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2019 ANNUAL REPORT
BANNERMAN RESOURCES LIMITED
Corporate Office
Suite 7, 245 Churchill Avenue, Subiaco WA 6008
PO Box 1973, Subiaco WA 6904
Telephone +61-8 9381 1436
Facsimile +61-8 9381 1068
www.bannermanresources.com
CORPORATE DIRECTORY
NON‐EXECUTIVE CHAIRMAN
Ronnie Beevor
CHIEF EXECUTIVE OFFICER & MANAGING DIRECTOR
Brandon Munro
NON‐EXECUTIVE DIRECTORS
Ian Burvill
Clive Jones
Mike Leech
PRINCIPAL & REGISTERED OFFICE
Suite 7, 245 Churchill Avenue
SUBIACO WA 6008
Australia
Telephone: +61 (8) 9381 1436
Facsimile: +61 (8) 9381 1068
AUDITORS
Ernst & Young
11 Mounts Bay Road
PERTH WA 6000
Telephone: +61 (8) 9429 2222
Facsimile: +61 (8) 9429 2432
SHARE REGISTRAR
Computershare (Australia)
Level 11
172 St George’s Terrace
PERTH WA 6000
Telephone from within Australia:
Telephone from outside Australia:
Facsimile:
1300 850 505
+61 (3) 9415 4000
+61 (8) 9323 2033
STOCK EXCHANGE LISTINGS
Australian Securities Exchange (ASX Code: BMN)
Namibian Stock Exchange (NSX Code: BMN)
OTC Markets (OTCQB Code: BNNLF)
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
This page is left intentionally blank
TABLE OF CONTENTS
TABLE OF CONTENTS
Chairman’s Letter to Shareholders .......................................................................................................... 1
Chairman’s Letter to Shareholders .......................................................................................................... 1
Board of Directors and Executives ........................................................................................................... 3
Board of Directors and Executives ........................................................................................................... 3
Directors’ Report ...................................................................................................................................... 5
Directors’ Report ...................................................................................................................................... 5
Remuneration Report .............................................................................................................................16
Remuneration Report .............................................................................................................................16
Financial Statements ..............................................................................................................................29
Financial Statements ..............................................................................................................................29
Directors’ Declaration ............................................................................................................................63
Directors’ Declaration ............................................................................................................................63
Independent Auditor’s Report to the Members ....................................................................................64
Independent Auditor’s Report to the Members ....................................................................................64
Additional ASX Information ....................................................................................................................69
Additional ASX Information ....................................................................................................................69
ABOUT BANNERMAN RESOURCES LIMITED
ABOUT BANNERMAN RESOURCES LIMITED
interests
About Bannerman ‐ Bannerman Resources Limited is an ASX and NSX listed exploration and development company
is a premier uranium mining
with uranium
jurisdiction. Bannerman’s principal asset is its 95%‐owned Etango Project situated near the Rössing uranium mine,
Paladin’s Langer Heinrich uranium mine and CGNPC’s Husab uranium mine. A definitive feasibility study and an
optimisation study has confirmed the viability of a large open pit and heap leach operation at one of the world’s
largest undeveloped uranium deposits.
in Namibia, a southern African country which
interests
About Bannerman ‐ Bannerman Resources Limited is an ASX and NSX listed exploration and development company
is a premier uranium mining
with uranium
jurisdiction. Bannerman’s principal asset is its 95%‐owned Etango Project situated near the Rössing uranium mine,
Paladin’s Langer Heinrich uranium mine and CGNPC’s Husab uranium mine. A definitive feasibility study and an
optimisation study has confirmed the viability of a large open pit and heap leach operation at one of the world’s
largest undeveloped uranium deposits.
in Namibia, a southern African country which
From 2015 to 2017, Bannerman conducted a large scale heap leach demonstration program to provide further
assurance to financing parties, generate process information for the detailed engineering design phase and build
at
and
www.bannermanresources.com.
available on Bannerman’s website
capability. More
information
enhance
internal
is
From 2015 to 2017, Bannerman conducted a large scale heap leach demonstration program to provide further
assurance to financing parties, generate process information for the detailed engineering design phase and build
at
and
www.bannermanresources.com.
available on Bannerman’s website
capability. More
information
enhance
internal
is
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
i
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
i
CHAIRMAN’S LETTER TO SHAREHOLDERS
CHAIRMAN’S LETTER TO SHAREHOLDERS
Dear Fellow Shareholder,
Dear Fellow Shareholder,
I am pleased to convey a sense of confidence when reflecting on the past year, a period in which our industry has
received abundant positive news. Whilst I believe that the coming year will be an exciting time for Bannerman
shareholders, 2019 has been a challenging year for equity markets including the uranium sector. I am confident that
your Company has a sound strategy for preserving shareholder value during this difficult period and positioning your
investment well for the next phase of the uranium cycle.
Production cuts by the world’s three largest uranium producers, Kazatomprom, Cameco and Orano, have led to a
substantial supply deficit which has been temporarily addressed through inventory draw down. Whilst we have not
yet experienced a turnaround in the uranium price, there has been a dramatic increase in the conversion price (the
price of converting U3O8 into UF6 gas) after supply shortages arose from the Metropolis conversion plant being
placed into care and maintenance. This price response has provided a strong indicator of the consequence of
ongoing uranium supply shortages.
Meanwhile, we are witnessing strong projected growth in nuclear demand led by China, India and Russia. The
United States’ nuclear power sector is enjoying the early stages of a revival, driven by government support and a
push for the development of Small Modular Reactors. Nuclear energy is finally earning rightful recognition for its
clean energy credentials in the context of climate mitigation policy, with inclusion in various policy documents
including the Inter‐governmental Panel on Climate Change.
The above trends are prominent in the World Nuclear Association’s Nuclear Fuel Report 2019, a biennial report that
considers three nuclear demand scenarios and the availability of supply across the nuclear fuel cycle: uranium,
conversion, enrichment, fabrication and secondary supply. Your CEO, Brandon Munro, played an important role as
Co‐Chair of the working group that determines the uranium demand projections. The report – in its 19th edition ‐
was widely praised as the best in many years. The report has forecast increased demand for uranium in all three
scenarios (the first improvement in demand since 2011) and provides a more realistic picture of the supply
challenges facing the industry. I am proud to say that this reflects very well on Bannerman and has maintained your
Company’s profile within the nuclear energy industry.
Despite the good news, shareholders of most uranium companies have endured a challenging year. The US s232
trade investigation into uranium imports muted investment activity for much of the last 12 months. Further, its
resolution in July triggered a sell‐off of US uranium equities, dragging down the sector despite the resolution being a
positive result for the uranium industry. The uranium spot price has drifted for most of 2019 on low volumes.
Broader equity markets have been volatile because of global macro concerns stemming from trade disputes and
other geo‐political tensions.
I am pleased to convey a sense of confidence when reflecting on the past year, a period in which our industry has
received abundant positive news. Whilst I believe that the coming year will be an exciting time for Bannerman
shareholders, 2019 has been a challenging year for equity markets including the uranium sector. I am confident that
your Company has a sound strategy for preserving shareholder value during this difficult period and positioning your
investment well for the next phase of the uranium cycle.
Production cuts by the world’s three largest uranium producers, Kazatomprom, Cameco and Orano, have led to a
substantial supply deficit which has been temporarily addressed through inventory draw down. Whilst we have not
yet experienced a turnaround in the uranium price, there has been a dramatic increase in the conversion price (the
price of converting U3O8 into UF6 gas) after supply shortages arose from the Metropolis conversion plant being
placed into care and maintenance. This price response has provided a strong indicator of the consequence of
ongoing uranium supply shortages.
Meanwhile, we are witnessing strong projected growth in nuclear demand led by China, India and Russia. The
United States’ nuclear power sector is enjoying the early stages of a revival, driven by government support and a
push for the development of Small Modular Reactors. Nuclear energy is finally earning rightful recognition for its
clean energy credentials in the context of climate mitigation policy, with inclusion in various policy documents
including the Inter‐governmental Panel on Climate Change.
The above trends are prominent in the World Nuclear Association’s Nuclear Fuel Report 2019, a biennial report that
considers three nuclear demand scenarios and the availability of supply across the nuclear fuel cycle: uranium,
conversion, enrichment, fabrication and secondary supply. Your CEO, Brandon Munro, played an important role as
Co‐Chair of the working group that determines the uranium demand projections. The report – in its 19th edition ‐
was widely praised as the best in many years. The report has forecast increased demand for uranium in all three
scenarios (the first improvement in demand since 2011) and provides a more realistic picture of the supply
challenges facing the industry. I am proud to say that this reflects very well on Bannerman and has maintained your
Company’s profile within the nuclear energy industry.
Despite the good news, shareholders of most uranium companies have endured a challenging year. The US s232
trade investigation into uranium imports muted investment activity for much of the last 12 months. Further, its
resolution in July triggered a sell‐off of US uranium equities, dragging down the sector despite the resolution being a
positive result for the uranium industry. The uranium spot price has drifted for most of 2019 on low volumes.
Broader equity markets have been volatile because of global macro concerns stemming from trade disputes and
other geo‐political tensions.
Bannerman’s strategy is focused on generating shareholder value through maintaining financial resilience,
enhancing the value of our flagship Etango uranium project in Namibia and positioning the company for the
expected recovery in the uranium price.
Bannerman’s strategy is focused on generating shareholder value through maintaining financial resilience,
enhancing the value of our flagship Etango uranium project in Namibia and positioning the company for the
expected recovery in the uranium price.
We have been rewarded for our financial resilience, at a time when many of our peers have faced dilutive capital
raisings in a difficult equities market. We have achieved this through continuing fiscal discipline that has reduced
our burn rate and maintained a healthy cash balance of $6.27m at 30 June 2019.
We have been rewarded for our financial resilience, at a time when many of our peers have faced dilutive capital
raisings in a difficult equities market. We have achieved this through continuing fiscal discipline that has reduced
our burn rate and maintained a healthy cash balance of $6.27m at 30 June 2019.
Management is focused on preserving and enhancing the value of our Etango uranium project. To this end we have
maintained the retention licence over Etango (MDRL 3345) and extended the environmental approvals for the
proposed Etango mine and all associated external infrastructure. During the year we undertook reconnaissance
drilling on Exclusive Prospecting Licence 3345 that identified the potential for additional satellite ore feed within
7km of the proposed Etango crusher and renewed the tenure of EPL 3345. Bannerman has continued to build the
foundations of a strong social licence, through best‐in‐class environmental performance and innovative investments
in education, conservation and community in Namibia.
Management is focused on preserving and enhancing the value of our Etango uranium project. To this end we have
maintained the retention licence over Etango (MDRL 3345) and extended the environmental approvals for the
proposed Etango mine and all associated external infrastructure. During the year we undertook reconnaissance
drilling on Exclusive Prospecting Licence 3345 that identified the potential for additional satellite ore feed within
7km of the proposed Etango crusher and renewed the tenure of EPL 3345. Bannerman has continued to build the
foundations of a strong social licence, through best‐in‐class environmental performance and innovative investments
in education, conservation and community in Namibia.
Further, the Etango project DFS Update will continue in the next year. Our team is working through prioritised
enhancement studies that have the potential to be NPV accretive through reducing anticipated capital expenditure
and operating costs. Once the optimisation phase is completed, and we have the market signals to develop the
Further, the Etango project DFS Update will continue in the next year. Our team is working through prioritised
enhancement studies that have the potential to be NPV accretive through reducing anticipated capital expenditure
and operating costs. Once the optimisation phase is completed, and we have the market signals to develop the
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
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CHAIRMAN’S LETTER TO SHAREHOLDERS
CHAIRMAN’S LETTER TO SHAREHOLDERS
Etango mine, the Company will conclude the DFS Update by undertaking definitive level engineering to incorporate
identified project enhancements and update the procurement process.
Etango mine, the Company will conclude the DFS Update by undertaking definitive level engineering to incorporate
identified project enhancements and update the procurement process.
I believe that Bannerman is now exceptionally well positioned to respond positively to the uranium recovery.
Brandon Munro has an enviable profile as an international uranium expert and his role within World Nuclear
Association has built relationships with future industry partners. The unique advantages of Etango are understood
by an increasing number of investors, in the context of the vital importance of African uranium to the future world
market. We are fortunate to maintain significant uranium expertise within our small team. In fact, for a small
company we can claim exceptional uranium and nuclear sector experience from Mike Leech, Werner Ewald, Dustin
Garrow and Brandon Munro, all of whom are also well‐versed in Namibia. This ensures we have the key executives
in place from which a development team can be built when we have the right market signals.
I believe that Bannerman is now exceptionally well positioned to respond positively to the uranium recovery.
Brandon Munro has an enviable profile as an international uranium expert and his role within World Nuclear
Association has built relationships with future industry partners. The unique advantages of Etango are understood
by an increasing number of investors, in the context of the vital importance of African uranium to the future world
market. We are fortunate to maintain significant uranium expertise within our small team. In fact, for a small
company we can claim exceptional uranium and nuclear sector experience from Mike Leech, Werner Ewald, Dustin
Garrow and Brandon Munro, all of whom are also well‐versed in Namibia. This ensures we have the key executives
in place from which a development team can be built when we have the right market signals.
I am delighted to note that specialist uranium funds – including our largest shareholder Tribeca Investment Partners
‐ collectively hold approximately 25% of the shares in your Company. Those funds are managed by some of the
brightest uranium minds in the world – and their investment provides a tremendous vote of confidence in
Bannerman’s Etango project, board and management and corporate strategy.
I am delighted to note that specialist uranium funds – including our largest shareholder Tribeca Investment Partners
‐ collectively hold approximately 25% of the shares in your Company. Those funds are managed by some of the
brightest uranium minds in the world – and their investment provides a tremendous vote of confidence in
Bannerman’s Etango project, board and management and corporate strategy.
The next year holds a great deal of promise for the uranium sector and your investment in Bannerman. The last few
weeks have provided signals that the uranium spot price is recovering and uranium buyers are becoming
increasingly aware of supply/demand imbalances as production discipline is enforced in the context of growing
nuclear demand.
The next year holds a great deal of promise for the uranium sector and your investment in Bannerman. The last few
weeks have provided signals that the uranium spot price is recovering and uranium buyers are becoming
increasingly aware of supply/demand imbalances as production discipline is enforced in the context of growing
nuclear demand.
I would like to extend our thanks to all Bannerman stakeholders, including the Namibian government, the One
Economy Foundation (who hold a 5% ownership of the Etango Project) and our supportive host community in
Namibia. I would also like to recognise the effectiveness and dedication of the Bannerman team in Australia and
Namibia.
I would like to extend our thanks to all Bannerman stakeholders, including the Namibian government, the One
Economy Foundation (who hold a 5% ownership of the Etango Project) and our supportive host community in
Namibia. I would also like to recognise the effectiveness and dedication of the Bannerman team in Australia and
Namibia.
I look forward to meeting with you at the upcoming Annual General Meeting.
I look forward to meeting with you at the upcoming Annual General Meeting.
Yours sincerely,
Yours sincerely,
Ronnie Beevor
Chairman
Ronnie Beevor
Chairman
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
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2019 ANNUAL REPORT
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BOARD OF DIRECTORS AND EXECUTIVES
BOARD OF DIRECTORS AND EXECUTIVES
BOARD OF DIRECTORS
Ronald (Ronnie) Beevor
B.A. (Hons)
Non‐Executive Chairman
Term of Office
Director since 27 July 2009, Chairman since 21
November 2012
Independent: Yes
Skills, experience and expertise
in
Ronnie has more than 30 years of experience
investment banking,
including being the Head of
Investment Banking at NM Rothschild & Sons (Australia)
Limited between 1997 and 2002. During his career,
Ronnie has had an extensive involvement in the natural
resources industry, both in Australia and internationally.
Amongst a broad range of former mining company
directorships, Ronnie was a director of Oxiana Limited
which successfully developed the Sepon gold‐copper
project in Laos as well as the Prominent Hill copper‐gold
project in South Australia.
Ronnie has an Honours Degree in Philosophy, Politics
and Economics from Oxford University
(UK) and
qualified as a chartered accountant in London in 1972.
Special Responsibilities
Member of the Audit Committee
Member of
Corporate Governance Committee
the Remuneration, Nomination and
Current ASX listed directorships
Nil
Former ASX listed directorships over the past three
years
MZI Resources Limited (15 April 2016 to 16 April 2019)
Wolf Minerals Limited (20 September 2013 to 18
October 2018)
Brandon Munro
LLB, B.Econ, GAICD, F Fin
Chief Executive Officer (CEO) and Managing Director
Term of Office:
CEO and Managing Director since 9 March 2016
Independent: No
Skills, experience and expertise
Brandon is a quantitative economist and lawyer with 20
years of experience as a corporate lawyer and resources
executive, including serving as Bannerman’s General
Manager between 2009‐2011, based in Namibia. Before
joining Bannerman as CEO/Managing Director, Brandon
was Managing Director of ASX‐listed Kunene Resources
Ltd, a base metals explorer that discovered the Opuwo
Cobalt Project in Namibia.
Brandon lived in Namibia between 2009‐2015, where he
served as Governance Advisor to the Namibian Uranium
Association and Strategic Advisor – Mining Charter to
the Namibian Chamber of Mines. He current serves as
Chair of the Demand Working Group for the World
Nuclear Association’s Nuclear Fuel Report. Brandon’s
voluntary roles include as Trustee of Save the Rhino
Trust Namibia, a high‐profile Namibian NGO, and Board
member of the Murdoch University Art Collection. He is
a non‐executive director of ASX‐listed Novatti Group Ltd
and chairman of Scandivanadium Ltd.
Special Responsibilities
Managing Director
Current ASX listed directorships
Scandivanadium Limited (appointed 13 November 2018)
Novatti Group Limited (appointed 12 October 2015)
Former ASX listed directorships over the past three
years
Rewardle Holdings Limited (25 March 2014 to 30 May
2017)
Ian Burvill
BEng (Mech), MBA, MIEAust, CPEng, M.AusIMM, GAICD
Non‐Executive Director
Term of Office
Director since 14 June 2012
Independent Yes
Skills, experience and expertise
Ian has over 30 years of mining industry experience. He
started his career as a mechanical engineer, then
worked as a merchant banker before becoming a senior
executive in private equity. He is a former Partner of
Resource Capital Funds (RCF) and a past Associate
Director of Rothschild Australia Limited. Ian has sat on
the boards of nine mining companies, two mining
services groups, a mining venture capital firm and a
leading mining private equity firm. He was nominated to
Bannerman’s board by RCF. Ian is classified as an
Independent Director as RCF reduced its shareholding to
nil in September 2018.
Special Responsibilities
Chairman of
Corporate Governance Committee
Member of the Audit Committee
the Remuneration, Nomination and
Current ASX listed directorships
Scandivanadium Limited (appointed 13 November 2018)
Former ASX listed directorships over the past three
years
Nil
BOARD OF DIRECTORS
Ronald (Ronnie) Beevor
B.A. (Hons)
Non‐Executive Chairman
Term of Office
Director since 27 July 2009, Chairman since 21
November 2012
Independent: Yes
Skills, experience and expertise
in
Ronnie has more than 30 years of experience
investment banking,
including being the Head of
Investment Banking at NM Rothschild & Sons (Australia)
Limited between 1997 and 2002. During his career,
Ronnie has had an extensive involvement in the natural
resources industry, both in Australia and internationally.
Amongst a broad range of former mining company
directorships, Ronnie was a director of Oxiana Limited
which successfully developed the Sepon gold‐copper
project in Laos as well as the Prominent Hill copper‐gold
project in South Australia.
Ronnie has an Honours Degree in Philosophy, Politics
and Economics from Oxford University
(UK) and
qualified as a chartered accountant in London in 1972.
Special Responsibilities
Member of the Audit Committee
Member of
Corporate Governance Committee
the Remuneration, Nomination and
Current ASX listed directorships
Nil
Former ASX listed directorships over the past three
years
MZI Resources Limited (15 April 2016 to 16 April 2019)
Wolf Minerals Limited (20 September 2013 to 18
October 2018)
Brandon Munro
LLB, B.Econ, GAICD, F Fin
Chief Executive Officer (CEO) and Managing Director
Term of Office:
CEO and Managing Director since 9 March 2016
Independent: No
Skills, experience and expertise
Brandon is a quantitative economist and lawyer with 20
years of experience as a corporate lawyer and resources
executive, including serving as Bannerman’s General
Manager between 2009‐2011, based in Namibia. Before
joining Bannerman as CEO/Managing Director, Brandon
was Managing Director of ASX‐listed Kunene Resources
Ltd, a base metals explorer that discovered the Opuwo
Cobalt Project in Namibia.
Brandon lived in Namibia between 2009‐2015, where he
served as Governance Advisor to the Namibian Uranium
Association and Strategic Advisor – Mining Charter to
the Namibian Chamber of Mines. He current serves as
Chair of the Demand Working Group for the World
Nuclear Association’s Nuclear Fuel Report. Brandon’s
voluntary roles include as Trustee of Save the Rhino
Trust Namibia, a high‐profile Namibian NGO, and Board
member of the Murdoch University Art Collection. He is
a non‐executive director of ASX‐listed Novatti Group Ltd
and chairman of Scandivanadium Ltd.
Special Responsibilities
Managing Director
Current ASX listed directorships
Scandivanadium Limited (appointed 13 November 2018)
Novatti Group Limited (appointed 12 October 2015)
Former ASX listed directorships over the past three
years
Rewardle Holdings Limited (25 March 2014 to 30 May
2017)
Ian Burvill
BEng (Mech), MBA, MIEAust, CPEng, M.AusIMM, GAICD
Non‐Executive Director
Term of Office
Director since 14 June 2012
Independent Yes
Skills, experience and expertise
Ian has over 30 years of mining industry experience. He
started his career as a mechanical engineer, then
worked as a merchant banker before becoming a senior
executive in private equity. He is a former Partner of
Resource Capital Funds (RCF) and a past Associate
Director of Rothschild Australia Limited. Ian has sat on
the boards of nine mining companies, two mining
services groups, a mining venture capital firm and a
leading mining private equity firm. He was nominated to
Bannerman’s board by RCF. Ian is classified as an
Independent Director as RCF reduced its shareholding to
nil in September 2018.
Special Responsibilities
Chairman of
Corporate Governance Committee
Member of the Audit Committee
the Remuneration, Nomination and
Current ASX listed directorships
Scandivanadium Limited (appointed 13 November 2018)
Former ASX listed directorships over the past three
years
Nil
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
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2019 ANNUAL REPORT
3
BOARD OF DIRECTORS AND EXECUTIVES
BOARD OF DIRECTORS AND EXECUTIVES
Clive Jones
B.App.Sc(Geol), M.AusIMM
Non‐Executive Director
Term of Office
Director since 12 January 2007
Independent No
Skills, experience and expertise
Clive has more than 25 years of experience in mineral
exploration, across a diverse range of commodities
including gold, base metals, mineral sands, uranium and
iron ore. Clive is the original vendor of the Company’s
Etango Project in Namibia.
Special Responsibilities
Chairman of the Health, Safety, Environment and
Community Committee
Member of
Corporate Governance Committee
the Remuneration, Nomination and
Current ASX listed directorships
Cazaly Resources Limited (Joint Managing Director)
(appointed 15 September 2003)
Corazon Mining Limited (appointed 10 February 2005)
Former ASX listed directorships over the past three
years
Nil
Mike Leech
FCIS (Accountancy)
Non‐Executive Director
Term of Office
Director since 12 April 2017
Independent Yes
Skills, experience and expertise
Mike is a respected statesman of the Namibian mining
industry. He is a former Managing Director of Rössing
Uranium Ltd, past president of the Namibian Chamber
of Mines and past Chairman of the Namibian Uranium
Association. His career with Rio Tinto started in 1982
when he joined Rössing as an accountant and included a
posting as Administration Director of Anglesey
Aluminium before returning to Rössing in 1997 as Chief
Financial Officer. Mike was Managing Director of
Rössing, then the largest open pit uranium mine in the
world, for 6 years until he retired in 2011. Since
retirement Mike has consulted to the uranium sector
and served as a non‐executive director of ASX‐listed
Kunene Resources Ltd, a base metals explorer that
discovered the Opuwo Cobalt Project in Namibia.
Mike’s commitment to corporate social responsibility in
Namibia is well known, including as a former Trustee of
Save the Rhino Trust Namibia and the Rössing
Foundation.
Mike was named an honorary life member of the
Namibian Uranium Association in recognition of his
singular service to the uranium industry.
Special Responsibilities
Chairman of Bannerman’s 95% owned Namibian
subsidiary, Bannerman Mining Resources (Namibia)
(Pty) Ltd
Chairman of the Audit Committee
Member of the Health, Safety, Environment and
Community Committee
Current ASX listed directorships
Nil
Former ASX listed directorships over the past three
years
Nil
COMPANY SECRETARY
Robert Dalton
BA (Hons), FCCA, AGIA, ACIS, ATI
Term of Office
Company Secretary since 17 September 2014
Skills, experience and expertise
in
Robert has more than 15 years of experience
auditing, accounting and secretarial
He
commenced his career at an international accounting
firm and has had significant exposure to the resources
sector. His most recent appointment was that of Chief
Financial Officer and Company Secretary at Tangiers
Petroleum Ltd.
roles.
EXECUTIVE
Werner Ewald
BSc (Elect), MBA (Stellenbosch)
Managing Director, Bannerman Mining Resources
(Namibia) (Pty) Ltd
Term of Office
Since 24 June 2010
Skills, experience and expertise
Werner joined Bannerman in June 2010 as the Etango
Project Co‐ordinator following 22 years with Rio Tinto
which included 20 years at the Rössing Uranium Mine in
Namibia and 2 years at the Tarong Coal Mine in
Queensland, Australia. He held numerous operational
roles at Rössing including Engineering Manager, Mine
Operations Manager and Business
Improvement
Manager. Prior to Rio Tinto he worked with the De
Beers Group at their underground operations near
Kimberly, South Africa and the Namdeb alluvial
operations in Namibia.
Clive Jones
B.App.Sc(Geol), M.AusIMM
Non‐Executive Director
Term of Office
Director since 12 January 2007
Independent No
Skills, experience and expertise
Clive has more than 25 years of experience in mineral
exploration, across a diverse range of commodities
including gold, base metals, mineral sands, uranium and
iron ore. Clive is the original vendor of the Company’s
Etango Project in Namibia.
Special Responsibilities
Chairman of the Health, Safety, Environment and
Community Committee
Member of
Corporate Governance Committee
the Remuneration, Nomination and
Current ASX listed directorships
Cazaly Resources Limited (Joint Managing Director)
(appointed 15 September 2003)
Corazon Mining Limited (appointed 10 February 2005)
Former ASX listed directorships over the past three
years
Nil
Mike Leech
FCIS (Accountancy)
Non‐Executive Director
Term of Office
Director since 12 April 2017
Independent Yes
Skills, experience and expertise
Mike is a respected statesman of the Namibian mining
industry. He is a former Managing Director of Rössing
Uranium Ltd, past president of the Namibian Chamber
of Mines and past Chairman of the Namibian Uranium
Association. His career with Rio Tinto started in 1982
when he joined Rössing as an accountant and included a
posting as Administration Director of Anglesey
Aluminium before returning to Rössing in 1997 as Chief
Financial Officer. Mike was Managing Director of
Rössing, then the largest open pit uranium mine in the
world, for 6 years until he retired in 2011. Since
retirement Mike has consulted to the uranium sector
and served as a non‐executive director of ASX‐listed
Kunene Resources Ltd, a base metals explorer that
discovered the Opuwo Cobalt Project in Namibia.
Mike’s commitment to corporate social responsibility in
Namibia is well known, including as a former Trustee of
Save the Rhino Trust Namibia and the Rössing
Foundation.
Mike was named an honorary life member of the
Namibian Uranium Association in recognition of his
singular service to the uranium industry.
Special Responsibilities
Chairman of Bannerman’s 95% owned Namibian
subsidiary, Bannerman Mining Resources (Namibia)
(Pty) Ltd
Chairman of the Audit Committee
Member of the Health, Safety, Environment and
Community Committee
Current ASX listed directorships
Nil
Former ASX listed directorships over the past three
years
Nil
COMPANY SECRETARY
Robert Dalton
BA (Hons), FCCA, AGIA, ACIS, ATI
Term of Office
Company Secretary since 17 September 2014
Skills, experience and expertise
in
Robert has more than 15 years of experience
auditing, accounting and secretarial
He
commenced his career at an international accounting
firm and has had significant exposure to the resources
sector. His most recent appointment was that of Chief
Financial Officer and Company Secretary at Tangiers
Petroleum Ltd.
roles.
EXECUTIVE
Werner Ewald
BSc (Elect), MBA (Stellenbosch)
Managing Director, Bannerman Mining Resources
(Namibia) (Pty) Ltd
Term of Office
Since 24 June 2010
Skills, experience and expertise
Werner joined Bannerman in June 2010 as the Etango
Project Co‐ordinator following 22 years with Rio Tinto
which included 20 years at the Rössing Uranium Mine in
Namibia and 2 years at the Tarong Coal Mine in
Queensland, Australia. He held numerous operational
roles at Rössing including Engineering Manager, Mine
Operations Manager and Business
Improvement
Manager. Prior to Rio Tinto he worked with the De
Beers Group at their underground operations near
Kimberly, South Africa and the Namdeb alluvial
operations in Namibia.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
4
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
4
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2019
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2019
The directors present their report on the consolidated entity comprising Bannerman Resources Limited
(“Bannerman” or the “Company”) and its controlled entities (the “Group”) for the year ended 30 June 2019 (“the
financial year”). Bannerman is a company limited by shares that is incorporated and domiciled in Australia.
The directors present their report on the consolidated entity comprising Bannerman Resources Limited
(“Bannerman” or the “Company”) and its controlled entities (the “Group”) for the year ended 30 June 2019 (“the
financial year”). Bannerman is a company limited by shares that is incorporated and domiciled in Australia.
BOARD OF DIRECTORS
BOARD OF DIRECTORS
The directors of Bannerman in office during the financial year and up to the date of this report were:
The directors of Bannerman in office during the financial year and up to the date of this report were:
Name
Ronnie Beevor
Brandon Munro
Ian Burvill
Clive Jones
Mike Leech
Position
Independent
Non‐Executive Chairman
Chief Executive Officer
Non‐Executive Director
Non‐Executive Director
Non‐Executive Director
Yes
No
Yes
No
Yes
Appointed
27 July 2009
9 March 2016
14 June 2012
12 January 2007
12 April 2017
Name
Ronnie Beevor
Brandon Munro
Ian Burvill
Clive Jones
Mike Leech
Position
Independent
Non‐Executive Chairman
Chief Executive Officer
Non‐Executive Director
Non‐Executive Director
Non‐Executive Director
Yes
No
Yes
No
Yes
Appointed
27 July 2009
9 March 2016
14 June 2012
12 January 2007
12 April 2017
COMPANY SECRETARY
COMPANY SECRETARY
The company secretary of Bannerman in office during the financial year and up to the date of this report was:
The company secretary of Bannerman in office during the financial year and up to the date of this report was:
Name
Appointed
Robert Dalton
17 September 2014
Name
Appointed
Robert Dalton
17 September 2014
INFORMATION ON DIRECTORS AND COMPANY SECRETARY
INFORMATION ON DIRECTORS AND COMPANY SECRETARY
Particulars on the skills, experience, expertise and responsibilities of each director and the company secretary at the
date of this report, including all directorships of other companies listed on the Australian Securities Exchange, held or
previously held by a director at any time in the past three years, are set out on pages 2 to 4 of this report.
Particulars on the skills, experience, expertise and responsibilities of each director and the company secretary at the
date of this report, including all directorships of other companies listed on the Australian Securities Exchange, held or
previously held by a director at any time in the past three years, are set out on pages 2 to 4 of this report.
BOARD MEETING ATTENDANCE
BOARD MEETING ATTENDANCE
Particulars of the number of meetings of the Board of directors of Bannerman and each Board committee of
directors held and attended by each director during the 12 months ended 30 June 2019 are set out in Table 1 below.
Particulars of the number of meetings of the Board of directors of Bannerman and each Board committee of
directors held and attended by each director during the 12 months ended 30 June 2019 are set out in Table 1 below.
Table 1. Directors in Office and attendance at Board and Board Committee Meetings during 2018/2019
Table 1. Directors in Office and attendance at Board and Board Committee Meetings during 2018/2019
Board meetings
Board committee meetings
Remuneration,
Nomination & Corp.
Governance
Committee
Health, Safety,
Environment and
Community
Committee
Audit Committee
A
6
6
6
6
6
B
6
6
6
6
6
A
2
2*
2
2*
2
B
2
‐
2
‐
2
A
3
3*
3
3
‐
B
3
‐
3
3
‐
A
1*
2*
1*
2
2
B
‐
‐
‐
2
2
Ronnie Beevor
Brandon Munro
Ian Burvill
Clive Jones
Mike Leech
Board meetings
Board committee meetings
Remuneration,
Nomination & Corp.
Governance
Committee
Health, Safety,
Environment and
Community
Committee
Audit Committee
A
6
6
6
6
6
B
6
6
6
6
6
A
2
2*
2
2*
2
B
2
‐
2
‐
2
A
3
3*
3
3
‐
B
3
‐
3
3
‐
A
1*
2*
1*
2
2
B
‐
‐
‐
2
2
Ronnie Beevor
Brandon Munro
Ian Burvill
Clive Jones
Mike Leech
A = Number of meetings attended
B = Number of meetings held during the time the director held office or was a member of the relevant committee during the year.
Indicates that a Director attended some or all meetings by invitation whilst not being a member of a specific committee.
*
A = Number of meetings attended
B = Number of meetings held during the time the director held office or was a member of the relevant committee during the year.
Indicates that a Director attended some or all meetings by invitation whilst not being a member of a specific committee.
