Artemis Resources Limited
and its controlled entities
Annual financial report
for the year ended
30 June 2017
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
https://artemisresources.com.au
CONTENTS PAGE
Chairman’s Letter
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
3
5
21
24
25
26
33
34
35
36
37
38
61
62
67
69
Annual Report for 2017
Page 2
CHAIRMAN’S LETTER
Dear fellow shareholders,
What a year for Artemis!
The real journey for Artemis has only just begun as we move towards unlocking the real value of the Company’s significant
gold, cobalt, copper, nickel, zinc, palladium, platinum and iron ore assets in the Karratha Region of Western Australia.
Our market capitalisation has gone from a mere $4 million back in November 2016, when I was appointed to the Board,
to over $100 million at the time of writing this letter and I see an exciting journey for Artemis shareholders in the years
ahead.
This year under review has been a truly transformational one, headlined by the discovery of the Witwatersrand style of
gold mineralisation at Purdy’s Reward and our new 50:50 joint venture with our Canadian partners at Novo Resources
Corp. (“Novo”) on conglomerate and/or paleoplacer style gold mineralisation on a large number of Artemis’ tenements
in the Karratha area.
The Company also saw other significant exploration success with the discovery of some of the best cobalt/copper/gold
grades in Australia at our 100% owned Carlow Castle Project and the 100% buyback of our Mt Oscar licence from the
Chinese and the subsequent identification of gold in conglomerates over a potential 14km strike (the “Mt OscarWits
Project”) – where we will be hitting exploration hard this year.
Some institutional investors ask me when did Artemis get these assets, but little do they realise that the Company and
its management has been astutely acquiring and accumulating this exciting portfolio of multi-metal assets in Karratha for
many years. The Board also saw that the key to unlocking the value of these assets lay with the strategic acquisition of
the fully permitted Radio Hill Nickel/Copper/Cobalt mine and metallurgical plant, which has been under care and
maintenance for some years, and its mineral rich 495 km2 tenement package which complimented Artemis’s considerable
land holding in the area.
Many shareholders were puzzled at the time as to the wisdom of this Radio Hill deal, and the Company undertook a
number of necessary and dilutive capital raisings during the acquisition process to secure these valuable assets. By
completing this acquisition, Artemis secured a considerable land package in Karratha which is now seen as highly
prospective for hosting the new style of conglomerate gold mineralisation we and Novo have seen at Purdy’s Reward.
The extent of the gold bearing conglomerates across our 1,500 km2 tenement package south of Karratha is yet to be fully
defined but, needless to say, the journey of discovery ahead will be exciting for shareholders.
The Radio Hill metallurgical plant is ideally suited for gold and base metals recovery and its potential will hopefully allow
us to fast track the commercial development of many of our projects in the Karratha area going forward. We also see
this plant as playing a pivotal role in the processing of the gold bearing conglomerates that lie within a 30km radius.
The Radio Hill assets have already started to generate healthy revenue from copper ore sales from the Whundo Copper
Mine near Radio Hill. This year we signed a copper oxide ore sale agreement with Blackrock Metals Pty Ltd (“Blackrock
Metals”) to sell surface stockpiles at the mine gate to their Whim Creek’s SX-EW operations and we see a healthy long-
term future for this venture, especially with the strengthening copper prices seen in recent months and after drilling this
year confirmed significant shallow copper oxide ores still exist around the two Whundo open pits.
We are also working closely with Blackrock Metals to conduct a scoping study with the view of bringing our Mt Clement-
Paulsens Gold Project into production as a potential heap leach operation.
Now let me discuss the Company’s capital structure and share trading performance.
A year ago, the Company’s finances and future prospects were in a relative low and with the support of our major
shareholder, our existing shareholders and and new institutional investors, we have managed to repay a the US$2m
facility put in place to buy the Radio Hill assets eleven months early and have also put considerable cash on our balance
sheet. The $12m capital raise done in September 2017 ensures that Artemis can pay its way under the new Novo joint
venture, so that we can maintain its 50% interest in the conglomerate gold plays at Purdy’s Reward and elsewhere on JV
lands.
Annual Report for 2017
Page 3
Prior to the 1 for 20 share consolidation undertaken in January 2017, there was little interest in trading of in the
Company’s securities with daily trading volume and dollar value traded on the ASX being very light. The board considered
that consolidation was necessary to make Artemis more acceptable for potential new institutional investors and I’m
pleased to say that shareholders voted for its acceptance.
I know that many retail shareholders do not like capital raisings, as they see them as unnecessary dilution, but without
real money companies go broke. As I’ve said before, you can’t build a real business with “bottle tops” and banks don’t
lend to companies like Artemis. I wish they did! So, capital raisings are a necessity for many companies who want to
grow and succeed. Without these placings, Purdy’s Reward, Mt OscarWits and Carlow Castle would not be where they
are today. The numerous capital raisings undertaken by the Company have allowed us to acquire a valuable portfolio of
assets and prepare for an active year ahead.
I would like to take this opportunity to thank the finance institutions, our retail shareholders, and in particular our new
institutional shareholders, for their support during the year, and look forward to everyone’s ongoing support as we
continue on this exciting journey in the years ahead.
Yours sincerely,
David Lenigas
Executive Chairman
Artemis Resources Limited
28 September 2017
Annual Report for 2017
Page 4
REVIEW OF OPERATIONS
Artemis Resources Limited (“Artemis” or “Company”) is pleased to outline the Company’s progress for the financial year
ending 30 June 2017. There are additional comments included on the Company’s activities from year end to the date of
this Annual Report.
Project Areas of Review
Purdy’s Reward
Mt OscarWits
Carlow Castle
Nickol River
Radio Hill
Silica Hills
Weerianna
Whundo
Mt Clement Paulsens
Amitsoq Graphite
Corporate Matters
Purdy’s Reward Project
Novo Resources Corp. Agreement:
On 29 May 2017 the Company entered into a memorandum of agreement with Novo Resources Corp. (“Novo”) under
which the Company granted Karratha Gold Pty Ltd (“Karratha Gold”) (a subsidiary of Novo) the right to earn a 50% interest
in conglomerate and/or paleoplacer style gold mineralisation on a large proportion of the Company’s exploration
tenement package in the Karratha region of Western Australia. Upon completion of the farm-in by Karratha Gold, a 50:50
joint venture will be formed between Karratha Gold and the Company for the exploration, development and mining of
conglomerate and/or paleoplacer style gold mineralisation on the tenements.
In accordance with the terms of the memorandum of agreement, definitive agreements were entered into between the
Company and Novo on 15 August 2017. The definitive agreements varied the original terms of the memorandum of
agreement to, among other things, provide for the issue to the Company of 4,000,000 shares in Novo (worth ~AUD $21.8
million at the time of the announcement) upon signing of the definitive agreements. The shares are subject to a twelve
month hold period (inclusive of the four month statutory hold period).
Under the definitive agreements, Karratha Gold will farm-in to 50% of gold (and other minerals necessarily mined with
gold) in conglomerate and/or paleoplacer style mineralisation on tenements located within 100km of the City of Karratha
which are either held by one of Artemis’ subsidiaries, or in relation to which a subsidiary of Artemis has an interest or the
right to earn an interest, including at Purdy’s Reward (“the Gold Rights”). The Gold Rights do not include (i) gold disclosed
in Artemis’ existing (at 18 May 2017) JORC compliant Resources and Reserves or (ii) gold which is not within conglomerate
and/or paleoplacer style mineralisation or (iii) minerals other than gold (with the exception of those minerals necessarily
mined in association with gold). Artemis’ Mt Oscar tenement is excluded from the definitive agreements.
The farm-in commitment requires Novo to expend AUD $2 million on exploration on the tenements within two years of
the date on which conditions precedent are satisfied.
The definitive agreements cover 38 tenements/tenement applications that are 100% owned by Artemis. On completion
of the farmin commitment, three 50:50 joint ventures will be formed between Karratha Gold and
three subsidiaries of Artemis. The joint ventures will be managed as one by Karratha Gold. Artemis and Novo will
contribute to further exploration and mining of the Gold Rights on a 50:50 basis.
Further definitive agreements covering approximately 19 Artemis tenements/tenement applications that are already
subject to third party interests are expected to be signed once all necessary third party consents have been obtained.
Annual Report for 2017
Page 5
Joint Venture and New Witwatersrand Concept for the Pilbara:
Artemis and Novo believe that a new style of conglomerate/paleoplacer style gold mineralisation exists south of Karratha
that is similar, or even a possible historic geological extension, to the Witwatersrand gold province in South Africa. The
Witwatersrand contains significant gold in similar Archean sedimentary conglomerates to those now being identified in
the Artemis/Novo ground in the West Pilbara. Artemis has an extensive tenement package south of Karratha that has
abundant prospective conglomerate horizons that form part of a thick sequence of sedimentary rocks underlying the Mt
Roe basalt, at the base of the Fortescue Group.
Artemis has already identified the presence of significant gold mineralisation at its Purdy’s Reward Project where the
conglomerate horizons at the base of the Fortescue Group vary in thickness from between 80-100 metres (Figure 1). The
gold occurrence at Purdy’s Reward is considered highly analogous to Novo’s conglomerate hosted mineralisation at their
Beaton’s Creek Project near Nullagine.
Figure 1: Fortescue Group conglomerate package identified at Purdy’s Reward1.
Gold nuggets found at Purdy’s Reward display several interesting characteristics. Most are flattened with rounded edges
giving them an appearance similar to watermelon seeds (Figure 2). Most are coarse, +2 mm in size and are not attached
to quartz or other minerals. Most nuggets occur in the sandy matrix of conglomerate and the sandy texture has been
imparted on their surface through pressure during burial.
Purdy’s Reward has all the approvals in place for ground-disturbing exploration with a Heritage Survey completed and a
Programme of Works approved by the Department of Mines and Petroleum (now the Department of Mines, Industry
Regulation and Safety) for an extensive trenching and drilling programme. Novo plans to immediately initiate an
aggressive trenching campaign over the next several months followed by drilling later this year, a highly effective
approach that Novo has utilised to successfully explore for gold in their conglomerates at Beaton’s Creek.
1 As per ASX announcement dated 20 February 2017
Annual Report for 2017
Page 6
All of Artemis’s tenements in the West Pilbara, including Purdy’s Reward, are in good standing with no forfeiture actions
or outstanding matters.
The new farmin and joint venture agreements with Novo contemplate the joint venture potentially utilizing Artemis’s
nearby fully permitted mill, tailings dam and facilities at Radio Hill. This is a significant benefit should economic
mineralisation be identified.
Figure 2: Gold nuggets, flat and rounded and up to 13 grams from Purdy’s Reward2.
