AMN Healthcare Services
Annual Report 2019

Plain-text annual report

I I I A G R M N L I M T E D A N N U A L R E P O R T 2 0 1 9 agrimin ANNUAL REPORT 2019 Agrimin Limited www.agrimin.com.au CORPORATE DIRECTORY DIRECTORS Richard Seville Non-Executive Chairperson Mark Savich Chief Executive Officer (CEO) and Executive Director Brad Sampson Non-Executive Director Alec Pismiris Non-Executive Director and Company Secretary REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS 2C Loch Street Nedlands, Western Australia, 6009 Telephone: +61 8 9389 5363 AUDITORS Ernst & Young 11 Mounts Bay Road Perth, Western Australia, 6000 Telephone: +61 8 9249 2222 SHARE REGISTER Automic Registry Services Level 2, 267 St Georges Terrace Perth, Western Australia, 6000 Investor enquiries: 1300 288 664 WEBSITE www.agrimin.com.au STOCK EXCHANGE LISTING Agrimin Limited shares are listed on the Australian Securities Exchange (ASX: AMN) CONTENTS Review of operations Directors’ report Remuneration report Auditor’s independence declaration Corporate governance statement Financial report Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Directors’ declaration Independent auditor’s report Shareholder information 3 9 14 21 22 31 32 33 34 35 36 61 62 67 REVIEW OF OPERATIONS REVIEW OF OPERATIONS MACKAY POTASH PROJECT (100% INTEREST) The Mackay Potash Project is situated in Western Australia, approximately 785 kilometres south of the Wyndham Port. The Project comprises twelve Exploration Licences covering a total area of 4,335 square kilometres spanning Lake Mackay, which is the world’s largest undeveloped Sulphate of Potash (SOP) bearing salt lake. Figure 1: Map of Mackay SOP Project The closest community is Kiwirrkurra which is located approximately 60 kilometres southwest of the Project. The Company has executed a Native Title Agreement with Tjamu Tjamu (Aboriginal Corporation) RNTBC, the native title registered body corporate for the Kiwirrkurra people. The agreement provides the necessary consents for the Project’s development and operations within the Kiwirrkurra determination area. The Company completed a Pre-Feasibility Study for the Project in 2018. This study was designed for a production rate of 426,000 tonnes per annum of SOP with an assumed a product mix of 50% granular and 50% standard product with all production being shipped through Wyndham Port in Western Australia. 4 Agrimin Limited Annual Report 2019 REVIEW OF OPERATIONS DEFINITIVE FEASIBILITY STUDY During the financial year, the Company commenced a Definitive Feasibility Study (DFS) for the Project which is being designed for the production of a range of low-chloride potash fertiliser products. The majority of the DFS fieldwork programs are complete. During the past year, this has included ongoing trench pump testing, targeted hydrogeological investigations, gravity and passive seismic surveys, deep diamond drilling, LiDAR topography surveys, geotechnical test pitting, cone penetration testing and pilot evaporation trials. The Company has received strong interest from fertiliser customers who would benefit from a completely water-soluble potassium fertiliser that contains magnesium and sulphur. Accordingly, over the past year the Company has completed extensive processing studies and has successfully developed a process to produce a high-quality Sulphate of Potash Magnesia (SOPM) product. Agrimin’s SOPM product is a low-chloride potash fertiliser with a high content of potassium, sulphur and magnesium. SOPM has a low salt index and is essentially chloride-free. It is fully soluble and pH neutral and is therefore highly suitable for soil application. The DFS product mix of SOP and SOPM will be based on projected customer demand and this will determine the Project’s overall production tonnages. Significant progress has been achieved towards the establishment of a new transport corridor between the Mackay Potash Project and Wyndham Port. The Company has completed a range of technical, heritage and environmental activities in relation to the development of its planned road and port infrastructure to support the Project. The DFS development plan will locate the back-end of the Project’s process plant at Wyndham Port. The Company continues to engage with several potential fertiliser customers to ensure the Project will incorporate the most cost-effective port and shiploading operations based on the variety of cargo types and sizes that have been requested. FUNDING Agrimin continues to liaise with a number of potential strategic partners and traditional financiers. The Company also continues to assess a number of options in relation to off-take agreements for its SOP and SOPM product range. During the year, the Federal Government announced an allocation of $75 million in the Federal Budget to the Western Australian section of the Alice Springs to Halls Creek Corridor (Tanami Road). This funding is anticipated to occur under the Australian Government’s Roads of Strategic initiative. In addition, the Western Australian Government announced an allocation of $43 million to the Tanami Road in the State Budget. Importance (ROSI) The Company has received an expression of interest by Northern Australia Infrastructure Facility (NAIF) to investigate potential NAIF support for the Project with particular reference to Agrimin’s proposed infrastructure. NAIF is a corporate Commonwealth entity that can provide long- term concessional loans to encourage and complement investment in infrastructure that benefits northern Australia. This is separate to any funding provided under the Federal and State Budgets. REVIEW OF OPERATIONS ENVIRONMENT Agrimin is committed to minimising the impact of its activities on the environment. Since exploration activities commenced at the Project in 2015, no reportable environmental incident has occurred and it is the Company’s focus to maintain this performance as the Project advances. The Company has completed baseline environmental surveys in order to obtain data across the Project area and immediate surroundings. Several environmental studies will be required to support the environmental impact assessment and to facilitate the approvals process. During the year, the Company referred the Project to the Environmental Protection Authority (EPA) for assessment under Section 38 of the Environmental Protection Act 1986 (WA). The EPA determined the level of assessment to be a Public Environmental Review. Concurrently, the Company referred the Project to the Commonwealth Department of the Environment and Energy (DoEE) for assessment under the Environment Protection and Biodiversity Conservation Act 1999. The DoEE has determined the Project is a controlled action and will be assessed by accredited assessment under the Environmental Protection Act 1986 (WA). COMMUNITY is located within The Project title determination area. The Company values its relationship with the Kiwirrkurra people and is committed to maintaining an enduring partnership to ensure the Project can bring many benefits to the local community. the Kiwirrkurra native The Company’s consultations with local members of the Kiwirrkurra community indicate strong support for a potash operation at the Project and there is a high degree of interest in the range of opportunities the operation would create. The Project has the potential to be one of the largest employers in the area and to provide substantial long-term benefits. During the year, the Company also progressed native title consultations with respect to obtaining land access agreements for a proposed haul road corridor which passes through three native title determination areas, including Tjamu Tjamu (Aboriginal Corporation) RNTBC, Parna Ngururrpa (Aboriginal Corporation) RNTBC and Tjurabalan Native Title Land Aboriginal Corporation RNTBC. SAFETY The Company is firmly committed to ensuring all work activities are carried out safely with all practical measures taken to remove risks to the health, safety and welfare of workers, contractors, authorised visitors and anyone else who may be affected by the Company’s activities. Although the Company has increased activities at the Project over the last year, it is pleased to report that no serious injuries have been reported. This safety performance, along with a strong safety culture, bodes well as the Company continues to increase its activity levels. PERCIVAL POTASH PROJECT (100% INTEREST) The Percival Potash Project is situated in Western Australia, approximately 450 kilometres south-east of Broome. During the year, the Company announced it had lodged five Exploration Licence applications covering an area of 2,792 square kilometres over an extensive 450-kilometre-long lake system. The applications cover areas across both Percival Lakes and Lake Auld where reconnaissance potash exploration activity has historically occurred. Historic sampling of brine within the Percival the highest known potash grade sampled from an Australian salt lake.The Company has commenced native title consultations with a view to having the Exploration Lakes application area has returned Licences granted. MACKAY METALS PROJECT (100% INTEREST) CORPORATE REVIEW OF OPERATIONS The Mackay Metals Project is situated in Western Australia, approximately 785 kilometres south of the Wyndham Port. It comprises four Exploration Licences, of which two have been granted. During the year, the Company signed Mineral Exploration and Land Access Deed of Agreements in relation to its granted tenements with Tjamu Tjamu (Aboriginal Corporation) RNTBC and with the Parna Ngururrpa (Aboriginal Corporation) RNTBC. The Company has been systematically reviewing and consolidating a significant amount of data and information in relation to previous exploration on and around its tenements. The West Arunta Orogen has long been recognised as a prospective area for gold and base metals mineralisation and shares many similarities with known Iron Oxide Copper-Gold (IOCG) provinces such as the Cloncurry and Olympic Dam districts. BHP Billiton and Western Mining Corporation established a presence in the area in the late 1990’s to explore for IOCG deposits, however prohibitive land access prevented these companies conducting meaningful exploration. Since 2005, several exploration companies have attempted to explore the region for IOCG and other deposit types, but a combination of access and logistical issues have previously proven difficult to overcome. The Company successfully completed a capital raising of $10,000,000 (before costs) via a placement to institutional and sophisticated investors in July 2018. The placement was conducted at an issue price of $0.80 per share, resulting in the issue of 12,500,000 ordinary shares. On 25 September 2018, the Company issued 1,000,000 ordinary shares to Tjamu Tjamu (Aboriginal Corporation) RNTBC, the native title registered body corporate for the Kiwirrkurra people, pursuant to the terms of the Native Title Agreement signed by the parties on 8 November 2017. These shares are subject to a voluntary escrow period expiring on 29 June 2021. On 18 December 2018, the Company announced that it agreed to the future issue of 1,000,000 ordinary shares to Potash Global Limited for services related to the facilitation of Exploration Licence applications covering areas across Percival Lakes and Lake Auld within Western Australia. The shares will be issued upon the earlier of the granting of the applications or 12 December 2019. The applications were still outstanding at 30 June 2019. On February 2019 the Company received a government grant of $2,008,829 (2018: $707,182) in the form of a refundable research and development offset for the financial year ended 30 June 2018. There were no unfulfilled conditions attached to the grant. On 26 June 2019, the Company announced the appointment of Mr Richard Seville to the Board of Directors as Non-Executive Chairperson effective 5 August 2019, replacing Mr Brad Sampson who continues to serve on the Board as a Non-Executive Director. DIRECTORS’ REPORT DIRECTORS’ REPORT DIRECTORS’ REPORT Your Directors are pleased to provide their report on Agrimin Limited (ASX: AMN) (Agrimin or the Company) together with the consolidated financial statements for the Company and its controlled entities (Group) for the year ended 30 June 2019. DIRECTORS’ AND COMPANY SECRETARY The names and details of the Company’s directors and company secretary in office during the financial year and until the date of this report are as follows. Directors and company secretary were in office for the entire period unless otherwise stated. NAMES, QUALIFICATIONS, EXPERIENCE AND SPECIAL RESPONSIBILITIES Richard Seville Non-Executive Chairperson, appointed 5 August 2019. BSc (Hons) Mining Geology, MEngSc Rock Engineering, MAusIMM, ARSM. Mr Seville has over 35 years’ experience in the resources sector including positions as Managing Director, Operations Director, Non-Executive Director and Chairperson. Mr Seville recently retired from his position as Chief Executive Officer and Managing Director of Orocobre Limited (ASX: ORE), a lithium and boron chemicals producer with operations in Argentina. He led Orocobre Limited for 12 years where he took the flagship Olaroz brine project through exploration, feasibility, financing with project debt and partnering with Toyota Tsusho Corporation and into production. Mr Seville holds a BSc in Mining Geology from Imperial College, London and a Masters in Engineering Science from James Cook University. Mr Seville’s other current directorships include Orocobre Limited and Advantage Lithium Corp. Mark Savich CEO and Executive Director, appointed 1 December 2012 and Chief Executive Officer from 1 March 2015. BComm, CFA, GradDipMinExplGeoSc,GAICD. Mr Savich is a Chartered Financial Analyst with over 15 years’ experience dealing with technical and corporate aspects of resource companies, from early stage exploration through to production. He is skilled in project identification, technical and economic evaluation and corporate development. Mr Savich holds a Bachelor of Commerce from the University of Western Australia, a Graduate Diploma in Mineral Exploration Geoscience for WA School of Mines, is a Chartered Financial Analyst and a graduate member of the Australian Institute of Company Directors. Brad Sampson Non-Executive Director, appointed 22 April 2016 (formerly Non-Executive Chairperson until 5 August 2019). B.E. (Hons) Mining, MBA, AMP, GAICD, MAusIMM. Mr Sampson is an internationally experienced business leader, director and mining professional with 30 years’ resources industry experience. In addition to significant project development and operating experience, he is an experienced director with listed and non-listed company and joint venture governance experience across multiple international jurisdictions. Mr Sampson currently serves as Chief Executive Officer and Director of Kore Potash Plc. He has been the Managing Director of Discovery Metals Ltd and held senior management roles in resources and engineering companies including Newcrest Mining, Gold Fields Ltd, and Thiess. His experience covers the entire cycle of exploration, development, operations and closure, and includes equity and debt funding of resources projects, government relations and product marketing. Mr Sampson was formerly a director of Tiger Resources Limited. 10 Agrimin Limited Annual Report 2019 Page | 10 DIRECTORS’ REPORT DIRECTORS’ REPORT DIRECTORS’ REPORT Your Directors are pleased to provide their report on Agrimin Limited (ASX: AMN) (Agrimin or the Company) together with Alec Pismiris the consolidated financial statements for the Company and its controlled entities (Group) for the year ended 30 June 2019. DIRECTORS’ AND COMPANY SECRETARY The names and details of the Company’s directors and company secretary in office during the financial year and until the date of this report are as follows. Directors and company secretary were in office for the entire period unless otherwise NAMES, QUALIFICATIONS, EXPERIENCE AND SPECIAL RESPONSIBILITIES Non-Executive Chairperson, appointed 5 August 2019. BSc (Hons) Mining Geology, MEngSc Rock Engineering, MAusIMM, ARSM. Mr Seville has over 35 years’ experience in the resources sector including positions as Managing Director, Operations Director, Non-Executive Director and Chairperson. Mr Seville recently retired from his position as Chief Executive Officer and Managing Director of Orocobre Limited (ASX: ORE), a lithium and boron chemicals producer with operations in Argentina. He led Orocobre Limited for 12 years where he took the flagship Olaroz brine project through exploration, feasibility, financing with project debt and partnering with Toyota Tsusho Corporation and into production. Mr Seville holds a BSc in Mining Geology from Imperial College, London and a Masters in Engineering Science from James Cook University. Mr Seville’s other current directorships include Orocobre Limited and Advantage Lithium Corp. CEO and Executive Director, appointed 1 December 2012 and Chief Executive Officer from 1 March 2015. BComm, CFA, GradDipMinExplGeoSc,GAICD. Mr Savich is a Chartered Financial Analyst with over 15 years’ experience dealing with technical and corporate aspects of resource companies, from early stage exploration through to production. He is skilled in project identification, technical and economic evaluation and corporate development. Mr Savich holds a Bachelor of Commerce from the University of Western Australia, a Graduate Diploma in Mineral Exploration Geoscience for WA School of Mines, is a Chartered Financial Analyst and a graduate member of the Australian Institute of Company Directors. stated. Richard Seville Mark Savich Brad Sampson Non-Executive Director, appointed 22 April 2016 (formerly Non-Executive Chairperson until 5 August 2019). B.E. (Hons) Mining, MBA, AMP, GAICD, MAusIMM. Mr Sampson is an internationally experienced business leader, director and mining professional with 30 years’ resources industry experience. In addition to significant project development and operating experience, he is an experienced director with listed and non-listed company and joint venture governance experience across multiple international jurisdictions. Mr Sampson currently serves as Chief Executive Officer and Director of Kore Potash Plc. He has been the Managing Director of Discovery Metals Ltd and held senior management roles in resources and engineering companies including Newcrest Mining, Gold Fields Ltd, and Thiess. His experience covers the entire cycle of exploration, development, operations and closure, and includes equity and