*
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
5
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
5
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
DIRECTORS’ INTERESTS IN SECURITIES IN BANNERMAN
DIRECTORS’ INTERESTS IN SECURITIES IN BANNERMAN
As at the date of this report, the relevant interests of each director in the ordinary shares and share options in
Bannerman, as notified to the Australian Securities Exchange in accordance with s205G(1) of the Corporations Act
2001, are as follows:
As at the date of this report, the relevant interests of each director in the ordinary shares and share options in
Bannerman, as notified to the Australian Securities Exchange in accordance with s205G(1) of the Corporations Act
2001, are as follows:
Fully Paid Ordinary Shares
Share Options
Performance Rights
Fully Paid Ordinary Shares
Share Options
Performance Rights
Beneficial,
private
company or
trust
6,243,643
2,500,000
‐
77,207,668
‐
Own name
‐
‐
‐
‐
‐
Ronnie Beevor
Brandon Munro
Ian Burvill
Clive Jones
Mike Leech
PRINCIPAL ACTIVITIES
Beneficial,
private
company or
trust
‐
‐
‐
7,458,700
Own name
Beneficial,
private
company or
trust
14,917,500
‐
‐
21,045,500
6,377,400
‐
‐
5,705,900
‐
‐
‐
Own name
‐
‐
‐
‐
‐
Beneficial,
private
company or
trust
6,243,643
2,500,000
‐
77,207,668
‐
Own name
‐
‐
‐
‐
‐
Ronnie Beevor
Brandon Munro
Ian Burvill
Clive Jones
Mike Leech
PRINCIPAL ACTIVITIES
Beneficial,
private
company or
trust
‐
‐
‐
7,458,700
Own name
Beneficial,
private
company or
trust
14,917,500
‐
‐
21,045,500
6,377,400
‐
‐
5,705,900
Own name
‐
‐
‐
‐
‐
‐
‐
‐
Bannerman Resources Limited is an exploration and development company with uranium interests in Namibia, a
southern African country which is a premier uranium mining jurisdiction. Bannerman’s principal asset is its 95%‐
owned Etango Project situated southwest of CNNC’s Rössing uranium mine and CGNPC’s Husab Mine and to the
north west of Paladin Energy’s Langer‐Heinrich mine. Etango is one of the world’s largest undeveloped uranium
deposits. Bannerman is focused on the development of a large open pit uranium operation at Etango.
Bannerman Resources Limited is an exploration and development company with uranium interests in Namibia, a
southern African country which is a premier uranium mining jurisdiction. Bannerman’s principal asset is its 95%‐
owned Etango Project situated southwest of CNNC’s Rössing uranium mine and CGNPC’s Husab Mine and to the
north west of Paladin Energy’s Langer‐Heinrich mine. Etango is one of the world’s largest undeveloped uranium
deposits. Bannerman is focused on the development of a large open pit uranium operation at Etango.
OPERATING AND FINANCIAL REVIEW
CORPORATE
Exercise of Director Options
OPERATING AND FINANCIAL REVIEW
CORPORATE
Exercise of Director Options
During the year, the Company’s Chairman, Mr Ronnie Beevor, exercised 3,923,000 options at an exercise price of
A$0.044 and their exercise generated a cash inflow of A$172,612.
During the year, the Company’s Chairman, Mr Ronnie Beevor, exercised 3,923,000 options at an exercise price of
A$0.044 and their exercise generated a cash inflow of A$172,612.
Issued Securities
Issued Securities
At the date of this report, the Company has on issue 1,041,587,214 ordinary shares, 41,652,934 performance and
share rights and 41,926,800 unlisted share options. The share rights and share options are subject to various
performance targets and continuous employment periods.
At the date of this report, the Company has on issue 1,041,587,214 ordinary shares, 41,652,934 performance and
share rights and 41,926,800 unlisted share options. The share rights and share options are subject to various
performance targets and continuous employment periods.
Employee Incentive Plan
Employee Incentive Plan
The Company has implemented changes to streamline its Employee Incentive Plan (“EIP”), to optimise the
functioning of and reduce the administrative cost of managing the EIP. One of these measures is an alignment of
share price performance with the Company’s financial year by setting the 20 trading day Volume Weighted Average
Price to 30 June each year, instead of the 20 trading days ending on the day of the Company’s AGM in November.
The Company has implemented changes to streamline its Employee Incentive Plan (“EIP”), to optimise the
functioning of and reduce the administrative cost of managing the EIP. One of these measures is an alignment of
share price performance with the Company’s financial year by setting the 20 trading day Volume Weighted Average
Price to 30 June each year, instead of the 20 trading days ending on the day of the Company’s AGM in November.
The baseline price for the 2019 EIP Performance Rights is therefore 4.5 cents per share, being the Volume Weighted
Average Price for the 20 trading days ended 28 June 2019 (as there was no trading on 29 or 30 June 2019).
The baseline price for the 2019 EIP Performance Rights is therefore 4.5 cents per share, being the Volume Weighted
Average Price for the 20 trading days ended 28 June 2019 (as there was no trading on 29 or 30 June 2019).
There is no change to the planned timing of issuance of Performance Rights to employees, which remains set for
November each year. Shareholder approval is required at the Company’s AGM for any offer of Performance Rights
to Bannerman’s Chief Executive Officer.
There is no change to the planned timing of issuance of Performance Rights to employees, which remains set for
November each year. Shareholder approval is required at the Company’s AGM for any offer of Performance Rights
to Bannerman’s Chief Executive Officer.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
6
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
6
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
ETANGO URANIUM PROJECT (BANNERMAN 95%)
Overview
The Etango Project is one of the world’s largest
undeveloped uranium deposits, located in the Erongo
uranium mining region of Namibia which hosts the
Rössing, Husab and Langer‐Heinrich mines. Etango is
73km by road from Walvis Bay, one of southern
Africa’s busiest deep‐water ports through which
uranium has been exported for over 35 years. Road,
rail, electricity and water networks are all located
nearby.
DFS (completed in 2012)
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
ETANGO URANIUM PROJECT (BANNERMAN 95%)
Overview
The Etango Project is one of the world’s largest
undeveloped uranium deposits, located in the Erongo
uranium mining region of Namibia which hosts the
Rössing, Husab and Langer‐Heinrich mines. Etango is
73km by road from Walvis Bay, one of southern
Africa’s busiest deep‐water ports through which
uranium has been exported for over 35 years. Road,
rail, electricity and water networks are all located
nearby.
DFS (completed in 2012)
Bannerman completed the DFS and Environmental and
Social Impact Assessment (“ESIA”) on the Etango
project in 2012. The respective studies, as announced
to the market on 10 April 2012, confirmed the
technical, economic and environmental viability of the
project at historical term uranium prices.
Figure 1 – The Etango Project showing MDRL 3345 and EPL 3345
Bannerman completed the DFS and Environmental and
Social Impact Assessment (“ESIA”) on the Etango
project in 2012. The respective studies, as announced
to the market on 10 April 2012, confirmed the
technical, economic and environmental viability of the
project at historical term uranium prices.
Figure 1 – The Etango Project showing MDRL 3345 and EPL 3345
DFS Update to continue with funding for optimisation opportunities
DFS Update to continue with funding for optimisation opportunities
With a strong cash balance (A$6.3 million at year end), the Company is well funded to continue the Etango Project
Definitive Feasibility Study (DFS) Update. A number of optimisation opportunities are being prioritised and the
Company will progressively undertake optimisation studies that have the potential to be NPV accretive through
reducing anticipated capital expenditure and/or operating costs. Once the optimisation phase is completed, the
Company will conclude the DFS Update by undertaking definitive level engineering to incorporate identified project
enhancements and update the procurement process.
With a strong cash balance (A$6.3 million at year end), the Company is well funded to continue the Etango Project
Definitive Feasibility Study (DFS) Update. A number of optimisation opportunities are being prioritised and the
Company will progressively undertake optimisation studies that have the potential to be NPV accretive through
reducing anticipated capital expenditure and/or operating costs. Once the optimisation phase is completed, the
Company will conclude the DFS Update by undertaking definitive level engineering to incorporate identified project
enhancements and update the procurement process.
Regulatory Approvals
Regulatory Approvals
Exclusive Prospecting Licence 3345 (EPL 3345) was renewed for a further 2 year term. EPL 3345 is situated
immediately north of Bannerman’s Mineral Deposit Retention Licence 3345, on which the Etango Uranium Project
and all proposed mine infrastructure is located.
The renewal of the Environmental Clearance Certificate for the Linear Infrastructure of the Etango Project was
received from the Ministry of Environment & Tourism. This approval includes the external infrastructure for the
Etango mine, such as power and water lines and transport infrastructure, and is valid for a further 3 years.
Exclusive Prospecting Licence 3345 (EPL 3345) was renewed for a further 2 year term. EPL 3345 is situated
immediately north of Bannerman’s Mineral Deposit Retention Licence 3345, on which the Etango Uranium Project
and all proposed mine infrastructure is located.
The renewal of the Environmental Clearance Certificate for the Linear Infrastructure of the Etango Project was
received from the Ministry of Environment & Tourism. This approval includes the external infrastructure for the
Etango mine, such as power and water lines and transport infrastructure, and is valid for a further 3 years.
Reconnaissance Drilling
Reconnaissance Drilling
The reconnaissance drilling program, results of which were announced on 28 February 2019, tested two targets,
Ombepo and Rössingberg, both situated immediately north of Bannerman’s Etango Uranium Project. A total of
eight reverse circulation (RC) drillholes were drilled for 973m. Four drillholes (for 575m) were drilled at the Ombepo
prospect and four drillholes (for 398m) were drilled at the Rössingberg prospect. Both prospects have coincident
radon anomalies and surface mineralisation.
The reconnaissance drilling program, results of which were announced on 28 February 2019, tested two targets,
Ombepo and Rössingberg, both situated immediately north of Bannerman’s Etango Uranium Project. A total of
eight reverse circulation (RC) drillholes were drilled for 973m. Four drillholes (for 575m) were drilled at the Ombepo
prospect and four drillholes (for 398m) were drilled at the Rössingberg prospect. Both prospects have coincident
radon anomalies and surface mineralisation.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
7
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
7
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
Figure 2: Target locations and drillhole collars relative to the proposed mine infrastructure at Etango
Figure 2: Target locations and drillhole collars relative to the proposed mine infrastructure at Etango
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
8
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
8
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
Ombepo Prospect
Ombepo Prospect
The objective of the reconnaissance drilling at the Ombepo prospect was to test the down‐dip continuation of
uraniferous alaskite bodies identified at surface. All four holes drilled at the Ombepo prospect intersected
uraniferous alaskite at depth.
Drillholes GOBRC0007 and GOBRC0008 were drilled on the same section line 50m apart (see Figure 3). These
drillholes intersected the continuation of the alaskite bodies with associated uranium mineralisation at depth (see
Figure 4). The alaskite body, as well as the uranium mineralisation, extends on this section line from drillhole
GOBRC0007 down‐dip to drillhole GOBRC0008.
The objective of the reconnaissance drilling at the Ombepo prospect was to test the down‐dip continuation of
uraniferous alaskite bodies identified at surface. All four holes drilled at the Ombepo prospect intersected
uraniferous alaskite at depth.
Drillholes GOBRC0007 and GOBRC0008 were drilled on the same section line 50m apart (see Figure 3). These
drillholes intersected the continuation of the alaskite bodies with associated uranium mineralisation at depth (see
Figure 4). The alaskite body, as well as the uranium mineralisation, extends on this section line from drillhole
GOBRC0007 down‐dip to drillhole GOBRC0008.
Figure 3: Drillhole collars at Ombepo target
Figure 3: Drillhole collars at Ombepo target
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
9
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
9
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
Figure 4: Section line showing Ombepo drillholes GOBRC0007 and GOBRC0008
Figure 4: Section line showing Ombepo drillholes GOBRC0007 and GOBRC0008
Drillhole GOBRC0009 was positioned on a section line 110m to the northeast along strike. The results from drillhole
COBRC0009 confirmed a 110m strike extent of the alaskite bodies and uranium mineralisation. Due to the
topography in the area, it was not possible to test the full strike extent of the uranium mineralisation with the
reconnaissance drilling program.
Drillhole GOBRC0009 was positioned on a section line 110m to the northeast along strike. The results from drillhole
COBRC0009 confirmed a 110m strike extent of the alaskite bodies and uranium mineralisation. Due to the
topography in the area, it was not possible to test the full strike extent of the uranium mineralisation with the
reconnaissance drilling program.
Drillhole GOBRC0010 confirmed some down‐dip extension of uraniferous alaskite further north along strike.
Drillhole GOBRC0010 confirmed some down‐dip extension of uraniferous alaskite further north along strike.
Rössingberg Prospect
Rössingberg Prospect
The objective of the Rössingberg reconnaissance drilling was to test the strike extent of uranium mineralisation
intersected during Bannerman’s 2008 drilling program at the prospect. The drilling was done on two section lines
situated 150m to the northeast along strike and 350m to the southwest along strike from the 2008 drilling program
section line.
All four drillholes intersected poorly mineralised alaskite bodies, with the best results from drillhole GRBRC0026.
Grades intersected in the alaskite bodies were mostly below 100ppm U₃O₈. The drilling did not establish
continuation of mineralisation along strike at the Rössingberg prospect.
The objective of the Rössingberg reconnaissance drilling was to test the strike extent of uranium mineralisation
intersected during Bannerman’s 2008 drilling program at the prospect. The drilling was done on two section lines
situated 150m to the northeast along strike and 350m to the southwest along strike from the 2008 drilling program
section line.
All four drillholes intersected poorly mineralised alaskite bodies, with the best results from drillhole GRBRC0026.
Grades intersected in the alaskite bodies were mostly below 100ppm U₃O₈. The drilling did not establish
continuation of mineralisation along strike at the Rössingberg prospect.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
10
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
10
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
Figure 5 ‐ MDRL 3345 (outline shown in black) covers an area of 7,295 hectares and, as can be seen above, the Licence area includes all planned
mine infrastructure.
Figure 5 ‐ MDRL 3345 (outline shown in black) covers an area of 7,295 hectares and, as can be seen above, the Licence area includes all planned
mine infrastructure.
CONSOLIDATED RESULTS
CONSOLIDATED RESULTS
The consolidated net loss after tax for the 12 months ending 30 June 2019 was $2,255,000 (2018: $2,478,000) was
attributable primarily to corporate and administrative expenses, and non‐cash share‐based compensation expenses.
The consolidated net loss after tax for the 12 months ending 30 June 2019 was $2,255,000 (2018: $2,478,000) was
attributable primarily to corporate and administrative expenses, and non‐cash share‐based compensation expenses.
Corporate, administration, personnel and other expenses for the reporting period were $2,401,000 (2018:
$2,511,000), including employee and director share‐based payment expense of $802,000 (2018: $769,000). Refer to
the Remuneration Report and Note 19 of the financial report for further details on share‐based payments.
Corporate, administration, personnel and other expenses for the reporting period were $2,401,000 (2018:
$2,511,000), including employee and director share‐based payment expense of $802,000 (2018: $769,000). Refer to
the Remuneration Report and Note 19 of the financial report for further details on share‐based payments.
Income for the reporting period included interest income of $146,000 (2018: $31,000).
Income for the reporting period included interest income of $146,000 (2018: $31,000).
Capitalised exploration and evaluation expenditure was $56,893,000 as at 30 June 2019 (2018: $54,933,000)
reflecting the capitalisation of costs relating to the Etango Project heap leach demonstration plan construction and
operation, feasibility study, resource definition drilling and assaying, and other exploration and evaluation costs, net
of foreign currency translation movements and sale of a royalty. Total additions for the year amounted to $426,000
(2018: $900,000). A foreign exchange translation increase of $1,527,000 (2018: reduction of $850,000), resulting in
an increase in carrying value, was also recorded for the year. This adjustment reflects the strengthening of the
Namibian $ against the Australian $ over the year.
Capitalised exploration and evaluation expenditure was $56,893,000 as at 30 June 2019 (2018: $54,933,000)
reflecting the capitalisation of costs relating to the Etango Project heap leach demonstration plan construction and
operation, feasibility study, resource definition drilling and assaying, and other exploration and evaluation costs, net
of foreign currency translation movements and sale of a royalty. Total additions for the year amounted to $426,000
(2018: $900,000). A foreign exchange translation increase of $1,527,000 (2018: reduction of $850,000), resulting in
an increase in carrying value, was also recorded for the year. This adjustment reflects the strengthening of the
Namibian $ against the Australian $ over the year.
Cash Position
Cash Position
Cash and cash equivalents were $6,268,000 as at 30 June 2019 (2018: $8,325,000).
Cash and cash equivalents were $6,268,000 as at 30 June 2019 (2018: $8,325,000).
Cash outflow from operating activities during the year amounted to $1,433,000 (2018: $1,590,000).
Cash outflow from operating activities during the year amounted to $1,433,000 (2018: $1,590,000).
Cash outflow from investing activities during the year amounted to $796,000 (2018: $1,018,000), related primarily to
drilling activities and DFS update expenditure.
Cash outflow from investing activities during the year amounted to $796,000 (2018: $1,018,000), related primarily to
drilling activities and DFS update expenditure.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
11
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
11
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
Cash inflow from financing activities during the year amounted to $173,000 (2018: $7,508,000), related to the
exercise of Director Options during the year.
Cash inflow from financing activities during the year amounted to $173,000 (2018: $7,508,000), related to the
exercise of Director Options during the year.
Issued Capital
Issued Capital
Issued capital at the end of the financial year amounted to $141,156,000 (2018: $140,983,000). The increase of
$173,000 (2018: $7,508,000) related to the issue of 3,923,000 shares in relation to the exercise of Director Options
during the year (2018: $8,000,000 share placement).
Issued capital at the end of the financial year amounted to $141,156,000 (2018: $140,983,000). The increase of
$173,000 (2018: $7,508,000) related to the issue of 3,923,000 shares in relation to the exercise of Director Options
during the year (2018: $8,000,000 share placement).
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
Other than items already noted elsewhere in this report, there were no additional significant changes in the state of
affairs of the Group during the financial year.
Other than items already noted elsewhere in this report, there were no additional significant changes in the state of
affairs of the Group during the financial year.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
Likely developments in the operations of the Group are set out in the “Etango Uranium Project” on page 8 ‐ 11 of
this report.
Likely developments in the operations of the Group are set out in the “Etango Uranium Project” on page 8 ‐ 11 of
this report.
Disclosure of any further information has not been included in this report, because, in the reasonable opinion of the
Directors, to do so would be likely to prejudice the business activities of the Group.
Disclosure of any further information has not been included in this report, because, in the reasonable opinion of the
Directors, to do so would be likely to prejudice the business activities of the Group.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
No other matters or circumstances have arisen since the end of the financial period which significantly affected or
may significantly affect the operations of the Consolidated Entity, the results of those operations, or the state of
affairs of the Consolidated Entity in future financial years.
No other matters or circumstances have arisen since the end of the financial period which significantly affected or
may significantly affect the operations of the Consolidated Entity, the results of those operations, or the state of
affairs of the Consolidated Entity in future financial years.
SHARE OPTIONS / PERFORMANCE RIGHTS
Share Options / Performance Rights on Issue
SHARE OPTIONS / PERFORMANCE RIGHTS
Share Options / Performance Rights on Issue
Details of share options and performance rights in Bannerman as at the date of this report are set out below:
Details of share options and performance rights in Bannerman as at the date of this report are set out below:
Security Type
Number
Exercise price
Expiry date
Security Type
Number
Exercise price
Expiry date
Share Options
Share Options
Share Options
19,598,200
13,731,200
8,597,400
$0.042
$0.069
$0.072
Security Type
Number
Exercise price
Performance Rights
Performance Rights
Performance Rights
16,371,847
15,121,687
10,159,400
n/a
n/a
n/a
15 November 2019
15 November 2020
15 November 2021
Vesting date
15 November 2019
15 November 2020
15 November 2021
Share Options
Share Options
Share Options
19,598,200
13,731,200
8,597,400
$0.042
$0.069
$0.072
Security Type
Number
Exercise price
Performance Rights
Performance Rights
Performance Rights
16,371,847
15,121,687
10,159,400
n/a
n/a
n/a
15 November 2019
15 November 2020
15 November 2021
Vesting date
15 November 2019
15 November 2020
15 November 2021
Share Options and Performance Rights issued
Share Options and Performance Rights issued
During the financial year 8,597,400 share options (2018: 16,931,200) and 15,125,000 performance rights (2018:
14,973,900) were issued.
During the financial year 8,597,400 share options (2018: 16,931,200) and 15,125,000 performance rights (2018:
14,973,900) were issued.
No share option or performance rights holder has any right under the share options or rights to participate in any
other share issue of the Company or any other entity.
No share option or performance rights holder has any right under the share options or rights to participate in any
other share issue of the Company or any other entity.
Share options exercised
Share options exercised
During or since the end of the financial year, 3,923,000 share options (2018: nil) were exercised.
During or since the end of the financial year, 3,923,000 share options (2018: nil) were exercised.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
12
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
12
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
Performance Rights vested
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
Performance Rights vested
During or since the end of the financial year, 7,792,867 performance rights (2018: 7,265,040) vested.
During or since the end of the financial year, 7,792,867 performance rights (2018: 7,265,040) vested.
Share Options and Performance Rights forfeited or cancelled
Share Options and Performance Rights forfeited or cancelled
During or since the end of the financial year, no share options (2018: nil) and 2,988,232 performance rights (2018:
10,295,214) were forfeited or cancelled.
During or since the end of the financial year, no share options (2018: nil) and 2,988,232 performance rights (2018:
10,295,214) were forfeited or cancelled.
Share Options expired or lapsed
Share Options expired or lapsed
During or since the end of the financial year, 32,623,000 share options (2018: 3,664,400) have expired or lapsed.
During or since the end of the financial year, 32,623,000 share options (2018: 3,664,400) have expired or lapsed.
ENVIRONMENTAL DISCLOSURE
ENVIRONMENTAL DISCLOSURE
The Group is subject to various laws governing the protection of the environment in matters such as air and water
quality, waste emission and disposal, environmental impact assessments, mine rehabilitation and access to, and the
use of, ground water. In particular, some activities are required to be licensed under environmental protection
legislation of the jurisdiction in which they are located and such licenses include requirements specific to the subject
site.
The Group is subject to various laws governing the protection of the environment in matters such as air and water
quality, waste emission and disposal, environmental impact assessments, mine rehabilitation and access to, and the
use of, ground water. In particular, some activities are required to be licensed under environmental protection
legislation of the jurisdiction in which they are located and such licenses include requirements specific to the subject
site.
So far as the directors are aware, there have been no material breaches of the Company’s licence conditions, and all
exploration activities have been undertaken in compliance with the relevant environmental regulations.
So far as the directors are aware, there have been no material breaches of the Company’s licence conditions, and all
exploration activities have been undertaken in compliance with the relevant environmental regulations.
INDEMNITIES AND INSURANCE OF DIRECTORS AND OFFICERS
INDEMNITIES AND INSURANCE OF DIRECTORS AND OFFICERS
During the financial year, the Company paid a premium to insure the directors and officers of the Group against
liabilities incurred in the performance of their duties. Under the terms and conditions of the insurance contract, the
nature of liabilities insured against and the premium paid cannot be disclosed.
During the financial year, the Company paid a premium to insure the directors and officers of the Group against
liabilities incurred in the performance of their duties. Under the terms and conditions of the insurance contract, the
nature of liabilities insured against and the premium paid cannot be disclosed.
The officers of the Group covered by the insurance policy include any person acting in the course of duties for the
Group who is, or was, a director, executive officer, company secretary or a senior manager within the Group.
The officers of the Group covered by the insurance policy include any person acting in the course of duties for the
Group who is, or was, a director, executive officer, company secretary or a senior manager within the Group.
The liabilities insured are 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 Group. It
is not possible to apportion the premium between amounts relating to the insurance against legal costs and those
relating to other liabilities.
The liabilities insured are 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 Group. It
is not possible to apportion the premium between amounts relating to the insurance against legal costs and those
relating to other liabilities.
INDEMNIFICATION OF AUDITORS
INDEMNIFICATION OF AUDITORS
To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young, as part of the
terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified
amount). No payment has been made to indemnify Ernst & Young during or since the financial year.
To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young, as part of the
terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified
amount). No payment has been made to indemnify Ernst & Young during or since the financial year.
PROCEEDINGS ON BEHALF OF THE GROUP
PROCEEDINGS ON BEHALF OF THE GROUP
At the date of this report, there are no leave applications or proceedings brought on behalf of the Group under s237
of the Corporations Act 2001.
At the date of this report, there are no leave applications or proceedings brought on behalf of the Group under s237
of the Corporations Act 2001.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
13
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
13
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
DIVIDENDS
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
DIVIDENDS
No dividend has been declared or paid during the year (2018: nil).
No dividend has been declared or paid during the year (2018: nil).
ROUNDING
ROUNDING
The amounts contained in this report and in the financial report have been rounded to the nearest $1,000 (where
rounding is applicable and where noted ($’000)) under the option available to the Company under ASIC Corporations
(Rounding in Financial/Directors’ Reports) Instrument 2016/191. The Company is an entity to which the Class Order
applies.
The amounts contained in this report and in the financial report have been rounded to the nearest $1,000 (where
rounding is applicable and where noted ($’000)) under the option available to the Company under ASIC Corporations
(Rounding in Financial/Directors’ Reports) Instrument 2016/191. The Company is an entity to which the Class Order
applies.
NON‐AUDIT SERVICES
NON‐AUDIT SERVICES
In accordance with the Company’s External Auditor Policy, the Company may decide to engage the external audit
firm on assignments additional to its statutory audit duties where the auditor’s expertise and experience with the
Group are important.
In accordance with the Company’s External Auditor Policy, the Company may decide to engage the external audit
firm on assignments additional to its statutory audit duties where the auditor’s expertise and experience with the
Group are important.
Details of the amounts paid or payable to the auditor, Ernst & Young, for audit and non‐audit services provided
during the financial year are set out in Note 5 of the financial report.
Details of the amounts paid or payable to the auditor, Ernst & Young, for audit and non‐audit services provided
during the financial year are set out in Note 5 of the financial report.
The Board of directors, in accordance with advice received from the Audit Committee, is satisfied that the provision
of the non‐audit services detailed in Note 5 of the financial report is compatible with the general standard of
independence for auditors imposed by the Corporations Act 2001. The directors are also satisfied that the provision
of these non‐audit services did not compromise the auditor independence requirements of the Corporations Act
2001 because:
they have no reason to question the veracity of the auditor’s independence declaration referred to in the
section immediately following this section of the report; and
the nature of the non‐audit services provided is consistent with those requirements.
The Board of directors, in accordance with advice received from the Audit Committee, is satisfied that the provision
of the non‐audit services detailed in Note 5 of the financial report is compatible with the general standard of
independence for auditors imposed by the Corporations Act 2001. The directors are also satisfied that the provision
of these non‐audit services did not compromise the auditor independence requirements of the Corporations Act
2001 because:
they have no reason to question the veracity of the auditor’s independence declaration referred to in the
section immediately following this section of the report; and
the nature of the non‐audit services provided is consistent with those requirements.
AUDITOR’S INDEPENDENCE DECLARATION
Ernst & Young continues as external auditor in accordance with s327 of the Corporations Act 2001. The auditor’s
independence declaration as required under s307C of the Corporations Act 2001 is set out below and forms part of
this report.
AUDITOR’S INDEPENDENCE DECLARATION
Ernst & Young continues as external auditor in accordance with s327 of the Corporations Act 2001. The auditor’s
independence declaration as required under s307C of the Corporations Act 2001 is set out below and forms part of
this report.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
14
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
14
Ernst & Young
11 Mounts Bay Road
Perth WA 6000 Australia
GPO Box M939 Perth WA 6843
Tel: +61 8 9429 2222
Fax: +61 8 9429 2436
ey.com/au
Ernst & Young
11 Mounts Bay Road
Perth WA 6000 Australia
GPO Box M939 Perth WA 6843
Tel: +61 8 9429 2222
Fax: +61 8 9429 2436
ey.com/au
Auditor’s independence declaration to the directors of Bannerman
Resources Limited
Auditor’s independence declaration to the directors of Bannerman
Resources Limited
As lead auditor for the audit of Bannerman Resources Limited for the year ended 30 June 2019, I declare
to the best of my knowledge and belief, there have been:
As lead auditor for the audit of Bannerman Resources Limited for the year ended 30 June 2019, I declare
to the best of my knowledge and belief, there have been:
a. no contraventions of the auditor independence requirements of the Corporations Act 2001 in
a. no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
relation to the audit; and
b. no contraventions of any applicable code of professional conduct in relation to the audit.
b. no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Bannerman Resources Limited and the entities it controlled during the
financial period.
This declaration is in respect of Bannerman Resources Limited and the entities it controlled during the
financial period.
Ernst & Young
Gavin Buckingham
Partner
25 September 2019
Ernst & Young
Gavin Buckingham
Partner
25 September 2019
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
GB:JG:BANNERMAN:010
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
GB:JG:BANNERMAN:010
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
REMUNERATION REPORT (AUDITED)
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
REMUNERATION REPORT (AUDITED)
INTRODUCTION AND REMUNERATION STRATEGY
INTRODUCTION AND REMUNERATION STRATEGY
The Board of Bannerman is committed to providing a remuneration framework that is designed to attract, motivate
and maintain appropriately qualified and experienced individuals whilst balancing the expectations of shareholders.
The Company’s remuneration policies are structured to ensure a link between Company performance and
appropriate rewards, and remuneration for executives involves a combination of both fixed and variable (“at risk”)
remuneration, including long term incentives to drive the Company’s desired results.
The Board of Bannerman is committed to providing a remuneration framework that is designed to attract, motivate
and maintain appropriately qualified and experienced individuals whilst balancing the expectations of shareholders.
The Company’s remuneration policies are structured to ensure a link between Company performance and
appropriate rewards, and remuneration for executives involves a combination of both fixed and variable (“at risk”)
remuneration, including long term incentives to drive the Company’s desired results.
In developing the Company’s remuneration policy, the Board remains focussed on competitive remuneration
packages and long term equity plans, which reward executives for delivering satisfactory performance to
shareholders. In this regard, Bannerman has developed equity rewards based on performance hurdles that deliver
returns for shareholders.
In developing the Company’s remuneration policy, the Board remains focussed on competitive remuneration
packages and long term equity plans, which reward executives for delivering satisfactory performance to
shareholders. In this regard, Bannerman has developed equity rewards based on performance hurdles that deliver
returns for shareholders.
SUMMARY
SUMMARY
The remuneration report summarises the remuneration arrangements for the reporting period 1 July 2018 to
30 June 2019 for the directors and executives of Bannerman and the Group in office during the financial year.
The remuneration report summarises the remuneration arrangements for the reporting period 1 July 2018 to
30 June 2019 for the directors and executives of Bannerman and the Group in office during the financial year.
The information provided in this remuneration report has been audited as required by s308(3C) of the Corporations
Act 2001.
The information provided in this remuneration report has been audited as required by s308(3C) of the Corporations
Act 2001.
KEY MANAGEMENT PERSONNEL
KEY MANAGEMENT PERSONNEL
For the purpose of this report, key management personnel of the Group (as defined in AASB 124 Related Party
Disclosures) are those persons identified in this section who have authority and responsibility for planning, directing
and controlling the activities of the Group, whether directly or indirectly, including any director (whether executive
or otherwise) of the parent entity.
For the purpose of this report, key management personnel of the Group (as defined in AASB 124 Related Party
Disclosures) are those persons identified in this section who have authority and responsibility for planning, directing
and controlling the activities of the Group, whether directly or indirectly, including any director (whether executive
or otherwise) of the parent entity.
The directors and executives considered to be key management personnel of the Group up to the date of this report
are the directors and executives set out in Table 1 below.
The directors and executives considered to be key management personnel of the Group up to the date of this report
are the directors and executives set out in Table 1 below.
Table 1 ‐ Key management personnel
Name
Position
Non‐Executive Directors
Ronnie Beevor
Ian Burvill
Clive Jones
Mike Leech
Executive Director
Brandon Munro
Other Executive Personnel
Werner Ewald
Non‐Executive Chairman
Non‐Executive Director
Non‐Executive Director
Non‐Executive Director
Chief Executive Officer and Managing Director
Managing Director ‐ Namibia
Period
Full
Full
Full
Full
Full
Full
Table 1 ‐ Key management personnel
Name
Position
Non‐Executive Directors
Ronnie Beevor
Ian Burvill
Clive Jones
Mike Leech
Executive Director
Brandon Munro
Other Executive Personnel
Werner Ewald
Non‐Executive Chairman
Non‐Executive Director
Non‐Executive Director
Non‐Executive Director
Chief Executive Officer and Managing Director
Managing Director ‐ Namibia
Period
Full
Full
Full
Full
Full
Full
1. PRINCIPLES USED TO DETERMINE THE NATURE AND AMOUNT OF REMUNERATION
1. PRINCIPLES USED TO DETERMINE THE NATURE AND AMOUNT OF REMUNERATION
Board Remuneration, Nomination and Corporate Governance Committee
Board Remuneration, Nomination and Corporate Governance Committee
The Remuneration Committee assists the Board to fulfil its responsibilities to shareholders by ensuring the Group
has remuneration policies that fairly and competitively reward executives and the broader Bannerman workforce.
The Remuneration Committee’s decisions on reward structures are based on the current competitive environment,
remuneration packages for executives and employees in the resources industry and the size and complexity of the
Group.
The Remuneration Committee assists the Board to fulfil its responsibilities to shareholders by ensuring the Group
has remuneration policies that fairly and competitively reward executives and the broader Bannerman workforce.
The Remuneration Committee’s decisions on reward structures are based on the current competitive environment,
remuneration packages for executives and employees in the resources industry and the size and complexity of the
Group.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
16
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
16
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
The Remuneration Committee’s responsibilities include reviewing the Company’s remuneration framework and
evaluating the performance of the CEO and monitoring the performance of the executive team.
The Remuneration Committee’s responsibilities include reviewing the Company’s remuneration framework and
evaluating the performance of the CEO and monitoring the performance of the executive team.
Independent remuneration consultants are engaged by the Remuneration Committee from time to time to ensure
the Company’s remuneration system and reward practices are consistent with market practices. No remuneration
consultants were used in the current year.