Carlow Castle Project:
The Carlow Castle Project is located approximately 10km south-east of Roebourne in the West Pilbara Region of Western
Australia, and has a reported JORC (2012) inferred Mineral Resource of 418,000t at 3.0 g/t Au and 0.6% Cu for a contained
metal of 40,000 ounces of gold and 2,500 tonnes of Copper.3
During the reporting period two drilling programmes and a small rehabilitation programme were completed. The
rehabilitation programme consisted of the closure of old trench excavations across the Project site.
Reverse Circulation (RC) Drilling Results:
The Phase One RC drilling programme consisted of 34 holes for 2,426m. The significant intersections assay results are
shown in Table 1. The drill hole locations are shown in Figure 3. Figure 4 shows the interpreted section through the
mineralisation at 768940mN.
The assay results have consistently intersected cobalt mineralisation above 1% and make the Carlow Castle Project
significant when compared to other Projects currently being explored.
Holes completed to the west of the Carlow South resource area indicate the mineralisation extends at least another 150m
to the west. Holes ARC005 and ARC033a were drilled down dip to confirm the orebody configuration and obtain material
for metallurgical testing. Hole ARC005 was not completed to the planned depth due to drilling problems. The
intersection in Hole ARC033a has been extended with receipt of additional results, 22m at 0.7% Co, 5.9 g/t Au and 2.6%
Cu.
The intersection on Hole ARC008 (11 metres at 0.8% Co, 14.1 g/t Au and 3.4 % Cu) shows the substantial gold tenor of
the mineralisation with attractive copper grades supplemented with additional excellent cobalt grades.
2 As per ASX announcement dated 16 November 2016
3 As per ASX Announcement dated 30 June 2014
Annual Report for 2017
Page 7
Figure 3: Location of Carlow Castle drill holes.
Annual Report for 2017
Page 8
Table 1: Carlow Castle RC drilling results:
Hole Number
ARC001
Including
ARC002
Including
ARC003
Including
ARC004
Including
ARC005
ARC006
Including
ARC007
ARC008
Including
ARC009
ARC010
ARC011
ARC012
ARC012
ARC013
ARC013
ARC014
ARC014
ARC014
ARC015
ARC015
ARC016
ARC017
ARC018
ARC019
ARC020
ARC021
ARC022
ARC023
ARC024
ARC024
ARC025
ARC025
ARC026
ARC027
ARC028
Including
ARC028
ARC029
ARC030
ARC031
Including
ARC032
ARC033a
Including
ARC034
From
(m)
31
33
63
64
15
17
32
34
48
52
52
10
32
32
10
17
10
17
51
63
57
69
88
19
21
41
34
28
37
2
25
19
48
1
6
3
20
36
86
86
83
39
41
130
To
(m)
36
35
67
66
18
18
35
35
54
58
55
14
43
40
17
21
13
18
52
65
59
75
89
21
25
44
35
30
38
5
30
23
52
5
13
25
25
41
96
89
87
61
47
134
Interval
(m)
5
2
4
2
3
1
3
1
6
6
3
4
11
8
7
4
3
1
1
2
2
6
1
2
4
3
1
2
1
3
5
4
4
4
7
22
5
5
10
3
4
22
6
4
Cobalt
%
0.6
1.4
1.1
1.8
0.7
1.2
0.9
1.6
1.4
1.9
3.5
1.8
0.8
1.02
0.08
NSI
0.8
0.5
0.06
0.07
0.01
0.2
0.03
0.03
Stope
0.04
0.4
0.1
0.1
NSI
NSI
NSI
0.03
NSI
0.02
0.3
0.04
0.5
0.02
0.06
0.06
0.07
0.3
NSI
NSI
0.6
1.3
0.3
0.7
1.8
0.2
Gold
g/t
2.8
5.2
10.7
19.8
1.0
1.9
0.9
0.9
4.1
3.4
6.2
5.9
14.1
18.67
0.8
3.4
0.08
2.4
1.4
2.5
0.9
0.8
4.3
4.3
0.3
0.5
0.9
1.1
1.1
2.9
1.1
4.1
0.9
1.0
0.7
1.2
375
4.1
12.3
0.8
5.9
13.9
0.7
Copper
%
2.2
4.2
4.4
8.1
0.6
1.2
1.9
0.2
1.7
1.4
2.4
1.9
3.4
4.51
0.5
3.6
0.05
3.1
1.4
1.4
0.6
0.8
2.5
1.8
0.8
0.7
0.3
0.1
0.3
0.6
0.2
1.2
0.4
0.8
0.4
0.6
0.8
0.7
1.4
0.08
2.6
5.9
NSI
Annual Report for 2017
Page 9
Figure 4: Carlow Castle interpreted section 768940mN
Rotary Air Blast (RAB) Drilling:
A 500 hole shallow RAB programme commenced at Carlow Castle to assess a 4km x 1km area (to a depth of three metres).
The RAB drilling programme was designed to penetrate the surficial cover sequence which masks the underlying geology.
Drilling covered an area from 2km west to 2km east of the Carlow Castle RC
drilling. The programme has generated a basement geological map and geochemistry maps with the aim of defining
further mineralised cobalt/gold/copper trends for follow up with RC drilling.
Annual Report for 2017
Page 10
The RAB geochemical program has defined several new targets and has significantly extended the potential strike length
of the Carlow South system to about 1,000m. The most significant result is the indication of a mineralised zone along the
contact with chert/cataclastic sediment horizon to the north of Quod Est. Artemis geologists had postulated that the
sulphur contents of the sediments had contributed to the cobalt deposition within Quod Est, and the apparent association
of cobalt with sediments could be highly significant.
Further Work:
Following the analysis of the results for the drilling programme and processing of an overlying VTEM (Versatile Time
Domain Electromagnetics) data on the Carlow Castle Project a number of potential cobalt targets have been identified
as shown in Figure 5. Planning is progressing for additional drilling and trenching to advance the Carlow Castle Project.
Figure 5: New cobalt targets identified from VTEM and drilling
Mt OscarWits Project:
The Company took back 100% control of its 117.8km2 Mt Oscar exploration licence E47/1217 from Magnetic South Pty
Ltd in July 2017. The tenement is a granted Exploration Licence, and is located about 35km south-east of Karratha and
16km north-east of the Company’s Purdy’s Reward conglomerate hosted gold project.
Artemis geologists have completed a due diligence field inspection of the Mt Oscar tenement. The geological team, after
the discovery earlier this year of conglomerate hosted gold at the Purdy’s Reward Project, identified significant gold-
bearing sedimentary sequences within very coarse quartz conglomerate and
sandstone units at the Mt OscarWits Project. The Company believes these are part of the Fortescue Group and hence can
be directly correlated with the Company’s Purdy’s Reward sequence of mafic sediments and polymictic conglomerates
located only 21km to the south-west.
Annual Report for 2017
Page 11
The Mt OscarWits sedimentary sequences extend over an east-west strike length of some 14km with true widths up to
75m thick in outcrops (Figure 6), with gold currently proven toward the eastern and western ends. The central zone does
not appear to have been sampled for gold with the previous focus being primarily on iron ore.
The conglomerates at Mt OscarWits are quartz rich (Figure 7) and “cleaner” in character than the Purdy’s Reward mafic
rich conglomerates, as the Mt OscarWits matrix “glue” within the conglomerates is primarily quartz sand and the
conglomerate fragments consist of quartz and chert pebbles and boulders.
Figure 6: Mt OscarWits prospective conglomerate sequence is 75 metres thick at the Churnside Gold Prospect, where
a rock chip sample returned a peak assay result of 10.93 g/t gold from a coarse-grained clast supported cobble
conglomerate.
There appear to be sedimentary sequences totaling up to 75m in true thickness, hosting the gold with an interlayered
basaltic unit analogous to the Mt Roe Basalt. The sedimentary sequences at Mt OscarWits have been folded and faulted
creating duplication with four units being mapped in several places over the significant strike length.
Exploration activities in recent years have focused primarily on the magnetite iron ore potential of the tenement, where
the Company now has a 100% owned Indicated and Inferred JORC Resource of 126Mt @ 33.8% Fe Head Grade4.
As part of the Mt Oscar iron ore rock chip exploration program, geologists sampled a conglomerate unit at the White
Quartz Hill Prospect, located some 12km east-north-east of the Mt Oscar iron mineralisation and returned a peak gold
assay of 6.38g/t Au (Table 2).
The conglomerate unit at the Churnside Gold Prospect (Figure 6) was sampled. The Churnside Gold Prospect is located
10km west of the White Quartz Hill Prospect and 2km northeast of the Mt Oscar iron mineralisation in an area not covered
by previous ground based exploration activities. A peak assay result of 10.93 g/t Au (average of 13.9 g/t Au primary and
7.96g/t Au repeat (Table 2)) was returned from the 4 four collected in the area. The 10.93g/t Au sample was recovered
from a coarse-grained clast supported cobble conglomerate and likely represents a primary placer style form of
mineralisation in a high-energy environment with a high coarse gold component. The mineralised unit is bounded by a
larger matrix supported pebbly conglomerate.
4 As per ASX announcement dated 16 December 2016
Annual Report for 2017
Page 12
Table 2: Mt OscarWits - White Quartz Hill and Churnside Gold Prospects:
FXMO004
East
North
Au
Au
ppm
Au
ppm
Au
Au Final
Pt
ppm
ppm
ppm
UNITS
METHOD
ppm
PGM-
MS Au-TL43 Au-AA25 Au-OG43 Average PGM-MS23
AKA17263 520220 7687302 >1.00
>1.00
13.90
AKA17287 529369 7688628 >1.00
>1.00
7.48
7.96
5.29
10.93
0.0029
6.38
0.0023
Pd
ppm
PGM-
MS
0.007
0.002
As
ppm
ME-ICP61
103
1200
A significant volume of conglomerates now exists within the Mt Oscar tenement and follow up work is now a priority for
the Company. Based on the recent field inspections and as stated above, Artemis geologists interpret the conglomerate
sequence to be analogous to the Purdy’s Reward Prospect and being at the base of the Fortescue Group. This is contrary
to the previous governmental mapping on the Roebourne 1:100,000 mapsheet, which interprets the sequence to be at
the base of the older Whim Creek Group and part of the regional Pilbara Supergroup.
Fortuitously, the entire prospective sequence of the Mt OscarWits Project falls entirely within the 117.8km2 Mt Oscar
tenement, with the conglomerate sequence having a strike length of about 14km, with numerous repetitions of the
prospective horizons evident. These horizons appear to have been caused by folding and faulting substantially increasing
the prospective strike length.
Figure 7: Mr OscarWits quartz and chert conglomerate with sand matrix.
Nickol River Project:
The Nickol River Project is located approximately 15km east of Karratha. During the reporting period the Company
entered into an agreement with D&K Corps Investment Pty Ltd (D&K Corps) to access mining leases held by D&K Corps
for gold and other precious metals.
