (d) Exploration and Development Expenditure Exploration, evaluation and development expenditures incurred are capitalised in respect of each identifiable area of interest. These costs are only capitalised to the extent that they are expected to be recovered through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Accumulated costs in relation to an abandoned area are written off in full against profit or loss in which the decision to abandon the area is made. When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to capitalise costs in relation to that area. Costs of site restoration are provided for over the life of the project from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal, and rehabilitation of the site in accordance with local laws and regulations and clauses of the permits. Such costs have been determined using estimates of future costs, current legal requirements and technology on an undiscounted basis. Any changes in the estimates for the costs are accounted for on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly the costs have been determined on the basis that the restoration will be completed within one year of abandoning the site. 21 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (e) Financial Instruments Recognition and Initial Measurement \ Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to the instrument. For financial assets, this is the date that the entity commits itself to either the purchase or sale of the asset (ie trade date accounting is adopted). Financial instruments are initially measured at fair value plus transactions costs except where the instrument is classified ‘at fair value through profit or loss’ in which case transaction costs are expensed to profit or loss immediately. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted. Classification and Subsequent Measurement Financial instruments are subsequently measured at fair value, amortised cost using the effective interest method, or cost. Amortised cost is calculated as the amount at which the financial asset or financial liability is measured at initial recognition less principal repayments and any reduction for impairment, and adjusted for any cumulative amortisation of the difference between that initial amount and the maturity amount calculated using the effective interest method. The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) over the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying amount with a consequential recognition of an income or expense item in profit or loss. Regular way purchases and sales of financial assets are recognised and derecognised at settlement date in accordance with the Group's Accounting Policy. The Group does not designate any interests in subsidiaries, associates or joint ventures as being subject to the requirements of Accounting Standards specifically applicable to financial instruments. (i) Financial assets at fair value through profit or loss Financial assets are classified at "fair value through profit or loss" when they are contingent consideration that may be paid by an acquirer as part of a business combination to which AASB 3: Business Combinations applies, held for trading for the purpose of short-term profit taking, derivatives not held for hedging purposes, or when they are designated as such to avoid an accounting mismatch or to enable performance evaluation where a group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Such assets are subsequently measured at fair value with changes in carrying amount included in profit or loss. The net gain or loss recognised in profit or loss includes any dividend or interest earned from the financial asset and is included in the face of the statement of profit and loss and other comprehensive income. (ii) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised. (iii) Financial Liabilities Non-derivative financial liabilities other than financial guarantees are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial liability is derecognised. Contingent consideration of an acquirer in a business combination to which AASB 3: Business Combinations applies is classified as a financial liability and measured at fair value through profit or loss. Impairment A financial asset (or a group of financial assets) is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events (a “loss event”) having occurred, which has an impact on the estimated future cash flows of the financial asset(s). In the case of available-for-sale financial assets, a significant or prolonged decline in the market value of the instrument is considered to constitute a loss event. Impairment losses are recognised in profit or loss immediately. Also, any cumulative decline in fair value previously recognised in other comprehensive income is reclassified into profit or loss at this point. Financial assets, other than those measured at fair value through profit or loss, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected. 22 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 Note 1: Summary of Significant Accounting Policies (Cont'd) For available-for-sale equity instruments, including listed or unlisted shares, objective evidence of impairment includes information about significant changes with an adverse effect that have taken place in the technological, market, economic or legal environment in which the issuer operates, and indicates that the cost of the investment in the equity instrument may not be recovered. A significant or prolonged decline in the fair value of the security below its cost is considered to be objective evidence of impairment for shares classified as available-for-sale. For all other financial assets, including redeemable notes classified as available-for-sale and finance lease receivables, objective evidence of impairment could include: significant financial difficulty of the issuer or counterparty; breach of contract, such as a default or delinquency in interest or principal payments; it becoming probable that the borrower will enter bankruptcy or financial reorganisation; or the disappearance of an active market for that financial asset because of financial difficulties. For certain categories of financial assets, such as trade receivables, assets that are assessed for impairment on a collective basis even if they were assessed not to be impaired individually. Objective evidence of impairment for a portfolio of receivables could include the Group’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period of 60 days, as well as observable changes in national or local economic conditions that correlate with default on receivables. For financial assets carried at amortised cost, the amount of the impairment loss recognised is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate. For financial assets that are carried at cost, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods. The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss. For financial assets measured at amortised cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised. At the end of each reporting period the group assessed whether there is any objective evidence that a financial asset or group of financial assets is impaired (other than financial assets classified as at fair value through profit or loss). Derecognition Financial assets are derecognised when the contractual rights to receipt of cash flows expire or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised when the related obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss. The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received. On derecognition of a financial asset in its entirety, the difference between the asset's carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss. (f) Impairment of Assets At the end of each reporting period, the Group assesses whether there is any indication that an asset may be impaired. The assessment will include the consideration of external and internal sources of information, including dividends received from subsidiaries, associates or joint ventures deemed to be out of pre-acquisition profits. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value less costs of disposal and value in use, to the asset’s carrying amount. Any excess of the asset’s carrying amount over its recoverable amount is recognised immediately in profit or loss, unless the asset is carried at a revalued amount in accordance with another Standard (eg in accordance with the revaluation model in AASB 116: Property, Plant and Equipment ). Any impairment loss of a revalued asset is treated as a revaluation decrease in accordance with that other Standard. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Impairment testing is performed annually for goodwill, intangible assets with indefinite lives and intangible assets not yet available for use. When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. 23 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 Note 1: Summary of Significant Accounting Policies (Cont'd) (g) Foreign Currency Transactions and Balances Functional and presentation currency The functional currency of each of the Group’s entities is the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity's functional currency. Transaction and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined. Exchange differences arising on the translation of monetary items are recognised in profit or loss, except where deferred in equity as a qualifying cash flow or net investment hedge. Exchange differences arising on the translation of non-monetary items are recognised directly in other comprehensive income to the extent that the underlying gain or loss is recognised in other comprehensive income; otherwise the exchange difference is recognised in profit or loss. Group companies The financial results and position of foreign operations whose functional currency is different from the group’s presentation currency are translated as follows: — — — assets and liabilities are translated at exchange rates prevailing at the end of the reporting period; income and expenses are translated at average exchange rates for the period; and retained earnings are translated at the exchange rates prevailing at the date of the transaction. Exchange differences arising on translation of foreign operations with functional currencies other than Australian dollars are recognised in other comprehensive income and included in the foreign currency translation reserve in the statement of financial position and allocated to non-controlling interest where relevant. The cumulative amount of these differences is reclassified into profit or loss in the period in which the operation is disposed of. (h) Cash and Cash Equivalents Cash and cash equivalents include cash on hand and deposits available on demand with banks. (i) Revenue and Other Income Revenue from the sale of goods is recognised at the point of delivery as this corresponds to the transfer of significant risks and rewards of ownership of the goods and the cessation of all involvement in those goods. Interest revenue is recognised using the effective interest method. All revenue is stated net of the amount of goods and services tax. (j) Trade and Other Receivables Trade and other receivables include amounts due from customers for goods sold and services performed in the ordinary course of business. Receivables expected to be collected within 12 months of the end of the reporting period are classified as current assets. All other receivables are classified as non-current assets. Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any provision for impairment. Refer to Note 1(l) for further discussion on the determination of impairment losses. (k) Trade and Other Payables Trade and other payables represent the liabilities for goods and services received by the entity that remain unpaid at the end of the reporting period. The balance is recognised as a current liability with the amounts normally paid within 30 days of recognition of the liability. Trade and other payables are initially measured at fair value and subsequently measured at amortised cost using the effective interest method. (l) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO). Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the ATO is included with other receivables or payables in the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to, the ATO are presented as operating cash flows included in receipts from customers or payments to suppliers. 24 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 Note 1: Summary of Significant Accounting Policies (Cont'd) (m) Comparative Figures When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. Where the Group retrospectively applies an accounting policy, makes a retrospective restatement or reclassifies items in its financial statements, an additional (third) statement of financial position as at the beginning of the preceding period in addition to the minimum comparative financial statement is presented. (n) Critical Accounting Estimates and Judgements In applying the Group's accounting policies, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities. These estimates and assumptions are made based on past experience and other factors that are considered relevant. Actual results may differ from these estimates. All estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is reviewed if the revision affects both current and future periods. The following describes critical judgements that management has made in the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognised in the financial statements. Impairment of deferred exploration costs The Group's accounting policy for exploration expenditure results in some items being capitalised for an area of interest where it is considered likely to be recoverable in the future where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves. Management is required to make certain estimates and assumptions as to future events and circumstances, which may change as new information becomes available. If a judgement is made that recovery of a capitalised expenditure is unlikely, the relevant amount will be write off to the income statement. Environmental Issues Balances disclosed in the financials statements and notes thereto are not adjusted for any pending or enacted environmental legislation, and the directors' understanding thereof. At the current stage of the Group's development and its current environmental impact, the directors believe such treatment is reasonable and appropriate. Taxation Balances disclosed in the financial statements and the notes thereto related to taxation are based on the best estimates of the directors. These estimates take into account both the financial performance and position of the Group as they pertain to current income taxation legislation, and the directors understanding thereof. No adjustment has been made for pending or future taxation legislation. The current income tax position represents that directors' best estimate, pending an assessment by the Australian Taxation Office. (o) New Accounting Standards for Application in Future Periods Accounting Standards issued by the AASB that are not yet mandatorily applicable to the Group, together with an assessment of the potential impact of such pronouncements on the Group when adopted in future periods, are discussed below: — AASB 9: Financial Instruments and associated Amending Standards (applicable to annual reporting periods beginning on or after 1 January 2018). The Standard will be applicable retrospectively (subject to the provisions on hedge accounting outlined below) and includes revised requirements for the classification and measurement of financial instruments, revised recognition and derecognition requirements for financial instruments and simplified requirements for hedge accounting. The key changes that may affect the Group on initial application include certain simplifications to the classification of financial assets, simplifications to the accounting of embedded derivatives, upfront accounting for expected credit loss, and the irrevocable election to recognise gains and losses on investments in equity instruments that are not held for trading in other comprehensive income. AASB 9 also introduces a new model for hedge accounting that will allow greater flexibility in the ability to hedge risk, particularly with respect to hedges of non-financial items. Should the entity elect to change its hedge policies in line with the new hedge accounting requirements of the Standard, the application of such accounting would be largely prospective. The Group has established an AASB 9 project team and is in the process of completing its impact assessment of AASB 9. Based on a preliminary assessment performed over each line of business and product type, the effects of AASB 9 are not expected to have a material effect on the Group. — AASB 2014-7: Amendments to Australian Accounting Standards arising from AASB 9 (December 2014) AASB 2014-7 (issued December 2014) gives effect to the consequential amendments to Australian Accounting Standards (including Interpretations) arising from the issue of AASB 9: Financial Instruments (December 2014). More significantly, additional disclosure requirements have been added to AASB 7: Financial Instruments: Disclosures regarding credit risk exposures of the entity. This Standard also makes various editorial corrections to Australian Accounting Standards and an Interpretation. AASB 2014-7 mandatorily applies to annual reporting periods beginning on or after 1 January 2018. Earlier application is permitted, provided AASB 9 (December 2014) is applied for the same period. 