2017 Annual Report CORPORATE DIRECTORY ABN 46 106 346 918 Bankers Commonwealth Bank of Australia Limited Directors Mr. Peter Ingram (Chairman) Mr. Anthony Rovira (Managing Director) Dr. Wolf Martinick (Non Executive Director) Company Secretary Mr. Brett Dickson Registered Office Level 1 34 Colin Street WEST PERTH WA 6005 Telephone: (08) 9481 2555 Solicitors K & L Gates Level 32 44 St Georges Terrace PERTH WA 6000 Share Register Computershare Investor Services Pty Ltd Level 11 172 St Georges Terrace PERTH WA 6000 Telephone: 1300 787 272 Auditors BDO Audit (WA) Pty Ltd 38 Station Street SUBIACO WA 6008 Internet Address www.azureminerals.com.au ASX Code Shares AZS CONTENTS Chairman’s Letter Review of Operations Directors’ Report Corporate Governance Statement Financial Statements - Consolidated Statement of Profit or Loss and Other Comprehensive Income - Consolidated Statement of Financial Position - Consolidated Statements of Changes in Equity - Consolidated Statement of Cash Flows - Notes to the Consolidated Financial Statements - Directors’ Declaration - Independent Auditor’s Report - Auditor’s Declaration of Independence ASX Additional Information 2 3 9 25 31 32 33 35 36 62 63 66 67 1 azure minerals limited annual report 2017 Chairman’s Letter Dear Fellow Shareholders, I have much pleasure in presenting to you the Annual Report of Azure Minerals Limited for the year ending 30 June 2017. We have seen your company achieve considerable success over the past two years, with significant silver- gold discoveries at the Alacrán project and some interesting deep exploration results achieved at the Promontorio Project. As a consequence of this success, the company was successful in raising $7.9 million in new capital, resulting in the Company’s strong financial position at 30 June 2017 with cash of $9.7 million. At the Alacrán Project, exploration and preliminary studies demonstrated the potential economic viability of the Loma Bonita gold-silver and the Mesa de Plata silver deposits. This, together with the exploration potential for large porphyry copper-gold-silver mineralization, resulted in Teck Resources exercising its right to earn back into the project. This exciting development is a strong indication of the potential of the Alacrán Project. Consequent upon the decision by Teck, the Company decided it was prudent to acquire new projects to provide further exploration and development potential for shareholders. A program of systematic appraisal of a large number of opportunities presented to the company resulted in the acquisition of the very promising Oposura and Sara Alicia projects. Oposura is a high-grade zinc-lead-silver project located in Sonora State, north of the Company’s Mexican headquarters in Hermosillo. This project has the potential to be developed as an underground, high-grade base metal mine. Exploration work and development studies have already begun and will be progressed rapidly over the months ahead. Sara Alicia is an early-stage high-grade cobalt-gold and copper-zinc-silver project. Surface sampling and sampling of old mine dumps has been very encouraging with some extremely high cobalt and gold values obtained. The Review of Operations (page 3) provides greater detail of these results. I would like to take this opportunity to thank our Management and staff, both here in Perth and in our Mexican office. They have consistently demonstrated high levels of competence both technically and administratively, in locating projects, negotiating deals to acquire those projects, exploring them successfully, and managing the associated joint ventures. I expect the following years will be even more productive and successful. I also thank you, our shareholders, for your continued support of the Company without which we would not be able to pursue these exciting projects. Finally, I would also like to thank my fellow Directors for their support, encouragement and enthusiasm in implementing our strategies for success. I look forward to the coming exploration results with considerable interest. Yours sincerely, Peter Ingram Chairman 2 azure minerals limited annual report 2017 review of operations OVERVIEW The past year has been a successful one for Azure Minerals, during which the Company continued to progress its portfolio of high quality precious and base metals projects in Mexico through exploration and mine development studies. All of Azure’s leading projects are located in the Sierra Madre Occidental Mineral Province of northern Mexico. This is one of the world’s most attractive mineral exploration and mining jurisdictions and has been a prolific and important producer of precious and base metals for more than 500 years. The district accounts for most of Mexico’s silver and gold production, having historically produced more than 40 million ounces of gold and two billion ounces of silver. It is also home to many large copper, lead and zinc mines including the world-class copper deposit of Cananea which is situated adjacent to Azure’s 100% owned Alacrán Project. Post the end of the financial year, Azure announced the acquisition of two new projects that will add significant upside and value to the Company’s project portfolio. First came the purchase of Oposura, an advanced-stage project where a significant amount of historical exploration and exploratory mine development outlined a zone of high-grade zinc-lead-silver mineralisation. Azure has immediately commenced a drilling campaign to delineate a mineral resource while concurrently implementing a program of mine development studies. This was followed by the purchase of the Sara Alicia gold-cobalt project where Azure’s early stage surface sampling returned very high gold and cobalt assays, along with high grade copper, zinc and silver. This project will be fast-tracked to the drilling stage as quickly as possible. ALACRÁN PROJECT At Alacrán, exploration and resource delineation drilling was undertaken continuously throughout the first half of the year, culminating in an upgraded resource for the Mesa de Plata silver deposit and a maiden mineral resource for the Loma Bonita silver and gold deposit. Additionally, exploration drilling at Cerro San Simon and Cerro Enmedio identified more occurrences of precious and base metal mineralisation, confirming the high prospectivity of the Alacrán Project to host many significant deposits. In October 2016, Azure satisfied the expenditure requirements under the agreement with Minera Teck S.A. de C.V. (a subsidiary of Teck Resources Limited; “Teck”), thereby earning 100% legal and beneficial ownership of the project. Teck retained a back-in right to acquire 51% by sole funding US$10 million of expenditure over four years. Subsequently, in December 2016, Azure received notice that Teck had elected to exercise its back-in right, thereby assuming management and operational control of the project. Teck’s decision demonstrates their strong belief that the project has potential to host a significant copper deposit, in addition to the epithermal silver and gold deposits discovered by Azure during 2015 and 2016. Mesa de Plata A total of 116 reverse circulation (RC) holes (8,433m) and 17 diamond core holes (1,451m) have been drilled into the Mesa de Plata silver deposit, resulting in a combined Measured + Indicated mineral resource totalling 27.4 million ounces of silver. The outcropping High-Grade Zone contains 1.75 million tonnes at a very attractive grade of 275g/t silver, totalling 15.5 million ounces. That 85% of the total resource is contained within the Measured category of the resource is a testament to the high degree of confidence that Azure has in the internal continuity of the grade and width throughout the mineralised zone. 3 azure minerals limited annual report 2017 review of operations Measured Mineral Resource Indicated Mineral Resource Total Mineral Resource Tonnes (Mt) 1.21 8.43 9.64 Silver (g/t Ag) (Moz) 307.4 43.0 76.2 12.0 11.7 23.6 Tonnes (Mt) 0.54 0.28 0.82 Silver (g/t Ag) (Moz) 201.7 36.2 145.4 3.5 0.3 3.8 Tonnes (Mt) 1.75 8.71 10.46 Silver (g/t Ag) (Moz) 274.7 42.8 81.6 15.5 12.0 27.4 Reported using a block model cut-off grade of ≥20 g/t Ag using capped silver grade estimates Numbers in this table have been rounded to one decimal for silver grade and two decimals for tonnage Zone High-Grade Mid-Grade Total Notes: • • Figure 1: Map showing location of Alacrán and Oposura Projects In addition to this, considerable work was done to test Mesa de Plata from a metallurgical and mineral processing perspective, as well as commencing mining, infrastructure, power, water, community and environmental studies as part of an overall project development study. Results from this work indicated potential for a simple and relatively low-cost operation. This study however was suspended due to Teck’s back-in decision, but will recommence if Azure resumes operational control. Loma Bonita Located between 200m and 500m to the east of the Mesa de Plata silver deposit lies the Loma Bonita gold-silver deposit. Azure completed the mineral resource drill-out during FY2017, comprising 27 RC holes (3,933m) and 17 diamond core holes (3,122m), announcing an initial Indicated and Inferred mineral resource of 5.4 million tonnes containing 150,000oz of gold and 4.8Moz of silver. 4 azure minerals limited annual report 2017 review of operations Cut-Off Grade (g/t Au) JORC Code Classification Tonnes (Mt) ≥ 0.5 Indicated Mineral Resource Inferred Mineral Resource Total ≥ 0.21 Indicated Mineral Resource Inferred Mineral Resource Total 2.87 0.5 3.4 4.20 1.2 5.4 Gold Silver (g/t) 1.25 1.0 1.2 0.95 0.6 0.9 (kOz) 115.7 15 131 128.5 22 150 (g/t) 33.9 18 32.0 30.1 18 28 (Moz) 3.14 0.3 3.4 4.07 0.7 4.8 Notes: • Block cut-off grade of ≥ 0.21 g/t Au equates to gold price assumption of 1,466 USD/troy ounce • Cut-off grade does not consider the value of silver credits • Gold and silver grades capped (98th percentile) • Numbers may not sum precisely due to rounding assumptions (two decimal places for Indicated Resources and one decimal place for Inferred Resources, as the latter are reported using a lower precision to convey the higher level of uncertainty). • The JORC Code reportable estimate using the ≥ 0.21 g/t Au is inclusive of the ≥ 0.5 g/t Au estimate. The ≥ 0.5 g/t Au estimate is provided for information purposes to highlight that the bulk of the contained metal is within a higher grade zone. Cerro San Simon and Cerro de Enmedio Six diamond core holes were drilled at the Cerro San Simon and Cerro de Enmedio prospects to test precious and base metal targets identified by surface geochemical sampling, geological mapping and Induced Polarisation (IP) surveys. The intersection of significant precious and base metal mineralisation indicates that Cerro San Simon and Cerro de Enmedio may be part of a single, large high sulphidation epithermal system that extends at least 1,500m northwest to the Loma Bonita and Mesa de Plata gold and silver deposits. Further exploration drilling is warranted in this area. Project Ownership Having satisfied the necessary expenditure requirements under the agreement with Teck, Azure earned a 100% legal and beneficial ownership of the project (with Teck retaining a back-in right to acquire 51% by sole funding US$10 million of expenditure by December 2020). Azure will be free-carried for all expenditure until Teck meets this expenditure milestone. In December 2016, Azure received notice that Teck had elected to exercise its back-in right and assume management of the project. This decision by Teck demonstrates their strong belief that the Project could host a significant copper deposit, in addition to the epithermal silver and gold deposits discovered by Azure. In May 2017, Teck advised that their sole-funded exploration activity had commenced, with the first year of work to include approximately 5,500 metres of drilling. Having reviewed all previous project data, Teck identified several targets which warrant exploration, starting with geological mapping, geochemistry and geophysical surveys, to be followed by diamond drilling. PROMONTORIO PROJECT The Promontorio Project, located in the northern Mexican state of Chihuahua, continued to be explored by Kennecott Exploration S.A. de C.V. (Kennecott), a subsidiary of the Rio Tinto Group, during the first half of FY2017. This exploration activity was being conducted under the Stage 2 commitments of an Earn-in and Joint Venture Agreement signed between Azure and Kennecott in 2015. Exploration Results Drilling completed by Kennecott during 2016 comprised nine diamond core holes (APR-DD-124 to 132) for 8,784m. Assays received from this drilling program demonstrated significant levels of copper, gold and silver mineralisation. 5 azure minerals limited annual report 2017 review of operations The holes were designed to test for porphyry-hosted copper-gold mineralisation below the high sulphidation epithermal copper-gold-silver deposits of Promontorio and Cascada previously defined by Azure (see ASX announcements dated 10 May 2013 and 17 May 2015 for full details on these mineral resources). The presence of a mineralised porphyry system was confirmed with intrusive rocks hosting well-developed quartz veining and fracture stockwork zones and prominent breccia phases (including hydrothermal +/- tourmaline). Copper sulphide minerals chalcopyrite and bornite are present in disseminated, vein and fracture filling forms. The distribution and zonation of alteration mineral assemblages confirm this has all the hallmarks of a classic mineralised porphyry system. Significant grades of copper, gold and silver mineralisation were intersected in all holes drilled, with better intercepts including (ASX: 13 January 2017): • • • • • • APR-DD-124 12m @ 0.67g/t Au, 21g/t Ag & 2.0% Cu from 543m APR-DD-126 11m @ 0.45g/t Au & 31g/t Ag from 177m APR-DD-129 194.5m @ 0.15% Cu from 1312.5m to end of hole APR-DD-131 37.5m @ 0.73g/t Au & 5g/t Ag from 26m APR-DD-132 44m @ 0.45g/t Au & 12g/t Ag from surface APR-DD-132 11.5m @ 0.21g/t Au, 8g/t Ag & 1.1% Cu from 598.6m Having spent approximately US$4.0 million on exploration and despite identifying the presence of a copper porphyry system, Kennecott advised in January 2017 of their decision to discontinue their involvement in the project. Pursuant to the terms of the agreement, Azure resumed 100% ownership and control of the Promontorio Project and is currently seeking a new partner to explore this project. Figure 2: Plan showing location of Promontorio and Sara Alicia Project 6 azure minerals limited annual report 2017 review of operations OPOSURA PROJECT The Oposura Project is located 150km by road northeast from Hermosillo, the capital city of Sonora where Azure has its Mexican-based exploration and administration office, and 30km by road to the southwest of the town of Moctezuma which has a population of about 5,000. Oposura hosts massive, banded, and disseminated sulphides (predominantly sphalerite and galena with minor chalcopyrite) containing high grade zinc, lead and silver mineralisation in an interbedded sequence of limestones and volcanic tuffs. The mineralised zone forms a laterally extensive, relatively flat-lying horizon that extends east-west for approximately 1,400m and north-south for 400m. The overall mineralised zone is up to nine metres thick, averages about three metres in true width, and demonstrates good continuity of width and grade. Sampling of massive sulphide mineralisation and adjacent hanging wall and footwall zones within the underground mine workings confirmed very high grades of zinc, lead and silver, typically being greater than 10% Zn, 10% Pb and 40g/t Ag, with maximum values of 49.6% Zn, 34.1% Pb and 448g/t Ag. Furthermore, many samples from the massive sulphide zones returned copper grades in the range of 0.5% to 1.0% Cu, up to a maximum of 2.6% Cu (ASX: 15 August 2017). Additionally, the project demonstrates good upside potential, including: extensions of the Oposura mineralised zones further to the north • repetitions of mineralisation in the faulted down-thrown block to the west • shear zones containing silver-rich quartz veining in the east of the property • precious and base metal mineralisation associated with old mine workings in the west of the property • Azure is looking forward to completing the resource drill-out program, metallurgical test work and various mine development studies during the 2017-18 financial year. SARA ALICIA PROJECT The Sara Alicia Project is located on the western flank of the Sierra Madre Occidental mining province which hosts major operating gold, silver and copper mines. Access to site is good with a sealed road to the town of Alamos and the nearby Piedras Verdes Copper Mine, and then via gravel roads to site. Historically, Sara Alicia was a small-scale producer of gold and cobalt in the 1930s from an underground mining operation. No production records are available, however historical plans and reports indicate that the mine was operated on six levels to a depth of approximately 60m below surface. The Sara Alicia mineral concession covers nine hectares and contains all historical mine workings and all observed exposures of outcropping gold-cobalt mineralisation. A surrounding tenement that covered more than 22,000 hectares recently expired. The Mexican Mining Registry has yet to declare this vacant area available for claim and Azure will work to acquire these mineral rights when they become available. Azure carried out reconnaissance mapping and sampling within the Sara Alicia concession and in the surrounding district. Sampling of outcrops, mine dumps and old mine workings returned many significant assay results, including (ASX: 23 August 2017): SAMPLE No. SAMPLE TYPE SAMPLE LENGTH Gold-Cobalt Zone REC-1820 REC-1842 REC-1821 REC-1804 REC-1807 REC-1811 Chip channel Mine dump Chip channel Mine dump Chip channel Chip channel 2.5m NA 2.5m NA 3.0m 3.0m GRADES Gold 39.0g/t Au 27.3g/t Au 12.5g/t Au 10.0g/t Au 5.74g/t Au 2.11g/t Au Cobalt 6.07% Co 3.86% Co 6.94% Co 1.87% Co 2.36% Co 3.23% Co 7 azure minerals limited annual report 2017 review of operations Copper-Zinc-Silver Zone SAMPLE No. SAMPLE TYPE SAMPLE LENGTH REC-1838 REC-1839 REC-1840 REC-1845 REC-1846 Chip channel Chip channel Chip channel Chip channel Chip channel 2.4m 1.0m 3.5m 2.5m 1.5m GRADES Copper Zinc Silver 2.20% Cu 2.45% Zn 84g/t Ag 3.38% Cu 3.07% Zn 124g/t Ag 2.15% Cu 4.22% Zn 54g/t Ag 5.20% Cu 2.51% Zn 170g/t Ag 2.12% Cu 3.25% Zn 133g/t Ag Geologically, the Sara Alicia prospect hosts a thick sequence of carbonate rocks which have been intruded by a granodiorite porphyry. This intrusive event caused alteration and mineralising reactions in the limestones forming skarns, with precious and base metal mineralisation introduced into several separate horizons (or mantos) within the limestone sequence. One manto hosts the gold-cobalt mineralisation, while two and possibly more mantos contain copper-zinc-silver mineralisation. All observed outcrops of the gold-cobalt manto are located within the Sara Alicia mineral concession. Additionally, mantos containing copper-zinc-silver mineralisation were observed and sampled within both the Sara Alicia concession and in the surrounding area. Azure expects to drill the gold-cobalt and copper-zinc-silver targets in late 2017. OTHER PROJECTS The Company did not undertake any significant exploration on the other assets in its portfolio during the financial year. Azure continues to hold the El Tecolote, Loreto, Panchita, San Agustin and Telix projects which are prospective for a variety of minerals, including gold, silver, copper, zinc and graphite. These projects provide optionality for Azure and an opportunity to involve third parties. 