Independent remuneration consultants are engaged by the Remuneration Committee from time to time to ensure
the Company’s remuneration system and reward practices are consistent with market practices. No remuneration
consultants were used in the current year.
Directors’ remuneration policy and structure
Directors’ remuneration policy and structure
Bannerman’s non‐executive director remuneration policy aims to reward non‐executive directors fairly and
responsibly having regard to the:
Bannerman’s non‐executive director remuneration policy aims to reward non‐executive directors fairly and
responsibly having regard to the:
level of fees paid to directors relative to other comparatively sized exploration and mining companies;
size and complexity of Bannerman’s operations; and
responsibilities and work requirements of individual Board members.
level of fees paid to directors relative to other comparatively sized exploration and mining companies;
size and complexity of Bannerman’s operations; and
responsibilities and work requirements of individual Board members.
Fees paid to the non‐executive directors of Bannerman are usually reviewed annually by the Remuneration
Committee, and based on periodic advice from external remuneration consultants. The Board decided that in light
of the operating environment it was appropriate that non‐executive director remuneration remained unchanged for
the current year.
Fees paid to the non‐executive directors of Bannerman are usually reviewed annually by the Remuneration
Committee, and based on periodic advice from external remuneration consultants. The Board decided that in light
of the operating environment it was appropriate that non‐executive director remuneration remained unchanged for
the current year.
Directors’ remuneration limits
Directors’ remuneration limits
Non‐executive directors’ fees are determined within an aggregated directors’ annual fee limit of $750,000, which
was last approved by shareholders on 17 September 2008.
Non‐executive directors’ fees are determined within an aggregated directors’ annual fee limit of $750,000, which
was last approved by shareholders on 17 September 2008.
Directors’ remuneration framework
Directors’ remuneration framework
Non‐executive directors’ remuneration consists of base fees (inclusive of superannuation); annual grants of share
rights or share options; and audit committee chairman fees, details of which are set out in Table 2 below. Non‐
executive directors may also receive an initial grant of share rights or share options at the time of joining the Board.
Board fees are not paid to the executive director as the time spent on Board work and the responsibilities of Board
membership are considered in determining the remuneration package provided as part of his normal employment
conditions. In April 2016 the Board decided to introduce a temporary measure whereby 60% of board fees would be
paid in Share Options/Share Rights in order to preserve the Company’s cash in an environment where capital raising
was challenging. From 1 July 2018 the Board remuneration structure has reverted to the fees payable prior to April
2016, as shown in Table 2.
Non‐executive directors’ remuneration consists of base fees (inclusive of superannuation); annual grants of share
rights or share options; and audit committee chairman fees, details of which are set out in Table 2 below. Non‐
executive directors may also receive an initial grant of share rights or share options at the time of joining the Board.
Board fees are not paid to the executive director as the time spent on Board work and the responsibilities of Board
membership are considered in determining the remuneration package provided as part of his normal employment
conditions. In April 2016 the Board decided to introduce a temporary measure whereby 60% of board fees would be
paid in Share Options/Share Rights in order to preserve the Company’s cash in an environment where capital raising
was challenging. From 1 July 2018 the Board remuneration structure has reverted to the fees payable prior to April
2016, as shown in Table 2.
Table 2 – Annual Board and committee fees payable to non‐executive directors
Year ended
30 June 2019
Year ended
30 June 2018
Year ending
30 June 2020
Table 2 – Annual Board and committee fees payable to non‐executive directors
Year ended
30 June 2019
Year ended
30 June 2018
Year ending
30 June 2020
Position
Chairman of the Board
Non‐Executive Director
Additional fees for:
Chairman of the Audit Committee
Cash
$
60,000
30,000
Share Options /
Share Rights
$
90,000
45,000
Cash
$
100,000
50,000
Share Options /
Share Rights
$
Share Options /
Share Rights
$
Cash
$
50,000
25,000
100,000
50,000
50,000
25,000
6,000
4,000
10,000
‐
10,000
‐
Position
Chairman of the Board
Non‐Executive Director
Additional fees for:
Chairman of the Audit Committee
Cash
$
60,000
30,000
Share Options /
Share Rights
$
90,000
45,000
Cash
$
100,000
50,000
Share Options /
Share Rights
$
Share Options /
Share Rights
$
Cash
$
50,000
25,000
100,000
50,000
50,000
25,000
6,000
4,000
10,000
‐
10,000
‐
Note:
Share options and rights issued to non‐executive directors vest after a 12 month period.
No fees are payable for being a member of a committee or for being the Chairman of a committee other than the Chairman
of the Audit Committee.
Note:
Share options and rights issued to non‐executive directors vest after a 12 month period.
No fees are payable for being a member of a committee or for being the Chairman of a committee other than the Chairman
of the Audit Committee.
No retirement benefits are paid other than the statutory superannuation contributions of 9.5% required under
Australian superannuation guarantee legislation.
No retirement benefits are paid other than the statutory superannuation contributions of 9.5% required under
Australian superannuation guarantee legislation.
The Non‐Executive Director Share Incentive Plan (“NEDSIP”), as approved by shareholders on 23 November 2017,
allows for the provision of either share rights or share options to non‐executive directors. Under the NEDSIP, the
Company’s non‐executive directors will receive 33% of their FY20 director's fees in the form of either share rights or
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
17
The Non‐Executive Director Share Incentive Plan (“NEDSIP”), as approved by shareholders on 23 November 2017,
allows for the provision of either share rights or share options to non‐executive directors. Under the NEDSIP, the
Company’s non‐executive directors will receive 33% of their FY20 director's fees in the form of either share rights or
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
17
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
share options. The directors consider that the issue of share rights or share options to non‐executive directors as
part of their remuneration package is reasonable and appropriate given:
share options. The directors consider that the issue of share rights or share options to non‐executive directors as
part of their remuneration package is reasonable and appropriate given:
(a)
(b)
it is a cost effective and efficient reward for service. The issue of share rights or share options in lieu of cash
payments preserves the Company’s cash resources and reduces on‐going costs which is a significant aspect
while the Company remains in a development phase; and
in part, it aligns remuneration with the future growth and prospects of the Company and the interests of
shareholders by encouraging non‐executive director share ownership.
(a)
(b)
it is a cost effective and efficient reward for service. The issue of share rights or share options in lieu of cash
payments preserves the Company’s cash resources and reduces on‐going costs which is a significant aspect
while the Company remains in a development phase; and
in part, it aligns remuneration with the future growth and prospects of the Company and the interests of
shareholders by encouraging non‐executive director share ownership.
Refer to Table 7 in Section 4 for details of the number and value of share options and share rights issued to non‐
executive directors during the year.
Refer to Table 7 in Section 4 for details of the number and value of share options and share rights issued to non‐
executive directors during the year.
As part of the Company’s Securities Trading Policy, the Company prohibits directors from entering into
arrangements to protect the value of unvested incentive awards. This includes entering into contracts to hedge
exposure to share options, share rights or shares granted as part of their remuneration packages.
As part of the Company’s Securities Trading Policy, the Company prohibits directors from entering into
arrangements to protect the value of unvested incentive awards. This includes entering into contracts to hedge
exposure to share options, share rights or shares granted as part of their remuneration packages.
The Board assesses the appropriateness, nature and amount of remuneration paid to non‐executive directors on a
periodic basis, including the granting of equity based payments, and considers it appropriate to grant share options
or share rights to non‐executive directors with the overall objective of retaining a high quality Board whilst
preserving cash reserves.
The Board assesses the appropriateness, nature and amount of remuneration paid to non‐executive directors on a
periodic basis, including the granting of equity based payments, and considers it appropriate to grant share options
or share rights to non‐executive directors with the overall objective of retaining a high quality Board whilst
preserving cash reserves.
Executive remuneration policy and structure
Executive remuneration policy and structure
Bannerman’s executive remuneration policy is designed to reward the CEO and other senior executives. The main
principles underlying Bannerman’s executive remuneration policy are to:
Bannerman’s executive remuneration policy is designed to reward the CEO and other senior executives. The main
principles underlying Bannerman’s executive remuneration policy are to:
provide competitive rewards to attract, retain and motivate executives;
set levels of performance which are clearly linked to an executive’s remuneration;
structure remuneration at a level which reflects the executive’s duties and accountabilities;
set a competitive level of remuneration that is sufficient and reasonable;
align executive incentive rewards with the creation of value for shareholders; and
comply with applicable legal requirements and appropriate standards of governance.
provide competitive rewards to attract, retain and motivate executives;
set levels of performance which are clearly linked to an executive’s remuneration;
structure remuneration at a level which reflects the executive’s duties and accountabilities;
set a competitive level of remuneration that is sufficient and reasonable;
align executive incentive rewards with the creation of value for shareholders; and
comply with applicable legal requirements and appropriate standards of governance.
Executive remuneration structure
Executive remuneration structure
Bannerman’s remuneration structure for the CEO and senior executives for the year ended 30 June 2019 was
divided into two principal components:
Bannerman’s remuneration structure for the CEO and senior executives for the year ended 30 June 2019 was
divided into two principal components:
base pay and benefits, including superannuation; and
variable annual reward, or “at risk” component, by way of the issue of long‐term share‐based incentives.
base pay and benefits, including superannuation; and
variable annual reward, or “at risk” component, by way of the issue of long‐term share‐based incentives.
Performance reviews for all senior executives are conducted on an annual basis. The performance of each senior
executive is measured against pre‐determined key performance indicators. The most recent performance reviews
were completed in November 2018.
Performance reviews for all senior executives are conducted on an annual basis. The performance of each senior
executive is measured against pre‐determined key performance indicators. The most recent performance reviews
were completed in November 2018.
Base pay
Base pay
The base pay component of executive remuneration comprises base salary, statutory superannuation contributions
and other allowances where applicable. It is determined by the scope of each executive’s role, working location,
level of knowledge, skill and experience along with the executive’s individual performance. There is no guarantee of
base pay increases included in any executive’s contract.
The base pay component of executive remuneration comprises base salary, statutory superannuation contributions
and other allowances where applicable. It is determined by the scope of each executive’s role, working location,
level of knowledge, skill and experience along with the executive’s individual performance. There is no guarantee of
base pay increases included in any executive’s contract.
Bannerman benchmarks this component of executive remuneration against appropriate market comparisons using
information from similar companies and, where applicable, advice from external consultants.
Bannerman benchmarks this component of executive remuneration against appropriate market comparisons using
information from similar companies and, where applicable, advice from external consultants.
Short‐term incentive component (STI)
During the year there were no STI awards granted.
Short‐term incentive component (STI)
During the year there were no STI awards granted.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
18
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
18
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
Long‐term incentive component (LTI)
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
Long‐term incentive component (LTI)
The LTI awards are aimed specifically at creating long term shareholder value and the retention of employees. The
Company has implemented an Employee Incentive Plan (“EIP”) which enables the provision of share options or
performance rights to executives and employees.
The LTI awards are aimed specifically at creating long term shareholder value and the retention of employees. The
Company has implemented an Employee Incentive Plan (“EIP”) which enables the provision of share options or
performance rights to executives and employees.
During the 2019 financial year, performance rights which will vest subject to pre‐defined performance hurdles were
allocated to all executives. The grant of performance rights aims to reward executives in a manner that aligns
remuneration with the creation of shareholder wealth. Refer to Table 7 in Section 4 for the number and value of
performance rights issued to executives during the year.
During the 2019 financial year, performance rights which will vest subject to pre‐defined performance hurdles were
allocated to all executives. The grant of performance rights aims to reward executives in a manner that aligns
remuneration with the creation of shareholder wealth. Refer to Table 7 in Section 4 for the number and value of
performance rights issued to executives during the year.
Performance measures to determine vesting
Performance measures to determine vesting
The vesting of half of the performance rights is subject to the Company’s relative Total Shareholder Return (“TSR”)
as measured by share price performance (allowing for the reinvestment of dividends) over the life of the
performance rights, versus a comparator group of uranium development companies. The vesting of the other half is
subject to the attainment of defined individual and group performance criteria, chosen to align the interests of
employees with shareholders, representing key drivers for delivering long term value. Group and individual
performance measures are weighted and specify performance required to meet or exceed expectations. The
performance measures for the 2019 performance rights related to:
The vesting of half of the performance rights is subject to the Company’s relative Total Shareholder Return (“TSR”)
as measured by share price performance (allowing for the reinvestment of dividends) over the life of the
performance rights, versus a comparator group of uranium development companies. The vesting of the other half is
subject to the attainment of defined individual and group performance criteria, chosen to align the interests of
employees with shareholders, representing key drivers for delivering long term value. Group and individual
performance measures are weighted and specify performance required to meet or exceed expectations. The
performance measures for the 2019 performance rights related to:
Safety ‐ total recordable incidents and significant environmental incidents.
Operational – execution of company development and operational plans.
Capital ‐ maintaining adequate working capital and achieving operating budgets.
Regulatory ‐ obtaining timely renewal of licences.
Corporate ‐ execution of transactions mandated by the Board.
Safety ‐ total recordable incidents and significant environmental incidents.
Operational – execution of company development and operational plans.
Capital ‐ maintaining adequate working capital and achieving operating budgets.
Regulatory ‐ obtaining timely renewal of licences.
Corporate ‐ execution of transactions mandated by the Board.
Relative TSR was selected as a LTI performance measure given it ensures an alignment between comparative
shareholder return and reward for executives, and minimises the effects of market cycles and commodity price
changes.
Relative TSR was selected as a LTI performance measure given it ensures an alignment between comparative
shareholder return and reward for executives, and minimises the effects of market cycles and commodity price
changes.
The comparator group includes the following uranium development companies:
The comparator group includes the following uranium development companies:
A‐Cap Resources
Deep Yellow Limited
Laramide Resources Limited
Toro Energy Limited
A‐Cap Resources
Deep Yellow Limited
Laramide Resources Limited
Toro Energy Limited
Azarga Uranium Corp.
Energy Fuels Inc.
Marenica Energy Limited
U3O8 Corp.
Azarga Uranium Corp.
Energy Fuels Inc.
Marenica Energy Limited
U3O8 Corp.
Berkeley Resources Limited
Fission Uranium Corp
Mega Uranium Limited
Ur‐Energy Inc.
Berkeley Resources Limited
Fission Uranium Corp
Mega Uranium Limited
Ur‐Energy Inc.
Boss Resources Limited
Forsys Metals Corp.
Peninsula Energy Limited
Vimy Resources Limited
Boss Resources Limited
Forsys Metals Corp.
Peninsula Energy Limited
Vimy Resources Limited
The Board has updated, in 2019, the members of the comparator group to ensure it is reflective of the Company’s
peers. The limitation to uranium‐focused development companies seeks to ensure that the TSR calculation is not
materially impacted by price movements of other commodities.
The Board has updated, in 2019, the members of the comparator group to ensure it is reflective of the Company’s
peers. The limitation to uranium‐focused development companies seeks to ensure that the TSR calculation is not
materially impacted by price movements of other commodities.
The comparator group is composed of Australian and foreign uranium development companies chosen to reflect the
Group's competitors for capital and talent. The Group's performance against the measure is determined according
to Bannerman's ranking against the companies in the TSR group over the performance period. The vesting schedule
is as follows:
The comparator group is composed of Australian and foreign uranium development companies chosen to reflect the
Group's competitors for capital and talent. The Group's performance against the measure is determined according
to Bannerman's ranking against the companies in the TSR group over the performance period. The vesting schedule
is as follows:
Table 3 – TSR Vesting Schedule
Relative TSR performance outcome
Below or at the 25th percentile
Between the 25th and 75th percentile
At or above the 75th percentile
Percentage of award that will vest
0%
Scale applicable whereby every 1 percentile equates to 2% vesting
100%
Table 3 – TSR Vesting Schedule
Relative TSR performance outcome
Below or at the 25th percentile
Between the 25th and 75th percentile
At or above the 75th percentile
Percentage of award that will vest
0%
Scale applicable whereby every 1 percentile equates to 2% vesting
100%
Termination and change of control provisions
Termination and change of control provisions
Where an executive ceases employment prior to the vesting of an award, the incentives are forfeited unless the
Board applies its discretion to allow vesting at or post cessation of employment in appropriate circumstances.
Where an executive ceases employment prior to the vesting of an award, the incentives are forfeited unless the
Board applies its discretion to allow vesting at or post cessation of employment in appropriate circumstances.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
19
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
19
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
In the event of a change of control of the Group, the performance period end date will generally be brought forward
to the date of the change of control and the share options and rights will vest in full, subject to ultimate Board
discretion.
In the event of a change of control of the Group, the performance period end date will generally be brought forward
to the date of the change of control and the share options and rights will vest in full, subject to ultimate Board
discretion.
No hedging of LTIs
No hedging of LTIs
As part of the Company’s Securities Trading Policy, the Company prohibits executives from entering into
arrangements to protect the value of unvested LTI awards. This includes entering into contracts to hedge exposure
to share options, performance rights or shares granted as part of their remuneration package.
As part of the Company’s Securities Trading Policy, the Company prohibits executives from entering into
arrangements to protect the value of unvested LTI awards. This includes entering into contracts to hedge exposure
to share options, performance rights or shares granted as part of their remuneration package.
2. DETAILS OF REMUNERATION
Non‐Executive Directors’ Remuneration
2. DETAILS OF REMUNERATION
Non‐Executive Directors’ Remuneration
Details of the nature and amount of remuneration of Bannerman’s non‐executive directors for the year ended 30
June 2019 are as follows:
Details of the nature and amount of remuneration of Bannerman’s non‐executive directors for the year ended 30
June 2019 are as follows:
Table 4 – Non‐executive director remuneration
Table 4 – Non‐executive director remuneration
Non‐Executive Directors
Ronnie Beevor
Ian Burvill
Clive Jones
David Tucker (i)
Mike Leech (ii)
Total
Year
2019
2018
2019
2018
2019
2018
2019
2018
2019
2018
2019
2018
Short‐term
Post
Employment
Sub‐total
Base
Fees
$
100,000
60,000
40,063
4,800
45,662
27,397
‐
9,077
90,272
66,136
275,997
167,410
Other
$
Superannuation
$
$
‐
‐
‐
‐
‐
‐
‐
2,333
6,000
3,667
6,000
6,000
‐
‐
9,937
25,200
4,338
2,603
‐
2,944
‐
‐
14,275
30,747
100,000
60,000
50,000
30,000
50,000
30,000
‐
14,354
96,272
69,803
296,272
204,157
Share
Based
Payments
Options /
Rights
$
86,452
117,547
43,226
52,618
43,226
58,177
‐
51,731
72,068
65,549
244,972
345,622
Total
Performance
Related
$
%
186,452
177,547
93,226
82,618
93,226
88,177
‐
66,085
168,340
135,352
541,244
549,779
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
Non‐Executive Directors
Ronnie Beevor
Ian Burvill
Clive Jones
David Tucker (i)
Mike Leech (ii)
Total
Year
2019
2018
2019
2018
2019
2018
2019
2018
2019
2018
2019
2018
Short‐term
Post
Employment
Sub‐total
Base
Fees
$
100,000
60,000
40,063
4,800
45,662
27,397
‐
9,077
90,272
66,136
275,997
167,410
Other
$
Superannuation
$
$
‐
‐
‐
‐
‐
‐
‐
2,333
6,000
3,667
6,000
6,000
‐
‐
9,937
25,200
4,338
2,603
‐
2,944
‐
‐
14,275
30,747
100,000
60,000
50,000
30,000
50,000
30,000
‐
14,354
96,272
69,803
296,272
204,157
Share
Based
Payments
Options /
Rights
$
86,452
117,547
43,226
52,618
43,226
58,177
‐
51,731
72,068
65,549
244,972
345,622
Total
Performance
Related
$
%
186,452
177,547
93,226
82,618
93,226
88,177
‐
66,085
168,340
135,352
541,244
549,779
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
(i) Mr David Tucker resigned on 23 November 2017.
(ii) Mr Mike Leech receives remuneration for his role as a Non‐Executive Director of Bannerman and for his role as Chairman of
Bannerman’s 95% owned Namibian subsidiary, Bannerman Mining Resources (Namibia) (Pty) Ltd and therefore his
remuneration is split between Australian (A$60,000) and Namibian dollars (N$360,000), which are received for his role as
Chairman of Bannerman’s Namibian subsidiary.
(i) Mr David Tucker resigned on 23 November 2017.
(ii) Mr Mike Leech receives remuneration for his role as a Non‐Executive Director of Bannerman and for his role as Chairman of
Bannerman’s 95% owned Namibian subsidiary, Bannerman Mining Resources (Namibia) (Pty) Ltd and therefore his
remuneration is split between Australian (A$60,000) and Namibian dollars (N$360,000), which are received for his role as
Chairman of Bannerman’s Namibian subsidiary.
The category of “Other” includes payments for Chairman of the Audit Committee as well as extra services and
consultancy fees for specific duties, as approved by the Board.
The category of “Other” includes payments for Chairman of the Audit Committee as well as extra services and
consultancy fees for specific duties, as approved by the Board.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
20
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
20
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
Executive Remuneration
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
Executive Remuneration
Details on the nature and amount of remuneration of Bannerman’s executives for the year ended 30 June 2019 are
as follows.
Details on the nature and amount of remuneration of Bannerman’s executives for the year ended 30 June 2019 are
as follows.
Table 5 – Executive remuneration
Table 5 – Executive remuneration
Short–term
Post
Employment
Sub‐total
Year
Salary &
Fees
$
Accrued
Annual
Leave (ii)
$
Other
$
Superannuation
$
$
Share
Based
Payments
Options /
Performance
Rights
$
$
Executive Director
Brandon Munro
2019
2018
Other Executive Personnel
2019
Werner Ewald (i)
2018
2019
2018
Total
259,977
251,141
(5,798)
14,016
180,675
199,935
440,652
451,076
(7,348)
(1,801)
(13,146)
12,215
‐
‐
52,931
52,866
52,931
52,866
24,698
23,858
40,081
47,535
64,779
71,393
278,877
289,015
266,339
298,535
545,217
587,550
235,025
121,295
513,902
410,310
157,926
147,847
392,951
269,142
424,265
446,382
938,167
856,692
%
45.7
29.6
37.2
33.1
Year
Salary &
Fees
$
Accrued
Annual
Leave (ii)
$
Other
$
Superannuation
$
$
Executive Director
Brandon Munro
2019
2018
Other Executive Personnel
2019
Werner Ewald (i)
2018
2019
2018
Total
259,977
251,141
(5,798)
14,016
180,675
199,935
440,652
451,076
(7,348)
(1,801)
(13,146)
12,215
‐
‐
52,931
52,866
52,931
52,866
24,698
23,858
40,081
47,535
64,779
71,393
278,877
289,015
266,339
298,535
545,217
587,550
235,025
121,295
513,902
410,310
157,926
147,847
392,951
269,142
424,265
446,382
938,167
856,692
%
45.7
29.6
37.2
33.1
Share
Based
Payments
Options /
Performance
Rights
$
$
Total
Performance
Related
Short–term
Post
Employment
Sub‐total
Total
Performance
Related
(i) Mr Ewald’s contract is denominated in Namibian dollars.
(ii) Annual leave has been separately categorised and is measured on an accrual basis and reflects the movement in the accrual
over the twelve‐month period. Any reduction in accrued leave reflects more leave taken or cashed out than that which
accrued in the period.
(i) Mr Ewald’s contract is denominated in Namibian dollars.
(ii) Annual leave has been separately categorised and is measured on an accrual basis and reflects the movement in the accrual
over the twelve‐month period. Any reduction in accrued leave reflects more leave taken or cashed out than that which
accrued in the period.
3. SERVICE AGREEMENTS
3. SERVICE AGREEMENTS
On appointment to the Board, all non‐executive directors enter into a service agreement with the Company in the
form of a letter of appointment. The letter summarises the Board policies and terms, including compensation.
On appointment to the Board, all non‐executive directors enter into a service agreement with the Company in the
form of a letter of appointment. The letter summarises the Board policies and terms, including compensation.
Remuneration and other terms of employment for the CEO and the other executives are also formalised in service
agreements. Major provisions of the agreements relating to remuneration are summarised below.
Remuneration and other terms of employment for the CEO and the other executives are also formalised in service
agreements. Major provisions of the agreements relating to remuneration are summarised below.
Remuneration of the Chief Executive Officer(s)
Remuneration of the Chief Executive Officer(s)
Mr Munro was appointed on 9 March 2016 as CEO and Managing Director. Under the employment contract with Mr
Munro, he is entitled to receive an annual salary, superannuation, and LTI awards (grant of share options or
performance rights, which are subject to performance hurdles). Details of Mr Munro’s contract and remuneration
are follows:
Mr Munro was appointed on 9 March 2016 as CEO and Managing Director. Under the employment contract with Mr
Munro, he is entitled to receive an annual salary, superannuation, and LTI awards (grant of share options or
performance rights, which are subject to performance hurdles). Details of Mr Munro’s contract and remuneration
are follows:
Annual Salary
Annual Salary
Mr Munro’s annual salary is $320,000 per annum inclusive of 9.5% superannuation.
Mr Munro’s annual salary is $320,000 per annum inclusive of 9.5% superannuation.
Short term incentives
No short term incentive is payable.
Long term incentives
Short term incentives
No short term incentive is payable.
Long term incentives
During the year, Mr Munro was granted 6,666,700 performance rights subject to shareholder approval, which was
obtained in November 2018. The performance rights were offered and the terms and conditions were agreed to
and accepted by Mr Munro. The rights were subject to performance hurdles and lapsed if Mr Munro left the
employment of the Group and immediately vest in the event of a change of control. Refer to Table 7 in section 4.
During the year, Mr Munro was granted 6,666,700 performance rights subject to shareholder approval, which was
obtained in November 2018. The performance rights were offered and the terms and conditions were agreed to
and accepted by Mr Munro. The rights were subject to performance hurdles and lapsed if Mr Munro left the
employment of the Group and immediately vest in the event of a change of control. Refer to Table 7 in section 4.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
21
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
21
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
Termination Benefits
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
Termination Benefits
Mr Munro is entitled to 6 months’ annual salary if his employment is terminated other than for cause, plus statutory
entitlements for annual leave. The contract also provides that Mr Munro’s employment may be terminated with
three months’ notice by either party.
Mr Munro is entitled to 6 months’ annual salary if his employment is terminated other than for cause, plus statutory
entitlements for annual leave. The contract also provides that Mr Munro’s employment may be terminated with
three months’ notice by either party.
Contracts for executives – employed in the Group as at 30 June 2019
Contracts for executives – employed in the Group as at 30 June 2019
A summary of the key contractual provisions for each of the current key management personnel is set out in Table 6
below.
A summary of the key contractual provisions for each of the current key management personnel is set out in Table 6
below.
Table 6 ‐ Contractual provisions for executives engaged as at 30 June 2019
Table 6 ‐ Contractual provisions for executives engaged as at 30 June 2019
Name and job title
Brandon Munro –
CEO & Managing
Director
Werner Ewald –
Managing Director
Namibia
Employing
company
Bannerman
Resources
Limited
Bannerman
Mining
Resources
(Namibia)
(Pty) Ltd
Contract
duration
Notice
period
company
Notice
period
employee
No fixed term
3 months
3 months
No fixed term
3 months
3 months
Termination provision
Name and job title
6 months base salary and
accrued leave entitlements
if terminated by the
Company.
6 months base salary and
accrued leave entitlements
if terminated by the
Company.
Brandon Munro –
CEO & Managing
Director
Werner Ewald –
Managing Director
Namibia
Employing
company
Bannerman
Resources
Limited
Bannerman
Mining
Resources
(Namibia)
(Pty) Ltd
Contract
duration
Notice
period
company
Notice
period
employee
No fixed term
3 months
3 months
No fixed term
3 months
3 months
Termination provision
6 months base salary and
accrued leave entitlements
if terminated by the
Company.
6 months base salary and
accrued leave entitlements
if terminated by the
Company.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
22
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
22
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B
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
Other remuneration information
Other remuneration information
Further details relating to share options and rights and the proportion of key management personnel remuneration
related to equity compensation during the year are tabulated below.
Further details relating to share options and rights and the proportion of key management personnel remuneration
related to equity compensation during the year are tabulated below.
Table 8 – Value of share options and performance rights issued and exercised during the year ended 30 June 2019
Table 8 – Value of share options and performance rights issued and exercised during the year ended 30 June 2019
Type
Share Options
Share Options
Share Options
Share Options
Share Options
Directors
Ronnie Beevor
Brandon Munro
Ian Burvill
Clive Jones
Mike Leech
Executives
Werner Ewald
Performance Rights
46%
46%
46%
46%
43%
37%
Proportion of
remuneration
consisting of options /
rights for the year(1)
%
Value of options /
rights granted during
the year(2)
$
Value of options
exercised / rights
vested during the
year(3)
$
57,004
273,334
28,501
28,501
44,992
196,150
‐
‐
‐
‐
Type
Share Options
Share Options
Share Options
Share Options
Share Options
Directors
Ronnie Beevor
Brandon Munro
Ian Burvill
Clive Jones
Mike Leech
Executives
Proportion of
remuneration
consisting of options /
rights for the year(1)
%
Value of options /
rights granted during
the year(2)
$
Value of options
exercised / rights
vested during the
year(3)
$
46%
46%
46%
46%
43%
37%
57,004
273,334
28,501
28,501
44,992
196,150
‐
‐
‐
‐
122,244
145,815
122,244
145,815
Werner Ewald
Performance Rights
(1)
(2)
(3)
Calculated based on Tables 4 and 5 as the share‐based expense for the year as a percentage of total remuneration. The percentage of total
remuneration varies among each director given the impact of consulting or other fees paid during the financial year.
Based on fair value at time of grant per AASB 2. For details on the valuation of the options and rights, including models and assumptions
used, refer to Note 19.
Calculated based on the fair value of the Company’s shares on date of vesting.
(1)
(2)
(3)
Calculated based on Tables 4 and 5 as the share‐based expense for the year as a percentage of total remuneration. The percentage of total
remuneration varies among each director given the impact of consulting or other fees paid during the financial year.
Based on fair value at time of grant per AASB 2. For details on the valuation of the options and rights, including models and assumptions
used, refer to Note 19.
Calculated based on the fair value of the Company’s shares on date of vesting.
Other than detailed above in Table 7 there were no other alterations to the terms and conditions of the share
options / rights awarded as remuneration since their award date.
Other than detailed above in Table 7 there were no other alterations to the terms and conditions of the share
options / rights awarded as remuneration since their award date.
Table 9 – Share options and performance rights holdings of key management personnel (i)
Table 9 – Share options and performance rights holdings of key management personnel (i)
30 June 2019
Type
Opening
Balance
1 July 2018
Granted as
Remuneration
Exercised /
converted /
lapsed
Forfeited
Closing
Balance
30 June
2019
Total Options at 30 June 2019
Total
Vested and
Exercisable
Not Vested
30 June 2019
Type
Opening
Balance
1 July 2018
Granted as
Remuneration
Exercised /
converted /
lapsed
Forfeited
Closing
Balance
30 June
2019
Total Options at 30 June 2019
Total
Vested and
Exercisable
Not Vested
Directors
Ronnie Beevor
Brandon Munro
Ian Burvill
Options 16,475,200
Options/
Rights
Options
34,378,800
7,156,300
Directors
Ronnie Beevor
Brandon Munro
Ian Burvill
Options 16,475,200
Options/
Rights
Options
34,378,800
7,156,300
2,365,300
(3,923,000)
‐ 14,917,500
14,917,500
12,552,200
2,365,300
6,666,700
‐
‐ 41,045,500
41,045,500
20,000,000
21,045,500
2,365,300
(3,923,000)
‐ 14,917,500
14,917,500
12,552,200
2,365,300
6,666,700
‐
‐ 41,045,500
41,045,500
20,000,000
21,045,500
Clive Jones
Options
8,237,600
1,182,600
(1,961,500)
Mike Leech
Options
3,839,000
1,866,900
‐
7,458,700
7,458,700
6,276,100
1,182,600
Clive Jones
Options
8,237,600
1,182,600
(1,961,500)
5,705,900
5,705,900
3,839,000
1,866,900
Mike Leech
Options
3,839,000
1,866,900
‐
1,182,600
(1,961,500)
6,377,400
6,377,400
5,194,800
1,182,600
1,182,600
(1,961,500)
‐
‐
‐
‐
‐
‐
6,377,400
6,377,400
5,194,800
1,182,600
7,458,700
7,458,700
6,276,100
1,182,600
5,705,900
5,705,900
3,839,000
1,866,900
70,086,900
13,264,100
(7,846,000)
‐ 75,505,000
75,505,000
47,862,100
27,642,900
70,086,900
13,264,100
(7,846,000)
‐ 75,505,000
75,505,000
47,862,100
27,642,900
Executives
Executives
Werner Ewald
Rights
13,189,016
3,492,700
(3,102,450)
(1,516,652) 12,062,614
13,189,016
3,492,000
(3,102,450)
(1,516,652) 12,062,614
‐
‐
‐
‐
‐
‐
Werner Ewald
Rights
13,189,016
3,492,700
(3,102,450)
(1,516,652) 12,062,614
13,189,016
3,492,000
(3,102,450)
(1,516,652) 12,062,614
‐
‐
‐
‐
‐
‐
(i)
Includes share options and performance rights held directly, indirectly and beneficially by key management personnel.
(i)
Includes share options and performance rights held directly, indirectly and beneficially by key management personnel.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
25
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
25
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
Table 10 – Shareholdings of key management personnel (i)
Table 10 – Shareholdings of key management personnel (i)
30 June 2019
Directors
Ronnie Beevor
Brandon Munro(ii)
Ian Burvill
Clive Jones
Mike Leech
Executives
Werner Ewald
Opening
Balance
1 July 2018
Granted as
Remuneration
Received on Exercise
of Share options /
conversion of rights
(Sales)
Purchases
Net Change
Other
Closing
Balance
30 June 2019
2,320,643
2,000,000
‐
77,207,668
‐
1,981,364
83,509,675
‐
‐
‐
‐
‐
‐
‐
3,923,000
‐
‐
‐
‐
‐
‐
‐
‐
‐
3,102,450
7,025,450
(1,568,081)
(1,568,081)
‐
‐
‐
‐
‐
‐
‐
6,243,643
2,000,000
‐
77,207,668
‐
3,515,733
88,967,044
30 June 2019
Directors
Ronnie Beevor
Brandon Munro(ii)
Ian Burvill
Clive Jones
Mike Leech
Executives
Werner Ewald
Opening
Balance
1 July 2018
Granted as
Remuneration
Received on Exercise
of Share options /
conversion of rights
(Sales)
Purchases
Net Change
Other
Closing
Balance
30 June 2019
2,320,643
2,000,000
‐
77,207,668
‐
1,981,364
83,509,675
‐
‐
‐
‐
‐
‐
‐
3,923,000
‐
‐
‐
‐
‐
‐
‐
‐
‐
3,102,450
7,025,450
(1,568,081)
(1,568,081)
‐
‐
‐
‐
‐
‐
‐
6,243,643
2,000,000
‐
77,207,668
‐
3,515,733
88,967,044
(i) Includes shares held directly, indirectly and beneficially by key management personnel.
