Positioning for growth 2015 ANNUAL REPORT SIGNIFICANT HIGHLIGHTS CHAIRMAN’S LETTER A RECORD OF ACHIEVEMENT: REVIEW OF OPERATIONS SUSTAINABILITY IN PRACTICE CORPORATE AND FINANCE MARKETING, SALES AND OUTLOOK RESOURCES AND RESERVES CORPORATE DIRECTORY CONSOLIDATED FINANCIAL STATEMENTS 02 04 06 09 15 16 18 20 21 FORWARD LOOKING STATEMENTS Certain statements made in or in connection with this Annual Report contain or comprise forward-looking statements, including but not limited to statements regarding capital cost, capacity, future production and grades, sales projections and financial performance of the Kwale Project, estimated mineral resources and ore reserves, trends in commodity prices and currency exchange rates, demand for commodities, plans, strategies and objectives of management, operating costs, anticipated production life of the Kwale Project, provisions and contingent liabilities and tax and regulatory developments. Forward-looking statements can be identified by the use of terminology such as “intend”, “aim”, “project”, “anticipate”, “estimate”, “plan”, “believe”, “expect”, “may”, “should”, “will”, “continue” or similar words. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that are beyond Base’s control. No assurance or guarantee can be given that such forward-looking statements will prove to be correct. Results could differ materially from those expressed or implied by the forward-looking statements as a result of, among other factors, changes in economic and market conditions, success of business and operating initiatives, changes in the regulatory environment and other government actions, fluctuations in product prices and exchange rates and business and operational risk management. Except as required by applicable regulations or by law, Base Resources does not undertake to publicly update, review or release any revisions to these forward-looking statements to reflect new information or future events or circumstances. BASE RESOURCES LIMITED ANNUAL REPORT 2015 Base Resources is an ASX and AIM listed (BSE) mineral sands producer, focused on the Kwale Mineral Sands Operations in Kenya. During the coming year production is expected to continue at above 400,000 tonnes of ilmenite and ramp up to approximately, 80,000 tonnes of rutile, and 30,000 tonnes of zircon, making Base a significant producer in the global mineral sands market. Base’s successful development of Kwale, and growing track- record of operational achievements, provide a solid foundation to grow a contemporary, mid-tier resources company. BASE RESOURCES 01 significant highlights Outstanding safety record maintained with zero lost-time injuries during the period Key improvement initiatives underway to further improve plant throughput and product recovery in financial year 2016 Implementation of a successful ilmenite marketing strategy in China with bulk vessels, warehouse capacity and agency arrangements Successful ramp up with key operating metrics now consistently at or exceeding design: - Plant availabilities - Heavy mineral concentrate production - Mineral separation plant throughputs - Ilmenite and rutile recoveries Total production for the year: - Rutile 71,537 tonnes - Ilmenite 427,655 tonnes - Zircon 22,416 tonnes Requisite global market share established, resulting in total sales of 471,000 tonnes, despite challenging market conditions Delivered first quarter of positive corporate cashflows in December 2014 and EBITDA for the year of $54.8 million Zircon recoveries have been consistent with planned ramp-up to design, which will be completed over the course of the 2016 financial year Operating costs of US$104 per tonne produced, with US$97 per tonne in the June quarter All operational components of the Kwale Project Debt Facility completion tests successfully passed by year end and first payment of US$11 million made against principal 02 BASE RESOURCES LIMITED ANNUAL REPORT 2015 SIGNIFICANT HIGHLIGHTS 03 chairman’s letter Dear Shareholders The 2015 financial year has been the first full year of our Kwale mineral sands operation and one of significant achievement for your company, despite the challenging economic environment that currently prevails. The past year has seen the successful ramp up of our Kwale mineral sands operation in Kenya. We are consistently achieving or exceeding plant design availabilities, heavy mineral concentrate production, mineral separation throughput and ilmenite and rutile recovery. Zircon recovery is on plan and we are seeing early, significant recovery gains from recently commissioned improvements in the zircon wet circuit. The smooth, rapid production ramp up since first production in December 2013 is testament to the quality of the resource, our plant and equipment and, most importantly, to the experience, quality and dedication of our operations team. With the operation now at steady state, our focus has turned to enhancing throughputs and recoveries beyond the original design, reducing costs further, and the evaluation of options to optimise future production levels. Several initiatives are underway or planned for the coming year to improve plant performance. While strong cost discipline is part of the fabric of our company, as illustrated by our cash operating costs per tonne of US$97/tonne in the June quarter, the stable operation presents an opportunity for further refinement. Although in the early stages, work is underway exploring how to best maximise value from