debt funding of resources projects, government relations and product marketing. Mr Sampson was formerly a director of Tiger Resources Limited. Non-Executive Director and Company Secretary, appointed 3 October 2013. BComm, MAICD, FGIA FCIS. Mr Pismiris has over 30 years’ experience in the securities, finance and mining industries and currently is a director of several ASX listed companies. He is currently engaged as Interim President and Chief Executive Officer of Pacton Gold Inc listed on the TSX Venture Exchange. Since 1990, Mr Pismiris has served as a director and company secretary for various ASX listed companies as well as a number of unlisted public and private companies. Mr Pismiris completed a Bachelor of Commerce degree at the University of Western Australia, is a member of the Australian Institute of Company Directors and a fellow of The Governance Institute of Australia. Mr Pismiris has participated numerous times in the processes by which boards have assessed the acquisition and financing of a diverse range of assets and has participated in and become familiar with the range of evaluation criteria used and the due diligence processes commonly adopted in the commercial assessment of corporate opportunities. Mr Pismiris’ other current directorships include Frontier Resources Limited, HotCopper Holdings Limited, Pacton Gold Inc., Pelican Resources Limited and Victory Mines Limited. Mr Pismiris was formerly a director of Aguia Resources Limited and Impression Healthcare Limited. INTERESTS IN THE SHARES AND OPTIONS OF THE COMPANY AND RELATED BODIES CORPORATE As at the date of this report the relevant interests of each Director in the shares and options of the Group are: Director R Seville M Savich B Sampson A Pismiris Ordinary - 9,800,000 1,600,000 4,210,000 Options - - - - Performance Rights - 4,000,000 500,000 500,000 DIRECTORS’ MEETINGS An audit committee was originally established in July 2007. However, due to the current composition of the Board of Directors and scale of activities of the Company, this committee was not utilised during the year ended 30 June 2019. All matters that would normally have been reviewed by this committee were reviewed by the full Board of Directors. The number of directors’ meetings and number of meetings attended by each of the directors of the Company during the financial year were: Director M Savich B Sampson A Pismiris PRINCIPAL ACTIVITIES Held 6 6 6 Board Meetings Attended 6 6 6 The principal activity of the Group during the year was advancing the Mackay Potash Project in Western Australia. There was no significant change in the nature of the Group’s activities during the financial year ended 30 June 2019. REVIEW OF OPERATIONS AND RESULTS Details of the operations of Group are set out in the Review of Operations on page 3. The Group incurred an after-tax operating loss of $1,794,598 (2018: $1,192,684). Page | 10 Page | 11 Agrimin Limited Annual Report 2019 11 DIRECTORS’ REPORT DIRECTORS’ REPORT DIVIDENDS No dividends have been paid or recommended for the current year (2018: None). EVENTS SUBSEQUENT TO REPORTING DATE The Company successfully completed a capital raising of $8,250,000 (before costs) via a placement to institutional and sophisticated investors in September 2019. The placement included 15,000,000 ordinary shares to be issued at a price of $0.55 per share. On 20 September 2019, the Company issued 14,710,000 of these ordinary shares. The remainder of 290,000 ordinary shares are to be issued to two directors subject to shareholder approval to be sought at the Company’s Annual General Meeting. LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS Likely developments in the operations of the Group are set out in the Review of Operations on page 3. IDEMNIFICATION OF AUDITORS To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young Australia, as part of the terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified amount). No payment has been made to indemnify Ernst & Young during or since the financial year. INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS INDEMNIFICATION DIRECTORS’ REPORT NON-AUDIT SERVICES - - duties: and rewards. The Board has considered the non-audit services provided during the financial year by the auditor and is satisfied that the provision of those non-audit services is compatible with, and did not compromise, the auditor’s independence requirements of the Corporations Act 2001. The non-audit services were reviewed by the Board to ensure: they do not impact the integrity and objectivity of the auditor; and they do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Group, acting as an advocate for the Group or jointly sharing risks During the period, Ernst & Young the Company’s auditors performed the following services in addition to their statutory 2019 $ Preparation of Research and Development (R&D) Tax Services for the year ended 30 10,000 June 2019 During the period, Ernst & Young had also assisted with the preparation of the Income Tax Return and Research and Development Tax Services for the year ended 30 June 2018. The Company paid $50,000 for the service provided. The Company has agreed to indemnify the directors of the Company against all liabilities to another person (other than the Company or a related body corporate) that may arise from their position as directors of the Company, except where the liability arises out of conduct involving a lack of good faith. The agreement stipulates that the Company will meet the full amount of any such liabilities, including costs and expenses. CORPORATE GOVERNANCE The Company’s corporate governance statement can be found on page 22. AUDITOR’S INDEPENDENCE DECLARATION INSURANCE PREMIUMS A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out The Company has arranged directors and officers’ liability insurance, for past, present or future directors, secretaries and executive officers. The insurance cover relates to: - - costs and expenses incurred by the relevant officers in defending proceedings, whether civil or criminal and whatever their outcome; and other liabilities that may arise from their position, with the exception of conduct involving a wilful breach of duty or improper use of information or position to gain a personal advantage. The Group’s paid a premium of $24,000 (2018: $13,000) for directors and officer’s insurance. ENVIRONMENTAL REGULATION The Group is subject to environmental regulation in respect to its exploration activities and aims to ensure that the highest standard of environmental care is achieved, and it complies with all relevant environmental legislation. There have been no material breaches during the period covered by this report. on page 21. 12 Agrimin Limited Annual Report 2019 Page | 12 Page | 13 DIRECTORS’ REPORT DIVIDENDS No dividends have been paid or recommended for the current year (2018: None). EVENTS SUBSEQUENT TO REPORTING DATE The Company successfully completed a capital raising of $8,250,000 (before costs) via a placement to institutional and sophisticated investors in September 2019. The placement included 15,000,000 ordinary shares to be issued at a price of $0.55 per share. On 20 September 2019, the Company issued 14,710,000 of these ordinary shares. The remainder of 290,000 ordinary shares are to be issued to two directors subject to shareholder approval to be sought at the Company’s Annual General Meeting. LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS Likely developments in the operations of the Group are set out in the Review of Operations on page 3. IDEMNIFICATION OF AUDITORS To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young Australia, as part of the terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified amount). No payment has been made to indemnify Ernst & Young during or since the financial year. INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS INDEMNIFICATION DIRECTORS’ REPORT NON-AUDIT SERVICES DIRECTORS’ REPORT The Board has considered the non-audit services provided during the financial year by the auditor and is satisfied that the provision of those non-audit services is compatible with, and did not compromise, the auditor’s independence requirements of the Corporations Act 2001. The non-audit services were reviewed by the Board to ensure: - - they do not impact the integrity and objectivity of the auditor; and they do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Group, acting as an advocate for the Group or jointly sharing risks and rewards. During the period, Ernst & Young the Company’s auditors performed the following services in addition to their statutory duties: Preparation of Research and Development (R&D) Tax Services for the year ended 30 June 2019 2019 $ 10,000 During the period, Ernst & Young had also assisted with the preparation of the Income Tax Return and Research and Development Tax Services for the year ended 30 June 2018. The Company paid $50,000 for the service provided. The Company has agreed to indemnify the directors of the Company against all liabilities to another person (other than the Company or a related body corporate) that may arise from their position as directors of the Company, except where the liability arises out of conduct involving a lack of good faith. The agreement stipulates that the Company will meet the full amount of any such liabilities, including costs and expenses. CORPORATE GOVERNANCE The Company’s corporate governance statement can be found on page 22. AUDITOR’S INDEPENDENCE DECLARATION A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 21. INSURANCE PREMIUMS - - their outcome; and The Company has arranged directors and officers’ liability insurance, for past, present or future directors, secretaries and executive officers. The insurance cover relates to: costs and expenses incurred by the relevant officers in defending proceedings, whether civil or criminal and whatever other liabilities that may arise from their position, with the exception of conduct involving a wilful breach of duty or improper use of information or position to gain a personal advantage. The Group’s paid a premium of $24,000 (2018: $13,000) for directors and officer’s insurance. ENVIRONMENTAL REGULATION The Group is subject to environmental regulation in respect to its exploration activities and aims to ensure that the highest standard of environmental care is achieved, and it complies with all relevant environmental legislation. There have been no material breaches during the period covered by this report. Page | 12 Page | 13 Agrimin Limited Annual Report 2019 13 DIRECTORS’ REPORT DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) 1.0 PRINCIPLES OF REMUNERATION Key management personnel have the authority and responsibility for planning, directing and controlling the activities of the Group. The Key Management Personnel of Agrimin Limited and the Group are: Directors R Seville M Savich Non-Executive Chairperson (appointed 5 August 2019) Chief Executive Officer (CEO) and Executive Director B Sampson Non-Executive Director (formerly Non-Executive Chairperson until 5 August 2019) A Pismiris Non-Executive Director and Company Secretary Named Key Management Personnel T Lyons General Manager All the above persons were key management personnel during the financial year to 30 June 2019 unless otherwise stated. The information provided in this remuneration report has been audited as required by section 308 (3C) of the Corporations Act 2001. Key elements of Key Management Personnel remuneration strategy The following principles of remuneration have been agreed by the Board and formed the basis of the principles of remuneration during the relevant periods of employment and will remain relevant to future employment arrangements. Remuneration levels for key management personnel of the Group are competitively set to attract and retain appropriately qualified and experienced directors and executives and as relevant to the circumstances of the Company from time to time. The remuneration structures explained below are designed to attract suitably qualified candidates, reward the achievement of strategic objectives, and achieve the broader outcome of creation of value for shareholders. The remuneration structures consider the capability and experience of the key management personnel and the Group’s performance including: - - - - - the successful implementation of exploration programs designed to confirm and establish resources for development into operations; the Group’s earnings, when and if appropriate; the growth in share price and delivering enhancement of shareholder value; the relevant prevailing employment market conditions; and the amount of incentives within each key management person's remuneration. Remuneration packages include a mix of fixed and variable remuneration and short and long-term performance-based incentives. 14 Agrimin Limited Annual Report 2019 Page | 14 DIRECTORS’ REPORT DIRECTORS’ REPORT 1.1 FIXED REMUNERATION Fixed remuneration consists of base remuneration (which is calculated on a total cost basis and includes any fringe benefits tax charges related to employee benefits) as well as employer contributions to superannuation funds, as required by law. Remuneration levels are reviewed annually by the Chief Executive Officer and the Board through a process that considers individual performance, employment market conditions and overall performance of the Group. 1.2 PERFORMANCE LINKED REMUNERATION Performance linked remuneration includes short-term and long-term incentives and is designed both to reward key management personnel for meeting or exceeding their financial and personal objectives and to keep the Group competitive in the marketplace. The Short-term Incentives (STI) is an at-risk bonus provided in the form of cash and based on agreed key performance indicators (KPIs) for each position. A Long-term Incentive (LTI) has been provided as performance rights to ordinary shares of the Company under the rules of the Agrimin Limited Performance Rights Plan 2017 (PRP). The PRP provides for the issuance of performance rights which, upon determination by the Board that the performance conditions attached to the performance rights have been met, will result in the issue of one ordinary share in the Company for each performance right. If a performance condition of a performance right is not achieved by the milestone date then the performance right will lapse. A performance right will also lapse if the Board determines the participant ceases to be an eligible employee for the purposes of the PRP for any reason (other than as a result of retirement, disability, bona fide redundancy or death). 1.3 SHORT-TERM INCENTIVE BONUS Each year the Board of Directors sets the KPIs for the Chief Executive Officer, other key management personnel and senior management. The KPIs will generally include measures relating to the Group, and to the individual, and include financial, people, strategy, and risk measures. The measures are chosen as they directly align the individual’s reward to the KPIs of the Group and to its strategy and performance. The full Board reviews and confirms the cash incentive to be paid to each individual. This method of assessment was chosen as it provides the Board with an objective assessment of the individual’s performance. 1.4 LONG-TERM INCENTIVE Performance rights are issued under the PRP (made in accordance with thresholds set in plans that have been initially approved by the Board) and it provides for key management personnel to receive varying numbers of performance rights for no consideration. The actual number of performance rights issued depends on the seniority and responsibility of the executive concerned. The performance conditions and vesting periods of the performance rights are set so as to provide a realistic incentive to each executive and to reflect the executive’s contribution to the Group and enhancement of value for all shareholders. At a general meeting of shareholders held on 15 September 2017, the Company obtained approval for (i) the renewal of the Agrimin Limited Performance Rights Plan in accordance with the requirements of ASX Listing Rule 7.2, Exception 9; and (ii) the issue of 7,000,000 performance rights to the following directors and other key management personnel: Director M Savich B Sampson A Pismiris Other key management personnel T Lyons Number issued 4,000,000 500,000 500,000 2,000,000 The current performance condition and expiry date of the performance rights issued are as follows: Performance condition An ASX announcement by the Company of the production of its first Sulphate of Potash (SOP) from the Mackay SOP Project as per the final feasibility study. The performance rights are subject to a milestone date being five years from the date of grant. Expiry date Six months from the date of satisfaction of the Vesting Condition. Page | 15 Agrimin Limited Annual Report 2019 15 DIRECTORS’ REPORT DIRECTORS’ REPORT At Balance Date the Company had 7,000,000 performance rights outstanding (2018: 7,000,000) relating to key management personnel. The grant date fair value of the performance rights ranges between $0.51 to $0.84 per right. Due to the effect of the above non-market performance condition, no share-based payment expense has been recognised at 30 June 2019 (2018: Nil). The Board considers that the incentive to the directors and other key management personnel represented by the grant of these performance rights, are a cost effective and efficient reward for the Company to make to appropriately incentivise the continued performance of the directors and are consistent with the strategic goals and targets of the Company. 1.5 CONSEQUENCES OF PERFORMANCE ON SHAREHOLDER WEALTH The Board considers that the most effective way to increase shareholder wealth is through the successful exploration and development of the Group’s exploration tenements. The Board considers that the Group’s LTI schemes incentivise key management personnel to successfully explore the Group’s tenements by providing rewards that are directly correlated to delivering value to shareholders through share price appreciation. The factors that are considered relevant to affect total shareholder returns as required to be disclosed by the Corporations Act 2001 are summarised in the following table. The table excludes return on capital employed as a relevant measure given the exploration basis of activity and operations of the Company. Net loss after tax ($000's) 2019 (1,795) 2018 (1,193) 2017 (903) 2016 (967) 2015 (505) 2014 (369) Dividends paid Nil Nil Nil Nil Nil Nil Share price at year end ($'s) $0.505 $0.940 $0.465 $0.410 $0.200 $0.140 Source of share prices quoted: CommSec. The Company also notes that as an exploration and development company operating revenue and profits are not KPIs in reviewing key management personnel STIs or LTIs. When establishing guidelines for any STIs, the Company looks to other measures such as raising market awareness, enhancement of share price and capital raising opportunities (as relevant), operational and achievement of goals and objectives in terms of establishment and milestones in attracting new and enhancing the Group’s existing project. 