8 azure minerals limited annual report 2017 Directors’ Report Your directors present their report on the consolidated entity (referred to hereafter as “the Group”) consisting of Azure Minerals Limited (“Azure”) and the entities it controlled at the end of or during the year ended 30 June 2017. DIRECTORS The following persons were directors of Azure Minerals Limited during the whole of the financial year and up to the date of this report. Peter Ingram Anthony Rovira Wolf Martinick PRINCIPAL ACTIVITIES During the year the principal continuing activity of the Group was exploration for precious and base minerals in Mexico. DIVIDENDS No dividends were paid or declared since the start of the financial year. No recommendation for payment of dividends has been made. REVIEW OF OPERATIONS Group Overview Azure Minerals Limited was incorporated on 19 September 2003. Its principal focus is on exploration for gold, copper, silver and zinc in Mexico. The company has several 100% owned projects, one of which has been joint ventured. The Group has four main projects: Alacrán (silver, gold, copper) where Teck Resources is earning a 51% interest, Oposura (zinc, lead, silver) where Azure is undertaking a resource drill- out and mine development studies, Sara Alicia where the Company is exploring for gold and cobalt, and Promontorio (copper, gold, silver) where Azure is seeking a joint venture partner. The Group will continue to seek opportunities in Mexico, either 100% owned or in joint venture. Operating Results for the Year The operating loss after income tax of the Group for the year ended 30 June 2017 was $6,985,541 (2016: $6,253,385). Included in this loss figure is $5,758,221 (2016: $6,156,681) of exploration expenditure written off. Refer to notes 1(c) and 6 to the financial statements. Shareholder Returns Basic loss per share (cents) Diluted loss per share (cents) 2017 (0.42) (0.42) 2016 (0.53) (0.53) Investments for Future Performance The future performance of the group is dependent upon exploration success, the progress of development of those projects where precious and base metals are already present, and continued funding. To this end the group has budgeted to continue exploration at its Mexico projects. Review of Financial Condition At the date of this report the consolidated entity has a sound capital structure and is in a strong position to progress its mineral properties. Risk Management The board is responsible for ensuring that risks, and also opportunities, are identified on a timely basis and that activities are aligned with the risks and opportunities identified by the board. The board has established an Audit and Risk Committee and has adopted a Risk Management Policy. 9 azure minerals limited annual report 2017 Directors’ Report The board has a number of mechanisms in place to ensure that management’s objectives and activities are aligned with the risks identified by the board. These include the following: • Board approval of a strategic plan, which covers strategy statements designed to meet stakeholders’ needs and manage business risk. Implementation of board approved operating plans and budgets and board monitoring of progress against these budgets. • The company undertakes risk review meetings as required with the involvement of senior management. Identified risks are weighed with action taken to mitigate key risks. SIGNIFICANT CHANGES IN STATE OF AFFAIRS During the year the company issued 207,993,550 ordinary fully paid shares raising $7,433,565 after all expenses of the issues. There were no other significant changes in the state of affairs of the Group during the financial year. SIGNIFICANT EVENTS AFTER THE REPORTING DATE Since the end of the reporting date the Company has completed the acquisition of two mineral projects, both located in the Mexican state of Sonora. The Oposura zinc-lead-silver project was acquired from private interests for US$1,500,000 and the Sara Alicia gold-cobalt project was also acquired from private interests for US$120,000. No other matter or circumstance has arisen since the end of the financial year which significantly affected or may significantly affect the operations of the group, the results of those operations, or the state of affairs of the group in future financial years. LIKELY DEVELOPMENTS AND EXPECTED RESULTS The group expects to maintain the present status and level of operations. ENVIRONMENTAL REGULATION AND PERFORMANCE The company is subject to significant environmental regulation in respect to its exploration activities. The company aims to ensure the appropriate standard of environmental care is achieved, and in doing so, that it is aware of and is in compliance with all environmental legislation. The directors of the company are not aware of any breach of environmental legislation for the year under review. The directors have considered compliance with the National Greenhouse and Energy Reporting Act 2007 which requires entities to report annual greenhouse gas emissions and energy use. The directors have assessed that the Company has no current reporting requirements, but may be required to report in the future. INFORMATION ON DIRECTORS Names, qualifications, experience and special responsibilities Mr. Peter Anthony Ingram BSc. (appointed 12 October 2011 and on 1 December 2011 appointed Chairman) Mr Ingram is a geologist with over fifty years experience in the mining and mineral exploration industries within Australia, including over thirty years experience in public company management. He was the founding Chairman and Managing Director of Universal Resources Limited (now Altona Mining Limited). Mr Ingram was a founding councilor and past President of the Association of Mining and Exploration Companies (AMEC) and has been made an Honorary Life Member in recognition of his services to AMEC. He was also a founding director of the Australian Gold Mining Industry Council. He has served on the board of management of the WA School of Mines at Curtin University and was instrumental in the establishment of the Chair of Mineral Economics and Mine Management within that institution. Mr Ingram’s previous directorships include: Managing Director of Metana Minerals NL and Eastmet Limited; Executive Chairman of Australia Oriental Minerals NL and Glengarry Resources Limited; and Non-executive Director of Dragon Mining Limited, Metana Petroleum Limited and Carnarvon Petroleum Limited. 10 azure minerals limited annual report 2017 Directors’ Report Other Current Directorships Nil Former Directorships in the last 3 years Altona Mining Limited Special Responsibilities Chairman of the Board and Chairman of the Remuneration & Nomination Committee and member of the Audit & Risk Management Committee Interests in Shares and Options 6,601,101 ordinary shares in Azure Minerals Limited 10,000,000 options over ordinary shares in Azure Minerals Limited Mr. Anthony Paul Rovira, BSc (Hons) Flinders University, MAusIMM (Managing Director) Tony Rovira has over 30 years technical and management experience in the mining industry, as an exploration and mining geologist, and as a company executive at Board level. Since graduating from Flinders University in South Australia in 1983, Tony has worked for companies both large and small, including BHP, Barrack Mines, Pegasus Gold and Jubilee Mines. From 1997-2003 Tony was the General Manager of Exploration with Jubilee Mines, during which time he led the team that discovered and developed the world class Cosmos and Cosmos Deeps nickel sulphide deposits in Western Australia. In the year 2000, the Association of Mining and Exploration Companies awarded Tony the “Prospector of the Year Award” for these discoveries. Tony joined Azure Minerals as the inaugural Managing Director in December 2003 and held the position of Executive Chairman from June 2007 until December 2012. Tony is responsible for the decision to focus Azure Minerals’ activities on the world class mineral provinces in Mexico, where the company has been operating since 2005. Other Current Directorships Oro Verde Limited. Names, qualifications, experience and special responsibilities Former Directorships in the last 3 years None. Special Responsibilities Managing Director Interests in Shares and Options 10,519,992 ordinary shares in Azure Minerals Limited, of which 2,193,335 are held indirectly. 20,000,000 options over ordinary shares in Azure Minerals Limited 11 azure minerals limited annual report 2017 Directors’ Report INFORMATION ON DIRECTORS (cont’d) Dr Wolf Martinick, PhD, BSc (agric) (Appointed 1 September 2007) Dr Martinick is an environmental scientist with over 40 years experience in mineral exploration and mining projects around the world, attending to environmental, water, land access and indigenous people issues. He has conducted due diligence on mining projects around the world on behalf of international financial institutions and resource companies for a variety of transactions including listings on international stock exchanges, mergers and debt financing. He is a Fellow of the Australian Institute of Mining and Metallurgy. He was a founding director and chairman of Weatherly International plc, an AIM listed company with copper mines in Namibia, and a founding director of Basin Minerals Limited, an ASX listed mineral exploration company that discovered a world-class mineral project in Victoria, Australia, that was acquired by Iluka Resources Limited in 2003. Other Current Directorships Oro Verde Limited– Chairman since January 2003 Former Directorships in the last 3 years Weatherly International Plc – Director since July 2005 Sun Resources NL – Non-Executive Director since February 1996 Special Responsibilities Chairman of the Audit and Risk Management Committee and member of the Remuneration & Nomination Committee Interests in Shares and Options 5,299,990 ordinary shares in Azure Minerals Limited 10,000,000 options over ordinary shares in Azure Minerals Limited Company Secretary Brett Dickson, BBus, FCPA (Appointed 21 November 2006) Mr Dickson is a Certified Practising Accountant with a Bachelors degree in Economics and Finance from Curtin University and has over 25 years experience in the financial management of companies, principally companies in early stage development of its resource or product, and offers broad financial management skills. He has been Chief Financial Officer for a number of successful resource companies listed on the ASX. In addition he has had close involvement with the financing and development of a number of greenfield resources projects 12 azure minerals limited annual report 2017 Directors’ Report DIRECTORS’ MEETINGS The number of directors’ meetings held (including meetings of committees of directors) and number of meetings attended by each of the directors of the company during the financial year are: Directors’ Meetings Meetings of Committees Audit & Risk Management Remuneration & Nomination A 10 9 10 B 10 10 10 A - - - B - - - A 1 - 1 B 1 - 1 Peter Anthony John Ingram Anthony Paul Rovira* Wolf Gerhard Martinick Notes A - Number of meetings attended. B - Number of meetings held during the time the director held office or was a member of the committee during the year. * - Not a member of the relevant committee. 13 azure minerals limited annual report 2017 Directors’ Report REMUNERATION REPORT (AUDITED) The remuneration report is set out under the following main headings: A B C D E Principles used to determine the nature and amount of remuneration Details of remuneration Service agreements Share-based compensation Additional Information Key management personnel (KMP) covered in this report Name Position Peter Anthony John Ingram Non-Executive Chair Wolf Gerhard Martinick Anthony Paul Rovira Brett Douglas Dickson Non-Executive Director Executive Managing Director Company Secretary & CFO Term as KMP Full financial year Full financial year Full financial year Full financial year The information provided in this remuneration report has been audited as required by section 308 (3C) of the Corporation Act 2001. A Principles used to determine the nature and amount of remuneration The remuneration policy of Azure Minerals Limited has been designed to align director and executive objectives with shareholder and business objectives by providing a fixed remuneration component and where appropriate offering specific short and long term incentives based on key performance areas affecting the Groups results. Short-term incentives implemented by the Company are detailed later in the report in section E. At present the Company has not implemented any specific long-term incentives and as such the remuneration policy is not impacted by the Groups performance, including earnings in shareholder wealth (dividends, changes in share price or return on capital to shareholders). The board of Azure Minerals Limited believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best executives and directors to run and manage the Group. The remuneration policy, setting the terms and conditions for the executive directors and other senior executives, was developed by the board. All executives receive a base salary (which is based on factors such as length of service and experience) and superannuation. The board reviews executive packages annually by reference to the Groups performance, executive performance and comparable information from industry sectors and other listed companies in similar industries. The board may exercise discretion in relation to approving incentives, bonuses and options. The policy is designed to attract the highest calibre of executives and reward them for performance that results in long term growth in shareholder wealth. Executives are also entitled to participate in the employee share and option arrangements. The executive directors and executives receive a superannuation guarantee contribution required by the government, which is currently 9.5% of cash salary, and do not receive any other retirement benefits. Some individuals, however, may choose to sacrifice part of their salary to increase payments towards superannuation. All remuneration paid to directors and executives is valued at the cost to the company and expensed. Shares given to directors and executives are valued as the difference between the market price of those shares and the amount paid by the director or executive; to date no shares have been awarded to directors or executives. Options are valued using either the Black Scholes or Binomial methodologies. 14 azure minerals limited annual report 2017 Directors’ Report The board policy is to remunerate non executive directors at market rates for comparable companies for time, commitment and responsibilities. The board determines payments to the non executive directors and reviews their remuneration annually based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to non executive directors is subject to approval by shareholders at the Annual General Meeting (currently $200,000). In line with standard industry practice fees for non executive directors are not linked to the performance of the economic entity. However, to align directors’ interests with shareholder interests, the directors are encouraged to hold shares in the company and are able to participate in employee option plans. A Remuneration Committee has been established and is a committee of the board. It is primarily responsible for making recommendations to the board on: • • • Non-executive directors fees Remuneration levels of executive directors and other key management personnel Key performance indicators and performance hurdles of the executive team Their objective is to ensure that remuneration policies and structures are fair and competitive and aligned with the long-term interests of the Group. The Corporate Governance Statement provides further information on the role of this committee. In the event of serious misconduct or a material misstatement in the Group’s financial statements, the Board can reduce, cancel or defer performance-based remuneration and may also clawback performance- based remuneration paid in previous financial years. Remuneration consultants were not engaged during the year. There is no Retirement Benefit Policy for directors, other than the payment of statutory superannuation. B Details of remuneration Amount of remuneration Details of the remuneration of the directors and key management personnel (as defined in AASB 124 Related Party Disclosures) of Azure Minerals Limited are set out below in the following tables. The key management personnel of Azure Minerals Limited includes the directors as disclosed earlier in this report and the following who have authority and responsibility for planning, directing and controlling the exploration activities of the entity and the Company Secretary, Mr B Dickson is an executive whose remuneration must be disclosed under the Corporations Act 2001. 