Annual Report for 2017
Page 13
Figure 8: Nickol River gold processing plant
The Company purchased a small mobile gravity gold wet plant and installed the unit at the Nickol River Project during
April 2017. The commissioning of the plant was completed in late May 2017 (Figure 8), with an average throughput of
900 tonnes per day. Cash operating costs ranged from $A14,260 to $A16,600 per day depending on the trucked tonnages
moved.
The plant operated in a development stage to the end of June 2017, processing trial batches of material from across the
available leases at Nickol River.
Work will continue on the Nickel River Project and additional approvals have been applied for to allow excavation of
material to occur in areas currently subject to Heritage constraints.
Radio Hill Project:
In April 2017 the Company finalised the purchase of Fox Radio Hill Pty Ltd, through which Fox held all of its Western
Australian mining and exploration assets and the fully permitted treatment plant at Radio Hill.
A high powered down hole electromagnetic (HP-DHEM) survey was conducted on two existing diamond drill holes located
300 to 500 metres southeast of the existing Radio Hill mine workings. Based on this work and a review of historic
geophysical data, there are indications of two potential sulphide zones at depths of about 300m and 600-800m from the
surface. Further work will be required to follow up on these targets.
The Company intends to refurbish the Radio Hill plant for the treatment of potential ore from surrounding projects owned
by the Company. Preliminary work is currently being undertaken to facilitate the refurbishment works.
The Radio Hill Project has a JORC (2004) Mineral Resource of 4,020,000 tonnes at 0.51% Ni and 0.88% Cu for a contained
metal of 20,646 tonnes of nickel and 35,484 tonnes of copper.5
Silica Hills Project:
The Silica Hills Project area is located approximately 35km south southeast of Karratha. During the reporting period,
rehabilitation of previously disturbed areas, a rock chip sampling programme and on-going metal detector work has been
carried out on the Silica Hills Project. The samples were collected to begin lithological characterisation of rock types in
the Project areas.
The results reflect the presence of coarse nuggetty gold in both areas. Highlights of the exploration field programs include
over 38.3 ounces of gold from 27 kilograms of quartz specimen material collected from Silica Hills6, and the abundant
gold nuggets collected from the Silica Hills Project area.7
5 2009 estimate (Snowden) Cutoff grade 0.5% Ni in Ni dominant material, and 0.5% Cu in the Cu dominant hanging wall
6 ASX announcement dated 8 November 2016
7 ASX announcement dated 16 November 2016
Annual Report for 2017
Page 14
The samples from Silica Hills also show extreme internal variations (Table 3) due to the presence of coarse gold. Neither
of the high grade samples SHQC001 & 002 at Silica Hills occur in proximity to the 38.3 ounces submitted to the Perth Mint
in June 2017. This clearly indicates the potential to outline additional high grade material in the area.
Table 3: Silica Hills assay results:
Sample Number
Easting
Northing
SHQC001
SHQC002
SHQC004
SHQC007
SHQC011
SHQC012
SHQC013
SHQC016
Weerianna Project:
MGA94 Z50
492859
492874
492929
492934
492945
492932
492938
493057
MGA94 Z50
7684490
7684492
7684489
7684478
7684463
7684459
7684452
7684404
Au
FA50
g/t
29.815
0.409
0.118
1.130
0.126
0.250
0.030
22.567
Au(2)
FA50
g/t
122.122
9.076
The Weerianna Project is located approximately 25km east of Karratha in the West Pilbara, in an area with historical gold
production. The Weerianna Project has a JORC (2012) compliant Inferred Mineral Resource (Table 4) of 1Mt at 2.2g/t Au
for a total contained metal of 70,000 ounces of Gold.8
During the reporting period six trenches were excavated for a length of approximately 1,975 metres. The trenches were
sampled and mapped for the purpose of advancing the Inferred Mineral Resource to a higher JORC category and to refine
the geological model. Additional infill trenching has been planned to follow up this work.
Table 4: Weerianna Project Inferred Mineral Resources
Material Type
Oxide
Transition
Primary
TOTAL
Whundo Project:
Volume
(m3)
56,672
272,938
61,016
390,825
SG
2.2
2.6
2.8
Tonnes
Grade (g/t Au)
124,678
709,637
170,844
1,000,000
2.31
2.16
2.12
2.2
Contained Au
ounces
9,256
49,308
11,657
70,221
As part of the Fox Radio Hill Pty Ltd acquisition, the Company acquired the Whundo Copper Zinc Project.
Historically the Whundo Copper mine only focused on the mining of copper sulphides. Near surface oxides (surface to
25m-30m depth) were not processed at Radio Hill as they were not suitable as plant feed.
All oxide ores overlying the sulphide mineralisation at Whundo were either mined and stockpiled at surface or remained
unmined within the open pit.
A total of 20 angled (dip - 60 degrees) drill holes (Figure 9) were drilled for 600 metres. Six drill holes were designed to
specifically test previous intersections of oxide copper mineralisation. All previous drilling was vertical and the new
drilling was aimed at confirming grades and structural interpretation. Table 6 shows an interpreted cross section for the
Whundo Project.
8 ASX announcement dated 16 December 2016
Annual Report for 2017
Page 15
The mineralised intercepts are listed in Table 5, and the drill hole information is listed is Table 6.9
Table 5: Selected assay results for Whundo Project from validation drill holes:
Hole_ID
From m
To m
Width m
AWRC001
AWRC001
AWRC002
AWRC006
AWRC006
AWRC006
AWRC007
AWRC008
5
13
5
5
16
28
18
24
10
20
18
6
17
30
25
26
5
7
13
1
1
2
7
2
Table 6: Hole co-ordinates for Whundo Project:
Cu %
1.34
4.45
3.03
2.79
3.4
1.41
3.62
5.61
Hole ID
AWRC01
AWRC02
AWRC03
AWRC04
AWRC05
AWRC06
AWRC07
AWRC08
AWRC09
AWRC10
AWRC11
AWRC12
AWRC13
AWRC14
AWRC15
AWRC16
AWRC17
AWRC18
AWRC19
AWRC20
MGA50 EAST
MGA50 NORTH
Dip
Azimuth
Depth
492520
492510
492320
492320
492310
492310
492320
492310
492200
492200
492200
492200
492200
492200
492200
492020
492020
492020
491980
491980
7669022
7669018
7668920
7668960
7669010
7669030
7669051
7669050
7668930
7668970
7669010
7669090
7669110
7669130
7669150
7668985
7669005
7669025
7669045
7669065
-60
-60
-60
-60
-60
-60
-60
-60
-60
-60
-60
-60
-60
-60
-60
-60
-60
-60
-60
-60
180
180
180
180
180
180
180
180
180
180
180
180
180
180
180
180
180
180
180
180
30
30
30
30
30
30
30
30
30
30
30
30
30
30
30
30
30
30
30
30
9 As per ASX announcement dated 2 May 2017
Annual Report for 2017
Page 16
Figure 9: Interpreted cross section for Whundo Project showing historical copper intersections and the results of
Artemis’ validation drilling.
Annual Report for 2017
Page 17
Artemis has an agreement for Blackrock Metals Pty Ltd (Blackrock Metals) to purchase an initial 50,000 tonnes
of existing copper oxide ore from the Whundo mine stockpiles at $6 per tonne net to Artemis. The ore is being
purchased from the mine’s stockpiles and trucked 160km to Whim Creek for treatment by Blackrock.
The Company is currently working with Blackrock on further potential sales of oxide copper ores located in
stockpiles at Whundo.
Whundo has a JORC (2004) compliant Mineral Resource (Table 7) of 1,687,000 tonnes at 1.10% Cu and 0.94%
Zn for a total contained metal of 18,533 tonnes of copper and 15,909 tonnes of zinc.10
Table 7: Whundo Project Mineral Resources
Resource Area
Mineralisation
Classification
Tonnes
Cu %
Zn %
Contained
Cu (t)
Contained
Zn (t)
West Whundo
Primary Sulphide
Measured
386,000
West Whundo
Primary Sulphide
Indicated
259,000
Primary Sulphide
Measured
304,000
Primary Sulphide
Indicated
598,000
Primary Sulphide
Inferred
140,000
1.2
1.1
1.3
1.0
0.8
1.9
1.7
0.1
0.6
0.2
4,632
2,849
3,952
5,980
1,120
7,334
4,403
304
3,588
280
1,687,000
1.10
0.94
18,533
15,909
Whundo
Whundo
Whundo
Total
Mt Clement-Paulsens Project:
The Mt Clement‐Paulsens Gold Project is located approximately 165 kilometres west of Paraburdoo and 90 kilometres
east of Nanutarra in the Ashburton Region of Western Australia.
Figure 10: Mt Clement-Paulsens oxide sample locations
10 As per Fox Resources Limited ASX Annual Report to Shareholders 2014
Annual Report for 2017
Page 18
During the reporting period the Company undertook a surface sampling programme for the purposes of metallurgical
testwork.
The samples taken from site were of wholly oxidised material at surface except for sample AM0089, which was from
underground development spoil. Sample locations are shown in Figure 10. The test work was carried out by Nagrom in
Perth. Bulk samples were pulverised to 80% - 75 micron and a 1kg sample was subject to a 2 hour LeachWELL™ bottle
roll process to extract the cyanide soluble gold. Tailings analysis were completed on the solid residues. The results as
provided by Nagrom in Perth are summarised in Table 8.
Other bottle roll analysis tests show virtually no digestion of the deleterious copper, arsenic and antinomy elements
within the samples tested. This indicates the mineral forms of the deleterious elements (copper, arsenic and antimony)
in the oxide zone do not adversely affect the cyanide leach process.
The positive metallurgical results are expected to allow Artemis to advance the Mt Clement-Paulsens Project, with the
Company now considering a feasibility study.
Table 8: Mt Clement-Paulsens bottle roll cyanide recovery results (1kg samples ground to 80% passing 75 micron):
Sample No.
Head Grade (g/t Au)
Recovery (%)
AM0076
AM0077
AM0078
AM0078 REPEAT
AM0079
AM0080
AM0081
AM0081 REPEAT
AM0082
AM0086
AM0087
AM0088
AM0089
Average
5.570
1.280
0.290
NA
NA
2.800
0.830
NA
6.890
0.340
NA
1.600
1.650
2.36
98.27
95.23
93.16
NA
NA
99.06
98.31
NA
99.43
98.54
NA
98.47
92.18
96.96
Amitsoq Graphite Project:
As part of the earn-in commitments of Alba Mineral Resources plc (Alba), Alba conducted, during September 2016, an
extensive airborne EM survey over the Amitsoq Graphite Project in Greenland, with the principal objective to establish
and prove up the continuity of the known graphite deposit and former graphite mine both along strike and at depth. This
work resulted in Alba increasing its share of the Amitsoq Graphite Project to forty-nine percent (49%).
