l t r o p e r a u n n a 6 1 0 2 N O R T S A Contents About Astron Highlights, key objectives & outlook Donald Mineral Sands (DMS) project summary China Plant Niafarang project, Senegal Chairman’s report President’s report Sustainable development Corporate governance Directors’ report Financial statements Investor information 3 4 7 13 15 16 17 19 20 31 44 96 Corporate directory Inside Back Cover 2 Astron Corporation Limited CAUTIONARY STATEMENT Certain sections of this report contain forward‑looking statements that are subject to risk factors associated with, among others, the economic and business circumstances occurring from time to time in the countries and sectors in which the Astron Group operates. It is believed that the expectations reflected in these statements are reasonable but they may be affected by a wide range of variables which could cause results to differ materially from those currently projected. COMPETENT PERSONS STATEMENT The information in this report that relates to Exploration Results and Mineral Resources for the Donald Project is based on information compiled by Mr Rod Webster, a Competent Person who is a Member of the Australasian Institute of Mining and Metallurgy and Australian Institute of Geoscientists. Mr Webster is a full time employee of AMC Consultants Pty Ltd and is independent of DMS, the owner of the Donald Project Mineral Resources. Mr Webster has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Webster consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. Annual Report 2016 Astron Corporation Ltd (“Astron”) is domiciled in Hong Kong and listed on the ASX. Astron is a zircon and titanium mineral sands and rare earth raw materials focused business after it sold its Chinese zirconium downstream business at 2008. Astron’s main focus is developing its two wholly owned mineral sands projects, the Donald Project in Australia and the Niafarang project in Senegal. Astron obtained environment approval for the Niafarang project in Senegal in August 2016. Astron is currently undertaking further work on completing the application for the mining licence. Astron has spent a considerable part of the last year further optimising the updated definitive feasibility study to achieve a competitive position for capital cost and operation cost for the Donald Project. Astron continues to work with CMEC in relation to the EPC contract entered into in October 2015, and has extended the date for satisfaction of the conditions to 1 May 2017. The Donald project is one of the largest known zircon and titanium resources in the world with a current updated total mineral resource estimate of 5,710 MT, of mineral sand at an average grade of 3.2% HM. Key objectives and outlook Astron’s key objectives for the next 12 months are focusing on satisfying the conditions precedent to the CMEC EPC funding agreement for the Donald Project and obtaining a mining licence for the Niafarang project. This includes any additional funding required under the CMEC EPC contract, satisfying other conditions for the Donald Project, finalising the project optimisation for Donald project and commencing the initial construction phase of the Donald project. Astron’s Senegal objectives for the next 12 months are granting the small mine licence. Following that Astron will focus on project development and commencement of production for the Niafarang project. Astron’s Chinese activities will be focused on marketing, developing markets for the Donald and Niafarang projects, establishing supply chain, logistics and other vital infrastructure for these projects, and ongoing research and development. Measured Mineral Resource estimate for the Donald Deposit doubled to 715Mt @ 4.3% HM compared to 20141 estimate of 340Mt @ 4,3% HM, both at 1% HM cut‑off of and Astron is updating the reserve base on new resources numbers and the reserves which it anticipates will be updated by the early 2017. The Niafarang project in Senegal, West Africa, is a high‑grade coastal mineral sands deposit. Astron holds a 400 square km exploration licence and is applying for a mining licence. The Senegal mine will be exploited using simple dredger made in China. Astron has continued to build on its unique 25 year track record in China as a Chinese‑Australian company in manufacturing, selling and marketing zirconium and titanium products. Astron was the number one producer of fused zirconia and zirconium basic carbonate in the world before it sold its Chinese production to Imerys. Astron was the first company to introduce titanium slag to China market for applying in sulphate titanium oxide pigment and also it is the first company to introduce processing mineral sand tailing in China. Astron has significant research and technology capabilities in titanium and zirconium metal and chemical processes. Astron carries on its Chinese mineral sands trading business to maintain close relationships with its key customers. Astron continues to develop its technical capabilities of producing zircon and titanium metals and chemicals. Astron is also considering other projects, including investigating opportunities of resources in the United States of America. A b o u t A s t r o n 3 S T H G I L H G I H 6 1 0 2 t r o p e R l a u n n A 4 Astron Corporation Limited 01 CORPORATE MATTERS 02 DONALD MINERAL SANDS PROJECT 1.1. 1.2. 1.3. 1.4. Funding: Extension for time to satisfy conditions precedent Entry into an EPC contract with China Machining and Engineering Corporation (CMEC) for the supply and installation of equipment for the MUP/WCP for the first phase of the Donald Project and assistance with funding the first phase of the Donald Project, subject to satisfaction of conditions precedent. CMEC is the EPC contractor responsible for equipment procurement and funding the first phase of the Donald Project. Water contribution: Entry into a water trade with the Victorian Environmental Water Holder for 5 gigalitres (5,000 megalitres) of water to help protect habitat, water quality and animals in the Wimmera and Glenelg waterways, as assistance for environmental water. This was part of DMS’ carryover water entitlements which were surplus to needs, and will not have an impact on future water allocations once the project commences. Resources update: Mineral resource update released on 7 April 2016, based on a two‑stage infill drilling program, which substantially increased project total Measured and Indicated Mineral Resource Estimates. Updating DFS of Donald Mineral Sands Significant progress taken towards the completion of updated feasibility study of the Donald project, the optimisation of mining method, technical process improvement, high‑grade mining for the first three years, utilising Chinese equipment supply, modulization of the process plant in China and some infrastructures in Australia to achieve largely improved Capital cost and operation cost. The updated feasibility study is anticipated to be completed by the early 2017. 2.1. 2.2. 2.3. Funding: Finalisation of definitive terms of the EPC contract with CMEC for the funding of a significant part of the development of the Donald Project, and currently Astron is working towards satisfying conditions precedent including arranging suitable insurance. Exploration: Geotechnical and exploratory drilling programs were conducted at the project area in January – March 2015. As noted, in accordance with the mineral resource update released on 7 April 2016, the measured mineral resource estimate for the Donald deposit has basically doubled. In March 2016, an ore sample drilling program was conducted in the first 5 year block of mining. Sonic drilling was selected as best practice to recover valuable fines as associated with the WIM style deposits. The ore samples were laboratory and pilot tested by an engineering facility in Queensland. Mineral resources: The Donald Project includes some of the world’s largest zircon and heavy mineral (HM) deposits with a currently updated total Mineral Resource estimate of 5.71 billion tonnes of sand at an average grade of 3.2% HM. The recent exploration and two‑stage infill drilling program substantially increased the Donald Mineral Sands project’s total Measured and Indicated Mineral Resource estimates ‑ the sum of in situ HM tonnes in these two categories increased from 52Mt in the 2011 Mineral Resource estimate to 3,526Mt at 3.2% HM in this Mineral Resource estimate (both at 3.2% HM cut‑off) and the Measured Mineral Resource estimate for the Donald Deposit doubled to 715Mt @ 4.3% HM compared to 2014 estimate of 340Mt @ 4.3% HM, both at 1% HM cut‑off (refer ASX release 7 April 2016). 1.5. Senegalese environmental approval Environment licence for Senegal has been granted. 2.4. Optimisation of the project: Optimised Donald Project in terms of optimising mining method, technical process improvement, utilising Chinese equipment to achieve more 03NIAFARANG (SENEGAL) PROJECT competitive CAPEX and OPEX continues. 3.1. 2.5. 2.6. Approvals: The Mining licence, the Environment licence, the CHMP licence are granted, Astron has obtained export approval and finalising the work plan for the subsequent granting of the work authority. DMS continues to work with all relevant Government Department and Agencies to meet all statutory requirements and progress the approval process for the commencement of the project requirement. Further work undertaken in Senegal in relation to application for a mining licence for the Niafarang project licence, which has been submitted for application together with the requisite environmental approval and public enquiry outcomes. 3.2. Environmental approval obtained, Astron continues to work towards the issue of the small mine licence. i H g h l i g h t s 5 Set out below is a summary of the Donald Project and an update on its current status. PROJECT APPROVALS, LICENCES AND PERMITS The great majority of all approvals are in place to permit the project to proceed without delay. This includes mining licence, Environmental Effects Statement (EES), radiation licence, Cultural Heritage Management plan and a management plan in relation to vegetation offsets. The work plan and associated work authority are in the process of being finalised and submitted. Water entitlements have been purchased, together with around 1/3rd of the land (about 830 ha) required for the initial stage of the project. GEOLOGY The fine‑grained Wim‑style deposits consist of a solitary or composite, broad, lobate, sheet‑like body of considerable aerial extent, comprised of very well sorted sand. Very fine micaceous sands or silt are common. These deposits are believed to represent accumulations that have developed below the active wave base in a near shore environment, possibly representing the submarine equivalent of the strand style deposits. The Wim‑style deposits are considerably larger in tonnage and generally higher in grade than the coarse grained strand line deposits. 