15 azure minerals limited annual report 2017 Total Percentage Performance Directors’ Report REMUNERATION REPORT (AUDITED) (Cont’d) Key management personnel of the Group Short-Term Cash, salary & fees Cash Bonus Non monetary benefits Post Employment Share- based Payments Super- annuation Options Name Directors Peter Anthony Ingram – Chairman 2017 2016 50,000 50,000 - - Anthony Paul Rovira – Managing Director 2017 2016 300,000 300,000 81,000 75,000 Wolf Gerhard Martinick –Non Executive 2017 2016 Executives 33,750 33,750 - - Brett Douglas Dickson – Company Secretary 2017 2016 Total 2017 2016 153,840 153,540 41,310 38,280 537,590 537,590 122,310 113,280 - - - - - - - - - - 4,749 4,750 68,925 123,674 106,090 160,840 28,500 28,500 137,850 547,350 212,180 615,680 15,526 15,526 68,925 118,201 106,090 155,366 - - 96,495 149,031 291,645 341,151 48,775 48,776 372,195 1,080,870 573,391 1,273,037 Based % 55.7 66.0 25.2 34.5 58.3 68.3 33.1 43.7 34.4 45.0 Compensation options There were no alterations to the terms and conditions of options granted as remuneration since their grant date. There were neither forfeitures nor shares issued on exercise of Compensation Options during 2017 or 2016. During the year 27,000,000 options were granted as remuneration and no options were exercised during the year. During the year Nil (2016: Nil) options lapsed. The Company’s remuneration policy prohibits directors and executives from entering into transactions or arrangements which limit the economic risk of participating in unvested entitlements. Retirement benefits provided for the non-executive directors in the financial statements do not form part of the above remuneration until such time as the amount is paid to the retiring director. Apart from the issue of options the company currently has no performance based remuneration component built into non-executive director remuneration (2016: Nil). Performance based remuneration for executives is detailed later in section E of this report. 16 azure minerals limited annual report 2017 Directors’ Report C Service Agreements Remuneration and other terms of employment for the following key management personnel are formalised in service agreements, the terms of which are set out below: Anthony Rovira, Managing Director: • • Term of agreement – to 1 January 2020. Base salary, exclusive of superannuation, of $300,000 to be reviewed annually by the remuneration committee. Payment of termination benefit on early termination by the employer, other than for gross misconduct, includes an amount equal to the amounts due for the balance of the term of the contract from the date of termination or the equivalent of 6 months remuneration, whichever is the greater. • Brett Dickson, Company Secretary/Chief Financial Officer: • • • Term of agreement – to 1 January 2020. Fixed fee, $12,760 per month. Payment of termination benefit on early termination by the employer, other than for gross misconduct, includes an amount equal to the amounts due for the balance of the term of the contract from the date of termination or the equivalent of 6 months remuneration, whichever is the greater. Retirement Benefits Other retirement benefits may be provided directly by the company if approved by shareholders. D Share based compensation Options over shares in Azure Minerals Limited may be issued to directors and executives. The options are not issued based on performance criteria, but are issued to directors and executives of Azure Minerals Limited, where appropriate, to increase goal congruence between executives, directors and shareholders. There are no standard vesting conditions to options awarded with vesting conditions, if any, at the discretion of Directors at the time of grant. Options are granted for nil consideration. During the year 27,000,000 options were issued to Directors and Executives. (2016: 27,000,000). No options held by directors or executives were exercised during the financial year and no options have been exercised since the end of the financial year. During the year 21,000,000 (2016: Nil) options lapsed. The value of the options at lapse date was nil as the exercise price of the option was significantly in excess of the market price of the underlying share. The value is determined at the time of lapsing, but assuming any vesting condition was satisfied. The Company’s remuneration policy prohibits executives from entering into transactions or arrangements which limit the “at risk” aspect of participating in unvested entitlements. E Additional Information Performance based remuneration Variable Remuneration – Short Term Incentive (“STI”) Objective The objective of the STI program is to link the achievement of the Company’s operational targets with the remuneration received by the executives charged with meeting those targets. The total potential STI available is set at a level so as to provide sufficient incentive to the executive to achieve those operational targets and such that the cost to the Company is reasonable in the circumstances. Structure Actual STI payments granted to executives depend on the extent to which specific targets set at the beginning of the review period, being a fiscal year, are met. The targets consist of a number of Key Performance Indicators (KPI’s) covering both financial and non-financial, corporate and individual measures of performance. Typically included are measures such as contribution to exploration success, share price appreciation, risk management and cash flow sustainability. These measures were chosen as they represent the key drivers for the short term success of the business and provide a framework for delivering long term value. 17 azure minerals limited annual report 2017 Directors’ Report REMUNERATION REPORT (AUDITED) (Cont’d) The Board has predetermined benchmarks that must be met in order to trigger payments under the STI scheme. On an annual basis, after consideration of performance against KPI’s, the Remuneration Committee, determines the amount, if any, of the STI to be paid to each executive. This process usually occurs in the last quarter of the fiscal year. Payments made are delivered as a cash bonus in the fourth quarter of the fiscal year. STI bonus for 2016 and 2017 financial years Key performance indicators on which performances is measured and bonus’s if any are awarded are divided into two categories; 1. 2. General management (including safety, environment, professional development, board reporting and financial management), with a maximum total weighting of 30%; and Operations (including increasing resources, adding value to the Company’s other projects and the acquisition of new projects) with a total maximum weighting of 70%. The minimum amount payable for 2017 assuming executives fail to meet their KPI’s was nil and the maximum amount payable if all KPI’s were met is $204,228. For the year ending 30 June 2017 executives were awarded 60% of their possible bonus. For 2016 executives were awarded 100% of their possible bonus. This bonus was paid in the 2017 financial year. There have been no alterations to the STI bonus plans since their grant date. Variable Remuneration – Long Term Incentive (“LTI”) Objective The objective of the LTI plan is to reward senior managers in a manner which aligns this element of remuneration with the creation of shareholder wealth. As such LTI grants are only made to executives who are able to influence the generation of shareholder wealth. Structure LTI grants to executives are delivered in the form of options. The options, when issued to executives, will not be exercisable for a price less than the then current market price of the Company’s shares. The grant of LTI’s is reviewed annually, though LTI’s may not be granted each year. Exercise price and performance hurdles, if any, are determined at the time of grant of the LTI. To date no performance hurdles have been set on options issued to executives other than time based service conditions. The Company believes that as options are issued at not less than the current market price of the Company’s shares there is an inherent performance hurdle on those options as the share price of the Company’s shares must increase significantly before there is any reward to the executive. Shares issued on exercise of compensation options There were no shares issued on exercise of compensation options during the year. 18 azure minerals limited annual report 2017 Directors’ Report Option holdings of key management personnel 2017 Directors Wolf Gerhard Martinick Peter Anthony Ingram Anthony Paul Rovira Executives 8,000,000 5,000,000 8,000,000 5,000,000 19,000,000 10,000,000 Brett Dickson 13,000,000 7,000,000 Total 48,000,000 27,000,000 Shareholdings of key management personnel Balance at beginning of year Granted as Remuneration Options Exercised Options Lapsed Balance at end of year Vested at 30 June Vested & Exercisable Unvested - - - - - (3,000,000) 10,000,000 10,000,000 (3,000,000) 10,000,000 10,000,000 (9,000,000) 20,000,000 20,000,000 (6,000,000) 14,000,000 14,000,000 (21,000,000) 54,000,000 54,000,000 - - - - - Balance 1 July Granted On Exercise of Options Net Change Other Balance 30 June Balance Indirectly Held Ord Ord Ord Ord Ord Ord 5,299,990 7,519,992 6,601,101 - 19,421,083 - - - - - - - - - - - 5,299,990 4,299,990 3,000,000 10,519,992 2,193,335 - - 6,601,101 6,601,101 - - 3,000,000 22,421,083 13,094,426 2017 Directors Wolf Gerhard Martinick Anthony Paul Rovira Peter Anthony Ingram Executives Brett Douglas Dickson Total Other Related Party Transactions The Company has entered into a sub-lease agreement on normal commercial terms with Oro Verde Limited, a company of which Wolf Martinick, Brett Dickson and Anthony Rovira are directors. During the year Oro Verde Limited paid sub-lease fees totalling $4,800 (2016: $4,800). The Company has also entered into a sub-lease agreement on normal commercial terms with Rox Resources Limited, a company of which Brett Dickson is a Director. During the year Rox Resources Limited paid sub-lease fees totalling $ 90,309 (2016: $86,346). 19 azure minerals limited annual report 2017 Directors’ Report REMUNERATION REPORT (AUDITED) (Cont’d) Directors and executive options Set out below are summaries of current Directors & Executives options granted. Grant Date Expiry Date Exercise Price (cents) 2017 25 Sept ‘13 30 June ‘17 19 Nov ‘15 30 Nov ‘18 28 Apr ‘16 30 Nov ‘18 7 Dec ‘16 30 Nov ‘19 Weighted average exercise price 2016 25 Sept ‘13 30 June ‘17 19 Nov ‘15 30 Nov ‘18 28 Apr ‘16 30 Nov ‘18 Weighted average exercise price 5.8 6.0 6.0 4.7 5.8 6.0 6.0 Value per option at grant date (cents) Balance at the start of the year Number Granted during the year Number Exercised during the year Number Lapsed during the year Number Balance at end of the year Number Vested and exercisable at end of the year Number 3.2 2.1 2.2 1.4 3.2 2.1 2.2 21,000,000 26,200,000 800,000 - - - - 27,000,000 48,000,000 27,000,000 $0.059 $0.047 21,000,000 - - 26,200,000 - 800,000 21,000,000 27,000,000 $0.058 $0.060 - - - - - - - - - (21,000,000) - - - 26,200,000 26,200,000 - 800,000 800,000 - 27,000,000 27,000,000 (21,000,000) 54,000,000 54,000,000 $0.058 $0.054 $0.054 - 21,000,000 21,000,000 - 26,200,000 26,200,000 - 800,000 800,000 - 48,000,000 48,000,000 $0.059 $0.059 The weighted average remaining contractual life of share options outstanding at the end of the period was 1.8 years (2016: 1.8 years) Total expenses arising from share-based payment transactions recognised during the year were as follows: Consolidated 2017 $ 2016 $ Options issued to directors and other executives 565,185 788,726 Company’s Performance Company’s share price performance The Company’s share price performance shown in the below graph is a reflection of the Company’s performance during the year and of general market conditions. The variable components of the executives’ remuneration including short-term and long-term incentives are indirectly linked to the Company’s share price performance. The graph below shows the Company’s share price performance during the financial year ended 30 June 2017. 20 azure minerals limited annual report 2017 Directors’ Report Loss per share Below is information on the Company’s loss per share for the previous four financial years and for the current year ended 30 June 2017. Basic loss per share (cents) 2017 (0.42 ) 2016 (0.53) 2015 (0.13) 2014 (0.50) 2013 (0.70) Voting and comments made at the company’s 2016 Annual General Meeting Azure Minerals received approximately 90% of “yes” votes on its remuneration report for the 2016 financial year. Remuneration consultants were not engaged during the year and the company did not receive any specific feedback at the AGM or throughout the year on its remuneration practices. End of Audited Remuneration Report 21 azure minerals limited annual report 2017 Directors’ Report LOANS TO DIRECTORS AND EXECUTIVES No loans have been provided to directors or executives. SHARES UNDER OPTION At the date of this report there are 272,508,539 unissued ordinary shares in respect of which options are outstanding. Balance at the beginning of the year Share option movements during the year Issued Lapsed Total Number of options 50,924,075 Exercisable at 4.7 cents, on or before 30 November 2019 Exercisable at 5.5 cents, on or before 11 July 2019 Exercisable at 5.8 cents, on or before 30 June 2017 Exercisable at 4.5 cents, on or before 30 November 2016 Total options issued, exercised and lapsed in the year to 30 June 2017 Total number of options outstanding as at 30 June 2017 and at the date of this report The balance is comprised of the following 41,000,000 - 41,000,000 195,508,539 195,508,539 (25,000,000) (25,000,000) (25,924,075) (25,924,075) 184,584,464 272,508,539 Expiry date Exercise price (cents) Number of options Date granted 19 Nov 2015 28 Apr 2016 7 Dec 2016 7 Jul 2016 30 Nov 2018 30 Nov 2018 30 Nov 2019 11 Jul 2019 6.0 6.0 4.7 5.5 31,200,000 5,800,000 41,000,000 194,508,539 272,508,539 Total number of options outstanding at the date of this report No person entitled to exercise any option referred to above has or had, by virtue of the option, a right to participate in any share issue of any other body corporate. During the financial year no options were exercised by parties unrelated to the Company. Since the end of the financial year no options have been exercised. INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS During the financial year, Azure Minerals Limited paid a premium of $16,095 (2016: $16,095) to insure the directors and secretary of the company and its Australian based controlled entities. The liabilities insured include legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of entities in the Group, and any other payments arising from liabilities incurred by the officers in connection with such proceedings. This does not include such liabilities that arise from conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the company. It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other liabilities. 22 azure minerals limited annual report 2017 Directors’ Report Proceedings on behalf of the company No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the company, or to intervene in any proceedings to which the company is a party, for the purpose of taking responsibility on behalf of the company for all or part of those proceedings. No Proceedings have been brought or intervened in on behalf of the company with leave of the Court under section 237 of the Corporations Act 2001. NON AUDIT SERVICES The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the company and/or the Group are important. Details of the amount paid or payable to the auditor (BDO Audit (WA) Pty Ltd) for audit and non-audit services provided during the year are set out below. The Board of directors has considered the position and, in accordance with advice received from the audit committee, is satisfied that the provisions of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons: • All non-audit services have been reviewed by the audit committee to ensure they do not impact the impartiality and objectivity of the auditor None of the services underline the general principals relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants. • During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its related practices and non-audit firms: Consolidated 2017 $ 2016 $ 1. Audit Services BDO Audit (WA) Pty Ltd Audit and review of financial reports 40,575 46,771 Salles Sáinz-Grant Thornton, S.C. - Audit and review of financial reports of Mexican subsidiaries 37,886 37,622 2. Non audit Services Audit-related services BDO Audit (WA) Pty Ltd Attendance at Annual General Meeting 350 554 Taxation Services BDO Corporate Tax (WA) Pty Ltd Tax compliance services 11,105 13,770 Total remuneration for non-audit services 11,455 14,324 23 azure minerals limited annual report 2017 Directors’ Report AUDITOR’S INDEPENDENCE A copy of the auditor’s independence declaration as required under section 307c of the Corporations Act 2001 is set out on page 66. AUDITOR BDO Audit (WA) Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001. This report is made in accordance with a resolution of the directors. Peter Ingram Chairman Perth, 14 September 2017 24 azure minerals limited annual report 2017 Corporate Governance Statement Approach to Corporate Governance Azure Minerals Limited ABN 46 106 346 918 (Company) has established a corporate governance framework, the key features of which are set out in this statement. In establishing its corporate governance framework, the Company has referred to the recommendations set out in the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations 3rd edition. The Company has followed each recommendation where the Board has considered the recommendation to be an appropriate benchmark for its corporate governance practices. Where the Company’s corporate governance practices follow a recommendation, the Board has made appropriate statements reporting on the adoption of the recommendation. In compliance with the “if not, why not” reporting regime where, after due consideration, the Company’s corporate governance practices do not follow a recommendation, the Board has explained it reasons for not following the recommendation and disclosed what, if any, alternative practices the Company has adopted instead of those in the recommendation. The following governance-related documents can be found on the Company’s website at http://www. azureminerals.com.au/ corporate/corporate-governance/: Charters Board Audit and Risk Committee Nomination Committee Remuneration Committee Policies and Procedures Policy and Procedure for the Selection and (Re)Appointment of Directors Process for Performance Evaluations Policy on Assessing the Independence of Directors Securities Trading Policy Code of Conduct (summary) Compliance Procedures (summary) Procedure for the Selection, Appointment and Rotation of External Auditor Shareholder Communication and Investor Relations Policy Risk Management Policy (summary) Diversity Policy (summary) Policy on Continuous Disclosure (summary) The Company reports below on whether it has followed each of the recommendations during the 2016/2017 financial year (Reporting Period). The information in this statement is current at 14 September 2017. This statement was approved by a resolution of the Board on 14 September 2017. Principle 1 – Lay solid foundations for management and oversight Recommendation 1.1 The Company has established the respective roles and responsibilities of its Board and management, and those matters expressly reserved to the Board and those delegated to management and has documented this in its Board Charter, which is disclosed on the Company’s website. Recommendation 1.2 The Company undertakes appropriate checks before appointing a person, or putting forward to shareholders a candidate for election as a director and provides shareholders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director. The checks which are undertaken, and the information to be provided to shareholders are set out in the Company’s Policy and Procedure for the Selection and (Re)Appointment of Directors, which is disclosed on the Company’s website. The Board did not appoint any directors during the Reporting Period. The Company provided shareholders with all material information in relation to the re-election of Dr Wolf Martinick as a director at its 2016 Annual General Meeting. 