In November 2016, the Artemis Board agreed to the sale of the Company’s remaining forty-one percent (41%) of the
Amitsoq Graphite Project to Alba.
Annual Report for 2017
Page 19
Corporate:
Appointment /Resignation of Directors:
Mr David Lenigas was appointed Executive Chairman on 3 November 2016. His considerable experience is outlined in
the Directors’ Report.
Mr Alex Duncan-Kemp was appointed Executive Director on 3 January 2017. His considerable experience is outlined in
the Directors’ Report.
Mr Campbell Baird resigned on 23 June 2017.
Mr George Frangeskides resigned on 3 April 2017.
Capital Raising:
The Company raised $2.15 million during the year and received a further approximately $416,000 from the exercise of
options.
In addition, the Company arranged a convertible note facility in the amount of $2.625 million in April 2017, to acquire
Fox Radio Hill Pty Limited, the company through which Fox held its processing plant and significant exploration assets.
This facility was repaid eleven months early in September 2017 with settlement being through cash and shares.
Subsequent to year end the Company raised $3,000,000 before costs through the issue of 20,000,000 shares at 7.5
cents, 23,696,682 new shares at 12.66 cents per share and and at the date of this report had firm commitments for a
capital raise of $12,000,000 through the issue of 60,000,000 new shares at 20 cents per share, before costs.
Edward Mead
Director
28 September 2017
Annual Report for 2017
Page 20
Annual Mineral Resources Statement
As at 30 June 2017
Gold: Mineral Resources11
Project
Area
Resource
Category
Cut
off
Grade
(Au
g/t)
Tonnes (t)
Au
Ag
(g/t)
(g/t)
Cu
(%)
Contained
Contained
Contained
Au (oz)
Ag (oz)
Cu (t)
Mt Clementi Ashburton
Inferred
0.5
1,132,000
1.8
17
64,000
619,000
Weeriannaii
Carlow Castleiii
West
Pilbara
West
Pilbara
Total
Inferred
1.0
1,005,000
2.2
Inferred
1.0
416,000
2.9
‐
‐
70,000
0.6
40,000
‐
‐
2,553,000
2.1
174,000
619,000
2,500
‐
‐
2,500
‐
‐
Antimony (M08/191-193): Mineral Resources12
Project
Area
Resource
Category
Eastern Hillsiv
Ashburton
Indicated
Inferred
Cutoff
Grade
(Sb %)
1.0
1.0
Tonnes (t)
Sb
(%)
810,000
2
500,000
1.3
Pb
(%)
3.1
1.5
Ag
Au
Contained
Contained
(g/t)
(g/t)
Sb (t)
Pb (t)
26
16
0.41
0.2
15,900
25,200
6,500
7,500
Total
1,310,000
1.7
2.5
24
0.34
22,400
32,700
NICKEL-COPPER (M47/161): Mineral Resources13
Project
Mineralisation
Resource
Category
Tonnes
Ni %
Cu %
Contained Ni
(t)
Contained Cu (t)
Radio Hillv
Primary Sulphide
Indicated
1,980,000
0.61
1.04
12,078
Primary Sulphide
Inferred
2,040,000
0.42
0.73
8,568
Total
4,020,000
0.51
0.88
20,646
20,592
14,892
35,484
COPPER-ZINC (M47/7): Mineral Resources14
Project
West
Whundovi
Mineralisation
Primary Sulphide
Resource
Category
Measured
Primary Sulphide
Indicated
Tonnes
Cu %
Zn %
386,000
259,000
1.2
1.1
1.9
1.7
Oxide15
Whundovii
Primary Sulphide
Measured &
Inferred
Measured
73,600
1.78
0.21
304,000
1.3
0.1
Primary Sulphide
Indicated
Primary Sulphide
Inferred
598,000
140,000
1.0
0.8
0.6
0.2
4,632
2,849
1,310
3,952
5,980
1,120
Contained Cu
(t)
Contained Zn (t)
7,334
4,403
155
304
3,588
280
15,909
Total
1,760,600
1.13
0.90
19,843
11 As per Artemis Resources Limited ASX Annual Report to Shareholders 2016
12 As per Artemis Resources Limited ASX Annual Report to Shareholders 2016
13 As per Fox Resources Limited ASX Annual Report to Shareholders 2014
14 As per Fox Resources Limited ASX Annual Report to Shareholders 2014
15 As per Fox Resources Limited ASX Annual Report to Shareholders 2006
Annual Report for 2017
Page 21
ZINC (M47/7): Mineral Resources16
Project
Mineralisation
Resource
Category
Tonnes
Zn %
Cu %
Contained Zn
(t)
Contained Cu (t)
Whundoviii
Primary Sulphide
Measured
Primary Sulphide
Indicated
Primary Sulphide
Inferred
Ayshiaix
Primary Sulphide
Measured
94,000
249,000
78,000
150,000
0.6
1.2
1.1
2.4
Primary Sulphide
Indicated
344,000
3.3
Primary Sulphide
Inferred
273,000
1.3
-
-
-
0.5
0.5
0.3
564
2988
858
3600
11352
3549
Total
1,188,000
1.93
22,911
Including
767,000
0.43
-
-
-
750
1720
819
3,289
MT OSCAR MAGNETITE (E47/1217): Mineral Resource17
Domain
Resource
Category
Tonnage
(Mt)
Head
Fe (%)
Mag Anomaly 1X
Indicated
Inferred
Mag Anomaly 2x
Indicated
Inferred
Total
Note: Totals may not add up due to rounding
43
32
40
11
126
33.6
33.3
33.9
36.1
33.8
Mass
Recovery
(%)
32.8
10.4
20.0
33.7
23.1
Conc
Fe (%)
Conc
SiO2 (%)
Conc
Al2O3
Conc
P (%)
Conc
LOI (%)
58.6
60.3
62.9
60.3
60.5
14.2
12.7
9.9
13.3
12.4
0.80
0.73
0.40
0.56
0.036
0.036
0.022
0.037
0.63
0.032
-0.34
-0.95
-1.16
-1.31
-0.84
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 Annual Mineral Resources Statement above, and that in the case of mineral resources that all material assumptions and technical
parameters underpinning the estimates in the Annual Mineral Resources Statement continue to apply and have not materially changed.
Material Changes and Resource Statement Comparison
The Company during this year has continued to review and report its mineral resources at least annually and provide an
Annual Mineral Resources 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 2017,
the historical resource factors for Projects 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.
The Carlow Castle, Mt Oscar, Eastern Hills and Weerianna mineral resources were compiled in accordance with the
‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ (JORC Code) 2012 Edition.
The Mt Clement-Paulsens, Whundo, West Whundo, Ayshia and Radio Hill mineral resources were compiled in accordance
with the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ (JORC Code) 2004
Edition.
16 As per Fox Resources Limited ASX Annual Report to Shareholders 2014
17 As per Fox Resources Limited ASX Annual Report to Shareholders 2014
Annual Report for 2017
Page 22
Competent Person Statements
The information in this document that relates to Exploration Results and Mineral Resources is based on information
compiled or reviewed by Edward Mead, who is a Member of the Australasian Institute of Mining and Metallurgy. Mr
Mead is a Director of Artemis Resources Limited and is a consultant to the Company, and is employed by Doraleda Pty
Ltd. 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 this Report of the matters based on his information in the form and context in which it appears.
i 2011 estimate (Apex Geoscience Ltd). Estimated according to JORC Code (2004).
ii 2013 estimate (Geostat Services Pty Ltd) Cut-off grade 0.5 g/t Au. Estimated according to JORC Code (2012).
iii 2013 estimate (Mr Philip A Jones) Cut-off grade 0.5 g/t Au. Estimated according to JORC Code (2012).
iv 2013 estimate (CoxsRocks Pty Ltd) Cut-off grade 1.0% Sb. Estimated according to JORC Code (2012).
v 2009 estimate (Snowden) Cut-off grade 0.5% Ni in Ni dominant material, and 0.5% Cu in the Cu dominant hanging wall.
Estimated according to JORC Code (2004).
vi 2006 estimate (RSG Global) Cut-off grade 0.5% Cu or 0.5% Zn. The Measured resource has been depleted from the
RSG estimate by 20,000t based on company mining records. Estimated according to JORC Code (2004).
vii 2007 estimate (Coffey Mining) Cut-off grade 0.4% Cu or 0.4% Zn. Estimated according to JORC Code (2004).
viii 2006 estimate (RSG Global) Cut-off grade 0.4% Zn. Estimated according to JORC Code (2004).
ix 2009 estimate (Golder Associates) Inferred Mineral Resource at Fe cut-off grade of 20%. Estimated according to JORC
Code (2004).
x 2014 estimate (ROM Resources) estimated according to JORC Code (2012).
Annual Report for 2017
Page 23
TENEMENT SCHEDULE
West Pilbara (Western Australia)
West Pilbara (Western Australia)
E47/1745
E47/1746
E47/2716
E47/1797
E47/3373 (a)
M47/177²
M47/288²
M47/223³
P47/1518
P47/1519
P47/1520
P47/1112
P47/1126
P47/1127
P47/1134
P47/1619
P47/1621
P47/1622
E47/3545 (a)
E47/3546 (a)
E47/3547
M47/1527(a)
P47/1819 (a)
E47/3612 (a)
L47/0781 (a)
L47/0782 (a)
E47/3707 (a)
E47/3708 (a)
E47/3709 (a)
E47/3719 (a)
E47/3720 (a)
E47/3721
E47/3722 (a)
E47/3723 (a)
P47/1819 (a)
E47/3160
E47/3322
Mt Clement
M08/191¹
M08/192¹
M08/193¹
Fox Radio Hill Pty Ltd
L47/93
L47/163
M47/7
M47/9
M47/161
M47/337
Shear Zone Mining Pty Ltd
M47/00934
M47/02324
Mt OscarWits
E47/12175
Munni Munni6
M47/123
M47/124
M47/125
M47/126
E47/3322
(a) Tenement applications.
¹ 80% Artemis - Gold joint venture with Northern Star Resources Ltd (20%).
² 70% Artemis.
3 80% Artemis.
4 34% Artemis.
5 88% Artemis. Joint Venture with Magnetic South Pty Ltd earning in to the Project and Artemis reducing.
6 0% Artemis. Heads of Agreement to earn 70% and form joint venture with Platina Resources Ltd.
Annual Report for 2017
Page 24
CORPORATE GOVERNANCE STATEMENT
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 2017 and is available on the Company’s
website: https://artemisresources.com.au/company/corporate-governance
Page 25
DIRECTORS’ REPORT
DIRECTORS’ REPORT
Your Directors present their report on Artemis Resources Limited (Artemis or the Company) for the financial year ended
30 June 2017.
DIRECTORS
The names of Directors in office at any time during or since the end of the period are:
Current Directors
MR DAVID LENIGAS
Executive Chairman
Mr Lenigas is an experienced mining engineer with significant global resources and
corporate experience, having served as executive chairman, chairman, and non-
executive director of many public listed companies in London, Canada, Johannesburg,
and Australia.
