Artemis Resources Limited
and its controlled entities
Annual financial report
for the year ended
30 June 2016
Artemis Resources Limited ABN: 80 107 051 749
Telephone: +61 8 9480 0459 | Facsimile: +61 2 9078 7661 | Email: info@artemisresources.com.au
Level 3 IBM Building, 1060 Hay Street WEST PERTH 6005 | PO Box R933 Royal Exchange, NSW 1225 Australia
www.artemisresources.com.au
CONTENTS PAGE
Review of Operations
Annual Mineral Resources Statement
Tenement Schedule
Corporate Governance
Directors’ Report
Auditor’s Independence Declaration
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Financial Statements
Directors’ Declaration
Independent Auditors Report
Additional Information for Listed Companies
Corporate Directory
Annual Report for 2016
3
7
9
10
11
18
19
20
21
22
23
44
45
47
49
2
REVIEW OF OPERATIONS
Artemis Resources Limited (“Artemis”) is pleased to outline below the Company’s progress for the financial
year ending 30 June 2016.
AREAS OF REVIEW
Farm in to Munni Munni Platinum Project
‐
‐ West Pilbara drilling
‐
‐ Corporate matters
Farm out of Amitsoq Graphite Project
Munni Munni Platinum Project
In August 2015 the Company executed an agreement with Platina Resources Limited to earn a 70% interest in the
Munni Munni Platinum Group Elements Project (the “Munni Munni Project”).
The Munni Munni Project hosts the largest intrusion in the West Pilbara and hosts a JORC 2004 compliant Resource
of 24 Mt @ 2.9 g/t Platinum Group Element (PGE) + gold (1.4Mt Inferred, 9.8Mt indicated and 12.4Mt Measured)
(0.83Moz platinum. 1.14Moz palladium, 152Koz gold and 76Koz rhodium). Munni Munni is the largest as yet un‐
mined primary PGE Resource in Australia.
Figure 1. Munni Munni Project location map. Munni Munni mining licences in orange and Artemis tenements in blue
Annual Report for 2016
3
In accordance with the terms of the Agreement with Platina, Artemis will earn a 70% interest by spending $750,000
over a three year period. In addition a Royalty of $400,000 is payable to Franco Nevada Corporation on the project
achieving commercial mining production. Artemis issued Platina with 100 million shares for the earn in right.
While Artemis continues to maintain the tenements in good standing, no significant work was undertaken during the
year.
West Pilbara Drilling
In late 2015 the Company completed a heritage clearance of Weerianna and the Carlow Castle area comprising the
Milburn, Goodluck (Chapman), Little Fortune (Thorpe), Fortune South and the Mt Sholl gold prospects with no
restrictions imposed on planned exploration in these areas.
A preliminary drilling programme was undertaken in late 2015 comprising five Reverse Circulation (RC) drill holes at
the Little Fortune and Goodluck prospects at the Carlow Castle project in the West Pilbara region of WA.
The drilling at both Little Fortune (Figure 2) and Goodluck (Figure 3) returned sulphide mineralised intercepts of
chalcopyrite and pyrrhotite from the electromagnetic anomaly target zone. Associated with the sulphide mineralisation
are variable grades of copper, gold and silver, as seen below:
9m @ 2.7% Cu, 16.3 g/t Ag, from 67m in LFRC002
3m @ 2.16% Cu, 1.22 g/t Au, 16.1 g/t Ag, from 160m in LFRC001
1m @ 4.6% Cu, 2.2 g/t Au, 27 g/t Ag, from 33m in LFRC003
1m @ 3.4 g/t Au from 32m in LFRC004
4m @ 0.42% Cu from 103m in GLRC001
Figure 2. Drill Holes at Little Fortune Prospect
Annual Report for 2016
4
Figure 3. Drill Hole at Good Luck Prospect
Based on the results from phase 1 RC drilling, Artemis will now propose to expand Fixed Loop EM (FLTEM) surveys
targeting copper and gold.
Historic mine workings at Little Fortune are 600m in length (strike) and shallow. The Little Fortune assay results provide
information which will allow step out holes along strike and down dip to expand on the LFRC002 result.
Downhole EM (DHEM) is the next exploration step to assist Artemis in designing further exploration drilling.
The Carlow Castle Project is 10km south‐west of Roebourne and currently hosts a JORC (2012) Inferred Mineral Resource
of 418,000 tonnes at 3.0 g/t Au and 0.6% Cu, for total contained metal of 40,000 ounces of Au and 2,500 tonnes of Cu1.
Potential exists to increase this resource with a number of structures identified with shafts and recent prospector
activity that have never been drilled. The Little Fortune Prospect 2km to the south could add to this resource.
The Weerianna Gold Project is 4km west of Roebourne and currently hosts a JORC (2012) Inferred Mineral Resource of 1
million tonnes at 2.2 g/t Au for a total of 70,000 ounces of gold2. Excellent potential exists for a substantial increase in
tonnage, as the current resource is open at depth, and along strike.
In accordance with Listing Rule 5.23.2, Artemis confirms that it is not aware of any new information or data that materially affects the information
included in the relevant market announcement referred to above, and that in the case of mineral resources that all material assumptions and technical
parameters underpinning the estimates in the announcement referred to continue to apply and have not materially changed.
Amitsoq Graphite Project
In late 2015 the Company resolved to farm out its interest in the Amitsoq Graphite project to a company (Alba
Mineral Resources Limited) better equipped to further the exploration in Greenland. Alba will earn an interest in
the project through achieving certain exploration expenditure hurdles. Artemis is reflecting a profit of $52,608 on
the earn in to date. In the event Alba meets the minimum expenditure requirements and earns a 70% interest,
Artemis will receive a further £200,000.
In the event Alba earns up to 70% Artemis will retain a 20% interest in the project, which will have undergone
substantial further development.
1 As per ASX announcement dated 30 June 2014 “Completion of Gold Project Acquisition – Update on West Pilbara Resource Status”
2 As per ASX announcement dated 30 June 2014 “Completion of Gold Project Acquisition – Update on West Pilbara Resource Status”
Annual Report for 2016
5
Corporate Matters
Capital raising ‐ during the year the Company undertook a rights issue raising $812,092 through the issue of
812,092,000 shares at $0.001 each and issued a further 1,505,749,748 shares at $0.001 each to retire borrowings of
$940,000 and creditors of $565,750.
Project write downs – during the year the Company sought to sell its interest in the Mt Clement/Eastern Hills project.
As the value is currently uncertain the asset has been written down by approximately $2.5 million to no value. The
Company has also written off its interest in the Buchanans Creek project in the amount of $525,000 which it has farmed
out, as value is also uncertain, and has written off the expenditures associated with less prospective tenements
disposed of in the West Pilbara portfolio in the amount of approximately $2.7 million.
Board Restructure – during the year Mr Guy Robertson resigned as a Director but continues as Company Secretary and
was replaced by Mr Campbell Baird.
New opportunities – the Company has continued to review new opportunities in the resource and other sectors during
the year. A potential investment into a movie venture did not proceed and Artemis in August 2016 paid an exclusivity
fee of $100,000 through the issue of 100,000,000 shares to the vendor in accordance with that agreement.
Edward Mead
Director
16 September 2016
Annual Report for 2016
6
Annual Mineral Resources Statement
Gold: Mineral Resources as at 30 June 2016
Project
Area
Cutoff
Grade
(Au
g/t)
Resource
Category
Tonnes (t)
Au
(g/t)
Ag
(g/t)
Cu
(%)
Contained
Au (oz)
Contained
Ag (oz)
Contained
Cu (t)
Mt Clement1
Weerianna2
Carlow
Castle3
Total
Ashburton
West
Pilbara
West
Pilbara
Inferred
0.5
1,132,000
1.8
17
Inferred
1.0
1,005,000
2.2
Inferred
1.0
416,000
2,553,000
2.9
2.1
‐
‐
‐
‐
0.6
64,000
619,000
70,000
‐
‐
‐
40,000
174,000
‐
619,000
2,500
2,500
Note: all projects reported as 100% of resources. Artemis has acquired a 80% interest in Weerianna
Note: no Reserves nor Measured or Indicated Resources have yet been identified in the gold projects
Antimony: Mineral Resources as at 30 June 2016
Project
Area
Resource
Category
Cutoff
Grade
(Sb %)
Tonnes (t)
Eastern Hills4
Ashburton
Indicated
Inferred
Total
1.0
1.0
810,000
500,000
1,310,000
Sb
(%)
2
1.3
1.7
Pb
(%)
Ag
(g/t)
Au
(g/t)
Contained
Sb (t)
Contained
Pb (t)
3.1
1.5
2.5
26
16
24
0.41
0.2
0.34
15,900
6,500
22,400
25,200
7,500
32,700
Note: all projects reported as 100% of resources
Note: no Reserves or Measured Resources have yet been identified in the antimony projects
Material Changes and Resource Statement Comparison
The Company has during this year begun to review and report its mineral resources at least annually and provide an Annual Mineral Resource
Statement. The date of reporting is 30 June each year, to coincide with the Company’s end of financial year balance date. If there are any
material changes to its mineral resources over the course of the year, the Company is required to promptly report these changes. In completing
the annual review for the year ended 30 June 2016, the historical resource factors for Mt Clement and Carlow Castle were reviewed and found to
be relevant and current.
Governance Arrangements and Internal Controls
Artemis has ensured that the mineral resources quoted are subject to good governance arrangements and internal controls. The mineral
resources reported have been generated by independent external consultants who are experienced in best practices in modelling and estimation
methods. The consultants have also undertaken reviews of the quality and suitability of the underlying information used to generate the
resource estimation. In addition, Artemis’ management carries out regular reviews of internal processes and external contractors that have been
engaged by the Company.
All mineral resources reported here, except Mt Clement (see 1 below) were compiled in accordance with the ‘Australasian Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves’ (JORC Code) 2012 Edition.
Competent Person Statements
1 The information in this document that relates to Mt Clement Mineral Resources is based on information and supporting documentation
prepared by Mr Steven Nicholls, who is a Member of the Australian Institute of Geoscientists. Mr Nicholls is a consultant to Artemis Resources
Ltd, and is employed by Apex Geoscience Ltd. Mr Nicholls has sufficient experience which is relevant to the style of mineralisation and type of
deposit under consideration and to the activity which he is undertaking 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 Nicholls consents to the inclusion in the report
of the matters based on his information in the form and context in which it appears. The information in this document that relates to Mt
Clement Exploration Results and Mineral Resources was prepared and first disclosed under the JORC Code 2004. It has not been updated since to
comply with the JORC Code 2012 on the basis that the information has not materially changed since it was last reported.
2 The information in this document that relates to Weerianna Mineral Resources is based on information and supporting documentation
prepared by Mrs Fleur Muller, who is a Member of The Australasian Institute of Mining and Metallurgy and a Member of the Australian Institute
of Geoscientists. Mrs Muller is a consultant to Artemis Resources Ltd, and is employed by Geostat Services Pty Ltd. Mrs Muller has sufficient
experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which she is undertaking 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’. Mrs Muller consents to the inclusion in the report of the matters based on her information in the form and context in which it
appears.