16 Agrimin Limited Annual Report 2019 Page | 16 DIRECTORS’ REPORT l a t o T g n o l r e h t O - t s o P m r e t t n e m y o p m e l n o i t a u n n a r e p u S l a t o T $ $ 2 6 9 , 1 3 2 0 0 6 , 7 8 0 0 0 , 0 8 2 6 5 , 9 9 3 1 4 2 , 9 8 2 1 4 2 , 9 8 2 3 0 8 , 8 8 6 2 0 8 , 7 4 2 0 0 6 , 7 8 0 0 0 , 6 9 2 0 4 , 1 3 4 2 1 1 , 2 6 2 2 1 1 , 2 6 2 4 1 5 , 3 9 6 8 3 5 , 1 1 - - 8 3 5 , 1 1 5 1 6 , 4 1 5 1 6 , 4 1 3 5 1 , 6 2 4 5 6 , 8 - - 4 5 6 , 8 1 1 1 , 0 1 1 1 1 , 0 1 5 6 7 , 8 1 $ s t i f e n e b 0 0 6 , 7 4 2 1 , 9 1 - 4 2 7 , 6 2 6 2 8 , 3 2 6 2 8 , 3 2 0 5 5 , 0 5 - 0 0 6 , 7 8 4 7 , 0 2 8 4 3 , 8 2 3 6 8 , 1 2 3 6 8 , 1 2 1 1 2 , 0 5 $ 0 0 3 , 1 0 2 0 0 0 , 0 8 0 0 0 , 0 8 0 0 3 , 1 6 3 0 0 8 , 0 5 2 0 0 8 , 0 5 2 0 0 1 , 2 1 6 0 0 4 , 8 1 2 0 0 0 , 0 8 0 0 0 , 6 9 0 0 4 , 4 9 3 8 3 1 , 0 3 2 8 3 1 , 0 3 2 8 3 5 , 4 2 6 $ - - 0 0 0 , 4 4 0 0 0 , 4 4 - - 0 0 0 , 4 4 - - 0 0 0 , 0 6 0 0 0 , 0 6 - - 0 0 0 , 0 6 s e e f g n i t l u s n o C - - $ I T S h s a c 0 0 3 , 1 5 0 0 3 , 1 5 0 0 8 , 0 6 0 0 8 , 0 6 0 0 1 , 2 1 1 - - 0 0 4 , 8 6 0 0 4 , 8 6 4 5 7 , 5 6 4 5 7 , 5 6 4 5 1 , 4 3 1 s t i f e n e b l e e y o p m e m r e t - t r o h S $ y r a a S l s e e f & 0 0 0 , 0 5 1 0 0 0 , 0 8 0 0 0 , 6 3 0 0 0 , 6 6 2 0 0 0 , 0 9 1 0 0 0 , 0 9 1 0 0 0 , 6 5 4 0 0 0 , 0 5 1 0 0 0 , 0 8 0 0 0 , 6 3 0 0 0 , 6 6 2 4 8 3 , 4 6 1 4 8 3 , 4 6 1 4 8 3 , 0 3 4 . s w o l l o f s a e r a p u o r G e h t f o n o s r e p t n e m e g a n a m y e k d n a r o t c e r i d h c a e f o n o i t a r e n u m e r f o l t n e m e e r o a m h c a e j f o t n u o m a d n a e r u t a n e h t f o s l i a t e D n o s p m a S B s r o t c e r i D i h c v a S M 9 1 0 2 ) 1 ( s i r i i m s P A l e n n o s r e p t n e m e g a n a m y e k l a t o T l e n n o s r e p t n e m e g a n a m y e K s r o t c e r i D l a t o T s n o y L T n o s p m a S B s r o t c e r i D i h c v a S M l a t o T 8 1 0 2 ) 1 ( s i r i i m s P A l e n n o s r e p t n e m e g a n a m y e k l a t o T l e n n o s r e p t n e m e g a n a m y e K s r o t c e r i D l a t o T s n o y L T l a t o T L E N N O S R E P T N E M E G A N A M Y E K F O N O T A R E N U M E R I 0 . 2 T R O P E R ’ S R O T C E R D I i . s e c v r e s e s e h t f o e c n a m r o f r e p e h t r o f s i r i m s P i r M o t i d a p s t n u o m a t n e s e r p e r s e e f g n i t l u s n o C . r a e y e h t g n i r u d y r a e r c e s t y n a p m o c s a d e t c a s i r i m s P i r M ) 1 ( Agrimin Limited Annual Report 2019 17 DIRECTORS’ REPORT DIRECTORS’ REPORT 2.1 SERVICE CONTRACTS Remuneration and other terms of employment for key management personnel are formalised in service agreements. The Company has entered into an employment agreement with Chief Executive Officer, Mr Mark Savich. The material terms of the agreement are set out as follows: - - - - - - Commencement date: 1 March 2015 Term: Ongoing and reviewed annually at the sole discretion of the Board Fixed remuneration: $150,000 per annum exclusive of superannuation Annual bonus of up to 60% of remuneration based upon KPIs set by the Board and reviewed annually Termination for cause: no notice period Termination without cause: three month notice period The Company has entered into an employment agreement with General Manager, Mr Thomas Lyons. The material terms of the agreement are set out as follows: - - - - - - Commencement date: 24 March 2014 (revised contract 1 July 2018) Term: Ongoing and reviewed annually at the sole discretion of the Board Fixed remuneration: $190,000 per annum exclusive of superannuation Annual bonus of up to 40% of remuneration based upon KPIs set by the Board and reviewed annually Termination for cause: no notice period Termination without cause: three month notice period There are no other service contracts with any director and there are no other key management personnel in the Company currently. 2.2 NON-EXECUTIVE DIRECTORS REMUNERATION Total fees for all Non-Executive Directors was originally set by the Board on 22 June 2007 to not exceed $147,000. The levels of fees set were based on a review involving reference to fees paid to other Non-Executive Directors of comparable companies at the time. At a general meeting held on 15 September 2017 the Company obtained shareholder approval to increase of the maximum total aggregate amount of fees payable to Non-Executive Directors from $147,000 per annum to $250,000 per annum. Directors’ fees are paid monthly in arrears. Members of the Board of Directors are entitled to performance related remuneration, subject to obtaining the appropriate shareholder approvals. The chairperson base fee is $80,000 per annum exclusive of superannuation and base fees for the Non-Executive Director is $36,000 per annum. Directors’ fees cover all main board activities. Additional services provided outside of board duties attract a separate daily rate agreed by the full Board. There is no board retirement scheme and there is currently no intention to establish such a scheme. 2.3 SHORT TERM INCENTIVES Mr Mark Savich and Mr Tom Lyons were entitled to receive a cash bonus for the year ended 30 June 2019 as approved by the directors as determined against KPI measures set by the Board, which included performance of: - - - - Health, safety and environmental management; Progression of feasibility studies; Progression of project approvals; and Progression of project funding initiatives. Mr Savich was entitled to receive up to a maximum of 60% of his individual total fixed remuneration. Mr Savich was awarded 57% of the maximum entitlement and received $51,300 for the year ended 30 June 2019 (2018: $68,400). Mr Lyons was entitled to receive up to a maximum of 40% of his individual total fixed remuneration. Mr Lyons was awarded 80% of the maximum entitlement and he received $60,800 for the year ended 30 June 2019 (2018: $65,754). STI’s were paid subsequent to the year end. 18 Agrimin Limited Annual Report 2019 DIRECTORS’ REPORT DIRECTORS’ REPORT 2.4 PERFORMANCE RELATED REMUNERATION The Group’s policy in relation to the proportion of remuneration that is performance related is discussed under the section titled ‘Performance linked remuneration’. Performance rights are granted under a service condition whereby the grantee must be employed by the Group at the time the performance rights vest. If the performance rights are unvested at termination of the grantee’s engagement by the Group, the performance rights expire on termination of the grantee’s engagement. Upon performance rights vesting, the recipient is required to provide the Company with a Notice of Exercise. The Company must within 10 business days issue to the recipient the number of Shares in respect of which the performance rights have been exercised. Otherwise, performance rights expire on their expiry date. Performance rights issued under the Company’s Performance Rights Plan have been provided at no cost to the recipient. Details of vesting profiles of the Performance Rights granted as remuneration to each key management person of the Group are detailed below. Number of rights granted Grant date % forfeited / cancelled in year Financial year in which grant is expected to vest Expiry date Directors M Savich B Sampson A Pismiris 500,000 (1) 4,000,000 (1) 15 September 2017 15 September 2017 15 September 2017 500,000 (1) Key management personnel T Lyons 2,000,000 (1) 15 September 2017 30 June 2023 30 June 2023 30 June 2023 30 June 2023 - - - - 6 months from vesting 6 months from vesting 6 months from vesting 6 months from vesting Notes: (1) includes performance conditions relating to an ASX announcement by the Company of the production of its first Sulphate of Potash from the Mackay Potash Project as per the final feasibility study. The maximum and minimum total value of the performance rights yet to be granted is $3,570,000 and nil at 30 June 2019. Details of performance rights held by key management personnel of the Group during the financial year are as follows. 2019 Directors M Savich B Sampson A Pismiris Key management personnel T Lyons Total Held at beginning of period Granted as compensation Forfeited/ expired Vested and exercised Held at end of the period Vested at end of period 4,000,000 500,000 500,000 2,000,000 7,000,000 - - - - - - - - - - - - - - - 4,000,000 500,000 500,000 2,000,000 7,000,000 - - - - - Page | 19 Agrimin Limited Annual Report 2019 19 DIRECTORS’ REPORT DIRECTORS’ REPORT 2.5 SHAREHOLDINGS OF KEY MANAGEMENT PERSONNEL Shares held, directly, indirectly or beneficially, by key management personnel, including their related parties during the financial year were as follows. 2019 Directors M Savich B Sampson A Pismiris Key Management Personnel T Lyons Total Held at beginning of period Purchases / other acquisitions Sales / other disposals Net change other Held at the end of the period 9,800,000 1,600,000 4,210,000 1,931,045 17,541,045 - - - - - - - - - - - - - - - 9,800,000 1,600,000 4,210,000 1,931,045 17,541,045 2.6 TRANSACTIONS AND BALANCES WITH KMP AND THEIR RELATED PARTIES During the period $74,000 of fees were paid to Lexcon Services Pty Ltd (2018: $96,000) and $6,000 was payable for professional services provided by Mr Pismiris as Non-Executive Director and Company Secretary (2018: Nil). Services provided by Lexcon Services Pty Ltd were at terms equivalent to those that prevail in arm’s length transactions. There were no other related party transactions with other key management personnel of the Group for the year ended 30 June 2019. -END OF REMUNERATION REPORT- This report is made with a resolution of the directors: Mark Savich Chief Executive Officer and Executive Director Perth 25 September 2019 20 Agrimin Limited Annual Report 2019 AUDITOR’S INDEPENDENCE DECLARATION Ernst & Young 11 Mounts Bay Road Perth WA 6000 Australia GPO Box M939 Perth WA 6843 Tel: +61 8 9429 2222 Fax: +61 8 9429 2436 ey.com/au Auditor’s independence declaration to the directors of Agrimin Limited As lead auditor for the audit of the financial report of Agrimin Limited for the financial year ended 30 June 2019, I declare to the best of my knowledge and belief, there have been: a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and b) no contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Agrimin Limited and the entities it controlled during the financial year. Ernst & Young Pierre Dreyer Partner 25 September 2019 A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation PD:KG:AGRIMIN:007 Agrimin Limited Annual Report 2019 21 CORPORATE GOVERNANCE STATEMENT CORPORATE GOVERNANCE STATEMENT This statement outlines the main corporate governance practices adopted by the Board of Agrimin which comply with the ASX Corporate Governance Council recommendations unless otherwise stated. The Board and management of Agrimin recognise their duties and obligations to shareholders and other stakeholders to implement and maintain a proper system of corporate governance. The Company believes that good corporate governance adds value to stakeholders and enhances investor confidence. The ASX Listing Rules require listed companies to prepare a statement disclosing the extent to which they have complied with the recommendations of the ASX Corporate Governance Council (Recommendations) in the reporting period. The Recommendations are guidelines designed to improve the efficiency, quality and integrity of the Company. They are not prescriptive and if a company considers a recommendation to be inappropriate having regard to its own circumstances, it has the flexibility not to follow it. Where a company has not followed all the Recommendations, it must identify which Recommendations have not been followed and give reasons for not following them. This Corporate Governance Statement (Statement) sets out a description of the Company’s main corporate practices and provides details of the Company’s compliance with the Recommendations, or where appropriate, indicates a departure from the Recommendations with an explanation. This Statement is current as at 30 June 2019 and has been approved by the Board of Directors of Agrimin. It is available on the Company’s website at http://www.agrimin.com.au/category/corporate-governance/. PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT Recommendation Requirement 1.1 A listed entity should disclose: 1.2 1.3 1.4 1.5 (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management. A listed entity should: a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director, and b) 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. A listed entity should: a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; b) disclose the policy or a summary of it; and c) disclose as at the end of each reporting period the measurable Comply Yes/No Yes Yes Yes Yes Yes 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. 1) 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 the Act. 2) 1.6 A listed entity should: Yes a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors: and b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. 22 Agrimin Limited Annual Report 2019 Page | 22 CORPORATE GOVERNANCE STATEMENT CORPORATE GOVERNANCE STATEMENT Recommendation Requirement 1.7 A listed entity should: Comply Yes/No Yes a) have and disclose a process for periodically evaluating the performance of its senior executives; and b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. The Company seeks a Board comprising directors with an appropriate variety of skill, experience and expertise who are competent in dealing with current and emerging issues of the business and who can effectively review and challenge the performance of management and exercise independent judgement. The Board has procedures for the selection and appointment of new directors and the re-election of incumbent directors, which are set out in the Corporate Governance Policies which are available on the Agrimin website. Non-executive Directors have written agreement with the Company setting out the terms of their appointment as directors, the executive director has an employment contract. The Board meets on a regular basis. The agenda for these meetings is prepared by the Company Secretary who is also a Non-Executive Director, in conjunction with the Chairperson. Relevant information is circulated to directors in advance of the Board meetings. The Company Secretary is accountable directly to the Board on matters to do with the proper functioning of the Board. The Board have established a diversity policy however due to the size of the Company meeting the objectives of the policy is often difficult to achieve. The principal criterion for the appointment of new directors and employees is their ability to add value to the Group and its business. The respective proportions of men and women on the Board, in senior executive positions and across the whole organisation is as follows: Gender Female Male % Female Total - 6 - Senior Management - 3 - Board - 3 - The evaluation of the performance of the Board and individual directors is undertaken annually and in accordance with the terms of their employment contract. Performance reviews were undertaken in the reporting period. PRINCIPLE 2 – STRUCTURE THE BOARD TO ADD VALUE Recommendation Requirement 2.1 The board of a listed entity should: a) have a nomination committee which: 1) has at least three members, a majority of whom are independent Comply Yes/No No directors; and is chaired by an independent director, 2) and disclose 3) 4) 5) as at the end of each reporting period, the number of times the the charter of the committee; the members of the committee; and 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 processes 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. Page | 23 Agrimin Limited Annual Report 2019 23 CORPORATE GOVERNANCE STATEMENT CORPORATE GOVERNANCE STATEMENT Recommendation Requirement 2.2 2.3 2.4 2.5 2.6 A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership. A listed entity should disclose: 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 describe 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. A majority of the board of a listed entity should be independent directors. The Chair of the board of a listed entity should be independent director and, should not be the same person as the CEO/Managing Director 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. Comply Yes/No No Yes Yes Yes Yes The Company does not have a Nomination Committee. If any vacancies arise on the Board, the Board and all directors are involved in the search and recruitment for a replacement. The Board strives to ensure that it is comprised of directors with a blend of skills, experience and attributes appropriate to the Company and its business. The principal criterion for the appointment of new directors is their ability to add value to the Company and its business and it has not been deemed necessary to create a formal document setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership. The Board considers the current Board composition to be suitable in the present circumstances, with an appropriate range of qualifications and expertise, and directors who can understand and competently deal with current and emerging business issues as well as effectively review and challenge the performance of management. Furthermore, each individual member of the Board is satisfied that all directors bring an independent judgement to bear on board decisions. New directors are provided with copies of all relevant documents and policies governing the Company’s business, operations and management at the time of joining the Board. The Company is able to provide appropriate professional development opportunities for directors to assist in their roles. Directors are also encouraged to personally undertake appropriate training and refresher courses conducted by the Australian Institute of Company Directors. PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY Recommendation Requirement 3.1 A listed entity should: a) have a code of conduct for its directors, senior executives and employees; and b) disclose that code or a summary of it. Comply Yes/No Yes As part of the Board’s commitment to maintaining a proper system of corporate governance, the Company has adopted a Code of Conduct to guide directors and officers in carrying out their duties and responsibilities. The Code embraces the values of honesty, integrity, enterprise, excellence, accountability, justice, independence and equality of stakeholder opportunity. The Code of Conduct is available on the Agrimin website. 