Mr Lenigas has a Batchelor of Applied Science (Mining Engineering)(Distinction) from
Curtin University’s Kalgoorlie School of Mines and holds a Western Australian First Class
Mine Manager’s Certificate of Competency.
Mr Lenigas was appointed a Director on 3 November 2016.
MR EDWARD MEAD
Executive Director
Mr Mead is a geologist with 20 years’ experience in gold and base metals exploration,
mine development and mine production. Mr Mead 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 Bachelor of Science (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 Limited, Western Mining
Corporation (BHPB), Sons of Gwalia, Fox Resources Ltd, 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 ALEX DUNCAN-KEMP
Executive Director
Mr Duncan-Kemp is an experienced mining engineer with over 20 years’ experience in
gold, iron ore and base metal mine development and mining operations. Mr Duncan-
Kemp has also worked on public infrastructure projects in construction of roads and
construction earthworks.
Mr Duncan-Kemp has worked in the Pilbara and Kimberley on iron ore, both haematitic
and magnetite ores, the Yilgarn Eastern and North-eastern Goldfields on gold, the
Eastern Goldfields on nickel, Northwest Queensland on phosphate and the Murchison on
gold and copper operations. He has also worked at a large civil and mining contractor in
both operations and project tendering areas.
Mr Duncan-Kemp has a Bachelor of Applied Science (Mining Engineering) from Curtin
University’s Kalgoorlie School of Mines and is the holder of a Western Australian First
Class Mine Managers’ Certificate of Competency and is a Member of the Australian
Institute of Mining and Metallurgy.
Mr Duncan-Kemp was appointed a Director on 3 January 2017.
Directors have been in office since the start of the financial period to the date of this report, unless otherwise stated.
Page 26
Former Director
Mr Guy Robertson was appointed 28 September 2011 and resigned 17 August 2015.
DIRECTORS’ REPORT
Secretary
MR GUY ROBERTSON
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. He is a director of Hastings Technology Metals Ltd, Metal Bank Limited and
Draig Resources Limited.
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
Subsequent to year end the Company raised $3,000,000 before costs through the issue of 20,000,000 shares at 7.5
cents, 23,696,682 new shares at 12.66 cents per share and has firm commitments for a capital raise of $12,000,000
through the issue of 60,000,000 new shares at 20 cents per share, before costs.
On 15 August 2017, the Company entered into a farm in agreement with Novo Resources Corp (Novo) whereby Novo
will earn a 50% interest in gold (and other minerals necessarily mined with gold) in conglomerate and/or paleoplacer
style mineralisation on tenements located within 100km of the City of Karratha, on spending $2 million within two years.
A part of the consideration for this agreement Artemis has received 4,000,000 Novo shares (CVE:NVO), valued at
approximately $20.3 million as at 15 September 2017.
In mid-September the Company repaid the US$2 million convertible note eleven months early (repayment was due in
August 2018) with a cash payment of US$200,000. In total the Company issued 19,959,802 shares to repay the
convertible note at an average share price of 10.84 cents in accordance with the agreement (see Note 10).
Following approval by shareholders at a meeting on 8 September 2017, the Company issued 15,000,000 performance
rights to Directors, and employees.
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 $2,178,504 (2016: loss of $6,477,486).
The decrease over the prior year was attributable to the exploration expenditure write off in 2016.
Page 27
DIRECTORS’ REPORT
The Group’s operating income increased to $633,492 (2016: $203,391) attributable to sales of gold and copper ore and
project interests.
Expenses decreased to $2,811,996 (2016: $6,680,877) The prior year included a write off of exploration expenditure of
$5,798,979. Other costs increased in 2017 along with the increase in activity and included a share based payment sign on
fee to the Chairman of $1,100,000.
The carrying value of exploration costs increased to $7,839,090 (2016: $1,631,509) reflecting a significant increase in
exploration on the Company’s gold and cobalt prospects and also the acquisition costs of Fox Radio Hill Pty Ltd.
Net assets increased to $5,924,113 (2016: $1,237,509) reflecting the value of shares issued on the acquisition of Fox Radio
Hill Pty Limited ($1,960,000), capital raising of approximately $2.5 million comprised of share placements and the exercise
of options, and the result for the year.
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, the eligibility of each
Director to attend and the number of meetings attended by each director are:
Director
David Lenigas
Edward Mead
Alex Duncan-Kemp
Campbell Baird
George Frangeskides
Directors’ Meetings
Meetings
Attended
Number
Eligible to
Attend
Audit Committee Meetings
Number
Eligible to
Attend
Meetings
Attended
2
4
3
3
1
3
4
3
3
2
-
2
-
-
2
-
2
-
-
2
In addition to the Directors’ meetings outlined above there were 4 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, which sets 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 industries generally. The Board 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;
Page 28
DIRECTORS’ REPORT
•
•
•
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. Options and
performance incentives may be issued particularly as the Company moves from commercialisation to a
producing entity and key performance indicators such as profit and production can be used as
measurements for assessing executive performance;
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
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
David Lenigas – Executive Chairman (appointed 3 November 2017)
Edward Mead – Executive Director (appointed 31 December 2014)
Alex Duncan-Kemp – Executive Director (appointed 3 January 2017)
(ii) Former Directors
Guy Robertson – Executive Director (appointed 28 September 2011, resigned 17 August 2015)
George Frangeskides - Chairman (appointed 17 January 2011, resigned 28 September 2011, reappointed 15 August
2012, resigned 3 April 2017)
Campbell Baird – Non-Executive Director (appointed 17 August 2015, resigned 23 June 2017)
Page 29
DIRECTORS’ REPORT
(iii) Company Secretary
Guy Robertson
(iv) Key Management Personnel
Edward Mead – General Manager Exploration
Alex Duncan-Kemp – General Manager Operations
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 2001, 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.
2017
Base
Salary
and Fees
Share
Based
Payments
Post
Employment
Super
Contributions
Total
Base
Salary
and Fees
Share
based
Payments
2016
Post
Employment
Super
Contributions
D. Lenigas
70,000 1,100,000
- 1,170,000
A. Duncan-Kemp
125,550
E.Mead
C. Baird
G. Frangeskides
112,318
12,000
47,414
-
-
-
-
-
-
-
-
125,550
112,318
141,000
12,000
30,500
47,414
82,270
-
-
367,282 1,100,000
- 1,467,282
253,770
(c) Remuneration – options and performance rights
No options or performance rights were issued to directors during the year or the prior year.
(d) Share and option holdings
-
-
-
-
-
-
-
-
-
-
-
-
Total
-
-
141,000
30,500
82,270
253,770
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.
Page 30
DIRECTORS’ REPORT
Shares held by Directors and Key Management Personnel (post share consolidation)
Period from 1 July 2016 to 30 June 2017
Balance at
beginning
of year
Received as
Remuneration
Net change
Other²
Balance at end
of year
D. Lenigas
A. Duncan-Kemp
E. Mead¹
C. Baird¹
-
-
-
-
25,000,000
-
2,000,000
875,000
-
-
-
25,000,000
-
2,000,000
-
-
(875,000)
G. Frangeskides¹
50,000
1,500,000
(1,550,000)
27,000,000
¹Shares received as remuneration relate to an amount charged in and owing at the end of the previous year.
²Amount removed on resignation of director
(2,425,000)
29,375,000
50,000
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
50,000
E. Mead
C. Baird
G. Robertson
-
-
313,336
363,336
-
-
-
-
-
-
-
-
-
-
-
-
-
(144,371)
(144,371)
50,000
-
-
168,965
218,965
Options and Performance Rights Held by Directors and Key Management Personnel
Period from 1 July 2015 to 30 June 2017
There were no options held by Directors and Key Management Personnel in the years ended 30 June 2016 and 30 June
2017.
There were no performance rights on issue as at 30 June 2016 and 30 June 2017.
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 $6,022 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.
Page 31
DIRECTORS’ REPORT
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.
AUDITOR’S INDEPENDENCE DECLARATION
The lead auditor’s independence declaration for the year ended 30 June 2017 has been received and can be found on
page 35 of the financial report.
NON-AUDIT SERVICES
The Board, 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:
Taxation services
2017
$2,000
2016
$3,000
This Report is made in accordance with a resolution of the Directors.
Edward Mead
Director
28 September 2017
Page 32
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED JUNE 2017
Continuing Operations
Revenue
Other Income
Note
2(b)
2(b)
Cost of sales
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
Marketing costs
Project write off
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
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
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
Consolidated
30 June 2017
$
Consolidated
30 June 2016
$
628,857
4,635
(161,858)
(244,011)
(183,964)
(20,882)
(124,688)
(163,699)
-
-
(145,970)
(1,272,000)
(111,856)
(100,000)
(46,755)
(236,313)
(2,178,504)
-
(2,178,504)
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)
(2,178,504)
(2,178,504)
(6,477,486)
(6,477,486)
-
-
(2,178,504)
-
-
(6,477,486)
(2,178,504)
(2,178,504)
(6,477,486)
(6,477,486)
Earnings per share – continuing operations
Basic loss per share (cents)
Diluted loss per share (cents)
20
20
(0.95)
(0.95)
(0.26)
(0.26)
The consolidated statement of profit or loss and other comprehensive income is to be read in conjunction with the
attached notes
-
Page 34
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 30 JUNE 2017
Note
4
5
6
7
8
9
10
11
12
Consolidated
30 June 2017
$
Consolidated
30 June 2016
$
329,196
616,612
103,904
1,049,712
1,161,615
7,839,090
9,000,705
18,149
101,595
15,989
135,733
-
1,631,509
1,631,509
10,050,417
1,767,242
1,860,339
2,325,965
4,126,304
529,736
-
529,736
4,126,304
529,736
5,924,113
1,237,506
39,067,554
172,000
(33,315,441)
5,924,113
5,924,113
32,374,443
-
(31,136,937)
1,237,506
1,237,506
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Other financial assets
Total current assets
NON-CURRENT ASSETS
Plant and equipment
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
TOTAL EQUITY
The consolidated statement of financial position is to be read in conjunction with the attached notes.
Page 35
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2017
Attributable to equity holders of parent
CONSOLIDATED - 2017
$
$
Share Capital
Reserves
Balance 1 July 2016
Loss for the year
Total comprehensive income for the
year
Issue of shares
Cost of share issue
Share based payments
Balance as at 30 June 2017
32,374,443
-
-
6,757,934
(64,823)
-
39,067,554
Accumulated
Losses
$
Total Equity
$
-
-
(31,136,937)
(2,178,504)
1,237,506
(1,406,504)
-
-
-
172,000
172,000
(2,178,504)
-
-
-
(33,315,441)
(1,406,504)
6,757,934
(64,823)
172,000
5,924,113
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
The consolidated statement of changes in equity is to be read in conjunction with the attached notes.