6 Astron Corporation Limited Annual Report 2016 j P r o e c t s u m m a r y E T A D P U D N A EXPLORATION There have been a number of major phases of drilling on the DMS deposits. These included exploration by CRA prior to ownership by the Company, and additionally most recently the two‑stage infill drilling at the Donald and Jackson deposits in 2013 and 2015. Before DMS was owned by Astron, other parties (including BHP Minerals and CRA Exploration (now Rio Tinto)) had spent over $60 million on exploration. Under Astron’s ownership, a further $60 million has been spent in recent years on developing the project. D L A N O D T C E J O R P Y R A M M U S MINERAL RESOURCES AND RESERVES The Donald Project includes some of the world’s largest zircon and heavy mineral (HM) deposits with a currently updated total Mineral Resource estimate of 5.71 billion tonnes of sand at an average grade of 3.2% HM. The recent exploration and two‑stage infill drilling program substantially increased the Donald Mineral Sands project’s total Measured and Indicated Mineral Resource estimates ‑ the sum of in situ HM tonnes in these two categories increased from 52Mt in the 2011 Mineral Resource estimate to 115Mt in this Mineral Resource estimate (both at 1% HM cut‑off) and the Measured Mineral Resource estimate for the Donald Deposit doubled to 715Mt @ 4.3% HM compared to 2014 estimate of 340Mt @ 4.3% HM, both `at 1% HM cut‑off (refer ASX release 7 April 2016). DMS holds mineral sands exploration and mining licences over large areas in this part of the Murray Basin and intends to mine and process mineral sands in the Donald Project area (RL 2002, RL2006, RL2003 and MIN5532). The Project area has a current expected mine life over the three stages in excess of 50 years. 7 GEOTECHNICAL Any geotechnical issues of the mine itself are considered to be very manageable, and any stability problems are believed to be limited due to the shallow depths of the pit. Such local issues may be controlled during day‑to‑day operations. Large scale mining in the area will involve high volumes of in pit traffic across the natural soils, which due to their clayey nature will need to be sheeted with gravelly type materials to sustain the traffic loads. Gravel and oversize material removed as a function of ore screening will be utilised as an internal road sheeting material. Geotechnically, the site is characterised by soils whose general properties do not present significant stability issues during excavation. Suitable slope management, excavation and backfilling methods and ground water controls will maintain a safe working environment for hydraulic excavators and spreading systems used in production. 8 Astron Corporation Limited Annual Report 2016 P r o e c t j s u m m a r y 9 MINING The project will be mined by an open pit method, with the first mining front proposed to be done by a mining contractor using shovel and truck equipment. Following the pre‑stripping phase, mining operation is planned to switch to an in‑pit to conveying technology, which shall provide operational and economic advantages. The ore is planned to be mined by hydraulic excavators, as blasting is not necessary. The MUP is proposed as a mobile unit located near the mining face. As this will be moved progressively with the mining face, this shall reduce ore haulage distances with dump trucks. A small stockpile will also allow for a buffer stock. Mine planning continues to be optimised. The first stage is anticipated to have a 25 to 30 year life of mine. The mine will be based on a single pit configuration with mining operations phased as Stage 1 and Stage 2 in independent mining faces. Stage 2 will commence after the third year of the project commencement at the centre of the high‑grade ore body in the retention licence area RL 2002, and mining will initially advance south before turning east and then north. This stage will comprise a single face mined by an in‑pit conveyor system (“IPC”) with ore removal via trucks and excavators. The initial 3 months of operations, overburden will be stockpiled outside the pit. Once the pit is large enough to host the full complement of earth moving equipment, overburden will be direct deposited into the pit void. Stage 2 will increase production with a second mining face that will begin operating in the southern section of the ore body in RL2002, advancing north. The second mining face will be mined using the same methodology used for Stage 1. An additional WCP and MUP will be commissioned as part of Stage 2 and will be fed by material from the second independent mining face. PROCESSING Ore mined will be fed to the MUP to remove oversize and the resultant slurry will be pumped to the WCP where it will be processed into a HMC. The MUP will be located ex‑pit and is planned to be relocated every two to three months; that is, once the haul distance extends beyond the economic optimum. Normal mining operations will proceed in a constant cycle of site clearance, removal of topsoil and overburden, ore extraction, backfilling and rehabilitation, which means that the pit will change location, but will not continue to increase in size, therefore maintaining total disturbed areas as a minimum. The HMC will be transported from the mine site to a toll processing facility in China for the first 2 years of operations, prior to Astron’s commissioning of a purpose built Mineral Separation Plant (MSP) in China. The concentration and separation processes are based on differences in the gravity, magnetic and electrostatic properties of the various minerals with up front attritioning and floatation technologies applied. Phase 1a of the overall project will involve the construction of a China based floatation plant MSP, owned and operated by Astron China. HMC will then be processed via the MSP, producing final product streams. Each of these processing plants will use metallurgical separation equipment to concentrate and separate the ore. 10 Astron Corporation Limited Annual Report 2016 PROJECT INFRASTRUCTURE The project is located close to major infrastructure including roads, rail, electricity and water supplies. Various options are being considered in relation to transportation to the Port of Portland including a variety of road and rail options, and export from the Port of Portland will occur by sea to China for further processing. Infrastructure upgrades including road upgrades and other works have been assessed and designed by engineering firms for execution in the project delivery phase. Other options are being considered in relation to water supply, including the possibility of construction of dedicated pipelines. The water supply is considered adequate to operate the plant at all stages. Public, Private Partnerships (PPP) are currently under review for the supply of a regional pipeline to service the Mining phases and potential farm diversity applications. Electrical power options are being considered, including construction of powerlines and alternatively an option for on‑site generation. On the whole, project infrastructure is anticipated not to give any significant issues with development. P r o e c t j s u m m a r y 11 PRODUCTS The Project is anticipated to produce three products from the HMC product – Zircon, Titania and Rare Earth Oxides. Zircon: is primarily used in the production of ceramics. Titania: is used in the steel industry for blast furnaces and is also useful as an abrasive, as well as its use in paints, fabrics, plastics, paper, sunscreen, food, welding flux, pigments and cosmetics. Rare Earth Oxides: are a source of Thorium, Yttrium, Xenotime which are used in x‑ray screens, incandescent gas mantles and new age technology battery and instrument systems. Global demand for the products Astron have as a world leading resource have gained much interest and coincide with the steady increases in pricing as a result as global competitor stocks diminishing. 12 Astron Corporation Limited Annual Report 2016 i C h n a P a n t l HIGHLY-PURE ZIRCONIA Astron China produces high‑pure zirconia which represents a very high level of technology in the zirconium value chain. There are four companies in the world producing this product. T N A L P A N I H C 13 Astron has significantly advanced its DMS project over the past 12 months with execution of detailed mine planning and environmental activities including background radiation, pre‑clearance and off set surveys. Astron has significantly advanced its DMS project over the past 12 months with execution of detailed mine planning and environmental activities including background radiation, pre‑clearance and off set surveys. The information and data gathered from the environmental surveys and detailed mine planning has been populated into the work plan for submission in the 2017 calendar year. Project feasibility level engineering and tendering of execution packages have returned positive results in building the capital and operating financial models. The cooperation and collaboration with the Astron team in China has increased the efficiencies of building the packaging plans for a successful execution of the project in the near future. Consultants continue to be engaged with completing the tailing and slimes deposition methodologies. Rheology and settling studies will complete the final designs prior to submission of the work plan and therefore advancing the project into the execution phases. Exporting permit applications, transport and logistics methodologies have been advanced and are in the final stages of completion. Communications with Government and export logistics companies have returned promising outcomes for Astron with significant opportunities in bulk product handling explored. OVERALL SUMMERY The project is to a stage that significant progress has been made, with significant study undertaken on all aspects. A large amount of progress has been made in the last 12 months, and the formal start of the project is essentially subject to finance. The Company remains very positive about the overall outlook for the project, particularly in light of the work conducted over the previous 12 months which has improved the project. External factors including some movement in the market for the anticipated products have also improved the outlook. The Project will be developed in two stages, with a phased ramp‑up for Stage 1: • Stage 1 will produce a heavy mineral concentrate (“HMC”) from an ore feed to produce zircon and rutile among other products. Mining will be undertaken by a contract mining fleet using excavators and trucks for the first 1‑2 years of Stage 1 to minimise operational risk in the early stages of the Project. • Stage 2 will commence construction about 3 years post Stage 1 and is anticipated to roughly double the size of the operation. From this HMC, DMS will also produce zircon and Titania products. As well as optimising flexibility and minimising operational risk, the staggered timing of Stage 2 will allow time for DMS to obtain necessary approvals to extend the works to the north and south of the existing mining area. • Stage 3 is currently in pre‑feasibility and does not form part of the recent Definitive Feasibility Study. It is expected that this stage will require the relocation of the first site to be established at the Jackson Deposit. 