(ii) Mr Munro purchased 500,000 ordinary shares at $0.043 per share on 9 August 2019 and is not included in the table above.
(i) Includes shares held directly, indirectly and beneficially by key management personnel.
(ii) Mr Munro purchased 500,000 ordinary shares at $0.043 per share on 9 August 2019 and is not included in the table above.
All equity transactions with key management personnel other than those arising from the exercise of remuneration
share options or asset acquisition share options have been entered into under terms and conditions no more
favourable than those the Group would have adopted if dealing at arm’s length
All equity transactions with key management personnel other than those arising from the exercise of remuneration
share options or asset acquisition share options have been entered into under terms and conditions no more
favourable than those the Group would have adopted if dealing at arm’s length
Table 11 – Shares issued on exercise of performance rights and options during the year ended 30 June 2019
Table 11 – Shares issued on exercise of performance rights and options during the year ended 30 June 2019
Shares
issued
#
Paid per
share
$
Unpaid per
share
$
3,923,000
A0.044
3,102,450
‐
‐
‐
Directors
Ronnie Beevor
Executives
Werner Ewald
5. ADDITIONAL INFORMATION
Performance over the Past 5 Years
Shares
issued
#
Paid per
share
$
Unpaid per
share
$
3,923,000
A0.044
3,102,450
‐
‐
‐
Directors
Ronnie Beevor
Executives
Werner Ewald
5. ADDITIONAL INFORMATION
Performance over the Past 5 Years
The objective of the LTI program is to reward and incentivise non‐executive directors and executives in a manner
which aligns with the creation of shareholder wealth. Bannerman’s performance during 2018/19 and the previous
four financial years are tabulated in Table 12 below:
The objective of the LTI program is to reward and incentivise non‐executive directors and executives in a manner
which aligns with the creation of shareholder wealth. Bannerman’s performance during 2018/19 and the previous
four financial years are tabulated in Table 12 below:
Table 12 – Bannerman’s performance for the past five years
Table 12 – Bannerman’s performance for the past five years
Year ended 30 June
Net loss after tax ($’000)
Net assets ($’000)
Market capitalisation ($ ‘000’s) at 30 June
Closing share price ($)
2019
(2,255)
62,965
47,000
$0.045
2018
(2,478)
62,776
56,000
$0.054
2017
(2,696)
57,847
26,000
$0.03
2016
(152)
50,610
19,000
$0.027
2015
(4,241)
53,117
19,000
$0.049
Year ended 30 June
Net loss after tax ($’000)
Net assets ($’000)
Market capitalisation ($ ‘000’s) at 30 June
Closing share price ($)
2019
(2,255)
62,965
47,000
$0.045
2018
(2,478)
62,776
56,000
$0.054
2017
(2,696)
57,847
26,000
$0.03
2016
(152)
50,610
19,000
$0.027
2015
(4,241)
53,117
19,000
$0.049
END OF REMUNERATION REPORT (AUDITED)
This report is made in accordance with a resolution of the directors.
END OF REMUNERATION REPORT (AUDITED)
This report is made in accordance with a resolution of the directors.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
26
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
26
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
Brandon Munro
CEO and Managing Director
Perth, 25 September 2019
Brandon Munro
CEO and Managing Director
Perth, 25 September 2019
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
27
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
27
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
TECHNICAL DISCLOSURES
TECHNICAL DISCLOSURES
Certain disclosures in this report, including management's assessment of Bannerman’s plans and projects, constitute
forward looking statements that are subject to numerous risks, uncertainties and other factors relating to
Bannerman’s operation as a mineral development company that may cause future results to differ materially from
those expressed or implied in such forward‐looking statements. Full descriptions of these risks can be found in
Bannerman’s various statutory reports, including its Annual Information Form available on the SEDAR website,
sedar.com. Readers are cautioned not to place undue reliance on forward‐looking statements. Bannerman
expressly disclaims any intention or obligation to update or revise any forward‐looking statements whether as a
result of new information, future events or otherwise.
The information in this announcement as it relates to Exploration Results is based on, and fairly represents,
information and supporting documentation prepared by Mr Marthinus Prinsloo. Mr Prinsloo is a full time employee
of Bannerman Resources Limited and is a Member of the Australasian Institute of Mining and Metallurgy (AusIMM).
Mr Prinsloo has sufficient experience which is relevant to the style of mineralisation and type of deposit under
consideration, and to the activities, which he is undertaking. This qualifies Mr Prinsloo as a “Competent Person” as
defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and
Ore Reserves’ and a Qualified Person as defined by Canadian National Instrument 43‐101. Mr Prinsloo consents to
the inclusion in this announcement in the form and context in which it appears. Mr Prinsloo holds shares and
performance rights in Bannerman Resources Limited.
Certain disclosures in this report, including management's assessment of Bannerman’s plans and projects, constitute
forward looking statements that are subject to numerous risks, uncertainties and other factors relating to
Bannerman’s operation as a mineral development company that may cause future results to differ materially from
those expressed or implied in such forward‐looking statements. Full descriptions of these risks can be found in
Bannerman’s various statutory reports, including its Annual Information Form available on the SEDAR website,
sedar.com. Readers are cautioned not to place undue reliance on forward‐looking statements. Bannerman
expressly disclaims any intention or obligation to update or revise any forward‐looking statements whether as a
result of new information, future events or otherwise.
The information in this announcement as it relates to Exploration Results is based on, and fairly represents,
information and supporting documentation prepared by Mr Marthinus Prinsloo. Mr Prinsloo is a full time employee
of Bannerman Resources Limited and is a Member of the Australasian Institute of Mining and Metallurgy (AusIMM).
Mr Prinsloo has sufficient experience which is relevant to the style of mineralisation and type of deposit under
consideration, and to the activities, which he is undertaking. This qualifies Mr Prinsloo as a “Competent Person” as
defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and
Ore Reserves’ and a Qualified Person as defined by Canadian National Instrument 43‐101. Mr Prinsloo consents to
the inclusion in this announcement in the form and context in which it appears. Mr Prinsloo holds shares and
performance rights in Bannerman Resources Limited.
Refer to the full announcement, titled “Reconnaissance Drilling Highlights Potential Satellite Feed”, dated 28
February 2019.
Refer to the full announcement, titled “Reconnaissance Drilling Highlights Potential Satellite Feed”, dated 28
February 2019.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
28
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
28
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
Interest revenue
Other income
Employee benefits
Compliance and regulatory expenses
Depreciation expense
Other expenses
Loss before income tax
Income tax benefit
Net loss for the year
Note
2
3
4(a)
4(b)
6
2019
$'000
2018
$'000
146
‐
(1,630)
(166)
(17)
(588)
(2,255)
‐
31
2
(1,617)
(172)
(23)
(699)
(2,478)
‐
Interest revenue
Other income
Employee benefits
Compliance and regulatory expenses
Depreciation expense
Other expenses
Loss before income tax
Income tax benefit
Note
2
3
4(a)
4(b)
6
2019
$'000
2018
$'000
146
‐
(1,630)
(166)
(17)
(588)
(2,255)
‐
31
2
(1,617)
(172)
(23)
(699)
(2,478)
‐
(2,255)
(2,478)
Net loss for the year
(2,255)
(2,478)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
14(b)
Other comprehensive income for the year
Total comprehensive income/(loss)
Loss is attributable to:
Equity holders of Bannerman Resources Limited
Non‐controlling interest
Total comprehensive income/(loss) is attributable to:
Equity holders of Bannerman Resources Limited
Non‐controlling interest
Basic and diluted loss per share to the ordinary equity
holders of the Company (cents per share):
25
16
1,469
1,469
(786)
(2,231)
(24)
(2,255)
(765)
(21)
(786)
(870)
(870)
(3,348)
(2,446)
(32)
(2,478)
(3,314)
(34)
(3,348)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
14(b)
Other comprehensive income for the year
Total comprehensive income/(loss)
Loss is attributable to:
Equity holders of Bannerman Resources Limited
Non‐controlling interest
Total comprehensive income/(loss) is attributable to:
Equity holders of Bannerman Resources Limited
Non‐controlling interest
25
16
1,469
1,469
(786)
(2,231)
(24)
(2,255)
(765)
(21)
(786)
(870)
(870)
(3,348)
(2,446)
(32)
(2,478)
(3,314)
(34)
(3,348)
(0.22)
(0.29)
(0.22)
(0.29)
Basic and diluted loss per share to the ordinary equity
holders of the Company (cents per share):
The above statement of comprehensive income should be read in conjunction with the accompanying notes.
The above statement of comprehensive income should be read in conjunction with the accompanying notes.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
29
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
29
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
Consolidated
Note
2019
$'000
2018
$'000
Consolidated
Note
2019
$'000
2018
$'000
CURRENT ASSETS
Cash and cash equivalents
Other receivables
Other
TOTAL CURRENT ASSETS
NON CURRENT ASSETS
Other receivables
Property, plant and equipment
Exploration and evaluation expenditure
TOTAL NON CURRENT ASSETS
TOTAL ASSETS
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 PARENT ENTITY INTEREST
Non‐controlling interest
7
8
8
9
10
11
12
13
14
25
6,268
142
48
6,458
8
128
56,893
57,029
63,487
134
91
225
297
297
522
8,325
124
43
8,492
8
127
54,933
55,068
63,560
143
167
310
474
474
784
62,965
62,776
141,156
30,348
(108,224)
63,280
(315)
140,983
28,080
(105,993)
63,070
(294)
CURRENT ASSETS
Cash and cash equivalents
Other receivables
Other
TOTAL CURRENT ASSETS
NON CURRENT ASSETS
Other receivables
Property, plant and equipment
Exploration and evaluation expenditure
TOTAL NON CURRENT ASSETS
TOTAL ASSETS
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 PARENT ENTITY INTEREST
Non‐controlling interest
7
8
8
9
10
11
12
13
14
25
6,268
142
48
6,458
8
128
56,893
57,029
63,487
134
91
225
297
297
522
8,325
124
43
8,492
8
127
54,933
55,068
63,560
143
167
310
474
474
784
62,965
62,776
141,156
30,348
(108,224)
63,280
(315)
140,983
28,080
(105,993)
63,070
(294)
TOTAL EQUITY
62,965
62,776
TOTAL EQUITY
62,965
62,776
The above statement of financial position should be read in conjunction with the accompanying notes.
The above statement of financial position should be read in conjunction with the accompanying notes.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
30
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
30
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
Note
Consolidated
2019
$'000
2018
$'000
Note
Consolidated
2019
$'000
2018
$'000
Cash Flows from Operating Activities
Payments to suppliers and employees
Interest received
Net cash flows used in operating activities
17
Cash Flows From Investing Activities
Payments for exploration and evaluation
Purchase of property, plant & equipment
Proceeds from disposal of property, plant & equipment
Net cash flows used in investing activities
Cash Flows from Financing Activities
Proceeds from issue of shares
Transaction costs of financing
Net cash flows provided by financing activities
Net (decrease) / increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Net foreign exchange differences
Cash and cash equivalents at end of year
7
(1,576)
143
(1,433)
(793)
(3)
‐
(796)
173
‐
173
(2,056)
8,325
(1)
6,268
(1,621)
31
(1,590)
(1,016)
(3)
1
(1,018)
8,000
(492)
7,508
4,900
3,420
5
8,325
Cash Flows from Operating Activities
Payments to suppliers and employees
Interest received
Net cash flows used in operating activities
17
Cash Flows From Investing Activities
Payments for exploration and evaluation
Purchase of property, plant & equipment
Proceeds from disposal of property, plant & equipment
Net cash flows used in investing activities
Cash Flows from Financing Activities
Proceeds from issue of shares
Transaction costs of financing
Net cash flows provided by financing activities
Net (decrease) / increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Net foreign exchange differences
Cash and cash equivalents at end of year
7
(1,576)
143
(1,433)
(793)
(3)
‐
(796)
173
‐
173
(2,056)
8,325
(1)
6,268
(1,621)
31
(1,590)
(1,016)
(3)
1
(1,018)
8,000
(492)
7,508
4,900
3,420
5
8,325
The above cash flow statement should be read in conjunction with the accompanying notes.
The above cash flow statement should be read in conjunction with the accompanying notes.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
31
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
31
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
Issued
Capital
Note 13
Share Based
Foreign
Convertible
Accumulated
Payment
Currency
Note
Losses
Reserve
Reserve
Reserve
Note 14(a)
Note 14(b)
Note 14 (c)
Equity
Reserve
Note 14 (e)
Non‐
controlling
Interest
Note 25
Total
Issued
Capital
Note 13
Share Based
Foreign
Convertible
Accumulated
Payment
Currency
Note
Losses
Reserve
Reserve
Reserve
Note 14(a)
Note 14(b)
Note 14 (c)
Equity
Reserve
Note 14 (e)
Non‐
controlling
Interest
Note 25
Total
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Balance at 1 July 2018
140,983
(105,993)
56,152
(27,142)
4,038
(4,968)
(294)
62,776
Balance at 1 July 2018
140,983
(105,993)
56,152
(27,142)
4,038
(4,968)
(294)
62,776
Loss for the period
Other comprehensive
income
Total comprehensive income
for the period
‐
‐
‐
(2,231)
‐
(2,231)
Shares issued during the
period
Share‐based payments
173
‐
‐
‐
‐
‐
‐
‐
802
‐
1,466
1,466
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
(24)
(2,255)
3
1,469
(21)
(786)
‐
‐
173
802
Loss for the period
Other comprehensive
income
Total comprehensive income
for the period
‐
‐
‐
(2,231)
‐
(2,231)
Shares issued during the
period
Share‐based payments
173
‐
‐
‐
‐
‐
‐
‐
802
‐
1,466
1,466
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
(24)
(2,255)
3
1,469
(21)
(786)
‐
‐
173
802
Total Equity at 30 June 2019
141,156
(108,224)
56,954
(25,676)
4,038
(4,968)
(315)
62,965
Total Equity at 30 June 2019
141,156
(108,224)
56,954
(25,676)
4,038
(4,968)
(315)
62,965
Issued
Capital
Note 13
Share Based
Foreign
Convertible
Accumulated
Payment
Currency
Note
Losses
Reserve
Reserve
Reserve
Note 14(a)
Note 14(b)
Note 14 (c)
Equity
Reserve
Note 14 (d)
Non‐
controlling
Interest
Note 25
Total
Issued
Capital
Note 13
Share Based
Foreign
Convertible
Accumulated
Payment
Currency
Note
Losses
Reserve
Reserve
Reserve
Note 14(a)
Note 14(b)
Note 14 (c)
Equity
Reserve
Note 14 (d)
Non‐
controlling
Interest
Note 25
Total
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Balance at 1 July 2017
133,475
(103,547)
55,383
(26,274)
4,038
(4,968)
(260)
57,847
Balance at 1 July 2017
133,475
(103,547)
55,383
(26,274)
4,038
(4,968)
(260)
57,847
Loss for the period
Other comprehensive
income
Total comprehensive income
for the period
‐
‐
‐
(2,446)
‐
(2,446)
Shares issued during the
period
Cost of share issue
Share‐based payments
8,000
(492)
‐
‐
‐
‐
‐
‐
‐
‐
‐
769
‐
(868)
(868)
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
(32)
(2,478)
(2)
(870)
(34)
(3,348)
‐
‐
‐
8,000
(492)
769
Loss for the period
Other comprehensive
income
Total comprehensive income
for the period
‐
‐
‐
(2,446)
‐
(2,446)
Shares issued during the
period
Cost of share issue
Share‐based payments
8,000
(492)
‐
‐
‐
‐
‐
‐
‐
‐
‐
769
‐
(868)
(868)
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
(32)
(2,478)
(2)
(870)
(34)
(3,348)
‐
‐
‐
8,000
(492)
769
Total Equity at 30 June 2018
140,983
(105,993)
56,152
(27,142)
4,038
(4,968)
(294)
62,776
Total Equity at 30 June 2018
140,983
(105,993)
56,152
(27,142)
4,038
(4,968)
(294)
62,776
The above statement of changes in equity should be read in conjunction with the accompanying notes.
The above statement of changes in equity should be read in conjunction with the accompanying notes.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
32
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
32
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
1. BASIS OF PREPARATION AND ACCOUNTING POLICIES
1. BASIS OF PREPARATION AND ACCOUNTING POLICIES
Corporate Information
Corporate Information
This financial report of Bannerman for the year ended 30 June 2019 was authorised for issue in accordance with
a resolution of the directors on 24 September 2019.
This financial report of Bannerman for the year ended 30 June 2019 was authorised for issue in accordance with
a resolution of the directors on 24 September 2019.
Bannerman is a company limited by shares incorporated in Australia whose shares are publicly traded on the
Australian Securities Exchange and the Namibian Stock Exchange.
Bannerman is a company limited by shares incorporated in Australia whose shares are publicly traded on the
Australian Securities Exchange and the Namibian Stock Exchange.
Basis of Preparation and Accounting Policies
Basis of Preparation and Accounting Policies
The financial report is a general purpose financial report that has been prepared in accordance with Australian
Accounting Standards, including Australian Accounting Interpretations, other authoritative pronouncements of
the Australian Accounting Standards Board and the Corporations Act 2001. The financial report has also been
prepared on an historical cost basis, except for land and buildings which has been measured at fair value.
The financial report is a general purpose financial report that has been prepared in accordance with Australian
Accounting Standards, including Australian Accounting Interpretations, other authoritative pronouncements of
the Australian Accounting Standards Board and the Corporations Act 2001. The financial report has also been
prepared on an historical cost basis, except for land and buildings which has been measured at fair value.
The financial report covers the consolidated entity comprising Bannerman and its controlled entities (the
“Group”).
The financial report covers the consolidated entity comprising Bannerman and its controlled entities (the
“Group”).
The financial report is presented in Australian dollars and all values are rounded to the nearest thousand dollars
($'000) unless otherwise stated under the option available to the Company under Australian Securities and
Investments Commission (ASIC) Class Order 2016/191. The Company is an entity to which the Class Order
applies.
The financial report is presented in Australian dollars and all values are rounded to the nearest thousand dollars
($'000) unless otherwise stated under the option available to the Company under Australian Securities and
Investments Commission (ASIC) Class Order 2016/191. The Company is an entity to which the Class Order
applies.
For the purposes of preparing the consolidated financial statements, the Company is a for‐profit entity.
For the purposes of preparing the consolidated financial statements, the Company is a for‐profit entity.
Statement of Compliance
Statement of Compliance
The financial report complies with Australian Accounting Standards as issued by the Australian Accounting
Standards Board and International Financial Reporting Standards ("IFRS") as issued by the International
Accounting Standards Board.
The financial report complies with Australian Accounting Standards as issued by the Australian Accounting
Standards Board and International Financial Reporting Standards ("IFRS") as issued by the International
Accounting Standards Board.
New Accounting Standards and Interpretations
New Accounting Standards and Interpretations
The accounting policies adopted are consistent with those of the previous financial year except as follows:
The accounting policies adopted are consistent with those of the previous financial year except as follows:
Adoption of new accounting standards
Adoption of new accounting standards
The Group has applied AASB 15 Revenue from Contracts with Customers and AASB 9 Financial Instruments for the
first time. The nature and effect of these new accounting standards are described below.
The Group has applied AASB 15 Revenue from Contracts with Customers and AASB 9 Financial Instruments for the
first time. The nature and effect of these new accounting standards are described below.
The Group has not early adopted any standards, interpretations or amendments that have been issued but are
not yet effective.
The Group has not early adopted any standards, interpretations or amendments that have been issued but are
not yet effective.
AASB 9 Financial Instruments (AASB 9)
AASB 9 Financial Instruments (AASB 9)
AASB 9 Financial Instruments (AASB 9) replaces AASB 139 Financial Instruments: Recognition and Measurement
(AASB 139) for annual periods beginning on or after 1 January 2018, bringing together all three aspects of the
accounting for financial instruments: classification and measurement; impairment; and hedge accounting.
AASB 9 Financial Instruments (AASB 9) replaces AASB 139 Financial Instruments: Recognition and Measurement
(AASB 139) for annual periods beginning on or after 1 January 2018, bringing together all three aspects of the
accounting for financial instruments: classification and measurement; impairment; and hedge accounting.
The Group has applied AASB 9 prospectively, with the initial application date of 1 July 2018.
The Group has applied AASB 9 prospectively, with the initial application date of 1 July 2018.
AASB 9 sets out requirements for recognising and measuring financial assets, financial liabilities and some
contracts to buy or sell non‐financial items. AASB 9 largely retains the existing requirements of AASB 139 for the
AASB 9 sets out requirements for recognising and measuring financial assets, financial liabilities and some
contracts to buy or sell non‐financial items. AASB 9 largely retains the existing requirements of AASB 139 for the
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
33
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
33
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
classification and measurement of financial liabilities, however, it eliminates the previous AASB 139 categories
for financial assets held to maturity, receivables and available for sale. Under AASB 9, on initial recognition a
financial asset is classified as measured at:
classification and measurement of financial liabilities, however, it eliminates the previous AASB 139 categories
for financial assets held to maturity, receivables and available for sale. Under AASB 9, on initial recognition a
financial asset is classified as measured at:
Amortised cost;
Fair Value through Other Comprehensive Income (FVOCI) – debt investment;
FVOCI – equity investment; or
Fair Value through Profit or Loss (FVTPL)
Amortised cost;
Fair Value through Other Comprehensive Income (FVOCI) – debt investment;
FVOCI – equity investment; or
Fair Value through Profit or Loss (FVTPL)
The classification of financial assets under AASB 9 is generally based on the business model in which a financial
asset is managed and its contractual cash flow characteristics. A financial asset (unless it is a trade receivable
without a significant financing component that is initially measured at the transaction price) is initially measured
at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition. For
financial assets measured at amortised cost, these assets are subsequently measured at amortised cost using the
effective interest method. The amortised cost is reduced by impairment losses.
The classification of financial assets under AASB 9 is generally based on the business model in which a financial
asset is managed and its contractual cash flow characteristics. A financial asset (unless it is a trade receivable
without a significant financing component that is initially measured at the transaction price) is initially measured
at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition. For
financial assets measured at amortised cost, these assets are subsequently measured at amortised cost using the
effective interest method. The amortised cost is reduced by impairment losses.
Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or
loss on derecognition is recognised in profit or loss.
Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or
loss on derecognition is recognised in profit or loss.
As of 1 July 2018, the Company’s financial instruments consist of cash and cash equivalents, trade and other
receivables and trade and other payables.
As of 1 July 2018, the Company’s financial instruments consist of cash and cash equivalents, trade and other
receivables and trade and other payables.
Cash and cash equivalents and trade and other receivables previously designated as receivables under AASB 139
are now classified as amortised cost under AASB 9. The trade and other payables are designated as other
financial liabilities, which are measured at amortised cost.
Cash and cash equivalents and trade and other receivables previously designated as receivables under AASB 139
are now classified as amortised cost under AASB 9. The trade and other payables are designated as other
financial liabilities, which are measured at amortised cost.
The cash and cash equivalents, trade and other receivables and trade and other payables approximate their fair
value due to their short‐term nature.
The cash and cash equivalents, trade and other receivables and trade and other payables approximate their fair
value due to their short‐term nature.
Impairment of financial assets
Impairment of financial assets
In relation to the financial assets carried at amortised cost, AASB 9 requires an expected credit loss model to be
applied as opposed to an incurred credit loss model under AASB 139. The expected credit loss model requires the
Group to account for expected credit losses and changes in those expected credit losses at each reporting date to
reflect changes in credit risk since initial recognition of the financial asset. In particular, AASB 9 requires the
Group to measure the loss allowance at an amount equal to lifetime expected credit loss (“ECL”) if the credit risk
on the instrument has increased significantly since initial recognition. On the other hand, if the credit risk on the
financial instrument has not increased significantly since initial recognition, the Group is required to measure the
loss allowance for that financial instrument at an amount equal to the ECL within the next 12 months. The Group
applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but
instead recognises a loss allowance based on lifetime ECL at each reporting date.
In relation to the financial assets carried at amortised cost, AASB 9 requires an expected credit loss model to be
applied as opposed to an incurred credit loss model under AASB 139. The expected credit loss model requires the
Group to account for expected credit losses and changes in those expected credit losses at each reporting date to
reflect changes in credit risk since initial recognition of the financial asset. In particular, AASB 9 requires the
Group to measure the loss allowance at an amount equal to lifetime expected credit loss (“ECL”) if the credit risk
on the instrument has increased significantly since initial recognition. On the other hand, if the credit risk on the
financial instrument has not increased significantly since initial recognition, the Group is required to measure the
loss allowance for that financial instrument at an amount equal to the ECL within the next 12 months. The Group
applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but
instead recognises a loss allowance based on lifetime ECL at each reporting date.
As at 1 July 2018, the directors of the Company reviewed and assessed the Group’s existing financial assets for
impairment using reasonable and supportable information. The result of the assessment is as follows:
As at 1 July 2018, the directors of the Company reviewed and assessed the Group’s existing financial assets for
impairment using reasonable and supportable information. The result of the assessment is as follows:
Class of financial instrument
presented in the statement of
financial position
Original measurement category
under AASB 139
New measurement category under
AASB 9
Class of financial instrument
presented in the statement of
financial position
Original measurement category
under AASB 139
New measurement category under
AASB 9
Cash and cash equivalents
Loans and receivables
Financial assets at amortised cost
Cash and cash equivalents
Loans and receivables
Financial assets at amortised cost
Trade and other receivables
Loans and receivables
Financial assets at amortised cost
Trade and other receivables
Loans and receivables
Financial assets at amortised cost
Trade and other payables
Financial Liability at amortised cost
Financial liability at amortised cost
Trade and other payables
Financial Liability at amortised cost
Financial liability at amortised cost
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
34
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
34
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
The change in classification has not resulted in any re‐measurement adjustment at 1 July 2018.
The change in classification has not resulted in any re‐measurement adjustment at 1 July 2018.
AASB 15 Revenue from Contracts with Customers (AASB 15)
AASB 15 Revenue from Contracts with Customers (AASB 15)
The Group has adopted AASB 15 as issued in May 2014 with the date of initial application being 1 July 2018. In
accordance with the transitional provisions in AASB 15 the standard has been applied using the full retrospective
approach.
The Group has adopted AASB 15 as issued in May 2014 with the date of initial application being 1 July 2018. In
accordance with the transitional provisions in AASB 15 the standard has been applied using the full retrospective
approach.
AASB 15 supersedes AASB 118 Revenue, AASB 111 Construction Contracts and related Interpretations and it
applies to all revenue arising from contracts with customers, unless those contracts are in the scope of other
standards. The new standard establishes a five‐step model to account for revenue arising from contracts with
customers. Under AASB 15, revenue is recognised at an amount that reflects the consideration to which an
entity expects to be entitled in exchange for transferring goods or services to a customer.
AASB 15 supersedes AASB 118 Revenue, AASB 111 Construction Contracts and related Interpretations and it
applies to all revenue arising from contracts with customers, unless those contracts are in the scope of other
standards. The new standard establishes a five‐step model to account for revenue arising from contracts with
customers. Under AASB 15, revenue is recognised at an amount that reflects the consideration to which an
entity expects to be entitled in exchange for transferring goods or services to a customer.
At 1 July 2018 it was determined that the adoption of AASB 15 had no impact on the Group.
At 1 July 2018 it was determined that the adoption of AASB 15 had no impact on the Group.
Reference
Title
Summary
Reference
Title
Summary
AASB 2016‐5
AASB 2017‐1
Amendments to
Australian Accounting
Standards –
Classification and
Measurement of
Share‐based Payment
Transactions
Amendments to
Australian Accounting
Standards – Transfers
of Investments
Property, Annual
Improvements 2014‐
2016 Cycle and Other
Amendments
This Standard amends AASB 2 Share‐based Payment, clarifying how to account for certain types
of share‐based payment transactions. The amendments provide requirements on the accounting
for:
The effects of vesting and non‐vesting conditions on the measurement of cash‐settled share‐
based payments
Share‐based payment transactions with a net settlement feature for withholding tax
obligations
A modification to the terms and conditions of a share‐based payment that changes the
classification of the transaction from cash‐settled to equity‐settled.
The amendments clarify certain requirements in:
AASB 1 First‐time Adoption of Australian Accounting Standards – deletion of exemptions for
first‐time adopters and addition of an exemption arising from AASB Interpretation 22 Foreign
Currency Transactions and Advance Consideration
AASB 12 Disclosure of Interests in Other Entities – clarification of scope
AASB 128 Investments in Associates and Joint Ventures – measuring an associate or joint
venture at fair value
AASB 140 Investment Property – change in use.
AASB
Interpretation
22
Foreign Currency
Transactions and
Advance
Consideration
The Interpretation clarifies that in determining the spot exchange rate to use on initial
recognition of the related asset, expense or income (or part of it) on the derecognition of a non‐
monetary asset or non‐monetary liability relating to advance consideration, the date of the
transaction is the date on which an entity initially recognises the non‐monetary asset or non‐
monetary liability arising from the advance consideration. If there are multiple payments or
receipts in advance, then the entity must determine a date of the transactions for each payment
or receipt of advance consideration.
AASB 2016‐5
AASB 2017‐1
Amendments to
Australian Accounting
Standards –
Classification and
Measurement of
Share‐based Payment
Transactions
Amendments to
Australian Accounting
Standards – Transfers
of Investments
Property, Annual
Improvements 2014‐
2016 Cycle and Other
Amendments
This Standard amends AASB 2 Share‐based Payment, clarifying how to account for certain types
of share‐based payment transactions. The amendments provide requirements on the accounting
for:
The effects of vesting and non‐vesting conditions on the measurement of cash‐settled share‐
based payments
Share‐based payment transactions with a net settlement feature for withholding tax
obligations
A modification to the terms and conditions of a share‐based payment that changes the
classification of the transaction from cash‐settled to equity‐settled.
The amendments clarify certain requirements in:
AASB 1 First‐time Adoption of Australian Accounting Standards – deletion of exemptions for
first‐time adopters and addition of an exemption arising from AASB Interpretation 22 Foreign
Currency Transactions and Advance Consideration
AASB 12 Disclosure of Interests in Other Entities – clarification of scope
AASB 128 Investments in Associates and Joint Ventures – measuring an associate or joint
venture at fair value
AASB 140 Investment Property – change in use.
AASB
Interpretation
22
Foreign Currency
Transactions and
Advance
Consideration
The Interpretation clarifies that in determining the spot exchange rate to use on initial
recognition of the related asset, expense or income (or part of it) on the derecognition of a non‐
monetary asset or non‐monetary liability relating to advance consideration, the date of the
transaction is the date on which an entity initially recognises the non‐monetary asset or non‐
monetary liability arising from the advance consideration. If there are multiple payments or
receipts in advance, then the entity must determine a date of the transactions for each payment
or receipt of advance consideration.
New Accounting Standards and Interpretations not yet adopted
New Accounting Standards and Interpretations not yet adopted
Australian Accounting Standards and interpretations which have recently been issued or amended but are not
yet effective and have not been early‐adopted by the Group for the annual reporting period ending 30 June
2019. These standards and interpretations are tabulated below:
Australian Accounting Standards and interpretations which have recently been issued or amended but are not
yet effective and have not been early‐adopted by the Group for the annual reporting period ending 30 June
2019. These standards and interpretations are tabulated below:
Reference
Title
Summary
Uncertainty
over Income Tax
Treatments
AASB
Interpretation
23, and
relevant
amending
standards
The Interpretation clarifies the application of the
recognition and measurement criteria in IAS 12 Income
Taxes when there is uncertainty over income tax
treatments. The Interpretation specifically addresses the
following:
Whether an entity considers uncertain tax treatments
separately
The assumptions an entity makes about the
examination of tax treatments by taxation authorities
How an entity determines taxable profit (tax loss), tax
Application
date of
standard
1 Jan 2019
Application
date for
Group
1 Jul 2019
Impact on Group
Accounting
Policies
The impact of
these
amendments will
not be material.
Reference
Title
Summary
Uncertainty
over Income Tax
Treatments
AASB
Interpretation
23, and
relevant
amending
standards
The Interpretation clarifies the application of the
recognition and measurement criteria in IAS 12 Income
Taxes when there is uncertainty over income tax
treatments. The Interpretation specifically addresses the
following:
Whether an entity considers uncertain tax treatments
separately
The assumptions an entity makes about the
examination of tax treatments by taxation authorities
How an entity determines taxable profit (tax loss), tax
Application
date of
standard
1 Jan 2019
Application
date for
Group
1 Jul 2019
Impact on Group
Accounting
Policies
The impact of
these
amendments will
not be material.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
35
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
35
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
Reference
Title
Summary
AASB 2018‐7
Amendments to
Australian
Accounting
Standards –
Definition of
Material
AASB 2014‐10 Amendments to
Australian
Accounting
Standards –
Sale or
Contribution of
Assets between
an Investor and
its Associate or
Joint Venture
bases, unused tax losses, unused tax credits and tax
rates
How an entity considers changes in facts and
circumstances.
This Standard amends AASB 101 Presentation of Financial
Statements and AAS 108 Accounting Policies, Changes in
Accounting Estimates and Errors to align the definition of
‘material’ across the standards and to clarify certain
aspects of the definition. The amendments clarify that
materiality will depend on the nature or magnitude of
information. An entity will need to assess whether the
information, either individually or in combination with
other information, is material in the context of the
financial statements. A misstatement of information is
material if it could reasonably be expected to influence
decisions made by the primary users.