25 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 Note 1: Summary of Significant Accounting Policies (Cont'd) — AASB 15: Revenue from Contracts with Customers (applicable to annual reporting periods beginning on or after 1 January 2018, as deferred by AASB 2015-8: Amendments to Australian Accounting Standards – Effective Date of AASB 15) AASB 15 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The Group has established an AASB 15 project team and is in the process of completing its impact assessment of AASB 15. Based a preliminary assessment performed over each line of business and product type, the effects of AASB 15 are not expected to have a material effect on the Group. — AASB 2014-5: Amendments to Australian Accounting Standards arising from AASB 15 This Standard is applicable to annual reporting periods beginning on or after 1 January 2017 and makes consequential amendments to various Australian Accounting Standards arising as a result of the issue of AASB 15: Revenue from Contracts with Customers. AASB 2014-5 is not expected to impact the Group’s financial statements. — AASB 2015-8: Amendments to Australian Accounting Standards – Effective Date of AASB 15 This Standard amends the mandatory effective date (application date) of AASB 15: Revenue from Contracts with Customers so that AASB 15 is required to be applied for annual reporting periods beginning on or after 1 January 2018 instead of 1 January 2017. Therefore, this Standard also defers the consequential amendments that were originally set out in AASB 2014-5: Amendments to Australian Accounting Standards arising from AASB 15. This deferral is achieved in a variety of ways because some of the Standards amended by AASB 2014-5 have been superseded by new principal versions issued in 2015 that apply to annual reporting periods beginning on or after 1 January 2017 or 2018. This Standard amends Interpretation 1052: Tax Consolidation Accounting to update the cross-references to Standards and to remove the references to dividends and other distributions, so that the wording of Int 1052.45 is appropriate for annual reporting periods beginning on or after 1 January 2018. AASB 15 is also reformatted to follow the structure of the new principal versions of other Standards by deleting or moving the Aus- numbered “Application” paragraphs. — AASB 2016-7: Amendments to Australian Accounting Standards – Deferral of AASB 15 for Not-for-Profit Entities This Standard amends the mandatory effective date (application date) of AASB 15 for not-for-profit entities so that AASB 15 is required to be applied by such entities for annual reporting periods beginning on or after 1 January 2019 instead of 1 January 2018. Therefore, this Standard also defers, for not-for-profit entities, the consequential amendments that were originally set out in AASB 2014-5: Amendments to Australian Accounting Standards arising from AASB 15. This deferral is achieved by restating the effective date of the amendments set out in AASB 2015-8: Amendments to Australian Accounting Standards – Effective Date of AASB 15 as they apply to not-for-profit entities. Earlier application of AASB 15 is permitted for not-for-profit entities for annual reporting periods beginning before 1 January 2019, provided AASB 1058: Income of Not-for-Profit Entities (Appendix D) is also applied to the same period. This Standard applies to annual periods beginning on or after 1 January 2017, which was the original mandatory effective date of AASB 15. — AASB 2016-3: Amendments to Australian Accounting Standards – Clarifications to AASB 15 AASB 2016-3 (issued May 2016) makes amendments to AASB 15 to: — — — — clarify the requirements for assessing whether two or more promises to transfer goods or services to a customer are separately identifiable when identifying performance obligations in accordance with AASB 15.27(b) and the factors indicating this assessment; elaborate on the assessment of “control” over goods or services when determining whether an entity is acting as a principal or agent clarify the timing of revenue recognition from licensing transactions; and extend the application of practical expedients on transition to AASB 15. — AASB 2016-3 mandatorily applies to annual reporting periods beginning on or after 1 January 2018, with earlier application permitted. When effective, this Standard will replace the current accounting requirements applicable to revenue with a single, principles- based model. Apart from a limited number of exceptions, including leases, the new revenue model in AASB 15 will apply to all contracts with customers as well as non-monetary exchanges between entities in the same line of business to facilitate sales to customers and potential customers. The core principle of the Standard is that an entity will recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for the goods or services. To achieve this objective, AASB 15 provides the following five-step process: — — — — — identify the contract(s) with a customer; identify the performance obligations in the contract(s); determine the transaction price; allocate the transaction price to the performance obligations in the contract(s); and recognise revenue when (or as) the performance obligations are satisfied. 26 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 Note 1: Summary of Significant Accounting Policies (Cont'd) The transitional provisions of this Standard permit an entity to either: restate the contracts that existed in each prior period presented per AASB 108: Accounting Policies, Changes in Accounting Estimates and Errors (subject to certain practical expedients in AASB 15); or recognise the cumulative effect of retrospective application to incomplete contracts on the date of initial application. There are also enhanced disclosure requirements. (p) Going Concern The financial report has been prepared on the going concern basis, which contemplates the continuity of normal business activity and realisation of assets and the settlement of liabilities in the ordinary course of business. The Company incurred a loss for the year of $1,484,763 (2017: loss of $907,311) and net cash outflows from operating activities of $907,311 (2017: $725,477) These conditions indicate a material uncertainty that may cast significant doubt about the ability of the Company to continue as a going concern. In the event the above matters are not achieved, the Company will be required to raise funds for working capital from debt or equity source. The ability of the Company to continue as a going concern is principally dependent upon the ability of the Company to secure funds by raising capital from equity markets and managing cashflow in line with available funds. The directors have prepared a cash flow forecast, which indicates that the Company will have sufficient cash flows to meet all commitments and working capital requirements for the 12 month period from the date of signing this financial report. Based on the cash flow forecasts and other factors referred to above, the directors are satisfied that the going concern basis of preparation is appropriate. In particular, given the Company's history of raising capital to date, the directors are confident of the Company's ability to raise additional funds as and when they are required. Should the Company be unable to continue as a going concern, it may be required to realise its assets and extinguish its liabilities other than in the normal course of business and at amounts different to those stated in the financial statements. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or to the amount and classification of liabilities that might result should the Company be un able to continue as a going concern and meet its debts as and when they fall due. Note 2 Parent Information The following information has been extracted from the books and records of the financial information of the parent entity set out below and has been prepared in accordance with Australian Accounting Standards. STATEMENT OF FINANCIAL POSITION ASSETS Current Assets Non-current Assets TOTAL ASSETS LIABILITIES Current Liabilities Non-current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Issued Capital Reserves Retained earnings TOTAL EQUITY STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME Loss for the year Other comprehensive income Total comprehensive income Contingent liabilities Please refer to Note 19. 