14 Astron Corporation Limited Annual Report 2016 LOCATION AND APPROVALS ENVIRONMENTAL MANAGEMENT The mineral exploration permit for mineral sands in the Casamance region of southern Senegal spans over a 750 km2 area. Within this exploration permit area, a heavy mineral (“HM”) containing area has been identified, which offers high potential for mining operations. Environmental approval was obtained in August 2016 and the application for the mining licence is progressing. GEOLOGY In general, the geology of the Casamance coastline is composed of a series of beaches paralleling Holocene and Pleistocene strandline deposits. The Casamance coast is truncated by an extensive system of tidal inlets bordered by mangrove flats associated with the mouth of the Casamance River. In Senegal, heavy mineral sands deposits are found on the beaches from Rufisque up the Saloum or Casamance Mouth. These sands are most likely the product of the decomposition of marine rocks and are brought up by the tides. Superficial Quaternary formations also cover the area and are characterised by fixed red sand dunes and semi‑ fixed or alive yellow and white dunes. These dunes are often exploited as building materials by urban areas in the immediate vicinity and also constitute important reservoirs of heavy mineral sands. Phosphate occurrences in the Casamance region make the area very favourable for agricultural use and sustain the mangrove flats on the coastal line. Vegetation is tropical and thrives in the rich soil and warm climate. A local consulting firm that has been Astron’s official representative in Senegal since 2005 has been tasked with compiling an EIA for the Niafarang mineral sands deposits operation. To protect the surrounding environment, Astron has formulated an environmental policy. The aim of this policy is to educate and train all employees in environmental awareness and to ensure that all operations are conducted in an environmentally safe manner, as specified in the relevant EIA for the various operations. MINERAL RESOURCES AND RESERVES The Mineral Resource estimation and Resource block model that was used for the Mineral Resource to Ore Reserve conversion was conducted by Micromine (Pty) Limited (“Micromine”) in May 2007 under the supervision of Michael Shepherd. The Micromine block model was also signed off by Michael Shepherd. It is made up of various blocks containing both ore and waste. The Micromine Resource estimation reports ore tonnes only and did not include the waste portion discarded during processing at the Wet Concentrator Plant (“WCP”). Late 2016, Astron has committed to updating the Niafarang Resource in accordance with the JORC Code 2012 and will release the updated reserve information in early 2017. MINING The Niafarang mineral sands will be mined using small‑scale dredging operations. Mining of the Niafarang Mineral Sands will also include the construction of the dredging units and will be conducted as follows:‑ • Initially, the top 200 mm of soil will be considered as topsoil and will be stockpiled to the side of the dredging operation prior to dredging. This will be done using a dozer and/or front end loader (“FEL”). • Topsoil will be protected to prevent erosion of the seed‑containing soil and also to protect the soil from strong winds and other natural occurrences. , T C E J O R P i j P r o e c t ( S e n e g a l ) N a f a r a n g s u m m a r y : L A G E N E S G N A R A F A I N • After stripping is complete, mechanical mining involving the use of excavators, FELs and haul trucks will be utilised to mine a cavity in which the dredging unit can be constructed. • Once construction of the dredging unit is complete, water will be pumped into the void from the closest available water borehole up to a level where dredging operations can successfully be conducted. • Power for the dredging operations will be provided by a genset able to supply the dredge, Wet Concentrator Plant (“WCP”) and all associated operations with power. • During the dredging process, mineral sands will be sucked up by the small dredge pontoon and pumped directly to the floating spiral gravity concentration plant for processing. • Heavy Metal Concentrate (“HMC”) produced by the gravity concentrating process will now be pumped to a stockpiling storage facility where it will await export. 15 T R O P E R S ’ N A M R I A H C Dear Shareholder, Astron remained focused during the year on its negotiation of a funding plan for the Donald Project in Victoria, Australia as well as progressing operations in China and Senegal. The primary focus of this is the ongoing work towards satisfying the conditions under the EPC contract with CMEC. After the financial year end, the parties agree to extend the date for satisfaction of these conditions to 1 May 2017. This EPC contract sets out the process for supply and installation of equipment for the MUP/WCP for the Donald Project and assistance with funding the Project. CMEC is the EPC contractor responsible for equipment procurement and funding the first phase of the Project. During the year, considerable work was undertaken in relation to the application for a mining licence for the Niafarang Project. Indications are that the application for the small mine licence should be considered in the near term. Astron continues to collect the proceeds of the land in China that was surplus to needs. “ Continued improvements of the scope for our Donald Mineral Sands Project, together with anticipated near‑term issue of the small mine licence in Senegal, anticipate an exciting future for Astron in the coming year.” 6 1 0 2 t r o p e R l a u n n A 16 Astron Corporation Limited Our other focus has been in the research and development of new production processes for the manufacturing of advanced chemicals and metals. We are currently investigating new technologies to produce lower cost metals and chemicals. While much of this research and development was carried out in Australia, some has also been undertaken in China in our research labs. Finally, I provide an updated financial report on Astron’s performance during the year. Astron’s net tangible asset value per share decreased from 38.8 cps at 30 June 2015 to 29.9 cps at 30 June 2016. The group generated $1,106,413 in revenue during the year, a 60% decrease from the previous year, which resulted in a loss the year of $4,408,196. During the coming year, we will remain focused on developing our mineral sands mining assets, with a particular focus on funding the Donald Project, obtaining the grant of the small mine licence in Senegal and continuing the work done on developing processes to produce low‑cost high‑quality zircon and titanium chemicals and metals. Together with Astron’s other board members, I thank you for your continued support as a shareholder. Gerard King Chairman This financial year has been challenging. While Astron has focused on the key aspects of the Donald Project and progressing the issue of the small mine licence in Senegal, at times it has appeared that progress is slower than anticipated, notwithstanding all the efforts being put into progressing these projects. The Group had a net loss for the year of $4,408,196 from operating activities. Administration expenditure during the financial year was tightly managed, resulting in expenditure decreasing by$1,622,852 to $4,463,156. This decrease can be explained primarily by the reduction in remuneration of personnel for the year and ongoing expenditure rationalisation. OPERATIONS REVIEW Donald The development of the Donald project continued during the period under review. Progress was made in a number of important areas. Funding the Donald project remains the primary objective. Much work has been done under the EPC contract with CMEC towards satisfying the conditions precedent including Sinosure approving the insurance application and receiving the insurance premium, DMS financing 15% of the costs of the EPC for the first stage of the Donald Project by way of an advance payment of US$18 million (guaranteed by Astron), DMS acquiring all necessary rights for the mining area and all regulatory approvals. A number of site visits have been conducted by CMEC and Sinosure to progress the funding. Under the contract, the parties have agreed to extend the period for satisfying these conditions until 1 May 2017. Further work continues to be undertaken to update, upgrade and optimise the definitive feasibility study, which was announced in July 2013. It is anticipated this should be finalised within the forthcoming year, with further engineering design for all plant designs, processes and costs continues to be undertaken in order to improve project deliverables. In relation to geology investigations, as announced on 7 April 2016 the outcome of the further drilling programs permitted a substantial update of the Mineral Resource estimates for the Donald and Jackson deposits. In Australia, further research and development activities were carried out in the area of processing testing, tailings handling and mining methodology development. Astron has been successful in obtaining research and development tax offsets from the Australian government for this work. As part of the ongoing updated Definitive Feasibility Study process, DMS engaged reputable Australian consultants to complete project packaging, execution and detailed Mine Design works. Tendering packages were issued to market with conforming tenders applied to the work breakdown scheduling and execution time lines of the project. Donald Mineral Sands has continued to work with and show support of its local community. This included the water trade with the Victorian Environmental Water Holder to support the local community through environmental water flows. No further land was purchased during the year. R O T C E R I D G N I G A N A M i P r e s d e n t ’ s R e p o r t T R O P E R S ’ T N E D I S E R P 17 SUMMARY FUNDING SENEGAL Now that the EPC contract with CMEC has been executed, Astron’s primary focus is satisfying all of the conditions precedent to that EPC contract. This EPC contract secures the supply and installation of equipment for the MUP/ WCP for the Donald Mineral Sands project and assistance with funding the Project. CHINA OPERATIONS There has been a continuation of laboratory research work, mainly in relation to additives for road paint and fluoride processes. A trial plant is being considered for the coming financial year. Some sales were achieved in China, however the whole of the market remains challenging and much of the sales activity has been undertaken to maintain customer relationships. 