Page 36
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2017
Consolidated
30 June 2017
$
Consolidated
30 June 2016
$
Note
23
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
Payments for exploration and evaluation
Payments for project acquisition
Payments for plant and equipment
Proceeds from sale of investments
NET CASH USED IN INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Cost of issue of shares
Loan proceeds
Proceeds from convertible note
NET CASH PROVIDED BY FINANCING
ACTIVITIES
Increase/(decrease) in cash held
Cash at the beginning of the year
CASH AT THE END OF THE YEAR
4
175,153
(938,779)
4,635
(236,313)
(995,304)
(2,574,869)
(1,118,343)
(410,000)
162,236
(3,940,976)
2,566,185
(64,823)
120,000
2,625,965
5,247,327
311,047
18,149
329,196
-
(814,702)
789
-
(813,913)
(586,359)
-
-
265,407
(320,952)
812,092
-
-
-
812,092
(322,773)
340,922
18,149
The consolidated statement of cash flows is to be read in conjunction with the attached notes to the financial
statements
Page 37
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
Notes to the Financial Statements for the year ended 30 June 2017
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 27 September 2017 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 13 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).
Page 38
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
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
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 $1,406,504, had net cash
outflows from operating activities of $995,304 and investing activities of $3,940,976 for the year ended 30
June 2017, and had a working capital deficit as at 30 June 2015 of $3,076,592.
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 raised $3,000,000, before costs, in equity subsequent to year end, and
has firm commitments for a further capital raise of $12 million, before costs.
The Company converted borrowings of $1,564,930 to equity subsequent to year end.
The consolidated entity has a farm in joint venture partner, Novo Resources Corp, earning into to
certain tenement rights by spending $2 million over two years, which will assist in meeting its
tenement obligations;
The consolidated entity has cash at bank at balance date of $329,196 and net assets of $5,924,113
as at 30 June 2017;
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:
Page 39
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
AASB 9: Financial Instruments and associated Amending Standards (applicable to annual reporting periods
beginning on or after 1 January 2018).
The Standard will be applicable retrospectively (subject to the provisions on hedge accounting outlined
below) and includes revised requirements for the classification and measurement of financial instruments,
revised recognition and derecognition requirements for financial instruments and simplified requirements
for hedge accounting.
The key changes that may affect the Group on initial application include certain simplifications to the
classification of financial assets, simplifications to the accounting of embedded derivatives, upfront
accounting for expected credit loss, and the irrevocable election to recognise gains and losses on
investments in equity instruments that are not held for trading in other comprehensive income. AASB 9
also introduces a new model for hedge accounting that will allow greater flexibility in the ability to hedge
risk, particularly with respect to hedges of non-financial items. Should the entity elect to change its hedge
policies in line with the new hedge accounting requirements of the Standard, the application of such
accounting would be largely prospective.
The 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 beginning on or
after 1 January 2018).
AASB 15 Replaces AASB 118 Revenue, AASB 111 Construction Contracts and some revenue-related
Interpretations:
o
o
o
o
establishes a new revenue recognition model
changes the basis for deciding whether revenue is to be recognised over time or at a point in time
provides new and more detailed guidance on specific topics (e.g. multiple element arrangements,
variable pricing, rights of return, warranties and licensing)
expands and improves disclosures about revenue
The entity is yet to undertake a detailed assessment of the impact of AASB 15. However, based on the
entity’s preliminary assessment, the likely impact on the first time adoption of the Standard for the year
ending 30 June 2019 includes:
•
Change in timing of income recognition depending on performance consideration in the Group’s
contracts; and
Change in income measurement for possible variable consideration in the Group’s contracts.
•
AASB 16 Leases (applicable to annual reporting periods beginning on or after 1 January 2018).
AASB 16:
•
•
•
•
•
Replaces AASB 117 Leases and some lease-related Interpretations
requires all leases to be accounted for ‘on-balance sheet’ by lessees, other than short-term and
low value asset leases
provides new guidance on the application of the definition of lease and on sale and lease back
accounting
largely retains the existing lessor accounting requirements in AASB 117
requires new and different disclosures about leases
When this Standard is first adopted for the year ending 30 June 2020, there will be no material impact on
the transactions and balances recognised in the 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
Page 40
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
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 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.
Page 41
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
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.
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.
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 (i.e. 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 accordance with a documented
risk management or investment strategy. Such assets are subsequently measured at fair value with changes
in carrying value being included in profit or loss.
Page 42
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
(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.
(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 (i.e. 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. Plant and equipment
Each class of plant and equipment is carried at cost or fair value as indicated less, where applicable, any
accumulated depreciation and impairment losses. Plant and equipment are measured on the cost basis.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to
Page 43
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
the company and the cost of the item can be measured reliably. All other repairs and maintenance are
charged to the income statement during the financial period in which they are incurred.
Depreciation
The depreciable amount of all fixed assets is depreciated on a diminishing value basis over the asset’s useful
life to the company commencing from the time the asset is held ready for use.
Depreciation is calculated on a diminishing-value basis over the estimated useful life of the assets as follows:
Plant and equipment – ranging from 2 to 20 years
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount.
j. 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.
k. Revenue recognition
Interest revenue is recognised using the effective interest method. It includes the amortisation of any
discount or premium.
l. 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 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.
m. 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.
n. 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.
Page 44
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
o. Comparative figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes
in presentation for the current financial year.
p. 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.
q. 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
$7,839,090.
2. REVENUE AND OTHER INCOME
a) Revenue
Other income
Sales of gold, silver and copper ore
Sale of contingent asset
b) Other Income
Interest received
Consolidated
2017
$
Consolidated
2016
$
165,974
462,883
-
628,857
52,608
-
150,000
202,608
4,635
783
Page 45
3. INCOME TAXES
(a) Reconciliation between income tax expense and prima facie tax on accounting loss:
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
Loss before tax
Tax at 27.5% (2016: 28.5%)
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
2017
$
Consolidated
2016
$
(2,178,504)
(599,089)
427,600
(1,101,474)
1,272,963
-
(6,477,486)
(1,943,246)
1,727,074
(186,328)
402,500
-
-
-
-
-
-
-
-
-
Applicable tax rate
The applicable tax rate is 27.5%, the small business 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 $5,952,731 (2016-$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
5. TRADE AND OTHER RECEIVABLES
Current
Trade receivables
Other
Consolidated
2017
$
329,196
Consolidated
2016
$
18,149
Consolidated
2017
$
Consolidated
2016
$
316,870
299,742
616,612
-
101,595
101,595
The value of trade and other receivables considered by the Directors to be past due or impaired is nil (2016: Nil).
Page 46
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
Consolidated
2017
$
Consolidated
2016
$
103,904
15,989
Consolidated
2017
$
Consolidated
2016
$
6. OTHER FINANCIAL ASSE TS
Non Current
Available-for-sale financial assets
Listed equity securities – at fair value
7. PLANT AND EQUIPMENT
Plant and equipment
At cost
Opening balance
Additions
Disposals
Closing balance
Depreciation
Opening balance
Charge for the year
Disposals
Closing balance
Net written down value
Additions
Motor Vehicles, at cost
Less accumulated depreciation
Net written down value, motor vehicles
Other plant and equipment, at acquisition cost¹
Additions during the period²
Total other plant and equipment at cost
Less accumulated depreciation
Net written down value, other plant and equipment
Net written down value, plant and equipment
-
1,163,615
-
1,163,615
-
2,000
-
2,000
1,161,615
10,000
(2,000)
8,000
753,615
400,000
1,153,615
-
1,153,615
1,161,615
¹Cost of the Fox Radio Hill Nickel Pty Ltd plant acquired during the year – see note 14.
²Engineering consultancy on Fox Radio Hill Pty Ltd plant, subsequent to acquisition.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Page 47
8. INTANGIBLE EXPLORATION AND EVALUATION EXPENDITURE
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
Consolidated
2017
$
Consolidated
2016
$
Exploration and evaluation expenditure
7,839,090
1,631,509
Reconciliation of carrying amount
Carrying amount at 1 July
Acquisition of tenements and tenement interests¹
Expenditure capitalised in current period
Capitalised expenditure written off
Carrying value of project sold
Cost of product sold written off
Carrying amount 30 June
1,631,509
2,682,116
3,687,053
-
-
(161,588)
7,839,090
6,736,804
100,000
622,228
(5,760,942)
(66,581)
-
1,631,509
¹Acquisition of Fox Radio Hill Pty Limited, $2,427,116 and other tenement interests, $255,000.
9. TRADE AND OTHER PAYABLES
Trade and other accounts payable
(unsecured)
10. BORROWINGS
Convertible note¹
Less guarantee shares held by note holder¹
Short term loan²
Consolidated
2017
$
Consolidated
2016
$
1,800,339
529,736
Consolidated
2017
$
2,625,965
(360,000)
2,265,965
60,000
2,325,965
Consolidated
2016
$
-
-
-
-
¹The convertible note was for an amount of US$2,000,000 (A$2,625,000). The convertible note could be converted
at the noteholder’s election at the lower of 12 cents per share or 93% of the 10 day weighted volume average price
prior to the date of conversion. The borrower had an option to repay the loan in cash in the event the share price
was less than 12 cents per share.
As at the date of this Report the convertible note has been repaid in full. US$200,000 DATE was repaid in cash and
US$1,800,000 DATE was converted with the issue of 19,959,802 shares.
The noteholder received 4,000,000 shares which were issued prior to year end at a price of 9 cents per share
($360,000) as a guarantee of performance by Artemis. This amount was deducted from the final conversion, and as
a consequence has been shown as a deduction of the amount owing. In addition the advisors to the noteholder
received 4,400,000 unlisted options exercisable at 15 cents per share before 30 April 2020. These options were
valued at $172,000 (see note 22).
The convertible note was secured against the shares of Fox Radio Hill Pty Ltd and this security has now been released.
² A loan of $120,000 was received from major shareholder Exchange Minerals Limited during the year. Of this
amount $60,000 was repaid in February 2017 through the issue of 800,000 shares at 7.5 cents per share. The loan
is unsecured and bears an interest rate of 10% per annum.