3 The information in this document that relates to Exploration Targets, Exploration Results or Mineral Resources at Carlow Castle is based on
information and supporting documentation prepared by Mr Philip A Jones, who is a Corporate Member of The Australasian Institute of Mining
and Metallurgy and a Member of the Australian Institute of Geoscientists and independent consultant to the Company. Mr Jones has sufficient
experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking 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 Jones consents to the inclusion in the report of the matters based on his information in the form and context in which it
appears.
7
Annual Report for 2016
4 The information in this document that relates to Eastern Hills Mineral Resources is based on information and supporting documentation
prepared by Mr Simon Coxhell, who is a Member of The Australasian Institute of Mining and Metallurgy and a Member of the Australian
Institute of Geoscientists. Mr Coxhell is a consultant to the Company, and is employed by CoxsRocks Pty Ltd. Mr Coxhell has sufficient experience
which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking 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 Coxhell consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.
The Mineral Resource Statement as a whole, above, has been reviewed and approved by Mr Edward Mead, who is a Member of The
Australasian Institute of Mining and Metallurgy. Mr Mead is a Director and employee of the Company. Mr Mead has sufficient experience which
is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking 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 Mead consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.
The Company’s Exploration Target includes potential quantity and grade and is conceptual in nature. There has been insufficient exploration to
define these mineral resources and it is uncertain if further exploration will result in the determination of mineral resources.
Annual Report for 2016
8
Tenement Schedule
West Pilbara (Western Australia)
E47/1745
E47/1746
E47/1797
E47/3373
E47/1807³
E47/2652
E47/2696
E47/2716 (a)
E47/2724
M47/177²
M47/288²
M47/2235
P47/1518
P47/1519
P47/1520
P47/1112 (a)
P47/1126 (a)
P47/1127
P47/1134
P47/1619
P47/1621
P47/1622
E47/3204
E47/3160 (a)
E47/3322 (a)
Mt Clement (Western Australia)
M08/191¹
M08/192¹
M08/193¹
Yandal (Western Australia)
E53/1729 (a)
E53/1742 (a)
E53/1759 (a)
Other (Western Australia)
E04/2382
E04/2383
E80/4932
SMA JV – QLD4 (Queensland)
ML 3311
ML 30123
ML 30208
EPM 13694
EPM 14988
EPM 18490
(a) Tenement applications
¹ 80% Artemis ‐ Gold joint venture with Northern Star Resources (20%)
² 94% Artemis
³ 30.15% Interest – Non managed joint venture with Fox Resources Limited
4 Strategic Metals Australia Pty Limited (SMA) 95%, 5% held by Artemis
5 80% Artemis
Annual Report for 2016
9
CORPORATE GOVERNANCE STATEMENT
Artemis Resources Limited (“Artemis”), through its board and executives, recognises the need to establish and
maintain corporate governance policies and practices that reflect the requirements of the market regulators
and participants, and the expectations of members and others who deal with Artemis. These policies and
practices remain under constant review as the corporate governance environment and good practices evolve.
ASX Corporate Governance Principles and Recommendations
The third edition of ASX Corporate Governance Council Principles and Recommendations (the “Principles”) sets
out recommended corporate governance practices for entities listed on the ASX.
The Company has issued a Corporate Governance Statement which discloses the Company’s corporate
governance practices and the extent to which the Company has followed the recommendations set out in the
Principles. The Corporate Governance Statement was approved by the Board on 9 September 2016 and is
available on the Company’s website: http://artemisresources.com.au/investor‐centre/corporate‐governance/
Page 10
DIRECTORS REPORT
DIRECTORS’ REPORT
Your directors present their report on the Artemis Resources Limited (Artemis or the Company) for the financial
year ended 30 June 2016.
DIRECTORS
The names of directors in office at any time during or since the end of the period are:
Current Directors
MR GEORGE
FRANGESKIDES
Chairman
MR EDWARD MEAD
Executive Director
MR CAMPBELL BAIRD
Non‐Executive Director
Mr Frangeskides has a broad range of experience gained from over fifteen years
in the legal and corporate advisory sectors in Australia and the United Kingdom.
Mr Frangeskides is an Executive Director at Berwick Capital, a corporate
advisory firm which specialises in natural resources and which advises ASX and
AIM‐listed companies on projects and transactions in the mining and oil and gas
sectors. Prior to establishing Berwick Capital, Mr Frangeskides practised as a
lawyer focusing on corporate finance, commercial and capital market
transactions.
Mr Frangeskides was appointed a Director on 17 January 2011, resigned on 28
September 2011 and was re‐appointed on 15 August 2012.
Mr Mead is a geologist with 20 years’ experience in gold and base metals
exploration, mine development and mine production. Ed has also worked in the
oil and gas industry on offshore drilling platforms. Other commodities that he
has significant experience with are iron ore, magnetite, coal, manganese,
lithium, potash and uranium.
He has a BSc in geology from Canterbury University in New Zealand and is a
member of the Australian Institute of Mining and Metallurgy. He has worked
for the Geological Survey of Western Australia, Portman Mining, Western
Mining Corporation (BHPB), Sons of Gwalia, Fox Resources, Comdek Ltd and
Baker Hughes Inteq and a number of other companies through his own
consultancy.
Mr Mead was appointed a Director on 31 December 2014. Mr Mead is currently
a Director of Ram Resources Limited.
Mr Baird, has over 20 years of mining experience. Mr Baird was formerly the
CEO of Focus Minerals Pty Ltd, a Western Australian gold producer and prior to
this had extensive international experience developing projects in Finland for
Vulcan Resources and leading multiple feasibility studies across multiple
commodities for SRK Consulting.
Mr Baird has a bachelor of Engineering (Mining) from UNSW and a Masters of
International Finance from Curtain University, he is a Member of the AusIMM &
AICD and he sits on the Association of Mining and Exploration Council in
Australia as Treasurer.
Mr Baird was appointed a Director on 17 August 2015.
Directors have been in office since the start of the financial period to the date of this report.
Page 11
DIRECTORS’ REPORT
Former Director
Mr Guy Robertson – appointed 28 September 2011, resigned 17 August 2015
Secretary
MR GUY ROBERTSON
(Company Secretary)
B Com (Hons.) CA
Guy Robertson was appointed Company Secretary on 12 November 2009.
Mr Robertson has over 25 years’ experience as a Director, CFO and
Company Secretary of both public (ASX‐ listed) and private companies in
both Australia and Hong Kong. He has had significant experience in due
diligence, acquisitions, IPOs and corporate management. Mr Robertson has
a Bachelor of Commerce (Hons) and is a Chartered Accountant.
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
There were no significant changes in the state of affairs of the Company during the year.
PRINCIPAL ACTIVITIES
The principal activity of the Company during the financial year was mineral exploration and direct and indirect
investments in the mining industry. There have been no significant changes in the nature of the Company’s
principal activities during the financial year.
SIGNIFICANT AFTER BALANCE DATE EVENTS
On the 31 August 2016 the Company issued 100,000,000 shares at $0.001 each to a third party in relation to an
exclusivity fee for a transaction that did not proceed.
Other than as outlined above there are currently no matters or circumstances that have arisen since the end of the
financial period that have significantly affected or may significantly affect the operations of the consolidated
entity, the results of those operations, or the state of affairs of the consolidated entity in future financial years.
LIKELY FUTURE DEVELOPMENTS AND EXPECTED RESULTS
The primary objective of Artemis is to explore its current tenements in Australia and the Company continues to
look to invest in mineral resources projects which have the potential to become mines.
PERFORMANCE IN RELATION TO ENVIRONMENTAL REGULATION
The consolidated entity will comply with its obligations in relation to environmental regulation on its projects
when it undertakes exploration. The Directors are not aware of any breaches of any environmental regulations
during the period covered by this report.
OPERATING RESULTS AND FINANCIAL REVIEW
The loss of the consolidated entity after providing for income tax amounted to $6,477,486 (2015: loss of
$3,948,275).
The Group’s operating income increased to $203,391 (2015 ‐ $107,539) attributable to the profit on sale of a
contingent asset (see note 2) and the farming out of the Amitsoq project.
Expenses increased to $6,680,877 (2015‐$4,055,814) primarily attributable to a write off of exploration expenditure
in the amount of $5,798,979 relating to the Mt Clement Project, the Buchanans Creek Project and the write off of
expenditure allocated to West Pilbara tenements relinquished. While the Company retains its interest in the Mt
Clement and Buchanans Creek projects the carrying value is uncertain. The 2015 result includes a write down of
$2,168,830 relating to the Yandal project.
Page 12
DIRECTORS’ REPORT
The carrying value of exploration costs decreased to $1,631,509 (2015 $6,736,804) reflecting the write downs
outlined above.
Net assets declined to $1,237,509 (2015‐$5,297,150) reflecting the write down outlined above.
DIVIDENDS PAID OR RECOMMENDED
The directors do not recommend the payment of a dividend and no dividend has been paid or declared to the date
of this report.
MEETINGS OF DIRECTORS
The number of directors' meetings (including committees) held during the financial period, eligibility of each
director to attend and the number of meetings attended by each director is:
Director
Edward Mead
Campbell Baird
George Frangeskides
Guy Robertson
Directors Meetings
Meetings
Attended
Number
Eligible to
Attend
Audit Committee Meetings
Number
Eligible to
Attend
Meetings
Attended
8
5
8
1
8
7
8
1
2
‐
2
‐
2
‐
2
‐
In addition to the directors meetings outlined above there were 2 circular resolutions.
REMUNERATION REPORT (AUDITED)
Remuneration Policy
The board’s policy for determining the nature and amount of remuneration for board members and officers is as
follows:
The remuneration policy, setting the terms and conditions (where appropriate) for the executive directors
and other senior staff members, was developed by the Chairman and Company Secretary and approved by
the board;
In determining competitive remuneration rates, the board may seek independent advice on local and
international trends among comparative companies and industry generally. It examines terms and
conditions for employee incentive schemes, benefit plans and share plans. Independent advice may be
obtained to confirm that executive remuneration is in line with market practice and is reasonable in the
context of Australian executive reward practices;
The Company is a mineral exploration company, and therefore speculative in terms of performance.