25 azure minerals limited annual report 2017 Corporate Governance Statement Recommendation 1.3 The Company has a written agreement with each director and senior executive setting out the terms of their appointment. The material terms of any employment, service or consultancy agreement the Company, or any of its child entities, has entered into with its Managing Director, any of its directors, and any other person or entity who is related party of the Managing Director or any of its directors has been disclosed in accordance with ASX Listing Rule 3.16.4 (taking into consideration the exclusions from disclosure outlined in that rule). Recommendation 1.4 The Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board as outlined in the Company’s Board Charter. The Company Secretary’s role is also outlined in the consultancy agreement between the Company Secretary and the Company. Recommendation 1.5 The Company has a Diversity Policy. However, the Diversity Policy does not include requirements for the Board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the Company’s progress in achieving them. Nor has the Board set measurable objectives for achieving gender diversity. Given the Company’s stage of development as an exploration company, the number of employees in Australia and the nature of the labour market in Mexico, the Board considers that it is not practical to set measurable objectives for achieving gender diversity. The respective proportions of men and women on the Board, in senior executive positions and across the whole organisation are set out in the following table. “Senior executive” for these purposes means a person who makes, or participates in the making of, decisions that affect the whole or a substantial part of the business or has the capacity to affect significantly the company’s financial standing. For the Reporting Period, this included the Managing Director and the Company Secretary & Chief Financial Officer: Whole organisation (including Board members) Senior executive positions Board Proportion of women 4 out of 17 (24%) 0 out of 2 (0%) 0 out of 3 (0%) Recommendation 1.6 The Chair is responsible for evaluation of the Board and, when deemed appropriate, Board committees and individual directors. The evaluations are undertaken in accordance with the Company’s Process for Performance Evaluations, which is disclosed on the Company’s website. During the Reporting Period an evaluation of the Board, its committees, and individual directors took place in accordance with the process disclosed in the Company’s Process for Performance Evaluations. Recommendation 1.7 The Managing Director is responsible for evaluating the performance of senior executives in accordance with the process disclosed in the Company’s Process for Performance Evaluations. During the Reporting Period an evaluation of the Company Secretary & Chief Financial Officer (the Company’s sole senior executive, other than the Managing Director) took place in accordance with the process disclosed in the Company’s Process for Performance Evaluations. The Nomination and Remuneration Committee is responsible for evaluating the Managing Director. During the Reporting Period, an evaluation of the Managing Director took place in accordance with the process disclosed in the Company’s Process for Performance Evaluations. 26 azure minerals limited annual report 2017 Corporate Governance Statement Principle 2 – Structure the board to add value Recommendation 2.1 The Board has established a Nomination and Remuneration Committee comprising the Company’s two independent non-executive directors, Peter Ingram (Chairman) and Wolf Martinick. The Nomination and Remuneration Committee is not structured in accordance with Recommendations 2.1 and 8.1 as it has only two members. However, the Board considers that the committee’s composition is appropriate as it comprises the Board’s two independent non-executive directors, and does not include an executive director. Details of director attendance at Nomination and Remuneration Committee meetings held during the Reporting Period are set out in a table in the Directors’ Report on page 13. The Board has adopted a Nomination Committee Charter which describes the role, composition, functions and responsibilities of the Nomination Committee and is disclosed on the Company’s website. As noted above, the Board has combined the Nomination and Remuneration committees. Recommendation 2.2 Significant geological experience, environmental management experience and professional skills including leadership, governance and strategy are the skills and diversity which the Board is looking to achieve in its membership, and these are collectively held by current members of the Board. While the Company is at exploration stage, it does not wish to increase the size of the Board, and considers that the Board weighted towards technical experience is appropriate at this stage of the Company’s development. The Board may bring in external consultants with specialist knowledge as and when required to address any areas where the Board does not collectively possess the relevant attribute. Recommendation 2.3 The Board considers the independence of directors having regard to the relationships listed in Box 2.3 of the Principles & Recommendations. The independent directors of the Company are Peter Ingram and Wolf Martinick. The length of service of each director is set out in the Directors’ Report on page 10. Recommendation 2.4 The Board has a majority of directors who are independent. Recommendation 2.5 The independent Chair of the Board is Peter Ingram, who is not also Managing Director of the Company. Recommendation 2.6 No new directors or senior executives were appointed during the Reporting Period. However, the Company has an induction program, coordinated by the Company Secretary. The goal of the program is to assist new directors to participate fully and actively in Board decision-making at the earliest opportunity, and to assist senior executives to participate fully and actively in management decision-making at the earliest opportunity. The Nomination and Remuneration Committee regularly reviews whether the directors as a group have the skills, knowledge and familiarity with the Company and its operating environment required to fulfil their role on the Board and the Board committees effectively using a Board skills matrix. Where any gaps are identified, the Nomination and Remuneration Committee considers what training or development should be undertaken to fill those gaps. In particular, the Nomination and Remuneration Committee ensures that any director who does not have specialist accounting skills or knowledge has a sufficient understanding of accounting matters to fulfil his or her responsibilities in relation to the Company’s financial statements. Directors also receive ongoing education on developments in accounting standards. 27 azure minerals limited annual report 2017 Corporate Governance Statement Principle 3 – Act ethically and responsibly Recommendation 3.1 The Company has established a Code of Conduct for its directors, senior executives and employees, a summary of which is disclosed on the Company’s website. Principle 4 – Safeguard integrity in corporate reporting Recommendation 4.1 The Board has established an Audit and Risk Committee comprised of the Company’s two independent non-executive directors, Wolf Martinick (Chairman) and Peter Ingram. The Audit and Risk Committee is not structured in compliance with Recommendations 4.1 and 7.1 as it has only two members. However, the Board considers that the committee’s composition is appropriate as it comprises the Board’s two independent non-executive directors, and it is chaired by an independent chair that is not also chair of the Board. Details of each of the director’s qualifications are set out in the Directors’ Report on page 10. Each of the members of the Audit and Risk Committee consider themselves to be financially literate and have an understanding of the industry in which the Company’s operates. The Company’s Chief Financial Officer, Mr Brett Dickson, is a Certified Practising Accountant with a Bachelor degree in Economics and is invited to attend Audit and Risk Committee meetings by invitation. The Company has also established a Procedure for the Selection, Appointment and Rotation of its External Auditor, which is disclosed on the Company’s website. The Board is responsible for the initial appointment of the external auditor and the appointment of a new external auditor when any vacancy arises. Candidates for the position of external auditor must demonstrate complete independence from the Company through the engagement period. The Board may otherwise select an external auditor based on criteria relevant to the Company’s business and circumstances. The performance of the external auditor is reviewed on an annual basis by the Board. Details of director attendance at Audit and Risk Committee meetings held during the Reporting Period are set out in a table in the Directors’ Report on page 13. The Board has adopted an Audit and Risk Committee Charter which describes the Audit and Risk Committee’s role, composition, functions and responsibilities, and is disclosed on the Company’s website. Recommendation 4.2 Before the Board approved the Company financial statements for the half year ended 31 December 2016 and the full-year ended 30 June 2017, it received from the Managing Director and the Chief Financial Officer a declaration that, in their opinion, the financial records of the Company for the relevant financial period have been properly maintained and that the financial statements for the relevant financial period comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the Company and the consolidated entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively (Declaration). The Board did not receive a Declaration for each of the quarters ending 30 September 2016, 31 December 2016, 31 March 2017 and 30 June 2017 because in the Board’s view its quarterly reports are not financial statements to which the Declaration can be appropriately given. 28 azure minerals limited annual report 2017 Corporate Governance Statement Recommendation 4.3 Under section 250RA of the Corporations Act, the Company’s auditor is required to attend the Company’s annual general meeting at which the audit report is considered and must arrange to be represented at that meeting by a person who is a suitably qualified member of the audit team that conducted the audit and is in a position to answer questions about the audit. Each year, the Company writes to the Company’s auditor to inform them of the date of the Company’s annual general meeting. In accordance with section 250S of the Corporations Act, at the Company’s annual general meeting where the Company’s auditor or their representative is at the meeting, the Chair allows a reasonable opportunity for the members as a whole at the meeting to ask the auditor (or its representative) questions relevant to the conduct of the audit; the preparation and content of the auditor’s report; the accounting policies adopted by the Company in relation to the preparation of the financial statements; and the independence of the auditor in relation to the conduct of the audit. The Chairman also allows a reasonable opportunity for the auditor (or their representative) to answer written questions submitted to the auditor under section 250PA of the Corporations Act. A representative of the Company’s auditor, BDO attended the Company’s annual general meeting held on 22 November 2016. Principle 5 – Make timely and balanced disclosure Recommendation 5.1 The Company has established written policies and procedures for complying with its continuous disclosure obligations under the ASX Listing Rules. A summary of the Company’s Policy on Continuous Disclosure and Compliance Procedures are disclosed on the Company’s website. Principle 6 – Respect the rights of security holders Recommendation 6.1 The Company provides information about itself and its governance to investors via its website at www. azureminerals.com.au. Recommendation 6.2 The Company has designed and implemented an investor relations program to facilitate effective two-way communication with investors. The program is set out in the Company’s Shareholder Communication and Investor Relations Policy. Recommendation 6.3 The Company has in place a Shareholder Communication and Investor Relations Policy which outlines the policies and processes that it has in place to facilitate and encourage participation at meetings of shareholders. Recommendation 6.4 Shareholders are given the option to receive communications from, and send communications to, the Company and its share registry electronically. The Company engages its share registry to manage the majority of communications with shareholders. Shareholders are encouraged to receive correspondence from the Company electronically, thereby facilitating a more effective, efficient and environmentally friendly communication mechanism with shareholders. Shareholders not already receiving information electronically can elect to do so through the share registry, Computershare Investor Services Pty Ltd at www.computershare.com.au Principle 7 – Recognise and manage risk Recommendation 7.1 As noted above, the Board has established a combined Audit and Risk Committee. Please refer to the disclosure above under Recommendation 4.1 in relation to the Audit and Risk Committee. Recommendation 7.2 The Board reviews the Company’s risk management framework annually to satisfy itself that it continues to be sound, to determine whether there have been any changes in the material business risks the Company faces and to ensure that the Company is operating within the risk appetite set by the Board. The Board carried out these reviews during the Reporting Period. 