2016 has been a year of great progress of our Murray Basin project. The achievements to date have been a collaborative efforts from all team members abroad, locally and with many contractors and consultants across many area of expertise. The Company has now resolved all of the technical challenges of the Donald Minerals Sands projects. The Company has also achieved a very competitive capital cost and operation cost outcome as part of the updated DFS, which is due to be finalised shortly, together with the significantly improved measured resources estimate, which doubled by infilling drilling as announced in 2016. All of necessary approvals for DMS the project (except for work plan) are granted. DMS will continue to define its pathway 2017 as we transition into the detailed programs of execution, engineering and procurement. From an external perspective, the business cycle for Zircon and Titanium industry is anticipated to improve after around after 5 years of lows. DMS will start the production of Senegal mine in 2017 and hopes to enjoy the benefits of the forthcoming positive industry cycle. The efforts in Senegal have progressed significantly during the period in review, with the complex negotiations with the various parties playing a role within the Casamance Province (in which the Niafarang project is located) concluded, subject to a number of minor follow‑up items. Exploration activities have been halted until such time that a small mine licence (SML) has been issued for the Niafarang project. Following on the recommendations from the Provincial Government, the technical and social review of the Environmental Impact Assessment (EIA) has been conducted and submitted for final consideration. The Minister of Environmental Affairs is anticipated to approve the EIA and the Minister will inform the Minister of Mines. In conjunction with this, Astron anticipates making an application for a SML on the back of the requirements and conditions stipulated in the Mining Convention. As part of the process, Astron remains engaged with the local community including through sponsorship of four soccer teams in Casamance. Astron is also looking at other opportunities for social engagement, including a potential sponsorship of a national soccer team and the opportunity for a dried fruit business. Astron also continues to consider options for funding for the Niafarang project, which includes options for either joint‑venture or contract mining. America Astron continues to pursue mineral sands deposits in USA for processing and sale in China. 18 Astron Corporation Limited Annual Report 2016 E L B A N I A T S U S T N E M P O L E V E D Astron’s sustainable development encompasses our commitment and policy towards our employees, local communities, health and safety, and the environment. EMPLOYEES AND OTHER STAKEHOLDERS Astron Group currently has 30 employees. We take our responsibility to our staff seriously through our human resources policies. Astron’s HR policies demonstrate care and concern for our staff and their training, development and happiness, as well as care and concern for our customers, suppliers and shareholders. In Astron, salaries are based on competitiveness within the local market environment. Additionally, some key employees have a variable performance‑related bonus which is determined by pre‑agreed individual and team objectives. LOCAL COMMUNITIES Astron is committed to bringing positive change to the communities surrounding its mining operations. Astron’s Donald Project has been planned in close consultation with the local community to provide significant economic and social benefits to the community. Astron is also in the process of planning a community fruit farming initiative in Senegal, nearby Astron’s Niafarang Project and considering other options for a dried fruit business. The social impact of the Niafarang project and acceptance of it has been the focus point during the year, in particular by focusing on communication strategies and information drives on small groups. Part of the engagement with local communities has included discussions of opportunities including the potential for a dried fruit business, new soccer sponsorship arrangements and other ways in which the project and Astron may benefit the local communities, as well as Senegal as a whole. ENVIRONMENT Astron strives to best‑in‑class performance in all aspects of environmental management. Compliance with all applicable legal requirements and legal codes of practice is seen as a minimum standard and we work to prudently reduce emissions and waste. The Group is totally committed to continuing environmental vigilance and improved systems, controls and results such as the minimisation of all kinds of waste from mining and down streaming processes. OTHER OPPORTUNITIES Astron has also identified a strategy to consider other projects. It is currently identified a number of possible projects in the USA that appear to be worthy of further investigation. While no firm decision has been made in respect of any of these projects, there are some that may be worth pursuing further. Once a decision is made by Astron regarding any of these projects we will announce the scope of further study and the prospects regarding the project. THE YEAR AHEAD For the coming year, Astron will be focused on satisfying the conditions precedent in the EPC contract with CMEC and completing the financing of the Donald Project in Victoria, bringing the Niafarang Project in Senegal closer towards production by obtaining a mining licence and commencing contract mining and continuing development of our research capability for zircon and titanium metals in China. During the financial year, the role of Chief Executive Officer has been filled by executive directors. Astron continues to monitor its staffing levels and is considering its long‑term structure and other requirements. It has not yet been determined whether any change to Astron’s structure will be implemented and this is a matter currently being considered by the board. During the financial year, there has been no change to the board of directors of Astron Corporation Ltd. Finally, I thank my team at Astron for their continued support, hard work and enthusiasm and I look forward to entering an exciting new phase with you. Alex Brown Managing Director/President i P r e s d e n t ’ s r e p o r t 19 T N E M E T A T S E T A R O P R O C E C N A N R E V O G 6 1 0 2 t r o p e R l a u n n A 20 Astron Corporation Limited CORPORATE GOVERNANCE STATEMENT The Board of Astron is responsible for the corporate governance of the Group. The Board guides and monitors the business and affairs of Astron on behalf of the shareholders by whom they are elected and to whom they are accountable. This statement reports on Astron’s key governance principles and practices. 1. COMPLIANCE WITH BEST PRACTICE RECOMMENDATIONS The Company, as a listed entity, must comply with the Corporations Act 2001 (so far as it applies to foreign registered companies) and the Australian Securities Exchange (ASX) Listing Rules. The ASX Listing Rules require the Company to report on the extent to which it has followed the Corporate Governance Principles and Recommendations published by the ASX Corporate Governance Council. Where a recommendation has not been followed, that fact is disclosed, together with the reasons for the departure. The table below summaries the Company’s compliance with the Corporate Governance Council’s Principles and Recommendations: Principle # ASX Corporate Governance Council Recommendations Reference Comply Principle 1 Lay solid foundations for management and oversight 1.1 A listed entity should disclose: 2.1 Yes (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. 1.2 A listed entity should: 2.2, 3.2 Yes 3.2 2.6 6.3 No Yes Yes 1.3 1.4 1.5 (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 that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them, and either: (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 (2) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. 1.6 A listed entity should: 2.8, 3.2 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. 1.7 A listed entity should: (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. 3.2, Remuneration Report Yes C o r p o r a t e g o v e r n a n c e s t a t e m e n t 21 Principle # ASX Corporate Governance Council Recommendations 2.1 The board of a listed entity should: (a) have a nomination committee which: Reference Comply 3.2 No (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (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 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. 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) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 (which appears on page 16 of the ASX Recommendations and is entitled “Factors relevant to assessing the independence of a director”) 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 (c) 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 an independent director and, in particular, should not be the same person as the CEO of the entity. A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively. 2.2 2.3 2.4 2.5 2.6 Principle 3 Act ethically and responsibly 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. Principle 4 Safeguard integrity in corporate reporting 4.1 The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non‑executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) 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 (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. 2.2, 2.3 2.3, 2.5 Yes Yes 2.3, 2.4, 2.5 3.2 Yes Yes 6.1 Yes 22 Astron Corporation Limited 6 1 0 2 t r o p e R l a u n n A Reference Comply 5.3 No C o r p o r a t e g o v e r n a n c e s t a t e m e n t Principle # ASX Corporate Governance Council Recommendations 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 and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. 4.2 4.4 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. 4.1 No Principle 5 Make timely and balanced disclosure 5.1 A listed entity should: 4.2 Yes (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it. Principle 6 Respect the rights of security holders 6.1 6.2 6.3 6.4 A listed entity should provide information about itself and its governance to investors via its website. A listed entity should design and implement an investor relations program to facilitate effective two‑way communication with investors. A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders. A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. 