The amendments clarify that a full gain or loss is
recognised when a transfer to an associate or joint venture
involves a business as defined in AASB 3 Business
Combinations. Any gain or loss resulting from the sale or
contribution of assets that does not constitute a business,
however, is recognised only to the extent of unrelated
investors’ interests in the associate or joint venture. AASB
2015‐10 deferred the mandatory effective date
(application date) of AASB2014‐10 so that the
amendments were required to be applied for annual
reporting periods beginning on or after 1 January 2018
instead of 1 January 2016. AASB 2017‐5further defers the
effective date of the amendments made in AASB 2014‐10
to periods beginning on or after 1 January 2022
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
Application
date of
standard
Application
date for
Group
Impact on Group
Accounting
Policies
Reference
Title
Summary
Application
date of
standard
Application
date for
Group
Impact on Group
Accounting
Policies
1 Jan 2020
1 Jul 2020
1 Jan 2022
1 Jul 2022
The Group has
yet to fully assess
the impact of
these
amendments on
the financial
statements.
The amendments
to this standard
are not expected
to have a
significant impact
on the Group’s
financial results
or balance sheet
in the initial year
of application.
AASB 2018‐7
Amendments to
Australian
Accounting
Standards –
Definition of
Material
AASB 2014‐10 Amendments to
Australian
Accounting
Standards –
Sale or
Contribution of
Assets between
an Investor and
its Associate or
Joint Venture
bases, unused tax losses, unused tax credits and tax
rates
How an entity considers changes in facts and
circumstances.
This Standard amends AASB 101 Presentation of Financial
Statements and AAS 108 Accounting Policies, Changes in
Accounting Estimates and Errors to align the definition of
‘material’ across the standards and to clarify certain
aspects of the definition. The amendments clarify that
materiality will depend on the nature or magnitude of
information. An entity will need to assess whether the
information, either individually or in combination with
other information, is material in the context of the
financial statements. A misstatement of information is
material if it could reasonably be expected to influence
decisions made by the primary users.
The amendments clarify that a full gain or loss is
recognised when a transfer to an associate or joint venture
involves a business as defined in AASB 3 Business
Combinations. Any gain or loss resulting from the sale or
contribution of assets that does not constitute a business,
however, is recognised only to the extent of unrelated
investors’ interests in the associate or joint venture. AASB
2015‐10 deferred the mandatory effective date
(application date) of AASB2014‐10 so that the
amendments were required to be applied for annual
reporting periods beginning on or after 1 January 2018
instead of 1 January 2016. AASB 2017‐5further defers the
effective date of the amendments made in AASB 2014‐10
to periods beginning on or after 1 January 2022
1 Jan 2020
1 Jul 2020
1 Jan 2022
1 Jul 2022
The Group has
yet to fully assess
the impact of
these
amendments on
the financial
statements.
The amendments
to this standard
are not expected
to have a
significant impact
on the Group’s
financial results
or balance sheet
in the initial year
of application.
The impact of new and amended accounting standards and interpretations issued but not yet effective:
The impact of new and amended accounting standards and interpretations issued but not yet effective:
AASB 16 Leases (AASB 16)
AASB 16 Leases (AASB 16)
AASB 16 requires lessees to account for all leases under a single on‐balance sheet model in a similar way to
finance leases under AASB 117 Leases. The standard includes two recognition exemptions for lessees – leases of
’low‐value’ assets (e.g., personal computers) and short‐term leases (i.e., leases with a lease term of 12 months
or less). At the commencement date of a lease, a lessee will recognise a liability to make lease payments (i.e.,
the lease liability) and an asset representing the right to use the underlying asset during the lease term (i.e., the
right‐of‐use asset).
AASB 16 requires lessees to account for all leases under a single on‐balance sheet model in a similar way to
finance leases under AASB 117 Leases. The standard includes two recognition exemptions for lessees – leases of
’low‐value’ assets (e.g., personal computers) and short‐term leases (i.e., leases with a lease term of 12 months
or less). At the commencement date of a lease, a lessee will recognise a liability to make lease payments (i.e.,
the lease liability) and an asset representing the right to use the underlying asset during the lease term (i.e., the
right‐of‐use asset).
Lessees are required to separately recognise the interest expense on the lease liability and the depreciation
expense on the right‐of‐use asset.
Lessees are required to separately recognise the interest expense on the lease liability and the depreciation
expense on the right‐of‐use asset.
Lessees are required to remeasure the lease liability upon the occurrence of certain events (e.g., a change in the
lease term, a change in future lease payments resulting from a change in an index or rate used to determine
those payments). The lessee will generally recognise the amount of the remeasurement of the lease liability as
an adjustment to the right‐of‐use asset.
Lessees are required to remeasure the lease liability upon the occurrence of certain events (e.g., a change in the
lease term, a change in future lease payments resulting from a change in an index or rate used to determine
those payments). The lessee will generally recognise the amount of the remeasurement of the lease liability as
an adjustment to the right‐of‐use asset.
The Group has substantially completed the impact assessment of AASB 16 and it was determined that the
adoption of AASB 16 had no impact on the Group as at 1 July 2019.
The Group has substantially completed the impact assessment of AASB 16 and it was determined that the
adoption of AASB 16 had no impact on the Group as at 1 July 2019.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
36
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
36
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
Accounting Policies
a)
Basis of Consolidation
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
Accounting Policies
a)
Basis of Consolidation
The consolidated financial statements comprise the financial statements of the Group and its subsidiaries as at
30 June 2019. Control is achieved when the Group is exposed, or has rights, to variable returns from its
involvement with the investee and has the ability to affect those returns through its power over the investee.
The consolidated financial statements comprise the financial statements of the Group and its subsidiaries as at
30 June 2019. Control is achieved when the Group is exposed, or has rights, to variable returns from its
involvement with the investee and has the ability to affect those returns through its power over the investee.
Specifically, the Group controls an investee if and only if the Group has:
Specifically, the Group controls an investee if and only if the Group has:
Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of
Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of
the investee);
Exposure, or rights, to variable returns from its involvement with the investee, and
The ability to use its power over the investee to affect its returns.
the investee);
Exposure, or rights, to variable returns from its involvement with the investee, and
The ability to use its power over the investee to affect its returns.
When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all
relevant facts and circumstances in assessing whether it has power over an investee, including:
When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all
relevant facts and circumstances in assessing whether it has power over an investee, including:
The contractual arrangement with the other vote holders of the investee
Rights arising from other contractual arrangements
The Group’s voting rights and potential voting rights
The contractual arrangement with the other vote holders of the investee
Rights arising from other contractual arrangements
The Group’s voting rights and potential voting rights
The Group re‐assesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group
obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities,
income and expenses of a subsidiary acquired or disposed of during the year are included in the statement of
comprehensive income from the date the Group gains control until the date the Group ceases to control the
subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the equity holders of the
parent of the Group and to the non‐controlling interests, even if this results in the non‐controlling interests
having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to
bring their accounting policies into line with the Group’s accounting policies. All intra‐group assets and liabilities,
equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated
in full on consolidation.
The Group re‐assesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group
obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities,
income and expenses of a subsidiary acquired or disposed of during the year are included in the statement of
comprehensive income from the date the Group gains control until the date the Group ceases to control the
subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the equity holders of the
parent of the Group and to the non‐controlling interests, even if this results in the non‐controlling interests
having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to
bring their accounting policies into line with the Group’s accounting policies. All intra‐group assets and liabilities,
equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated
in full on consolidation.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity
transaction. If the Group loses control over a subsidiary, it:
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity
transaction. If the Group loses control over a subsidiary, it:
De‐recognises the assets (including goodwill) and liabilities of the subsidiary
De‐recognises the carrying amount of any non‐controlling interests
De‐recognises the cumulative translation differences recorded in equity
Recognises the fair value of the consideration received
Recognises the fair value of any investment retained
Recognises any surplus or deficit in profit or loss
Reclassifies the parent’s share of components previously recognised in OCI to profit or loss or retained
earnings, as appropriate, as would be required if the Group had directly disposed of the related assets or
liabilities.
De‐recognises the assets (including goodwill) and liabilities of the subsidiary
De‐recognises the carrying amount of any non‐controlling interests
De‐recognises the cumulative translation differences recorded in equity
Recognises the fair value of the consideration received
Recognises the fair value of any investment retained
Recognises any surplus or deficit in profit or loss
Reclassifies the parent’s share of components previously recognised in OCI to profit or loss or retained
earnings, as appropriate, as would be required if the Group had directly disposed of the related assets or
liabilities.
b)
Income and Other Taxes
Income taxes
b)
Income and Other Taxes
Income taxes
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be
recovered from or paid to the taxation authorities based on the current period’s taxable income. The tax rates
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be
recovered from or paid to the taxation authorities based on the current period’s taxable income. The tax rates
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
37
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
37
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting
date.
and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting
date.
Deferred income tax is provided on all temporary differences at the reporting date between the tax bases of
assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax is provided on all temporary differences at the reporting date between the tax bases of
assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences except:
Deferred income tax liabilities are recognised for all taxable temporary differences except:
when the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction
that is not a business combination and, at the time of the transaction, affects neither the accounting profit
nor taxable profit or loss; and
when the taxable temporary difference is associated with investments in subsidiaries, associates or interests
in joint ventures, and the timing of the reversal of the temporary difference can be controlled and it is
probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry‐forward of unused tax
assets and unused tax losses, to the extent that it is probable that taxable profit will be available, against which
the deductible temporary differences, the carry‐forward of unused tax assets and unused tax losses can be
utilised, except:
when the deferred income tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time of the
transaction, affects neither the accounting profit nor taxable profit or loss; and
when the deductible temporary difference is associated with investments in subsidiaries, associates or
interests in joint ventures, in which case a deferred tax asset is recognised only to the extent that it is
probable that the temporary differences will reverse in the foreseeable future and taxable profit will be
available against which the temporary difference can be utilised.
when the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction
that is not a business combination and, at the time of the transaction, affects neither the accounting profit
nor taxable profit or loss; and
when the taxable temporary difference is associated with investments in subsidiaries, associates or interests
in joint ventures, and the timing of the reversal of the temporary difference can be controlled and it is
probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry‐forward of unused tax
assets and unused tax losses, to the extent that it is probable that taxable profit will be available, against which
the deductible temporary differences, the carry‐forward of unused tax assets and unused tax losses can be
utilised, except:
when the deferred income tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time of the
transaction, affects neither the accounting profit nor taxable profit or loss; and
when the deductible temporary difference is associated with investments in subsidiaries, associates or
interests in joint ventures, in which case a deferred tax asset is recognised only to the extent that it is
probable that the temporary differences will reverse in the foreseeable future and taxable profit will be
available against which the temporary difference can be utilised.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent
that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred
income tax asset to be utilised.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent
that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred
income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the extent
that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the extent
that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year
when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the reporting date.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year
when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the reporting date.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current
tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity
and the same taxation authority.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current
tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity
and the same taxation authority.
Other taxes
Other taxes
Revenues, expenses and assets are recognised net of the amount of GST/VAT except:
Revenues, expenses and assets are recognised net of the amount of GST/VAT except:
when the GST/VAT incurred on a purchase of goods and services is not recoverable from the taxation
authority, in which case the GST/VAT is recognised as part of the cost of acquisition of the asset or as part of
the expenses item as applicable; and
receivables and payables, which are stated with the amount of GST/VAT included.
when the GST/VAT incurred on a purchase of goods and services is not recoverable from the taxation
authority, in which case the GST/VAT is recognised as part of the cost of acquisition of the asset or as part of
the expenses item as applicable; and
receivables and payables, which are stated with the amount of GST/VAT included.
The net amount of GST/VAT recoverable from, or payable to, the relevant taxation authority is included as part
of receivables or payables in the statement of financial position.
The net amount of GST/VAT recoverable from, or payable to, the relevant taxation authority is included as part
of receivables or payables in the statement of financial position.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
38
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
38
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
Cash flows are included in the Cash Flow Statement on a gross basis and the GST/VAT component of cash flows
arising from investing and financing activities which is recoverable from, or payable to, the relevant taxation
authority is classified as part of operating cash flows.
Cash flows are included in the Cash Flow Statement on a gross basis and the GST/VAT component of cash flows
arising from investing and financing activities which is recoverable from, or payable to, the relevant taxation
authority is classified as part of operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST/VAT recoverable from, or payable to,
the relevant taxation authority.
Commitments and contingencies are disclosed net of the amount of GST/VAT recoverable from, or payable to,
the relevant taxation authority.
c)
Exploration and Evaluation Expenditure
c)
Exploration and Evaluation Expenditure
Exploration and evaluation expenditure is accumulated in respect of each identifiable area of interest. These
costs are carried forward only if they relate to an area of interest for which rights of tenure are current and in
respect of which:
Exploration and evaluation expenditure is accumulated in respect of each identifiable area of interest. These
costs are carried forward only if they relate to an area of interest for which rights of tenure are current and in
respect of which:
(i)
(ii)
such costs are expected to be recouped through successful development, exploitation or sale of the
area; or
exploration and evaluation activities in the area have not, at balance date, reached a stage which permit
a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active
operations in, or relating to, the area are continuing.
(i)
(ii)
such costs are expected to be recouped through successful development, exploitation or sale of the
area; or
exploration and evaluation activities in the area have not, at balance date, reached a stage which permit
a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active
operations in, or relating to, the area are continuing.
Accumulated costs in respect of areas of interest which are abandoned or assessed as not having economically
recoverable reserves are written off in full against profit in the year in which the decision to abandon the area is
made.
Accumulated costs in respect of areas of interest which are abandoned or assessed as not having economically
recoverable reserves are written off in full against profit in the year in which the decision to abandon the area is
made.
A periodic review is undertaken of each area of interest to determine the appropriateness of continuing to carry
forward costs in relation to that area of interest.
A periodic review is undertaken of each area of interest to determine the appropriateness of continuing to carry
forward costs in relation to that area of interest.
d)
Property, Plant and Equipment
d)
Property, Plant and Equipment
Plant and equipment are measured at historical cost less accumulated depreciation and any accumulated
impairment costs.
Plant and equipment are measured at historical cost less accumulated depreciation and any accumulated
impairment costs.
The carrying amount of plant and equipment is reviewed annually to ensure it is not in excess of the recoverable
amount from these assets. External factors, such as changes in expected future processes, technology and
economic conditions, are also monitored to assess for indicators of impairment. If any indication of impairment
exists, an estimate of the asset’s recoverable amount is calculated.
The carrying amount of plant and equipment is reviewed annually to ensure it is not in excess of the recoverable
amount from these assets. External factors, such as changes in expected future processes, technology and
economic conditions, are also monitored to assess for indicators of impairment. If any indication of impairment
exists, an estimate of the asset’s recoverable amount is calculated.
Land and buildings are measured at fair value less accumulated depreciation on buildings and impairment losses
recognised at the date of revaluation. Valuations are performed with sufficient frequency to ensure that the fair
value of a revalued asset does not differ materially from its carrying amount.
Land and buildings are measured at fair value less accumulated depreciation on buildings and impairment losses
recognised at the date of revaluation. Valuations are performed with sufficient frequency to ensure that the fair
value of a revalued asset does not differ materially from its carrying amount.
A revaluation surplus is recorded in other comprehensive income and credited to the asset revaluation reserve in
equity. However, to the extent that it reverses a revaluation deficit of the same asset previously recognised in
profit or loss, the increase is recognised in profit and loss. A revaluation deficit is recognised in the income
statement, except to the extent that it offsets an existing surplus on the same asset recognised in the asset
revaluation reserve.
A revaluation surplus is recorded in other comprehensive income and credited to the asset revaluation reserve in
equity. However, to the extent that it reverses a revaluation deficit of the same asset previously recognised in
profit or loss, the increase is recognised in profit and loss. A revaluation deficit is recognised in the income
statement, except to the extent that it offsets an existing surplus on the same asset recognised in the asset
revaluation reserve.
Depreciation
Depreciation
The depreciable amount of all fixed assets is depreciated on a diminishing value basis over the useful lives to the
Group commencing from the time the asset is held ready for use. The depreciation rates used for each class of
depreciable assets are:
The depreciable amount of all fixed assets is depreciated on a diminishing value basis over the useful lives to the
Group commencing from the time the asset is held ready for use. The depreciation rates used for each class of
depreciable assets are:
Class of Fixed Asset
Buildings
Plant and equipment
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
Depreciation Rate
2019
2.0%
33.3%
2018
2.0%
33.3%
39
Class of Fixed Asset
Buildings
Plant and equipment
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
Depreciation Rate
2019
2.0%
33.3%
2018
2.0%
33.3%
39
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
Office Furniture & Equipment
Vehicles
33.3%
33.3%
33.3%
33.3%
Office Furniture & Equipment
Vehicles
33.3%
33.3%
33.3%
33.3%
An asset’s residual value, useful life and amortisation method are reviewed, and adjusted if appropriate, at each
financial year end.
An asset’s residual value, useful life and amortisation method are reviewed, and adjusted if appropriate, at each
financial year end.
Gains or losses on disposals are determined by comparing proceeds with the net carrying amount. These are
included in the statement of comprehensive income.
Gains or losses on disposals are determined by comparing proceeds with the net carrying amount. These are
included in the statement of comprehensive income.
e)
Leases
e)
Leases
Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but
not the legal ownership are transferred to the lessee, are classified as finance leases. Finance leases are
capitalised, recording an asset and a liability equal to the present value of the minimum lease payments,
including any guaranteed residual values. Lease payments are apportioned between the finance charges and
reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the
liability. Finance charges are recognised as an expense in the statement of comprehensive income.
Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but
not the legal ownership are transferred to the lessee, are classified as finance leases. Finance leases are
capitalised, recording an asset and a liability equal to the present value of the minimum lease payments,
including any guaranteed residual values. Lease payments are apportioned between the finance charges and
reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the
liability. Finance charges are recognised as an expense in the statement of comprehensive income.
Leased assets are depreciated on a diminishing value basis over their estimated useful lives where it is likely that
the Group will obtain ownership of the asset or over the term of the lease.
Leased assets are depreciated on a diminishing value basis over their estimated useful lives where it is likely that
the Group will obtain ownership of the asset or over the term of the lease.
Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are
charged as expenses in the periods in which they are incurred.
Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are
charged as expenses in the periods in which they are incurred.
f)
Basic Earnings/Loss Per Share
f)
Basic Earnings/Loss Per Share
Basic earnings/loss per share is calculated by dividing the net profit / loss attributable to members of the parent
for the reporting period, after excluding any costs of servicing equity, by the weighted average number of
ordinary shares of the Group, adjusted for any bonus issue.
Basic earnings/loss per share is calculated by dividing the net profit / loss attributable to members of the parent
for the reporting period, after excluding any costs of servicing equity, by the weighted average number of
ordinary shares of the Group, adjusted for any bonus issue.
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share 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.
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share 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.
g)
Revenue
g)
Revenue
Prior to 1 July 2018, revenue was recognised to the extent that it is probable that the economic benefits will flow
to the Group and the revenue can be reliably measured.
Prior to 1 July 2018, revenue was recognised to the extent that it is probable that the economic benefits will flow
to the Group and the revenue can be reliably measured.
From 1 July 2018, the revenue is recognised at an amount that reflects the consideration to which an entity
expects to be entitled in exchange for transferring goods or services to a customer.
From 1 July 2018, the revenue is recognised at an amount that reflects the consideration to which an entity
expects to be entitled in exchange for transferring goods or services to a customer.
Interest
Interest
Revenue is recognised as the interest accrues (using the effective interest method, which is the rate that exactly
discounts estimated future cash receipts through the expected life of the financial instrument) to the net
carrying amount of the financial asset.
Revenue is recognised as the interest accrues (using the effective interest method, which is the rate that exactly
discounts estimated future cash receipts through the expected life of the financial instrument) to the net
carrying amount of the financial asset.
h)
Cash and Cash Equivalents
h)
Cash and Cash Equivalents
Cash and cash equivalents in the statement of financial position comprise cash at bank and on hand, cash on call
and short‐term deposits with an original maturity of three months or less that are readily convertible to known
amounts of cash and which are subject to an insignificant risk of changes in value. For the purposes of the Cash
Flow Statement, cash and cash equivalents consist of cash and cash equivalents as described, net of outstanding
bank overdrafts.
Cash and cash equivalents in the statement of financial position comprise cash at bank and on hand, cash on call
and short‐term deposits with an original maturity of three months or less that are readily convertible to known
amounts of cash and which are subject to an insignificant risk of changes in value. For the purposes of the Cash
Flow Statement, cash and cash equivalents consist of cash and cash equivalents as described, net of outstanding
bank overdrafts.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
40
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
40
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
i)
Impairment of Assets
i)
Impairment of Assets
At each reporting date, the Group assesses whether there is any indication that an asset may be impaired.
Where an indication of impairment exists, the Group makes a formal estimate of recoverable amount. Where the
carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written
down to its recoverable amount.
Recoverable amount is the greater of fair value (less costs to sell) and value‐in‐use. It is determined for an
individual asset, unless the asset’s value‐in‐use cannot be estimated to be close to its fair value (less costs to sell)
and it does not generate cash inflows that are largely independent of those from other assets or groups of assets,
in which case, the recoverable amount is determined for the cash‐generating unit to which the asset belongs.
In assessing value‐in‐use, the estimated future cash flows are discounted to their present value using a pre‐tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the
asset.
At each reporting date, the Group assesses whether there is any indication that an asset may be impaired.
Where an indication of impairment exists, the Group makes a formal estimate of recoverable amount. Where the
carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written
down to its recoverable amount.
Recoverable amount is the greater of fair value (less costs to sell) and value‐in‐use. It is determined for an
individual asset, unless the asset’s value‐in‐use cannot be estimated to be close to its fair value (less costs to sell)
and it does not generate cash inflows that are largely independent of those from other assets or groups of assets,
in which case, the recoverable amount is determined for the cash‐generating unit to which the asset belongs.
In assessing value‐in‐use, the estimated future cash flows are discounted to their present value using a pre‐tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the
asset.
j)
Payables
j)
Payables
Trade and other payables are carried at amortised cost. Due to their short term nature they are not discounted.
They represent liabilities for goods and services provided to the Group prior to the end of the financial year that
are unpaid and arise when the Group becomes obliged to make future payments in the respect of the purchase
of these goods and services. The amounts are unsecured and usually paid within 30 days of recognition.
Trade and other payables are carried at amortised cost. Due to their short term nature they are not discounted.
They represent liabilities for goods and services provided to the Group prior to the end of the financial year that
are unpaid and arise when the Group becomes obliged to make future payments in the respect of the purchase
of these goods and services. The amounts are unsecured and usually paid within 30 days of recognition.
k)
Provisions
General
k)
Provisions
General
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outlay of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation.
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outlay of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation.
Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract,
the reimbursement is recognised as a separate asset but only when a reimbursement is virtually certain. The
expense relating to any provision is presented in the statement of comprehensive income net of any
reimbursement.
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 using a discounted cash flow methodology. If the effect of the
time value of money is material, provisions are discounted using a current pre‐tax rate that reflects the time
value of money and the risks specific to the liability. Any increase in the provision due to the passage of time is
recognised as a finance cost.
Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract,
the reimbursement is recognised as a separate asset but only when a reimbursement is virtually certain. The
expense relating to any provision is presented in the statement of comprehensive income net of any
reimbursement.
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 using a discounted cash flow methodology. If the effect of the
time value of money is material, provisions are discounted using a current pre‐tax rate that reflects the time
value of money and the risks specific to the liability. Any increase in the provision due to the passage of time is
recognised as a finance cost.
Rehabilitation Provision
Rehabilitation Provision
Rehabilitation costs will be incurred by the Group either while operating, or at the end of the operating life of,
the Group’s facilities. The Group assesses its rehabilitation provision at each reporting date. The Group
recognises a rehabilitation provision where it has a legal and constructive obligation as a result of past events,
and it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of
the amount of obligation can be made. The nature of these restoration activities includes: dismantling and
removing structures; dismantling operating facilities; closing plant and waste sites; and restoring, reclaiming and
revegetating affected areas.
The obligation generally arises when the asset is installed or the ground/environment is disturbed at the
operation’s location. When the liability is initially recognised, the present value of the estimated costs is
capitalised by increasing the carrying amount of the related assets to the extent that it was incurred. Additional
disturbances which arise due to further development/construction at the mine are recognised as additions or
charges to the corresponding assets and rehabilitation liability when they occur.
Rehabilitation costs will be incurred by the Group either while operating, or at the end of the operating life of,
the Group’s facilities. The Group assesses its rehabilitation provision at each reporting date. The Group
recognises a rehabilitation provision where it has a legal and constructive obligation as a result of past events,
and it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of
the amount of obligation can be made. The nature of these restoration activities includes: dismantling and
removing structures; dismantling operating facilities; closing plant and waste sites; and restoring, reclaiming and
revegetating affected areas.
The obligation generally arises when the asset is installed or the ground/environment is disturbed at the
operation’s location. When the liability is initially recognised, the present value of the estimated costs is
capitalised by increasing the carrying amount of the related assets to the extent that it was incurred. Additional
disturbances which arise due to further development/construction at the mine are recognised as additions or
charges to the corresponding assets and rehabilitation liability when they occur.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
41
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
41
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
Changes in the estimated timing of rehabilitation or changes to the estimated future costs are dealt with
prospectively by recognising an adjustment to the rehabilitation liability and a corresponding adjustment to the
asset to which it relates, if the initial estimate was originally recognised as part of an asset measured in
accordance with AASB 6.
Changes in the estimated timing of rehabilitation or changes to the estimated future costs are dealt with
prospectively by recognising an adjustment to the rehabilitation liability and a corresponding adjustment to the
asset to which it relates, if the initial estimate was originally recognised as part of an asset measured in
accordance with AASB 6.
Any reduction in the rehabilitation liability and, therefore, any deduction from the asset to which it relates, may
not exceed the carrying amount of that asset. If it does, any excess over the carrying value is taken immediately
to the statement of profit or loss and other comprehensive income.
Any reduction in the rehabilitation liability and, therefore, any deduction from the asset to which it relates, may
not exceed the carrying amount of that asset. If it does, any excess over the carrying value is taken immediately
to the statement of profit or loss and other comprehensive income.
If the change in estimate results in an increase in the rehabilitation liability and, therefore, an addition to the
carrying value of the asset, the Group considers whether this is an indication of impairment of the asset as a
whole, and if so, tests for impairment. If, for mature mines, the estimate for the revised mine assets net of
rehabilitation provisions exceeds the recoverable value that portion of the increase is charged directly to
expense.
If the change in estimate results in an increase in the rehabilitation liability and, therefore, an addition to the
carrying value of the asset, the Group considers whether this is an indication of impairment of the asset as a
whole, and if so, tests for impairment. If, for mature mines, the estimate for the revised mine assets net of
rehabilitation provisions exceeds the recoverable value that portion of the increase is charged directly to
expense.
Over time, the discounted liability is increased for the change in present value based on the discount rates that
reflect current market assessments and the risks specific to the liability.
Over time, the discounted liability is increased for the change in present value based on the discount rates that
reflect current market assessments and the risks specific to the liability.
l)
Employee Benefits
l)
Employee Benefits
Provision is made for the Group’s liability for employee benefits arising from services rendered by employees to
balance date.
Provision is made for the Group’s liability for employee benefits arising from services rendered by employees to
balance date.
Contributions are made by the Group to employee superannuation and pension funds and are charged as
expenses when incurred.
Contributions are made by the Group to employee superannuation and pension funds and are charged as
expenses when incurred.
Liabilities for wages and salaries, including non‐monetary benefits and annual leave expected to be settled within
12 months of the reporting date are recognised in respect of employees’ services up to the reporting date. They
are measured at the amounts expected to be paid when the liabilities are settled.
Liabilities for wages and salaries, including non‐monetary benefits and annual leave expected to be settled within
12 months of the reporting date are recognised in respect of employees’ services up to the reporting date. They
are measured at the amounts expected to be paid when the liabilities are settled.
m) Contributed Equity
m) Contributed Equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or
share options are shown in equity as a deduction, net of tax, from the proceeds.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or
share options are shown in equity as a deduction, net of tax, from the proceeds.
n)
Share‐based Payment Transactions
n)
Share‐based Payment Transactions
The Group provides benefits to employees and directors of the Group, acquires assets and settles expenses
through consideration in the form of share‐based payment transactions, whereby employees render services,
assets are acquired and expenses are settled in exchange for shares or rights over shares (“equity‐settled
transactions”).
The Group provides benefits to employees and directors of the Group, acquires assets and settles expenses
through consideration in the form of share‐based payment transactions, whereby employees render services,
assets are acquired and expenses are settled in exchange for shares or rights over shares (“equity‐settled
transactions”).
There is currently a Non‐Executive Director Share Option Plan and an Employee Incentive Plan which enables the
provision of benefits to directors, executives and staff.
There is currently a Non‐Executive Director Share Option Plan and an Employee Incentive Plan which enables the
provision of benefits to directors, executives and staff.
The cost of these equity‐settled transactions with employees and directors is measured by reference to the fair
value at the date at which they are granted. The fair value is determined using the Black Scholes option pricing
model. A Monte Carlo simulation is applied to fair value the Total Shareholder Return element of the EIP
incentives. Further details of which are disclosed in Note 19.
The cost of these equity‐settled transactions with employees and directors is measured by reference to the fair
value at the date at which they are granted. The fair value is determined using the Black Scholes option pricing
model. A Monte Carlo simulation is applied to fair value the Total Shareholder Return element of the EIP
incentives. Further details of which are disclosed in Note 19.
In valuing equity‐settled transactions, no account is taken of any vesting condition, other than (if applicable):
In valuing equity‐settled transactions, no account is taken of any vesting condition, other than (if applicable):
Non‐vesting conditions that do not determine whether the Group or Company receives the services that
Non‐vesting conditions that do not determine whether the Group or Company receives the services that
entitle the employees to receive payment in equity or cash; or
entitle the employees to receive payment in equity or cash; or
Conditions that are linked to the price of the shares of Bannerman Resources Limited (market
Conditions that are linked to the price of the shares of Bannerman Resources Limited (market
conditions).
conditions).
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
42
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
42
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
The cost of equity settled transactions is recognised, together with a corresponding increase in equity, over the
period in which the performance and/or service conditions are fulfilled (the vesting period), ending on the date
on which the relevant employees become fully entitled to the award (the vesting date).
The cost of equity settled transactions is recognised, together with a corresponding increase in equity, over the
period in which the performance and/or service conditions are fulfilled (the vesting period), ending on the date
on which the relevant employees become fully entitled to the award (the vesting date).
At each subsequent report date until vesting, the cumulative charge to the statement of comprehensive income
is the product of:
At each subsequent report date until vesting, the cumulative charge to the statement of comprehensive income
is the product of:
(i) The grant date fair value of the award;
(ii) The current best estimate of the number of the awards that will vest, taking into account such factors as the
likelihood of employee turnover during the vesting period and the likelihood of non‐market performance
conditions being met; and
(iii) The expired portion of the vesting period.
(i) The grant date fair value of the award;
(ii) The current best estimate of the number of the awards that will vest, taking into account such factors as the
likelihood of employee turnover during the vesting period and the likelihood of non‐market performance
conditions being met; and
(iii) The expired portion of the vesting period.
The charge to the statement of comprehensive income for the period is the cumulative amount as calculated
above, less the amounts already charged in previous periods. There is a corresponding entry to equity.
The charge to the statement of comprehensive income for the period is the cumulative amount as calculated
above, less the amounts already charged in previous periods. There is a corresponding entry to equity.
Equity‐settled awards granted by Bannerman to employees of subsidiaries are recognised in the parent’s
separate financial statements as an additional investment in the subsidiary with the corresponding credit to
equity. As a result, the expense recognised by Bannerman in relation to equity‐settled awards only represents
the expenses associated with grants to employees of the parent. The expense recognised by the Group is the
total expense associated with all such awards.
Until an award has vested, any amounts recorded are contingent and will be adjusted if more or fewer awards
vest than were originally anticipated to do so. Any award subject to a market conditions or non‐vesting
conditions is considered to vest irrespective of whether or not that market condition or non‐vesting is fulfilled,
provided that all other conditions are satisfied.
Equity‐settled awards granted by Bannerman to employees of subsidiaries are recognised in the parent’s
separate financial statements as an additional investment in the subsidiary with the corresponding credit to
equity. As a result, the expense recognised by Bannerman in relation to equity‐settled awards only represents
the expenses associated with grants to employees of the parent. The expense recognised by the Group is the
total expense associated with all such awards.
Until an award has vested, any amounts recorded are contingent and will be adjusted if more or fewer awards
vest than were originally anticipated to do so. Any award subject to a market conditions or non‐vesting
conditions is considered to vest irrespective of whether or not that market condition or non‐vesting is fulfilled,
provided that all other conditions are satisfied.
o)
Foreign Currency Translation
o)
Foreign Currency Translation
(i) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the
primary economic environment in which the entity operates (“functional currency”). The consolidated financial
statements are presented in Australian dollars, which is Bannerman’s functional and presentation currency.
(ii) Transactions and balances
Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates
ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are
retranslated at the rate of exchange ruling at the reporting date and any gains or losses are recognised in the
statement of comprehensive income.
(iii) Group companies
For all Group entities with a functional currency other than Australian dollars, the functional currency has been
translated into Australian dollars for presentation purposes. Assets and liabilities are translated using exchange
rates prevailing at the reporting date; revenues and expenses are translated using average exchange rates
prevailing for the statement of comprehensive income year; and equity transactions are translated at exchange
rates prevailing at the dates of transactions. The resulting difference from translation is recognised in a foreign
currency translation reserve.
(iv) Subsidiary company loans
All subsidiary company loans from the parent company are translated into Australian dollars, on a monthly basis,
using the exchange rates prevailing at the end of each month. The resulting difference from translation is
recognised in the statement of comprehensive income of the parent company and on consolidation the foreign
exchange differences are recognised in a foreign currency translation reserve as the loan represents a net
investment in a foreign entity.