27 2018 $ 2017 $ 414,839 797,045 1,211,884 575,994 551,391 1,127,385 206,430 - 206,430 69,216 - 69,216 1,005,454 1,058,169 11,860,705 36,000 (10,891,251) 1,005,454 10,661,455 - (9,603,286) 1,058,169 (1,287,965) - (1,287,965) (904,186) - (904,186) 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 Note 2: Parent Information (Cont'd) Commitments Not longer than 1 year Longer than 1 year and not longer than 5 years Longer than 5 years Note 3 Revenue and Other Income (a) Revenue from continuing operations Other revenue — — interest received realised foreign currency gain/(loss) Total revenue Note 4 Profit for the Year Profit before income tax from continuing operations includes the following specific expenses: Write-off capitalised exploration expenditure Note 5 Tax Expense (a) The components of tax (expense) income comprise: Current tax Deferred tax Recoupment of prior year tax losses Under provision in respect of prior years (b) The prima facie tax on profit from ordinary activities before income tax is reconciled to income tax as follows: Prima facie tax payable on profit from ordinary activities before income tax at 27.5% (2017: 27.5%) consolidated group — Add: Tax effect of: — — Deferred tax not brought to account Other adjustments Income tax attributable to entity Balance of franking account at year end (c) Deferred tax assets Tax losses Other Set-off deferred tax liabilities Net deferred tax assets Less tax deferred tax assets not recognised (d) Deferred tax liabilities Exploration expenditure Set-off deferred tax liabilities Net deferred tax assets 28 377,500 683,500 70,000 1,131,000 377,500 783,500 80,000 1,241,000 Consolidated Group 2018 $ 2017 $ 1,717 15,172 16,889 1,309 - 1,309 Consolidated Group 2018 2017 $ $ 37,600 371,645 Consolidated Group 2018 2017 $ $ - - - - - - - - - - (237,159) (334,316) 237,159 - - - 334,316 - - - nil nil 2,892,638 14,293 2,906,931 (202,425) 2,704,506 (2,704,506) - 2,845,728 10,580 2,856,308 (157,721) 2,698,587 (2,698,587) - 202,425 202,425 (202,425) - 157,721 157,721 (157,721) - 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 Note 5: Tax Expense (Cont'd) (e) Deferred tax assets Unused tax losses for which no deferred tax asset has been recognised 10,518,683 10,009,411 Potential deferred tax assets attributable to tax losses and exploration expenditure carried forward have not been brought to account at 30 June 2018 because the directors do not believe it is appropriate to estimate the realisation of the deferred tax assets as probable at this point in time. These benefits will only be obtained if: - - - the company derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the loss and exploration expenditure to be realised; the company continues to comply with conditions for deductibility imposed by law; and no changes in tax legislation adversely affect the company in realising the benefit from the deductions for the loss incurred and exploration expenditure. Note 6 Discontinued Operations On 20 June 2018, the Company terminated its agreements in respect to the acquisition and development of two Haitian gold projects, Grand Bois and Morne Bossa, thereby discontinuing its operations in this business segment. The financial performance of the discontinued operation up to 20 June 2018, which is included in loss from discontinued operations per the statement of comprehensive income, is as follows: The comparative figures are in relation to the voluntary wind up of its New Zealand subsidiary, Croydon Coal Limited in the 2017 financial year. Revenue Expenses Write-off of exploration expenditure Write back of creditors Foreign exchange losses Loss before income tax Income tax expense Loss attributable to members of the parent entity Tax loss after tax attributable to the discontinued operations Consolidated Group 2018 2017 $ $ - (550,159) (72,208) - - (622,367) - (622,367) (622,367) - (20,230) - 40,181 - 19,951 - 19,951 19,951 The net cash flows of the discontinued operation, which have been incorporated into the statement of cash flows, are as follows: Net cash (outflow) from operating activities Net cash inflow from investing activities Net cash inflow from financing activities Net decrease in cash by discontinued operations Note 7 Key Management Personnel Compensation (550,159) (72,208) - (622,367) - - - - Refer to the Remuneration Report contained in the Directors’ Report for details of the remuneration paid or payable to each member of the Group’s key management personnel (KMP) for the year ended 30 June 2018. The totals of remuneration paid to KMP of the company and the Group during the year are as follows: Short-term employee benefits Total KMP compensation Short-term employee benefits The table below reconciles the total remuneration paid to KMPs of the company and the Group. Directors fees Consulting fees paid to Directors in relation to Haiti's operations (discontinued) Company secretarial and accounting fees Less: Consulting fees paid to Directors in relation to Haiti's operations (discontinued) Directors fees capitalised Company secretarial and accounting fees listed under Administration expenses Directors fees declared in Consolidated Statement of Profit or Loss and 2018 $ 2017 $ 418,989 418,989 202,000 202,000 2018 $ 145,500 213,489 60,000 418,989 2017 $ 162,000 - 40,000 202,000 213,489 29,400 60,000 302,889 116,100 - 50,400 40,000 90,400 111,600 Further information in relation to KMP remuneration can be found in the Remuneration Report. 29 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 Note 8 Auditor’s Remuneration Remuneration of the auditor for: — auditing or reviewing the financial statements Note 9 Earnings per Share (a) Reconciliation of earnings to profit or loss Losses (from continued and discontinued operations) Losses used to calculate basic EPS (b) Reconciliation of earnings to profit or loss from discontinued operations (Loss)/Profit from discontinued operations Losses used to calculate basic EPS from discontinued operations (c) Weighted average number of ordinary shares outstanding during the year used in calculating basic EPS Weighted average number of ordinary shares outstanding during the year used in calculating dilutive EPS Consolidated Group 2018 $ 2017 $ 20,000 20,000 36,016 36,016 Consolidated Group 2018 $ 2017 $ (1,484,763) (771,388) (1,484,763) (771,388) (622,367) (622,367) 19,951 19,951 No. No. 795,765,320 436,600,061 795,765,320 436,600,061 Basic loss per share from continuing and discontinued operations Basic loss per share from continuing operations (0.19) (0.11) (0.18) (0.18) Note 10 Cash and Cash Equivalents Cash at bank and on hand Reconciliation of cash Cash and cash equivalents at the end of the financial year as shown in the statement of cash flows is reconciled to items in the statement of financial position as follows: Cash and cash equivalents Note 11 Trade and Other Receivables CURRENT Trade receivables Provision for impairment Other receivables — — — TFN withholding other receivables deposit paid Total current trade and other receivables 30 Note Consolidated Group 2018 $ 382,947 382,947 2017 $ 527,351 527,351 24 382,947 382,947 527,351 527,351 Consolidated Group 2018 $ 2017 $ 7,654 7,654 - - 7,654 7,654 1,464 15,077 6,843 23,384 31,038 1,634 17,618 6,843 26,095 33,749 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 Note 11: Trade and Other Receivables (Cont'd) Credit risk The Group has no significant concentration of credit risk with respect to any single counter party or group of counter parties other than those receivables specifically provided for and mentioned within Note 11. The class of assets described as Trade and Other Receivables is considered to be the main source of credit risk related to the Group. The following table details the Group’s trade and other receivables exposed to credit risk (prior to collateral and other credit enhancements) with ageing analysis and impairment provided for thereon. Amounts are considered as ‘past due’ when the debt has not been settled with the terms and conditions agreed between the Group and the customer or counter party to the transaction. Receivables that are past due are assessed for impairment by ascertaining solvency of the debtors and are provided for where there are specific circumstances indicating that the debt may not be fully repaid to the Group. The balances of receivables that remain within initial trade terms (as detailed in the table) are considered to be of high credit quality. Consolidated Group 2018 Trade and term receivables Other receivables Total Consolidated Group 2017 Trade and term receivables Other receivables Total Gross Amount Past due and impaired Past due but not impaired (days overdue) $ 7,654 23,384 31,038 $ - - - Gross Amount Past due and