4.1, 4.2 4.1, 4.2 4.1, 4.2 4.1, 4.2 Yes Yes Yes Yes Principle 7 Recognise and manage risk 7.1 The board of a listed entity should: 3.1 No (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director,and disclose: (3) the charter of the committee; (4) the members of the committee; and (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. 7.2 The board or a committee of the board should: 5.1, 5.2 Yes (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 a review has taken place. 7.3 A listed entity should disclose: 3.1 No (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes. 7.4 A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks. 5.1 Yes 23 Principle # ASX Corporate Governance Council Recommendations Reference Comply Principle 8 Remunerate fairly and responsibly 8.1 The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; 3.2 No and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (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 A listed entity should separately disclose its policies and practices regarding the remuneration of non‑executive directors and the remuneration of executive directors and other senior executives. 8.3 A listed entity which has an equity‑based remuneration scheme should: (a) 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. 3.2, Remuneration Report 6.2, Remuneration Report Yes Yes 6 1 0 2 t r o p e R l a u n n A 24 Astron Corporation Limited 2. THE BOARD OF DIRECTORS 2.1. ROLES AND RESPONSIBILITIES OF THE BOARD The Board is accountable to the shareholders and investors for the overall performance of the Company and takes responsibility for monitoring the Company’s business and affairs and setting its strategic direction, establishing and overseeing the Company’s financial position. The Board is responsible for: 2.1.1. Appointing, evaluating, rewarding and if necessary the removal of the Chief Executive Officer or their functional equivalent (“CEO”) and senior management; 2.1.2. Development of corporate objectives and strategy with management and approving plans, new investments, major capital and operating expenditures and major funding activities proposed by management; 2.1.9. Ensuring that the Company acts legally and responsibly on all matters and assuring itself that the Company has adopted a Code of Conduct and that the Company practice is consistent with that Code; and other policies; and 2.1.10. Reporting to and advising shareholders. Other than as specifically reserved to the Board, responsibility for the day‑to‑day management of the Company’s business activities is delegated to the CEO and senior management. 2.2. BOARD COMPOSITION The Directors determine the composition of the Board employing the following principles: 2.2.1. the Board, in accordance with the Company’s constitution must comprise a minimum of three directors; 2.1.3. Monitoring actual performance 2.2.2. against defined performance expectations and reviewing operating information to understand at all times the state of the health of the Company; 2.1.4. Overseeing the management of business risks, safety and occupational health, environmental issues and community development; 2.1.5. Satisfying itself that the financial statements of the Company fairly and accurately set out the financial position and financial performance of the Company for the period under review; 2.1.6. Satisfying itself that there are appropriate reporting systems and controls in place to assure the board that proper operational, financial, compliance, risk management and internal control process are in place and functioning appropriately; 2.1.7. Approving and monitoring financial and other reporting; 2.1.8. Assuring itself that appropriate audit arrangements are in place; 2.2.3. 2.2.4. 2.2.5. the roles of the Chairman of the Board and of the CEO should be exercised by different individuals; the majority of the Board should comprise directors who are non‑executive (however this is currently not the case and the Company is seeking to address this); the Board should represent a broad range of qualifications, experience and expertise considered of benefit to the Company; and the Board must be structured in such a way that it has a proper understanding of, and competency in, the current and emerging issues facing the Company, and can effectively review management’s decisions. The Company’s constitution requires one‑third of the directors (or the next lowest whole number) to retire by rotation at each Annual General Meeting (AGM). The directors to retire at each AGM are those who have been longest in office since their last election. Where directors have served for equal periods, they may agree amongst themselves or determine by ballot who will retire. A director must retire in any event at the third AGM since he or she was last elected or re‑elected. Retiring directors may offer themselves for re‑election. A director appointed as an additional or casual director by the Board will hold office until the next AGM when they may be re‑elected. Any director appointed as an additional or casual director, is not to be taken into account in determining the number of directors required to retire by rotation. 2.3. BOARD MEMBERSHIP The Board is currently comprised of one non‑executive directors and two executive directors. Details of the Board member’s experience, expertise and qualifications are set out in the Directors’ Report of the Annual Report under the heading “Directors”. The Board of Directors at the time of issue of this report comprises: 2.3.1. Gerard (Gerry) King (Chairman of Directors (Non‑Executive)) 2.3.2. Alexander (Alex) Brown (Managing Director/President) 2.3.3. Mdm Kang Rong (Executive) 2.4. CHAIRMAN The Chairman is responsible for: 2.4.1. leadership of the Board; 2.4.2. 2.4.3. the efficient organisation and conduct of the Board’s functions; the promotion of constructive and respectful relations between Board members and between the Board and management; 2.4.4. facilitating the effective contribution of all Board members; and 2.4.5. committing the time necessary to effectively discharge the role of the Chairman. The CEO is responsible for: 2.4.6. briefing directors in relation to issues arising at Board meetings; 2.4.7. implementing the Company’s strategies and policies; and C o r p o r a t e g o v e r n a n c e s t a t e m e n t 25 2.4.8. the day‑to‑day management of the Group’s business activities. 2.5.4. The Board specifies that the roles of the Chairman and the CEO are separate roles to be undertaken by separate people. 2.5. INDEPENDENT DIRECTORS The Company recognises that independent directors are important in assuring shareholders that the Board is properly fulfilling its role and is diligent in holding senior management accountable for its performance. The Board assesses each of the directors against specific criteria to decide whether they are in a position to exercise independent judgment. Directors of Astron are considered to be independent when they are independent of management and free from any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the exercise of their unfettered and independent judgement. In making this assessment, the Board considers all relevant facts and circumstances. Relationships that the Board will take into consideration when assessing independence are whether a director: 2.5.1. 2.5.2. is a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company; is employed, or has previously been employed in an executive capacity by the Company or another group member, and there has not been a period of at least three years between ceasing such employment and serving on the Board; 2.5.3. has within the last three years been a principal of a material professional advisor or a material consultant to the Company or another group member, or an employee materially associated with the service provided; 6 1 0 2 t r o p e R l a u n n A 26 Astron Corporation Limited is a material supplier or customer of the Company or other group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer; or 2.5.5. has a material contractual relationship with the Company or another group member other than as a director. 2.5.6. has been a director of the entity for such a period that his or her independence may have been compromised. The Board notes that the mere fact that a director has served on a Board for a substantial period does not mean that he or she has become too close to management to be considered not independent. The Board will regularly assess the independence of all and any director who serves on the Board. Family ties and cross‑directorships may be relevant in considering interests and relationships which may affect independence, and should be disclosed to the Board. The Company does not comply with ASX Recommendation 2.4, as there is not a majority of non‑executive directors nor is there a majority of independent directors on the Board. In accordance with the definition of independence above, only one of the directors of the Company is considered to be independent. The Board believes that the Company is not of sufficient size to warrant the inclusion of more independent non‑executive directors in order to meet the ASX recommendation of maintaining a majority of independent non‑executive directors. The Company maintains a mix of directors from different backgrounds with complementary skills and experience. In recognition of the importance of independent views and the Board’s role in supervising the activities of management the Chairman is a non‑executive director. 2.6. COMPANY SECRETARY The appointment, performance, review, and where appropriate, the removal of the Company Secretary is a key responsibility of the Board. All directors have access to the Company Secretary who is accountable directly to the Board, through the Chairman, on all matters to do with the proper functioning of the Board. 2.7. AVOIDANCE OF CONFLICTS OF INTEREST BY A DIRECTOR In order to ensure that any interests of a director in a particular matter to be considered by the Board are known by each director, each director is required by the Company to disclose any relationships, duties or interests held that may give rise to a potential conflict. Directors are required to adhere strictly to constraints on their participation and voting in relation to any matters in which they may have an interest. Directors are able to access members of the management team at any time to request relevant information. There are procedures in place, agreed by the board, to enable directors, in furtherance of their duties, to seek independent professional advice at the company’s expense. 