29 azure minerals limited annual report 2017 Corporate Governance Statement Recommendation 7.3 The Company does not have an internal audit function. To evaluate and continually improve the effectiveness of the Company’s risk management and internal control processes, the Board relies on ongoing reporting and discussion of the management of material business risks as outlined in the Company’s Risk Management Policy, a summary of which is disclosed on the Company’s website. Recommendation 7.4 As the Company is not in production, the Company has not identified any material exposure to any environmental and/or social sustainability risks. However, the Company does have a material exposure to the following economic risks: • Market risk – movements in commodity prices. The Company manages its exposure to market risk by monitoring market conditions, and making decisions based on industry experience; and Future capital risk – cost and availability of funds to meet the Company’s business requirements. The Company manages this risk by maintaining adequate reserves by continuously monitoring forecast and actual cash flows. • The Board has adopted a Risk Management Policy and Risk Management Procedures. Under the Risk Management Policy, the Board oversees the processed by which risks are managed. This includes defining the Company’s risk appetite, monitoring of risk performance and those risks that may have a material impact to the business. Management is responsible for the implementation of the risk management and internal control system to manage the Company’s risk and to report to the Board whether those risks are being effectively managed. The Company’s system to manage its material business risks includes the preparation of a risk register by management to identify the Company’s material business risks, analyse those risks, evaluate those risks (including assigning a risk owner to each risk) and treat those risks. Risks and their management are to be monitored and reviewed at least annually by senior management. The risk register is to be updated and a report submitted to the Managing Director. The Managing Director is to provide a risk report at least annually to the Board. A summary of the Company’s Risk Management Policy is disclosed on the Company’s website. Principle 8 – Remunerate fairly and responsibly Recommendation 8.1 As noted above, the Board has established a combined Nomination and Remuneration Committee. Please refer to the disclosure above under Recommendation 2.1 in relation to the Nomination and Remuneration Committee. The Board has adopted a Remuneration Committee Charter which describes the role, composition, functions and responsibilities of the Remuneration Committee and is disclosed on the Company’s website. As noted above, the Board has combined the Nomination and Remuneration committees. Recommendation 8.2 Details of remuneration, including the Company’s policy on remuneration and “clawback policy” regarding the lapsing of performance-based remuneration in the event of fraud or serious misconduct and the clawback of the performance-based remuneration in the event of a material misstatement in the Company’s financial statements, are contained in the “Remuneration Report” which forms of part of the Directors’ Report and commences at page 13 of the Company’s Annual Report for year ended 30 June 2017. Recommendation 8.3 The Company established an Employee Share Option Plan during the Reporting Period. The Company’s Securities Trading Policy includes a statement on the Board’s policy that participations in the Company’s equity based remuneration schemes are prohibited from entering into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme. 30 azure minerals limited annual report 2017 Consolidated Statement Of Profit Or Loss And Other Comprehensive Income FOR THE YEAR ENDED 30 JUNE 2017 Revenue from continuing activities Expenditure Depreciation Salaries and employee benefits expense Directors fees Exploration expenses Exploration expenses reimbursed Travel expenses Promotion expenses Administration expenses Consulting expenses Insurance expenses Share based payment expense Other expenses Loss from continuing operations before income tax Income tax expense Notes Consolidated 2017 $ 2016 $ 5 6 6 6 26 7 442,421 589,448 (57,545) (700,776) (95,000) (5,758,221) 1,353,280 (319,836) (107,071) (349,838) (398,432) (22,507) (565,185) (406,831) (31,626) (740,301) (95,000) (6,156,681) 2,363,155 (259,322) (88,966) (340,117) (138,969) (22,158) (788,726) (544,122) (6,985,541) (6,253,385) - - Loss from continuing operations after income tax (6,985,541) (6,253,385) Loss is attributable to: The owners of Azure Minerals Limited Other comprehensive loss Items that may subsequently be reclassified to profit and loss Exchange differences on translation of foreign operations Other comprehensive income/(loss) for the year net of tax Total comprehensive loss for the Year Total comprehensive loss is attributable to: The owners of Azure Minerals Limited Loss per share from continuing operations attributable to the ordinary equity holders of the company (6,985,541) (6,253,385) (103,010) (103,010) (942,519) (942,519) (103,010) (942,519) (7,088,551) (7,195,904) Basic loss per share (cents per share) Diluted loss per share (cents per share) 22 (0.42) (0.42) (0.53) (0.53) The above Consolidated Statement of Profit or Loss and Other Comprehensive Income is to be read in conjunction with the Notes to the Financial Statements. 31 azure minerals limited annual report 2017 Consolidated Statement Of Financial Position AS AT 30 JUNE 2017 Notes Consolidated 2017 $ 2016 $ ASSETS Current Assets Cash and cash equivalents Trade and other receivables Total Current Assets Non-Current Assets Available for sale investments Plant and equipment Capitalised exploration expenditure Total Non-Current Assets TOTAL ASSETS LIABILITIES Current Liabilities Trade and other payables Provisions Total Current Liabilities Non-Current Liabilities Provisions Total Non-Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity Reserves Accumulated losses TOTAL EQUITY 18 8 9 10 11 13 14 14 15 16 16 9,699,949 960,236 9,387,160 1,306,374 10,660,185 10,693,534 948 211,321 6,131,024 6,343,293 948 254,040 6,104,133 6,359,121 17,003,478 17,052,655 334,284 97,445 431,729 1,329,601 91,589 1,421,190 67,647 67,647 49,962 49,962 499,376 1,471,152 16,504,102 15,581,503 73,027,947 3,371,670 65,581,982 2,909,495 (59,895,515) (52,909,974) 16,504,102 15,581,503 The above Consolidated Statement of Financial Position is to be read in conjunction with the Notes to the Financial Statements 32 azure minerals limited annual report 2017 Consolidated Statement Of Changes In Equity FOR THE YEAR ENDED 30 JUNE 2017 30 JUNE 2017 Issued Share Capital Share Option Reserve Available for Sale Assets Reserve Foreign Currency Translation Reserve Accumulated Losses Total $ $ $ $ $ $ Balance at 1 July 2016 65,581,982 3,950,218 (39,996) (1,000,727) (52,909,974) 15,581,503 Loss for period Other comprehensive loss Exchange differences on translation of foreign operations Total other comprehensive loss Total comprehensive loss for the period - - - Transactions with owners in their capacity as owners: Issue of share capital, net of transaction costs Share based payments Total transactions with owners Balance as at 30 June 2017 - - - - (6,985,541) (6,985,541) - - - - - - (103,010) (103,010) - - (103,010) (103,010) (103,010) (6,985,541) (7,088,551) 7,445,965 - - 565,185 7,445,965 565,185 - - - - - - - - - 7,445,965 565,185 8,011,150 73,027,947 4,515,403 (39,996) (1,103,737) (59,895,515) 16,504,102 33 azure minerals limited annual report 2017 Consolidated Statement Of Changes In Equity FOR THE YEAR ENDED 30 JUNE 2017 Issued Share Capital Share Option Reserve 30 JUNE 2016 Available for Sale Assets Reserve Foreign Currency Translation Reserve Accumulated Losses Total $ $ $ $ $ $ Balance at 1 July 2015 51,121,569 3,161,492 (39,996) (58,208) (46,656,589) 7,528,268 Loss for period Other comprehensive loss Exchange differences on translation of foreign operations Total other comprehensive loss Total comprehensive loss for the period - - - Transactions with owners in their capacity as owners: Issue of share capital, net of transaction costs Share based payments Total transactions with owners Balance as at 30 June 2016 - - - - (6,253,385) (6,253,385) - - - - - - (942,519) (942,519) - - (942,519) (942,519) (942,519) (6,253,385) (7,195,904) 14,460,413 - - 788,726 14,460,413 788,726 - - - - - - - - - 14,460,413 788,726 15,249,139 65,581,982 3,950,218 (39,996) (1,000,727) (52,909,974) 15,581,503 The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes. 34 azure minerals limited annual report 2017 Consolidated Statement of Cash Flows FOR THE YEAR ENDED 30 JUNE 2017 Notes Consolidated 2017 $ 2016 $ CASH FLOWS FROM OPERATING ACTIVITIES Payments to suppliers and employees (2,469,194) (2,135,887) Interest received Other revenue Expenditure on mining interests Reimbursement of exploration expenditure NET CASH (OUTFLOW) INFLOW FROM OPERATING ACTIVITIES CASH FLOWS FROM INVESTING ACTIVITIES Payments for plant and equipment Acquisition Payments for projects Proceeds from sale of plant and equipment Security bonds repaid Proceeds from sale of projects NET CASH (OUTFLOW) INFLOW FROM INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of ordinary shares Share issue costs Prepayment of issue or ordinary shares NET CASH (OUTFLOW) INFLOW FROM FINANCING ACTIVITIES 146,261 132,144 (5,849,257) 1,017,087 44,922 521,936 (5,915,566) 2,699,348 18(b) (7,022,959) (4,785,247) (18,076) (26,892) (192,007) (1,847,931) - - 140,190 7,385 45,378 - 95,222 (1,987,175) 7,810,085 (470,205) - 15,158,375 (697,961) 93,685 7,339,880 14,554,099 NET INCREASE IN CASH AND CASH EQUIVALENTS 412,143 7,781,677 Cash and cash equivalents at the beginning of the financial year Effect of exchange rate changes on cash and cash equivalents CASH AND CASH EQUIVALENTS AT END OF YEAR 18(a) 9,387,160 1,775,412 (99,354) 9,699,949 (169,929) 9,387,160 The above Consolidated Statement of Cash Flows is to be read in conjunction with the Notes to the Financial Statements. 35 azure minerals limited annual report 2017 Notes to the Consolidated Financial Statements 1. The principal accounting policies adopted in the preparation of the financial report are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial report includes separate financial statements for Azure Minerals Limited as an individual entity and the consolidated entity consisting of Azure Minerals Limited and its subsidiaries. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PREPARATION This general purpose financial report has been prepared in accordance with the Australian Accounting Standards, and interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001. Azure Minerals Limited is a for-profit entity for the purpose of preparing the financial statements. Compliance with IFRSs The consolidated financial statements of Azure Minerals Limited and the separate financial statements of Azure Minerals Limited also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Historical cost convention These financial statements have been prepared under the historical cost convention except for available- for-sale financial asset which is accounted for at fair value. Critical accounting estimates The preparation of financial statements in conformity with AIFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 3. Principles of consolidation (a) Subsidiaries Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. The acquisitions method of accounting is used to account for business combinations by the Group. The financial statements of subsidiaries are prepared for the same reporting period as the parent entity, using consistent accounting policies. Adjustments are made to bring into line any dissimilar accounting policies which may exist. All intercompany balances and transactions, including unrealised profits arising from intra group transactions, have been eliminated in full. Unrealised losses are eliminated unless costs cannot be recovered. Investments in subsidiaries are accounted for at cost in the individual financial statements of Azure Minerals Limited. Property, plant and equipment (b) Each class of property, plant and equipment is carried at cost less, where applicable, any accumulated depreciation and impairment losses. Plant and equipment Plant and equipment are measured on the cost basis. The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. 36 azure minerals limited annual report 2017 Notes to the Consolidated Financial Statements Depreciation Depreciation of plant and equipment is calculated on a reducing balance basis so as to write off the net costs of each asset over the expected useful life. The rates vary between 20% and 40% per annum. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the income statement. When revalued assets are sold, it is group policy to transfer the amounts included in other reserves in respect of those assets to retained earnings. (c) Exploration and evaluation costs Exploration and evaluation costs are written off in the year they are incurred apart from acquisition costs which are carried forward where right of tenure of the area of interest is current and they are expected to be recouped through sale or successful development and exploitation of the area of interest or, where exploration and evaluation activities in the area of interest have not reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Where an area of interest is abandoned or the directors decide that it is not commercial, any accumulated acquisition costs in respect of that area are written off in the financial period the decision is made. Each area of interest is also reviewed at the end of each accounting period and accumulated costs written off to the extent that they will not be recoverable in the future. Leases (d) Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership that are transferred to entities in the economic entity are classified as finance leases. Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period. Leased assets are depreciated on a straight-line basis over their estimated useful lives. Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged on a straight line basis over the period of the lease. Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the life of the lease term. Income tax (e) The charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the statement of financial position date. Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. 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 is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity. Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised. 37 azure minerals limited annual report 2017 Notes to the Consolidated Financial Statements 1. The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the economic entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d) Goods and Services Tax (GST) (f) 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 statement of financial position are shown inclusive of GST. Cash flows are presented in the cash flow statement on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows. (g) Foreign currency translation Functional and presentation currency The functional currency of each of the group’s entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is Azure Minerals Limited’s functional and presentation currency. The functional currency of Australian subsidiary (Azure Mexico Pty Ltd) is the Australian dollar. The functional currency of the Mexican overseas subsidiaries (Minera Piedra Azul CV de SA, Minera Azure CV de SA, Minera Capitana CV de SA and Servicios AzuPerth CV de SA) is the Mexican Peso. Transactions and balances Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined. Exchange differences arising on the translation of monetary items are recognised in the profit or loss, except where deferred in equity as a qualifying cash flow or net investment hedge. Group companies The financial results and position of foreign operations whose functional currency is different from the group’s presentation currency are translated as follows: • • assets and liabilities are translated at year-end exchange rates prevailing at that reporting date; and income and expenses are translated at average exchange rates for the period. Exchange differences arising on translation of foreign operations are transferred directly to the group’s foreign currency translation reserve in the statement of financial position. These differences are recognised in the profit or loss in the period in which the operation is disposed. Trade and other payables (h) Liabilities for trade creditors are recognised initially at fair value and subsequently at amortised cost. Payables to related parties are carried at the principal amount. Interest, when charged by the lender, is recognised as an expense on an accrual basis. Employee benefits (i) Provision is made for employee benefits accumulated as a result of employees rendering services up to the reporting date. These benefits include wages and salaries, annual leave, and long service leave. Liabilities arising in respect of wages and salaries, annual leave and any other employee benefits expected to be settled wholly within twelve months of the reporting date are measured at their nominal amounts based on remuneration rates which are expected to be paid when the liability is settled. All other employee benefit liabilities are measured at the present value of the estimated future cash outflow to be made in respect of services provided by employees up to the reporting date. In determining the present value of future cash outflows, the market yield as at the reporting date on national government bonds, which have 38 azure minerals limited annual report 2017 Notes to the Consolidated Financial Statements terms to maturity approximating the terms of the related liability, are used. Share-based payments The Group provides benefits to employees (including directors) of the Group in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares (‘equity-settled transactions’). The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted. The fair value is determined by an internal valuation using a Binomial option pricing model. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (‘vesting date’). The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the number of options that, in the opinion of the directors of the Group, will ultimately vest. This opinion is formed based on the best available information at reporting date. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition. Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award. Revenue recognition (j) Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial assets. (k) Contributed Equity Ordinary shares are classified as equity. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received Earnings per share (EPS) (l) Basic earnings per share Basic EPS is calculated as the profit attributable to equity holders of the company, excluding any costs of servicing equity other than ordinary shares, divided by the weighted average number of ordinary shares outstanding during the financial year, adjusted for any bonus elements in ordinary shares issued during the year. Diluted earnings per share Diluted EPS adjusts the figures used in the determination of basic EPS to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. (m) 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 three months or less, and bank overdrafts. Bank overdrafts are shown within short term borrowings in current liabilities on the statement of financial position. (n) Comparative figures When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. 39 azure minerals limited annual report 2017 Notes to the Consolidated Financial Statements 1. (o) The Groups share of the assets, liabilities, revenue and expenses of joint venture operations are included in the appropriate items of the consolidated income statement and statement of financial position. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d) Interests in joint ventures Segment reporting (p) Operating segments are reported in a manner consistent with the internal reporting to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Executive Chairman. Investments and Financial assets (q) Classification The Group classifies its financial assets in the following categories: loans and receivables. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. 