Page 48
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
11. SHARE CAPITAL
323,733,940 (2016: 3,656,158,159 –
pre consolidation) fully paid ordinary
shares
2017
Shares
2016
Shares
2017
$
2016
$
323,733,940
3,656,158,159
39,067,554
32,374,444
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
Share issued – discontinued project
31/8/16
Share placement Nov/Dec 2016
Shares issued for projects Nov 16-Jan 17
Shares issued for services 6/12/16
Exercise of options Nov 16/Jan 17
One for twenty share consolidation
Exercise of options Feb – June 17
Shares issued Chairman sign on fee
13/2/17
Shares issued for services Feb 17
Share placement 28/2/17
Shares issued to repay loan Feb 17
Shares issued to project interest Feb 17
Shares issued as collateral 10/5/17
Shares issued for acquisition of Fox Radio
Hill Pty Ltd 30/5/17
2017
No. Shares
323,733,940
2016
No. Shares
3,656,158,159
2017
$
2016
$
39,067,554
32,374,443
3,656,158,159
1,238,316,411
32,374,443
29,956,601
100,000,000
450,333,333
130,000,000
107,500,000
8,910,020
4,452,901,512
222,645,244
20,338,696
-
-
-
-
-
1,238,316,411
-
-
25,000,000
1,533,333
19,666,667
800,000
1,750,000
4,000,000
28,000,000
-
-
-
-
-
-
-
100,000
675,500
255,000
112,500
8,910
33,526,353
-
406,774
1,100,000
92,000
1,475,000
60,000
152,250
360,000
1,960,000
-
-
-
-
-
29,956,601
-
-
-
-
-
-
-
-
-
Issue of shares – 21/8/15
Issue of shares rights issue – 23/12/15
Cost of raising capital
Closing balance
-
-
-
323,733,940
100,000,000
2,317,841,748
-
3,656,158,159
-
-
(64,823)
39,067,554
100,000
2,317,842
-
32,374,443
(i) Subsequent to year end the Company raised $1,500,000, before costs through the issue of 20,000,000 shares at 7.5
cents each, $3,000,000 before costs through the issue of 23,696,682 new shares at 12.66 cents per share, and has firm
commitments for a capital raise of $12,000,000 with the issue of 60,000,000 shares at 20 cents per share, before costs.
(ii) For further details of share based payments refer to Note 22.
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.
Page 49
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.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
12. RESERVES
Option Issue Reserve
Reconciliation of movements during the year:
Option Reserve
Total options
Opening balance
Expiry of options 31 July 2016
Expiry of options 31 August 2016
Exercise of options to Jan 17
One for 20 consolidation
Exercise of options Feb – Jun 17
Issue of options for project acquisition
Issue of options to advisors May 2017
Issue of options rights issue – 23 December
2015
Expiry of options – 30 June 2016
Closing balance
Consolidated
2017
$
-
Consolidated
2016
$
-
2017
Options
2016
Options
2017
$
2016
$
96,102,890
2,524,817,348
-
-
2,524,817,348
(80,128,648)
(126,846,952)
(8,910,020)
2,308,931,728
115,446,586
(20,338,696)
995,000
4,400,000
331,975,600
-
-
-
331,975,600
-
-
-
-
-
-
100,502,890
2,317,841,748
(125,000,000)
2,524,817,348
-
-
-
-
-
-
-
-
172,000
-
-
172,000
125,000
-
-
-
125,000
-
-
-
-
-
(125,000)
-
(i)
(ii)
Of the remaining options 96,102,890 are exercisable at 2 cents per share before 29 September 2017, with the
remainder exercisable at 15 cents before 30 April 2020.
For further details of share based payments refer to Note 22.
13. SUBSIDIARIES
Parent Entity:
Artemis Resources Limited
Subsidiaries:
Fox Radio Hill Pty Limited
Karratha Metals Limited
KML No 2 Pty Limited
Armada Mining Pty Limited
Shearzone Mining Pty Limited
Western Metals Pty Limited
Yandal Metals Pty Limited
Wombat Resources Pty Limited
SMA Mining Pty Limited¹
Artemis Graphite Pty Ltd
Anco Holdings Limited
Country of
Incorporation
Ownership %
2017
Ownership %
2016
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Hong Kong
-
100
100
100
100
100
80
-
-
5
100
49
-
-
100
100
100
-
80
100
100
25
100
49
¹Formerly Artemis Mining Corporation Pty Limited.
Consolidated
The parent entity within the group is Artemis Resources Limited which is the ultimate parent entity in Australia.
Page 50
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
14. BUSINESS COMBINATION
On 28 April 2017 Artemis finalized the acquisition of Fox Radio Hill Pty Ltd, an entity holding all of Fox Resources
Limited’s (“Fox”) Western Australian mining and exploration assets for 28 million ordinary shares and the
assumption of the remaining liabilities of $920,731. The acquisition includes the 425,000 tonnes per annum Radio
Hill Base Metal Processing Plant.
Details of the purchase consideration and net assets are as follows:
Purchase consideration:
28,000,000 shares in @ 7 cents
Fox Radio Hill Pty Limited, creditors assumed
Cash
$
1,960,000
920,731
300,000
3,180,731
The assets and liabilities recognised as a result of the acquisition are as follows:
Plant and machinery
Capitalised exploration
753,615
2,427,116
3,180,731
Exploration costs on tenements acquired subsequent to acquisition amounted to $75,310. In the event that the
acquisition was consummated on 1 July 2016, exploration on acquired tenements would have been a further
$55,489. There were no revenues or expenses charged to profit and loss by the acquired company during the year.
The values identified in relation to the acquisition of the above businesses are provisional as at 30 June 2017. For
a further understanding of the provisional basis, refer to the business combination accounting policy which states
that business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts
the provisional amounts recognised and also recognises additional assets or liabilities during the measurement
period, based on new information obtained about the facts and circumstances that existed at acquisition date.
The measurement period ends on either the earlier of (i) 12 months from the date of acquisition or (ii) when the
acquirer receives all the information possible to determine the value.
During the year the Company acquired 100% of the issue share capital of Shearzone Mining Pty Limited for a
consideration of 1,000,000 shares at 4 cents each, $40,000. The assets acquired comprised capitalised exploration
expenditure on the tenements acquired with the purchase. of $40,000.
15. FINANCIAL INSTRUMENTS
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
Page 51
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
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
2017
$
Consolidated
2016
$
329,196
18,149
(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.
Foreign exchange risk
(c)
The Company has minimal exposure to foreign exchange risk.
Equity securities price risk
(d)
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 52
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
Sensitivity analysis
(e)
The following tables summarise the sensitivity of the Group’s financial assets and liabilities to interest rate risk. 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 2017 and 2016.
In the current year the Company holds a small investment in a United Kingdom listed Company. The foreign exchange
risk and equity securities risk are considered to be minimal and is not reflected in the sensitivity table below.
Consolidated
30 June 2017
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
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
Carrying
Amount
$
Interest Rate Risk
-1%
Interest Rate Risk
+1%
Profit
$
Equity
$
Profit
$
Equity
$
329,196
616,612
103,904
1,800,339
2,325,955
(3,292)
(3,292)
3,292
3,292
-
-
-
-
-
-
-
-
-
-
-
-
(600)
(600)
(3,892)
(3,892)
600
3,892
600
3,892
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
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 2017, NIL was denominated in foreign currencies (30 June 2016 -$Nil).
2. Trade and other receivables are denominated in AUD and are not interest bearing.
3. Other financial assets are equity securities listed on London AIM (2016 – on the ASX) and are denominated in Pounds
Sterling (2016-AUD).
4. Trade and other payables at balance date are denominated in AUD and are not interest bearing.
5. Loan of $60,000 bears an interest rate of 10% per annum. The convertible note has no interest coupon.
Liquidity risk
(f)
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 reflects the earliest contractual settlement dates and
does not reflect management’s expectations that banking facilities will roll forward.
Page 53
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
The tables below reflect an undiscounted contractual maturity analysis for financial liabilities.
Consolidated Group
Within 1 year
2017
$
2016
$
1 to 5 years
2016
$
2017
$
Over 5 years
2017
$
2016
$
Total
2017
$
2016
$
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
1,800,339
529,736
2,325,965
-
4,126,304
529,736
329,196
18,149
616,612
103,904
101,595
15,989
1,049,712
135,733
(3,076,592)
(394,003)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,800,339
529,736
2,325,965
-
4,126,304
529,736
329,196
18,149
616,612
103,904
101,595
15,989
1,049,712
135,733
-
(3,076,592)
(394,003)
Subsequent to year end the Company converted borrowings of $2,265,865 to equity through the issue of shares – see note 10.
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:
Annual cash flow budgets;
(i)
(ii) Monthly rolling cash flow forecasts.
Net fair values
(g)
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.
16. COMMITMENTS FOR EXPENDITURE
The Consolidated Group currently has commitments for expenditure at 30 June 2017 on its Australian exploration
tenements as follows:
Not later than 12 months
Between 12 months and 5 years
Greater than 5 years
Consolidated
Group
2017
$
Consolidated
Group
2016
$
1,829,114
6,471,414
4,695,294
12,995,822
537,800
873,500
333,000
1,744,300
The Company evaluates its tenements and exploration programme on an annual basis and may elect not to renew
tenement licences if it deems appropriate.
The Company has a commitment of $600,000 for a contract associated with the re-commissioning of the Fox Radio
Hill plant.
Page 54
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
17. CONTINGENT LIABILITIES AND CONTINGENT ASSETS
The Company has no contingent assets or liabilities. Subsequent to year end the Company concluded a farm-in
agreement with Novo Resources Corp (“Novo”), and has received 4 million Novo shares with a market value of
approximately $20.3 million as at 15 September 2017.
18. RELATED PARTY DISCLOSURES
(a) 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 2017. Key
Management Personnel for the year ended 30 June 2017comprised the Directors, the General Manager
Exploration and the General Manager Operations.
(b) 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
2017
$
367,282
1,100,000
1,467,282
2016
$
321,416
-
321,416
The Company contracts with third parties for the provision of all administrative and support services and geological
consulting support services.
(c)
No options were granted to Directors during the year.
Remuneration options: granted and vested during the financial period ending 30 June 2017
The relevant share based payment disclosures are contained in Note 22 to the financial statements.
Share and option holdings
(d)
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
ADK Mining Services Pty Ltd
Aetos Consulting Limited²
Doraleda Pty Limited ³
Consolidated
Group
2016
$
Consolidated
Group
2015
$
125,550
47,414
112,318
285,282
-
32,496
13,493
45,989
¹ Consulting fees paid to ADK Mining Services Pty Ltd, a company in which Mr Alex Duncan-Kemp 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 55
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
19. SEGMENT INFORMATION
The consolidated entity operates in Australia in mineral and mining exploration. As at 30 June 2017 the Company is
solely focused on exploration in the West Pilbara for gold, cobalt, 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
Mt Clement-Paulsens
Total exploration assets
Unallocated
TOTAL ASSETS
20. EARNINGS PER SHARE
Reconciliation of earnings per share
Basic and diluted earnings per share
Consolidated
2017
$
2016
$
633,492
203,391
(2,666,026)
(2,178,504)
(6,680,877)
(6,477,486)
-
(2,178,504)
-
(6,477,486)
10,050,417
10,050,417
1,767,242
1,767,242
4,126,304
4,126,304
529,736
529,736
7,792,894
46,196
7,839,090
-
7,839,090
1,631,509
-
1,631,509
-
1,631,509
Consolidated
Group
Consolidated
Group
2017
Cents
2016
Cents
(0.95)
(0.26)
(Loss) used in the calculation of the basic earnings per share
(2,178,504)
(6,477,486)
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
No of shares
No. of shares
229,366,200
-
229,366,200
2,524,541,353
-
2,524,541,353
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.