Consistent with attracting and retaining talented executives, directors and senior executives, such
personnel are paid market rates associated with individuals in similar positions within the same industry.
issued particularly as the Company moves from
Options and performance
commercialisation to a producing entity and key performance indicators such as profit and production can
be used as measurements for assessing executive performance;
incentives may be
Given the early stage of the company’s projects it is not meaningful to track executive compensation to
financial results and shareholder wealth. It is also not possible to set meaningful specific objective
performance criteria for directors as this stage;
All remuneration paid to directors and officers is valued at the cost to the Company and expensed. Where
appropriate, shares given to directors, executives and officers are valued as the difference between the
market price of those shares and the amount paid by the director or executive. Options are valued using
the Black‐Scholes methodology; and
The board policy is to remunerate non‐executive directors and officers at market rates for comparable
Page 13
DIRECTORS’ REPORT
companies for time, commitment and responsibilities. The Chairman in consultation with independent
advisors determines payments to the non‐executive directors and reviews their remuneration annually,
based on market practice, duties and accountability. The maximum aggregate amount of fees that can be
paid to non‐executive directors is subject to approval by shareholders in a General Meeting, and is
currently $150,000 per annum, as approved by shareholders. Fees for non‐executive directors and officers
are not linked to the performance of the Company. However, to align directors’ interests with shareholder
interests, the directors and officers are encouraged to hold shares in the company.
Directors' and Executive Officers’ Remuneration
(a) Details of Directors and Key Management Personnel
(i) Current Directors
George Frangeskides ‐ Chairman (appointed 17 January 2011, resigned 28 September 2011, reappointed 15
August 2012)
Campbell Baird – Non‐Executive Director (appointed 17 August 2015)
Edward Mead – Executive Director (appointed 31 December 2014)
(ii) Former Directors
Guy Robertson – Executive Director (appointed 28 September 2011, resigned 17 August 2015)
(iii) Company Secretary
Guy Robertson
(iv) Key Management Personnel
Edward Mead – General Manager Exploration, with effect from 1 July 2014.
Directors’ remuneration and other terms of employment are reviewed annually by the board having regard to
performance against goals set at the start of the year, relative comparative information and independent expert
advice.
Except as detailed in Notes (a) – (d) to the Remuneration Report, no director has received or become entitled to
receive, during or since the financial period, a benefit because of a contract made by the Company or a related
body corporate with a director, a firm of which a director is a member or an entity in which a director has a
substantial financial interest. This statement excludes a benefit included in the aggregate amount of emoluments
received or due and receivable by directors and shown in Notes (a) – (d) to the Remuneration Report, prepared in
accordance with the Corporations regulations, or the fixed salary of a full time employee of the Company.
(b) Remuneration of Directors and Key Management Personnel
The non‐executive directors are responsible for determining and reviewing compensation arrangements. The
board will assess the appropriateness of the nature and amount of emoluments of such officers on a periodic basis
by reference to relevant employment market conditions with the overall objective of ensuring maximum
stakeholder benefit from the retention of a high quality board and executive team.
Remuneration of the Key Management Personnel of the Company and consolidated entity is set out below.
Page 14
DIRECTORS’ REPORT
2016
Base
Salary
and Fees
Share
Based
Payments
Post
Employment
Super
Contributions
Total
Base
Salary
and Fees
Share
based
Payments
2015
Post
Employment
Super
Contributions
Total
G. Frangeskides
G. Robertson¹
E.Mead
C. Baird
S. Coates
T. Woolfe
82,270
67,645
141,000
30,500
‐
‐
321,415
‐
‐
‐
‐
‐
‐
‐
‐
‐
82,270
46,379
67,645
102,000
‐ 141,000
15,000
30,500
‐
‐
‐
‐
15,000
‐
‐
4,739
16,500
‐ 321,415
183,118
16,500
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
46,379
102,000
15,000
‐
15,000
21,239
199,618
¹ Of this amount Mr Robertson was paid $7,645 as Directors fees and $60,000 as Company Secretary fees.
(c) Remuneration Options granted and vested during the financial year ending 30 June 2016 and the financial
year ending 30 June 2015
To ensure that the Company has appropriate mechanisms to continue to attract and retain the services of
directors and employees of a high calibre, the Company has a policy of issuing options that are exercisable in
future at a certain fixed price.
No options were issued to directors during the year or the prior year.
(d) Share and Option holdings
All equity dealings with directors have been entered into with terms and conditions no more favourable than those
that the entity would have adopted if dealing at arm’s length.
Shares held by Directors and key management Personnel
Period from 1 July 2015 to 30 June 2016
Balance at
beginning
of year
Received as
Remuneration
Options
Exercised
Net Change
Other
Balance at end
of year
G. Frangeskides
1,000,000
E. Mead
C. Baird
G. Robertson
‐
‐
6,266,738
7,266,738
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
1,000,000
‐
‐
(2,887,422)
(2,887,422)
3.379,316
4,379,316
Page 15
DIRECTORS’ REPORT
Received as
Remuneration
Options
Exercised
Net Change
Other
Balance at end
of year
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
2,887,422
‐
(29,016,667)
(26,129,245)
‐
‐
1,000,000
6,266,738
‐
‐
7,266,738
Period from 1 July 2014 to 30 June 2015
Balance at
beginning
of year
‐
‐
1,000,000
3,379,316
‐
E. Mead
C. Baird
G. Frangeskides
G. Robertson
S. Coates
T.Woolfe¹
23,250,000
5,766,667
27,629,316
¹Balance prior to ceasing to act as a consultant to the Company.
5,766,667
Options and Performance Rights Held by Directors and key management Personnel
Period from 1 July 2014 to 30 June 2016
There were no options held by Directors and key management personnel in the year ended 30 June 2015 and 30
June 2016.
The performance rights on issue have not vested as the hurdles have not been met and have now expired.
OPTIONS
There has been no issue of ordinary shares as a result of the exercise of options by directors and senior
management during or since the end of the financial year. Directors’ holdings of shares and share options have
been disclosed in the Remuneration Report.
INDEMNIFYING OFFICERS
In accordance with the constitution, except as may be prohibited by the Corporations Act 2001, every officer or
agent of the Company shall be indemnified out of the property of the Company against any liability incurred by
him or her in his or her capacity as officer or agent of the Company or any related corporation in respect of any act
or omission whatsoever and howsoever occurring or in defending any proceedings, whether civil or criminal.
During the financial year the Company paid insurance premiums of $4,632 in respect of a contract insuring the
directors and officers of the consolidated entity against any liability incurred in the course of their duties to the
extent permitted by the Corporations Act 2001. The insurance premiums relate to:
Costs and expenses incurred by the relevant officers in defending legal proceedings, whether civil or
criminal and whatever their outcome; and
Other liabilities that may arise from their position, with the exception of conduct involving wilful breach
of duty or improper use of information to gain a personal advantage.
PROCEEDINGS ON BEHALF OF COMPANY
No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any
proceeding to which the Company is a party for the purpose of taking responsibility on behalf of the Company for
all or any part of those proceedings.
The Company was not a party to any such proceedings during the year.
Page 16
DIRECTORS’ REPORT
AUDITOR’S INDEPENDENCE DECLARATION
The lead auditor’s independence declaration for the year ended 30 June 2016 has been received and can be found
on page 18 of the financial report.
NON‐AUDIT SERVICES
The Board of Directors, in accordance with advice from the audit committee, is satisfied that the provision of non‐
audit services during the year is compatible with the general standard of independence for auditors imposed by
the Corporations Act 2001. The Directors are satisfied that the services disclosed below did not compromise the
external auditor’s independence for the following reasons:
‐
‐
all non‐audit services are reviewed and approved by the audit committee prior to commencement to
ensure they do not adversely affect the integrity and objectivity of the auditor, and
the nature of the services provided does not compromise the general principles relating to auditor
independence in accordance with ARES 110: Code of Ethic for Professional Accountants set by the
Accounting Professional and Ethical Standards Board.
The following fees were paid to Hall Chadwick for non‐audit services provided during the year ended 30 June 2016:
Taxation services
$3,000
This report is made in accordance with a resolution of the directors.
Edward Mead
Director
16 September 2016
Page 17
ARTEMIS RESOURCES LIMITED
ABN 80 107 051 749
AND ITS CONTROLLED ENTITIES
AUDITOR’S INDEPENDENCE DECLARATION
UNDER S 307C OF THE CORPORATIONS ACT 2001
TO THE DIRECTORS OF ARTEMIS RESOURCES LIMITED
I declare that, to the best of my knowledge and belief, during the year ended 30 June 2016
there has been:
i.
ii.
no contraventions of the auditor independence requirements as set out in the
Corporations Act 2001 in relation to the audit; and
no contraventions of any applicable code of professional conduct in relation to the
audit.
Hall Chadwick
Level 40, 2 Park Street
Sydney NSW 2000
DREW TOWNSEND
Partner
Dated: 16 September 2016
Page 18
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED JUNE 2016
Note
2(b)
2(b)
Continuing Operations
Revenue
Other Income
Administration expenses
Professional fees and consultancy costs
Occupancy costs
Compliance and regulatory expenses
Payments to directors
Exploration expenditure written off
Management fees
Travel
Share based payments
Legal Fees
Borrowing costs
LOSS BEFORE INCOME TAX FOR THE YEAR
Income tax expense
LOSS AFTER INCOME TAX FOR THE YEAR
3
LOSS FOR THE YEAR ATTRIBUTABLE TO:
Members of the parent entity
Non‐controlling interest
TOTAL LOSS FOR THE YEAR
OTHER COMPREHENSIVE INCOME/(LOSS)
Items that will not be reclassified to profit or loss:
Net change in fair value of available for sale investments
Items that may be reclassified subsequently to profit or loss:
Income tax relating to components of other
comprehensive income
TOTAL COMPREHENSIVE LOSS FOR THE YEAR
TOTAL COMPREHENSIVE LOSS FOR THE YEAR
ATTRIBUTABLE TO
Owners of the parent
Non‐controlling interest
Consolidated
30 June 2016
$
Consolidated
30 June 2015
$
202,608
783
(50,595)
(176,392)
(11,796)
(63,673)
(180,369)
(5,798,979)
(22,203)
(13,003)
‐
(330,329)
(33,538)
(6,477,486)
‐
(6,477,486)
(6,477,486)
‐
(6,477,486)
100,297
7,242
(99,874)
(128,869)
(50,354)
(86,538)
(128,379)
(2,228,830)
(87,500)
(25,681)
(46,500)
(1,120,936)
(52,353)
(3,948,275)
‐
(3,948,275)
(3,948,275)
‐
(3,948,275)
‐
(68,128)
‐
‐
(6,477,486)
(32,195)
(100,323)
(4,048,598)
(6,477,486)
‐
(6,477,486)
(4,048,598)
‐
(4,048,598)
Earnings per share – continuing operations
Basic loss per share (cents)
Diluted loss per share (cents)
19
19
(0.26)
(0.26)
(0.34)
(0.34)
The consolidated statement of profit or loss and other comprehensive income is to be read in conjunction with the
attached notes
Page 19
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 30 JUNE 2015
Consolidated
30 June 2016
$
Consolidated
30 June 2015
$
Note
4
5
6
9
10
11
12
13
18,149
101,595
15,989
135,733
340,922
67,589
15,989
424,500
1,631,509
1,631,509
6,736,804
6,736,804
1,767,242
7,161,304
529,736
‐
529,736
924,965
939,189
1,864,154
529,736
1,864,154
1,237,506
5,297,150
32,374,443
‐
(31,136,937)
1,237,506
‐
1,237,506
29,956,601
125,000
(24,784,451)
5,297,150
‐
5,297,150
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Other financial assets
Total current assets
NON‐CURRENT ASSETS
Evaluation and exploration expenditure
Total non‐current assets
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Borrowings
Total current liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Share Capital
Reserves
Accumulated losses
Parent interests
Non‐controlling interest
TOTAL EQUITY
The consolidated statement of financial position is to be read in conjunction with the attached notes.