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 recognised at fair value on initial recognition. They are included in current assets, except for those with maturities greater than 12 months after the reporting date which are classified as non-current assets. Loans and receivables are included in trade and other receivables in the statement of financial position (note 8). Available-for-sale financial assets Available-for-sale financial assets, comprising principally marketable equity securities, are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless the investment matures or management intends to dispose of the investment within 12 months of the end of the reporting period. Investments are designated as available-for-sale if they do not have fixed maturities and fixed or determinable payments and management intends to hold them for the medium to long term. Recognition and derecognition Regular purchases and sales of financial assets are recognised on trade-date – the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets are derecognised when the right to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. Subsequent measurement Loans and receivables are carried at amortised cost using effective interest method. Impairment The Group assesses at each reporting date whether there is objective evidence that a financial asset or group of financial assets is impaired. Impairment losses are recognised in the profit or loss. Debts which are known to be uncollectible are written off by reducing the carrying amount directly. Fair value estimation (r) The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. The fair value of financial instruments traded in active markets (such as publicly traded derivative, and trading and available-for-sale securities) is based on quoted market prices at the reporting date. The quoted market price used for financial assets held by the Group is the current bid price. 40 azure minerals limited annual report 2017 Notes to the Consolidated Financial Statements The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each reporting date. Quoted market prices or dealer quotes for similar instruments are used for long-term debt instruments held. Other techniques, such as estimated discounted cash flow, are used to determined fair value for the remaining financial instruments. The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows. The fair value of forward exchange contracts is determined using forward exchange market rates at the reporting date. The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values due to their short-term nature. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments. Provisions (s) Provisions for legal claims, and make good obligations are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the reporting date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense. New Accounting Standards and Interpretations for Application in Future Years (t) The AASB has issued a number of new and amended Accounting Standards and Interpretations that have mandatory application dates for future reporting periods, some of which are relevant to the Group. The Group has decided not to early adopt any of the new and amended pronouncements. The Group’s assessment of the new and amended pronouncements that are relevant to the Group but applicable in future reporting periods is set out below: 41 azure minerals limited annual report 2017 Notes to the Consolidated Financial Statements SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d) 1. Application Date of Standard Application Date for Group (Year ended) 1 Jan 18 30 Jun 19 1 Jan 18 30 Jun 19 AASB Amendment Affected Standard(s) Nature of Change to Accounting Policy Impact AASB 9 Financial Instruments AASB 15 Revenue from contracts with customers Changes to classification and measurement requirements of financial instruments and hedge accounting New standard for the recognition of revenue based on the principle that revenue is recognised when control of a good or service transfers to a customer While the group has yet to undertake a detailed assessment of the changes, no significant impact is anticipated. Management is currently assessing the impact of the new rules. At this stage, the group is not able to estimate the impact of the new rules on the group’s financial statements. The group will make more detailed assessments of the impact over the next 12 months. 42 azure minerals limited annual report 2017 Notes to the Consolidated Financial Statements AASB Amendment Affected Standard(s) Nature of Change to Accounting Policy Impact AASB 16 Leases AASB 16 eliminates the operating and finance lease classifications for leases currently accounted for under AASB 117 Leases. It instead requires an entity to bring most leases onto its balance sheet in a similar way to how existing finance leases are treated under AASB 117. An entity will be required to recognise a lease liability and a right of use asset in its balance sheet for most leases. There are some optional exemptions for leases with a period of 12 months or less and for low value leases. To the extent that the entity, as lessee, has operating leases outstanding at the date of initial application, 1 January 2019, right-of-use assets will be recognised for the amount of the unamortised portion of the useful life, and the lease liabilities will be recognised at the present value of the outstanding lease payments. Thereafter, earnings before interest, depreciation, amortisation and tax (EBITDA) will increase because operating lease expenses currently included in EBITA will be recognised instead as amortisation of the right-of-use asset, and interest expense on the lease liability. However, there will be an overall reduction in net profit before tax in the early years of a lease because the amortisation and interest charges will exceed the current straight line expense incurred under AASB 117 Leases. This trend will reverse in the later years. The Group will make a more detailed assessment of the impact over the next 12 months. Application Date of Standard Application Date for Group (Year ended) 1 Jan 19 30 Jun 20 43 azure minerals limited annual report 2017 Notes to the Consolidated Financial Statements 2 . FINANCIAL RISK MANAGEMENT Overview The Company and Group have exposure to the following risks from their use of financial instruments: • • • credit risk liquidity risk market risk This note presents information about the Company’s and Group’s exposure to each of the above risks, their objectives, policies and processes for measuring and managing risk, and the management of capital. The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. Management monitors and manages the financial risks relating to the operations of the group through regular reviews of the risks. Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers and cash and cash equivalents. For the Company it arises from receivables due from subsidiaries. Cash and Cash Equivalents The Group manages its credit risk on cash and cash equivalents by only dealing with banks licensed to operate in Australia. Trade and other receivables As the Group operates in the mining exploration sector, it generally does not have trade receivables and therefore is not exposed to credit risk in relation to trade receivables. Presently, the Group undertakes exploration and evaluation activities exclusively in Mexico. At the reporting date there were no significant concentrations of credit risk. Exposure to credit risk The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s maximum exposure to credit risk at the reporting date was: Notes Consolidated Carrying amount 2017 $ 2016 $ Trade and other receivables Cash and cash equivalents 8 18 960,236 9,699,949 1,306,374 9,387,160 Impairment losses None of the Company’s other receivables are past due (2016: nil). The Group operates in the mining exploration sector and generally does not have trade receivables and is therefore not materially exposed to credit risk in relation to trade receivables. Other receivables are principally value added taxes withheld by third parties and due to the Group from sovereign governments, as such the Group does not consider it is exposed to any significant credit risk. The allowance accounts in respect of other receivables is used to record impairment losses unless the Group is satisfied that no recovery of the amount owing is possible; at that point the amount is considered irrecoverable and is written off against the financial asset directly. At 30 June 2017 the Group does not have any collective impairments on its other receivables. The Group places its cash deposits with institutions with a credit rating of AA or better and only with major banks. 44 azure minerals limited annual report 2017 Notes to the Consolidated Financial Statements Guarantees Group policy is to provide financial guarantees only to wholly-owned subsidiaries. There are no guarantees outstanding (2016: Nil) Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group manages liquidity risk by maintaining adequate reserves by continuously monitoring forecast and actual cash flows. Typically the Group ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 180 days, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. The following are the contractual maturities of financial liabilities at amortised cost: Consolidated Carrying amount Contractual cash flows 6 mths or less 6-12 mths 1-2 years 2-5 years More than 5 years 30 June 2017 Trade and other payables 30 June 2016 Trade and other payables 334,284 334,284 334,284 1,329,601 1,329,601 1,329,601 - - - - - - - - Market Risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. Currency risk The Group is exposed to currency risk on purchases that are denominated in a currency other than the respective functional currencies of Group entities, primarily the United Sates Dollar (USD) and Mexican Peso (MxP). The Group has not entered into any derivative financial instruments to hedge such transactions and anticipated future receipts or payments that are denominated in a foreign currency. The Group’s investments in its subsidiaries are not hedged as those currency positions are considered to be long term in nature. 45 azure minerals limited annual report 2017 Notes to the Consolidated Financial Statements 2 . FINANCIAL RISK MANAGEMENT (Cont’d) Exposure to currency risk The Group’s exposure to foreign currency risk at reporting date was as follows, based on notional amounts: Trade receivables Trade payables Gross statement of financial position Forward exchange contracts Net exposure 2017 USD 2016 USD - 79,388 79,388 - 79,388 - 299,289 299,289 - 299,289 The following significant exchange rates applied during the year: Average rate Reporting date spot rate 2017 2016 2017 2016 AUD/USD 1.3280 1.3738 1.3010 1.3438 Sensitivity analysis Over the reporting period there have been significant movements in the Australian dollar when compared to other currencies, it is therefore considered reasonable to review sensitivities base on a 10% movement in the Australian dollar. A 10% strengthening of the Australian dollar against the following currencies at 30 June would have increased equity and decrease loss, before tax, by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on the same basis for 2016. 30 June 2017 USD 30 June 2016 USD Consolidated Profit or loss 7,939 29,929 A 10% weakening of the Australian dollar against the above currencies at 30 June would have had the equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant. Interest rate risk Interest rate risk is the risk that the Groups financial position will be adversely affected by movements in interest rates that will increase the costs of floating rate debt or opportunity losses that may arise on fixed rate borrowings in a falling interest rate environment. The Group does not have any borrowings therefore is not exposed to interest rate risk in this area. Interest rate risk on cash and short term deposits is not considered to be a material risk due to the short term nature of these financial instruments. 46 azure minerals limited annual report 2017 Notes to the Consolidated Financial Statements At the reporting date the interest rate profile of the Company’s and the Group’s interest-bearing financial instruments was: Variable rate instruments Short term cash deposits Consolidated Carrying amount 2017 $ 2016 $ 9,464,501 8,631,242 Cash flow sensitivity analysis for variable rate instruments The Group has reviewed the likely movements in interest rates and considers that a movement of +/- 100 basis points is reasonable. Group Sensitivity At 30 June 2017 if interest rates had changed +/- 100 basis points from year end rates with all other variables held constant, equity and post tax profit would have been $96,999 higher /lower (2016 – change of 100 basis points $93,872 higher/lower). Fair values Fair values versus carrying amounts The fair values of financial assets and liabilities, together with the carrying amounts shown in the statement of financial position, are as follows: Consolidated Trade and other receivables Cash and cash equivalents 2017 $ 2016 $ Carrying amount Fair value Carrying amount Fair value 960,236 960,236 1,306,374 1,306,374 9,699,949 9,699,949 9,387,160 9,387,160 Other financial assets - - - - Trade and other payables (334,284) (334,284) (1,329,601) (1,329,601) The methods and assumptions used to estimate the fair value of instruments are: Cash and cash equivalent: The carrying amount approximates fair value because of their short-term to maturity. Receivables and payables: The carrying amount approximates fair value. 47 azure minerals limited annual report 2017 Notes to the Consolidated Financial Statements 2 . FINANCIAL RISK MANAGEMENT (Cont’d) Available-for-sale financial assets: Quoted prices in active markets been used to determine the fair value of listed available-for-sale investments (Level 1). The fair value of these financial assets has been based on the closing quoted bid prices at reporting date, excluding transaction costs. Capital Management The Group’s objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits of other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may issue new shares or sell assets. There were no changes in the Group’s approach to capital management during the year. Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements. 3. CRITICAL ACCOUNTING ESTIMATES AND SIGNIFICANT JUDGEMENTS The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are: Exploration and evaluation costs Exploration and evaluation costs are written off in the year they are incurred apart from acquisition costs which are carried forward where right of tenure of the area of interest is current. The future recoverability of exploration and evaluation expenditure is dependent on a number of factors, including whether the Group decides to exploit the related lease itself, or, if not, whether it successfully recovers the related exploration and evaluation assets through sale. Factors that could impact the future recoverability include the level of reserves and resources, future technological changes, which could impact the cost of mining, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices. To the extent that capitalised exploration and evaluation expenditure is determined not to be recoverable in the future, profits and net assets will be reduced in the period in which this determination is made. Deferred tax assets Deferred tax assets are recognised for deductible temporary differences when management considers that it is probable that future taxable profits will be available to utilise those temporary differences. Currently no deferred tax assets have been recognised as it is not probable that future taxable profits will be available to utilise those temporary differences. Share options The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using the binominal formula. For options issued in this financial year, the assumptions detailed as per Note 26 were used. Receivables Impairments on receivables are made when a judgement is made that the likely hood of recovery is low. Consideration is given to the length of time the debt has been outstanding, the debtors past history of payment together with any legal advice received on the probability of recovery in making that determination. 4. SEGMENT INFORMATION The Company currently does not have production and is only involved in exploration. As a consequence, activities in the operating segments are identified by management based on the manner in which resources are allocated, the nature of the resources provided and the identity of service line manager and country of expenditure. Discrete financial information about each of these areas is reported to the executive management team on a monthly basis. 