impaired $ 7,654 26,095 33,749 $ - - - <30 $ - 15,077 15,077 <30 $ - 17,618 17,618 31-60 $ 61-90 $ >90 $ - - - - - - - 1,464 1,464 Past due but not impaired (days overdue) 31-60 $ 61-90 $ >90 $ - - - - - - - 1,634 1,634 Within initial trade terms $ 7,654 23,384 31,038 Within initial trade terms $ 7,654 26,095 33,749 Note 12 Interests in Subsidiaries (a) Information about Principal Subsidiaries The subsidiaries listed below have share capital consisting solely of ordinary shares or ordinary units which are held directly by the Group. The proportion of ownership interests held equals the voting rights held by Group. Each subsidiary’s principal place of business is also its country of incorporation. Name of subsidiary Principal place of business Platquest Resources Pty Ltd Alltower Pty Ltd Australia Australia Ownership interest held by the Group Proportion of non-controlling interests 2018 (%) 100% 100% 2017 (%) 100% 100% 2018 (%) - - 2017 (%) - - Subsidiary financial statements used in the preparation of these consolidated financial statements have also been prepared as at the same reporting date as the Group’s financial statements. (b) Significant Restrictions There are no significant restrictions over the Group's ability to access or use assets, and settle liabilities, of the Group. Note 13 Property, Plant and Equipment PLANT AND EQUIPMENT Plant and equipment: At cost Accumulated depreciation Computer equipment: At cost Accumulated depreciation Consolidated Group 2018 $ 2017 $ - - - 664 (117) 547 - - - - - - 31 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 Note 13: Property, Plant and Equipment (Cont'd) Motor Vehicle At cost Accumulated depreciation Total plant and equipment (a) Movements in Carrying Amounts 21,203 (3,217) 17,986 18,533 - - - - Movements in carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year. Consolidated Group: Balance at 1 July 2016 Additions Depreciation expense Balance at 30 June 2017 Additions Disposals Depreciation expense Balance at 30 June 2018 Note 14 Deferred Exploration and Evaluation Balance at beginning of year Current year expenditure capitalised Exploration costs written off Balance at end of year Computer Equipment $ Motor Vehicle Total $ $ - - - - 663 - (116) 547 - - - - - - - - 21,203 21,866 - (3,217) 17,986 - (3,333) 18,533 Consolidated Group 2018 $ 573,530 187,656 2017 $ 734,057 211,118 (25,095) (371,645) 736,091 573,530 The value of the Company's interest in exploration expenditure is dependent upon the: - - - continuance of the economic entity's right to tenure of the areas of interest; the results of future exploration; and the recoupment of costs through successful development and exploitation of the areas of interest, or alternatively, by their sale. 75% of Peter Mitchell's Director's Fees have been capitalised as Deferred Exploration and Evaluation Assets. Upon recovery of deferred exploration and evaluation costs is dependent upon the success of pre-feasibility studies, exploration and evaluation or sale or farm-out of the exploration interest. A percentage of the CEO's salary and associated costs are capitalised in line with the Company's policy for capitalising costs directly relating to pre-feasibility and exploration. Broadly, the Company has three cost centres, Corporate, Pre-feasibility and Exploration. Where identifiable, costs associated with Pre-feasibility and Exploration cost centres are capitalised. These costs are annually reviewed for impairment and a charge is made direct to the Statement of profit or loss and other comprehensive income of the Company where an impairment is identified. An impairment of $25,095 (2017 - $371, 645) was brought to account for the financial year for costs associated with tenements that were previously deemed to no longer have any value to the Group. As such, $25,095 was written off. The Company still intends to exploit for economical gain the remaining tenements under its control. The Group's exploration properties may be subjected to claim(s) under native title, or contain sacred sites, or sites of significance to Aboriginal people. As a result, exploration properties or areas within the tenements may be subjected to exploration restrictions, mining restrictions and/or claims for compensation. At this time, it is not possible to quantify whether such claims exist and therefore, the quantum of such potential claims cannot be estimated. The Group has reviewed all of its tenements and has only carried forward the expenses on the tenements that give rise to a potential economic benefit to the Company through development or exploration. The Group has considered the impairment indicators below and confirms no such indicators are applicable at 30 June 2018. As such, the Group does not consider that a full impairment test is necessary. 32 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 Note 14: Deferred Exploration and Evaluation (Cont'd) Impairment indications - - - - - - The period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed; Substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned; Exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; Sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale; Evidence is available of obsolescence or physical damage of an asset; The net assets of the Group exceeds its market capitalisation, Note 15 Other Assets CURRENT Prepayments Option fee paid Total Other Assets Current Non-Current Note 16 Trade and Other Payables CURRENT Trade payables Sundry payables and accrued expenses Note 17 Issued Capital 885,943,929 (2017: 654,597,776) fully paid ordinary shares Consolidated Group 2018 $ 2017 $ 14,945 - 14,945 14,945 131,113 146,058 - - - 146,058 - 146,058 Consolidated Group 2018 $ 2017 $ 196,007 25,500 221,507 27,188 42,028 69,216 Consolidated Group 2018 $ 11,860,705 2017 $ 10,661,455 11,860,705 10,661,455 Consolidated Group (a) Ordinary Shares At the beginning of the reporting period Shares issued during the year 2018 2017 No. $ No. $ 654,597,776 10,661,455 276,569,525 9,220,011 231,346,153 1,310,250 378,028,251 1,561,214 Less transaction costs arising from issue of shares - (111,000) - (119,770) At the end of the reporting period 885,943,929 11,860,705 654,597,776 10,661,455 During the reporting period, a total of 231,346,153 fully paid ordinary shares were issued raising a total of $1,199,250, net of capital raising costs. 33 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 Note 17: Issued Capital (Cont'd) (b) Options The following reconciles the outstanding unlisted options to subscribe for fully paid ordinary shares in the Company at the beginning and end of the financial year: At the beginning of the reporting period Issued during the financial year Lapsed during the financial year Balance at the end of the financial year Exercisable at the end of the financial year Listed Options Listed Options Listed Options Listed Options Listed Options Listed Options Listed Options Unlisted Options (c) Capital Management Consolidated Group 2018 No. 171,982,765 2017 No. - 86,711,539 171,982,765 - - 258,694,304 171,982,765 258,694,304 171,982,765 Number Issue Date Expiry Date Exercise Price $ 110,919,563 15/12/2016 15/12/2019 0.007 27,729,889 20/01/2017 15/12/2019 0.007 33,333,333 9/05/2017 15/12/2019 0.007 4,500,000 23/08/2017 15/12/2019 0.007 38,461,539 6/09/2017 15/12/2019 0.007 4,500,000 20/09/2017 15/12/2019 0.007 34,250,000 15/06/2018 15/12/2019 0.007 5,000,000 23/08/2017 1/08/2019 0.004 Management controls the capital of the Group in order to maintain a sustainable debt to equity ratio, generate long-term shareholder value and ensure that the Group can fund its operations and continue as a going concern. The Group's debt and capital include ordinary share capital and financial liabilities, supported by financial assets. The Group is not subject to any externally imposed capital requirements. Management effectively manages the Group’s capital by assessing the Group's financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to shareholders and share issues. Note 16 10 Consolidated Group 2018 $ 221,507 2017 $ 69,216 (382,947) (527,351) (161,440) (458,135) 962,047 1,211,472 800,607 753,337 N/A N/A Consolidated Group 2018 $ 2017 $ 377,500 683,500 70,000 377,500 783,500 80,000 1,131,000 1,241,000 Total liabilities Less cash and cash equivalents Net debt Total equity Total capital Gearing ratio Note 18 Capital and Leasing Commitments (a) Exploration Commitments Not longer than 1 year Longer than 1 year and not longer than 5 years Longer than 5 years Committed at the reporting date but not recognised as liabilities 34 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 Note 19 Contingent liabilities The Company has a contingent liability in relation to the acquisition of the Cosmo Newberry tenements. They are listed as follows: Acquisition of Cosmo Newberry Tenements: - - Upon completion of the initial geophysics program, the first drilling program and the announcement to ASX of the Company's intention to continue to explore. 