(i) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the
primary economic environment in which the entity operates (“functional currency”). The consolidated financial
statements are presented in Australian dollars, which is Bannerman’s functional and presentation currency.
(ii) Transactions and balances
Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates
ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are
retranslated at the rate of exchange ruling at the reporting date and any gains or losses are recognised in the
statement of comprehensive income.
(iii) Group companies
For all Group entities with a functional currency other than Australian dollars, the functional currency has been
translated into Australian dollars for presentation purposes. Assets and liabilities are translated using exchange
rates prevailing at the reporting date; revenues and expenses are translated using average exchange rates
prevailing for the statement of comprehensive income year; and equity transactions are translated at exchange
rates prevailing at the dates of transactions. The resulting difference from translation is recognised in a foreign
currency translation reserve.
(iv) Subsidiary company loans
All subsidiary company loans from the parent company are translated into Australian dollars, on a monthly basis,
using the exchange rates prevailing at the end of each month. The resulting difference from translation is
recognised in the statement of comprehensive income of the parent company and on consolidation the foreign
exchange differences are recognised in a foreign currency translation reserve as the loan represents a net
investment in a foreign entity.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
43
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
43
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
p)
Receivables
p)
Receivables
Prior to 1 July 2018, receivables, which generally have 30‐60 day terms, are recognised initially at fair value and
subsequently measured at amortised cost using the effective interest method, less an allowance for impairment.
VAT receivables relating to Namibian expenditure generally have a 90+ day term.
Prior to 1 July 2018, receivables, which generally have 30‐60 day terms, are recognised initially at fair value and
subsequently measured at amortised cost using the effective interest method, less an allowance for impairment.
VAT receivables relating to Namibian expenditure generally have a 90+ day term.
Collectability of receivables is reviewed on an on‐going basis. Individual debts that are known to be uncollectible
are written off when identified. An impairment allowance is recognised when there is objective evidence that the
Group will not be able to collect the receivable. Financial difficulties of the debtor, and default payments or
debts more than 90 days overdue (apart from GST/VAT), are considered objective evidence of impairment. The
amount of the impairment loss is the receivable carrying amount compared to the present value of estimated
future cash flows, discounted at the original effective interest rate.
Collectability of receivables is reviewed on an on‐going basis. Individual debts that are known to be uncollectible
are written off when identified. An impairment allowance is recognised when there is objective evidence that the
Group will not be able to collect the receivable. Financial difficulties of the debtor, and default payments or
debts more than 90 days overdue (apart from GST/VAT), are considered objective evidence of impairment. The
amount of the impairment loss is the receivable carrying amount compared to the present value of estimated
future cash flows, discounted at the original effective interest rate.
From 1 July 2018, receivables are classified as debt instruments at amortised cost. An allowance is recognised for
expected credit loss based on the Group’s historical loss experience, adjusted for forward looking factors specific
to the debtors and the economic environment.
From 1 July 2018, receivables are classified as debt instruments at amortised cost. An allowance is recognised for
expected credit loss based on the Group’s historical loss experience, adjusted for forward looking factors specific
to the debtors and the economic environment.
The Group considers a financial asset in default when contractual payments are 30 days past due. However, in
certain cases, the Group may also consider a financial asset to be in default when internal or external
information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before
considering any credit enhancements held by the Group.
The Group considers a financial asset in default when contractual payments are 30 days past due. However, in
certain cases, the Group may also consider a financial asset to be in default when internal or external
information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before
considering any credit enhancements held by the Group.
q)
Segment Reporting
q)
Segment Reporting
An operating segment is a component of an entity that engages in business activities from which it may earn
revenues and incur expenses (including revenues and expenses relating to transactions with other components
of the same entity), whose operation results are regularly reviewed by the entity's chief operating decision
maker to make decisions about resources to be allocated to the segment and assess its performance and for
which discrete financial information is available. This includes start‐up operations which are yet to earn
revenues. Management will also consider other factors in determining operating segments such as the existence
of a line manager and the level of segment information presented to the board of directors.
An operating segment is a component of an entity that engages in business activities from which it may earn
revenues and incur expenses (including revenues and expenses relating to transactions with other components
of the same entity), whose operation results are regularly reviewed by the entity's chief operating decision
maker to make decisions about resources to be allocated to the segment and assess its performance and for
which discrete financial information is available. This includes start‐up operations which are yet to earn
revenues. Management will also consider other factors in determining operating segments such as the existence
of a line manager and the level of segment information presented to the board of directors.
Operating segments have been identified based on the information provided to the chief operating decision
makers being the executive management team.
Operating segments have been identified based on the information provided to the chief operating decision
makers being the executive management team.
The operations of the Group represent one operating segment under AASB 8 Operating Segments. The
accounting policies applied for internal reporting purposes are consistent with those applied in the preparation
of the financial report.
The operations of the Group represent one operating segment under AASB 8 Operating Segments. The
accounting policies applied for internal reporting purposes are consistent with those applied in the preparation
of the financial report.
r)
Financial Risk Management Objectives and Policies
r)
Financial Risk Management Objectives and Policies
The Group’s principal financial instruments comprise cash, receivables, payables, cash and short term deposits.
The Group’s principal financial instruments comprise cash, receivables, payables, cash and short term deposits.
The Group manages its exposure to key financial risks, including interest rate and currency risk in accordance
with the Group’s financial risk management strategy. The objective of the strategy is to support the delivery of
the Group’s financial targets whilst protecting future financial security.
The Group manages its exposure to key financial risks, including interest rate and currency risk in accordance
with the Group’s financial risk management strategy. The objective of the strategy is to support the delivery of
the Group’s financial targets whilst protecting future financial security.
s)
Significant Accounting Judgements, Estimates and Assumptions
s)
Significant Accounting Judgements, Estimates and Assumptions
The preparation of the financial statements requires management to make judgements, estimates and
assumptions that affect the reported amounts in the financial statements. Management continually evaluates its
judgements and estimates in relation to assets, liabilities, contingent liabilities, revenues and expenses.
Management bases its judgements and estimates on historical experience and on other various factors believed
to be reasonable under the circumstances, the results of which form the basis of the carrying values of assets
and liabilities that are not readily apparent from other sources.
The preparation of the financial statements requires management to make judgements, estimates and
assumptions that affect the reported amounts in the financial statements. Management continually evaluates its
judgements and estimates in relation to assets, liabilities, contingent liabilities, revenues and expenses.
Management bases its judgements and estimates on historical experience and on other various factors believed
to be reasonable under the circumstances, the results of which form the basis of the carrying values of assets
and liabilities that are not readily apparent from other sources.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
44
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
44
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
Management has identified the critical accounting policies detailed below for which significant judgements,
estimates and assumptions are made. Actual results may differ from these estimates under different
assumptions and conditions and may materially affect financial results or the financial position reported in future
periods. Further details of the nature of these assumptions and conditions may be found in the relevant notes to
the financial statements. The carrying amounts of certain assets and liabilities are often determined based on
judgements, 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:
Management has identified the critical accounting policies detailed below for which significant judgements,
estimates and assumptions are made. Actual results may differ from these estimates under different
assumptions and conditions and may materially affect financial results or the financial position reported in future
periods. Further details of the nature of these assumptions and conditions may be found in the relevant notes to
the financial statements. The carrying amounts of certain assets and liabilities are often determined based on
judgements, 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:
Impairment of capitalised exploration and evaluation expenditure
Impairment of capitalised exploration and evaluation expenditure
The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of
factors, including whether the Group decides to exploit the related mineral title itself or, if not, whether it
successfully recovers the related exploration and evaluation asset through sale.
The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of
factors, including whether the Group decides to exploit the related mineral title itself or, if not, whether it
successfully recovers the related exploration and evaluation asset through sale.
Factors which could impact the future recoverability include the level of measured, indicated and inferred
mineral resources, proven and probable ore reserves, future technological changes which could impact the cost
of mining, future legal changes (including changes to environmental restoration obligations), changes to
commodity prices, ability to finance, renewal of the exclusive prospecting licence and the issue of a mining
licence.
Factors which could impact the future recoverability include the level of measured, indicated and inferred
mineral resources, proven and probable ore reserves, future technological changes which could impact the cost
of mining, future legal changes (including changes to environmental restoration obligations), changes to
commodity prices, ability to finance, renewal of the exclusive prospecting licence and the issue of a mining
licence.
To the extent that capitalised exploration and evaluation expenditure is determined not to be recoverable in the
future, this will reduce profits and net assets in the period in which this determination is made.
To the extent that capitalised exploration and evaluation expenditure is determined not to be recoverable in the
future, this will reduce profits and net assets in the period in which this determination is made.
Share‐based payment transactions
Share‐based payment transactions
The Group 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 and taking into consideration the likelihood of non‐
market based conditions occurring. Estimating fair value for share‐based payment transactions requires
determining the most appropriate valuation model, which is dependent on the terms and conditions of the
grant. This estimate also requires determining the most appropriate inputs to the valuation model including the
expected life of the share option, volatility and dividend yield and making assumptions about them. The
assumptions and models used for estimating fair value for share‐based payment transactions are disclosed in
Note 19.
The Group 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 and taking into consideration the likelihood of non‐
market based conditions occurring. Estimating fair value for share‐based payment transactions requires
determining the most appropriate valuation model, which is dependent on the terms and conditions of the
grant. This estimate also requires determining the most appropriate inputs to the valuation model including the
expected life of the share option, volatility and dividend yield and making assumptions about them. The
assumptions and models used for estimating fair value for share‐based payment transactions are disclosed in
Note 19.
Rehabilitation provision
Rehabilitation provision
The ultimate rehabilitation costs are uncertain, and cost estimates can vary in response to many factors,
including estimates of the extent and costs of rehabilitation activities, technological changes, regulatory changes,
cost increases as compared to the inflation rates, and changes in discount rates. These uncertainties may result
in future actual expenditure differing from the amounts currently provided. Therefore, significant estimates and
assumptions are made in determining the provision for rehabilitation. As a result, there could be significant
adjustments to the provisions established which would affect future financial result. The provision at reporting
date represents management’s best estimate of the present value of the future rehabilitation costs required.
The ultimate rehabilitation costs are uncertain, and cost estimates can vary in response to many factors,
including estimates of the extent and costs of rehabilitation activities, technological changes, regulatory changes,
cost increases as compared to the inflation rates, and changes in discount rates. These uncertainties may result
in future actual expenditure differing from the amounts currently provided. Therefore, significant estimates and
assumptions are made in determining the provision for rehabilitation. As a result, there could be significant
adjustments to the provisions established which would affect future financial result. The provision at reporting
date represents management’s best estimate of the present value of the future rehabilitation costs required.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
45
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
45
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
Consolidated
2019
$'000
2018
$'000
Consolidated
2019
$'000
2018
$'000
2. INTEREST REVENUE
Interest revenue
3. OTHER INCOME
Other
4. EXPENSES
(a) Employee Benefits
Salaries and wages
Superannuation
Employee share‐based payment expense
Other
Directors’ fees
Directors’ share‐based payment expense
(b) Other Expenses
Corporate and overheads
Consulting – fees
Legal
Travel
Employer related taxes
Occupancy
Insurance
Included in the above expenses are operating lease payments of
the following amounts:
Minimum lease payments
5. AUDITOR'S REMUNERATION
The auditor of the Group is Ernst & Young.
146
146
‐
‐
527
37
557
4
260
245
1,630
228
196
5
16
6
83
54
588
54
31
31
2
2
594
42
423
8
204
346
1,617
302
170
40
21
5
108
53
699
54
2. INTEREST REVENUE
Interest revenue
3. OTHER INCOME
Other
4. EXPENSES
(a) Employee Benefits
Salaries and wages
Superannuation
Employee share‐based payment expense
Other
Directors’ fees
Directors’ share‐based payment expense
(b) Other Expenses
Corporate and overheads
Consulting – fees
Legal
Travel
Employer related taxes
Occupancy
Insurance
Included in the above expenses are operating lease payments of
the following amounts:
Minimum lease payments
5. AUDITOR'S REMUNERATION
The auditor of the Group is Ernst & Young.
146
146
‐
‐
527
37
557
4
260
245
1,630
228
196
5
16
6
83
54
588
54
31
31
2
2
594
42
423
8
204
346
1,617
302
170
40
21
5
108
53
699
54
Amounts received or due and receivable by Ernst & Young (Australia) for:
Amounts received or due and receivable by Ernst & Young (Australia) for:
Auditing or reviewing the financial report
Taxation services
$
$
46,807
8,200
55,007
41,000
15,990
56,990
Auditing or reviewing the financial report
Taxation services
$
$
46,807
8,200
55,007
41,000
15,990
56,990
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
46
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
46
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
Amounts received or due and receivable by related practices of Ernst
& Young (Australia) for:
Auditing or reviewing the financial report
Taxation services
Consolidated
2019
$
2018
$
15,574
5,734
21,308
20,787
4,451
25,238
Amounts received or due and receivable by related practices of Ernst
& Young (Australia) for:
Auditing or reviewing the financial report
Taxation services
Consolidated
2019
$
2018
$
15,574
5,734
21,308
20,787
4,451
25,238
6. INCOME TAX BENEFIT
6. INCOME TAX BENEFIT
The components of income tax benefit comprise:
$’000
$’000
The components of income tax benefit comprise:
$’000
$’000
Current income tax benefit
Deferred income tax benefit
Income tax benefit reported in the consolidated statement of
comprehensive income
Income tax expense recognised in equity
Accounting loss before tax
At the parent company statutory income tax rate of 27.5%
Other non‐deductible expenditure for income tax purposes
Effect of different tax rate for overseas subsidiary
(Recognised) / Unrecognised tax losses
Income tax benefit reported in the consolidated statement of
comprehensive income
Carried forward tax losses
Share issue costs
Provisions and accruals
Other
Gross deferred tax asset
Offset against deferred tax liability
Unrecognised deferred tax assets
Deferred tax liabilities
Other
Gross deferred tax liability
Offset against deferred tax asset
Net deferred tax liability
‐
‐
‐
‐
(2,255)
(620)
183
(48)
485
‐
12,244
115
135
‐
12,494
(6)
12,488
6
6
(6)
‐
‐
‐
‐
‐
(2,478)
(681)
195
(49)
535
‐
11,852
152
246
‐
12,250
(6)
12,244
6
6
(6)
‐
Current income tax benefit
Deferred income tax benefit
Income tax benefit reported in the consolidated statement of
comprehensive income
Income tax expense recognised in equity
Accounting loss before tax
At the parent company statutory income tax rate of 27.5%
Other non‐deductible expenditure for income tax purposes
Effect of different tax rate for overseas subsidiary
(Recognised) / Unrecognised tax losses
Income tax benefit reported in the consolidated statement of
comprehensive income
Carried forward tax losses
Share issue costs
Provisions and accruals
Other
Gross deferred tax asset
Offset against deferred tax liability
Unrecognised deferred tax assets
Deferred tax liabilities
Other
Gross deferred tax liability
Offset against deferred tax asset
Net deferred tax liability
‐
‐
‐
‐
(2,255)
(620)
183
(48)
485
‐
12,244
115
135
‐
12,494
(6)
12,488
6
6
(6)
‐
‐
‐
‐
‐
(2,478)
(681)
195
(49)
535
‐
11,852
152
246
‐
12,250
(6)
12,244
6
6
(6)
‐
The carried forward tax losses for Bannerman Resources Limited at 30 June 2019 are $40,147,671. The carried
forward tax losses for Bannerman Mining Resources (Namibia) (Pty) Ltd at 30 June 2019 are $3,329,351. These
tax losses do not expire and may not be used to offset taxable income elsewhere in the Group. The Group
neither has any taxable temporary differences nor any tax planning opportunities available that could partly
support the recognition of these losses as deferred tax assets. On this basis, the Group has determined that it
cannot recognise deferred tax assets on the tax losses carried forward.
The carried forward tax losses for Bannerman Resources Limited at 30 June 2019 are $40,147,671. The carried
forward tax losses for Bannerman Mining Resources (Namibia) (Pty) Ltd at 30 June 2019 are $3,329,351. These
tax losses do not expire and may not be used to offset taxable income elsewhere in the Group. The Group
neither has any taxable temporary differences nor any tax planning opportunities available that could partly
support the recognition of these losses as deferred tax assets. On this basis, the Group has determined that it
cannot recognise deferred tax assets on the tax losses carried forward.
The Group has not elected to form a tax consolidated group.
The Group has not elected to form a tax consolidated group.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
47
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
47
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
7. CASH AND CASH EQUIVALENTS
Cash at bank and on call (interest bearing)
Short‐term deposits (interest bearing)
Consolidated
2019
2018
$’000
6,248
20
6,268
$’000
8,305
20
8,325
7. CASH AND CASH EQUIVALENTS
Cash at bank and on call (interest bearing)
Short‐term deposits (interest bearing)
Consolidated
2019
2018
$’000
6,248
20
6,268
$’000
8,305
20
8,325
The effective interest rate on short‐term bank deposits was 2% (2018: 2.30%). These deposits have an average
maturity of 90 days (2018: 90 days).
The effective interest rate on short‐term bank deposits was 2% (2018: 2.30%). These deposits have an average
maturity of 90 days (2018: 90 days).
8. OTHER RECEIVABLES
Current
GST/VAT
Non‐Current
Restricted cash
142
142
8
8
124
124
8
8
8. OTHER RECEIVABLES
Current
GST/VAT
Non‐Current
Restricted cash
142
142
8
8
124
124
8
8
Other receivables are non‐interest bearing and have repayment terms of 30 days. Restricted cash reflects
collateral for a third‐party bank guarantee for the occupancy of office premises. The carrying amount of other
receivables is at fair value.
Other receivables are non‐interest bearing and have repayment terms of 30 days. Restricted cash reflects
collateral for a third‐party bank guarantee for the occupancy of office premises. The carrying amount of other
receivables is at fair value.
9. PROPERTY, PLANT AND EQUIPMENT
9. PROPERTY, PLANT AND EQUIPMENT
30 June 2019
Opening net book value
Additions
Disposals
Exchange difference
Depreciation charge
Closing net book value
At 30 June 2019
Cost
Accumulated depreciation and impairment
Net book value
30 June 2018
Opening net book value
Additions
Disposals
Exchange difference
Depreciation charge
Closing net book value
At 30 June 2018
Cost
Accumulated depreciation and impairment
Net book value
Office
Equipment
$'000
Lab & Field
Equipment
Sundry
Vehicles
Total
$'000
$'000
$'000
$'000
54
‐
‐
4
(7)
51
341
(290)
51
17
‐
‐
3
(1)
19
32
3
‐
3
(5)
33
24
‐
‐
5
(4)
25
127
3
‐
15
(17)
128
132
(113)
19
455
(422)
33
204
(179)
25
1,132
(1,004)
128
$'000
$'000
$'000
$'000
$'000
62
3
(1)
(1)
(9)
54
335
(281)
54
17
‐
‐
‐
‐
17
40
‐
‐
‐
(8)
32
30
‐
‐
‐
(6)
24
129
(112)
17
451
(419)
32
198
(174)
24
149
3
(1)
(1)
(23)
127
1,113
(986)
127
30 June 2019
Opening net book value
Additions
Disposals
Exchange difference
Depreciation charge
Closing net book value
At 30 June 2019
Cost
Accumulated depreciation and impairment
Net book value
30 June 2018
Opening net book value
Additions
Disposals
Exchange difference
Depreciation charge
Closing net book value
At 30 June 2018
Cost
Accumulated depreciation and impairment
Net book value
Office
Equipment
$'000
Lab & Field
Equipment
Sundry
Vehicles
Total
$'000
$'000
$'000
$'000
54
‐
‐
4
(7)
51
341
(290)
51
17
‐
‐
3
(1)
19
32
3
‐
3
(5)
33
24
‐
‐
5
(4)
25
127
3
‐
15
(17)
128
132
(113)
19
455
(422)
33
204
(179)
25
1,132
(1,004)
128
$'000
$'000
$'000
$'000
$'000
62
3
(1)
(1)
(9)
54
335
(281)
54
17
‐
‐
‐
‐
17
40
‐
‐
‐
(8)
32
30
‐
‐
‐
(6)
24
129
(112)
17
451
(419)
32
198
(174)
24
149
3
(1)
(1)
(23)
127
1,113
(986)
127
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
48
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
48
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
10. EXPLORATION AND EVALUATION EXPENDITURE
10. EXPLORATION AND EVALUATION EXPENDITURE
Opening balance
Expenditure incurred during the year
Change in estimate
Foreign currency translation movements
Closing balance
Consolidated
2019
$'000
2018
$'000
54,933
650
(217)
1,527
56,893
54,883
900
‐
(850)
54,933
Opening balance
Expenditure incurred during the year
Change in estimate
Foreign currency translation movements
Closing balance
Consolidated
2019
$'000
2018
$'000
54,933
650
(217)
1,527
56,893
54,883
900
‐
(850)
54,933
Expenditure incurred during the period comprises expenditure on geological, feasibility and associated activities.
Expenditure incurred during the period comprises expenditure on geological, feasibility and associated activities.
The value of the Company’s interest in exploration and evaluation expenditure is dependent upon:
The value of the Company’s interest in exploration and evaluation expenditure is dependent upon:
the continuance of the Company’s rights to tenure of the areas of interest;
the results of pre‐development activities; and
the recoupment of costs through successful development and exploitation of the areas of interest, or
the continuance of the Company’s rights to tenure of the areas of interest;
the results of pre‐development activities; and
the recoupment of costs through successful development and exploitation of the areas of interest, or
alternatively, by their sale.
Etango Uranium Project – Bannerman 95%
alternatively, by their sale.
Etango Uranium Project – Bannerman 95%
The Etango Uranium Project is situated near CNNC’s Rössing uranium mine, Paladin’s Langer Heinrich uranium
mine and CGNPC’s Husab uranium mine. Bannerman, in 2012, completed a Definitive Feasibility Study (“DFS”) on
a 7‐9 million pounds U3O8 per annum open pit mining and heap leach processing operation at Etango. The DFS
confirmed the viability of a large open pit and heap leach operation at one of the world’s largest undeveloped
uranium deposits. From 2015 to 2017, Bannerman conducted a large scale heap leach demonstration program to
provide further assurance to financing parties, generate process information for the detailed engineering design
phase and build and enhance internal capability.
Bannerman announced on 2 February 2017 that it had commenced a DFS Update in conjunction with our key
consultants, Wood (formerly AMEC Foster Wheeler). This process is targeting substantial capital and operating
cost improvements through incorporating the results from the Etango Demonstration Plant and evaluating other
value accretive opportunities in processing, mining and infrastructure that have been developed through internal
engineering undertaken by the Bannerman team.
The Etango Uranium Project is situated near CNNC’s Rössing uranium mine, Paladin’s Langer Heinrich uranium
mine and CGNPC’s Husab uranium mine. Bannerman, in 2012, completed a Definitive Feasibility Study (“DFS”) on
a 7‐9 million pounds U3O8 per annum open pit mining and heap leach processing operation at Etango. The DFS
confirmed the viability of a large open pit and heap leach operation at one of the world’s largest undeveloped
uranium deposits. From 2015 to 2017, Bannerman conducted a large scale heap leach demonstration program to
provide further assurance to financing parties, generate process information for the detailed engineering design
phase and build and enhance internal capability.
Bannerman announced on 2 February 2017 that it had commenced a DFS Update in conjunction with our key
consultants, Wood (formerly AMEC Foster Wheeler). This process is targeting substantial capital and operating
cost improvements through incorporating the results from the Etango Demonstration Plant and evaluating other
value accretive opportunities in processing, mining and infrastructure that have been developed through internal
engineering undertaken by the Bannerman team.
The DFS update is focussing on the key results obtained from the Demonstration Plant and other processing
optimisation opportunities.
The DFS update is focussing on the key results obtained from the Demonstration Plant and other processing
optimisation opportunities.
Bannerman currently holds Exclusive Prospecting Licence 3345 (EPL 3345) in Namibia, which is valid until 25 April
2021 and thereafter subject to renew by the Namibian Ministry of Mines and Energy. Bannerman also holds a
Mineral Deposit Retention Licence 3345 (MDRL 3345) in Namibia, which is valid until 6 August 2022 and
thereafter subject to renewal by the Namibian Ministry of Mines and Energy.
Bannerman currently holds Exclusive Prospecting Licence 3345 (EPL 3345) in Namibia, which is valid until 25 April
2021 and thereafter subject to renew by the Namibian Ministry of Mines and Energy. Bannerman also holds a
Mineral Deposit Retention Licence 3345 (MDRL 3345) in Namibia, which is valid until 6 August 2022 and
thereafter subject to renewal by the Namibian Ministry of Mines and Energy.
Exploration & Evaluation Expenditure for the Etango Project
Consolidated
30 June 2019
$’000
30 June 2018
$’000
Exploration & Evaluation Expenditure for the Etango Project
Consolidated
30 June 2019
$’000
30 June 2018
$’000
Opening balance
Drilling and Consumables
Salaries and wages
Consultants and contractors
Demonstration plant construction cost
Demonstration plant change in rehabilitation provision
Demonstration plant operational cost
Other
Total expenditure for the period
Change in estimate
Foreign currency translation movements
Closing balance
54,933
67
381
5
‐
30
60
107
650
(217)
1,527
56,893
54,883
‐
496
95
10
27
205
67
900
‐
(850)
54,933
Opening balance
Drilling and Consumables
Salaries and wages
Consultants and contractors
Demonstration plant construction cost
Demonstration plant change in rehabilitation provision
Demonstration plant operational cost
Other
Total expenditure for the period
Change in estimate
Foreign currency translation movements
Closing balance
54,933
67
381
5
‐
30
60
107
650
(217)
1,527
56,893
54,883
‐
496
95
10
27
205
67
900
‐
(850)
54,933
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
49
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
49
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
11. TRADE AND OTHER PAYABLES
Consolidated
30 June 2019
$’000
30 June 2018
$’000
11. TRADE AND OTHER PAYABLES
Consolidated
30 June 2019
$’000
30 June 2018
$’000
Trade payables
Other payables and accruals
105
38
143
Trade payables are non‐interest bearing and are normally settled on 30 day terms (or less). Other payables are
non‐interest bearing and have an average term of 60 days.
103
31
134
Trade payables
Other payables and accruals
105
38
143
Trade payables are non‐interest bearing and are normally settled on 30 day terms (or less). Other payables are
non‐interest bearing and have an average term of 60 days.
103
31
134
Fair value
Due to the short term nature of these payables, their carrying value is assumed to approximate their fair value.
Fair value
Due to the short term nature of these payables, their carrying value is assumed to approximate their fair value.
12. PROVISIONS – NON‐CURRENT
12. PROVISIONS – NON‐CURRENT
Rehabilitation provision
Employee benefits provision
(a)
(b)
(a) Rehabilitation provision
Opening balance
Unwinding of discount
Foreign exchange translation movements
Change in estimate
Closing balance
Consolidated
2019
$’000
2018
$’000
287
10
297
474
18
12
(217)
287
474
‐
474
440
27
7
‐
474
Rehabilitation provision
Employee benefits provision
(a)
(b)
(a) Rehabilitation provision
Opening balance
Unwinding of discount
Foreign exchange translation movements
Change in estimate
Closing balance
Consolidated
2019
$’000
2018
$’000
287
10
297
474
18
12
(217)
287
474
‐
474
440
27
7
‐
474
The Group makes full provision for the future cost of the environmental rehabilitation obligations relating to the
heap leach demonstration plant on a discounted basis at the time of the activity.
The Group makes full provision for the future cost of the environmental rehabilitation obligations relating to the
heap leach demonstration plant on a discounted basis at the time of the activity.
The rehabilitation provision, based on the Group’s internal estimates, represents the present value of the future
rehabilitation costs relating to the heap leach demonstration plant. Assumptions based on the current economic
environment have been made, which management believes are a reasonable basis upon which to estimate the
future liability. These estimates are reviewed regularly to take into account any material changes to the
assumptions. However, actual rehabilitation costs will ultimately depend upon future market prices for the
necessary rehabilitation works required that will reflect market conditions at the relevant time. Furthermore,
the timing of the rehabilitation is likely to depend on when the pre‐development activities cease.
The rehabilitation provision, based on the Group’s internal estimates, represents the present value of the future
rehabilitation costs relating to the heap leach demonstration plant. Assumptions based on the current economic
environment have been made, which management believes are a reasonable basis upon which to estimate the
future liability. These estimates are reviewed regularly to take into account any material changes to the
assumptions. However, actual rehabilitation costs will ultimately depend upon future market prices for the
necessary rehabilitation works required that will reflect market conditions at the relevant time. Furthermore,
the timing of the rehabilitation is likely to depend on when the pre‐development activities cease.
(b) Employee benefits provision
Arising during the year
10
10
‐
‐
(b) Employee benefits provision
Arising during the year
10
10
‐
‐
The employee benefits provision relates to the long service leave accrued for employees at the present value of
expected future payments to be made in respect of services provided by employees up to the reporting date
using the government bond rate with terms to maturity similar to the estimate future cash outflows. The Group
does not expect its long service leave obligations to be settled within 12 months.
The employee benefits provision relates to the long service leave accrued for employees at the present value of
expected future payments to be made in respect of services provided by employees up to the reporting date
using the government bond rate with terms to maturity similar to the estimate future cash outflows. The Group
does not expect its long service leave obligations to be settled within 12 months.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
50
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
50
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
13. CONTRIBUTED EQUITY
(a)
Issued and outstanding:
Ordinary shares
Issued and fully paid
Movements in ordinary shares on issue
Balance 1 July 2017
-
-
-
Issue of shares (i)
Issue of shares (ii)
Cost of share issues
Balance 30 June 2018
Balance 1 July 2018
-
-
-
Issue of shares (iii)
Issue of shares (iv)
Issue of shares v)
Balance 30 June 2019
June 2019
June 2018
June 2019
June 2018
Number of Shares
Amount
‘000
‘000
$’000
$’000
1,041,587
1,029,871
141,156
140,983
Number of Shares
’000
Amount
$’000
849,627
6,331
173,913
‐
1,029,871
1,029,871
934
3,923
6,859
1,041,587
133,475
‐
8,000
(492)
140,983
140,983
‐
173
‐
141,156
(i)
(ii)
(iii)
(iv)
(v)
The following shares were issued upon vesting of performance rights
a.
On 10 November 2017, 1,000,000 ordinary shares were issued upon vesting of performance rights in
accordance with the terms of the Employee Incentive Plan.
b. On 24 November 2017, 4,730,682 ordinary shares were issued upon vesting of performance rights in
c.
accordance with the terms of the Employee Incentive Plan.
On 16 March 2018, 600,000 ordinary shares were issued upon vesting of performance rights in accordance with
the terms of the Employee Incentive Plan.
On 18 June 2018, 173,913,043 shares were issued to sophisticated and professional investors pursuant to a A$8
million placement at $0.046 per share.
On 31 July 2018, 934,358 ordinary shares were issued upon vesting of performance rights in accordance with the
terms of the Employee Incentive Plan.
On 7 November 2018, 3,923,000 ordinary shares were issued upon exercise of A0.044 share options in accordance
with the Non‐Executive Director Share Incentive Plan.
On 24 November 2018, 6,858,509 ordinary shares were issued upon vesting of share and performance rights in
accordance with the terms of the Employee Incentive Plan.
13. CONTRIBUTED EQUITY
(a)
Issued and outstanding:
Ordinary shares
Issued and fully paid
Movements in ordinary shares on issue
Balance 1 July 2017
-
-
-
Issue of shares (i)
Issue of shares (ii)
Cost of share issues
Balance 30 June 2018
Balance 1 July 2018
-
-
-
Issue of shares (iii)
Issue of shares (iv)
Issue of shares v)
Balance 30 June 2019
June 2019
June 2018
June 2019
June 2018
Number of Shares
Amount
‘000
‘000
$’000
$’000
1,041,587
1,029,871
141,156
140,983
Number of Shares
’000
Amount
$’000
849,627
6,331
173,913
‐
1,029,871
1,029,871
934
3,923
6,859
1,041,587
133,475
‐
8,000
(492)
140,983
140,983
‐
173
‐
141,156
(i)
(ii)
(iii)
(iv)
(v)
The following shares were issued upon vesting of performance rights
a.
On 10 November 2017, 1,000,000 ordinary shares were issued upon vesting of performance rights in
accordance with the terms of the Employee Incentive Plan.
b. On 24 November 2017, 4,730,682 ordinary shares were issued upon vesting of performance rights in
c.
accordance with the terms of the Employee Incentive Plan.
On 16 March 2018, 600,000 ordinary shares were issued upon vesting of performance rights in accordance with
the terms of the Employee Incentive Plan.
On 18 June 2018, 173,913,043 shares were issued to sophisticated and professional investors pursuant to a A$8
million placement at $0.046 per share.
On 31 July 2018, 934,358 ordinary shares were issued upon vesting of performance rights in accordance with the
terms of the Employee Incentive Plan.
On 7 November 2018, 3,923,000 ordinary shares were issued upon exercise of A0.044 share options in accordance
with the Non‐Executive Director Share Incentive Plan.
On 24 November 2018, 6,858,509 ordinary shares were issued upon vesting of share and performance rights in
accordance with the terms of the Employee Incentive Plan.