Page 20
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2015
Attributable to equity holders of parent
CONSOLIDATED ‐ 2016
$
$
Share Capital
Reserves
Accumulated
Losses
$
Total Equity
$
Balance 1 July 2015
Loss for the year
Total comprehensive
income for the year
Issue of shares
Expiry of options
Balance as at 30 June
2016
29,956,601
‐
125,000
‐
(24,784,451)
(6,477,486)
5,297,150
(6,477,486)
‐
2,417,842
‐
‐
‐
(125,000)
(6,477,486)
‐
125,000
(6,477,486)
‐
‐
32,374,443
‐
(31,136,937)
1,237,506
Attributable to equity holders of parent
CONSOLIDATED ‐ 2015
$
$
Share Capital
Reserves
Accumulated
Losses
$
Total Equity
$
Balance 1 July 2014
Loss for the year
Net change in the fair
value of available‐for‐
sale financial assets
Total comprehensive
income for the year
Issue of shares
Share issue costs
Issue of options
Expiry of options
Balance as at 30 June
2015
28,918,343
‐
572,536
‐
(21,308,389)
(3,948,275)
8,182,490
(3,948,275)
‐
(100,323)
‐
(100,323)
‐
1,076,793
(38,535)
‐
‐
(100,323)
‐
‐
125,000
(472,213)
(3,948,275)
‐
‐
‐
472,213
(4,048,598)
1,076,793
(38,535)
125,000
‐
29,956,601
125,000
(24,784,451)
5,297,150
The consolidated statement of changes in equity is to be read in conjunction with the attached notes.
Page 21
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2015
Consolidated
30 June 2015
$
Consolidated
30 June 2015
$
Note
22
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from operations
Payments to suppliers and employees
Interest received
Interest paid
NET CASH USED IN OPERATING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of investments
Payments for exploration and evaluation
Research and development tax receipt
NET CASH USED IN INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Loan proceeds
Repayment of loan
NET CASH PROVIDED BY FINANCING
ACTIVITIES
Decrease in cash held
Cash at the beginning of the year
CASH AT THE END OF THE YEAR
4
‐
(814,702)
789
‐
(813,913)
265,407
(586,359)
‐
(320,952)
812,092
‐
‐
812,092
(322,773)
340,922
18,149
‐
(1,371,003)
7,242
(52,353)
(1,416,114)
240,297
(835,160)
247,926
(346,937)
955,543
939,189
(542,255)
1,352,477
(410,574)
751,496
340,922
The consolidated statement of cash flows is to be read in conjunction with the attached note.
Page 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
Notes to the Financial Statements for the year ended 30 June 2016
These consolidated financial statements and notes represent those of Artemis Resources Limited and Controlled
Entities (the “consolidated group” or “group”).
The separate financial statements of the parent entity, Artemis Resources Limited, have not been presented within
this financial report as permitted by the Corporations Act 2001.
The financial statements were authorised for issue on 23 September 2016 by the directors of the company.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PREPARATION
The financial report is a general purpose financial report that has been prepared in accordance with Australian
Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the
Australian Accounting Standards Board, International Financial Reporting Standards as issued by the
International Accounting Standards Board and the Corporations Act 2001. The Group is a for profit entity for
financial reporting purposes under Australian Accounting Standards.
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a
financial report containing relevant and reliable information about transactions, events and conditions.
Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply
with International Financial Reporting Standards. Material accounting policies adopted in the preparation of
this financial report are presented below and have been consistently applied unless otherwise stated.
The financial report has been prepared on an accruals basis and is based on historical costs, modified, where
applicable, by the measurement at fair value of selected non‐current assets, financial assets and financial
liabilities.
The financial statements are presented in Australian dollars which is the Company’s functional and
presentation currency.
a. Principles of Consolidation
The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by
Artemis Resources Limited at the end of the reporting period. A controlled entity is any entity over which
Artemis Resources Limited has the ability and right to govern the financial and operating policies so as to
obtain benefits from the entity’s activities.
Where controlled entities have entered or left the Group during the year, the financial performance of
those entities is included only for the period of the year that they were controlled. A list of controlled
entities is contained in Note 7 to the financial statements.
In preparing the consolidated financial statements, all inter‐group balances and transactions between
entities in the consolidated group have been eliminated in full on consolidation.
Non‐controlling interests, being the equity in a subsidiary not attributable, directly or indirectly, to a parent,
are reported separately within the equity section of the consolidated statement of financial position and
consolidated statement of comprehensive income. The non‐controlling interests in the net assets comprise
their interests at the date of the original business combination and their share of changes in equity since
that date.
Business Combinations
Business combinations occur where an acquirer obtains control over one or more businesses.
A business combination is accounted for by applying the acquisition method, unless it is a combination
involving entities or businesses under common control. The business combination will be accounted for
from the date that control is attained, whereby the fair value of the identifiable assets acquired and
liabilities (including contingent liabilities) assumed is recognised (subject to certain limited exemptions).
When measuring the consideration transferred in the business combination, any asset or liability resulting
from a contingent consideration arrangement is also included. Subsequent to initial recognition, contingent
Page 23
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
consideration classified as equity is not remeasured and its subsequent settlement is accounted for within
equity. Contingent consideration classified as an asset or liability is remeasured each reporting period to fair
value, recognising any change to fair value in profit or loss, unless the change in value can be identified as
existing at acquisition date.
All transaction costs incurred in relation to the business combination are expensed to the consolidated
statement of comprehensive income.
The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase.
b. Going concern
The financial statements have been prepared on the going concern basis, which contemplates continuity of
normal business activities and the realisation of assets and discharge of liabilities in the normal course of
business
As disclosed in the financial statements, the consolidated entity incurred losses of $6,477,486, had net cash
outflows from operating activities of $813,913 and investing activities of $320,952 for the year ended 30
June 2016, and had a working capital deficit as at 30 June 2015 of $394,003. The Company will need to raise
additional funds in the year ahead in order to meet all of its expenditure commitments.
These factors indicate significant uncertainty as to whether the Company and consolidated entity will
continue as a going concern and therefore whether they will realise their assets and extinguish their
liabilities in the normal course of business and at the amounts stated in the financial report.
The Directors believe that it is reasonably foreseeable that the company and consolidated entity will
continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of
the financial report after consideration of the following factors:
The consolidated entity has cash at bank at balance date of $18,149 and net assets of $1,237,506
as at 30 June 2016;
The Company has a letter of financial support from a major shareholder to allow it to meet its
debts as and when they fall due, prior to a planned capital raise.
The ability of the consolidated entity to further scale back certain parts of their activities that are
non‐essential so as to conserve cash; and
The consolidated entity retains the ability, if required, to wholly or in part dispose of interests in
mineral exploration and development assets.
Accordingly, the Directors believe that the company and consolidated entity will be able to continue as
going concerns and that it is appropriate to adopt the going concern basis in the preparation of the financial
report.
The financial report does not include any adjustments relating to the amounts or classification of recorded
assets or liabilities that might be necessary if the company and consolidated entity do not continue as going
concerns.
c. New accounting standards for application in future periods
Accounting Standards and Interpretations issued by the AASB that are not yet mandatorily applicable to the
Group, together with an assessment of the potential impact of such pronouncements on the Group when
adopted in future periods, are discussed below:
‐ AASB 9: Financial Instruments and associated Amending Standards (applicable to annual reporting periods
beginning on or after 1 January 2018).
Page 24
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
The Standard will be applicable retrospectively (subject to the provisions on hedge accounting outlined
below) and includes revised requirements for the classification and measurement of financial instruments,
revised recognition and derecognition requirements for financial instruments and simplified requirements
for hedge accounting.
The key changes that may affect the Group on initial application include certain simplifications to the
classification of financial assets, simplifications to the accounting of embedded derivatives, upfront
accounting for expected credit loss, and the irrevocable election to recognise gains and losses on
investments in equity instruments that are not held for trading in other comprehensive income. AASB 9
also introduces a new model for hedge accounting that will allow greater flexibility in the ability to hedge
risk, particularly with respect to hedges of non‐financial items. Should the entity elect to change its hedge
policies in line with the new hedge accounting requirements of the Standard, the application of such
accounting would be largely prospective.
The directors anticipate that the adoption of AASB 9 will not have a significant impact on the Group’s
financial statements.
‐ AASB 15: Revenue from Contracts with Customers (applicable to annual reporting periods commencing on
or after 1 January 2017).
When effective, this Standard will replace the current accounting requirements applicable to revenue with a
single, principles‐based model. Except for a limited number of exceptions, including leases, the new
revenue model in AASB 15 will apply to all contracts with customers as well as non‐monetary exchanges
between entities in the same line of business to facilitate sales to customers and potential customers.
The core principle of the Standard is that an entity will recognise revenue to depict the transfer of promised
goods or services to customers in an amount that reflects the consideration to which the entity expects to
be entitled in exchange for the goods or services. To achieve this objective, AASB 15 provides the following
five‐step process:
‐
‐
‐
‐
‐
identify the contract(s) with a customer;
identify the performance obligations in the contract(s);
determine the transaction price;
allocate the transaction price to the performance obligations in the contract(s); and
recognise revenue when (or as) the performance obligations are satisfied.
This Standard will require retrospective restatement, as well as enhanced disclosures regarding revenue.
Although the directors anticipate that the adoption of AASB 15 may have an impact on the Group’s financial
statements, it is impracticable at this stage to provide a reasonable estimate of such impact.
The directors anticipate that the adoption of AASB 15 will not have a significant impact on the Group’s
financial statements.
d.
Income taxes
The income tax expense (revenue) for the year comprises current income tax expense (income) and
deferred tax expense (income). Current income tax expense charged to the profit or loss is the tax
payable on taxable income calculated using applicable income tax rates enacted, or substantially
enacted, as at reporting date. Current tax liabilities (assets) are therefore measured at the amounts
expected to be paid to (recovered from) the relevant taxation authority.
Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability
balances during the year as well unused tax losses. Current and deferred income tax expense (income) is
charged or credited directly to equity instead of the profit or loss when the tax relates to items that are
credited or charged directly to equity. Deferred tax assets and liabilities are ascertained based on
temporary differences arising between the tax bases of assets and liabilities and their carrying amounts
in the financial statements. Deferred tax assets also result where amounts have been fully expensed but
future tax deductions are available. No deferred income tax will be recognised from the initial
Page 25
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
recognition of an asset or liability, excluding a business combination, where there is no effect on
accounting or taxable profit or loss.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period
when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted
at reporting date. Their measurement also reflects the manner in which management expects to
recover or settle the carrying amount of the related asset or liability. Deferred tax assets relating to
temporary differences and unused tax losses are recognised only to the extent that it is probable that
future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.
Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and
joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of
the temporary difference can be controlled and it is not probable that the reversal will occur in the
foreseeable future.
Current tax assets and liabilities are offset where a legally enforceable right of set‐off exists and it is
intended that net settlement or simultaneous realisation and settlement of the respective asset and
liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set‐
off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation
authority on either the same taxable entity or different taxable entities where it is intended that net
settlement or simultaneous realisation and settlement of the respective asset and liability will occur in
future periods in which significant amounts of deferred tax assets or liabilities are expected to be
recovered or settled.
e. Exploration and evaluation costs
Exploration, evaluation and development expenditure incurred is accumulated in respect of each
identifiable area of interest. These costs are only carried forward to the extent that they are expected to
be recouped through the successful development of the area or where activities in the area have not yet
reached a stage that permits reasonable assessment of the existence of economically recoverable
reserves. Accumulated costs in relation to an abandoned area are written off in full against profit in the
year in which the decision to abandon the area is made.
When production commences, the accumulated costs for the relevant area of interest are amortised
over the life of the area according to the rate of depletion of the economically recoverable reserves. A
regular review is undertaken of each area of interest to determine the appropriateness of continuing to
carry forward costs in relation to that area of interest. Costs of site restoration are provided over the life
of the facility from when exploration commences and are included in the costs of that stage. Site
restoration costs include the dismantling and removal of mining plant, equipment and building
structures, waste removal, and rehabilitation of the site in accordance with clauses of the mining
permits. Such costs have been determined using estimates of future costs, current legal requirements
and technology on an undiscounted basis.
Any changes in the estimates for the costs are accounted on a prospective basis. In determining the
costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to
community expectations and future legislation. Accordingly the costs have been determined on the
basis that the restoration will be completed within one year of abandoning the site.
f.
Leases
A distinction is made between finance leases which transfer from the lessor to the lessee substantially
all the risks and rewards incident to ownership of the leased asset and operating leases under which the
lessor retains substantially all the risks and rewards.
Where an asset is acquired by means of a finance lease, the fair value of the leased property or the
present value of minimum lease payments, if lower, is established as an asset at the beginning of the
lease term. A corresponding liability is also established and each lease payment is apportioned between
the finance charge and the reduction of the outstanding liability.
Page 26
Operating lease rental expense is recognised as an expense on a straight line basis over the lease term,
or on a systematic basis more representative of the time pattern of the user's benefit.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
g. Financial Instruments
Recognition and initial measurement
Financial assets and financial liabilities are recognised when the entity becomes a party to the
contractual provisions to the instrument. For financial assets, this is equivalent to the date that the
company commits itself to either the purchase or sale of the asset (ie trade date accounting is
adopted).
Financial instruments are initially measured at fair value plus transaction costs, except where the
instrument is classified “at fair value through profit or loss”, in which case transaction costs are
expensed to profit or loss immediately.
Classification and subsequent measurement
Financial instruments are subsequently measured at fair value, amortised cost using the effective
interest rate method, or cost.
Amortised cost is the amount at which the financial asset or financial liability is measured at initial
recognition less principal repayments and any reduction for impairment, and adjusted for any
cumulative amortisation of the difference between that initial amount and the maturity amount
calculated using the effective interest method.
Fair value is determined based on current bid prices for all quoted investments. Valuation techniques
are applied to determine the fair value for all unlisted securities, including recent arm’s length
transactions, reference to similar instruments and option pricing models.
The effective interest method is used to allocate interest income or interest expense over the relevant
period and is equivalent to the rate that discounts estimated future cash payments or receipts
(including fees, transaction costs and other premiums or discounts) through the expected life (or
when this cannot be reliably predicted, the contractual term) of the financial instrument to the net
carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows
will necessitate an adjustment to the carrying value with a consequential recognition of an income or
expense item in profit or loss.
The Group does not designate any interests in subsidiaries, associates or joint venture entities as
being subject to the requirements of Accounting Standards specifically applicable to financial
instruments.
(
(i) Financial assets at fair value through profit or loss
i
Financial assets are classified at “fair value through profit or loss” when they are held for trading for
)
the purpose of short‐term profit taking, derivatives not held for hedging purposes, or when they are
designated as such to avoid an accounting mismatch or to enable performance evaluation where a
Group of financial assets is managed by key management personnel on a fair value basis in
investment strategy. Such assets are
accordance with a documented risk management or
subsequently measured at fair value with changes in carrying value being included in profit or loss.
(ii) Loans and receivables
Loans and receivables are non‐derivative financial assets with fixed or determinable payments that
are not quoted in an active market and are subsequently measured at amortised cost.
Loans and receivables are included in current assets, where they are expected to mature
within 12 months after the end of the reporting period.
(iii) Held‐to‐maturity investments
Held‐to‐maturity investments are included in non‐current assets where they are expected to mature
within 12 months after the end of the reporting period. All other investments are classified as current
assets.
Page 27
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
(iv) Available‐for‐sale financial assets
Available‐for‐sale financial assets are non‐derivative financial assets that are either not suitable to be
classified into other categories of financial assets due to their nature, or they are designated as such
by management. They comprise investments in the equity of other entities where there is neither a
fixed maturity nor fixed or determinable payments.
They are subsequently measured at fair value with changes in such fair value (ie gains or losses)
recognised in other comprehensive income (except for impairment losses and foreign exchange
gains and losses). When the financial asset is derecognised, the cumulative gain or loss pertaining to
that asset previously recognised in other comprehensive income is reclassified into profit or loss.
Available‐for‐sale financial assets are included in non‐current assets where they are expected to be
sold within 12 months after the end of the reporting period. All other financial assets are classified
as current assets.
(v) Financial liabilities
Non‐derivative financial liabilities (excluding financial guarantees) are subsequently measured at
amortised cost.
Impairment
At the end of each reporting period, the Group assesses whether there is objective evidence that a
financial instrument has been impaired. In the case of available‐for‐sale financial instruments, a
prolonged decline in the value of the instrument is considered to determine whether an impairment
has arisen. Impairment losses are recognised in profit or loss. Also, any cumulative decline in fair
value previously recognised in other comprehensive income is reclassified to profit or loss at this
point.
h.
Impairment of assets
At each reporting date, the group reviews the carrying values of its tangible and intangible assets to
determine whether there is any indication that those assets have been impaired. If such an
indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less
costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s
carrying value over its recoverable amount is expensed to the consolidated statement of
comprehensive income. Impairment testing is performed annually for goodwill and intangible assets
with indefinite lives.
Where it is not possible to estimate the recoverable amount of an individual asset, the group
estimates the recoverable amount of the cash‐generating unit to which the asset belongs. In the
case of available‐for‐sale financial instruments, a prolonged decline in the value of the instrument is
considered to determine whether impairment has arisen.
i. Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short‐term
highly liquid investments with original maturities of 3 months or less, and bank overdrafts. Bank
overdrafts are shown within short‐term borrowings in current liabilities on the consolidated
statement of financial position.
j. Revenue recognition
Interest revenue is recognised using the effective interest method. It includes the amortisation of
any discount or premium.
k. Borrowing costs
Borrowing costs are recognised as an expense in the period in which they are incurred except
borrowing costs that are directly attributable to the acquisition, construction or production of an
Page 28
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
asset that necessarily takes a substantial period to get ready for its intended use or sale. In this case
the borrowing costs are capitalised as part of the cost of such a qualifying asset.
The amount of borrowing costs relating to funds borrowed generally and used for the acquisition of
qualifying assets has been determined by applying a capitalisation rate to the expenditures on those
assets. The capitalisation rate comprises the weighted average of borrowing costs incurred during
the period.
l.
Equity settled compensation
Share‐based payments to employees are measured at the fair value of the instruments issued and
amortised over the vesting periods. Share‐based payments to non‐employees are measured at the
fair value of goods or services received or the fair value of the equity instruments issued, if it is
determined the fair value of the goods or services cannot be reliably measured, and are recorded at
the date the goods or services are received. The corresponding amount is recorded to the option
reserve. The fair value of options is determined using the Black‐Scholes pricing model. The number
of shares and options expected to vest is reviewed and adjusted at the end of each reporting period
such that the amount recognised for services received as consideration for the equity instruments
granted is based on the number of equity instruments that eventually vest.
m. Goods and services tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount
of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is
recognised as part of the cost of acquisition of the asset or as part of an item of the expense.
Receivables and payables in the consolidated statement of financial position are shown inclusive of
GST. Cash flows are presented in the consolidated statement of cash flows on a gross basis, except
for the GST component of investing and financing activities, which are disclosed as operating cash
flows.
n. Comparative figures
When required by Accounting Standards, comparative figures have been adjusted to conform to
changes in presentation for the current financial year.
o. Significant judgements and key assumptions
The directors evaluate estimates and judgements incorporated into the financial report based on
historical knowledge and best available current information. Estimates assume a reasonable
expectation of future events and are based on current trends and economic data, obtained both
externally and within the group.
p. Key judgements
The Group capitalises expenditure relating to exploration and evaluation where it is considered likely
to be recoverable or where the activities have not reached a stage which permits a reasonable
assessment of the existence of reserves. While there are certain areas of interest from which no
reserves have been extracted, the directors are of the continued belief that such expenditure should
not be written off since feasibility studies in such areas have not yet concluded. Such capitalised
expenditure is carried at reporting date at $1,631,509.
Page 29
2. REVENUE AND OTHER INCOME
a) Revenue
Profit on sale of available for sale financial assets
Profit on disposal of project interest
Sale of contingent asset
b) Other Income
Interest received
3. INCOME TAXES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
Consolidated
2016
$
Consolidated
2015
$
‐
52,608
150,000
202,608
100,297
‐
‐
100,297
783
7,242
(a) Reconciliation between income tax expense and prima facie tax on accounting loss:
Loss before tax
Tax at 30% (2014: 30%)
Tax effect of non‐deductible expenses
Exploration expenditure
Tax losses and timing differences not brought to
account
Income tax expense
(b) Balance of franking account at year end
(c) Deferred tax liabilities taken to equity
Balance brought forward
Unrealised (loss)/gain on investments
Consolidated
2016
$
Consolidated
2015
$
(6,477,486)
(1,943,246)
1,727,074
(186,328)
402,500
‐
‐
‐
‐
‐
(3,948,275)
(1,184,483)
687,066
(177,968)
675,385
‐
‐
32,195
(32,195)
‐
Applicable tax rate
The applicable tax rate is 30%, the national corporate tax rate in Australia.
Analysis of deferred tax assets
No deferred tax assets have been recognised as yet, other than to offset deferred tax liabilities, as it is
currently not probable that future taxable profit will be available to realise the asset. Potential deferred tax
assets on carry forward losses amount to $ (2015‐$4,865,423).
4. CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash on hand and account balances with banks and investments in
money market instruments, net of outstanding bank overdrafts. Cash and cash equivalents included in the
consolidated statement of cash flows comprise the following amounts:
Cash and cash equivalents
Consolidated
2016
$
18,149
Consolidated
2015
$
340,922
Page 30
5. TRADE AND OTHER RECEIVABLES
Current
Trade receivables
Other
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
Consolidated
2016
$
Consolidated
2015
$
‐
101,595
101,595
4,156
63,433
67,589
The value of trade and other receivables considered by the Directors to be past due or impaired is nil (2014:
Nil).
6. OTHER FINANCIAL ASSETS
Non Current
Available‐for‐sale financial assets
Listed equity securities – at fair value
7. SUBSIDIARIES
Parent Entity:
Artemis Resources Limited
Subsidiaries:
Yandal Metals Pty Limited
Wombat Resources Pty Limited
Artemis Mining Corporation Pty Limited¹
Karratha Metals Limited
KML No 2 Pty Limited
Armada Mining Pty Limited
Western Metals Pty Limited
Artemis Graphite Pty Ltd²
Anco Holdings Limited
Consolidated
2016
$
Consolidated
2015
$
15,989
15,989
Country of
Incorporation
Ownership %
2016
Ownership %
2015
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Hong Kong
‐
100
100
25
100
100
100
80
100
49
‐
100
100
25
100
100
100
80
100
49
¹In accordance with the agreement, 75% of the shares in Artemis Mining Corporation Pty Limited was transferred to
Strategic Metals Australia Pty Ltd (SMA) following their reaching exploration spend commitments. In accordance with the
agreement SMA are required to issue Artemis 500,000 fully paid SMA ordinary shares which have not yet been issued,
and no value has been attributed to these shares.
²Artemis is farming out its interest in the Amitsoq graphite project to Alba Mineral Resources Limited (AIM Listed).
Artemis has accrued a residual payment owing by it in relation to the original purchase in the amount of $85,000. In
the event Alba meets the minimum expenditure requirements and earns a 70% interest, Artemis will receive a
further £200,000
In the event Alba earns up to 70% Artemis will retain a 20% interest in the project, which will have
undergone substantial further development.
Consolidated
The parent entity within the group is Artemis Resources Limited which is the ultimate parent entity in
Australia.
Page 31
8. PLANT AND EQUIPMENT
Plant and equipment
At cost
Opening balance
Disposals
Closing balance
Depreciation
Opening balance
Charge for the year
Disposals
Closing balance
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
Consolidated
2016
$
Consolidated
2015
$
‐
‐
‐
‐
‐
‐
‐
52,937
(52,937)
‐
(52,937)
‐
52,937
‐
‐
9. INTANGIBLE EXPLORATION AND EVALUATION EXPENDITURE
Consolidated
2016
$
Consolidated
2015
$
Exploration and evaluation expenditure
1,631,509
6,736,804
Reconciliation of carrying amount
Carrying amount at 1 July
Acquisition of tenements and tenement interests¹
Expenditure capitalised in current period
Capitalised expenditure written off²
Carrying value of project sold
Research and development rebate received
Carrying amount 30 June
6,736,804
100,000
622,228
(5,760,942)
(66,581)
‐
1,631,509
8,368,835
246,696
598,029
(2,228,830)
‐
(247,926)
6,736,804
¹ Relates to the acquisition of the Platina project in 2016 and in respect of 2015 a further 29% in the Weerianna Project
and costs associated with the acquisition of the Amitsoq graphite project.
² The Company wrote down its interests in the Mt Clement project and the Buchanans Creek project during the year. In
addition it wrote off those expenditures relating to tenements that were relinquished within the West Pilbara project
during the year. In 2015 the Company wrote off its interest in the Yandal project.
Costs capitalised on areas of interest have also been reviewed for impairment factors, such as resources
prices, ability to meet expenditure going forward, potential resource downgrades. It is the Directors’ opinion
that the Company has ownership, or title to the areas of interests it has capitalised expenditure on and has
reasonable expectations that its activities are ongoing.
The recoverability of the carrying amount of the exploration and evaluation assets is dependent on successful
development and commercial exploration, or, alternatively, sale of the respective area of interest.
All plaint matters on the Company’s tenements were resolved in the Company’s favour during the year.
Page 32
10. TRADE AND OTHER PAYABLES
Trade and other accounts payable
(unsecured)
11. BORROWINGS
Loans
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
Consolidated
2016
$
Consolidated
2015
$
529,736
924,966
Consolidated
2016
$
‐
Consolidated
2015
$
939,189
Loans payable to major shareholders Armengael Limited and Exchange Minerals Limited were converted to
equity during the year.
12. SHARE CAPITAL
3,656,158,159 (2015:
1,238,316,411) fully paid ordinary
shares
2016
Shares
2015
Shares
2016
$
2015
$
3,656,158,159 1,238,316,411
32,374,444
29,956,601
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to
the number of shares held. At shareholders’ meetings each ordinary share is entitled to one vote when a poll
is called, otherwise each shareholder has one vote on a show of hands.
Reconciliation of movements in share capital during the year:
Issued ordinary shares
Reconciliation of movement during year
Opening balance
Issue of shares – 21 August 2015
Issue of shares rights issue – 23
December 2015
Issue of shares rights Issue – 31 July 2014
Issue of shares – 20 October 2014
Issue of share placement – 31 October
2014
Issue of shares 17 December 2014 –
Weerianna acquisition
Issue of shares – 19 December 2014
Issue of shares – 10 February 2015
Issue of shares – 18 May 2015
Cost of raising capital
Closing balance
2016
No. Shares
3,656,158,159
2015
No. Shares
1,238,316,411
2016
$
2015
$
32,274,443
29,956,601
1,238,316,411
100,000,000
851,597,822
‐
29,956,601
100,000
28,918,343
‐
2,317,841,748
‐
‐
‐
210,847,756
4,166,667
2,317,842
‐
‐
‐
632,543
12,500
‐
107,666,666
‐
323,000
‐
‐
‐
‐
‐
3,656,158,159
48,437,500
2,000,000
12,160,000
1,440,000
‐
1,238,316,411
‐
‐
‐
‐
‐
32,374,443
68,750
6,000
30,400
3,600
(38,535)
29,956,601
(i) For further details of share based payments refer to Note 21.
Page 33
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
Capital management
When managing capital, management's objective is to ensure the entity continues as a going concern as well
as to maintain optimal returns to shareholders and benefits for other stakeholders. Management also aims to
maintain a capital structure that ensures the lowest cost of capital available to the entity.
Management is constantly adjusting the capital structure to take advantage of favourable costs of capital or
high returns on assets. As the market is constantly changing, management may issue new shares or sell assets
to reduce debt.
There have been no changes in the strategy adopted by management to control the capital of the group since
the prior year. This strategy is to maintain share capital as dictated by operational requirements and market
conditions.
13. RESERVES
Option Issue Reserve (a)
Unrealised Gains Reserve (b)
Consolidated
2016
$
‐
‐
‐
Consolidated
2015
$
125,000
‐
125,000
Reconciliation of movements during the year:
(a) Option Reserve
Total Options
Opening balance
Issue of options rights issue – 23 December
2015
Issue of options rights issue – 29 July 2014
Issue of options rights issue – 12 August 2014
Issue of options rights issue – 20 October 2014
Issue of options rights issue – 22 October 2014
Issue of options rights issue – 19 December 2014
Issue of options acquisition – 17 December 2014
Expiry of options – 30 June 2016
Expiry of options ‐ 30 November 2014
Expiry of options – 14 December 2014
Closing balance
2016
Options
2015
Options
2016
$
2015
$
2,524,817,348
331,975,600
‐
125,000
331,975,600
146,846,952
125,000
472,213
2,317,841,748
‐
‐
‐
‐
‐
‐
(125,000,000)
‐
‐
2,524,817,348
‐
52,438,521
273,461
16,666,666
10,250,000
500,000
125,000,000
‐
(10,000,000)
(10,000,000)
331,975,600
‐
‐
‐
‐
‐
‐
‐
(125,000)
‐
‐
‐
‐
‐
‐
‐
‐
125,000
‐
(63,073)
(409,140)
125,000
(i) For further details of share based payments refer to Note 21.
(b) Unrealised Gains Reserve
Opening balance
Increase/(Decrease) in value of financial assets
Closing balance
14. FINANCIAL INSTRUMENTS
Consolidated
2016
$
Consolidated
2015
$
‐
‐
‐
100,323
(100,323)
‐
Page 34
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
The Board of Directors takes responsibility for managing financial risk exposures of the Group. The Board
monitors the Group’s financial risk management policies and exposures and approves financial transactions.
It also reviews the effectiveness of internal controls relating to commodity price risk, counterparty credit risk,
currency risk, liquidity risk and interest rate risk. The Board meets monthly at which these matters are
reviewed.
The Board’s overall risk management strategy seeks to assist the consolidated group in meeting its financial
targets, while minimising potential adverse effects on financial performance. Its review includes the use of
hedging derivative instruments, credit risk policies and future cash flow requirements.
The Company’s principal financial instruments comprise cash, short term deposits and securities in Australian
listed companies. The main purpose of the financial instruments is to earn the maximum amount of interest
at a low risk to the company. The Company also has other financial instruments such as trade debtors and
creditors which arise directly from its operations. For the period under review, it has been the Company’s
policy not to trade in financial instruments. The Company holds financial instruments in the form of shares in
Australian listed companies with the aim of trading these shares to generate a profit.
The main risks arising from the Company’s financial instruments are interest rate risk and credit risk and
market risk. The board reviews and agrees policies for managing each of these risks and they are summarised
below:
Interest Rate Risk
(a)
The Company’s exposure to interest rate risk is the risk that a financial instrument’s value will fluctuate as a
result of changes in market interest rates and the effective weighted average interest rate for each class of
financial assets and financial liabilities. The Company does not have short or long term debt, and therefore
this risk is minimal.
At balance date, the Company had the following financial assets and liabilities exposed to interest rate risk
that are not designated as cash flow hedges:
Financial Assets
Cash and cash equivalents
Consolidated
2016
$
Consolidated
2015
$
18,149
340,922
(b) Credit Risk
Credit risk refers to the risk that a counter‐party will default on its contractual obligations resulting in
financial loss to the Company. The Company has adopted the policy of only dealing with credit worthy
counterparties and obtaining sufficient collateral or other security where appropriate, as a means of
mitigating the risk of financial loss from defaults.
The Company does not have any significant credit risk exposure to any single counterparty or any group of
counterparties having similar characteristics. The carrying amount of financial assets recorded in the financial
statements, net of any provisions for losses, represents the Company’s maximum exposure to credit risk.
(c)
Foreign exchange risk
The Company has no exposure to foreign exchange risk.
(d)
Equity securities price risk
Equity securities price risk arises from investments in listed equity securities. The Group is exposed to equity
price risk arising from its equity investments. Equity investments are held for trading purposes. The Group
does not actively trade these investments and no hedging or derivative transactions have been used to
manage equity price risk.