48 azure minerals limited annual report 2017 Notes to the Consolidated Financial Statements Based on this criteria, management has determined that the company has one operating segment being mineral exploration in Mexico. As the company is focused on mineral exploration, the Board monitors the company based on actual versus budgeted exploration expenditure incurred by area of interest. These areas of interest meet aggregating criteria and are aggregated into one reporting sector. This internal reporting framework is the most relevant to assist the Board with making decisions regarding the company and its ongoing exploration activities, while also taking into consideration the results of exploration work that has been performed to date. . Revenue from external sources Reportable segment profit (loss) Reportable segment assets Reportable segment liabilities Reconciliation of reportable segment loss Reportable segment profit (loss) Other profit Unallocated: - Salaries and wages - Travel and accommodation - Office costs - Other corporate expenses - Share based payments - Depreciation Loss before tax 30 June 2017 $ 30 June 2016 $ - - (4,172,310) (3,293,180) 7,162,893 (158,774) 7,496,914 (934,770) (4,172,310) (3,293,180) (795,776) (319,836) (707,761) (403,484) (565,185) (21,189) (835,301) (259,322) (540,956) (525,083) (788,726) (10,817) (6,985,541) (6,253,385) Reconciliation of reportable segment assets Reportable segment assets 7,162,893 7,496,914 Unallocated: - Cash - Trade and other receivables - Investments - Security deposits - Office plant and equipment Total assets Reconciliation of reportable segment liabilities Reportable segment liabilities Unallocated: - Trade and other payables - Provisions Total liabilities 9,699,949 76,701 948 - 62,987 9,387,160 83,456 948 - 84,177 17,003,478 17,052,655 (158,774) (934,770) (175,510) (165,092) (499,376) (394,831) (141,551) (1,471,152) 49 azure minerals limited annual report 2017 Notes to the Consolidated Financial Statements 5. REVENUE FROM CONTINUING OPERATIONS 30 June 2017 $ 30 June 2016 $ Other revenues Bank interest Back-in right on project Rental and overhead fees Other Total revenues from continuing operations 6. EXPENSES Loss before income tax includes the following specific expenses Depreciation of plant and equipment Exploration expenditure Exploration expenditure reimbursement Operating lease expenses Superannuation 7. (a) INCOME TAX Income tax expense Current tax Deferred tax (b) Numerical reconciliation of income tax expense to prima facie tax payable Loss from continuing operations before income tax expense Tax at the Australian tax rate of 30% (2016: 30%) Tax effect of amounts which are not deductible (taxable) in calculating taxable income: Share-based payments Sundry items Movement in unrecognised temporary differences Difference in overseas tax rates Tax effect of current year tax losses for which no deferred tax asset has been recognised 170,087 140,190 132,144 - 442,421 64,375 - 521,936 3,137 589,448 57,545 5,758,221 (1,353,280) 36,758 37,825 31,626 6,156,681 (2,363,155) 89,073 48,557 - - - - - - (6,985,541) (2,095,662) (6,252,385) (1,875,716) 169,556 110,122 236,618 84,585 (1,815,984)) (1,554,513) (102,256) (81,716) - - 1,918,240 1,636,229 Income tax expense - - 50 azure minerals limited annual report 2017 Notes to the Consolidated Financial Statements c) Unrecognised temporary differences Deferred Tax Assets (at 30%) On Income Tax Account Prepayments Depreciation of plant and equipment Provisions Carry forward tax losses Carry forward tax losses – foreign Other – tenement 30 June 2017 $ 30 June 2016 $ 3,395 (12,583) 57,028 8,203,290 5,854,477 654,600 3,361 (13,668) 49,965 7,297,001 4,416,554 654,600 14,760,207 12,407,813 Deferred Tax Liabilities (at 30%) - - Deferred income tax assets have not been recognised as it is not probable that future profit will be available against which deductible temporary differences can be utilised. In addition to the above Australian estimated future income tax benefits the consolidated entity has incurred significant expenditure in Mexico, some of which should give rise to taxable deductions. At this stage the company is unable to reliably estimate the quantity of such future tax benefits. There are no franking credits available. 8. TRADE AND OTHER RECEIVABLES Current Prepayment of insurance premiums Sundry Receivables (a) 2017 $ 2016 $ 14,890 945,346 960,236 15,323 1,291,051 1,306,374 (a) These amounts generally arise from activities outside the usual operating activities. Interest is not usually charged and collateral is not obtained. For the Group the receivable principally arises from consumption taxes paid to third party suppliers for which a refund from tax authorities is expected. The carrying amount of trade and other receivables are assumed to approximate their fair values due to their short-term nature. There are no impaired sundry receivables and no past due but not impaired receivables. (b) Refer to note 2 for information on the risk management policy of the Group and the credit quality of the Groups receivables 51 azure minerals limited annual report 2017 Notes to the Consolidated Financial Statements 9. AVAILABLE FOR SALE INVESTMENTS Listed shares at fair value (a) Wolfeye Resource Corp. 2017 $ 2016 $ 948 948 (a) Available-for-sale investments consist of investments in ordinary shares, and therefore have no fixed maturity date or coupon rate. Wolfeye Resource Corp. is listed on the Toronto Venture Exchange. Fair value has been determined directly by reference to published quotations on active markets (Level 1). The fair value of these financial assets has been based on the closing quoted bid prices at reporting date, excluding transaction costs. Also refer to Note 2 – Financial Risk Management. At Cost Impairment Fair value adjustment to reserve (Note 16) Fair value at 30 June 10. PLANT AND EQUIPMENT 40,944 - (39,996) 948 40,944 - (39,996) 948 Furniture, fittings and equipment $ Motor Vehicles $ Exploration Equipment $ Total $ 332,381 (292,922) 39,459 39,459 114,830 (128,747) 124,499 (17,332) (2,597) 130,112 306,276 (176,164) 130,112 81,307 (80,861) 446 446 58,161 (18,155) 18,155 (5,725) 433 53,315 110,431 (57,116) 53,315 93,650 (25,072) 68,578 507,338 (398,855) 108,483 68,578 19,049 - - (8,569) (8,445) 70,613 108,483 192,040 (146,902) 142,654 (31,626) (10,609) 254,040 100,549 (29,936) 70,613 517,256 (263,216) 254,040 At 1 July 2015 Cost Accumulated Depreciation Net Book Amount Year ended 30 June 2016 Opening net book value Additions Disposals Depreciation on disposals Depreciation charge Foreign exchange translation adjustment Closing net book value At 30 June 2016 Cost Accumulated depreciation Net book amount 52 azure minerals limited annual report 2017 Notes to the Consolidated Financial Statements Year ended 30 June 2017 Opening net book value Additions Disposals Depreciation on disposals Depreciation charge Foreign exchange translation adjustment Closing net book value At 30 June 2017 Cost Accumulated depreciation Net book amount Furniture, fittings and equipment $ Motor Vehicles $ Exploration Equipment $ Total $ 130,112 16,249 - - 53,315 - - - (35,792) (13,739) (317) 110,252 (1,135) 38,441 70,613 981 (2,883) 2,883 (8,014) (952) 62,628 254,040 17,230 (2,883) 2,883 (57,545) (2,404) 211,321 322,373 110,252 109,481 38,441 97,855 62,628 529,709 211,321 11. CAPITALISED EXPLORATION EXPENDITURE (NON-CURRENT) At Cost Reconciliations Movement in the carrying amounts of capitalised exploration expenditure between the beginning and end of the current financial year Opening net book amount Additions (a) Disposals Foreign exchange translation adjustment Closing net book amount 2017 $ 2016 $ 6,131,024 6,104,133 6,104,133 26,891 - - 6,131,024 4,913,687 1,847,931 - (657,485) 6,104,133 (a) $26,891 was paid as a preliminary payment to acquire the Oposura project. Recovery of the capitalised amount is dependent upon successful development and commercial exploitation, or alternatively, sale. 53 azure minerals limited annual report 2017 Notes to the Consolidated Financial Statements 12. SUBSIDIARIES The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 1(a): Name Country of incorporation Class of shares Equity Holding* 2017 % 2016 % Azure Mexico Pty Ltd Minera Piedra Azul, S.A. de C.V Minera Capitana S.A. de C.V Azu-Perth S.A. de C.V. Minera Azure, S.A. de C.V. Australia Mexico Mexico Mexico Mexico Ordinary Ordinary Ordinary Ordinary Ordinary 100 100 100 100 100 100 100 100 100 100 *Percentage of voting power is in proportion to ownership. 13. TRADE AND OTHER PAYABLES (CURRENT) Trade payables Joint venture contribution received in advance 2017 $ 334,284 - 2016 $ 993,408 336,193 334,284 1,329,601 Information about the Groups financial risk management policies is disclosed in note 2. 14. PROVISIONS CURRENT Employee benefits NON-CURRENT Employee benefits 94,445 91,589 67,647 49,962 The provisions for employee benefits include accrued annual leave and long service leave. For long service leave it covers all unconditional entitlements where employees have completed the required period of service. Based on past experience employee entitlements that represent annual leave are presented as current and employee entitlements that are in relation to long serve leave are present as non-current. 15. CONTRIBUTED EQUITY (a) Share capital Consolidated 2017 2016 Number of shares $ Number of shares $ Ordinary shares fully paid Total consolidated contributed equity 1,672,653,595 73,027,947 1,464,260,045 65,581,982 54 azure minerals limited annual report 2017 Notes to the Consolidated Financial Statements (b) Movements in ordinary share capital Consolidated 2017 2016 Number of shares $ Number of shares $ 1 July opening balance 1,464,260,045 65,581,982 995,020,107 51,121,569 Issue at $0.0098 per share Issue at $0.016 per share Issue at $0.036 per share Issue at $0.038 per share Issue at $0.031 per share Share issue expenses 30 June closing balance - - - - - - 10,154,346 100,000 95,312,500 1,525,000 145,000,000 5,220,000 207,993,950 7,903,770 218,773,092 8,313,375 400,000 12,400 - (470,205) - - - (697,962) 1,672,653,995 73,027,947 1,464,260,045 65,581,982 Funds raised from the share issues during the 2017 were used to progress the company’s exploration activities and for general working capital. (c) Movements in unlisted options on issue 1 July Opening Balance Issued during the year Number of options 2017 2016 87,924,075 50,924,075 Exercisable at 6.0 cents, on or before 30 Nov 2018 - 37,000,000 - - - Exercisable at 4.7 cents, on or before 30 Nov 2019 Exercisable at 5.5 cents, on or before 11 Jul 2019 Forfeited during the year - - Exercisable at 4.5 cents, on or before 30 Nov 2016 Exercisable at 5.8 cents, on or before 30 Jun 2017 Exercised during the year at 2.0 cents 30 June closing balance Further information on options issued is set out in note 26. (d) Ordinary shares 41,000,000 194,508,539 (25,924,075) (25,000,000) - - - - - 272,508,539 87,924,075 Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the company in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. For further information on Capital Management refer to Note 2. 55 azure minerals limited annual report 2017 Notes to the Consolidated Financial Statements 16. RESERVES AND ACCUMULATED LOSSES Accumulated losses Balance at beginning of year Loss for the year Balance at end of year Share-based payments reserve Balance at beginning of year Movement during the year Balance at end of year Available-for-sale assets reserve Balance at beginning of year Revaluation Balance at end of year Foreign currency translation reserve Balance at beginning of year Movement during the year Balance at end of year 2017 $ 2016 $ 52,909,974 6,985,541 59,895,515 46,656,589 6,253,385 52,909,974 3,950,218 565,185 4,515,403 3,161,492 788,726 3,950,218 (39,996) (39,996) - - (39,996) (39,996) (1,000,727) (103,010) (58,208) (942,519) (1,103,737) (1,000,727) (a) Nature and purpose of reserves Share-based payments reserve The share-based payments reserve is used to recognise the fair value of options issued but not exercised. Available-for-sale assets reserve This reserve records fair value changes on available-for-sale investments. Amounts are recognised in profit and loss when the associated assets are sold or impaired. Foreign currency translation reserve The foreign currency translation reserve is used to record exchange differences arising from the translation of the statements of foreign subsidiaries. 17. DIVIDENDS PAID OR PROVIDED FOR ON ORDINARY SHARES No dividends were paid or declared since the start of the financial year. No recommendation for payment of dividends has been made. 18. STATEMENT OF CASH FLOWS (a) Cash and cash equivalents (refer note 2) Cash and cash equivalents comprises: - - - cash at bank and in hand Joint Venture contribution received in advance Note 13 short-term deposits Closing cash and cash equivalents balance 235,448 - 9,464,501 9,699,949 419,725 336,193 8,631,242 9,387,160 56 azure minerals limited annual report 2017 Notes to the Consolidated Financial Statements Cash at bank and in hand earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between one day and three months depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates. (b) Reconciliation of the net loss after income tax to the net cash flows from operating activities Net loss Depreciation of non current assets Share based payment expense Non-cash exploration expense Proceeds from sale of project Profit on sale of equipment Changes in operating assets and liabilities (Increase)/decrease in trade and other receivables (Increase)/decrease in prepayments Increase/(decrease) in trade and other payables Increase/(decrease) in provisions Net cash outflow from operating activities 2017 $ 2016 $ (6,985,541) (6,253,385) 57,545 565,185 12,400 (140,190) 31,626 788,726 - - - (3,137) 330,760 3,781 (890,440) 23,541 (408,439) 327 1,061,727 (2,692) 7,022,959 (4,785,247) c) Non-cash financing and investing activities There have been no non-cash financing and investing activities during the 2017 year (2016: Nil). Exploration commitments 19. COMMITMENTS (a) The company has certain commitments to meet minimum expenditure requirements on the mineral exploration assets it has an interest in. Outstanding exploration commitments which are expected to be met in the normal course of business are as follows: Not later than one year 100,821 115,989 Lease expenditure commitments (b) Operating leases (non cancellable): Minimum lease payments: Not later than one year Later than one year and not later than five years Aggregate lease expenditure contracted for at reporting date 119,076 297,690 416,766 119,076 416,766 535,842 The property lease is a non-cancellable lease with a five-year term ending 31 December 2020, rent is payable monthly in advance. The lease allows for subletting of all leased areas and excess office space has been sub-let the related third parties as disclosed in Note 25(c). 20. CONTINGENCIES There are no material contingent liabilities or contingent assets of the company at reporting date (2016: Nil). 57 azure minerals limited annual report 2017 Notes to the Consolidated Financial Statements 21. EVENTS OCCURING AFTER REPORTING DATE Since the end of the reporting date the Company has completed the acquisition of two mineral projects, both located in the Mexican state of Sonora. The Oposura zinc-lead-silver project was acquired from private interests for US$1,500,000 and the Sara Alicia gold-cobalt project was also acquired from private interests for US$120,000. No other matter or circumstance has arisen since the end of the financial year which significantly affected or may significantly affect the operations of the group, the results of those operations, or the state of affairs of the group in future financial years. 22. LOSS PER SHARE (a) Reconciliation of earnings to profit or loss 2017 $ 2016 $ Net loss Loss used in calculating basic loss per share (6,985,541) (6,985,541) (6,253,385) (6,253,385) Number of shares 2017 Number of shares 2016 (b) Weighted average number of ordinary shares outstanding during the year used in calculating basic loss per share Weighted average number of ordinary shares used in calculating basic loss per share (c) Effect of dilutive securities 1,668,981,646 1,177,460,752 Options on issue at reporting date could potentially dilute basic earnings per share in the future. The effect in the current year is to decrease the loss per share hence they are considered antidilutive. Accordingly diluted loss per share has not been disclosed. 23. AUDITOR’S REMUNERATION Amounts received or due and receivable by BDO Audit (WA) Pty Ltd or associated entities for: Tax compliance services An audit or review of the financial report of the entity Remuneration of other auditors of subsidiaries Audit or review of financial report of subsidiaries 2017 $ 2016 $ 11,105 40,925 52,030 13,770 47,325 61,095 37,885 37,622 58 azure minerals limited annual report 2017 Notes to the Consolidated Financial Statements 24. KEY MANAGEMENT PERSONNEL DISCLOSURES (a) Compensation of key management personnel by compensation Short-term Post employment Share-based payment 2017 $ 2016 $ 659,900 48,775 372,195 650,870 48,776 573,391 1,080,870 1,273,037 For further information refer to the Remuneration Report included as part of the Director’s Report. 25. RELATED PARTY DISCLOSURES (a) Parent entity The ultimate parent entity within the Group is Azure Minerals Limited. Subsidiaries (b) The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 1(a): Name Azure Mexico Pty Ltd Minera Piedra Azul, S.A. de C.V Minera Capitana, S.A. de C.V Servicios AzuPerth, S.A. de C.V Mineral Azure S.A. de C.V. Country of incorporation Class of shares Australia Mexico Mexico Mexico Mexico Ordinary Ordinary Ordinary Ordinary Ordinary Equity Holding* 2017 % 100 100 100 100 100 2016 % 100 100 100 100 100 *Percentage of voting power is in proportion to ownership No other provision for doubtful debts have been raised in relation other outstanding balances, and no other expense has been recognised in respect of bad or doubtful debts due from related parties. (c) Other Related Transactions The Company has entered into a sub-lease agreement on normal commercial terms with Oro Verde Limited, a company of which Wolf Martinick and Brett Dickson are directors. During the year Oro Verde Limited paid sub-lease fees totalling $4,800 (2016: $4,800). The Company has also entered into a sub-lease agreement on normal commercial terms with Rox Resources Limited, a company of which Brett Dickson is a Director. During the year Rox Resources Limited paid sub-lease fees totalling $90,309 (2016: $86,346). 