2.8. REVIEW OF BOARD PERFORMANCE The performance of the board and each of its committees is reviewed at least annually by the Chairman. Performance evaluations are conducted annually which involve an assessment of each board member’s performance against specific and measurable qualitative and quantitative performance criteria. The performance criteria against which directors and executives are assessed is aligned with the financial and non‑ financial objectives of Astron. Directors whose performance is consistently unsatisfactory may be asked to retire. The performance of each committee is against the requirements of their respective charters. 3. BOARD COMMITTEES The Board has the ability under the Company’s constitution to delegate its powers and responsibilities to committees of the Board. Internal Audit Nomination 3.1. AUDIT AND RISK COMMITTEE External Auditor The Board does not have an Audit and Risk Committee and as such the Group is not in compliance with Principle 4.1 of the ASX Corporate Governance Council. The Board considers that the Group is not of a size, nor are its financial affairs of such complexity to justify the formation of a separate audit and risk committee. The Board as a whole undertakes the selection and proper application of accounting policies, the identification and management of risk and the review of the operation of the internal control systems. The Board considers that the experience and qualifications of the Board will assure the integrity of the financial statements of the Group and the independence of the external auditor. The Board ensures that the auditor is invited to attend all general meetings of shareholders. The Board in lieu of an Audit and Risk Committee is responsible for: 3.1.1. 3.1.2. reviewing the quality and integrity of the Group’s financial reporting to shareholders, ASX and the Australian Securities and Investments Commission; reviewing the accounting policies, internal controls, practices and disclosures to assist the Board in making informed decisions, with direct access to management; 3.1.3. reviewing the scope and outcome of external audits, with direct access to external auditors; The Company’s policy is to appoint external auditors who clearly demonstrate quality and independence. The performance of the external auditor is reviewed annually, taking into consideration assessment of performance, existing value and tender costs. An analysis of fees paid to the external auditors, including a breakdown of fees for non‑audit services, is provided in the notes to the financial statements. It is the policy of the external auditors to provide an annual declaration of their independence to the Board. The Company does not currently have a formal internal audit function however the Board oversee the effectiveness of risk management and internal control. The Board works closely with management to identify and manage operational, financial and compliance risks which could prevent the Company from achieving its objectives. The Board actively encourages the External Auditor to raise internal control issues, and oversees management’s timely remediation thereof. 3.2. REMUNERATION AND NOMINATION COMMITTEE Given the present size of the Group, the existing Board is able to meet the needs of the Group in the examination of selection and appointment practices without the establishment of a nomination committee of the Board as recommended under Principle 2.1. 3.1.4. nominating external Remuneration auditors and reviewing the adequacy of existing external audit arrangements; 3.1.5. ensuring the independence of external auditors and reviewing any other services provided by them; 3.1.6. reviewing the Group’s risk management systems; and 3.1.7. reporting on meetings and the results of any assessments and reviews. The remuneration received by directors and executives in the current period is contained in the “Remuneration Report” section in the Directors’ Report of the Annual Report. The Company seeks to attract and retain directors and executives with the appropriate expertise and ability to create value for shareholders. The remuneration structure for non‑ executive directors is not related to performance. The Company aims to ensure non‑executive directors receive fees which reflect their skills, responsibilities and the time commitments required to discharge C o r p o r a t e g o v e r n a n c e s t a t e m e n t their duties. The Company does not pay retirement benefits to non‑executive directors (other than superannuation contributions in accordance with its statutory superannuation obligations). The remuneration structure for executive directors and other executives reflects the Company’s financial resources and as such there is not currently a direct correlation between the executive’s reward and individual and Company performance so as to seek to ensure that the Company’s remuneration policy is aligned with its long term business objectives and the interests of shareholders and other stakeholders. A profile of each director is included in the Directors’ Report of the Annual Report under the heading “Directors”. The Company does not have a written agreement in place with each director setting out the terms of their appointment. The committee and the Board consider the composition of the Board at least annually, when assessing the Board’s performance and when considering director election and re‑election. In considering whether the Board will support the election or re‑election of incumbent directors, the committee considers the skills, experience, expertise, diversity and contribution made to the Board by the director and the contribution that the director is likely to make if elected or re‑elected. When considering appointing new directors, the committee assesses the range of skills, experience, expertise, diversity and other attributes from which the Board would benefit and to the extent to which current directors possess such attributes. This assessment allows the committee to provide the Board with a recommendation concerning the attributes for a new director, such that they balance those of existing directors. All material information that is relevant to the decision as to whether or not to elect or re‑elect a director is provided to shareholders in the explanatory notes accompanying the notice of meeting for the Annual General Meeting at which the election or re‑election is to be considered. 27 4. TIMELY AND BALANCED DISCLOSURE 4.1. SHAREHOLDER COMMUNICATION The Company believes that all shareholders should have equal and timely access to material information about the Company including its financial situation, performance, ownership and governance. The Board aims to ensure that shareholders are informed of all material information relating to the Company by communicating to shareholders through: 4.1.1. continuous disclosure reporting to the ASX; 4.1.2. its annual reports; and 4.1.3. media releases and other investor relations publications on the Company’s website. The Company provides other information about itself and its governance via its website. Two-way Communication The Board is also mindful of the importance of not only providing information, but also enabling two‑way communication between the Company and its shareholders. The Company encourages direct electronic contact from shareholders – the Company’s website has a “Contact Us” section which allows shareholders to submit questions or comments. The Company provides shareholder materials directly to shareholders through electronic means. A shareholder may request a hard copy of the Company’s annual report to be posted to them. Shareholders may also communicate via electronic means with the Company’s Share Registry and may register to access personal shareholding information and receive electronic information. General Meetings Shareholders are encouraged to participate in general meetings. Copies of any addresses by the Chairman or CEO are disclosed to the market and published on the Company’s website. At the meeting the Chairman encourages questions and comments from shareholders and seeks to ensure that shareholders are given ample opportunity to participate. The Company’s external auditor does not attend the Company’s annual general meeting to answer shareholder questions about the conduct of the audit, the preparation and content of the audit report, the accounting policies adopted by the Company and the independence of the auditor in relation to the conduct of the audit, however the Company will facilitate any questions from shareholders about these matters. 4.2. CONTINUOUS DISCLOSURE POLICY The Company is committed to ensuring that shareholders and the market are provided with full and timely information and that all stakeholders have equal opportunities to receive externally available information issued by the Company. The Company’s “ASX Disclosure Policy” encourages effective communication with its shareholders by requiring that Company announcements: 4.2.1. be factual and subject to internal vetting and authorisation before issue; 4.2.2. be made in a timely manner; 4.2.3. not omit material information; 5. RECOGNISING AND MANAGING RISK 5.1. BOARD RESPONSIBILITY FOR RISK MANAGEMENT The Board is responsible for ensuring there are adequate policies in relation to risk management, compliance and internal control systems. The Company’s policies are designed to ensure strategic, operational, legal, reputation and financial risks are identified, assessed, effectively and efficiently managed and monitored to enable achievement of the Company’s business objectives. Considerable importance is placed on maintaining a strong control environment. The Company has exposure to the following risks: 5.1.1. Funding: the Company is subject to the risks in relation to funding its projects, including the need to satisfy conditions precedent under the CMEC EPC contract. A number of the conditions relating to funding depend on external factors and third parties, including obtaining regulatory approvals. The Board will continue to monitor satisfaction of these conditions. 4.2.4. be expressed in a clear and 5.1.2. Currency: The Company is objective manner to allow investors to assess the impact of the information when making investment decisions; 4.2.5. be in compliance with ASX Listing Rules continuous disclosure requirements; and 4.2.6. be placed on the Company’s website following release. The Company’s “ASX Disclosure Policy” reinforces the Company’s commitment to continuous disclosure and outline management’s accountabilities and the processes to be followed for ensuring compliance. The policy also contains guidelines on information that may be price sensitive. The Company Secretary has been nominated as the person responsible for communications with the ASX. This role includes responsibility for ensuring compliance with the continuous disclosure requirements with the ASX Listing Rules and overseeing and coordinating information disclosure to the ASX. exposed to fluctuations in the Australian dollar which can impact on expenditures related to project development and potentially future operations. Due to the size and assets of the Company the Board has not instigated a hedging program. The Board will continue to review the implementation of hedging at each Board meeting to ensure it fits within the Company’s hedging policy framework and is deemed appropriate. 