1,000,000 ordinary shares will be issued. The value of these proposed shares as at 30 June 2018 is approximately $5,000. (2017: $6,000) On settlement of the Cosmo Newberry Purchase, there is the potential for further cash payments of $50,000 and the issue of 500,000 ordinary shares. Note 20 Operating Segments The Group has identified its operating segments based on the internal reports that are reviewed and used by the board of directors (chief operating decision makers) in assessing performance and in determining the allocation of resources. Unless stated otherwise, all accounts are reported to the Board of Directors, being the chief decision makers with respect to operating segments, which are determined in accordance with accounting policies that are consistent to those adapted in the annual financial statements of the consolidated entity. (a) Segment Revenue 30 June 2018 REVENUE Total segment revenue Total segment revenue Reconciliation of segment revenue to group revenue Total segment revenue Segment net loss before tax Amounts not included in segment result but reviewed by Board — Interest revenue Administrative expenses Directors' fees Consultancy fees Occupancy costs Travel and marketing costs Other costs Net loss before tax from continuing operations 30 June 2017 REVENUE Total segment revenue Total segment revenue Reconciliation of segment revenue to group revenue Total segment revenue Segment net loss before tax Amounts not included in segment result but reviewed by Board — Interest revenue Administrative expenses Directors' fees Consultancy fees Occupancy costs Travel and marketing costs Other costs Net loss before tax from continuing operations 3D Resources $ Platquest Alltower Haiti Total $ $ $ $ - - - - - (37,600) - - - - - - - - (37,600) 1,717 (116,100) (25,000) (10,563) (117,968) (556,882) (862,396) 3D Resources $ - - - (371,645) Platquest Alltower Haiti Total $ $ $ $ - - - - - - - - - - - - - - - (371,645) 1,309 (111,600) (45,000) (16,494) (49,546) (198,363) (791,339) 35 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 Note 20: Operating Segments (Cont'd) (ii) Segment assets 30 June 2018 Segment assets - opening balance Segment assets increases for the year: Capital expenditure/exploration Write off/exploration Reconciliation of segment assets to group assets Unallocated assets: — Cash — Receivables — Other assets Total group assets 30 June 2017 Segment assets - opening balance Segment assets increases for the year: Capital expenditure/exploration Write off/exploration Reconciliation of segment assets to group assets Unallocated assets: — Cash — Receivables — Other assets Total group assets (c) Segment liabilities 30 June 2018 Segment liabilities Reconciliation of segment liabilities to group liabilities Intersegment eliminations Unallocated liabilities: — Trade and other payables Total group liabilities 30 June 2017 Segment liabilities Reconciliation of segment liabilities to group liabilities Intersegment eliminations Unallocated liabilities: — Trade and other payables Total group liabilities 3D Resources $ Platquest Alltower Haiti Total $ $ $ $ 573,530 - 188,173 (25,612) 736,091 25,095 (25,095) - - - - - - 573,530 68,595 (68,595) - 281,863 (119,302) 736,091 382,947 31,038 33,478 1,183,554 3D Resources $ Platquest Alltower Haiti Total $ $ $ $ 481,720 252,337 172,597 (80,787) 573,530 38,521 (290,858) - - - - - - - - - 734,057 211,118 (371,645) 573,530 527,351 48,694 131,113 1,280,688 3D Resources $ Platquest Alltower Haiti Total $ $ $ $ - - - - - - - - - - 221,507 221,507 3D Resources $ 10,871 10,871 Platquest Alltower Haiti Total $ $ $ - - - - $ 10,871 10,871 - - 58,345 69,216 36 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 Note 21 Cash Flow Information (a) Reconciliation of Cash Flows from Operating Activities with Profit after Income Tax Loss after income tax Non-cash flows in profit Depreciation Directors fees capitalised Exploration expenditure written off Impairment of goodwill Realised loss on foreign currency Changes in assets and liabilities, net of the effects of purchase and disposal of subsidiaries: Decrease/(Increase) in trade and term receivables (Increase)/decrease in prepayments Increase/(decrease) in trade payables and accruals Cash flows from operating activities Note 22 Events After the Reporting Period Consolidated Group 2018 $ 2017 $ (1,484,763) (771,388) 3,333 (29,400) 37,600 317,312 93,605 - (50,400) 371,645 - 20,230 2,711 - 6,071 (5,545) 152,291 (907,311) (296,090) (725,477) Other than the following, the directors are not aware of any significant events since the end of the reporting period. On 27 September 2018, the Company announced that it has executed mutual releases with its former Haitian partners which settles all the substantial claims, including potential contingent liabilities, that were made against each other following the Company’s termination of the original agreements. The execution of the releases is a step in the overall process of creating an investment framework that would allow the Company re-commence and re-structure activities in Haiti, subject to certain conditions which at the date of this report are being negotiated. Note 23 Related Party Transactions Related Parties (a) The Group's main related parties are as follows: i. Key Management Personnel: Any person(s) having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity are considered key management personnel. The aggregate compensation made to directors and other members of key management personnel of the Company and the Group is set out below: Short-term employee benefits Post-employment benefits Other long-term benefits Termination benefits Share-based payments v. Other Related Parties 2018 $ 418,989 - - - - 418,989 2017 $ 202,000 - - - - 202,000 Other related parties include entities controlled by the ultimate parent entity and entities over which key management personnel have joint control. (b) Transactions with related parties: Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated. 37 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 Note 23: Related Party Transactions (Cont'd) The following transactions occurred with related parties: i. Director related entities - - - - Consulting and Directors' fees paid to Tomik Nominees Pty Ltd, of which Mr Ian Hastings is a director and shareholder Directors' fees paid to China Connect, of which Mr Mitchell is a director and shareholder Consulting and Directors' fees paid to Ausnom Pty Ltd, of which Mr Chegwidden is a director and shareholder Accounting and Secretarial fees paid to DW Accounting & Advisory Pty Ltd, of which Mr Andrew Draffin is a director and shareholder. ii. Reimbursement Transactions with related parties: Reimbursement of business expenses incurred by the Company and initially settled by Mr Ian Hastings. All expenses were incurred on an arm's length basis. Reimbursement of business expenses incurred by the Company and initially settled by China Connect, of which Mr Peter Mitchell is a director and shareholder. All expenses were incurred on an arm's length basis. Reimbursement of business expenses incurred by the Company and initially settled by Ausnom Pty Ltd, of which Mr John Chegwidden is a director and shareholder. All expenses were incurred on an arm's length basis. Reimbursement of business expenses incurred by the Company and initially settled by DW Accounting & Advisory Pty Ltd, of which Mr Andrew Draffin is a director and shareholder. All expenses were incurred on an arm's length basis. iii. Amounts due to related parties Tomik Nominees Pty Ltd China Connect Ausnom Pty Ltd DW Accounting & Advisory Pty Ltd Note 24 Financial Risk Management Consolidated Group 2018 $ 2017 $ 143,163 72,000 181,326 72,000 34,500 18,000 60,000 40,000 Consolidated Group 2018 $ 2017 $ 104,777 34,777 117,471 18,034 - 5,811 6,937 12,938 Consolidated Group 2018 $ 2017 $ 54,342 14,122 9,900 18,160 96,524 6,000 6,000 - 10,000 22,000 The Group's financial instruments consist mainly of deposits with banks, receivables and trade and other payables. The totals for each category of financial instruments, measured in accordance with AASB 139: Financial Instruments: Recognition and Measurement as detailed in the accounting policies to these financial statements, are as follows: Financial Assets Cash and cash equivalents Loans and receivables Total Financial Assets Financial Liabilities Financial liabilities at amortised cost — Trade