(b)
Share options on issue:
The movements in share options during the year were as follows:
(b)
Share options on issue:
The movements in share options during the year were as follows:
Expiry Dates
Exercise
Price
Balance
1 Jul 18
Granted
Exercised
Expired /
Cancelled
Balance
30 Jun 19
Vested
30 Jun 19
Expiry Dates
Exercise
Price
Balance
1 Jul 18
Granted
Exercised
Expired /
Cancelled
Balance
30 Jun 19
Vested
30 Jun 19
15 November 2018
A$0.044
25 July 2019
A$0.045
7,846,000
8,300,000
25 July 2019
A$0.057
10,200,000
25 July 2019
A$0.07
10,200,000
15 November 2019
A$0.042
19,598,200
15 November 2020
A$0.069
13,731,200
‐
‐
‐
‐
‐
‐
15 November 2021
A$0.072
‐
8,597,400
(3,923,000)
(3,923.000)
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
8,300,000
8,300,000
10,200,000
10,200,000
10,200,000
10,200,000
19,598,200
19,598,200
13,731,200
13,731,200
8,597,400
‐
15 November 2018
A$0.044
25 July 2019
A$0.045
7,846,000
8,300,000
25 July 2019
A$0.057
10,200,000
25 July 2019
A$0.07
10,200,000
15 November 2019
A$0.042
19,598,200
15 November 2020
A$0.069
13,731,200
‐
‐
‐
‐
‐
‐
15 November 2021
A$0.072
‐
8,597,400
(3,923,000)
(3,923.000)
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
8,300,000
8,300,000
10,200,000
10,200,000
10,200,000
10,200,000
19,598,200
19,598,200
13,731,200
13,731,200
8,597,400
‐
Weighted average exercise price ($)
Average life to expiry (years)
0.05
1.42
0.07
2.85
0.04
‐
0.04
‐
0.06
0.88
0.05
0.5
Weighted average exercise price ($)
Average life to expiry (years)
0.05
1.42
0.07
2.85
0.04
‐
0.04
‐
0.06
0.88
0.05
0.5
69,875,400
8,597,400
(3,923,000)
(3,923,000)
70,626,800
62,029,400
69,875,400
8,597,400
(3,923,000)
(3,923,000)
70,626,800
62,029,400
The remaining unvested share options above have performance hurdles linked to minimum service periods.
The remaining unvested share options above have performance hurdles linked to minimum service periods.
Directors held 58,919,800 share options as at 30 June 2019 with an average exercise price of $0.06 per share and
an average life to expiry of 1.05 years.
Directors held 58,919,800 share options as at 30 June 2019 with an average exercise price of $0.06 per share and
an average life to expiry of 1.05 years.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
51
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
51
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
Performance Rights on issue
(c)
The performance rights on issue as at 30 June 2019 were as follows:
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
Performance Rights on issue
(c)
The performance rights on issue as at 30 June 2019 were as follows:
Vesting Dates
15 November 2018
15 November 2019
15 November 2020
15 November 2021
Balance
1 Jul 18
9,568,315
17,153,318
10,587,400
Granted
Vested
Cancelled /
Forfeited
Balance
30 Jun 19
‐
(7,372,767)
(2,195,548)
241,100
4,724,500
‐
10,159,400
(420,100)
‐
‐
(602,471)
(190,213)
‐
‐
16,371,847
15,121,687
10,159,400
Vesting Dates
15 November 2018
15 November 2019
15 November 2020
15 November 2021
Balance
1 Jul 18
9,568,315
17,153,318
10,587,400
Granted
Vested
Cancelled /
Forfeited
Balance
30 Jun 19
‐
(7,372,767)
(2,195,548)
241,100
4,724,500
‐
10,159,400
(420,100)
‐
‐
(602,471)
(190,213)
‐
‐
16,371,847
15,121,687
10,159,400
37,309,033
15,125,000
(7,792,867)
(2,988,232)
41,652,934
37,309,033
15,125,000
(7,792,867)
(2,988,232)
41,652,934
Average life to vesting (years)
1.09
1.84
‐
‐
1.00
Average life to vesting (years)
1.09
1.84
‐
‐
1.00
Note: Performance rights have no exercise price.
Note: Performance rights have no exercise price.
The performance rights have been issued in accordance with the shareholder‐approved EIP and NEDSIP, and vest
into shares for no consideration on the completion of minimum service periods and, in certain cases, the
achievement of specified vesting hurdles related to the Company’s relative share price performance, internal
business targets and/or personal performance.
The performance rights have been issued in accordance with the shareholder‐approved EIP and NEDSIP, and vest
into shares for no consideration on the completion of minimum service periods and, in certain cases, the
achievement of specified vesting hurdles related to the Company’s relative share price performance, internal
business targets and/or personal performance.
Directors held 21,045,500 performance rights as at 30 June 2019 with an average life to vesting of 1.38 years.
Directors held 21,045,500 performance rights as at 30 June 2019 with an average life to vesting of 1.38 years.
Terms of Ordinary Shares
Terms of Ordinary Shares
Ordinary shares participate in dividends and the proceeds on winding up of the Company in proportion to the
number of shares held and in proportion to the amount paid up on the shares held. At shareholders’ meetings,
each ordinary share is entitled to one vote in proportion to the paid up amount of the share when a poll is called,
otherwise each shareholder has one vote on a show of hands.
Ordinary shares participate in dividends and the proceeds on winding up of the Company in proportion to the
number of shares held and in proportion to the amount paid up on the shares held. At shareholders’ meetings,
each ordinary share is entitled to one vote in proportion to the paid up amount of the share when a poll is called,
otherwise each shareholder has one vote on a show of hands.
Capital Management
Capital Management
For the purpose of the Group’s capital management, capital includes issued capital and all other equity reserves
attributable to the equity holders of the parent. When managing capital, management’s objective is to ensure
the entity continues as a going concern as well as to obtain optimal returns to shareholders and benefits for
other stakeholders. Management also aims to maintain a capital structure which assists to ensure the lowest
appropriate cost of capital available to the Company.
For the purpose of the Group’s capital management, capital includes issued capital and all other equity reserves
attributable to the equity holders of the parent. When managing capital, management’s objective is to ensure
the entity continues as a going concern as well as to obtain optimal returns to shareholders and benefits for
other stakeholders. Management also aims to maintain a capital structure which assists to ensure the lowest
appropriate cost of capital available to the Company.
14. RESERVES
Share‐based payment reserve
Foreign currency translation reserve
Convertible note reserve
Equity reserve
Consolidated
2019
$'000
2018
$'000
(a)
(b)
(c)
(d)
56,954
(25,676)
4,038
(4,968)
56, 152
(27,142)
4,038
(4,968)
14. RESERVES
Share‐based payment reserve
Foreign currency translation reserve
Convertible note reserve
Equity reserve
TOTAL RESERVES
30,348
28,080
TOTAL RESERVES
Consolidated
2019
$'000
2018
$'000
(a)
(b)
(c)
(d)
56,954
(25,676)
4,038
(4,968)
56, 152
(27,142)
4,038
(4,968)
30,348
28,080
(a) Share‐based Payment Reserve
Balance at the beginning of the reporting period
Share‐based payment vesting expense during the period
Balance at the end of the reporting period
56,152
802
56,954
55,383
769
56,152
(a) Share‐based Payment Reserve
Balance at the beginning of the reporting period
Share‐based payment vesting expense during the period
Balance at the end of the reporting period
56,152
802
56,954
55,383
769
56,152
The Share‐based Payment Reserve is used to recognise the value of equity‐settled share‐based payment
transactions for the acquisition of project interests and the provision of share‐based incentives to directors,
employees and consultants.
The Share‐based Payment Reserve is used to recognise the value of equity‐settled share‐based payment
transactions for the acquisition of project interests and the provision of share‐based incentives to directors,
employees and consultants.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
52
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
52
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
(b) Foreign Currency translation reserve
Reserves at the beginning of the reporting period
Currency translation differences arising during the year
Balance at the end of the reporting period
(27,142)
1,466
(25,676)
(26,274)
(868)
(27,142)
(b) Foreign Currency translation reserve
Reserves at the beginning of the reporting period
Currency translation differences arising during the year
Balance at the end of the reporting period
(27,142)
1,466
(25,676)
(26,274)
(868)
(27,142)
The Foreign Currency Translation Reserve is used to record exchange differences arising on translation of the
Group entities that do not have a functional currency of Australian dollars and have been translated into
Australian dollars for presentation purposes.
The Foreign Currency Translation Reserve is used to record exchange differences arising on translation of the
Group entities that do not have a functional currency of Australian dollars and have been translated into
Australian dollars for presentation purposes.
As per the Statement of Comprehensive Income, the foreign currency translation difference arising for the year
ended 30 June 2019 amounted to $1,469,000 (2018: $870,000), allocated between non‐controlling interests of
$3,000 (2018: $2,000) and the Group of $1,466,000 (2018: $868,000). Over the year, the Namibian dollar
strengthened against the Australian dollar, with a movement of approximately 3% from the rate as at 30 June
2018 (A$1.00:N$10.19) to the rate as at 30 June 2019 (A$1.00:N$9.93).
As per the Statement of Comprehensive Income, the foreign currency translation difference arising for the year
ended 30 June 2019 amounted to $1,469,000 (2018: $870,000), allocated between non‐controlling interests of
$3,000 (2018: $2,000) and the Group of $1,466,000 (2018: $868,000). Over the year, the Namibian dollar
strengthened against the Australian dollar, with a movement of approximately 3% from the rate as at 30 June
2018 (A$1.00:N$10.19) to the rate as at 30 June 2019 (A$1.00:N$9.93).
(c) Convertible Note reserve
Reserves at the beginning of the reporting period
Balance at the end of the reporting period
4,038
4,038
4,038
4,038
(c) Convertible Note reserve
Reserves at the beginning of the reporting period
Balance at the end of the reporting period
4,038
4,038
4,038
4,038
The convertible note reserve records the equity portion of the RCFIV convertible note issued on 16 December
2008, refinanced on 31 March 2012 and 22 November 2013, and the RCFVI convertible note issued on 19 June
2014. The convertible notes were extinguished on 31 December 2015.
The convertible note reserve records the equity portion of the RCFIV convertible note issued on 16 December
2008, refinanced on 31 March 2012 and 22 November 2013, and the RCFVI convertible note issued on 19 June
2014. The convertible notes were extinguished on 31 December 2015.
(d) Equity reserve
Reserves at the beginning of the reporting period
Balance at the end of the reporting period
15. FINANCIAL INSTRUMENTS
(4,968)
(4,968)
(4,968)
(4,968)
(d) Equity reserve
Reserves at the beginning of the reporting period
Balance at the end of the reporting period
15. FINANCIAL INSTRUMENTS
(4,968)
(4,968)
(4,968)
(4,968)
The Group’s principal financial instruments comprise cash and short term deposits, other receivables, and trade
payables.
The Group’s principal financial instruments comprise cash and short term deposits, other receivables, and trade
payables.
Set out below is an overview of financial instruments, other than cash and short‐term deposits, held by the
Group as at 30 June 2019.
Set out below is an overview of financial instruments, other than cash and short‐term deposits, held by the
Group as at 30 June 2019.
Financial assets
Other receivables
Total non‐current
Cash and cash equivalents
Trade and other receivables
Total current
Total
Financial liabilities
Trade and other payables
Total
Consolidated
2019
$'000
2018
$'000
8
8
6,268
142
6,410
6,418
134
134
8
8
8,325
124
8,449
8,457
143
143
Financial assets
Other receivables
Total non‐current
Cash and cash equivalents
Trade and other receivables
Total current
Total
Financial liabilities
Trade and other payables
Total
Consolidated
2019
$'000
2018
$'000
8
8
6,268
142
6,410
6,418
134
134
8
8
8,325
124
8,449
8,457
143
143
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
53
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
53
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
Financial risk management objectives and policies
Financial risk management objectives and policies
The Group uses different methods to measure and manage different types of risks to which it is exposed. These
include the monitoring of levels of exposure to interest rates and foreign exchange risk and assessments of
market forecasts for interest rate and foreign exchange prices. Liquidity risk is monitored through the
development of future rolling cash flow forecasts and financing plans.
The Group uses different methods to measure and manage different types of risks to which it is exposed. These
include the monitoring of levels of exposure to interest rates and foreign exchange risk and assessments of
market forecasts for interest rate and foreign exchange prices. Liquidity risk is monitored through the
development of future rolling cash flow forecasts and financing plans.
The Board reviews and agrees policies for managing each of the above risks and they are summarised below:
The Board reviews and agrees policies for managing each of the above risks and they are summarised below:
(a)
Interest Rate Risk
(a)
Interest Rate Risk
Interest rate risk is managed by obtaining competitive commercial deposit interest rates available in the
market from major Australian financial institutions.
Interest rate risk is managed by obtaining competitive commercial deposit interest rates available in the
market from major Australian financial institutions.
The Group’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as
a result of changes in market interest rates, and the effective weighted average interest rate for each class of
financial assets and financial liabilities, comprises:
The Group’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as
a result of changes in market interest rates, and the effective weighted average interest rate for each class of
financial assets and financial liabilities, comprises:
Consolidated
2019
Financial assets
Cash
Weighted average interest rate
Consolidated
2018
Financial assets
Cash
Weighted average interest rate
Floating
Interest Rate
$'000
Fixed Interest
maturing in 1
year or less
$'000
Fixed Interest
maturing over 1
to 5 years
$'000
Total
$'000
1,248
1,248
5,020
5,020
‐
‐
6,268
6,268
0.3%
Floating
Interest Rate
$'000
Fixed Interest
maturing in 1
year or less
$'000
Fixed Interest
maturing over 1
to 5 years
$'000
Total
$'000
8,305
8,305
20
20
‐
‐
8,325
8,325
0.3%
The following table summarises the impact of reasonably possible changes in interest rates for the Group at
30 June 2019. The sensitivity analysis is based on the assumption that interest rates change by 1% with all
other variables remaining constant. The 1% sensitivity is based on reasonably possible changes over a
financial year, using the observed range of actual historical rates for the preceding 5 year period and
management’s expectation of short term future interest rates.
Consolidated
Impact on post‐tax gain/(loss):
1% increase
1% decrease
There is no impact on other reserves in equity for the Group.
2019
$'000
62
(62)
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
2018
$'000
83
(83)
54
Consolidated
2019
Financial assets
Cash
Weighted average interest rate
Consolidated
2018
Financial assets
Cash
Weighted average interest rate
Floating
Interest Rate
$'000
Fixed Interest
maturing in 1
year or less
$'000
Fixed Interest
maturing over 1
to 5 years
$'000
Total
$'000
1,248
1,248
5,020
5,020
‐
‐
6,268
6,268
0.3%
Floating
Interest Rate
$'000
Fixed Interest
maturing in 1
year or less
$'000
Fixed Interest
maturing over 1
to 5 years
$'000
Total
$'000
8,305
8,305
20
20
‐
‐
8,325
8,325
0.3%
The following table summarises the impact of reasonably possible changes in interest rates for the Group at
30 June 2019. The sensitivity analysis is based on the assumption that interest rates change by 1% with all
other variables remaining constant. The 1% sensitivity is based on reasonably possible changes over a
financial year, using the observed range of actual historical rates for the preceding 5 year period and
management’s expectation of short term future interest rates.
Consolidated
Impact on post‐tax gain/(loss):
1% increase
1% decrease
There is no impact on other reserves in equity for the Group.
2019
$'000
62
(62)
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
2018
$'000
83
(83)
54
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
(b) Foreign Currency Risk
(b) Foreign Currency Risk
Foreign exchange risk arises from future commitments, assets and liabilities that are denominated in a
currency that is not the functional currency of the relevant Group company.
Foreign exchange risk arises from future commitments, assets and liabilities that are denominated in a
currency that is not the functional currency of the relevant Group company.
The Group’s deposits are largely denominated in Australian dollars. Currently there are no foreign exchange
hedge programs in place. The Group manages the purchase of foreign currency to meet operational
requirements.
The Group’s deposits are largely denominated in Australian dollars. Currently there are no foreign exchange
hedge programs in place. The Group manages the purchase of foreign currency to meet operational
requirements.
The impact of reasonably possible changes in foreign exchange rates for the Group is not material.
The impact of reasonably possible changes in foreign exchange rates for the Group is not material.
(c) Credit Risk
(c) Credit Risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial
loss to the Group. The Group has adopted the policy of dealing only with creditworthy counterparties and
obtaining sufficient collateral or other security where appropriate, as a means of mitigating the risk of
financial loss from defaults.
The carrying amount of financial assets recorded in the financial statements, net of any provisions for losses,
represents the Group’s maximum exposure to credit risk. For the remaining financial assets, there are no
significant concentrations of credit risk within the Group and financial instruments are being spread amongst
highly rated financial institutions and related parties to minimise the risk of default of counterparties.
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial
loss to the Group. The Group has adopted the policy of dealing only with creditworthy counterparties and
obtaining sufficient collateral or other security where appropriate, as a means of mitigating the risk of
financial loss from defaults.
The carrying amount of financial assets recorded in the financial statements, net of any provisions for losses,
represents the Group’s maximum exposure to credit risk. For the remaining financial assets, there are no
significant concentrations of credit risk within the Group and financial instruments are being spread amongst
highly rated financial institutions and related parties to minimise the risk of default of counterparties.
(d) Liquidity
(d) Liquidity
Liquidity is monitored through the development of monthly expenditure and rolling cash flow forecasts. Short
term liquidity is managed on a day to day basis by the finance management team including the use of weekly
cash forecasts.
Liquidity is monitored through the development of monthly expenditure and rolling cash flow forecasts. Short
term liquidity is managed on a day to day basis by the finance management team including the use of weekly
cash forecasts.
The risk implied from the values shown in the table below reflects a balanced view of cash outflows:
The risk implied from the values shown in the table below reflects a balanced view of cash outflows:
Financial Liabilities
<6 months 6‐12 months
2019
Trade and other payables
Interest bearing liabilities
Total
2018
Trade and other payables
Interest bearing liabilities
Total
$’000
$’000
134
‐
134
143
‐
143
‐
‐
‐
‐
‐
‐
1– 5
years
$’000
‐
‐
‐
‐
‐
‐
Total
$’000
134
‐
134
143
‐
143
Financial Liabilities
<6 months 6‐12 months
2019
Trade and other payables
Interest bearing liabilities
Total
2018
Trade and other payables
Interest bearing liabilities
Total
$’000
$’000
134
‐
134
143
‐
143
‐
‐
‐
‐
‐
‐
1– 5
years
$’000
‐
‐
‐
‐
‐
‐
Total
$’000
134
‐
134
143
‐
143
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
55
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
55
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
16. LOSS PER SHARE
16. LOSS PER SHARE
Basic and diluted loss per share to the ordinary equity holders of
the Company (cents per share)
Loss used in the calculation of weighted average basic and dilutive
loss per share
Weighted average number of ordinary shares outstanding during
the period used in the calculation of basic loss per share
2019
(0.22)
$'000
(2,255)
2018
(0.29)
$'000
(2,478)
Number of
Shares
'000
1,037,391
Number of
Shares
'000
859,474
Basic and diluted loss per share to the ordinary equity holders of
the Company (cents per share)
Loss used in the calculation of weighted average basic and dilutive
loss per share
Weighted average number of ordinary shares outstanding during
the period used in the calculation of basic loss per share
2019
(0.22)
$'000
(2,255)
2018
(0.29)
$'000
(2,478)
Number of
Shares
'000
1,037,391
Number of
Shares
'000
859,474
Number of share options / performance rights issued that could be
potentially dilutive but are not included in diluted EPS as they are
anti‐dilutive for the periods presented.
112,279
107,184
Number of share options / performance rights issued that could be
potentially dilutive but are not included in diluted EPS as they are
anti‐dilutive for the periods presented.
112,279
107,184
There have been no other conversions to or subscriptions for ordinary shares or issues of potential ordinary
shares since the balance date and before the completion of this report.
There have been no other conversions to or subscriptions for ordinary shares or issues of potential ordinary
shares since the balance date and before the completion of this report.
17. CASH FLOW INFORMATION
(a)
Reconciliation from the net loss after tax to the net cash flow
from operating activities
Loss after income tax
Non‐cash flows in operating loss
Depreciation
Share‐based payments
(Loss)/profit on sale of land and buildings
Changes in assets and liabilities
(Increase) / decrease in receivables and prepayments
Increase / (decrease) in trade and other creditors and accruals
(Decrease) / Increase in provisions
Consolidated
2019
$'000
2018
$'000
17. CASH FLOW INFORMATION
(a)
Reconciliation from the net loss after tax to the net cash flow
from operating activities
Consolidated
2019
$'000
2018
$'000
(2,255)
(2,478)
Loss after income tax
(2,255)
(2,478)
17
802
‐
29
115
141
23
769
(2)
(59)
89
68
Non‐cash flows in operating loss
Depreciation
Share‐based payments
(Loss)/profit on sale of land and buildings
Changes in assets and liabilities
(Increase) / decrease in receivables and prepayments
Increase / (decrease) in trade and other creditors and accruals
(Decrease) / Increase in provisions
17
802
‐
29
115
141
23
769
(2)
(59)
89
68
Net cash outflows from Operating Activities
(1,433)
(1,590)
Net cash outflows from Operating Activities
(1,433)
(1,590)
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
56
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
56
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
18. COMMITMENTS
a)
Exploration and evaluation expenditure
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
18. COMMITMENTS
a)
Exploration and evaluation expenditure
Bannerman currently holds Exclusive Prospecting Licence 3345 (EPL 3345) in Namibia, which is valid until 25 April
2021 and thereafter subject to renew by the Namibian Ministry of Mines and Energy. Bannerman also holds a
Mineral Deposit Retention Licence 3345 (MDRL 3345) in Namibia, which is valid until 6 August 2022 and
thereafter subject to renewal by the Namibian Ministry of Mines and Energy.
In order to maintain current rights of tenure to mineral licences, the Group has exploration and evaluation
expenditure obligations up until the expiry of those licences. The following stated obligations, which are subject
to renegotiation upon expiry of the current licences, are not provided for in the financial statements and
represent a commitment of the Group:
Bannerman currently holds Exclusive Prospecting Licence 3345 (EPL 3345) in Namibia, which is valid until 25 April
2021 and thereafter subject to renew by the Namibian Ministry of Mines and Energy. Bannerman also holds a
Mineral Deposit Retention Licence 3345 (MDRL 3345) in Namibia, which is valid until 6 August 2022 and
thereafter subject to renewal by the Namibian Ministry of Mines and Energy.
In order to maintain current rights of tenure to mineral licences, the Group has exploration and evaluation
expenditure obligations up until the expiry of those licences. The following stated obligations, which are subject
to renegotiation upon expiry of the current licences, are not provided for in the financial statements and
represent a commitment of the Group:
Not longer than one year
Longer than one year, but not longer than five years
Longer than five years
Consolidated
2019
$'000
2018
$'000
81
150
‐
231
171
‐
‐
171
Not longer than one year
Longer than one year, but not longer than five years
Longer than five years
Consolidated
2019
$'000
2018
$'000
81
150
‐
231
171
‐
‐
171
If the Group decides to relinquish certain mineral licences and/or does not meet these minimum expenditure
obligations or obtain appropriate waivers, assets recognised in the Statement of Financial Position may require
review to determine the appropriateness of carrying values. The sale, transfer or farm‐out of exploration rights
to third parties will reduce or extinguish these obligations.
If the Group decides to relinquish certain mineral licences and/or does not meet these minimum expenditure
obligations or obtain appropriate waivers, assets recognised in the Statement of Financial Position may require
review to determine the appropriateness of carrying values. The sale, transfer or farm‐out of exploration rights
to third parties will reduce or extinguish these obligations.
b) Operating lease commitments
b) Operating lease commitments
The Group has entered into a lease for office premises. This lease has an initial lease term of 2 years.
The Group has entered into a lease for office premises. This lease has an initial lease term of 2 years.
Not longer than one year
Longer than one year, but not longer than five years
Longer than five years
19. SHARE‐BASED PAYMENT PLANS
Recognised employee share‐based payment expenses
20
‐
‐
20
47
17
‐
64
Not longer than one year
Longer than one year, but not longer than five years
Longer than five years
19. SHARE‐BASED PAYMENT PLANS
Recognised employee share‐based payment expenses
20
‐
‐
20
47
17
‐
64
The expense recognised for employee services received during the year are shown in the table below:
The expense recognised for employee services received during the year are shown in the table below:
Total expense arising from employee and director share‐based
payment transactions
Types of share‐based payment plans
Employee Incentive Plan ("EIP")
Consolidated
2019
$'000
2018
$'000
802
769
Total expense arising from employee and director share‐based
payment transactions
Types of share‐based payment plans
Employee Incentive Plan ("EIP")
Consolidated
2019
$'000
2018
$'000
802
769
Performance rights are granted to all employees. The EIP is designed to align participants' interest with those of
shareholders by enabling employees to access the benefits of an increase in the value of the Company's shares.
For grants of performance rights under the EIP, the vesting of half of the performance rights is subject to the
Company’s relative TSR as measured by share price performance (allowing for the reinvestment of dividends),
versus a comparator group of uranium development companies, and the vesting of the other half is subject to
the attainment of defined individual and group performance criteria as assessed by the Board in line with the
Performance rights are granted to all employees. The EIP is designed to align participants' interest with those of
shareholders by enabling employees to access the benefits of an increase in the value of the Company's shares.
For grants of performance rights under the EIP, the vesting of half of the performance rights is subject to the
Company’s relative TSR as measured by share price performance (allowing for the reinvestment of dividends),
versus a comparator group of uranium development companies, and the vesting of the other half is subject to
the attainment of defined individual and group performance criteria as assessed by the Board in line with the
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
57
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
57
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
work schedules under the Company’s operating plans. The performance measurement date is two years from
date of grant for employees and three years from the date of grant for executives.
work schedules under the Company’s operating plans. The performance measurement date is two years from
date of grant for employees and three years from the date of grant for executives.
In assessing whether the relative TSR hurdle for each grant has been met, the Group's TSR growth from the
commencement of each grant and that of the pre‐selected peer group are ranked. The peer group chosen for
comparison is a group of Australian and foreign uranium development companies at the date of grant. This peer
group reflects the Group's competitors for capital and talent.
In assessing whether the relative TSR hurdle for each grant has been met, the Group's TSR growth from the
commencement of each grant and that of the pre‐selected peer group are ranked. The peer group chosen for
comparison is a group of Australian and foreign uranium development companies at the date of grant. This peer
group reflects the Group's competitors for capital and talent.
The Group's performance against the hurdle is determined according to Bannerman’s ranking against the peer
group TSR growth over the performance period:
The Group's performance against the hurdle is determined according to Bannerman’s ranking against the peer
group TSR growth over the performance period:
When Bannerman is ranked at the 75th percentile, 100% of the performance rights will vest.
When Bannerman is ranked below the 25th percentile, the performance rights are forfeited.
For rankings between the 25th and 75th percentile, a sliding scale applies whereby every 1 percentile
equates to 2% vesting.
When a participant ceases employment prior to the vesting of their rights, the rights are generally forfeited
unless cessation of employment is due to termination initiated by the Group (except for termination with cause)
or death. In the event of a change of control, the performance period end date will be bought forward to the
date of change of control and rights will vest. The Company prohibits executives from entering into
arrangements to protect the value of unvested EIP awards.
When Bannerman is ranked at the 75th percentile, 100% of the performance rights will vest.
When Bannerman is ranked below the 25th percentile, the performance rights are forfeited.
For rankings between the 25th and 75th percentile, a sliding scale applies whereby every 1 percentile
equates to 2% vesting.
When a participant ceases employment prior to the vesting of their rights, the rights are generally forfeited
unless cessation of employment is due to termination initiated by the Group (except for termination with cause)
or death. In the event of a change of control, the performance period end date will be bought forward to the
date of change of control and rights will vest. The Company prohibits executives from entering into
arrangements to protect the value of unvested EIP awards.
Non‐Executive Director Share Incentive Plan ("NEDSIP")
Non‐Executive Director Share Incentive Plan ("NEDSIP")
Non‐executive directors' remuneration includes initial and annual grants of share options or share rights (under
the NEDSIP). Share options and share rights granted to non‐executive directors are not subject to performance
hurdles. They have been issued as an incentive to attract experienced and skilled personnel to the Board.
Non‐executive directors' remuneration includes initial and annual grants of share options or share rights (under
the NEDSIP). Share options and share rights granted to non‐executive directors are not subject to performance
hurdles. They have been issued as an incentive to attract experienced and skilled personnel to the Board.
Summary of share options granted under NEDSIP and EIP arrangements
Summary of share options granted under NEDSIP and EIP arrangements
Outstanding at beginning of the year
Granted during the year
Exercised during the year
Expired during the year
Forfeited during the year
Outstanding at end of the year
2019
#
41,175,400
6,597,400
(3,923,000)
(3,923,000)
‐
39,926,800
2019
WAEP1
0.05
0.07
0.04
0.04
‐
0.05
2018
#
31,108,600
13,731,200
‐
(3,664,400)
‐
41,175,400
2018
WAEP1
0.05
0.07
‐
0.09
‐
0.05
Outstanding at beginning of the year
Granted during the year
Exercised during the year
Expired during the year
Forfeited during the year
Outstanding at end of the year
2019
#
41,175,400
6,597,400
(3,923,000)
(3,923,000)
‐
39,926,800
2019
WAEP1
0.05
0.07
0.04
0.04
‐
0.05
2018
#
31,108,600
13,731,200
‐
(3,664,400)
‐
41,175,400
2018
WAEP1
0.05
0.07
‐
0.09
‐
0.05
1 Weighted Average Exercise Price ($/share)
1 Weighted Average Exercise Price ($/share)
Summary of share options granted outside of NEDSIP and EIP arrangements
Summary of share options granted outside of NEDSIP and EIP arrangements
Outstanding at beginning of the year
Granted during the year
Outstanding at end of the year
1 Weighted Average Exercise Price ($/share)
2019
#
28,700,000
2,000,000
30,700,000
2019
WAEP1
0.06
0.07
0.06
2018
#
25,500,000
3,200,000
28,700,000
2018
WAEP1
0.06
0.06
0.06
Outstanding at beginning of the year
Granted during the year
Outstanding at end of the year
1 Weighted Average Exercise Price ($/share)
2019
#
28,700,000
2,000,000
30,700,000
2019
WAEP1
0.06
0.07
0.06
2018
#
25,500,000
3,200,000
28,700,000
2018
WAEP1
0.06
0.06
0.06
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
58
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
58
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
Summary of performance rights granted under NEDSIP and EIP arrangements
Summary of performance rights granted under NEDSIP and EIP arrangements
Outstanding at beginning of the year
Granted during the year
Vested during the year
Forfeited during the year
Outstanding at end of the year
2019
#
37,309,033
15,125,000
(7,792,867)
(2,988,232)
41,652,934
2018
#
37,656,093
14,973,900
(6,080,682)
(9,240,278)
37,309,033
Outstanding at beginning of the year
Granted during the year
Vested during the year
Forfeited during the year
Outstanding at end of the year
2019
#
37,309,033
15,125,000
(7,792,867)
(2,988,232)
41,652,934
2018
#
37,656,093
14,973,900
(6,080,682)
(9,240,278)
37,309,033
Weighted average remaining contractual life
Weighted average remaining contractual life
The weighted average remaining contractual life as at 30 June 2019 was:
The weighted average remaining contractual life as at 30 June 2019 was:
Share options
Performance rights
0.88 years (2018: 1.42 years).
1.00 years (2018: 0.96 years).
Share options
Performance rights
0.88 years (2018: 1.42 years).
1.00 years (2018: 0.96 years).
Range of exercise price
Range of exercise price
The range of exercise prices for share options outstanding as at 30 June 2019 was $0.042 ‐ $0.072 (2018: $0.042 ‐
$0.079). The weighted average exercise price for share options outstanding as at 30 June 2019 was $0.06 (2018:
$0.05) per share option.
The range of exercise prices for share options outstanding as at 30 June 2019 was $0.042 ‐ $0.072 (2018: $0.042 ‐
$0.079). The weighted average exercise price for share options outstanding as at 30 June 2019 was $0.06 (2018:
$0.05) per share option.
Weighted average fair value
Weighted average fair value
The weighted average fair value for the share options granted during the year was $0.02 (2018: $0.03) per share
option. The weighted average fair value for the performance rights granted during the year was $0.04 (2018:
$0.03) per performance right.
The weighted average fair value for the share options granted during the year was $0.02 (2018: $0.03) per share
option. The weighted average fair value for the performance rights granted during the year was $0.04 (2018:
$0.03) per performance right.
Share options / performance rights pricing model
Equity‐settled transactions
Share options / performance rights pricing model
Equity‐settled transactions
The fair value of the equity‐settled share options granted under the NEDSIP and EIP is estimated as at the date of
grant using a Black‐Scholes option price calculation method taking into account the terms and conditions upon
which the share options/rights were granted. A Monte Carlo simulation is applied to fair value the TSR element.
In accordance with the rules of the EIP, the model simulates the Company's TSR and compares it against the peer
group over the two year period of each grant made to employees and the three year period of each grant made
to executives. The model takes into account the historic dividends, share price volatilities and co‐variances of the
Company and each comparator company to produce a theoretical predicted distribution of relative share
performance. This is applied to the grant to give an expected value of the TSR element.
The fair value of the equity‐settled share options granted under the NEDSIP and EIP is estimated as at the date of
grant using a Black‐Scholes option price calculation method taking into account the terms and conditions upon
which the share options/rights were granted. A Monte Carlo simulation is applied to fair value the TSR element.
In accordance with the rules of the EIP, the model simulates the Company's TSR and compares it against the peer
group over the two year period of each grant made to employees and the three year period of each grant made
to executives. The model takes into account the historic dividends, share price volatilities and co‐variances of the
Company and each comparator company to produce a theoretical predicted distribution of relative share
performance. This is applied to the grant to give an expected value of the TSR element.
Pricing model inputs used for the year ended 30 June 2019:
Pricing model inputs used for the year ended 30 June 2019:
NEDSIP
Annual Grant
Share Options
OTHER (i)
Annual Grant
Rights
EIP
Annual
Grant Rights
OTHER (i)
Options /
Rights
Dividend Yield (%)
Expected volatility (%)
Risk‐ Free interest rate (%)
0%
82%
2.13%
0%
80%
1.93%
0%
80%
1.93% ‐
2.12%
0%
80%
1.95%
NEDSIP
Annual Grant
Share Options
OTHER (i)
Annual Grant
Rights
EIP
Annual
Grant Rights
OTHER (i)
Options /
Rights
Dividend Yield (%)
Expected volatility (%)
Risk‐ Free interest rate (%)
0%
82%
2.13%
0%
80%
1.93%
0%
80%
1.93% ‐
2.12%
0%
80%
1.95%
Expected life of Share Options /
Rights (years)
3 years
1 year
2 ‐ 3 years
2 year
Expected life of Share Options /
Rights (years)
3 years
1 year
2 ‐ 3 years
2 year
Share price at measurement date ($)
0.047
0.038
0.038 ‐ 0.044
0.04
Share price at measurement date ($)
0.047
0.038
0.038 ‐ 0.044
0.04
(i)
Share Options/Rights issued under separate terms and conditions and not issued as part of any formal plan.