5.1.3. Environmental: The Company is subject to, and responsible for existing environmental liabilities associated with its tenements as well as potential new liabilities through future mining activities. The Company will continually monitor its ongoing environmental obligations and risks, and implement rehabilitation and corrective actions as appropriate to remain compliant. These risks may be impacted by change in Government policy. 28 Astron Corporation Limited 6 1 0 2 t r o p e R l a u n n A Effective 1 January 2011, the Board implemented a Share Trading Policy that applies to all directors, officers and employees. This policy sets out the restrictions on dealing in securities by people who work for, or are associated with the Company and is intended to assist in maintaining market confidence in the integrity of dealings in the Company’s securities. The policy stipulates that the only appropriate time for a director, officer or employee to deal in the Company’s securities is when they are not in possession of price sensitive information that is not generally available to the market. As a matter of practice, Company shares may only be dealt with by directors and officers of the Company under the following guidelines: 6.2.1. no trading is permitted in the period of one month prior to the announcement to the ASX of the Company’s quarterly, half year and full year results; 6.2.2. guidelines are to be considered complementary to and not replace the various sections of the Corporations Act 2001 dealing with insider trading; and 6.2.3. prior approval of the Chairman, or in his absence, the approval of two directors is required prior to any trading being undertaken. 6.2.4. Senior management are prohibited from entering into transactions which limit the risk of participating in unvested entitlements under any equity‑ based remuneration scheme. 5.1.4. Market Risk: The Company seeks to reduce investment risk by regularly monitoring the market and considering at each Board meeting the ongoing benefits of carrying investments or disposal. There are inherent uncertainty risks in the mineral sands market, noting the difficult market conditions over recent years. 5.2. Board Oversight of the Risk Management System The Board is responsible for approving and overseeing the risk management system. The Board reviews, at least annually, the effectiveness of the implementation of the risk management controls and procedures. The principle aim of the system of internal control is the management of business risks, with a view to enhancing the value of shareholders’ investments and safeguarding assets. Although no system of internal control can provide absolute assurance that the business risks will be fully mitigated, the internal control systems have been designed to meet the Company’s specific needs and the risks to which it is exposed. Annually, the Board is responsible for identifying the risks facing the Company, assessing the risks and ensuring that there are controls for these risks, which are to be designed to ensure that any identified risk is reduced to an acceptable level. Internal control measures currently adopted by the Board include: 5.2.1. 5.2.2. regular reporting to the Board in respect of operations and the Company’s financial position; and regular reports to the Board by appropriate members of the management team outlining the nature of particular risks and highlighting measures which are either in place or can be adopted to manage or mitigate those risks. 5.3. Risk Management Roles and Responsibilities The Board is responsible for approving and reviewing the Company’s risk management strategy and policy. Senior management is responsible for implementing the Board approved risk management strategy and developing policies, controls, processes and procedures to identify and manage risks in all of the Company’s activities. The Board in place of the Audit and Risk Committee is responsible for ensuring that management has developed and implemented a sound system of risk management and internal control. 6. ETHICAL AND RESPONSIBLE DECISION MAKING 6.1. CODE OF ETHICS AND CONDUCT The Board endeavours to ensure that the directors, officers and employees of the Company act with integrity and observe the highest standards of behaviour and business ethics in relation to their corporate activities. The “Code of Conduct” sets out the principles, practices, and standards of personal behaviour the Company expects people to adopt in their daily business activities. All directors, officers and employees are required to comply with the Code of Conduct. Senior managers are expected to ensure that employees, contractors, consultants, agents and partners under their supervision are aware of the Company’s expectations as set out in the Code of Conduct. All directors, officers and employees are expected to: 6.1.1. comply with the law; 6.1.2. act in the best interests of the Company; 6.1.3. be responsible and accountable for their actions; and 6.1.4. observe the ethical principles of fairness, honesty and truthfulness, including prompt disclosure of potential conflicts. 6.2. Policy Concerning Trading in Company Securities C o r p o r a t e g o v e r n a n c e s t a t e m e n t 29 6.3. POLICY CONCERNING DIVERSITY The Company encourages diversity in employment throughout the Company and in the composition of the Board, as a mechanism to ensure that the Company is able to draw on a variety of skill, talent and previous experiences in order to maximise the Company’s performance. The Company’s “Diversity Policy” has been implemented to ensure the Company has the benefit of a diverse range of employees with different skills, experience, age, gender, race and cultural backgrounds. The Company reports its results on an annual basis in the Annual Report in achieving measurable targets which are set by the Board as part of implementation of the Diversity Policy. The Company notes that out of two (2) Executive Directors, one (1) is female. In relation to senior executive positions, out of ten (10) one (1) is female. Out of the total of 34 employees, 14 are female. Astron is not a “relevant employer” under the Workplace Gender Equality Act. The table below outlines the diversity objectives established by the Board, the steps taken during the year to achieve these objectives, and the outcomes. Objectives Steps Taken/Outcome Increase the number of women in the workforce, including management and at board level. Out of two (2) Executive Directors, one (1) is female. In relation to senior executive positions, out of ten (10) one (1) is female. Out of the total of 30 employees, 10 are female. In 2014, by comparison there were two (2) Executive Directors, of which one (1) was female; there were ten (10) senior executive positions, out of which one (1) was female; there were 34 employees, out of which 14 were female. Review gender pay gaps on an annual basis and implement actions to address any variances. As a part of the annual remuneration review, the Board assesses the performance and salaries of all key management personnel and executive directors. Any gender pay disparities are addressed. Provide flexible workplace arrangements. During the year Astron employed 4 employees on flexible work arrangements (2015: 6). Provide career development opportunities for every employee, irrespective of any cultural, gender and other differences. While Astron places special focus on gender diversity, career development opportunities are equal for all employees. Employees are encouraged to attend professional development courses/workshops throughout the year. Promote an inclusive culture that treats the workforce with fairness and respect. Be compliant with all mandatory diversity reporting requirements. Astron has set a zero tolerance policy against discrimination of employees at all levels. The Company provides avenues to employees to voice their concerns or report any discrimination. No cases of discrimination were reported during the year (2015: Nil). Astron is not a “relevant employer” under the Australian Workplace Gender Equality Act 2012. 6 1 0 2 t r o p e R l a u n n A 30 Astron Corporation Limited D i r e c t o r s ’ r e p o r t 31 32 Astron Corporation Limited Annual Report 2016 D i r e c t o r s ’ r e p o r t 33 34 Astron Corporation Limited Annual Report 2016 D i r e c t o r s ’ r e p o r t 35 36 Astron Corporation Limited Annual Report 2016 D i r e c t o r s ’ r e p o r t 37 38 Astron Corporation Limited Annual Report 2016 D i r e c t o r s ’ r e p o r t 39 40 Astron Corporation Limited Annual Report 2016 D i r e c t o r s ’ r e p o r t 41 42 Astron Corporation Limited Annual Report 2016 D i r e c t o r s ’ r e p o r t 43 44 Astron Corporation Limited Annual Report 2016 i F n a n c a i l s t a t e m e n t s 45 46 Astron Corporation Limited Annual Report 2016 i F n a n c a i l s t a t e m e n t s 47 48 Astron Corporation Limited Annual Report 2016 i F n a n c a i l s t a t e m e n t s 49 50 Astron Corporation Limited Annual Report 2016 i F n a n c a i l s t a t e m e n t s 51 52 Astron Corporation Limited Annual Report 2016 i F n a n c a i l s t a t e m e n t s 53 54 Astron Corporation Limited Annual Report 2016 i F n a n c a i l s t a t e m e n t s 55 56 Astron Corporation Limited Annual Report 2016 i F n a n c a i l s t a t e m e n t s 57 58 Astron Corporation Limited Annual Report 2016 i F n a n c a i l s t a t e m e n t s 59 60 Astron Corporation Limited Annual Report 2016 i F n a n c a i l s t a t e m e n t s 61 Title of standard Nature of change Impact AASB 9 Financial Instruments AASB 9 addresses the classification, measurement and de-recognition of financial assets and financial liabilities, impairment of financial assets and hedge accounting. Given the nature of the Company’s financial assets and financial liabilities, the Company does not expect the impact to be significant. Based on the Company’s assessment, the impact is not expected to be significant. AASB 15 Revenue from contracts with customers An entity will recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This means that revenue will be recognised when control of goods or services is transferred, rather than on transfer of risks and rewards as is currently the case under AASB 118 Revenue. Mandatory application date/ Date adopted by Company Must be applied for reporting periods commencing on or after 1 January 2018. Therefore the application date for the company will be for the reporting period commencing on 1 July 2018. Must be applied for annual reporting periods beginning on or after 1 January 2018. Therefore the application date for the Company will be for the reporting period commencing on 1 July 2018. 