and other payables Total Financial Liabilities Note 10 11 Consolidated Group 2018 $ 2017 $ 382,947 527,351 31,038 33,749 413,985 561,100 16 221,507 221,507 69,216 69,216 38 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 Note 24: Financial Risk Management (Cont'd) Specific Financial Risk Exposures and Management The main risks the Group is exposed to through its financial instruments are credit risk, liquidity risk and market risk consisting of interest rate risk, foreign currency risk and other price risk (commodity and equity price risk). There have been no substantive changes in the types of risks the Group is exposed to, how these risks arise, or the Board’s objectives, policies and processes for managing or measuring the risks from the previous period. a. Credit risk Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract obligations that could lead to a financial loss to the Group. The Group does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The credit risk on liquid funds and derivative financial instruments is limited as the counterparties are banks with high credit ratings assigned by international credit rating agencies. The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represent the Group's maximum exposure to credit risk. b. Liquidity risk Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The Group manages this risk through the following mechanisms: • preparing forward-looking cash flow analyses in relation to its operating, investing and financing activities; • obtaining funding from a variety of sources; • maintaining a reputable credit profile; • managing credit risk related to financial assets; • only investing surplus cash with major financial institutions; and • comparing the maturity profile of financial liabilities with the realisation profile of financial assets Financial liability and financial asset maturity analysis Consolidated Group 2018 $ 2017 $ 2018 $ 2017 $ 2018 $ 2017 $ 2018 $ 2017 $ Within 1 Year 1 to 5 years Over 5 years Total Financial liabilities due for payment 221,507 Trade and other payables 69,216 Total expected outflows 221,507 69,216 - - Consolidated Group Within 1 Year 1 to 5 years 2018 $ 2017 $ 2018 $ 2017 $ Financial Assets - cash flows realisable Cash and cash equivalents 382,947 527,351 31,038 33,749 413,985 561,100 192,478 491,884 Trade, term and loans receivables Total anticipated inflows Net (outflow) / inflow on financial instruments c. Market Risk i. Interest rate risk - - - - - - - - - - - - Over 5 years 2018 $ 2017 $ - - - - - - - - - - 221,507 69,216 221,507 69,216 Total 2018 $ 2017 $ 382,947 527,351 31,038 33,749 413,985 561,100 192,478 491,884 The Group's exposure to market risk primarily consists of financial risks associated with changes in interest rates as detailed below. As the level of risk is low, the Group does not use any derivatives to hedge its exposure. The Group is exposed to interest rate risks as it holds funds at variable interest rates. The Group holds no borrowed funds. ii. Foreign currency risk Exposure to foreign currency risk may result in the fair value or future cash flows of a financial instrument fluctuating due to movement in foreign exchange rates of currencies in which the Group holds financial instruments which are other than the AUD functional currency of the Group. 39 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 Note 24: Financial Risk Management (Cont'd) Interest rate sensitivity analysis A sensitivity analysis has been determined based on the exposure to interest rates at reporting date with the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period. A 75 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents the management's assessment of the possible change in interest rate. These sensitivities assume that the movement in a particular variable is independent of other variables. Year ended 30 June 2018 +/- 0.75% in interest rates Year ended 30 June 2017 +/- 0.75% in interest rates Consolidated Group Profit $ 2,872 Equity $ 2,872 Consolidated Group Profit $ 3,955 Equity $ 3,955 There have been no changes in any of the methods or assumptions used to prepare the above sensitivity analysis from the prior year. Fair Values The Directors consider that the carrying amounts of financial assets and liabilities recorded at cost less any accumulated impairments in the financial statements approximates their fair values. The fair values of financial assets and financial liabilities are determined as follows: - Other financial assets and financial liabilities are determined in accordance with generally accepted pricing models. Fair value estimation The fair values of financial assets and financial liabilities are presented in the following table and can be compared to their carrying amounts as presented in the statement of financial position. Fair value is the amount at which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction. Fair values derived may be based on information that is estimated or subject to judgment, where changes in assumptions may have a material impact on the amounts estimated. Areas of judgement and the assumptions have been detailed below. Where possible, valuation information is used to calculate fair value is extracted from the market, with more realisable information available from markets that are actively traded. In this regard, fair values for listed securities are obtained from quoted market bid prices. Where securities are unlisted and no market quotes are available, fair value is obtained using discounted cash flow analysis and other valuation techniques commonly used by market participants. Differences between fair values and carrying amounts of financial instruments with fixed interest rates are due to the change in discount rate being applied in the market since their initial recognition by the Group. Group Financial assets Cash and cash equivalents Trade and other receivables Total financial assets Financial liabilities Trade and other payables Total financial liabilities 2018 2017 Carrying Amount $ Fair Value $ Carrying Amount $ Fair Value $ 382,947 31,038 413,985 382,947 31,038 413,985 527,351 48,694 576,045 1,293,245 1,293,245 221,507 221,507 221,507 221,507 69,216 69,216 512,230 512,230 The fair values disclosed in the above table have been determined based on the following methodologies: (i) Cash and cash equivalent, trade and other receivables and trade and other payables are short-term instruments in nature whose carrying amount is equivalent to fair value. Trade and other payables excludes amounts provided for annual leave, which is outside the scope of AASB 139. Financial Instruments Measured at Fair Value The financial instruments recognised at fair value in the statement of financial position have been analysed and classified using a fair value of hierarchy reflecting the significance of the inputs used in making the measurements. The fair value hierarchy consists of the following: - - - quote prices in active markets for identical assets or liabilities (Level 1) inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices ) (Level 2); and inputs for the asset or liability that are not based on observable market days (unobservable inputs) (Level 3). 40 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 Note 25 Reserves a. Option Reserve The option reserve records items recognised as expenses on valuation of employee share options. Balance at the beginning of the year Issue of options during the year Expiry of options during the year Balance at the end of the year Consolidated Group 2018 $ - 36,000 - 36,000 2017 $ - - - - The reserve arises on the grant of share options to third parties as equity based payments. b. Foreign Currency Translation Reserve The foreign currency translation reserve records exchange differences arising on translation of a foreign controlled subsidiary. Balance at beginning of the year Foreign currency movements during the year Balance at end of the year c. Total Reserves Option reserve Foreign currency translation reserve Note 26 Economic Dependency All subsidiaries and controlled entities are dependent on the Parent Company, 3D Resources Limited. Consolidated Group 2018 $ - 88 88 36,000 88 36,088 2017 $ (20,472) 20,472 - - - - Note 27 Company Details The registered office of the company is: 3D Resources Limited Level 4 91 William Street Melbourne Vic 3000 The principal places of business are: 3D Resources Limited Level 4 91 William Street Melbourne Vic 3000 41 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 DIRECTORS' DECLARATION In accordance with a resolution of the directors of 3D Resources Limited, the directors of the company declare that: 1. the financial statements and notes, as set out on pages 16 to 41, are in accordance with the Corporations Act 2001 and: (a) (b) comply with Australian Accounting Standards, which, as stated in accounting policy Note 1 to the financial statements, constitutes compliance with International Financial Reporting Standards; and give a true and fair view of the financial position as at 30 June 2018 and of the performance for the year ended on that date of the consolidated group; 2. 