Page 35
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
(e)
Sensitivity analysis
The following tables summarise the sensitivity of the Group’s financial assets and liabilities to interest rate
risk, foreign exchange risk, and equity securities price risks. Had the relevant variables, as illustrated in the
tables, moved, with all other variables held constant, post tax profit and equity would have been affected as
shown. The analysis has been performed on the same basis for 2016 and 2015.
Consolidated
30 June 2016
Financial Assets
Cash and cash equivalents
Trade and other receivables
Other financial assets
Financial Liabilities
Trade and other payables
Borrowings
Total increase / (decrease)
Footnote
1
2
3
4
Consolidated
30 June 2015
Financial Assets
Cash and cash equivalents
Trade and other receivables
Other financial assets
Financial Liabilities
Trade and other payables
Borrowings
Total increase / (decrease)
Footnote
1
2
3
4
5
Carrying
Amount
$
Interest Rate Risk
‐1%
Interest Rate Risk
+1%
Profit
$
Equity
$
Profit
$
Equity
$
18,149
101,595
15,989
529,736
‐
(181)
(181)
181
181
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
(181)
(181)
181
181
Carrying
Amount
$
Interest Rate Risk
‐1%
Interest Rate Risk
+1%
Profit
$
Equity
$
Profit
$
Equity
$
340,922
(3,409)
(3,409)
3,409
3,409
67,589
15,989
924,966
939,189
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
9,391
5,982
9,391
5,982
(9,391)
(5,982)
(9,391)
(5,982)
1. Cash and cash equivalents are denominated in AUD and include deposits at call at floating and short‐term fixed
interest rates. At 30 June 2016, NIL was denominated in foreign currencies (30 June 2015 ‐$Nil)
2. Trade and other receivables are denominated in AUD and are not interest bearing.
3. Other financial assets are equity securities listed on the ASX and are denominated in AUD.
4. Trade and other payables at balance date are denominated in AUD and are not interest bearing.
5. Loan bears an interest rate of 10% per annum.
(f) Liquidity risk
The consolidated entity’s objective is to maintain a balance between continuity of funding and flexibility
through the use of bank loans, convertible notes and finance leases. Cash flows from financial assets reflect
management’s expectation as to the timing of realisation. Actual timing may therefore differ from that
disclosed. The timing of cash flows presented in the table to settle financial liabilities reflect the earliest
contractual settlement dates and do not reflect management’s expectations that banking facilities will roll
forward.
Page 36
The tables below reflect an undiscounted contractual maturity analysis for financial liabilities.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
Consolidated
Group
Financial liabilities ‐
due for payment:
Trade and other
payables
Borrowings
Total contractual
outflows
Cash and cash
equivalents
Trade and other
receivables
Financial assets
Total anticipated
inflows
Net
inflow/(outflow)
on financial
instruments
Within 1 year
2016
$
2015
$
1 to 5 years
2015
$
2016
$
Over 5 years
2016
$
2015
$
Total
2016
$
2015
$
529,736
924,966
‐
939,189
529,736
1,864,155
18,149
340,922
101,595
15,989
67,589
15,989
135,733
424,500
(394,003)
(1,439,655)
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
529,736
924,966
‐
939,189
529,736
1,864,155
18,149
340,922
101,595
15,989
67,589
15,989
135,733
424,500
‐
(394,003)
(1,439,655)
Management and the board monitor the Group’s liquidity reserve on the basis of expected cash flow. The
information that is prepared by senior management and reviewed by the board includes:
(i)
Annual cash flow budgets;
(ii) Monthly rolling cash flow forecasts.
(g) Net fair values
The carrying amount of financial assets and financial liabilities recorded in the financial statements represents
their respective net fair values, determined in accordance with the accounting policies disclosed in Note 1.
15. COMMITMENTS FOR EXPENDITURE
The consolidated group currently has commitments for expenditure at 30 June 2016 on its Australian
exploration tenements as follows:
Not later than 12 months
Between 12 months and 5 years
Greater than 5 years
Consolidated
Group
2015
$
Consolidated
Group
2014
$
537,800
873,500
333,000
1,744,300
808,885
2,055,435
365,517
3,229,837
The Company evaluates its tenements and exploration programme on an annual basis and may elect not to
renew tenement licences if it deems appropriate.
Page 37
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
16. CONTINGENT LIABILITIES AND CONTINGENT ASSETS
The Company has no contingent assets or liabilities.
During the year the Company sold a deferred consideration of $2 million receivable on the Yangibana project
(sold in 2011) achieving bankable feasibility, for $150,000.
17. RELATED PARTY DISCLOSURES
Refer to the Remuneration Report contained in the Directors Report for details of the remuneration paid or
payable to each member of the Group’s key management personnel for the year ended 30 June 2015. Key
management personnel for the year ended 30 June 2015 comprised the directors and the General Manager
Exploration.
The total remuneration paid to key management personnel of the company and the group during the year
are as follows:
Short term employee benefits
Share based payments
Consolidated Group
2016
$
321,416
‐
321,416
2015
$
183,118
16,500
199,618
The company contracts with third parties for the provision of all administrative and support services and
geological consulting support services.
(c) Remuneration Options: Granted and vested during the financial period ending 30 June 2016
No options were granted to directors during the year.
The relevant share based payment disclosures are contained in Note 20 to the financial statements.
(d) Share and Option holdings
All equity dealings with directors have been entered into with terms and conditions no more favourable than
those that the entity would have adopted if dealing at arm’s length.
(e) Related Party Transactions
Expenses
Integrated CFO Solutions Pty Limited¹
Aetos Consulting Limited²
Doraleda³
Consolidated
Group
2016
$
Consolidated
Group
2015
$
22,656
‐
‐
22,656
5,664
32,496
13,493
51,653
¹ Accounting services fees paid to Integrated CFO Solutions Pty Limited, a company in which Mr Robertson has an
interest.
² Consulting fees paid to Aetos Consulting Limited, a company in which Mr Frangeskides has an interest.
³ Consulting fees paid in respect of Mr Edward Mead, to Doraleda Pty Limited, a company in which Mr Mead has an
interest.
Page 38
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
18. SEGMENT INFORMATION
The consolidated entity operates in Australia in mineral and mining exploration. The Company is farming out
its interest in the Amitsoq Graphite project in Greenland. As at 30 June 2016 the Company is solely focused
on exploration in the West Pilbara for gold, base metals, platinum and platinum group elements.
Segment Revenue
External segment revenue
Segment expenses from
‐ continuing operating activities
(Loss) before income tax
Income tax benefit
(Loss) after income tax
Assets
Segment Assets
Total assets
Liabilities
Segment Liabilities
Total Liabilities
An analysis of segment assets is as follows:
Assets
Exploration assets
West Pilbara
Mount Clement/Eastern Hills
Amitsoq
Other exploration assets
Total exploration assets
Unallocated
TOTAL ASSETS
19. EARNINGS PER SHARE
Reconciliation of earnings per share
Basic and diluted earnings per share
(Loss) used in the calculation of the basic earnings per
share
Weighted average number of ordinary shares:
Used in calculating basic earnings per ordinary share
Dilutive potential ordinary shares
Used in calculating diluted earnings per share
Consolidated
2016
$
2015
$
203,391
107,539
(6,680,877)
(6,477,486)
(4,055,814)
(3,948,275)
‐
(6,477,486)
‐
(3,948,275)
1,631,509
1,631,509
7,161,304
7,161,304
529,736
529,736
1,864,154
1,864,154
1,631,509
‐
‐
‐
1,631,509
‐
1,631,509
3,724,352
2,421,105
65,446
525,900
6,736,804
424,500
7,161,304
Consolidated
Group
Consolidated
Group
2016
Cents
2015
Cents
(0.26)
(0.34)
(6,477,486)
(3,948,275)
No. of shares
No. of shares
2,524,541,353
‐
2,524,541,353
1,150,579,419
‐
1,150,579,419
Page 39
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
The company currently has a number of options as disclosed in the directors’ report. These options could
potentially dilute basic earnings per share in the future, but have not been included in the earnings per share
calculation above due to being anti‐dilutive for the period.
20. AUDITOR’S REMUNERATION
Auditor of parent entity
Audit fees – Hall Chadwick
Other services
Total
Consolidated
2016
$
Consolidated
2015
$
28,400
3,000
31,400
26,000
3,000
29,000
For the year ended 30 June 2016 the auditor appointed is Hall Chadwick.
21. SHARE BASED PAYMENTS
Goods or services received or acquired in a share‐based payment transaction are recognised as an increase in
equity if the goods or services were received in an equity‐settled share‐based payment transaction or as a
liability if the goods and services were acquired in a cash settled share‐based payment transaction.
For equity‐settled share‐based transactions, goods or services received are measured directly at the fair value
of the goods or services received provided this can be estimated reliably. If a reliable estimate cannot be
made the value of the goods or services is determined indirectly by reference to the fair value of the equity
instrument granted.
Transactions with employees and others providing similar services are measured by reference to the fair
value at grant date of the equity instrument granted.
Details of the options issued to key management personnel are included in the Directors’ report.
The following table illustrates the number (No.) and weighted average exercise prices of and movements in
unlisted share options issued during the year in respect of share based payments:
No.
2016
Weighted average
exercise price
No.
2015
Weighted average
Exercise price
Outstanding at the beginning of the year
125,000,000
0.3 cents
20,000,000
4 cents
Granted during the year
Exercised during the year
Expired/cancelled during the year
Outstanding at the end of the year
Exercisable at the end of the year
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
125,000,000
0.3 cents
‐
‐
(20,000,000)
4 cents
125,000,000
125,000,000
0.3 cents
0.3 cents
The share options outstanding at the end of the previous year had a weighted average exercise price of $0.003
and a weighted average remaining contractual life of years of 1.17 years.
The weighted average fair value of options granted during the year was $Nil (2015 : $125,000).
Page 40
Expenses arising from share‐based payment transactions
Total expenses arising from share‐based payment transactions recognised during the period as part of
employee benefit expense were as follows:
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
Consolidated
Group
2016
Consolidated
Group
2015
$
‐
$
16,500
Total key management personnel
Other information
No options have been exercised in the year to 30 June 2016.
22. RECONCILIATION OF NET CASH USED IN OPERATING ACTIVITIES TO LOSS AFTER
INCOME TAX
Loss after income tax
Depreciation
Exploration expenditure written off
Share based payments
Other non‐cash items
Profit on sale of investments
Changes in assets and liabilities during the financial period:
Decrease/(increase) in receivables
(Decrease)/Increase in trade and other payables
Net cash outflow from operating activities
Non cash financing and investing activities
Consolidated
2016
$
(6,477,484)
5,710,331
‐
166,000
(198,926)
Consolidated
2015
$
(3,948,275)
‐
2,228,830
46,500
‐
(100,297)
(34,007)
20,173
(813,913)
(13,417)
370,545
(1,416,114)
During the year the Company acquired the right to farm into the Munni Munni Platinum project for
$100,000 settled through the issue of 100,000,000 shares at $0.001 each. In addition the company settled
outstanding loans and interest in the amount of $940,000 through the issue of 940,000,000 shares at
$0.001 each. Other creditors in the amount of $565,750 were settled through the issue of 565,750,000
shares at $0.001 each.