24 Agrimin Limited Annual Report 2019 Page | 24 CORPORATE GOVERNANCE STATEMENT CORPORATE GOVERNANCE STATEMENT PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING Recommendation Requirement 4.1 The board of a listed entity should: a) have an audit committee which: Comply Yes/No No 2) 1) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and is chaired by an independent director, who is not the chair of the board, and disclose: 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; or 3) 4) 5) 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. 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 financial statements comply with the appropriate accounting standards and give a true an 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. 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. Yes Yes 4.2 4.3 An audit committee was originally established in July 2007. However, due to the current composition of the Board of Directors and scale of activities of the Company, this committee was not utilised during the year ended 30 June 2019. The Board as a whole is responsible for the integrity of the Company’s financial reporting, reviews and oversees the planning process for external audits, the conduct of the external audit process and the independence of all parties to the process as well as reviewing the performance of external auditors, the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. Prior to the approval of the Company’s annual financial statements, the Board obtains a declaration from its Chief Executive Officer and the Company Secretary that, in their opinion, the financial records of the Company have been properly maintained and that the financial statements comply with appropriate accounting standards and give a true and fair view of the financial position and performance of the Group, and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. The Company’s external auditor attends every Annual General Meeting as required by the Corporations Act 2001, and members are allowed a reasonable opportunity at the meeting to ask the auditor questions relevant to the audit, their report and independence, and the accounting policies adopted by the Company. Page | 25 Agrimin Limited Annual Report 2019 25 CORPORATE GOVERNANCE STATEMENT CORPORATE GOVERNANCE STATEMENT PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE Recommendation Requirement 5.1 A listed entity should: Comply Yes/No Yes a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and b) disclose that code or a summary of it. The Disclosure Policy sets out the key obligations of directors and employees in relation to continuous disclosure as well as the Company’s obligation under the ASX Listing Rules and the Corporations Act 2001. The Policy also provides procedures for internal notification and external disclosure, as well as procedures for promoting understanding of compliance with disclosure requirements. The policy is available on the Company’s website. PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS Recommendation Requirement 6.1 6.2 6.3 6.4 A listed entity should provide information about itself and its governance to investors via a 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 meeting so security holders. A listed entity should give security holders to option to receive communications from and send communications to, the entity and its security registry electronically. Comply Yes/No Yes Yes Yes Yes The Board is committed to open and accessible communications with holders of the Company’s shares. In accordance with continuous disclosure obligations under the ASX Listing Rules, all disclosures are made in a time manner and posted on the Company’s website. Shareholders are forwarded the Company’s Annual Report, if requested and documents relating to each General Meeting, being the Notice of Meeting, any Explanatory Memorandum and a Proxy Form, and shareholders are invited to attend these meetings. Shareholders may elect to receive communications electronically. The Company’s external auditors are also required to be present at annual shareholder meetings to answer any queries shareholders may have with regard to the audit, preparation and content of the Audit Report. 26 Agrimin Limited Annual Report 2019 Page | 26 CORPORATE GOVERNANCE STATEMENT CORPORATE GOVERNANCE STATEMENT PRINCIPLE 7 – RECOGNISE AND MANAGE RISK Recommendation Requirement 7.1 The board of a listed entity should: a) have a committee or committees to oversee risk, each of which; 1) has at least three members, a majority of whom are independent 2) directors; and is chaired by and independent director and disclose; the charter of the committee the members of the committee; and 3) 4) 5) 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. The board or a committee of the board should; a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and b) disclose, in relation to each reporting period, whether such review has taken place. A listed entity should disclose: 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. 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. 7.2 7.3 7.4 Comply Yes/No No Yes No Yes The Company does not have a Risk Committee. The Board is ultimately responsible for establishing and reviewing the Company’s policies on risk profile, oversight and management and satisfying itself that management has developed and implemented a sound system of risk management and internal control in accordance with the Company’s Corporate Governance Policies. The Company’s risk management program is implemented under the direction of the Chief Executive Officer to ensure matters affecting goals, objectives and performance of the Company and the safety of its stakeholders are identified and assessed by an operational risk management framework in accordance with industry accepted standards. The Company’s risk management framework is reviewed annually. A review was undertaken in the current reporting period. The Board believes that the Company is not of a size to justify having an internal audit function for efficiency purposes. The Company evaluates its risk management and internal control processes in consultation with its external auditor with a view to continually improving its effectiveness. The Board does not believe the Company has any material exposure to economic, environmental and social sustainability risks at the present time. Page | 27 Agrimin Limited Annual Report 2019 27 CORPORATE GOVERNANCE STATEMENT CORPORATE GOVERNANCE STATEMENT PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY Recommendation Requirement 8.1 The board of a listed entity should: Comply Yes/No No (a) have a remuneration committee which; 1) has at least three members, a majority of whom are independent 2) directors; and is chaired by an independent director, and disclose the charter of the committee; the members of the committee; and 3) 4) 5) 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 8.3 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. A listed entity which has an equity-based remuneration scheme should: Yes No a) 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 b) disclose that policy or a summary of it. The Company does not have a Remuneration Committee. The Company’s remuneration policy is structured for the purpose of motivating executive directors and senior management to pursue the long-term growth and success of the Company. The Board sets the level and structure of remuneration to executive directors and senior executives for the purpose of balancing the Company’s competing interest of attracting and retaining executive directors and senior management and not paying excessive remuneration. The Company has an equity-based remuneration scheme in place in the form or a performance rights plan. The Company does not permit the use of derivatives to limit the economic exposure of this plan. At the date of the corporate governance statement, Agrimin was not aware of any derivatives or other financial instruments that could be used for such a purpose. 28 Agrimin Limited Annual Report 2019 Page | 28 This page has been intentionally left blank. Agrimin Limited Annual Report 2019 29 FINANCIAL REPORT CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE Other income Finance income Administrative expenses Loss before income tax Income tax expense Loss for the year Other comprehensive income Total comprehensive loss for the year Loss per share Basic and diluted loss per share Note 2019 $ 2018 $ 3 4 5,459 239,433 (2,039,490) (1,794,598) 15,359 178,881 (1,386,924) (1,192,684) - (1,794,598) - (1,192,684) - (1,794,598) - (1,192,684) 16 (1.06 cents) (0.76 cents) The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes. 32 Agrimin Limited Annual Report 2019 Page | 30 CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE Assets Current assets Cash and cash equivalents Other receivables Exploration deposits Prepayments Total current assets Non-current assets Exploration and evaluation assets Property, plant and equipment Other assets Total non-current assets Total assets Liabilities Current liabilities Trade and other payables Provisions Total current liabilities Non-current liabilities Provisions Total non-current liabilities Total liabilities Net assets Equity Share capital Reserves Accumulated losses Total equity Note 2019 $ 2018 $ 5 6 7 8 9 10 11 12 13 5,710,460 221,968 173,878 45,851 6,152,157 5,931,474 142,617 148,607 56,193 6,278,891 22,541,862 75,749 748,640 23,366,251 12,248,323 13,756 700,000 12,962,079 29,518,408 19,240,970 2,023,610 144,840 2,168,450 1,111,008 93,542 1,204,550 882,980 882,980 784,243 784,243 3,051,430 1,988,793 26,466,978 17,252,177 46,945,885 1,031,080 (21,509,987) 26,466,978 36,616,486 351,080 (19,715,389) 17,252,177 The above consolidated statement of financial position should be read in conjunction with the accompanying notes. Agrimin Limited Annual Report 2019 Page | 31 33 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY l a t o T y t i u q e $ 7 7 1 , 2 5 2 , 7 1 ) 8 9 5 , 4 9 7 , 1 ( ) 8 9 5 , 4 9 7 , 1 ( 0 0 0 , 0 8 6 ) 1 0 6 , 0 1 5 ( 0 0 0 , 0 4 8 , 0 1 9 9 3 , 9 0 0 , 1 1 8 7 9 , 6 6 4 , 6 2 7 9 3 , 7 9 2 , 8 1 ) 4 8 6 , 2 9 1 , 1 ( ) 4 8 6 , 2 9 1 , 1 ( 0 0 0 , 0 5 1 ) 6 3 5 , 2 ( 4 6 4 , 7 4 1 s e s s o l l d e t a u m u c c A $ ) 8 9 5 , 4 9 7 , 1 ( ) 8 9 5 , 4 9 7 , 1 ( ) 9 8 3 , 5 1 7 , 9 1 ( - - - - ) 7 8 9 , 9 0 5 , 1 2 ( ) 4 8 6 , 2 9 1 , 1 ( ) 4 8 6 , 2 9 1 , 1 ( ) 5 0 7 , 2 2 5 , 8 1 ( - - - - - - - 0 0 0 , 0 8 6 0 0 0 , 0 8 6 0 8 0 , 1 3 0 , 1 $ 0 8 0 , 1 5 3 y t i u q E n o i t a r e n u m e r e v r e s e r t n e m y a p d e s a b e r a h S / e v r e s e r e r a h S l a t i p a c - - $ 6 8 4 , 6 1 6 , 6 3 0 0 0 , 0 4 8 , 0 1 - ) 1 0 6 , 0 1 5 ( 9 9 3 , 9 2 3 , 0 1 5 8 8 , 5 4 9 , 6 4 0 8 0 , 1 5 3 2 2 0 , 9 6 4 , 6 3 - - - - - - - 0 0 0 , 0 5 1 ) 6 3 5 , 2 ( 4 6 4 , 7 4 1 6 8 4 , 6 1 6 , 6 3 I Y T U Q E N I e t o N 2 1 3 1 2 1 2 1 2 1 S E G N A H C F O T N E M E T A T S D E T A D I L O S N O C E N U J 0 3 D E D N E R A E Y E H T R O F y t i u q e n i d e d r o c e r y l t c e r i d s r e n w o h t i w s n o i t c a s n a r T d o i r e p e h t r o f s s o l i e v s n e h e r p m o c l a t o T 8 1 0 2 l y u J 1 t a e c n a a B l d o i r e p e h t r o f s s o L s r e n w o o t s n o i t i u b i r t s d d n a y b s n o i t u b i r t n o C s e r a h s y r a n d r o i f o e u s s i m o r f s t s o C s r e n w o h t i w s n o i t c a s n a r t l a t o T 9 1 0 2 e n u J 0 3 t a e c n a a B l s e r a h s i y r a n d r o f o e u s s I t n e m y a p d e s a b e r a h S d o i r e p e h t r o f s s o l i e v s n e h e r p m o c l a t o T 7 1 0 2 l y u J 1 t a e c n a a B l d o i r e p e h t r o f s s o L s r e n w o o t s n o i t i u b i r t s d d n a y b s n o i t u b i r t n o C s e r a h s y r a n d r o i f o e u s s i m o r f s t s o C s e r a h s i y r a n d r o f o e u s s I s r e n w o h t i w s n o i t c a s n a r t l a t o T 8 1 0 2 e n u J 0 3 t a e c n a a B l 34 Agrimin Limited Annual Report 2019 7 7 1 , 2 5 2 , 7 1 ) 9 8 3 , 5 1 7 , 9 1 ( 0 8 0 , 1 5 3 2 3 | e g a P i . s e t o n g n y n a p m o c c a e h t h t i w n o i t c n u n o c n j i d a e r e b l d u o h s y t i u q e n i s e g n a h c f o t n e m e t a t s d e t a d i l o s n o c e v o b a e h T CONSOLIDATED STATEMENT OF CASH FLOWS CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE Cash flows from operating activities Payments to suppliers and employees Interest received Other income Net cash used in operating activities Cash flows from investing activities Payments for exploration and evaluation assets Payments for exploration deposits Payments for property, plant and equipment Payments for pre-license expenditure Payments for exploration data Proceeds from research and development grant Proceeds from other financial assets Net cash used in investing activities Cash flows from financing activities Proceeds from issue of share capital Payment of share issue transaction costs Cash flows from financing activities Note 2019 $ 2018 $ (1,841,014) 233,657 5,459 (1,601,898) (1,222,082) 213,027 11,469 (997,586) 15 (9,887,000) (81,283) (80,421) (68,640) - 2,008,829 - (8,108,515) (6,537,870) (89,923) - - (700,000) 707,182 5,020,000 (1,600,611) 10,000,000 (510,601) 9,489,399 150,000 (2,153) 147,847 Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at 1 July Cash and cash equivalents at 30 June (221,014) 5,931,474 5,710,460 (2,450,350) 8,381,824 5,931,474 5 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes. Agrimin Limited Annual Report 2019 Page | 33 35 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. REPORTING ENTITY Agrimin Limited (the ‘Company’) is a for profit company limited by shares, incorporated and domiciled in Australia whose shares are publicly traded on the Australian Securities Exchange (‘ASX’). The consolidated financial report comprises the Company and its wholly owned subsidiaries (referred to as the Group and individually as ‘Group Entities’). Agrimin Limited is primarily involved in the mineral exploration and development of its Mackay Potash Project in Western Australia. The address of the registered office is 2C Loch Street, Nedlands, Perth, WA, 6009. The consolidated financial statements were authorised for issue by the Board of Directors on 25 September 2019. 2. BASIS OF PREPARATION (a) Basis of preparation The consolidated financial statements of the Group are general purpose financial statements for the year ended 30 June 2019 prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board (‘AASB’) and the Corporations Act 2001. The consolidated financial statements of Agrimin Limited also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (‘IASB’). The consolidated financial statements have been prepared on historical cost basis and are presented in Australian dollars which is the functional currency of all entities in the Group. The accounting policies adopted in the preparation of this consolidated financial statements have been consistently applied to all periods presented, unless otherwise stated. (b) Adoption of new and revised accounting standards In the year ended 30 June 2019, the Group adopted all the new and revised Standards and Interpretations issued by the AASB that are relevant to its operations and effective from 1 July 2018. It has been determined that there is no material impact, or otherwise as a result of the newly adopted standards and interpretations. These standards are discussed below. AASB 15 Revenue from Contracts with Customers (AASB 15) The Group adopted AASB 15 with the date of initial recognition being 1 July 2018. The transitional provisions in AASB 15 have been applied in its adoption. The Group had elected to adopt this standard using the modified retrospective approach with the cumulative effect recognised at the date of initial application. AASB 15 supersedes AASB 118 Revenue, AASB 111 Construction Contracts and related Interpretations and it applies to all revenue arising from contracts with customers, unless those contracts are in scope with other standards. The new standard establishes a five-step model to account for revenue arising from contracts with customers. Under AASB 15, revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. At 1 July 2018 it was determined that the adoption of AASB 15 had no impact on the Group as it is not revenue generating. AASB 9 Financial Instruments (AASB 9) applied post 1 July 2018 The Group adopted AASB 9 with the date of initial recognition being 1 July 2018 on a retrospective basis. In accordance with the transitional provisions in AASB 9, comparative figures have not been restated and they continue to be reported under AASB 139. AASB 9 replaces AASB 139 Financial Instruments: Recognition and Measurement (AASB 139), bringing together all three aspects of the accounting for financial instruments: classification and measurement; impairment and hedge accounting. 