26. SHARE-BASED PAYMENTS No options have been issued pursuant to an Employee Share plan. Employee and consultants option plan The establishment of the Azure Minerals Limited – Employees and Contractors Option Incentive Plan (“Plan”) was approved by shareholders at the Annual General Meeting. The plan is designed to provide long-term incentives for employees and certain contractors to deliver long term shareholder returns. Participation in the plan is at the Boards discretion and no individual has a contractual right to participate in the plan or to receive guaranteed benefits. In addition, under the Plan, the Board determines the terms of the options including exercise price, expiry date and vesting conditions, if any. Options granted under the plan carry no dividend or voting rights. When exercised, each option is convertible into an ordinary share of the company with full dividend and voting rights. No options are on issue pursuant to the plan. 59 azure minerals limited annual report 2017 Notes to the Consolidated Financial Statements 26. SHARE-BASED PAYMENTS (Cont’d) (a) Director, executive and employee options Set out below are summaries of current directors, executives & employees options granted. Grant Date Expiry Date Exercise Price (cents) Value per option at grant date (cents) Balance at the start of the year Number Granted during the year Number Exercised during the year Number Lapsed during the year Number Balance at end of the year Number Vested and exercis- able at end of the year Number 2017 25 Sept ‘13 30 June ‘17 19 Nov ‘15 30 Nov ‘18 28 Apr ‘16 30 Nov ‘18 7 Dec ‘16 30 Nov ‘19 5.8 6.0 6.0 4.7 Weighted average exercise price 2016 25 Sept ‘13 30 Jun ‘17 19 Nov ‘15 30 Nov ‘18 28 Apr ‘16 30 Nov ‘18 5.8 6.0 6.0 Weighted average exercise price 3.2 2.1 2.2 1.4 25,000,000 31,200,000 5,800,000 - - - - 41,000,000 62,000,000 41,000,000 $0.059 $0.047 3.2 2.1 2.2 25,000,000 - - - 31,200,000 5,800,000 25,000,000 37,000,000 $0.058 $0.060 - - - - - - - - - - - (25,000,000) - - - - - 31,200,000 31,200,000 5,800,000 5,800,000 41,000,000 41,000,000 (25,000,000) 78,000,000 78,000,000 $0.058 $0.053 $0.053 - - - - - 25,000,000 25,000,000 31,200,000 31,200,000 5,800,000 5,800,000 62,000,000 62,000,000 $0.059 $0.059 The weighted average remaining contractual life of share options outstanding at the end of the period was 1.8 years (2016: 1.85 years). Fair value of options granted. During the 2017 financial year the weighted average fair value of the options granted was 1.4 cents. The price was calculated by using the Binominal Option valuation methodology applying the following inputs: Weighted average exercise price (cents) Weighted average life of the option (years) Weighted average underlying share price (cents) Expected share price volatility (%) Risk free interest rate (%) 2017 4.7 3.0 2.7 100 1.9 2016 6.0 2.9 3.9 100 2.1 Historical volatility has been the basis for determining expected share price volatility as it assumed that this is indicative of future trends, which may not eventuate. The life of the options is based on historical exercise patterns, which may not eventuate in the future. Total expenses arising from share-based payment transactions recognised during the year were as follows: Options issued to directors and executives 2017 $ 2016 $ 565,185 788,726 60 azure minerals limited annual report 2017 Notes to the Consolidated Financial Statements 27. PARENT ENTITY FINANCIAL INFORMATION (a) The individual financial statements for the parent entity show the following aggregate amounts:: Summary financial information Statement of Financial Position Current assets Total assets Current liabilities Total liabilities Net assets Shareholder’s equity Issued capital Reserves Accumulated loses 2017 $ 2016 $ 16,780,414 16,844,704 (340,602) (340,602) 20,579,655 20,665,133 (536,381) (536,381) 16,504,102 20,128,752 73,027,947 4,475,407 65,581,982 3,910,222 (60,999,252) (49,363,452) 16,504,102 20,128,752 (b) Contingent liabilities of the parent entity The parent entity did not have any contingent liabilities as at 30 June 2017 or 30 June 2016. (c) Contracted commitments for the acquisition of property, plants or equipment The parent entity did not have any commitments for the acquisition of property, plants or equipment. 61 azure minerals limited annual report 2017 Directors’ Declaration The directors of the company declare that: (1) The financial statements and notes of the consolidated entity are in accordance with the Corporations Act 2001, including: (a) (b) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and giving a true and fair view of the consolidated entity’s financial position as at 30 June 2017 and of its performance for the year ended on that date. (2) (3) (4) There are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable. The directors have been given the declaration by the chief executive officer and chief financial officer as required by section 295A of the Corporations Act 2001. The Company has included in the notes to the financial statements an explicit and unreserved statement of compliance with International Financial Reporting Standards. This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the directors by: Peter Ingram Chairman Perth, 14 September 2017 62 azure minerals limited annual report 2017 Independent Auditor’s Report Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au 38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia INDEPENDENT AUDITOR'S REPORT To the members of Azure Minerals Limited Report on the Audit of the Financial Report Opinion We have audited the financial report of Azure Minerals Limited and its subsidiaries, which comprises the consolidated statement of financial position as at 30 June 2017, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial report, including a summary of significant accounting policies and the directors’ declaration. In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act 2001, including: (i) Giving a true and fair view of the Group’s financial position as at 30 June 2017 and of its financial performance for the year ended on that date; and (ii) Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees. 63 azure minerals limited annual report 2017 Independent Auditor’s Report Recoverability of Capitalised Exploration Expenditure Key audit matter How the matter was addressed in our audit At 30 June 2017, the carrying value of capitalised exploration expenditure was $6,131,024 (30 June 2016: $6,104,133), as disclosed in Note 11. In accordance with AASB 6 Exploration for and Evaluation of Mineral Resources (AASB 6), the recoverability of exploration and evaluation expenditure requires significant judgment by management in determining whether there are any facts or circumstances that exist to suggest that the carrying amount of this asset may exceed its recoverable amount. As a result, this is considered a key audit matter. Our procedures included, but were not limited to: Obtaining a schedule of the areas of interest held by the Group and assessing whether the rights to tenure of those areas of interest remained current at balance date; Considering the status of the ongoing exploration programmes in the respective areas of interest by holding discussions with management, and reviewing the Group’s exploration budgets, ASX announcements and directors’ minutes; Considering whether any such areas of interest had reached a stage where a reasonable assessment of economically recoverable reserves existed; Considering whether any facts or circumstances existed to suggest impairment testing was required; and Assessing the adequacy of the related disclosures in Note 3 and Note 11 to the financial report. Other information The directors are responsible for the other information. The other information obtained at the date of this auditor’s report is information included in the annual financial report, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the Financial Report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. 64 azure minerals limited annual report 2017 Independent Auditor’s Report In preparing the financial report, the directors are responsible for assessing the ability of the group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s responsibilities for the audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at: http://www.auasb.gov.au/auditors_files/ar2.pdf This description forms part of our auditor’s report. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 12 to 17 of the directors’ report for the year ended 30 June 2017. In our opinion, the Remuneration Report of Azure Minerals Limited, for the year ended 30 June 2017, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. BDO Audit (WA) Pty Ltd Dean Just Director Perth, 14 September 2017 65 azure minerals limited annual report 2017 Declaration Of Independence Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au 38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia DECLARATION OF INDEPENDENCE BY DEAN JUST TO THE DIRECTORS OF AZURE MINERALS LIMITED As lead auditor of Azure Minerals Limited for the year ended 30 June 2017, I declare that, to the best of my knowledge and belief, there have been: 1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and 2. No contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Azure Minerals Limited and the entities it controlled during the period. Dean Just Director BDO Audit (WA) Pty Ltd Perth, 14 September 2017 66 BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees. azure minerals limited annual report 2017 ASX Additional Information The number of shareholders, by size of holding, in each class of share as at 12 September 2017 are: 1 1,001 5,001 10,001 100,001 1,000 5,000 10,000 100,000 and over The number of shareholders holding less than a marketable parcel of shares are: Twenty largest shareholders (b) The names of the twenty largest holders of quoted shares are: Ordinary shares Number of holders Number of shares 197 161 464 1,650 1,613 4,085 1,384 17,571 573,900 4,124,006 78,346,846 1,589,591,672 1,672,653,995 14,960,249 Listed ordinary shares Number of shares Percentage of ordinary shares 1 HSBC Custody NomineesLimited 2 Merrill Lynch (Australia) Nominees Pty Limited 3 Yandal Investments Pty Ltd 4 Citicorp Nominees Pty Limited 5 J P Morgan Nominees Australia Limited 6 BNP Paribas Nominees Pty Ltd 7 Mr Peter Murray Nicholas 8 Dr Lyndsay George Mcdonald Gordon 9 Mr Garry Temple 10 Mr Russell Ormonde Timms 11 Mr Neil James Waddington 12 Mr Anthony Paul Rovira 13 Mr Phillip Wood 14 Mr Brian Gregory Walsh 15 Stadjoy Pty Ltd 16 Ross Sutherland Properties Pty Ltd 17 Mr John William Rogers 18 Drenida Pty Ltd 19 Mr Richard Eric James + Mrs Margaret Anne James 20 Calyerup Pty Ltd 182,009,095 150,154,929 121,652,200 27,939,939 16,933,719 13,674,952 10,700,000 10,009,611 10,000,000 9,105,218 8,382,743 8,326,657 8,300,000 7,823,100 7,394,737 7,200,000 7,066,404 7,000,000 7,000,000 6,601,101 10.69 8.98 7.27 1.67 1.01 0.82 0.64 0.60 0.60 0.54 0.50 0.50 0.50 0.47 0.44 0.43 0.42 0.42 0.42 0.39 627,274,405 37.50 67 azure minerals limited annual report 2017 ASX Additional Information Substantial shareholders (c) The names of substantial shareholders who have notified the Company in accordance with section 671B of the Corporations Act 2001 are: Drake Private Investments LLC (d) Voting rights All ordinary shares (whether fully paid or not) carry one vote per share without restriction. (e) Schedule of interests in mining tenements Number of Shares 91,777,778 Project Common Name Tenement Percentage held / earning El Tecolote El Tecolote El Tecolote III Promontorio Hidalgo Promontorio El Magistral All Minerals All Minerals All Minerals All Minerals All Minerals Promontorio Regional All Minerals Panchita Panchita Dona Panchita Loreto Alacran¹ Loreto Kino 3 Kino 2 Kino 4 Kino 8 Kino 9 Kino 10 Kino 11 Kino 15 Hidalgo No. 4 Kino 16 Hidalgo No. 3 Hidalgo No. 2 Hidalgo No. 5 Hidalgo No. 6 Hidalgo No. 8 Hidalgo No. 7 Hidalgo Hidalgo No. 9 San Simon San Simon No. 2 El Alacran All Minerals All Minerals All Minerals All Minerals All Minerals All Minerals All Minerals All Minerals All Minerals All Minerals All Minerals All Minerals All Minerals All Minerals All Minerals All Minerals All Minerals All Minerals All Minerals All Minerals All Minerals All Minerals All Minerals All Minerals 230771 234586 235270 235269 218881 234447 212767 192097 TBA 166312 166313 166314 166315 166316 166317 166318 166365 166366 166367 166368 166369 166370 166371 166372 166373 166374 166375 166376 166377 201817 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Teck Resources Limited (“Teck”), has elected to exercise its back-in right to earn a 51% interest in the Alacrán concessions. 1. 68 azure minerals limited annual report 2017 ASX Additional Information TABLES OF MINERALS RESOURCES MINERAL RESOURCES ESTIMATION GOVERNANCE STATEMENT Governance of Azure’s mineral resources is a responsibility of the Executive Management of the Company. The Promontorio, Cascada and Mesa de Plata mineral resources have not changed since last year. The Loma Bonita mineral resource is a new resource this financial year and its first estimate was released to ASX on 21 December 2016. Azure has ensured that its mineral resources estimates are subject to appropriate levels of governance and internal controls. The mineral resources reported have been estimated 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 estimations. Additionally the Company carries out regular internal peer reviews of processes and contractors engaged. Azure has reported its Promontorio mineral resources on an annual basis in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Resources (the JORC code) 2004 Edition. Azure has reported its Cascada and Mesa de Plata mineral resources on an annual basis in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Resources (the JORC code) 2012 Edition. Competent Persons named by Azure are members of the Australian Institute of Mining and Metallurgy and/or the Australian Institute of Geoscientists and/or of a “Recognised Professional Organisation”, as included in a list on the JORC and ASX websites. ALACRÁN PROJECT Table 1: Mesa de Plata JORC Code Measured and Indicated Mineral Resource (first released to ASX on 1 December 2016) Measured Mineral Resource Indicated Mineral Resource Total Mineral Resource Zone Tonnes (Mt) Silver (g/t Ag) (Moz) High Grade Mid-Grade Total 1.21 8.43 9.64 307.4 43.0 76.2 12.0 11.7 23.6 Tonnes (Mt) 0.54 0.28 0.82 Silver (g/t Ag) (Moz) 201.7 36.2 145.4 3.5 0.3 3.8 Tonnes (Mt) 1.75 8.71 10.46 Silver (g/t Ag) (Moz) 274.7 42.8 81.6 15.5 12.0 27.4 Table 2: Loma Bonita JORC Code Indicated and Inferred Mineral Resource (first released to ASX on 21 December 2016) Cut-Off Grade (g/t Au) JORC Code Classification Tonnes (Mt) ≥ 0.5 Indicated Mineral Resource Inferred Mineral Resource Total ≥ 0.21 Indicated Mineral Resource Inferred Mineral Resource Total 2.87 0.5 3.4 4.20 1.2 5.4 Gold Silver (kOz) (g/t) (Moz) 115.7 15 131 128.5 22 150 33.9 18 32.0 30.1 18 28 3.14 0.3 3.4 4.07 0.7 4.8 (g/t) 1.25 1.0 1.2 0.95 0.6 0.9 69 azure minerals limited annual report 2017 ASX Additional Information PROMONTORIO PROJECT Table 3: Cascada Mineral Resource above a 0.5% Cu Equivalent Cut-off within the Resource Constraining Shell Within Constraining Shell Cut off > 0.5% CuEq Classification Indicated Inferred Total Tonnage (tonnes) 810,000 1,140,000 1,950,000 Grade Contained Metal Cu (%) Au (g/t) Ag (g/t) CuEq (%) Cu (tonnes) Au (oz) Ag (oz) CuEq (tonnes) 1.1 0.7 0.9 1.4 1.7 1.6 28 26 27 2.0 1.8 1.8 9,000 8,400 36,000 720,000 63,200 960,000 15,900 20,000 17,400 99,200 1,680,000 35,900 Table 4: Cascada Mineral Resource above a 1.0% Cu Equivalent Cut-off below the Resource Constraining Shell Below Constraining Shell Cut off > 1.0% CuEq Grade Contained Metal Classification Tonnage (tonnes) Cu (%) Au (g/t) Ag (g/t) CuEq (%) Cu (tonnes) Au (oz) Indicated Inferred Total 30,000 80,000 110,000 1.0 1.3 1.2 0.8 2.7 2.3 17 22 21 1.5 2.7 2.4 300 1,100 1,400 700 7,300 8,000 Ag (oz) 20,000 60,000 80,000 CuEq (tonnes) 400 2,300 2,700 Table 5: Cascada Mineral Resource Total within and below the Resource Constraining Shell (first released to ASX on 7 May 2015) Total Resource Classification Indicated Inferred Total Tonnage (tonnes) 840,000 1,230,000 2,070,000 Grade Contained Metal Cu (%) Au (g/t) Ag (g/t) CuEq (%) Cu (tonnes) Au (oz) Ag (oz) CuEq (tonnes) 1.1 0.8 0.9 1.4 1.8 1.6 27 26 27 1.9 1.8 1.9 9,200 9,500 36,700 740,000 70,500 1,020,000 16,300 22,300 18,700 107,200 1,760,000 38,600 Table 6: Promontorio Project Mineral Resource (first released to ASX on 10 May 2013) Total Resource Grade Contained Metal Deposit Indicated Inferred Total Tonnage (tonnes) Cu (%) Au (g/t) Ag (g/t) CuEq (%) Cu (tonnes) Au (oz) Ag (oz) CuEq (tonnes) 610,000 230,000 840,000 2.7 1.8 2.5 1.7 1.5 1.6 56 56 56 4.4 3.3 4.1 16,700 32,500 1,090,000 26,700 4,100 11,300 410,000 7,500 20,800 43,800 1,500,00 34,200 70 azure minerals limited annual report 2017 ASX Additional Information COMPETENT PERSON STATEMENT: Information in this report that relates to previously reported Exploration Results has been crossed-referenced in this report to the date that it was reported to ASX. The information in this report that relates to the Mineral Resource for the Promontorio deposit was prepared and first disclosed to the ASX on 10 May 2013 under the JORC Code 2004. It has not been updated since to comply with the JORC Code 2012 on the basis that the information has not materially changed since it was last reported. The information in this report that relates to Mineral Resources for the Cascada deposit is extracted from the report “Cascada Mineral Resource Estimate” created and released to ASX on 7 May 2015 and is available to view on www.asx.com. The information in this report that relates to Mineral Resources for the Mesa de Plata deposit is extracted from the report “Mesa de Plata Mineral Resource” created and released to ASX on 1 December 2016 and is available to view on www.asx.com. The information in this report that relates to Mineral Resources for the Loma Bonita deposit is extracted from the report “Loma Bonita Mineral Resource” created and released to ASX on 21 December 2016 and is available to view on www.asx.com. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcements and that all material assumptions and technical parameters underpinning the estimates in the relevant market announcements continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcements. COPPER EQUIVALENCY STATEMENTS: Promontorio: Copper Equivalent (CuEq) was based on the following assumed metal prices that were guided by the three year averages at the data cut-off date 2 April 2013: US$3.25/lb for Cu, US$1,450/oz for Au and US$27.50/ oz for Ag. The CuEq grade accounts for the following metal recoveries: 97.9% for Cu, 93.4% for Au, and 97.0% for Ag. It is Azure’s belief that all elements included in the metal equivalent calculation have a reasonable potential to be recovered. The following formula was used to calculate the Copper Equivalent grade: CuEq (%) = (Cu% x 0.979) + (Au (g/t) x 0.6077) + (Ag (g/t) x 0.0120). Cascada: Copper Equivalent (CuEq) was based on the following assumed metal prices that were guided by the three year averages at the data cut-off date of 30 October 2014: US$3.40/lb for Cu, US$1,470/oz for Au and US$25.00/oz for Ag. The CuEq grade accounts for the following metal recoveries: 95.0% for Cu, 75.0% for Au, and 85.0% for Ag. It is Azure’s belief that all elements included in the metal equivalent calculation have a reasonable potential to be recovered. The following formula was used to calculate the Copper Equivalent grade: CuEq (%) = (Cu% x 0.95) + (Au (g/t) x 0.4729) + (Ag (g/t) x 0.0091). 71 azure minerals limited annual report 2017 Azure Minerals Limited Level 1, 34 Colin Street West Perth, WA 6005 Phone: +61 8 9481 2555 Fax: +61 8 9485 1290 Email: admin@azureminerals.com.au