(i)
Share Options/Rights issued under separate terms and conditions and not issued as part of any formal plan.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
59
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
59
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
Pricing model inputs used for the year ended 30 June 2018:
Pricing model inputs used for the year ended 30 June 2018:
NEDSIP
Annual Grant
Share Options
OTHER (i)
Annual Grant
Rights
EIP
Annual
Grant Rights
OTHER (i)
Options
Dividend Yield (%)
Expected volatility (%)
Risk‐ Free interest rate (%)
0%
82%
1.75%
0%
82%
1.75%
0%
85%
1.91% ‐
2.04%
0%
83%
1.98%
NEDSIP
Annual Grant
Share Options
OTHER (i)
Annual Grant
Rights
EIP
Annual
Grant Rights
OTHER (i)
Options
Dividend Yield (%)
Expected volatility (%)
Risk‐ Free interest rate (%)
0%
82%
1.75%
0%
82%
1.75%
0%
85%
1.91% ‐
2.04%
0%
83%
1.98%
Expected life of Share Options /
Rights (years)
3 years
1 year
2 ‐ 3 years
2 year
Expected life of Share Options /
Rights (years)
3 years
1 year
2 ‐ 3 years
2 year
Share price at measurement date ($)
0.058
0.058
0.058 ‐ 0.06
0.058
Share price at measurement date ($)
0.058
0.058
0.058 ‐ 0.06
0.058
(ii)
Share Options/Rights issued under separate terms and conditions and not issued as part of any formal plan.
(ii)
Share Options/Rights issued under separate terms and conditions and not issued as part of any formal plan.
20. SEGMENT INFORMATION
20. SEGMENT INFORMATION
The Group has identified its operating segments based on the internal reports that are reviewed and used by the
CEO and the management team in assessing performance and in determining the allocation of resources.
The Group has identified its operating segments based on the internal reports that are reviewed and used by the
CEO and the management team in assessing performance and in determining the allocation of resources.
The Group is undertaking development studies and exploring for uranium resources in southern Africa, and
hence the operations of the Group represent one operating segment.
The Group is undertaking development studies and exploring for uranium resources in southern Africa, and
hence the operations of the Group represent one operating segment.
The accounting policies applied for internal reporting purposes are consistent with those applied in the
preparation of the financial statements. The Group considers the segment assets and liabilities to be consistent
with those disclosed in the financial statements.
The accounting policies applied for internal reporting purposes are consistent with those applied in the
preparation of the financial statements. The Group considers the segment assets and liabilities to be consistent
with those disclosed in the financial statements.
The analysis of the location of non current assets other than financial instruments is as follows:
The analysis of the location of non current assets other than financial instruments is as follows:
Australia
Namibia
Total Non‐current Assets
Consolidated
2019
$'000
29
57,218
57,247
2018
$'000
39
55,029
55,068
Australia
Namibia
Total Non‐current Assets
Consolidated
2019
$'000
29
57,218
57,247
2018
$'000
39
55,029
55,068
21. EVENTS SUBSEQUENT TO REPORTING DATE
21. EVENTS SUBSEQUENT TO REPORTING DATE
No other matters or circumstances have arisen since the end of the financial period which significantly affected
or may significantly affect the operations of the Consolidated Entity, the results of those operations, or the state
of affairs of the Consolidated Entity in future financial years.
No other matters or circumstances have arisen since the end of the financial period which significantly affected
or may significantly affect the operations of the Consolidated Entity, the results of those operations, or the state
of affairs of the Consolidated Entity in future financial years.
22. RELATED PARTY INFORMATION
22. RELATED PARTY INFORMATION
Subsidiaries
The consolidated financial statements include the financial statements of Bannerman Resources Limited and the
subsidiaries listed in the following table:
Name
Subsidiaries
The consolidated financial statements include the financial statements of Bannerman Resources Limited and the
subsidiaries listed in the following table:
Name
Bannerman Mining Resources (Namibia) (Pty) Ltd
Bannerman Resources Nominees (UK) Limited
Country of
incorporation
Namibia
United Kingdom
% Equity Interest
2019 2018
95
100
95
100
Bannerman Mining Resources (Namibia) (Pty) Ltd
Bannerman Resources Nominees (UK) Limited
Country of
incorporation
Namibia
United Kingdom
% Equity Interest
2019 2018
95
100
95
100
Ultimate Parent
Bannerman Resources Limited is the ultimate Australian parent entity and the ultimate parent of the Group.
Ultimate Parent
Bannerman Resources Limited is the ultimate Australian parent entity and the ultimate parent of the Group.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
60
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
60
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
Compensation of Key Management Personnel by Category:
Compensation of Key Management Personnel by Category:
Short‐term employee benefits
Post‐employment benefits
Share‐based payments
2019
$'000
762,434
79,054
637,923
1,479,411
2018
$'000
689,567
101,940
614,764
1,406,271
Short‐term employee benefits
Post‐employment benefits
Share‐based payments
2019
$'000
762,434
79,054
637,923
1,479,411
2018
$'000
689,567
101,940
614,764
1,406,271
Transactions with related entities:
Transactions between related parties are on commercial terms and conditions, no more favourable than those
available to other parties unless otherwise stated.
Transactions with related entities:
Transactions between related parties are on commercial terms and conditions, no more favourable than those
available to other parties unless otherwise stated.
23. CONTINGENCIES
23. CONTINGENCIES
On 17 December 2008, the Company entered into a settlement agreement with Savanna Marble CC (“Savanna”)
relating to Savanna’s legal challenge to the Company’s rights to the Etango Project Exclusive Prospecting Licence.
Under the terms of the Savanna settlement agreement, in consideration for the termination of proceedings,
Savanna was entitled to receive $3.5 million cash and 9.5 million fully paid ordinary shares in Bannerman. The
first tranche payment of $3.0 million and 5.5 million shares was made in early 2009. The second and final
tranche payment of $500,000 and 4.0 million ordinary shares is due to Savanna upon receipt of the Etango
Project mining licence. The mining licence application was lodged in December 2009 and was refused on 3
September 2018. Bannerman retains the right to re‐apply for a mining licence when the uranium market
recovers. As at 30 June 2019, the probability and timing of an application for and grant of a mining licence is
uncertain. Due to this uncertainty, the second tranche payment has been disclosed as a contingent liability and
not as a provision as at 30 June 2019.
On 17 December 2008, the Company entered into a settlement agreement with Savanna Marble CC (“Savanna”)
relating to Savanna’s legal challenge to the Company’s rights to the Etango Project Exclusive Prospecting Licence.
Under the terms of the Savanna settlement agreement, in consideration for the termination of proceedings,
Savanna was entitled to receive $3.5 million cash and 9.5 million fully paid ordinary shares in Bannerman. The
first tranche payment of $3.0 million and 5.5 million shares was made in early 2009. The second and final
tranche payment of $500,000 and 4.0 million ordinary shares is due to Savanna upon receipt of the Etango
Project mining licence. The mining licence application was lodged in December 2009 and was refused on 3
September 2018. Bannerman retains the right to re‐apply for a mining licence when the uranium market
recovers. As at 30 June 2019, the probability and timing of an application for and grant of a mining licence is
uncertain. Due to this uncertainty, the second tranche payment has been disclosed as a contingent liability and
not as a provision as at 30 June 2019.
24. PARENT ENTITY INFORMATION
24. PARENT ENTITY INFORMATION
a.
Information relating to Bannerman Resources Limited:
2019
$’000
2018
$’000
a.
Information relating to Bannerman Resources Limited:
2019
$’000
2018
$’000
Current assets
Total assets
Current liabilities
Total liabilities
Issued capital
Accumulated loss
Option Reserve
Convertible Note Reserve
Total shareholders’ equity
Loss of the parent entity
Total comprehensive loss of the parent entity
6,288
10,141
128
139
141,156
(192,543)
57,172
4,038
12,257
(3,157)
(3,157)
8,321
12,138
266
279
140,983
(189,386)
56,152
4,038
11,859
(1,733)
(1,733)
Current assets
Total assets
Current liabilities
Total liabilities
Issued capital
Accumulated loss
Option Reserve
Convertible Note Reserve
Total shareholders’ equity
Loss of the parent entity
Total comprehensive loss of the parent entity
6,288
10,141
128
139
141,156
(192,543)
57,172
4,038
12,257
(3,157)
(3,157)
8,321
12,138
266
279
140,983
(189,386)
56,152
4,038
11,859
(1,733)
(1,733)
b. Details of any guarantees entered into by the parent entity in relation to the debts of its subsidiaries
There are no guarantees entered into to provide for debts of the Company's subsidiaries. The parent entity has
provided a letter to BMRN evidencing the parent’s intent to meet the financial obligations of BMRN for the
period 1 July 2019 to 30 June 2020.
b. Details of any guarantees entered into by the parent entity in relation to the debts of its subsidiaries
There are no guarantees entered into to provide for debts of the Company's subsidiaries. The parent entity has
provided a letter to BMRN evidencing the parent’s intent to meet the financial obligations of BMRN for the
period 1 July 2019 to 30 June 2020.
c. Details of any contingent liabilities of the parent entity
Refer to Note 23 for details relating to contingent liabilities.
c. Details of any contingent liabilities of the parent entity
Refer to Note 23 for details relating to contingent liabilities.
d. Details of any contractual commitments by the parent entity for the acquisition of property, plant or
d. Details of any contractual commitments by the parent entity for the acquisition of property, plant or
equipment
equipment
There are no contractual commitments by the parent entity for the acquisition of property, plant and equipment
as at reporting date.
There are no contractual commitments by the parent entity for the acquisition of property, plant and equipment
as at reporting date.
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
61
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
61
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
(EXPRESSED IN AUSTRALIAN DOLLARS)
25. MATERIAL PARTLY‐OWNED SUBSIDIARIES
25. MATERIAL PARTLY‐OWNED SUBSIDIARIES
Financial information of subsidiaries that have material non‐controlling interests are provided below:
Financial information of subsidiaries that have material non‐controlling interests are provided below:
Proportion of equity interest held by non‐controlling interests:
Proportion of equity interest held by non‐controlling interests:
Name
Country of
incorporation
Bannerman Mining Resources (Namibia) (Pty) Ltd
Namibia
Accumulated balances of material non‐controlling interest:
Bannerman Mining Resources (Namibia) (Pty) Ltd
Loss allocated to material non‐controlling interest:
Bannerman Mining Resources (Namibia) (Pty) Ltd
2019
5%
$’000
(315)
(21)
2018
5%
$’000
(294)
(34)
In March 2017, the Company entered into a Subscription Agreement with the One Economy Foundation to
become a 5% loan‐carried shareholder in the Etango Project. As part of the Subscription Agreement, Bannerman
Mining Resources (Namibia) (Pty) Ltd (BMRN) issued 5% of its ordinary share capital to the One Economy
Foundation for par (nominal) value. The One Economy Foundation will be loan carried for all future project
expenditure including pre‐construction and development expenditure, with the loan capital and accrued interest
repayable from future dividends.
Name
Country of
incorporation
Bannerman Mining Resources (Namibia) (Pty) Ltd
Namibia
Accumulated balances of material non‐controlling interest:
Bannerman Mining Resources (Namibia) (Pty) Ltd
Loss allocated to material non‐controlling interest:
Bannerman Mining Resources (Namibia) (Pty) Ltd
2019
5%
$’000
(315)
(21)
2018
5%
$’000
(294)
(34)
In March 2017, the Company entered into a Subscription Agreement with the One Economy Foundation to
become a 5% loan‐carried shareholder in the Etango Project. As part of the Subscription Agreement, Bannerman
Mining Resources (Namibia) (Pty) Ltd (BMRN) issued 5% of its ordinary share capital to the One Economy
Foundation for par (nominal) value. The One Economy Foundation will be loan carried for all future project
expenditure including pre‐construction and development expenditure, with the loan capital and accrued interest
repayable from future dividends.
The summarised financial information of the subsidiary is provided below. This information is based on amounts
before inter‐company eliminations and up to the date of acquisition of the non‐controlling interest.
The summarised financial information of the subsidiary is provided below. This information is based on amounts
before inter‐company eliminations and up to the date of acquisition of the non‐controlling interest.
Bannerman Mining Resources (Namibia) (Pty) Ltd
Summarised statement of comprehensive income:
Other income
Administrative expenses
Loss before tax
Income tax
Loss for the year
Total comprehensive loss
Attributable to non‐controlling interests
Summarised statement of financial position:
Cash and bank balances and receivables (current)
Property, plant and equipment and receivables (non current)
Exploration and evaluation expenditure (non current)
Trade and other payables (current)
Other payables (non current)
Total equity
Attributable to:
Equity holders of parent
Non‐Controlling interest
Summarised cash flow information:
Operating
Investing
Financing
Net (decrease) / increase in cash and cash equivalents
2019
$’000
2018
$’000
15
(493)
(478)
‐
(478)
(478)
‐
169
233
56,462
(96)
(47,391)
9,377
9,030
475
(386)
(632)
955
(63)
15
(672)
(657)
‐
(657)
(657)
‐
239
96
54,602
(152)
(45,402)
9,383
8,914
469
(421)
(789)
1,113
(97)
Bannerman Mining Resources (Namibia) (Pty) Ltd
Summarised statement of comprehensive income:
Other income
Administrative expenses
Loss before tax
Income tax
Loss for the year
Total comprehensive loss
Attributable to non‐controlling interests
Summarised statement of financial position:
Cash and bank balances and receivables (current)
Property, plant and equipment and receivables (non current)
Exploration and evaluation expenditure (non current)
Trade and other payables (current)
Other payables (non current)
Total equity
Attributable to:
Equity holders of parent
Non‐Controlling interest
Summarised cash flow information:
Operating
Investing
Financing
Net (decrease) / increase in cash and cash equivalents
2019
$’000
2018
$’000
15
(493)
(478)
‐
(478)
(478)
‐
169
233
56,462
(96)
(47,391)
9,377
9,030
475
(386)
(632)
955
(63)
15
(672)
(657)
‐
(657)
(657)
‐
239
96
54,602
(152)
(45,402)
9,383
8,914
469
(421)
(789)
1,113
(97)
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
62
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
62
DIRECTORS’ DECLARATION
FOR THE YEAR ENDED 30 JUNE 2019
DIRECTORS' DECLARATION
DIRECTORS’ DECLARATION
FOR THE YEAR ENDED 30 JUNE 2019
DIRECTORS' DECLARATION
In accordance with a resolution of the directors of Bannerman Resources Limited, I state that:
In accordance with a resolution of the directors of Bannerman Resources Limited, I state that:
1. In the opinion of the directors:
1. In the opinion of the directors:
(a) The financial statements, notes and additional disclosures included in the directors’ report designated as
(a) The financial statements, notes and additional disclosures included in the directors’ report designated as
audited, of the Group are in accordance with the Corporations Act 2001, including:
audited, of the Group are in accordance with the Corporations Act 2001, including:
i)
ii)
Giving a true and fair view of the consolidated entity’s financial position as at 30 June 2019 and
its performance for the year ended on that date.
Complying with Accounting Standards and Corporations Regulations 2001.
i)
ii)
Giving a true and fair view of the consolidated entity’s financial position as at 30 June 2019 and
its performance for the year ended on that date.
Complying with Accounting Standards and Corporations Regulations 2001.
(b) The financial statements and notes also comply with International Financial Reporting Standards as disclosed
(b) The financial statements and notes also comply with International Financial Reporting Standards as disclosed
in Note 1; and
in Note 1; and
2. This declaration has been made after receiving the declarations required to be made to the directors in
2. This declaration has been made after receiving the declarations required to be made to the directors in
accordance with s295A of the Corporations Act 2001 for the financial year ended 30 June 2019.
accordance with s295A of the Corporations Act 2001 for the financial year ended 30 June 2019.
On behalf of the Board
On behalf of the Board
Brandon Munro
Managing Director & CEO
Perth, 25 September 2019
Brandon Munro
Managing Director & CEO
Perth, 25 September 2019
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
63
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
63
Ernst & Young
11 Mounts Bay Road
Perth WA 6000 Australia
GPO Box M939 Perth WA 6843
Tel: +61 8 9429 2222
Fax: +61 8 9429 2436
ey.com/au
Ernst & Young
11 Mounts Bay Road
Perth WA 6000 Australia
GPO Box M939 Perth WA 6843
Tel: +61 8 9429 2222
Fax: +61 8 9429 2436
ey.com/au
Independent auditor's report to the members of Bannerman Resources
Limited
Independent auditor's report to the members of Bannerman Resources
Limited
Report on the Audit of the Financial Report
Report on the Audit of the Financial Report
Opinion
Opinion
We have audited the financial report of Bannerman Resources Limited (“the Company”) and its
subsidiaries (collectively “the Group”), which comprises the consolidated statement of financial position
as at 30 June 2019, the consolidated statement of comprehensive income, consolidated statement of
changes in equity and consolidated cash flow statement for the year then ended, notes to the financial
statements, including a summary of significant accounting policies, and the directors' declaration.
We have audited the financial report of Bannerman Resources Limited (“the Company”) and its
subsidiaries (collectively “the Group”), which comprises the consolidated statement of financial position
as at 30 June 2019, the consolidated statement of comprehensive income, consolidated statement of
changes in equity and consolidated cash flow statement for the year then ended, notes to the financial
statements, including a summary of significant accounting policies, and the directors' declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
a)
giving a true and fair view of the consolidated financial position of the Group as at 30 June 2019
and of its consolidated financial performance for the year ended on that date; and
a)
giving a true and fair view of the consolidated financial position of the Group as at 30 June 2019
and of its consolidated financial performance for the year ended on that date; and
b)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
b)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Report section of our report. We are independent of the Group in accordance with the auditor
independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting
Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (“the
Code”) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
ethical responsibilities in accordance with the Code.
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Report section of our report. We are independent of the Group in accordance with the auditor
independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting
Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (“the
Code”) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
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
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial report of the current year. These matters were addressed in the context of our audit
of the financial report as a whole, and in forming our opinion thereon, but we do not provide a separate
opinion on these matters. For each matter below, our description of how our audit addressed the matter
is provided in that context.
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial report of the current year. These matters were addressed in the context of our audit
of the financial report as a whole, and in forming our opinion thereon, but we do not provide a separate
opinion on these matters. For each matter below, our description of how our audit addressed the matter
is provided in that context.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
GB:JG:BANNERMAN:009
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
GB:JG:BANNERMAN:009
We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the
Financial Report section of our report, including in relation to these matters. Accordingly, our audit
included the performance of procedures designed to respond to our assessment of the risks of material
misstatement of the financial report. The results of our audit procedures, including the procedures
performed to address the matters below, provide the basis for our audit opinion on the accompanying
financial report.
We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the
Financial Report section of our report, including in relation to these matters. Accordingly, our audit
included the performance of procedures designed to respond to our assessment of the risks of material
misstatement of the financial report. The results of our audit procedures, including the procedures
performed to address the matters below, provide the basis for our audit opinion on the accompanying
financial report.
Carrying value of capitalised exploration and evaluation assets
Carrying value of capitalised exploration and evaluation assets
Why significant
How our audit addressed the key audit matter
Why significant
How our audit addressed the key audit matter
At 30 June 2019, the Group held capitalised
exploration and evaluation assets of $56.89 million.
The carrying value of exploration and evaluation
assets is assessed for impairment by the Group
when facts and circumstances indicate that an
exploration and evaluation asset may exceed its
recoverable amount.
The determination as to whether there are any
indicators to require an exploration and evaluation
asset to be assessed for impairment, involves a
number of judgements including whether the Group
will be able to maintain tenure, perform ongoing
expenditure and whether there is sufficient
information for a decision to be made that the area
of interest is not commercially viable. During the
year the Group determined that there had been no
indicators of impairment.
Given the size of the balance and the judgmental
nature of impairment indicator assessments
associated with exploration and evaluation assets,
we consider this a key audit matter.
Our audit procedures included the following:
Considered the Group’s right to explore in
the relevant exploration area which
included obtaining and assessing supporting
documentation such as license agreements
and correspondence with relevant
government agencies.
Considered the Group’s intention to carry
out significant exploration and evaluation
activities in the relevant exploration area
which included assessing whether the
Group’s cash-flow forecasts provided for
expenditure for planned exploration and
evaluation activities, and enquiring with
senior management and Directors as to the
intentions and strategy of the Group.
Considered the Group’s assessment of
whether the commercial viability of
extracting mineral resources had been
demonstrated and whether it was
appropriate to continue to classify the
capitalised expenditure for the area of
interest as an exploration and evaluation
asset.
Assessed the adequacy of disclosures in
Note 10 to the financial report.
•
•
•
•
.
At 30 June 2019, the Group held capitalised
exploration and evaluation assets of $56.89 million.
The carrying value of exploration and evaluation
assets is assessed for impairment by the Group
when facts and circumstances indicate that an
exploration and evaluation asset may exceed its
recoverable amount.
The determination as to whether there are any
indicators to require an exploration and evaluation
asset to be assessed for impairment, involves a
number of judgements including whether the Group
will be able to maintain tenure, perform ongoing
expenditure and whether there is sufficient
information for a decision to be made that the area
of interest is not commercially viable. During the
year the Group determined that there had been no
indicators of impairment.
Given the size of the balance and the judgmental
nature of impairment indicator assessments
associated with exploration and evaluation assets,
we consider this a key audit matter.
Our audit procedures included the following:
Considered the Group’s right to explore in
the relevant exploration area which
included obtaining and assessing supporting
documentation such as license agreements
and correspondence with relevant
government agencies.
Considered the Group’s intention to carry
out significant exploration and evaluation
activities in the relevant exploration area
which included assessing whether the
Group’s cash-flow forecasts provided for
expenditure for planned exploration and
evaluation activities, and enquiring with
senior management and Directors as to the
intentions and strategy of the Group.
Considered the Group’s assessment of
whether the commercial viability of
extracting mineral resources had been
demonstrated and whether it was
appropriate to continue to classify the
capitalised expenditure for the area of
interest as an exploration and evaluation
asset.
Assessed the adequacy of disclosures in
Note 10 to the financial report.
•
•
•
•
.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
Information other than the financial report and auditor’s report thereon
Information other than the financial report and auditor’s report thereon
The directors are responsible for the other information. The other information comprises the information
included in the Company’s 2019 Annual Report, but does not include the financial report and our
auditor’s report thereon.
The directors are responsible for the other information. The other information comprises the information
included in the Company’s 2019 Annual Report, but does not include the financial report and our
auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon, with the exception of the Remuneration Report and
our related assurance opinion.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon, with the exception of the Remuneration Report and
our related assurance opinion.
In connection with our audit of the financial report, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial report or
our knowledge obtained in the audit or otherwise appears to be materially misstated.
In connection with our audit of the financial report, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial report or
our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
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.
The directors of the Company are responsible for the preparation of the financial report that gives a true
and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for
such internal control as the directors determine is necessary to enable the preparation of the financial
report that gives a true and fair view and is free from material misstatement, whether due to fraud or
error.
In preparing the financial report, the directors are responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters relating to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
In preparing the financial report, the directors are responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters relating to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial report
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.
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgment and maintain professional scepticism throughout the audit. We also:
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgment and maintain professional scepticism throughout the audit. We also:
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
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Identify and assess the risks of material misstatement of the financial report, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the financial report or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Group to cease to continue as
a going concern.
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events in a
manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the financial report. We are
responsible for the direction, supervision and performance of the Group audit. We remain solely
responsible for our audit opinion.
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Identify and assess the risks of material misstatement of the financial report, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the financial report or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Group to cease to continue as
a going concern.
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events in a
manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the financial report. We are
responsible for the direction, supervision and performance of the Group audit. We remain solely
responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We communicate with the directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated to the directors, we determine those matters that were of most
significance in the audit of the financial report of the current year and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
From the matters communicated to the directors, we determine those matters that were of most
significance in the audit of the financial report of the current year and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
Report on the audit of the Remuneration Report
Report on the audit of the Remuneration Report
Opinion on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the directors' report for the year ended 30 June
2019.
We have audited the Remuneration Report included in the directors' report for the year ended 30 June
2019.
In our opinion, the Remuneration Report of Bannerman Resources Limited for the year ended 30 June
2019, complies with section 300A of the Corporations Act 2001.
In our opinion, the Remuneration Report of Bannerman Resources Limited for the year ended 30 June
2019, complies with section 300A of the Corporations Act 2001.
Responsibilities
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.
The directors of the Company are responsible for the preparation and presentation of the Remuneration
Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the Remuneration Report, based on our audit conducted in accordance with Australian
Auditing Standards.
Ernst & Young
Gavin A Buckingham
Partner
Perth
25 September 2019
Ernst & Young
Gavin A Buckingham
Partner
Perth
25 September 2019
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
ADDITIONAL SHAREHOLDER INFORMATION
FOR THE YEAR ENDED 30 JUNE 2019
ADDITIONAL SHAREHOLDER INFORMATION
FOR THE YEAR ENDED 30 JUNE 2019
ADDITIONAL SHAREHOLDER INFORMATION
ADDITIONAL SHAREHOLDER INFORMATION
Additional information required by the Australian Securities Exchange Listing Rules and not disclosed
elsewhere in this report is set out below. The information was applicable as at 4 October 2019.
Additional information required by the Australian Securities Exchange Listing Rules and not disclosed
elsewhere in this report is set out below. The information was applicable as at 4 October 2019.
Distribution of Equity Securities
Distribution of Equity Securities
There were 727 holders of less than a marketable parcel of ordinary shares. The number of shareholders by
size of holding is set out below:
There were 727 holders of less than a marketable parcel of ordinary shares. The number of shareholders by
size of holding is set out below:
Fully Paid Ordinary Shares
Fully Paid Ordinary Shares
Size of Holding
Number of holders
Number of shares
Size of Holding
Number of holders
Number of shares
1 ‐ 1,000
1,001 ‐ 5,000
5,001 ‐ 10,000
10,001 ‐ 100,000
100,001 and over
TOTALS
236
190
262
1,848
834
3,370
63,561
587,502
2,274,414
72,776,561
965,885,176
1,041,587,214
1 ‐ 1,000
1,001 ‐ 5,000
5,001 ‐ 10,000
10,001 ‐ 100,000
100,001 and over
TOTALS
236
190
262
1,848
834
3,370
63,561
587,502
2,274,414
72,776,561
965,885,176
1,041,587,214
Unlisted Share options and Performance Rights
Unlisted Share options and Performance Rights
Share options
Number of
holders
‐
Number of
share options
‐
Performance Rights
Number of
holders
‐
Number of
performance rights
‐
‐
‐
‐
10
10
‐
‐
‐
41,926,800
41,926,800
‐
‐
2
8
10
‐
‐
128,134
41,524,800
41,652,934
Size of Holding
1 ‐ 1,000
1,001 ‐ 5,000
5,001 ‐ 10,000
10,001 ‐ 100,000
100,001 and over
TOTALS
Substantial Shareholders
Share options
Number of
holders
‐
Number of
share options
‐
Performance Rights
Number of
holders
‐
Number of
performance rights
‐
‐
‐
‐
10
10
‐
‐
‐
41,926,800
41,926,800
‐
‐
2
8
10
‐
‐
128,134
41,524,800
41,652,934
Size of Holding
1 ‐ 1,000
1,001 ‐ 5,000
5,001 ‐ 10,000
10,001 ‐ 100,000
100,001 and over
TOTALS
Substantial Shareholders
An extract of the Company’s register of substantial shareholders (who held 5% or more of the issued capital) is
set out below:
An extract of the Company’s register of substantial shareholders (who held 5% or more of the issued capital) is
set out below:
Shareholder
Tribeca Investment Partners
Clive Jones
Number of
shares
90,000,000
77,207,668
Percentage
Held
8.73%
7.5%
Date of last
lodgement
14 September 2019
7 November 2016
Shareholder
Tribeca Investment Partners
Clive Jones
Number of
shares
90,000,000
77,207,668
Percentage
Held
8.73%
7.5%
Date of last
lodgement
14 September 2019
7 November 2016
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
69
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
69
ADDITIONAL SHAREHOLDER INFORMATION (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
ADDITIONAL SHAREHOLDER INFORMATION (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
Top 20 Shareholders
The top 20 largest shareholders are listed below:
Name
Number of
Shares
Percentage
Held %
Name
Number of
Shares
Percentage
Held %
Top 20 Shareholders
The top 20 largest shareholders are listed below:
Citicorp Nominees Pty Limited
HSBC Custody Nominees (Australia) Limited
J P Morgan Nominees Australia Limited
UBS Nominees Pty Ltd
Mr Clive Jones
BNP Paribas Nominees Pty Ltd
McNeil Nominees Pty Limited
Widerange Corporation Pty Ltd
Retzos Executive Pty Ltd
Merrill Lynch (Australia) Nominees Pty Ltd
Sachem Cove Special Opportunities Fund LP
BNP Paribas Noms Pty Ltd
Mrs Alexandra Maidment Jubber
Tierra De Suenos SA
OneDigger Pty Ltd
Peter Batten
Mr Richard Thomas Hayward Daly + Mrs Sarah Kay Daly
Dr Salim Cassim
HSBC Custody Nominees (Australia) Limited – GSCO ECA
CS Fourth Nominees Pty Limited
TOTAL TOP 20 HOLDERS
TOTAL NON‐TOP 20 HOLDERS
TOTAL
109,501,011
78,630,120
67,628,437
60,608,899
53,212,267
49,741,240
37,778,316
23,995,401
21,429,949
13,639,810
11,000,000
10,688,014
8,971,981
7,905,005
5,844,023
5,206,940
5,077,040
5,000,000
4,054,436
4,000,002
583,912,891
457,674,323
1,041,587,214
10.51
7.55
6.49
5.82
5.11
4.78
3.63
2.30
2.06
1.31
1.06
1.03
0.86
0.76
0.56
0.50
0.49
0.48
0.39
0.38
56.06
43.94
100
Citicorp Nominees Pty Limited
HSBC Custody Nominees (Australia) Limited
J P Morgan Nominees Australia Limited
UBS Nominees Pty Ltd
Mr Clive Jones
BNP Paribas Nominees Pty Ltd
McNeil Nominees Pty Limited
Widerange Corporation Pty Ltd
Retzos Executive Pty Ltd
Merrill Lynch (Australia) Nominees Pty Ltd
Sachem Cove Special Opportunities Fund LP
BNP Paribas Noms Pty Ltd
Mrs Alexandra Maidment Jubber
Tierra De Suenos SA
OneDigger Pty Ltd
Peter Batten
Mr Richard Thomas Hayward Daly + Mrs Sarah Kay Daly
Dr Salim Cassim
HSBC Custody Nominees (Australia) Limited – GSCO ECA
CS Fourth Nominees Pty Limited
TOTAL TOP 20 HOLDERS
TOTAL NON‐TOP 20 HOLDERS
TOTAL
109,501,011
78,630,120
67,628,437
60,608,899
53,212,267
49,741,240
37,778,316
23,995,401
21,429,949
13,639,810
11,000,000
10,688,014
8,971,981
7,905,005
5,844,023
5,206,940
5,077,040
5,000,000
4,054,436
4,000,002
583,912,891
457,674,323
1,041,587,214
10.51
7.55
6.49
5.82
5.11
4.78
3.63
2.30
2.06
1.31
1.06
1.03
0.86
0.76
0.56
0.50
0.49
0.48
0.39
0.38
56.06
43.94
100
Voting Rights
Ordinary Shares
Voting Rights
Ordinary Shares
For all ordinary shares, voting rights are on a show of hands whereby every member present in person or by
proxy shall have one vote and upon a poll, each share shall have one vote.
For all ordinary shares, voting rights are on a show of hands whereby every member present in person or by
proxy shall have one vote and upon a poll, each share shall have one vote.
Share options and Performance Rights
Share options and Performance Rights
There are no voting rights attached to share options and performance rights.
There are no voting rights attached to share options and performance rights.
Stock Exchanges
Stock Exchanges
Bannerman has a primary listing of its ordinary shares on the Australian Securities Exchange (ASX code: BMN)
and has additional listings of its ordinary shares on the Namibian Stock Exchange (NSX code: BMN) and on
OTCQB Venture Market (OTCQB code: BNNLF) .
Bannerman has a primary listing of its ordinary shares on the Australian Securities Exchange (ASX code: BMN)
and has additional listings of its ordinary shares on the Namibian Stock Exchange (NSX code: BMN) and on
OTCQB Venture Market (OTCQB code: BNNLF) .
Mineral Licence Schedule
The mineral licence schedule for the Group is tabulated below:
Mineral Licence Schedule
The mineral licence schedule for the Group is tabulated below:
Licence
Type/No.
Grant
Date
Expiry
Date
Holder
Area
(Ha)
Country in which the
Licence is held
Licence
Type/No.
Grant
Date
Expiry
Date
Holder
Area
(Ha)
Country in which the
Licence is held
EPL 3345 27‐Apr‐2006
26‐Apr‐2021
MDRL
3345
7‐Aug‐2017
6‐Aug‐2022
Bannerman Mining Resources
(Namibia) (Pty) Ltd
Bannerman Mining Resources
(Namibia) (Pty) Ltd
24,326
Namibia
7,295
Namibia
EPL 3345 27‐Apr‐2006
26‐Apr‐2021
MDRL
3345
7‐Aug‐2017
6‐Aug‐2022
Bannerman Mining Resources
(Namibia) (Pty) Ltd
Bannerman Mining Resources
(Namibia) (Pty) Ltd
24,326
Namibia
7,295
Namibia
BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
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BANNERMAN RESOURCES LIMITED
2019 ANNUAL REPORT
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BANNERMAN RESOURCES LIMITED
Corporate Office
Suite 7, 245 Churchill Avenue, Subiaco WA 6008
PO Box 1973, Subiaco WA 6904
Telephone +61-8 9381 1436
Facsimile +61-8 9381 1068
www.bannermanresources.com