3. 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; and the directors have been given the declarations required by section 295A of the Corporations Act 2001 from the Chief Executive Officer and Chief Financial Officer. Director Dated this Mr Peter Mitchell 27 September 2018 42 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF 3D RESOURCES LIMITED Report on the Financial Report Opinion We have audited the financial report of 3D Resources Limited, (the Company and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2018, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors’ declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Group’s financial position as at 30 June 2018 and of its financial performance for the year ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material Uncertainty Related to Going Concern We draw attention to Note 1(p) in the financial report which indicates that the ability of the Company to continue as a going concern is dependent upon the ability of the Company to secure funds by raising capital from equity markets and managing cashflow in line with available funds. The events and conditions, including the loss for the period, indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern and therefore the Company may be unable to realise its assets and discharge its liabilities in the normal course of business at amounts stated in the financial report. Our opinion is not modified in respect of this matter. INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF 3D RESOURCES LIMITED Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matter How our audit addressed the key audit matter 1) Carrying value of Capitalised Exploration Expenditure Refer to Note 14 ($736,091) Capitalised Exploration Expenditure of $736,091 relate to costs incurred in relation to the various tenements. For the financial year ended 30 June 2018, the Directors have assessed and determined that no impairment is required. The auditor’s procedures included: • • obtaining a copy of the Directors’ assessment of the carrying value of capitalised Exploration Expenditure and reviewing and challenging assertions made by the Directors. discussing with Directors the existence of any potential impairment indicators, including if: i. ii. iii. iv. v. vi. vii. the period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed; substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned; exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale; significant changes with an adverse effect on the entity have taken place during the period, or will take place in the near future, in the technological, market, economic or legal environment in which the entity operates or in the market to which an asset is dedicated; the carrying amount of the net assets of the entity is more than its market capitalisation; and evidence is available of obsolescence or physical damage of an asset. INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF 3D RESOURCES LIMITED Other Information The directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2018, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Other Matter The financial report of the Group for the year ended 30 June 2017 was audited by another auditor who expressed an unmodified opinion on that financial report on 28 September 2017. Responsibilities of the Directors for the Financial Report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so. The Directors are responsible for overseeing the Company’s financial reporting process. INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF 3D RESOURCES LIMITED Auditor’s Responsibility for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/auditors_responsibilities/ar1.pdf. This description forms part of our auditor’s report. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in included in the directors’ report for the year ended 30 June 2018. In our opinion, the Remuneration Report of 3D Resources Limited, for the year ended 30 June 2018, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. MORROWS AUDIT PTY LTD L.S. WONG Director Melbourne: 27 September 2018 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES The following information is current as at 26 September 2018: 1. a. Shareholding Distribution of Shareholders Category (size of holding) 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 – and over No. of Holders No. of Ordinary Shares 22 15 80 276 486 879 5,185 50,465 774,806 15,366,425 869,747,048 885,943,929 b. The number of shareholdings held in less than marketable parcels is 411 (2017: 269) wil a combined total of 18,227,899 securities (2017: 5,347,476) c. The names of the substantial shareholders listed in the holding company’s register are: Shareholder Number No. of Fully Paid Ordinary Shares % Held of Issued Ordinary Capital Mr Peter Robert Mitchell & Mrs Robin Mary Mitchell

Tomik Nominees Pty Ltd 57,484,012 56,806,440 6.49% 6.41% d. The names of the substantial option holders listed in the holding company’s register are: Shareholder Ms Chunyan Niu Mr Peter Andrew Proksa Mr Peter Robert Mitchell Tomik Nominees Pty Ltd Number No. of Listed Options % Held of Listed Options 41,000,000 30,000,000 21,750,000 16,500,000 16.16% 11.83% 8.57% 6.50% e. Voting Rights The voting rights attached to each class of equity security are as follows: Ordinary shares – Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a meeting or by proxy has one vote on a show of hands. Listed options – These options have no voting rights 47 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES f. 20 Largest Shareholders — Ordinary Shares Name 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. Mr Peter Robert Mitchell & Mrs Robin Mary Mitchell

Tomik Nominees Pty Ltd Ms Chunyan Niu Mr Bruce Lawrence Hodges & Mrs Elizabeth Hodges Scintilla Strategic Investments Limited Futurity Private Pty Ltd Hustler Investments Pty Ltd Global Financial Services Australia Pty Ltd Ausnom Pty Ltd Mr Sufian Ahmad Giojaz Management Pty Ltd Global Financial Services Australia Pty Ltd 23 Broadway Pty Ltd Mr Michael Zollo Ms Sihol Marito Gultom Jastal Family Investments Pty Ltd Kenny Investments Pty Ltd Mr Stephen Smith Bull Equities Pty Ltd Ms Katherine Ballenger & Dr Alan Davey & Mr Jodi Tabalotny g. 20 Largest Option Holders - Listed Options Name 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. Ms Chunyan Niu Mr Peter Andrw Proksa Mr Peter Robert Mitchell Tomik Nominees Pty Ltd Ms Sihol Marito Gultom Hustler Investments Pty Ltd Mr Qi Yu Yeoh Super Pty Ltd Mr Michael Zollo Ausnom Pty Ltd Mr Sufian Ahmad Ms Chunyan Niu & Ms Ran Li Giojaz Management Pty Ltd Hustler Investments Pty Ltd Scintilla Strategic Investments Limited Mr Matthew Dean Quinn MAPD Nominees Pty Ltd Giojaz Management Pty Ltd Mr Craig Graeme Chapman Asenna Wealth Solutions Pty Ltd 48 Number of Ordinary Fully Paid Shares Held 57,484,012 56,806,440 44,078,108 24,200,000 15,252,147 15,113,516 15,000,000 13,333,335 12,875,000 12,500,000 11,500,000 11,250,000 10,853,474 10,100,000 10,000,000 10,000,000 10,000,000 9,734,905 9,500,000 9,000,000 % Held of Issued Ordinary Capital 6.49% 6.41% 4.98% 2.73% 1.72% 1.71% 1.69% 1.50% 1.45% 1.41% 1.30% 1.27% 1.23% 1.14% 1.13% 1.13% 1.13% 1.10% 1.07% 1.02% 368,580,937 41.61% No. of Listed Options % Held of Listed Options 41,000,000 30,000,000 21,750,000 16,500,000 11,000,000 10,000,000 10,000,000 9,637,994 7,442,500 6,437,500 6,250,000 6,000,000 4,933,333 4,690,000 3,894,230 3,185,511 3,000,000 2,733,333 2,211,539 2,122,222 202,788,162 16.16% 11.83% 8.57% 6.50% 4.34% 3.94% 3.94% 3.80% 2.93% 2.54% 2.46% 2.37% 1.94% 1.85% 1.54% 1.26% 1.18% 1.08% 0.87% 0.84% 79.94% 3D RESOURCES LIMITED AND CONTROLLED ENTITIES ABN: 15 120 973 775 ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES 2. 3. 4. 5. The name of the company secretary is Andrew John Draffin. The address of the principal registered office in Australia is Level 4, 91 William Street, Melbourne Vic 3000. Telephone is (03) 8611 5320 Registers of securities are held at the following addresses Computershare Limited Level 2 45 St George Terrace Perth WA 6000 Stock Exchange Listing Quotation has been granted for all the ordinary shares of the company on all Member Exchanges of the Australian Securities Exchange Limited. 6. Other Disclosures 49