36 Agrimin Limited Annual Report 2019 Page | 34 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (i) Classification and measurement Under AASB 9, debt instruments are subsequently measured at fair value through profit or loss (FVPL), amortised cost, or fair value through other comprehensive income (FVOCI). The classification is based on two criteria; the Group’s business model for managing the assets; and whether the instruments’ contractual cash flows represent ‘solely payments of principal and interest’ on the principal amount outstanding (the SPPI criterion). The SPPI test is applied to the entire financial asset, even if it contains an embedded derivative. At the date of initial application, existing financial assets and liabilities of the Group were assessed in terms of the requirements of AASB 9. The assessment was conducted on instruments that had not been derecognised as at 1 July 2018. In this regard, the Group has determined that the adoption of AASB 9 has impacted the classification of financial instruments at 1 July 2018 as follows: of Class instrument financial presented in the statement of financial position Cash and cash equivalents Other receivables Exploration deposits Trade and other payables Original measurement category under AASB 139 (prior to 1 July 2018) New measurement category under AASB 9 (from 1 July 2018) Loans and receivables Loans and receivables Loans and receivables Financial liability at amortised cost Financial assets at amortised cost Financial assets at amortised cost Financial assets at amortised cost Financial liabilities at amortised cost The change in classification of financial instruments has not resulted in any re-measurement adjustments at 1 July 2018. (ii) Subsequent measurement For purposes of subsequent measurement, financial assets are classified in four categories:     Financial assets at amortised cost (debt instruments); Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments); Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments); and Financial assets at fair value through profit and loss. (a) Financial Assets at amortised cost (debt instruments) This category is the most relevant to the Group. The Group measures financial assets at amortised cost if both the following conditions are met:   The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets at amortised cost are subsequently measured using the effective interest rate (EIR) method and are subject to impairment. Interest received is recognised as part of finance income in comprehensive income. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. (b) Financial assets at fair value through profit or loss Financial assets that do not meet the criteria for amortised cost are measured at fair value through profit and loss. Page | 35 Agrimin Limited Annual Report 2019 37 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (iii) Impairment of financial assets In relation to the financial assets carried at amortised cost, AASB 9 requires an expected credit loss model to be applied as opposed to an incurred credit loss model under AASB 139. The expected credit loss model requires the Group to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition of the financial asset. AASB 9 requires the Group to measure the loss allowance at the amount equal to lifetime expected credit loss (ECL) if the credit risk on the instrument has increased significantly since initial recognition. On the other hand, if the credit risk on the financial instrument has not increased significantly since initial recognition, the Group is required to measure the loss allowance for that financial instrument at an amount equal to the portion of the lifetime ECL that results from default events on a financial instrument that are possible within 12 months after the reporting date. ECL’s are based on the difference between contractual cashflows due in accordance with the contract and all the Group expects to receive. The shortfall is then discounted at an approximation to the assets original effective interest rate. As at 1 July 2018, the directors of the Company reviewed and assessed the Group’s existing financial assets for impairment using reasonable and supporting information. In accordance with AASB 9, the Group recognised lifetime ECL. The results of the assessment is as follows: Items existing as at 1 July 2018 that were subject to the impairment provisions of AASB 9 Cash and cash equivalents Other receivables Exploration deposits Credit Risk Attributes All bank balances assessed have low credit risk as they are held with reputable financial institutions with high credit ratings. Other receivables consist of interest receivable and a security deposit which are short term and have low credit risk. The expected credit is negligible. Exploration deposits are held by the Western Industry Australian Department Regulations and Safety (DMIRS) a reputable government institution. The expected credit loss is negligible. of Mines loss Cumulative additional loss allowance recognised on 1 July 2018 $ - - - (iv) Hedge Accounting The Group has not applied hedge accounting. Financial instruments (policy applied pre 1 July 2018) Financial assets and liabilities recognised when the entity becomes a party to the contractual provisions of the instrument. For financial assets, this is equivalent to the date that the Group commits itself to either the purchase or sale of the asset. Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified ‘at fair value through profit or loss’ in which case transaction costs are expensed to the profit or loss immediately, (a) Derecognition Financial assets are derecognised when the right to receive cash flows from the financial assets have been expired or been transferred. Financial liabilities are derecognised when the related obligations are either transferred, discharged or expire. The difference between the carrying value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss. 38 Agrimin Limited Annual Report 2019 Page | 36 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (b) Classification and subsequent measurement Financial instruments are subsequently measured at fair value, amortised cost using the effective interest method, or cost. Financial assets are categorised as either financial assets at fair value through profit or loss, loans and receivables, held to maturity investments or available for sale financial assets. The classification depends on the purpose for which the investments were acquired. Designation is re-evaluated at each financial year end, but there are restrictions on reclassifying to other categories.   Loans and receivables – are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are carried at amortised cost using the effective interest method. Gain or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised. Financial liabilities – non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost using the effective interest method. (c) Impairment At the end of each reporting period, the Group assesses whether there is objective evidence that a financial asset has been impaired. A financial asset (or 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). For financial assets carried at amortised cost (including loans and receivables), a separate allowance account is used to reduce the carrying amount of financial assets impaired by credit losses. After having taken all possible measures of recovery, if management establishes that the carrying amount cannot be recovered by any means, at that point the written- off amounts are charged to the allowance account or the carrying amount of impaired financial assets is reduced directly if no impairment amount was previously recognised in the allowance account. When the terms of financial assets that would otherwise have been past due or impaired have been renegotiated, the Group recognises the impairment for such financial assets by taking into account the original terms as of the terms have not been renegotiated so that the loss events that have occurred are duly considered. Page | 37 Agrimin Limited Annual Report 2019 39 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS r a e y g n i t r o p e r l a u n n a e h t r o f p u o r G e h t y b d e t p o d a n e e b t o n e v a h d n a e v i t c e f f e t e y t o n e r a t u b d e d n e m a r o d e u s s i n e e b y l t n e c e r e v a h t a h t s d r a d n a S t g n i t n u o c c A n a i l a r t s u A d e t c e p x e t o n s i s d r a d n a t s e s e h t f o t c e f f e l a i t n e t o p e h t , w o e b l d e s o c s d l i s a 6 1 B S A A r o f t p e c x E . l w o e b d e t s i l e r a s n o i t a r e p o ’ s p u o r G e h t o t t l n a v e e r e r a t a h t 9 1 0 2 e n u J 0 3 d e d n e n o i t a c i l p p A n o i t a c i l p p A y r a m m u S e l t i T t n e m e c n u o n o r P . s t n e m e t a t s l i a c n a n i f ’ s p u o r G e h t o t t c a p m i l a i r e t a m a e v a h o t r o f e t a d p u o r g l y u J 1 9 1 0 2 8 3 | e g a P . 7 1 1 B S A A n i s t n e m e r i u q e r g n i t n u o c c a r o s s e l e h t d r a w r o f s e i r r a c y l l a i t n a t s b u s 6 1 B S A A d n a s e s a e l e c n a n i f r o s e s a e l g n i t a r e p o s a s e s a e l s t i y f i s s a c o t l s e u n i t n o c r o s s e l i l a , y g n d r o c c A e v o r p m i l l i w t a h t s r o s s e l y b i d e d v o r p e b o t s e r u s o c s d l i d e c n a h n e s e r i u q e r o s a l 6 1 B S A A . k s i r e u a v l l a u d s e r i o t l y l r a u c i t r a p , e r u s o p x e k s i r s ’ r o s s e l a t u o b a d e s o c s d i l n o i t a m r o f n i . y l t n e r e f f i d s e s a e l f o s e p y t o w t e s o h t r o f t n u o c c a o t   t p e c x e s e s a e l l l a r o f s e i t i l i b a i l e s a e l d n a s t e s s a e s u - o t - t h g i r i e s n g o c e r o t d e r i u q e r e r a s e e s s e L 2 1 n a h t s s e l f o m r e t a h t i w s e s a e l o t s n o i t p m e x e e h t l y p p a o t d e t c e e l s a h y t i t n e e h t e r e h w l . e u a v w o l f o s i t e s s a i g n y l r e d n u e h t e r e h w s e s a e l r o , s h t n o m e h T i . s s a b e u a v l t n e s e r p a n o d e r u s a e m y l l a i t i n i e r a e s a e l a m o r f i g n s i r a s e i t i l i b a i l d n a s t e s s A ) s t n e m y a p d e k n i l - n o i t a l f n i i g n d u c n i ( l s t n e m y a p e s a e l l e b a l l e c n a c - n o n s e d u c n l i t n e m e r u s a e m o t i n a t r e c l y b a n o s a e r s i e e s s e l e h t f i s d o i r e p l a n o i t p o n i e d a m e b o t s t n e m y a p s e d u c n l i d n a l l u f r o e v i t c e p s o r t e r d e i f i d o m ; n o i t i s n a r t o t s e h c a o r p p a o w t r o f i s e d v o r p d r a d n a t s e h T . e s a e l e h t e t a n m r e t o t i n o i t p o n a e s c r e x e o t i t o n r o , e s a e l e h t d n e t x e o t n o i t p o n a i e s c r e x e    . e v i t c e p s o r t e r : g n i t n u o c c a r o s s e L 9 1 0 2 e h t t e e m d u o w l t n e m e g n a r r a n a n e h w n o e c n a d u g w e n s i i e r e h T . n o i t i s o p l i a c n a n i f f o t n e m e t a t s e h t e t a d d r a d n a t s f o y r a u n a J 1 o t n o t h g u o r b e b o t s e s a e l l l a s e r i u q e r d n a s e e s s e l r o f t s e t n o i t a c i f i s s a c e s a e l l e h t s e v o m e r 6 1 B S A A s e s a e L 6 1 B S A A : e d u c n l i 6 1 B S A A f o s e r u t a e f y e K . e s a e l a f o n o i t i n i f e d : g n i t n u o c c a e e s s e L I I S T N E M E T A T S L A C N A N F D E T A D L O S N O C E H T O T S E T O N I e v i t c e f f e t e y t o n s n o i t t a e r p r e n t i d n a s d r a d n a t s g n i t n u o c c a w e N ) c ( 40 Agrimin Limited Annual Report 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS d n a t n e m s s e s s a t c a p m i d e l i a t e d s t i s s e r g o r p o t d e u n i t n o c p u o r G e h t , 9 1 0 2 e n u J 0 3 t a s A l . e u a v - w o l f o s i t e s s a i g n y l r e d n u e h t i h c h w r o f s t c a r t n o c e b t o n l l i w s e v i t a r a p m o c e h T . n o i t a c i l p p a l a i t i n i e h t f o e t a d e h t t a i s g n n r a e i d e n a t e r f o e c n a a b l s t c a r t n o c e s a e l n o d r a d n a t s e h t y b d e s o p o r p s n o i t p m e x e e h t e s u o t t c e e l l l i w p u o r G e h T . d e t a t s e r e s a e l d n a , n o i t a c i l p p a l a i t i n i f o e t a d e h t f o s a s h t n o m 2 1 i n h t i w s d n e s m r e t e s a e l e h t i h c h w r o f i g n n e p o e h t o t t n e m t s u d a j n a s a i d e s n g o c e r 6 1 B S A A i g n y p p a l y l l a i t i n i f o t c e f f e l e v i t a u m u c h t i w n o i t a c i l p p A n o i t a c i l p p A r o f e t a d p u o r g e t a d d r a d n a t s f o y r a m m u S e l t i T t n e m e c n u o n o r P 9 1 0 2 l y u J 1 m o r f h c a o r p p a e v i t c e p s o r t e r d e i f i d o m e h t i g n s u d r a d n a t s e h t t p o d a o t l s n a p p u o r G e h T s e s a e L 6 1 B S A A I I S T N E M E T A T S L A C N A N F D E T A D L O S N O C E H T O T S E T O N I l y u J 1 9 1 0 2 9 3 | e g a P s e s a e l w e n e h t s e t a c d n i i e t a d o t p u o r G e h t y b d e t e p m o c l k r o W . 6 1 B S A A j f o t c e o r p n o i t a t n e m e p m l i l l i w l l i w t i s a s t n e m e t a t s l i a c n a n i f ’ s p u o r G e h t n o t c e f f e l a i r e t a m a e v a h o t d e t c e p x e s i d r a d n a t s d r a d n a t s e h t o t s e g n a h C . s e i t i l i b a i l d n a s t e s s a i d e s n g o c e r ’ s p u o r G e h t e s a e r c n i y l t n a c i f i n g s i s a h t n e m e g a n a M . e s a e l e c i f f o s t i r o f s t n u o c c a p u o r G e h t y a w e h t n o t c a p m i l a i r e t a m a e v a h o t s d n e t n i p u o r G e h T . 0 0 0 , 0 0 4 $ d n a 0 0 0 , 0 5 3 $ n e e w t e b l l a f l l i w y t i l i b a i l e s a e l e h t t a h t d e t a m i t s e e s a e l e h t l a u q e e b l l i w t e s s a e s u - f o - t h g i r e h t y b e r e h w d r a d n a t s e h t n i f e i l e r l a n o i t i s n a r t e h t e s i l i t u d n a i s t n e d e p x e l a c i t c a r p e h t l y p p a o t d e t c e e l s a h p u o r G e h T . n o i t p o d a l a i t i n i f o e t a d e h t t a y t i l i b a i l e h t e r e h w r o s h t n o m 2 1 n a h t s s e l m r e t a h t i w s e s a e l o t d r a d n a t s e h t l y p p a o t t o n n e s o h c e v a h l . e u a v w o l f o s i t e s s a i g n y l r e d n u n o i t a c i l p p a l a i t i n i f o d o i r e p e h t n i s t n e m e t a t s l i a c n a n i f e h t n o 6 1 B S A A g n y p p a f o t c a p m l i i l a u t c a e h T s e s o o h c p u o r G e h t h c h w o t i t n e t x e e h t , o i l o f t r o p e s a e l ’ s p u o r G e h t f o n o i t i s o p m o c e h t n o d n e p e d l l i w e h t l g n i t a u c a c l n i d e s u s e t a r t n u o c s d i l a n i f , s n o i t p m e x e n o i t i n g o c e r d n a i s t n e d e p x e l a c i t c a r p e s u o t g n i t n u o c c a w e n e h t d n a s n o i t p o l a w e n e r i n a t r e c l y b a n o s a e r f o i n o i t a n m r e t e d l a n i f , y t i l i b a i l e s a e l e d u c n l i t a h t s t n e m e t a t s l i a c n a n i f s t i s t n e s e r p p u o r G e h t l i t n u e g n a h c o t j t c e b u s e r a i h c h w s e c i i l o p y r a u n a J 1 2 1 1 B S A A n i a i r e t i r c t n e m e r u s a e m d n a n o i t i n g o c e r e h t f o n o i t a c i l p p a e h t l s e i f i r a c n o i t a t e r p r e t n I e h T r e v o i y t n a t r e c n U B S A A . n o i t a c i l p p a l a i t i n i f o e t a d e h t 9 1 0 2 y l l a c i f i c e p s n o i t a t e r p r e t n I e h T . s t n e m t a e r t x a t e m o c n i r e v o i y t n a t r e c n u s i e r e h t n e h w s e x a T e m o c n I t s t n e m a e r T x a T e m o c n I 3 2 n o i t a t e r p r e t n I : g n w o i l l o f e h t s e s s e r d d a n o i t a x a t y b s t n e m t a e r t x a t f o n o i t a n m a x e i e h t t u o b a s e k a m y t i t n e n a s n o i t p m u s s a e h T . s e i t i r o h t u a x a t d e s u n u , s e s s o l x a t d e s u n u , s e s a b x a t , ) s s o l x a t ( t i f o r p l e b a x a t i s e n m r e t e d y t i t n e n a w o H . s e c n a t s m u c r i c d n a s t c a f n i s e g n a h c i s r e d s n o c y t i t n e n a w o H . s e t a r x a t d n a s t i d e r c l . y e t a r a p e s s t n e m t a e r t x a t i n a t r e c n u s r e d s n o c i y t i t n e n a r e h t e h W     Agrimin Limited Annual Report 2019 41 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS n o i t a c i l p p A n o i t a c i l p p A y r a m m u S e l t i T t n e m e c n u o n o r P r o f e t a d p u o r g l y u J 1 9 1 0 2 e t a d d r a d n a t s f o 9 1 0 2 n i i h c h w , e r u t n e v t n o i j r o i e t a c o s s a n a n i s t s e r e t n i m r e t - g n o l r o f t n u o c c a o t d e r i u q e r s i y t i t n e g n i t n u o c c A n a i l a r t s u A y t i u q e e h t i h c h w o t t u b e r u t n e v t n o i j r o i e t a c o s s a e h t n i t n e m t s e v n i t e n e h t f o t r a p m r o f e c n a t s b u s : s d r a d n a S t y r a u n a J 1 n a t a h t y f i r a c l o t s e r u t n e V i t n o J d n a i s e t a c o s s A n i s t n e m t s e v n I 8 2 1 B S A A s d n e m a d r a d n a t S i s h T o t s t n e m d n e m A 7 - 7 1 0 2 B S A A I I S T N E M E T A T S L A C N A N F D E T A D L O S N O C E H T O T S E T O N I d n a n o i t a c o l l a s s o l e h t i g n y p p a l e r o f e b s t n e m u r t s n I l i a c n a n F i 9 B S A A g n s u i , d e i l p p a t o n s i d o h t e m n i s t s e r e t n I m r e t - g n o L l y u J 1 9 1 0 2 y r a u n a J 1 9 1 0 2 n i t s e r e t n i l d e h s t n e m u r t s n i l i a c n a n i f n o s t n e m y a p f o s e c n e u q e s n o c x a t e m o c n i - s e x a T e m o c n I 2 1 1 B S A A . n o i t a r e p o t n o i j a t s o c d e s i t r o m a t a e r u s a e m o t s e i t i t n e t i m r e p o t s t n e m u r t s n I l i i a c n a n F 9 B S A A s d n e m a d r a d n a t S s h T i . n o i t a s i l a t i p a c r o f e b g i l i l e s t s o c i g n w o r r o b - i s t s o C g n w o r r o B 3 2 1 B S A A . y t i u q e s a d e i f i s s a c l l y s u o v e r p i - s t n e m e g n a r r A i t n o J 1 1 B S A A d n a i s n o i t a n b m o C s s e n s u B 3 B S A A i   : n i s t n e m e r i u q e r i n a t r e c y f i r a c l s t n e m d n e m a e h T . 