Page 56
21. AUDITOR’S REMUNERATION
Auditor of parent entity
Audit fees – Hall Chadwick
Other services
Total
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
Consolidated
2017
$
Consolidated
2016
$
28,500
2,000
30,500
28,400
3,000
31,400
For the year ended 30 June 2017 the auditor appointed is Hall Chadwick.
22. 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.
No options were issued to Key Management Personnel during the year.
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:
Outstanding at the beginning of the year
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
No.
2017
-
Weighted average
exercise price
No.
2016
Weighted average
exercise price
-
125,000,000
0.3 cents
4,400,000
15 cents
-
-
4,400,000
4,400,000
-
-
15 cents
15 cents
-
-
-
-
-
-
-
-
-
-
Page 57
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 2017
Sign on fee for Chairman, issued as shares
Total key management personnel
Consolidated
Group
Consolidated
Group
2017
$
1,100,000
1,100,000
2016
$
-
-
Other information
The Company issued 4,400,000 options to advisors in the year to 30 June 2017. The options are exercisable at 15
cents per share with an expiry date of 30 April 2020. The options were valued at $172,000 using the Black and
Scholes method using the following variables: a) share price at date of issue 8.3 cents, government bond rate to
maturity 2% and share price volatility of 95%.
23. RECONCILIATION OF NET CASH USED IN OPERATING ACTIVITIES TO LOSS AFTER INCOME
TAX
Loss after income tax
Depreciation
Exploration and project expenditure written off
Share based payments
Project written off
Other non-cash items
Loss/(profit) on sale of investments
Consolidated
2017
$
Consolidated
2016
$
(2,178,504)
2,000
182,910
1,272,000
100,000
-
4,539
(6,477,484)
-
5,710,331
-
-
166,000
(198,926)
Changes in assets and liabilities during the financial period:
Increase in receivables
Increase in trade and other payables
Net cash outflow from operating activities
(515,017)
136,766
995,304
(34,007)
20,173
(813,913)
Non cash financing and investing activities
During the year the Company acquired Fox Radio Hill Pty Ltd for a consideration that included the issue of 28,000,000
shares at 7 cents per share, $1,960,000. In addition the Company acquired 100% of the issued capital of Shearzone
Pty Ltd for the issue of 1,000,000 shares at 4 cents each, $40,000, and other project and tenement interests through
the issue of 10,500,000 shares at 3 cents per share, $315,000.
Page 58
24. 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
Borrowings
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 2017
2017
$
333,990
613,160
103,904
1,051,044
8,228,905
540,100
49,196
9,869,245
1,679,167
2,265,965
3,945,132
2016
$
18,149
101,595
15,989
135,733
1,144,544
500,200
-
1,644,744
1,780,477
529,736
-
529,736
3,945,132
529,736
5,924,113
1,250,741
39,067,555
172,000
(33,315,442)
5,924,113
32,374,443
-
(31,123,702)
1,250,741
-
-
-
-
-
-
(2,191,740)
-
(2,191,740)
(6,477,484)
-
(6,477,484)
-
-
-
-
-
-
Page 59
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
25. SIGNIFICANT AFTER BALANCE DATE EVENTS
Subsequent to year end the Company raised $1,500,000, before costs through the issue of 20,000,000 shares at 7.5
cents each, $3,000,000 before costs through the issue of 23,696,682 new shares at 12.66 cents per share, and has
firm commitments for a capital raise of $12,000,000 with the issue of 60,000,000 shares at 20 cents per share, before
costs.
On 15 August 2017 the Company entered into a farm in agreement with Novo Resources Corp (Novo) whereby Novo
will earn a 50% interest in gold (and other minerals necessarily mined with gold) in conglomerate and/or paleoplacer
style mineralisation on tenements located within 100km of the City of Karratha, on spending $2 million within two
years. As part of the consideration for this agreement Artemis has received 4,000,000 Novo shares (CVE:NVO),
valued at approximately $20.3 million at the date of this Report.
In mid-September the Company repaid the US$2 million convertible note eleven months early (repayment was in
August 2018) with a cash payment of US$200,000. In total the Company issued 19,959,802 shares at an average
share price of 10.84 cents in accordance with the agreement (see Note 10).
Following approval by shareholders at a meeting on 8 September 2017, the Company issued 15,000,000
performance rights to Directors, and employees.
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 60
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 34 to 60, 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 2017 and of the performance for
the period ended on that date of the Company and Consolidated Group;
2.
3.
in the Directors’ opinion there are reasonable grounds to believe that the Company will be able to pay its
debts as and when they become due and payable; and
the Directors have been given the declarations required by s295A of the Corporations Act 2001 from the
Chief Executive Officer and Chief Financial Officer.
This declaration is made in accordance with a resolution of the Board of Directors.
Edward Mead
Director
28 September 2017
Page 61
ADDITIONAL INFORMATION FOR LISTED COMPANIES
AS AT 14 SEPTEMBER 2017
The following additional information is required by the Australian Securities 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
128
265
327
1,071
335
2,126
Securities
0
22,698
925,890
2,768,552
43,116,414
406,516,634
453,350,188
% of Issued Capital
0.00%
0.01%
0.20%
0.61%
9.51%
89.67%
100.00%
b.
c.
The number of shareholders who hold less than a marketable parcel is 167.
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
DAVID LENIGAS
d. Twenty largest holders ordinary shares
No of shares
%
36,543,301
36,387,584
25,000,000
8.06%
8.03%
5.51%
Rank
Holder Name
Designation
Securities
%
PERSHING AUST NOM PL
1
HSBC CUSTODY NOM AUST LTD
2
ARMENGAEL INV LTD
3
BNP PARIBAS NOM PL
4
CITICORP NOM PL
5
J P MORGAN NOM AUST LTD
6
FOX RES LTD
7
MAHARAJAPURAM V S
8
NARROWSBURG HLDGS LTD
9
FZE CASS
10
HUGHES JAY EVAN DALE
11
12
BNP PARIBAS NOMS PL
13 MERRILL LYNCH AUST NOM PL
14
15
16
17
18
19
20
INKESE PL
D & K CORPS INV PL
HUGHES JAY + LINDA
HSBC CUSTODY NOM AUST LTD
LUCO PROP GRP PL
SABET HOSSEIN
FORSYTH BARR CUSTS LTD
INDIAN OCEAN A/C
IB AU NOMS RETAILC
INKESE FAM A/C
DRP
INKESE SUPER A/C
LUCANTONIO S/F A/C
FORSYTH BARR LTD-N
47,614,711 10.50%
8.60%
39,003,956
8.03%
36,387,584
6.77%
30,683,377
5.58%
25,280,337
4.81%
21,802,122
2.87%
13,000,000
2.42%
10,955,966
1.99%
9,023,503
1.67%
7,567,500
1.39%
6,300,000
1.36%
6,175,804
1.33%
6,040,737
1.10%
5,000,000
1.10%
5,000,000
0.57%
2,588,888
0.57%
2,567,046
0.55%
2,500,248
0.54%
2,442,606
0.50%
2,251,000
TOP 20 TOTAL
282,185,385 62.25%
Page 67
ADDITIONAL INFORMATION FOR LISTED COMPANIES
AS AT 14 SEPTEMBER 2017
e.
Twenty largest holders listed options
Rank
Holder Name
Designation
Securities
%
VENKATARAMAN SRIDHAR
FZE CASS
AIM MERVYN PETER + S M
PERSHING AUST NOM PL
EUROPE RES LTD
CAVE GLEN PL
TALEX INV PL
TALEX INV PL
YEO SIMON DAVID + J
GOLDSCHMIDT ERROL B + Z
1
2
3
4
5
6
7
8
9
10
11 MORGAN JANICE LINDA
12
13
14
15
16
17 MATCHETT SHANE A + M A
RAGGED HLDGS PL
18
AIM MERVYN PETER + S M
19
TOLLE INV PL
20
KONKERA PL
PERSHING AUST NOM PL
BROWN PAUL GREGORY + J O
BLACK CREEK PL
SILVERII CLAUDIO
AIM S/F A/C
INDIAN OCEAN A/C
SANDRA WISE S/F A/
A F WYLIE S/F A/C
CAPE INV A/C
ACCUMULATED ACUMEN
KONKERA FAM A/C
ACCUM A/C
BROWN S/F A/C
SA MA MATCHETT S/F
JON YOUNG FAM FUND
AIM FAM A/C
TOLLE A/C
7,805,966 30.02%
6,217,500 23.91%
5.61%
1,460,019
4.25%
1,105,395
3.85%
1,000,000
3.08%
800,000
2.77%
720,000
2.04%
529,516
1.54%
400,000
1.31%
340,875
1.15%
300,000
1.08%
281,017
0.96%
250,484
0.96%
250,000
0.77%
200,000
0.77%
200,000
0.77%
200,000
0.77%
200,000
0.64%
166,000
0.63%
165,000
f. Distribution of option holders
TOP 20 TOTAL
22,591,772 86.88%
Spread of Holdings
Holders
Securities
% of Issued Capital
NIL holding
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
Over 100,000
0
14
8
12
54
26
0
2,975
28,415
90,788
2,547,690
23,333,272
0.00%
0.01%
0.11%
0.35%
9.80%
89.73%
TOTAL ON REGISTER
114
26,003,140
The listed options will cease to be quoted on 25 September 2017 and will expire on 29 September 2017.
Page 68
ADDITIONAL INFORMATION FOR LISTED COMPANIES
AS AT 14 SEPTEMBER 2017
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.
4.
5.
Stock exchange on which the Company’s securities are quoted
The Company’s listed equity securities are quoted on the Australian Securities Exchange.
Review of Operations
A review of operations is contained in the Review of Operations report.
On market buy-back
There is currently no on-market buy-back.
Page 69
ARTEMIS RESOURCES LIMITED
ABN 80 107 051 749
BOARD OF DIRECTORS
David Lenigas (Executive Chairman)
Edward Mead (Executive Director)
Alex Duncan-Kemp (Executive Director)
COMPANY SECRETARY
Guy Robertson
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 6153
Ph: (08) 9315-2333
Fax: (08) 9315-2233
www.securitytransfer.com.au
AUDITORS
Hall Chadwick
WEBSITE
https://artemisresources.com.au
CORPORATE DIRECTORY
Page 67