62 Astron Corporation Limited Annual Report 2016 i F n a n c a i l s t a t e m e n t s 63 64 Astron Corporation Limited Annual Report 2016 i F n a n c a i l s t a t e m e n t s 65 66 Astron Corporation Limited Annual Report 2016 i F n a n c a i l s t a t e m e n t s 67 68 Astron Corporation Limited Annual Report 2016 i F n a n c a i l s t a t e m e n t s 69 70 Astron Corporation Limited Annual Report 2016 i F n a n c a i l s t a t e m e n t s 71 72 Astron Corporation Limited Annual Report 2016 i F n a n c a i l s t a t e m e n t s 73 74 Astron Corporation Limited Annual Report 2016 i F n a n c a i l s t a t e m e n t s 75 76 Astron Corporation Limited Annual Report 2016 i F n a n c a i l s t a t e m e n t s 77 78 Astron Corporation Limited Annual Report 2016 i F n a n c a i l s t a t e m e n t s 79 80 Astron Corporation Limited Annual Report 2016 i F n a n c a i l s t a t e m e n t s 81 82 Astron Corporation Limited Annual Report 2016 i F n a n c a i l s t a t e m e n t s 83 84 Astron Corporation Limited Annual Report 2016 i F n a n c a i l s t a t e m e n t s 85 86 Astron Corporation Limited Annual Report 2016 i F n a n c a i l s t a t e m e n t s 87 88 Astron Corporation Limited Annual Report 2016 i F n a n c a i l s t a t e m e n t s 89 90 Astron Corporation Limited Annual Report 2016 i F n a n c a i l s t a t e m e n t s 91 92 Astron Corporation Limited Annual Report 2016 i F n a n c a i l s t a t e m e n t s 93 94 Astron Corporation Limited Annual Report 2016 i F n a n c a i l s t a t e m e n t s 95 96 Astron Corporation Limited Annual Report 2016 I n v e s t o r i n f o r m a t i o n 97 98 Astron Corporation Limited Annual Report 2016 I n v e s t o r i n f o r m a t i o n Salient Financials Share price* ($) EPS ( c ) Price earnings Ratio Interest Cover Nos of Shares on issue (m)* Profit and Loss ($m) Total income Costs EBITDA Depreciation & Amortisation EBITDA Borrowing Costs NPBT Income tax benefit/(expense) NPAT Balance Sheet ($m) Cash & Term deposits Receivables Inventories Other financial Assets Current Tax Assets Assets classified as available for sale Total Current Assets Property, Plant & Equipment Trade & other receivables Intangible assets Land use rights Deferred Tax Assets Total Current Assets TOTAL ASSETS Payables Borrowings Tax Liabilities Total Current Liabilities Deferred Tax Total Non-Current Liabilities Total liabilities NET ASSETS Cash Flows ($m) Operating Activities Investing Activities Financing Activities 2016 0.17 (3.60) n/a n/a 122.5 1.2 (5.4) (4.3) (0.7) (5.0) - (5.0) 0.6 (4.4) 5.2 14.1 0.7 0.5 0.5 - 21.0 21.0 - 69.1 3.3 - 93.4 114.4 3.6 - - 3.6 5.1 5.1 8.7 105.7 (2.5) 3.3 (1.0) 2015 0.15 6.52 n/a n/a 122.5 13.9 (8.3) 5.6 (0.7) 4.9 - 4.9 3.1 8.0 5.9 17.4 0.8 0.9 1.2 - 26.2 22.4 3.9 64.9 3.5 - 94.7 120.9 2.2 1.0 - 3.3 5.2 5.2 8.5 112.4 (3.7) 3.8 1.0 2014 0.32 (6.19) n/a n/a 122.5 5.1 (10.9) (5.8) (0.5) (6.3) - (6.3) (1.3) (7.6) 10.1 1.6 0.4 1.2 0.6 6.7 20.6 20.9 - 61.2 2.9 - 85.0 105.6 2.5 - - 2.5 6.3 6.3 8.8 96.8 (0.8) 49.8 92.1 2013 0.71 (4.46) n/a n/a 122.5 13.0 (17.8) (4.8) (0.6) (5.4) (0.1) (5.5) (0.0) (5.5) 108.1 5.0 2.2 1.0 0.3 - 116.6 21.1 - 56.2 10.0 - 87.3 203.9 1.9 0.3 - 2.2 5.0 5.0 7.3 196.6 (3.3) (11.0) 0.1 2012 1.30 (0.80) n/a n/a 122.5 21.0 (20.4) 0.6 (0.5) 0.1 - 0.1 (1.1) (1.0) 121.2 4.2 5.1 1.9 - - 132.4 16.7 - 48.6 8.7 - 74.0 206.4 2.2 0.2 0.1 2.5 5.0 5.0 7.5 198.9 3.2 (27.8) (4.2) 2011 1.50 0.70 221.4 n/a 124.6 20.5 (17.0) 3.5 (0.4) 3.1 - 3.1 (2.2) 0.9 147.4 7.5 3.7 2.5 - - 161.1 12.4 - 27.0 8.3 - 47.7 208.8 2.2 - 0.2 2.4 4.6 4.6 7.0 201.8 (1.5) (17.9) (5.1) 2010 0.90 0.90 105.6 n/a 128.4 15.3 (12.2) 3.1 (0.3) 2.8 (0.1) 2.7 (1.5) 1.2 166.5 2.6 1.3 0.7 - - 171.1 11.4 - 21.8 10.0 - 43.2 214.3 1.5 - 0.2 1.7 2.9 2.9 4.6 209.7 4.0 (57.8) (1.2) 2009 0.90 (2.00) n/a n/a 129.6 10.6 (9.9) 0.7 (0.3) 0.4 - 0.4 (2.9) (2.5) 168.8 2.5 2.9 1.1 - - 175.3 9.0 - 20.4 10.8 - 40.2 215.5 1.8 - 0.9 2.7 1.6 1.6 4.3 211.2 0.8 (13.5) (6.2) 99 MINERAL RESOURCE STATEMENT FOR ASTRON AND ITS SUBSIDIARIES Geology and Geological Interpretation Summary of annual review The update of Astron’s Mineral Resource estimate for the Donald and Jackson Deposits was completed and announced to the ASX on 7 April 2016 – i.e. during the financial year ended on 30 June 2016. Balance date Astron’s Mineral Resource Estimate is provided as at 30 June 2016. Governance arrangements Astron has controls in respect of reporting Mineral Resource Estimates, which include both internal approval process and where relevant obtaining external competent persons approval. The Donald and Jackson Deposits belong to the so‑called “WIM‑style” fine‑grained mineral sands deposits discovered in the Wimmera area of the Murray Basin in the 1980s. They consist of large and broad lobate sheet‑ like heavy mineral (HM) accumulations deposited within the Late Miocene to Late Pliocene Loxton‑Parilla Sands. These deposits are believed to represent accumulations that developed below the active wave base in a near shore environment, possibly representing the submarine equivalent of the strand style deposits. The WIM‑style deposits are considerably larger in tonnage than strand‑line deposits that are formed along the seaward face of shorelines. Mineral Resource estimate Following the 2015 in‑fill drilling and audit of the project drilling database, Astron commissioned independent consultants to update the Mineral Resource estimates for the Donald and Jackson deposits in accordance with the requirements of the JORC 2012 Code. This update was finalised in April 2016. The current Mineral Resource estimate totals 5.71 billion tonnes of sand at an average grade of 3.2% HM (at 1% HM cut‑off) ‑ with Measured, Indicated and Inferred categories classified as presented in Table 1 for the Donald and Jackson Deposits. In addition to assaying the total HM content, major valuable heavy minerals (VHM) were assayed in more than 50% of all drill holes and the heavy mineral assemblage is presented in Table 2. 100 Astron Corporation Limited Annual Report 2016 MINERAL RESOURCE ESTIMATE TABLE 1 : HEAVY MINERAL (HM) SAND – MINERAL RESOURCE ESTIMATE Area RL2006 RL2003 Total Jackson Deposit (RL2003 & RL2006) RL2002 MIN5532 Total Donald Deposit (RL2002 & MIN5532) TOTAL Donald Project Note: Classification Measured Indicated Inferred Subtotal Measured Indicated Inferred Subtotal Measured Indicated Inferred Total Measured Indicated Inferred Subtotal Measured Indicated Inferred Subtotal Measured Indicated Inferred Total Measured Indicated Inferred Total Tonnes (Mt) 0 58 24 82 0 1,845 560 2,405 0 1,903 584 2,487 343 833 1,595 2,771 372 75 7 454 715 907 1,603 3,225 715 2,811 2,187 5,712 1. The total tonnes may not equal the sum of the individual resources due to rounding. 2. The cut‑off grade is 1% HM. 3. The figures are rounded to the nearest: 10M for tonnes, one decimal for HM, Slimes and Oversize. 4. For further details including JORC Code, 2012 Edition – Table 1 and cross sectional data, see previous announcements dated 7 April 2016, available at ASX’s website at http://www.asx.com.au/. HM (%) 0.0 1.6 1.8 1.6 0.0 2.8 2.9 2.9 0.0 2.8 2.9 2.8 3.9 3.3 3.4 3.4 4.5 4.0 3.5 4.4 4.2 3.4 3.4 3.6 4.3 3.0 3.3 3.2 Slimes (%) 0.0 14.1 14.4 14.2 0.0 19.2 16.8 18.6 0.0 19.0 16.7 18.5 19.8 16.2 15.7 16.4 14.4 13.8 13.5 14.2 17.0 16.0 15.7 16.1 18.1 17.9 16.4 16.9 Oversize (%) 0.0 6.2 4.7 5.8 0.0 5.8 3.2 5.2 0.0 5.8 3.3 5.2 8.1 13.5 6.0 8.5 12.8 13.1 10.6 12.8 10.6 13.4 6.0 9.1 11.1 8.2 5.5 7.3 101 About TABLE 2 : HM ASSEMBLAGE AND MINERAL RESOURCE ESTIMATE FOR AVAILABLE VHM DATA Area Classification RL2006 Measured Indicated Inferred Subtotal RL2003 Measured Indicated Inferred Subtotal Total Jackson Deposit Measured Indicated (RL2003 & RL2006) Inferred Total RL2002 Measured Indicated Inferred Subtotal MIN5532 Measured Indicated Inferred Subtotal Measured Indicated Inferred Total Total Donald Deposit (RL2002 & MIN5532) TOTAL Measured Indicated Inferred Total Donald Project Note: Tonnes (Mt) 0 18 8 26 650 146 797 668 155 823 185 454 647 1,286 264 49 5 317 448 503 652 1,604 448 1,171 807 2,427 HM (%) 0.0 2.1 2.5 2.2 5.0 4.1 4.8 4.9 4.0 4.8 5.5 4.2 4.9 4.8 5.4 4.9 4.2 5.3 5.4 4.3 4.9 4.9 5.4 4.6 4.7 4.8 Slimes Oversize Zircon Rutile+ anatase Ilmenite Leucoxene Monazite (%) 0.0 14.2 14.1 14.2 18.2 15.2 17.7 18.1 15.1 17.6 19.1 15.9 15.2 16.0 14.2 13.6 13.5 14.1 16.2 15.7 15.2 15.6 16.2 17.1 15.2 16.3 (%) (% HM) (% HM) (% HM) (% HM) (% HM) 0.0 5.7 4.5 5.3 5.4 3.1 5.0 5.4 3.1 5.0 7.3 13.2 5.8 8.6 12.2 12.1 10.5 12.1 10.2 13.1 5.8 9.3 10.2 8.7 5.3 7.9 0 17 16 17 18 22 19 18 21 19 21 17 18 18 19 20 22 19 20 18 18 18 20 18 19 19 0 8 8 8 9 10 9 9 9 9 9 7 9 8 7 7 7 7 8 7 8 8 8 8 9 8 0 29 30 29 32 32 32 32 32 32 31 33 33 33 31 33 36 32 31 33 33 32 31 32 33 32 0 31 32 31 17 14 17 17 15 17 19 19 17 18 22 22 20 22 21 20 17 19 21 18 17 18 0 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 3 2 2 2 2 2 2 2 2 2 1. The total tonnes may not equal the sum of the individual resources due to rounding. 2. The cut‑off grade is 1% HM. 3. The figures are rounded to the nearest: 1M for tonnes, one decimal for HM, Slimes and Oversize and whole numbers for zircon, ilmenite, rutile + anatase, leucoxene and monazite. 4. Zircon, ilmenite, rutile + anatase, leucoxene and monazite percentages are report as a percentage of the HM. 5. Rutile + anatase, leucoxene and monazite resource has been estimated using fewer samples than the other valuable heavy minerals. The accuracy and confidence in their estimate is therefore lower. 6. For further details including JORC Code, 2012 Edition – Table 1 and cross sectional data, see previous announcements dated 7 April 2016 will, available at ASX’s website at http://www.asx.com.au/. 6 1 0 2 t r o p e R l a u n n A 102 Astron Corporation Limited DIRECTORS Mr Gerard King (Chairman) Mr Alexander Brown (Managing Director) Mdm Kang Rong (Executive Director) COMPANY SECRETARY AND REGISTERED OFFICE McCabe Secretarial Service Limited 16th Floor, Wing‑On‑Centre, 111 Connaught Road Central, Hong Kong AUSTRALIAN CORPORATE OFFICE 73 Main Street, Minyip, VIC 3392 T: 61 3 5385 7088 F: 61 3 5385 7050 CHINA BUSINESS OFFICE c/- Yingkou Astron Mineral Resources Co Ltd Level 18, Building B, Fortune Plaza 53 Beizhan Road, Shenhe District, Shenyang Liaoning Province, China 110016 T: 86 24 3128 6222 F: 86 24 3128 6222 BANKERS Commonwealth Bank of Australia 48 Martin Place Sydney NSW 2000, Australia SHARE REGISTRAR Computershare Investor Services Limited Level 3, 60 Carrington Street Sydney NSW 2001, Australia Computershare Hong Kong Investor Services Limited Hopewell Centre, 46th floor 183 Queen’s Road East Wan Chai, Hong Kong AUDITORS Grant Thornton Audit Pty Limited Level 17, 383 Kent Street Sydney NSW 2000, Australia Grant Thornton Hong Kong Limited Level 12, 28 Hennessy Road Wan Chai, Hong Kong INTERNET ADDRESS www.astronlimited.com l t r o p e r a u n n a 6 1 0 2