Page 41
23. PARENT ENTITY DISCLOSURES
(a) Financial position
Current Assets
Cash and cash equivalents
Trade and other receivables
Other financial assets
Total Current Assets
Non‐current Assets
Trade and other receivables
Financial assets
Evaluation and exploration expenditure
Total Non‐current assets
Total Assets
Current Liabilities
Trade and other payables
Total Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Share Capital
Reserves
Accumulated losses
TOTAL EQUITY
(b) Reserves
Option issue reserve
Unrealised gains reserve
(c) Financial performance
Loss for the year
Other comprehensive income
Total comprehensive income
(d) Commitments
Exploration commitments
Not later than 12 months
Between 12 months and 5 years
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
2016
$
18,149
101,595
15,989
135,733
1,144,544
500,200
‐
1,644,744
1,780,477
2015
$
340,722
67,589
‐
408,311
1,907,481
2,372,200
2,486,551
6,766,232
7,174,543
529,736
529,736
1,864,155
1,864,155
529,736
1,864,155
1,250,741
5,310,388
32,374,444
‐
(31,123,703)
1,250,741
29,956,601
125,000
(24,771,213)
5,310,388
‐
‐
‐
125,000
‐
125,000
(6,477,484)
‐
(6,477,484)
(3,948,275)
(100,323)
(4,048,598)
‐
‐
‐
131,900
442,096
573,996
Page 42
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
24. SIGNIFICANT AFTER BALANCE DATE EVENTS
On the 31 August 2016 the Company issued 100,000,000 shares at $0.001 each to a third party in relation to
an exclusivity fee for a transaction that did not proceed.
Other than as outlined above there are no matters or circumstances that have arisen since the end of the
financial period that have significantly affected or may significantly affect the operations of the consolidated
entity, the results of those operations, or the state of affairs of the consolidated entity in future financial
years.
Page 43
ARTEMIS RESOURCES LIMITED
DIRECTORS’ DECLARATION
Directors’ Declaration
The directors of the company declare that:
1.
the financial statements and notes, as set out on pages 19 to 43, are in accordance with the
Corporations Act 2001 and:
a. comply with Accounting Standards which, as stated in accounting policy Note 1 to the financial
statements, constitutes compliance with International Financial Reporting Standards (IFRS); and
b. give a true and fair view of the financial position as at 30 June 2016 and of the performance for
the period ended on that date of the company and consolidated group;
in the directors’ opinion there are reasonable grounds to believe that the Company will be able to pay
its debts as and when they become due and payable; and
the directors have been given the declarations required by s295A of the Corporations Act 2001 from the
Chief Executive Officer and Chief Financial Officer.
2.
3.
This declaration is made in accordance with a resolution of the board of Directors.
Edward Mead
Director
16 September 2015
Page 44
ARTEMIS RESOURCES LIMITED
ABN 80 107 051 749
AND ITS CONTROLLED ENTITIES
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
ARTEMIS RESOURCES LIMITED
Report on the Financial Report
We have audited the accompanying financial report of Artemis Resources Limited which
comprises the consolidated statement of financial position as at 30 June 2016, the
consolidated statement of profit or loss and other comprehensive income, the consolidated
statement of changes in equity and the consolidated statement of cash flows for the year
then ended, notes comprising a summary of significant accounting policies and other
explanatory information and the directors’ declaration of the consolidated entity comprising
the company and the entities it controlled at the year’s end or from time to time during the
financial year.
Directors’ Responsibility for the Financial Report
The directors of the company are responsible for the preparation of the financial report that
gives a true and fair view in accordance with Australian Accounting Standards and the
Corporations Act 2001 and for such internal control as the directors determine is necessary
to enable the preparation of the financial report that is free from material misstatement,
whether due to fraud or error. In Note 1, the directors also state, in accordance with
Accounting Standard AASB 101: Presentation of Financial Statements that the financial
statements comply with International Financial Reporting Standards (IFRS).
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We
conducted our audit in accordance with Australian Auditing Standards. Those standards
require that we comply with relevant ethical requirements relating to audit engagements
and plan and perform the audit to obtain reasonable assurance whether the financial report
is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial report. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material misstatement of the financial
report, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the company’s preparation of the financial report in
order to design audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the entity’s internal control.
An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the directors, as well as evaluating the
overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion.
Independence
In conducting our audit, we have complied with the independence requirements of the
Corporations Act 2001.
Page 45
ARTEMIS RESOURCES LIMITED
ABN 80 107 051 749
AND ITS CONTROLLED ENTITIES
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
ARTEMIS RESOURCES LIMITED
Auditor’s Opinion
In our opinion:
a. the financial report of Artemis Resources Limited is in accordance with the
Corporations Act 2001, including:
i.
giving a true and fair view of the consolidated entity’s financial position as at 30
June 2016 and of its performance for the year ended on that date; and
complying with Australian Accounting Standards and the Corporations Act 2001;
and
ii.
b. the financial report also complies with International Financial Reporting Standards as
disclosed in Note 1.
Emphasis of Matter
Without modifying our opinion, we draw attention to Note 1(b) in the financial report, which
indicates that the company incurred a net loss of $6,477,484 during the year ended 30
June 2016, and as of that date, the company’s current liabilities exceeded its current
assets by $394,003. These conditions, along with other matters as set forth in Note 1(b),
indicate the existence of a material uncertainty that may cast significant doubt about the
company’s ability to continue as a going concern and therefore, the company may be
unable to realise its assets and discharge its liabilities in the normal course of business and
at the amount stated in the financial report.
Report on the Remuneration Report
We have audited the remuneration report included in pages 13 to 16 of the directors’ report
for the year ended 30 June 2016. The directors of the company are responsible for the
preparation and presentation of the remuneration report in accordance with Section 300A
of the Corporations Act 2001. Our responsibility is to express an opinion on the
remuneration report, based on our audit conducted in accordance with Australian Auditing
Standards.
Auditor’s Opinion
In our opinion the remuneration report of Artemis Resources Limited for the year ended 30
June 2016 complies with Section 300A of the Corporations Act 2001.
Hall Chadwick
Level 40, 2 Park Street
Sydney NSW 2000
DREW TOWNSEND
Partner
Dated: 16 September 2016
Page 46
ADDITIONAL INFORMATION FOR LISTED COMPANIES
AS AT 15 SEPTEMBER 2016
The following additional information is required by the Australian Stock Exchange pursuant to Listing Rule 4.10.
a. Distribution of Shareholders
Spread of Holdings
NIL holding
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
Over 100,000
TOTAL ON REGISTER
Holders
0
66
19
9
119
654
867
Securities
0
7.086
31,565
59,584
5,884,874
3,750,175,050
3,756,158,159
% of Issued Capital
0.00%
0.00%
0.00%
0.01%
0.16%
99.84%
100.00%
b. The number of shareholders who hold less than a marketable parcel is 472.
c. Substantial shareholders
The names of the substantial shareholders in the Company, the number of equity securities to which
each substantial shareholder and substantial holder’s associates have a relevant interest, as disclosed
in substantial holding notices given to the Company are:
EXCHANGE MINERALS FZE
ARMENGAEL INV LTD
MAHARAJAPURAM V S
No of shares
%
730,866,016
727,751,667
286,119,304
19.45%
19.37%
7.72%
BLACK SWAN GLOBAL PL / NORMANDY CORPORATION/
RICHARD SHEMESIAN
283,278,772
7.54%
d. Twenty largest holders ordinary shares
Rank
Holder Name
Designation
Securities
%
SHEMESIAN RICHARD DIKRAN
PERSHING AUST NOM PL
ARMENGAEL INV LTD
1
2
3 MAHARAJAPURAM V S
4
5 GO2SHO INC
PLATINA RES LTD
6
BLACK SWAN GLOBAL PL
7
LEGEND MINING LTD
8
9 NORMANDY CORP PL
10 SHARBANEE PAUL GABRIEL
11 CITICORP NOM PL
12 DEMPSEY RES PL
13 OKEWOOD PL
14 EUROPE RES LTD
15 MEGALOCONOMOS PL
16 PETROVIC MIROSLAV M
17 SILVER CAP PL
18 SILVER CAP PL
19 CHONG ANNA
20 TKOCZ MARK ANDREW
INDIAN OCEAN A/C
BLACK SWAN INV A/C
NORMANDY S/F A/C
SCORPION FUND A/C
MEGALOCONOMOS S/F
NOEL & SANDRA ONG
NOEL & SANDRA ONG
TOP 20 TOTAL
1,051,968,571 28.01%
727,751,667 19.37%
7.62%
286,119,304
3.91%
146,750,000
2.66%
100,000,000
2.66%
100,000,000
2.28%
85,528,774
1.60%
60,000,000
1.36%
50,999,998
1.27%
47,572,381
0.99%
37,226,619
0.89%
33,533,333
0.89%
33,333,333
0.85%
32,000,000
0.80%
30,000,000
0.65%
24,423,297
0.53%
20,000,000
0.53%
20,000,000
0.53%
20,000,000
0.53%
20,000,000
2,927,207,277 77.93%
Page 47
ADDITIONAL INFORMATION FOR LISTED COMPANIES
AS AT 15 SEPTEMBER 2016
OTHER DETAILS
1.
Address and telephone details of entity’s registered and administrative office
The address and telephone details of the registered and administrative office in Australia are:
Level 3, IBM Building
1060 Hay Street
West Perth WA 6005
Telephone: +(612) 9078 7670
Facsimile: +(612) 9078 7661
2.
Address and telephone details of the office at which the register of securities is kept
The address and telephone of the office at which a register of securities is kept:
Security Transfer Registrars Pty Limited
770 Canning Highway
Applecross, Western Australia 6153
3.
Stock exchange on which the Company’s securities are quoted
The Company’s listed equity securities are quoted on the Australian Securities Exchange
4.
Review of Operations
A review of operations is contained in the Review of Operations report.
5.
On market buy‐back
There is currently no on‐market buy‐back.
Page 48
ARTEMIS RESOURCES LIMITED
ABN 80 107 051 749
BOARD OF DIRECTORS
George Frangeskides (Non‐Executive Director)
Edward Mead (Non‐executive Director)
Campbell Baird (Non‐executive Director)
REGISTERED OFFICE
Level 3, IBM Building
1060 Hay Street
West Perth WA 6005
Ph: (08) 9480 0459
SHARE REGISTRY
Security Transfer Registrars Pty Limited
770 Canning Highway
APPLECROSS WA 6953
Ph: (08) 9315‐2333
Fax: (08) 9315‐2233
www.securitytransfer.com.au
AUDITORS
Hall Chadwick
WEBSITE
www.artemisresources.com.au
CORPORATE DIRECTORY
Page 49