8 2 1 B S A A n i s t n e m e r i u q e r t n e m r i a p m i t i n o J t d n a s e a c o s s A i g n i t n u o c c A n a i l a r t s u A – 5 1 0 2 s t n e m e v o r p m I l a u n n A – s d r a d n a S t o t s t n e m d n e m A l e c y C 7 1 0 2 n a i l a r t s u A s e r u n e V t 1 - 8 1 0 2 B S A A o t s t n e m d n e m A 6 - 7 1 0 2 B S A A l y u J 1 0 2 0 2 0 4 | e g a P r i a f e h t f o l l a y l l a i t n a t s b u s , e t a d n o i t c a s n a r t e h t t a , f i ’ s s e n s u b i ‘ a e t u t i t s n o c t o n s e o d i n o i t i s u q c a e h T r a l i m s i f o p u o r g r o t e s s a l e b a i f i t n e d i l e g n s i a n i d e t a r t n e c n o c s i d e r i u q c a s t e s s a s s o r g e h t f o e u a v l . s t e s s a e b a i f i t n e d l i i e s w r e h t o l d u o w t a h t s t e s s a l i a c n a n i f l r a u c i t r a p e m o c n i i e v s n e h e r p m o c r e h t o h g u o r h t e u a v l r i a f r o g n i t n u o c c A n a i l a r t s u A a f o o t t a , e d u c n l i t s u m s t e s s a d n a s e i t i v i t c a f o t e s d e r i u q c a n a , s s e n s u b i a d e r e d s n o c i e b o T n o i t a e r c e h t o t e t u b i r t n o c n a c r e h t e g o t t a h t s s e c o r p e v i t n a t s b u s a d n a t u p n i n a , m u m n m i i d e d e e n s e s s e c o r p d n a s t u p n i e h t l l a r o f y r a s s e c e n e b t o n l d u o w t i t a h t s n a e m s h T i . s t u p t u o i s s e n s u b a e b o t s t e s s a d n a s e i t i v i t c a f o t e s e h t r o f d e r i u q c a e b o t s t u p t u o e t a e r c i s t n a p c i t r a p t e k r a m f i s s e n s u b i a s i s t e s s a d n a s e i t i v i t c a f o t e s a t a h t t n e m e t a t s e h t i g n v o m e R . s t u p t u o e c u d o r p o t e u n i t n o c d n a s t n e m e e l i i g n s s m e h t e c a p e r l n a c d n a s r e m o t s u c o t i d e d v o r p i s e c v r e s d n a s d o o g n o s u c o f o t ’ s t u p t u o ‘ f o n o i t i n i f e d e h t i g n s v e R i . s t s o c e c u d e r o t y t i l i b a e h t o t e c n e r e f e r e h t i g n v o m e r    0 2 0 2 n i i d e s n g o c e r e b l d u o h s n o i t i n g o c e r e d n i t l u s e r t o n o d t a h t s e i t i l i b a i l l i a c n a n i f f o s n o i t a c i f i d o m n o o t s t n e m d n e m A – . s s o l r o t i f o r p 3 B S A A : s s e n s u b i a f o n o i t i n i f e d e h t f o n o i t a c i f i r a c e h t l s e s o p o r p t n e m d n e m a e h T t a h t t e e m t o n o d t u b t s e r e t n i d n a l i a p c n i r p f o s t n e m y a p l y e o s l e r a t a h t s w o l f h s a c l a u t c a r t n o c e v a h – s d r a d n a S t h c u s , s n o i t i d n o c r e h t o g n i t e e m o t j t c e b u s s i i s h T . e r u t a e f t n e m y a p e r p a f o t l u s e r a s a l y n o n o i t i d n o c s e r u t a e F t n e m y a p e r P y r a u n a J 1 i g n s i r a s e s s o l i d n a s n a g , 9 B S A A r e d n u , t a h t n o s u c n o C l i r o f i s s a B e h t n i l l s e i f i r a c o s a d r a d n a t S e h T i g n s i r a s e s s o l i d n a s n a g , 9 B S A A r e d n u , t a h t n o s u c n o C l i r o f i s s a B e h t n i l l s e i f i r a c o s a d r a d n a t S e h T . s s o l r o t i f o r p h g u o r h t e u a v l r i a f t a d e r u s a e m e b d u o w l n i i d e s n g o c e r e b l d u o h s n o i t i n g o c e r e d n i t l u s e r t o n o d t a h t s e i t i l i b a i l l i a c n a n i f f o s n o i t a c i f i d o m n o s s o l r o t i f o r p s t e s s a l i a c n a n i f e h t i , e s w r e h t O . t e s s a l i a c n a n i f e h t o t t n a v e e r l l e d o m s s e n s u b i e h t f o e r u t a n e h t s a n o i t a s n e p m o C e v i t a g e N h t i w i s s e n s u b a f o n o i t i n i f e D 6 - 8 1 0 2 B S A A 42 Agrimin Limited Annual Report 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS n o i t a c i l p p A n o i t a c i l p p A y r a m m u S e l t i T t n e m e c n u o n o r P I I S T N E M E T A T S L A C N A N F D E T A D L O S N O C E H T O T S E T O N I r o f e t a d p u o r g l y u J 1 0 2 0 2 0 2 0 2 e h t s s o r c a ’ l a i r e t a m ‘ f o n o i t i n i f e d e h t n g i l a o t s r o r r E d n a s e t a m i t s E g n i t n u o c c A n i s e g n a h C , s e c i i l o P B S A A o t s t n e m d n e m A ( e t a d d r a d n a t s f o y r a u n a J 1 g n i t n u o c c A 8 0 1 B S A A d n a s t n e m e t a t S l i a c n a n F i f o n o i t a t n e s e r P 1 0 1 B S A A s d n e m a d r a d n a t S s h T i l a i r e t a M f o n o i t i n i f e D 7 - 8 1 0 2 B S A A f o t x e t n o c e h t n i l a i r e t a m s i , n o i t a m r o f n i r e h t o h t i w n o i t a n b m o c i n i r o y l l i a u d v d n i i r e h t i e , n o i t a m r o f n i e h t r e h t e h w s s e s s a o t d e e n l l i w y t i t n e n A . n o i t a m r o f n i f o e d u t i n g a m r o e r u t a n e h t n o d n e p e d l l i w y t i l a i r e t a m t a h t y f i r a c l s t n e m d n e m a e h T . n o i t i n i f e d e h t f o s t c e p s a n a t r e c i l y f i r a c o t d n a s d r a d n a t s ) 8 0 1 B S A A d n a 1 0 1 l y u J 1 0 2 0 2 y r a u n a J 1 0 2 0 2 1 4 | e g a P l d e t c e p x e e b y b a n o s a e r d u o c l t i f i l a i r e t a m s i n o i t a m r o f n i f o t n e m e t a t s s m A i . s t n e m e t a t s l i a c n a n i f e h t . s r e s u y r a m i r p e h t i y b e d a m s n o s c e d e c n e u l f n i i o t i d n a s n o i t i n i f e d d e t a d p u s e d v o r p , s t p e c n o c w e n e m o s s e d u c n l i k r o w e m a r F l a u t p e c n o C d e s v e r e h T i k r o w e m a r F l a u t p e c n o C . s t p e c n o c t n a t r o p m i e m o s s e i f i r a c l d n a s e i t i l i b a i l d n a s t e s s a r o f a i r e t i r c n o i t i n g o c e r g n i t r o p e R l i a c n a n F i r o f l a u t p e c n o C k r o w e m a r F , d e u s s i l n e e b o s a s a h s d r a d n a t S S R F I n i k r o w e m a r F l a u t p e c n o C e h t o t s e c n e r e f e R o t s t n e m d n e m A s d r a d n a t s i g n d n e m a t n a v e e r l d n a 1 - 9 1 0 2 B S A A d e s v e r i e h t o t s e c n e r e f e r e t a d p u o t r e d r o n i s d r a d n a t s d e t c e f f a o t s t n e m d n e m a e h t t u o s t e s i h c h w f o n o i t a c i l p p a e h t t c e f f a y a m k r o w e m a r F l a u t p e c n o C e h t o t s e g n a h c e h T . k r o w e m a r F l a u t p e c n o C f e i l e r , n o i t i d d a n I . t n e v e r o n o i t c a s n a r t l r a u c i t r a p a o t s e i l p p a d r a d n a t s o n e r e h w s n o i t a u t i s n i S R F I t n u o c c a y r o t a u g e r l r o f s e c i i l o p g n i t n u o c c a i g n p o e v e d l d n a 3 S R F I i g n y p p a l n i i d e d v o r p n e e b s a h a d n a t e s s a n a f o s n o i t i n i f e d e h t l y p p a o t e u n i t n o c t s u m s e i t i t n e t a h t h c u s , 8 S A I g n s u i s e c n a a b l e h t n i s n o i t i n i f e d e h t t o n d n a , k r o w e m a r F l a u t p e c n o C 0 1 0 2 e h t n i ) s t p e c n o c g n i t r o p p u s d n a ( y t i l i b a i l . k r o w e m a r F l a u t p e c n o C d e s v e r i Agrimin Limited Annual Report 2019 43 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (d) Going concern This consolidated financial statements have been prepared on the going concern basis, which assumes continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business. The Directors believe that the Group has sufficient cash resources to allow it to meet its minimum exploration expenditure commitments on existing tenements and continue its activities designed to advance the 100% owned Mackay Potash Project of the Group and operate corporately for at least the next 12 months. For this reason, these consolidated financial statements are prepared on a going concern basis. In the longer term, the development of economically recoverable mineral deposits found on the Group’s existing exploration licences or future exploration licences depends on the ability of the Group to obtain financing through equity financing, debt financing or other means. If the Group’s exploration and evaluation activities are ultimately successful, additional funds will be required to develop the Group’s mineral deposits and place them into commercial production. The main source of future funds presently available to the Group is the raising of equity capital by the Group. The ability to arrange such funding in the future will depend in part upon the prevailing capital market conditions as well as the business performance of the Group and its exploration and evaluation results. The Group has no source of operating cash inflows other than interest income and funds sourced through capital raising activities. At 30 June 2019, the Group has cash and cash equivalents totalling $5,710,460 (2018: $5,931,474) and net working capital (current assets less current liabilities) of $3,983,707 (2018: $5,074,341). The Company successfully completed a capital raising of $8,250,000 (before costs) via a placement to institutional and sophisticated investors in September 2019. The placement included 15,000,000 ordinary shares to be issued at a price of $0.55 per share. On 20 September 2019, the Company issued 14,710,000 of these ordinary shares. The remainder of 290,000 ordinary shares are to be issued to two directors subject to shareholder approval to be sought at the Company’s Annual General Meeting. Refer to note 24. (e) Principles of consolidation Subsidiaries are entities controlled by the Group. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities if the entity. The financial statements of the subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. They are deconsolidated from the date that control ceases. The acquisition method of accounting is used to account for business combinations by the Group. Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. (f) Segment reporting Operating segments are reported in a manner that is consistent with the internal reporting provided to the chief operating decision maker, which has been identified by the Group as the Chief Executive Officer and other members of the Board of Directors. The Group operates only in one reportable segment being predominantly in the area of mineral exploration and evaluation in Western Australia. (g) Estimates and assumptions The preparation of these financial statements require the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are: (i) Recoverability of capitalised exploration and evaluation expenditure and pre-license exploration expenditure The future recoverability of capitalised exploration expenditure and pre-license exploration expenditure is dependent on a number of factors, including whether the Group decides to exploit the related lease itself or, if not, whether it successfully recovers the related exploration and evaluation asset and pre-license exploration expenditure through sale. 44 Agrimin Limited Annual Report 2019 Page | 42 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Factors that could impact the future recoverability include the level of reserves and resources, future technological changes which could impact the cost of mining, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices. To the extent that capitalised exploration and evaluation expenditure and pre-license exploration expenditure is determined not to be recoverable in the future, profits and net assets will be reduced in the period in which this determination is made. In addition, exploration and evaluation is capitalised if activities in the area of interest have not yet reached a stage that permits a reasonable assessment of the existence or otherwise of economically recoverable reserves. To the extent it is determined in the future that this capitalised expenditure should be written off, profits and net assets will be reduced in the period in which this determination is made. (ii) Provision for rehabilitation The Group records the present value of estimated costs of legal and constructive obligations to restore operating locations in the period in which the obligation is incurred. The nature of restoration activities includes dismantling and removing structures, rehabilitating mines, dismantling operating facilities, closure of plant and waste sites and restoration, reclamation and revegetation of affected areas. In determining an appropriate level of provision, consideration is given to the expected future costs to be incurred and timing of these expected future costs. The ultimate cost of decommissioning and restoration is uncertain and costs can vary in response to many factors including changes to the relevant legal requirements, the emergence of new restoration techniques or experience at other similar mine-sites. The expected timing of expenditure can also change, for example in response to changes in reserves or to production rates. Changes to any of the estimates are applied prospectively by recognising an adjustment to the rehabilitation liability. (h) Determination of fair values A number of the Group’s accounting policies and disclosures require the determination of fair value for both financial and non-financial assets and liabilities. When measuring fair value of an asset or liability, the Group uses market observable data as far as possible. The fair value of an asset or liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non- financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in the highest and best use or by selling it to another market participant that would use the asset in its highest and best use. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:    Level 1 – quoted (unadjusted) market price in active markets for identical assets or liabilities; Level 2 – valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable; and Level 3 – valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. If the inputs used to measure the fair value of an asset or liability might be categorised in different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. (i) Finance income and finance costs Finance income comprises interest income on funds invested. Interest income is recognised as it accrues in profit or loss, using the effective interest method which is the rate that exactly discounts estimated future cash receipts over the expected life of the financial asset to the gross carrying amount of the financial asset. Finance costs comprise of interest expense on lease liabilities and the unwinding of the discount on provisions. Page | 43 Agrimin Limited Annual Report 2019 45 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (j) Income Tax Income tax expense comprises current and deferred tax. Current and deferred taxes are recognised in profit or loss except to the extent that they relate to a business combination, or items recognised directly in equity, or in other comprehensive income. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. (i) Deferred Tax Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognised for taxable temporary differences arising on the recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. The Company and its wholly-owned Australian resident entities are part of a tax-consolidated group. All members of the tax- consolidated group are taxed as a single entity. The head company within the tax-consolidated group is Agrimin Limited. (k) Leases Leases where the Group, as lessee, has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease’s inception at the fair value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in other short- term and long-term payables. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases is accounted for in accordance with the accounting policy applicable to these assets. Leases where a significant portion of the risks and rewards of ownership are not transferred to the Group as lessee are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease. (l) Impairment of non-financial assets Assets are reviewed for impairment at each reporting date to determine if events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are consolidated at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets (cash-generating units). Non-financial assets other than goodwill that have been impaired are reviewed for possible reversal of the impairment at each reporting date. (m) Cash and cash equivalents Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short term highly liquid investments with original maturities of six months or less. 46 Agrimin Limited Annual Report 2019 Page | 44 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (n) Exploration deposits Exploration deposits represent annual tenement rents paid to the Western Australian Department of Mines Industry Regulations and Safety (DMIRS) in advance when application for tenements was made during the year. These amounts are held in trust by the DMIRS pending the grant of the tenements and are refundable of for any reason the tenements do not get granted. (o) Exploration and evaluation assets Exploration and evaluation costs are capitalised as exploration and evaluation assets on an area of interest basis. Such costs comprise net direct costs, research and development expenditure and an appropriate portion of related overhead expenditure, but do not include general overheads or administrative expenditure not having a specific connection with a particular area of interest. Costs incurred before the Group has obtained the legal right to explore an area of interest are recognised in profit or loss. An exploration and evaluation asset is only recognised if the right to the area of interest is current and either:   the expenditure is expected to be recouped through successful development and exploitation of an area of interest, or by its sale; or activities in the area of interest have not, at the reporting date, reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in or in relation to the area of interest are continuing. Accumulated costs in respect of areas of interest are recognised in profit or loss when the above criteria do not apply or when the directors assess that the carrying value may exceed the recoverable amount. Once a development decision has been taken, all past and future exploration and evaluation expenditure in respect of the area of interest is aggregated within costs of development. The aggregated cost is first tested for impairment and then reclassified from exploration and evaluation assets to mining property and development assets within property, plant and equipment. The costs of a productive area are amortised over the life of the area of interest to which such costs relate on the production output basis. Exploration and evaluation assets are assessed for impairment if sufficient data exists to determine technical feasibility and commercial viability, and facts and circumstances suggest that the carrying amount of the asset exceeds the recoverable amount. Such indicators of impairment include the following:     the right to explore 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 and evaluation in the specific area has 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; or sufficient data exists to indicate that the carrying amount of the asset is unlikely to be recovered in full from successful development or by sale even if development in the specific area is likely to proceed. For the purpose of impairment testing, exploration and evaluation assets are allocated to cash-generating units consistent with exploration activity. The cash generating units are not larger than the areas of interest. (p) Property, plant and equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. The gain or loss on disposal of an item of property, plant and equipment is determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and is recognised net within other income/other expenses in profit or loss. Page | 45 Agrimin Limited Annual Report 2019 47 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (i) Property, plant and equipment – Depreciation Depreciation is calculated over the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value. Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. The estimated useful lives for the current and prior period are as follows:   plant and equipment office furniture and equipment 5 – 10 years 3 – 5 years Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. (q) Other assets Pre-license exploration expenditure, which includes the purchase of exploration data or analysis from third parties where the related exploration license is yet to be granted, is brought to account as an asset at its cost of acquisition if it gives rise to proprietary information that the entity can control. (r) Employee benefits Employee benefits are expensed in the profit or loss and provisions are made for benefits accumulated as a result of employee rendering services up to the reporting date. These benefits include wages and salaries, annual leave, long service leave and related on costs such as superannuation, worker’s compensation and payroll tax. The Group’s superannuation is a defined contribution plan under which fixed contributions are made to a superannuation fund with no further legal or constructive obligation to pay. A liability is recognised for the amount expected to be paid under short-term cash bonus plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. Liabilities expected to be settled within twelve months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled. All other employee benefits are measured as the present value of the estimated future cash outflows to be made in respect of services provided by employees up to the reporting date, discounted using market yield at the reporting date based on high quality Australian corporate bonds with terms to maturity and currencies that match as close as possible to the estimated future cash outflows. (i) Share-based payment transactions The grant date fair value of share-based payment awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. The amount recognised as an expense is adjusted to reflect the actual number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the related service and non-market vesting conditions at the vesting date. (s) Rehabilitation provision The Group records the present value of estimated costs of legal and constructive obligations to restore operating locations in the period in which the obligation is incurred as a result of past events. The nature of restoration activities includes dismantling and removing structures, rehabilitating mines, dismantling operating facilities, closure of plant and waste sites and restoration, reclamation and revegetation of affected areas. When the liability is initially recognised, the present value of the estimated cost is capitalised by increasing the carrying amount of the related mining assets. Over time, the discounted liability is increased for the change in present value based on the discount rates that reflect current market assessments and the risks specific to the liability. The periodic unwinding of the discount is recognised in the statement of profit or loss and other comprehensive income as a finance cost. Additional disturbances or changes in rehabilitation costs are recognised as additions or charges to the corresponding asset and rehabilitation liability when they occur. 48 Agrimin Limited Annual Report 2019 Page | 46 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (t) Issued capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown as equity as a reduction of the share proceeds received. (u) Share based payments The Group provides benefits to employees (including Directors) and other non-employees of the Group in the form of share- based payment transactions, whereby employees and consultants render services in exchange for shares or rights over shares (equity-settled transactions). The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (vesting date). The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects:   the extent to which the vesting period has expired; and the number of awards that, in the opinion of the Directors of the Group, will ultimately vest. This opinion is formed based on the best available information at balance date. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition. Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award; and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award. (v) Earnings per share The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year, adjusted for own shares held. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares, which comprise share options and performance rights granted to employees and agents of the Group. (w) Research and development The Group undertakes expenditure on activities that are categorised as eligible expenditure under the Research & Development Tax Concession which is dependent upon certain criteria and may be subject to a tax offset. Such government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. Under AASB 120, where a tax offset has been received or receivable in cash, the Group accounts for the tax offset as follows:  Where a grant is received or receivable in relation to research and development costs which have been capitalised, the tax offset shall be deducted from the carrying value of the asset. All other grants received or receivable are recognised as income in the profit and loss. (x) Goods and services tax Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the Australian Taxation Office (ATO) is included as a current asset or liability in the statement of financial position. Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows. Page | 47 Agrimin Limited Annual Report 2019 49 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 3. ADMINISTRATIVE EXPENSES Fees, salaries and benefits External professional fees Travel and accommodation expenses Office rent and outgoings ASX fees Subscriptions and licencing expenses Insurance expenses Depreciation expenses Other administrative expenses 4. INCOME TAX 2019 $ 2018 $ 899,572 352,113 349,468 98,327 53,994 40,017 33,318 18,428 594,610 143,856 213,634 59,865 45,473 97,205 23,172 6,122 194,253 202,987 2,039,490 1,386,924 2019 $ 2018 $ Reconciliation between tax expense and pre-tax accounting loss Loss for the year (1,794,598) (1,192,684) Income tax using the Company’s domestic tax rate 30% (2018: 30%) (538,379) (327,988) Non-deductible expenses Changes in unrecognised temporary difference Income tax expense - - (538,379) (327,988) - - 2019 $ 2018 $ Unrecognised deferred tax asset Deferred tax asset calculated at 30% (2018: 30%) have not been recognised in respect to the following items: Deductible temporary differences Tax losses carried forward Tax losses and temporary differences brought to account to reduce the provision for deferred tax liabilities 475,867 215,944 7,373,908 4,198,153 (6,679,889) (3,152,470) 1,169,886 1,261,627 The deductible temporary differences and tax losses do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profits will be available against which the Group can utilise the benefits there from. 50 Agrimin Limited Annual Report 2019 Page | 48 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 4. INCOME TAX (CONTINUED) Provision for deferred tax liability Deferred tax liability comprises the estimated expense at the applicable rate of 30% (2018: 30%) on the following items: Exploration and evaluation assets Other assets Prepayments and accrued income Deferred tax asset attributable to tax losses and temporary differences brought to account to reduce the provision for deferred income tax 5. CASH AND CASH EQUIVALENTS Cash and bank balances Short term deposits 2019 $ 2018 $ 6,456,947 3,133,851 204,000 18,942 - 18,619 (6,679,889) (3,152,470) - - 2019 $ 2018 $ 806,460 4,904,000 5,710,460 879,474 5,052,000 5,931,474 Cash at bank earns interest at floating rates based on daily bank deposit rates. Short term deposits are made for varying periods of between one day to six months. 6. OTHER RECEIVABLES Net tax receivable (GST) Accrued interest Security deposit Other receivables 2019 $ 2018 $ 179,233 17,288 22,947 2,500 121,146 11,512 9,959 - 221,968 142,617 Agrimin Limited Annual Report 2019 Page | 49 51 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 7. EXPLORATION AND EVALUATION ASSETS Opening balance Additions Refundable research and development grant 2019 $ 2018 $ 12,248,323 12,302,368 (2,008,829) 5,319,269 7,636,236 (707,182) 22,541,862 12,248,323 The carrying amount of the exploration and evaluation assets at 30 June 2019 relates to the exploration capitalised on the Mackay Potash Project. This includes $840,000 (2018: Nil) attributable to the issue of 1,000,000 shares to Tjamu Tjamu (Aboriginal Corporation). The shares were valued at 10 August 2018, the date contractual terms were satisfied using the Group’s share price of $0.84 per share which differs to issue date of 25 September 2018. During the period, the Group reclassified $700,000 to exploration and evaluation assets for exploration data acquired in the financial year ended 30 June 2018 which was previously treated as other non-current asset in accordance with the Group’s pre-license exploration accounting policy. This reclassification resulted from the granting of tenements in July 2018. At 30 June 2019, the Group assessed the carry amount of the assets for impairment. No impairment triggers were present (2018: Nil). 8. PROPERTY, PLANT AND EQUIPMENT At cost Accumulated depreciation Movement in carrying amounts Opening balance Additions Depreciation 9. OTHER ASSETS 2019 $ 2018 $ 111,028 (35,279) 75,749 13,756 80,421 (18,428) 75,749 30,608 (16,852) 13,756 19,878 - (6,122) 13,756 On 18 December 2018, the Company announced that it agreed to the future issue of 1,000,000 ordinary shares to Potash Global Limited for services related to the facilitation of Exploration Licence applications covering areas across Percival Lakes and Lake Auld within Western Australia. The shares have been valued at 12 December 2018, being the date which the agreement was reached between the parties using the Group’s share price of $0.68 per share. The shares will be issued upon the earlier of the granting of the applications or 12 December 2019. The fair value of the future issue in shares will be transferred into the exploration and evaluation asset upon allocation of the shares. The applications were still outstanding at 30 June 2019. 52 Agrimin Limited Annual Report 2019 Page | 50 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 10. TRADE AND OTHER PAYABLES Trade payables Accrued expenses Other payables 11. NON-CURRENT PROVISIONS Provision for rehabilitation Opening balance Provisions made during the period 2019 $ 2018 $ 1,324,306 580,744 118,560 739,057 260,583 111,368 2,023,610 1,111,008 2019 $ 2018 $ 784,243 98,737 882,980 - 784,243 784,243 During the period, the Group assessed its legal and constructive obligation to restore the operating location to its original condition and as a result the estimated costs of rehabilitation has increased by $98,737 to $882,980 (2018: $784,243). 12. SHARE CAPITAL Share Capital Fully paid ordinary shares Balance at 1 July 2018 Issue of fully paid ordinary shares at $0.80 Issue of fully paid ordinary shares at $0.84 Less share issue costs Balance at 30 June 2019 Issued Capital Balance at 1 July 2017 Issued on exercise of options Less share issue costs Balance at 30 June 2018 2019 Number $ 157,118,112 36,616,486 12,500,000 10,000,000 1,000,000 - 840,000 (510,601) 170,618,112 46,945,885 2018 Number $ 156,118,112 36,469,022 1,000,000 - 150,000 (2,536) 157,118,112 36,616,486 Page | 51 Agrimin Limited Annual Report 2019 53 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Ordinary Shares All issued shares are fully paid. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with regards to the Company’s residual assets. 13. RESERVES Opening balance Future issue of 1,000,000 shares to Potash Global Limited 2019 $ 2018 $ 351,080 680,000 351,080 - 1,031,080 351,080 On 18 December 2018, the Company announced that it agreed to the future issue of 1,000,000 ordinary shares to Potash Global Limited for services related to the facilitation of Exploration Licence applications covering areas across Percival Lakes and Lake Auld within Western Australia. The shares have been valued at 12 December 2018, being the date which the agreement was reached between the parties using the Group’s share price of $0.68 per share. The shares will be issued upon the earlier of the granting of the applications or 12 December 2019. The applications were still outstanding at 30 June 2019. 14. SHARE BASED PAYMENTS Performance Rights Plan At a general meeting held on 31 July 2014, shareholders approved the establishment of the Agrimin Limited Performance Rights Plan 2014 (Plan). At a general meeting held on 15 September 2017, the Company obtained approval for the renewal of the Plan in accordance with the requirements of ASX Listing Rules. The purpose of the Plan was to incentivise and retain existing key management personnel and other eligible employees needed to achieve the Company's business objectives. The issuance of Performance Rights under the Plan is at the discretion of the Board. Upon the prescribed performance conditions attached to the Performance Rights being met, will result in the issue of one ordinary Share in the Company for each Performance Right. At balance date the Group had 8,000,000 performance rights outstanding (2018: 8,000,000). The grant date fair value of the performance rights ranges between $0.51 to $0.84 per right. Due to the effect of the above non-market condition, no share based payment expense has been recognised at 30 June 2019 (2018: Nil). Other Share Based Payments Other share based payments consist of the future issue of 1,000,000 ordinary shares to Potash Global Limied. Refer to note 13. 54 Agrimin Limited Annual Report 2019 Page | 52 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 15. STATEMENT OF CASH FLOWS (a) Reconciliation of cash flows from operating activities Loss for the year Non-cash items: Deprecation Change in operating assets and liabilities Decrease/(increase) in other receivables Decrease/(increase) in prepayments Increase/(decrease) in trade and other payables Increase/(decrease) in provisions 2019 $ 2018 $ (1,794,598) (1,192,684) 18,428 6,122 (79,351) (31,533) 262,734 22,422 (10,828) (3,039) 190,165 12,678 (1,601,898) (997,586) (b) Non-cash financing and investing activities There was $680,000 (2018: Nil) of non-cash investing activities for the year ended 30 June 2019. Refer to note 9. 16. EARNINGS PER SHARE (a) Reconciliation of loss Loss attributable to the owners of the Company used to calculate basic and diluted loss per share 1,794,598 1,192,684 2019 $ 2018 $ (b) Weighted average number of ordinary shares used as the denominator Weighted average number of ordinary shares used as the denominator in calculating basic and diluted loss per share 170,037,290 156,244,139 2019 2018 There were no unlisted options outstanding at balance date (2018: Nil). There were 8,000,000 performance rights (2018: 8,000,000) as at balance date. These have been excluded from the weighted average number of ordinary shares calculation as their effect would have been anti-dilutive. As a result, the diluted EPS is equal to the basic EPS. Page | 53 Agrimin Limited Annual Report 2019 55 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 17. COMMITMENTS (a) Exploration commitments As a condition of retaining right to explore its mining tenements, the Group is required to pay an annual rental and incur a minimum level of expenditure for each tenement. Outstanding exploration commitments are as follows: Exploration Commitment Less than one year Between one and five years 2019 $ 2018 $ 2,086,183 10,464,778 12,550,961 1,427,172 6,640,803 8,067,975 The Group has no expenditure commitments on mining tenements which have not been granted. (b) Lease commitments Lease commitments: Group as Lessee Operating leases (non-cancellable): Less than one year Between one and five years 2019 $ 2018 $ 111,335 294,794 406,129 46,706 27,521 74,227 The Group has operating leases for office accommodation and office equipment. The Group’s office accommodation rental has increased resulting from the change in sub-tenant arrangement and revision of lease term. 18. CONTINGENCIES The Group had no contingent assets or liabilities at reporting date (2018: Nil). 19. FINANCIAL RISK MANAGEMENT The Group’s activities expose it to market, liquidity and credit risks arising from its financial instruments. The Group’s management of financial risk is aimed at ensuring net cash flows are sufficient to meet all its financial commitments and maintain the capacity to fund its exploration and evaluation activities, which primarily relate to the Mackay Potash Project. The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. Management monitors and manages the financial risks relating to the operations of the Group through regular reviews of risk. Market (including interest rate risk), liquidity and credit risks arise in the normal course of business. These risks are managed under Board approved treasury processes and transactions. The principal financial instruments as at reporting date include cash, other receivables, exploration deposits and payables. This note presents information about exposures to the above risks, the objectives, policies and processes for measuring and managing risk, and the management of capital. 56 Agrimin Limited Annual Report 2019 Page | 54 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (a) Market risk – Interest rate risk The Group is exposed to movements in market interest rates on cash. The Group’s policy is to monitor the interest rate yield curve out to six months to ensure a balance is maintained between liquidity of cash assets and the interest rate return. The entire cash balance for the Group $5,710,460 (2018: $5,931,474) is subject to interest rate risk. The interest rate profile of the Group’s interest-bearing financial instruments at the reporting date was: Fixed rate instrument Term deposits (cash and cash equivalents) Security deposits (other receivables) Variable rate instrument Cash and cash equivalents Sensitivity Analysis 2019 $ 2018 $ 4,904,000 22,947 4,926,947 5,052,000 9,959 5,061,959 806,460 806,460 879,474 879,474 At 30 June 2019, if the interest rates had changed by -/+ 100 basis points from the weighted average rate for the period with all other variables held constant, post tax loss for the Group would have been $8,065 higher/lower (2018: $8,794) as a result of the lower/higher interest income from cash and cash equivalents. The sensitivity analysis performed was based on rates available to the Group which management have assessed as being reasonable. (b) Liquidity risk The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and ensuring sufficient cash and marketable securities are available to meet the current and future commitments of the Group. Due to the nature of the Group’s activities, being mineral exploration and evaluation, the Group does not have ready access to credit facilities, with the primary source of funding being equity raisings. The Board of Directors constantly monitors the state of equity markets in conjunction with the Group’s current and future funding requirements, with a view to initiating appropriate capital raisings as required. The financial liabilities of the Group are confined to trade and other payables which are non-interest bearing and due within 12 months of the reporting date. (c) Credit risk Exposure to credit risk The carrying amount of financial assets represent the maximum credit exposure. The maximum exposure to credit risk at the reporting date was: Cash and cash equivalents Other receivables(i) Exploration deposits (i) Excludes net GST receivable. 2019 $ 2018 $ 5,710,460 5,931,474 42,735 173,878 21,471 148,607 5,927,073 6,101,552 Page | 55 Agrimin Limited Annual Report 2019 57 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The Group’s significant concentration of credit risk is cash, which is held with major Australian Banks with Aa3 credit rating and accordingly the credit risk exposure is minimal. Exploration deposits are held by the Western Australian Department of Mines Industry Regulations and Safety (DMIRS) a reputable government institution. (d) Fair values Set out below is an overview of financial instruments, other than cash and cash equivalents, held by the group at 30 June 2019 and 2018: Financial Assets Other receivables Exploration deposits Financial Liabilities Trade and other payables 2019 Carrying amount / Fair Value $ 2018 Carrying amount / Fair Value $ 221,968 173,878 395,846 142,617 148,607 291,224 2,023,610 2,023,610 1,111,008 1,111,008 The current term deposits, receivables and payables carrying values approximate their fair values due to the short-term maturities of these instruments. The fair value of the assets and liabilities included in the table above are a level 2 in accordance with the fair value hierarchy (2018: Level 2). There were no transfers between Level 1 and Level 2 and no transfers into and out of Level 3 fair value measurements. The Level 2 assets are measured at discounted cashflows. (e) Capital management The Board’s policy is to preserve a strong capital base and maintain investor and equity market confidence in order to sustain the Group’s exploration and evaluation activities and supporting functions. There were no changes in the Group’s approach to capital management during the year. 20. RELATED PARTY TRANSACTIONS (a) Key management personnel compensation Short-term benefits Post-employment superannuation benefit Other long term benefits 2019 $ 2018 $ 612,100 50,550 26,153 688,803 624,538 50,211 18,765 693,514 (b) Transactions with directors, director related entities and other related parties During the period $74,000 of fees were paid to Lexcon Services Pty Ltd (2018: $96,000) and $6,000 was payable for professional services provided by Mr Pismiris as Non-Executive Director and Company Secretary (2018: Nil). Services provided by Lexcon Services Pty Ltd were at terms equivalent to those that prevail in arm’s length transactions. 58 Agrimin Limited Annual Report 2019 Page | 56 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 21. SUBSIDIARIES Interest in subsidiaries The consolidated financial statements incorporate the assets and liabilities and results of the following subsidiaries in accordance with accounting policy: Name Agrimin Potash Pty Ltd Agrimin Metals Pty Ltd Principal Activities Mineral Exploration Mineral Exploration Country of Incorporation Australia Australia The proportion of ownership interest is equal to the proportion of voting power held. 22. PARENT ENTITY INFORMATION Equity Holding 2019 % 100% 100% 2018 % 100% 100% The following information relates to the parent entity, Agrimin Limited. The information presented here has been prepared using accounting policies consistent with those presented in note 2. Current assets Non-current assets Total Assets Current liabilities Non-current liabilities Total liabilities Share capital Reserves Accumulated losses Total Equity Loss for the year Total comprehensive loss for the year 2019 $ 2018 $ 5,968,063 77,749 6,045,812 1,971,327 - 1,971,327 6,070,328 12,386,399 18,456,727 1,204,550 - 1,204,550 46,105,885 351,080 (42,382,480) 4,074,485 36,616,486 351,080 (19,715,389) 17,252,177 (22,723,329) (22,723,329) (1,192,684) (1,192,684) The carrying amount of all financial instruments is approximate to their fair values at 30 June 2019 and 2018. Page | 57 Agrimin Limited Annual Report 2019 59 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 23. REMUNERATION OF AUDITORS During the year, the following fees were paid or payable provided by the auditor of the Company, its related practices and non-related audit firms: (a) Audit services Ernst and Young KPMG (b) Non-audit services Ernst and Young – taxation services Ernst and Young – research and development taxation services KPMG – taxation services 2019 $ 2018 $ 34,500 - 34,500 10,000 50,000 - 60,000 - 40,000 40,000 - - 8,900 8,900 24. EVENTS AFTER BALANCE DATE The Company successfully completed a capital raising of $8,250,000 (before costs) via a placement to institutional and sophisticated investors in September 2019. The placement included 15,000,000 ordinary shares to be issued at a price of $0.55 per share. On 20 September 2019, the Company issued 14,710,000 of these ordinary shares. The remainder of 290,000 ordinary shares are to be issued to two directors subject to shareholder approval to be sought at the Company’s Annual General Meeting. 60 Agrimin Limited Annual Report 2019 Page | 58 DIRECTORS’ DECLARATION DIRECTORS’ DECLARATION In the opinion of the directors of Agrimin Limited (‘the Company’): 1. the financial statements and notes set out on pages 32 to 60 are in accordance with the Corporations Act 2001, including: (a) complying with Accounting Standards and the Corporations Regulations 2001; and (b) giving a true and fair view of the Group’s financial position as at 30 June 2019 and of its performance for the year ended on that date; 2. 3. the financial statements and notes also comply with International Financial Reporting Standards as disclosed in note 2; there are reasonable grounds to believe that the Company will be able to pay debts as and when they become due and payable; and The directors have been given the declarations by the Chief Executive Officer and Company Secretary required by section 295A of the Corporations Act 2001. Signed in accordance with a resolution of the directors. Mark Savich Chief Executive Officer and Executive Director Perth 25 September 2019 Agrimin Limited Annual Report 2019 61 INDEPENDENT AUDITOR’S REPORT Ernst & Young 11 Mounts Bay Road Perth WA 6000 Australia GPO Box M939 Perth WA 6843 Tel: +61 8 9429 2222 Fax: +61 8 9429 2436 ey.com/au Independent auditor's report to the members of Agrimin Limited Report on the audit of the financial report Opinion We have audited the financial report of Agrimin Limited (the Company) and its subsidiaries (collectively the Group), which comprises the consolidated statement of financial position as at 30 June 2019, the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, 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: a) b) giving a true and fair view of the consolidated financial position of the Group as at 30 June 2019 and of its consolidated financial performance for the year ended on that date; and 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. Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial report of the current year. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context. We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial report. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial report. A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation PD:KG:AGRIMIN:006 62 Agrimin Limited Annual Report 2019 INDEPENDENT AUDITOR’S REPORT 1. Carrying value of capitalised exploration and evaluation assets Why significant How our audit addressed the key audit matter At 30 June 2019 the Group held capitalised exploration and evaluation assets of $22.5 million, representing 77% of the Group’s total assets. The carrying value of capitalised exploration and evaluation assets is assessed for impairment by the Group when facts and circumstances indicate that this capitalised expenditure may exceed its recoverable amount. The determination as to whether there are any indicators to require capitalised exploration and evaluation assets to be assessed for impairment, involves a number of judgments including whether the Group has tenure, will be able to perform ongoing expenditure and whether there is sufficient information for a decision to be made that the area of interest is not commercially viable. The directors did not identify any impairment indicators as at 30 June 2019. Refer to Note 7 in the financial report for capitalised exploration and evaluation asset balances and related disclosures. In performing our procedures, we: • • • • Considered whether the Group’s right to explore was current, which included obtaining and assessing supporting documentation such as license agreements; Considered the Group’s intention to carry out significant ongoing exploration and evaluation activities in the relevant areas of interest which included reviewing the Group’s Board approved cash-flow forecast and enquiring of senior management and the directors as to their intentions and the strategy of the Group; Assessed whether exploration and evaluation data exist to indicate that the carrying value of capitalised exploration and evaluation is unlikely to be recovered through development or sale; and Assessed the adequacy of the disclosures in Note 7 of the financial report. 2. Going concern assessment Why significant How our audit addressed the key audit matter The Group is not yet generating mining revenue and is still in the exploration and evaluation stage. Accordingly, the testing of the availability of sufficient funding for the Group to meet its obligations is considered to be a key part of our going concern assessment and therefore a significant aspect of our audit. This assessment is largely based on the expectations of, and the estimates made, by the Group. The expectations and estimates can be influenced by subjective elements such as estimated future cash flows. Estimates are based on assumptions, including expectations regarding future developments in the economy and the market. The Group’s financial report is prepared on a going concern basis. The Group’s assessment in respect of going concern is set out Note 2(d) to the financial report. We performed the following procedures: • Analysed the Group’s cash flow forecast and enquired with the Group to gain an understanding of the inputs and process underpinning the cash flow forecast prepared for the purpose of the going concern assessment; • Assessed whether the cash flow forecast accurately reflected the budget that was approved by the Board; • Assessed the external inputs and assumptions within the cash flow forecast by comparing them to assumptions and estimates used elsewhere in the preparation of the financial report. We also compared them against our understanding and knowledge of the Group’s operations; • Assessed the sensitivity analysis that the Group performed on the cash flow forecast; • Assessed the possible mitigating actions identified by the Group in the event that actual cash flows are below cash flow forecast; and • Assessed the adequacy of the disclosure included in Note 2(d) of the financial report. A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation Agrimin Limited Annual Report 2019 63 INDEPENDENT AUDITOR’S REPORT Information other than the financial report and auditor’s report thereon The directors are responsible for the other information. The other information comprises the information included in the Company’s 2019 Annual Report, 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 we do not and will not express any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion. 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. 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 Group’s ability to continue as a going concern, disclosing, as applicable, matters relating 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 have no realistic alternative but to do so. Auditor's responsibilities 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. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 64 Agrimin Limited Annual Report 2019 INDEPENDENT AUDITOR’S REPORT • • • • • • Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated to the directors, we determine those matters that were of most significance in the audit of the financial report of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation Agrimin Limited Annual Report 2019 65 INDEPENDENT AUDITOR’S REPORT Report on the audit of the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 14 to 20 of the directors' report for the year ended 30 June 2019. In our opinion, the Remuneration Report of Agrimin Limited for the year ended 30 June 2019, 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. Ernst & Young Pierre Dreyer Partner Perth 25 September 2019 A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 66 Agrimin Limited Annual Report 2019 SHAREHOLDER’S INFORMATION SHAREHOLDER’S INFORMATION ASX ADDITIONAL INFORMATION Additional information required by the Australian Stock Exchange Ltd Listing Rules and are not disclosed elsewhere in the report is as follows. The information is current as at 20 September 2019. a) DISTRIBUTION OF MEMBER HOLDINGS 1-1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over Holders 188 315 154 265 140 1,062 Securities 120,112 897,761 1,197,351 9,843,792 173,269,096 185,328,112 % 0.06% 0.48% 0.65% 5.32% 93.49% 100.00% There are 95 shareholders holding less than a marketable parcel of shares. b) TWENTY LARGEST SHAREHOLDERS JP Morgan Nominees Australia Pty Ltd Walloon Securities Pty Ltd Gugalanna Holdings Pty Ltd Hillboi Nominees Pty Ltd Perth Investment Corporation Ltd UBS Nominees Pty Ltd BNP Paribas Nominees Pty Ltd Hub24 Custodial Serv Ltd Drp Spar Nominees Pty Ltd Zero Nominees Pty Ltd Invia Custodian Pty Ltd Goldfire Enterprises Pty Ltd Mr Timothy Guy Lyons ACP Investments Pty Ltd Eugob Nominees Pty Ltd Deering Nominees Pty Ltd Mr Timothy Guy Lyons & Mrs Heather Mary Lyons Mrs Heather Mary Lyons Gugalanna Pty Ltd Building on the Rock Limited Mr Thomas Lyons Shares on issue at 20 September 2019 is: 185,328,112 Listed Ordinary Shares No. of Ordinary Shares 27,398,262 10,452,241 7,900,000 7,667,333 7,389,282 7,350,000 5,714,565 5,027,034 4,265,390 3,911,811 3,870,516 3,502,778 3,380,000 3,032,000 2,865,000 2,410,499 2,382,222 1,900,000 1,815,476 1,700,000 Percentage of issued capital 14.78% 5.64% 4.26% 4.14% 3.99% 3.97% 3.08% 2.71% 2.30% 2.11% 2.09% 1.89% 1.82% 1.64% 1.55% 1.30% 1.29% 1.03% 0.98% 0.92% 113,934,409 61.48% Page | 65 Agrimin Limited Annual Report 2019 67 SHAREHOLDER’S INFORMATION SHAREHOLDER’S INFORMATION c) SUBSTANTIAL SHAREHOLDERS The names of substantial shareholders who have notified the Company in accordance with section 671B of the Corporations Act 2001 are: AustralianSuper Pty Ltd Hillboi Nominees Pty Ltd & associated entities Walloon Securities Pty Ltd Mark Savich & associated entities d) VOTING RIGHTS All shares carry one vote per share without restriction. Number of ordinary shares held 27,368,087 23,927,478 10,452,241 9,800,000 Percentage of issued capital 14.77% 12.91% 5.64% 5.29% 68 Agrimin Limited Annual Report 2019 Page | 66 TENEMENTS TENEMENTS Tenement Ref. Project Holder State Status Interest E80/4887 E80/4888 E80/4889 E80/4890 E80/4893 E80/4995 E80/5055 E80/5124 E80/5172 EL30651 EL31780 EL31781 E80/5173 E80/5175 E80/5333 E80/5334 E45/5417 E45/5418 E45/5419 E45/5420 E45/5421 L80/87 L80/88 L80/95 L80/96 Exploration Licences Mackay Potash Agrimin Potash Pty Ltd Mackay Potash Agrimin Potash Pty Ltd Mackay Potash Agrimin Potash Pty Ltd Mackay Potash Agrimin Potash Pty Ltd Mackay Potash Agrimin Potash Pty Ltd Mackay Potash Agrimin Potash Pty Ltd Mackay Potash Agrimin Potash Pty Ltd Mackay Potash Agrimin Potash Pty Ltd Mackay Potash Agrimin Potash Pty Ltd Mackay Potash Agrimin Limited Mackay Potash Agrimin Limited Mackay Potash Agrimin Limited Mackay Metals Agrimin Metals Pty Ltd Mackay Metals Agrimin Metals Pty Ltd Mackay Metals Agrimin Metals Pty Ltd Mackay Metals Agrimin Metals Pty Ltd Percival Potash Agrimin Potash Pty Ltd Percival Potash Agrimin Potash Pty Ltd Percival Potash Agrimin Potash Pty Ltd Percival Potash Agrimin Potash Pty Ltd Percival Potash Agrimin Potash Pty Ltd Miscellaneous Licences Mackay Potash Agrimin Potash Pty Ltd Mackay Potash Agrimin Potash Pty Ltd Mackay Potash Agrimin Potash Pty Ltd Mackay Potash Agrimin Potash Pty Ltd W.A. W.A. W.A. W.A. W.A. W.A. W.A. W.A. W.A. N.T. N.T. N.T. W.A. W.A. W.A. W.A. W.A. W.A. W.A. W.A. W.A. W.A. W.A. W.A. W.A. Granted Granted Granted Granted Granted Granted Granted Granted Granted Application Application Application Granted Granted Application Application Application Application Application Application Application Granted Granted Application Granted 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Agrimin Limited Annual Report 2019 Page | 67 69 This page has been intentionally left blank. 70 Agrimin Limited Annual Report 2019 CORPORATE DIRECTORY DIRECTORS Richard Seville Non-Executive Chairperson Mark Savich Chief Executive Officer (CEO) and Executive Director Brad Sampson Non-Executive Director Alec Pismiris Non-Executive Director and Company Secretary REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS 2C Loch Street Nedlands, Western Australia, 6009 Telephone: +61 8 9389 5363 AUDITORS Ernst & Young 11 Mounts Bay Road Perth, Western Australia, 6000 Telephone: +61 8 9249 2222 SHARE REGISTER Automic Registry Services Level 2, 267 St Georges Terrace Perth, Western Australia, 6000 Investor enquiries: 1300 288 664 WEBSITE www.agrimin.com.au STOCK EXCHANGE LISTING Agrimin Limited shares are listed on the Australian Securities Exchange (ASX: AMN) I I I A G R M N L I M T E D A N N U A L R E P O R T 2 0 1 9 agrimin ANNUAL REPORT 2019 Agrimin Limited www.agrimin.com.au