our current assets over the life of the mine. In the past year, Base exported more than 471,000 tonnes of products from the Kwale deposit, delivering into all of its offtake agreements, as well as making a number of spot sales. While all our rutile and most zircon production is already contracted, the successful implementation during the year of an ilmenite marketing strategy into China was critical. This strategy, which included agreeing a fixed price shipping contract, a move to larger ships, establishing warehouse capacity in China and agreeing an exclusive marketing agent, has led to two new offtake agreements, several new spot sale customers and it has established Base Resources as a significant global supplier. We now have eight core offtake contracts underpinning Kwale operations for the next three to six years. Most importantly, these operational results continue to be achieved with an uncompromising focus on safety. There were no lost time injuries during the past year and Total Recordable Injury Frequency was a low 1.43 recordable cases per million hours worked. This remarkable achievement in our first year of operation is one we are committed to maintaining. We have also enjoyed success in establishing a very “Kenyan” workforce at the Kwale operation, with 95% of the team being Kenyan and 61% coming from our local community. Our very structured training and skills development programme aims to see this further increase. Base Resources’ local subsidiary, Base Titanium, has established a strong track record of positive community engagement. Base Titanium, often in partnership with various local and international development organisations, supports a wide range of programmes to address community-led priorities. 04 BASE RESOURCES LIMITED ANNUAL REPORT 2015 In the past year, our programmes have been particularly focussed on training and capacity building in agricultural development, with a view to sustaining local communities’ economic potential and quality of life beyond the life of the Kwale operations. Base Titanium has made, and continues to make, a significant contribution to the Kenyan economy and to the development of the country’s emerging mining industry. A recent study by Ernst & Young highlights the positive impact of the Kwale operations on the Kenyan economy, well beyond its estimated direct contribution of US$1 billion to Kenya’s GDP from 2015 to 2026, including the creation and support of over 3,200 direct, indirect and induced jobs for Kenyans. With 80% of our goods and service requirements met by Kenyan businesses, we are also contributing to the development of a mining industry supply chain. We continue to work closely, and enjoy positive relationships, with our host governments in Kenya, both at Kwale County and nationally, supported by a common objective of establishing a healthy, vibrant mining sector. That is not to say there haven’t been issues along the way, but the successful development and operation of the Kwale Project is testament to the strength of these relationships. Against the backdrop of a challenging price environment for our products, which is expected to continue through FY16, the Kwale operation remains profitable, with revenue to cash cost ratios benchmarking in the top few of the top quartile of mineral sands producers. Very pleasingly, all operational requirements for achieving ‘Project Completion’ in respect of the debt facility were successfully passed in June 2015, and the first principal repayment of US$11 million was made. While we are generating sound, positive corporate cashflows, the current commodity market makes the repayment profile of the Kwale Project Debt Facility more challenging. We are well advanced in the pursuit of a refinancing of the debt facility to secure a repayment profile more appropriate to the current price environment, and to ensure a robust financial footing from which to grow the business. While the current commodity market poses challenges, it also creates opportunities for Base Resources. In late 2014, we launched a takeover bid for World Titanium Resources Limited that was ultimately unsuccessful. Looking to the year ahead, we will continue assess acquisition opportunities that have the potential to capitalise on our capabilities and create shareholder value. We are also progressing work on value- adding opportunities at Kwale, such as Kwale Phase 2 development and exploration for developable resources within reach of the Kwale operation. I am pleased to be providing my first annual report as Chairman of your company following my appointment to the role in May this year. I would like to acknowledge the contribution of retiring chairman Mr Andrew King for his role in stewarding Base Resources’ development to a producer from its formation in 2008. I wish to thank the Board, management and teams of Base Resources and Base Titanium, our suppliers, local communities and host governments for your support and commitment during the year. Finally, thank you to you our shareholders for your confidence and ongoing support. Keith Spence CHAIRMAN CHAIRMAN’S LETTER 05 a record of achievement REVIEW OF OPERATIONS Base operates the 100% owned Kwale Mineral Sands Project in Kenya, which commenced production in late 2013. Kwale is located 10 kilometres inland from the Kenyan coast and 50 kilometres south of Mombasa, the principal port facility for East Africa. The MSP cleans and separates the ilmenite, rutile and zircon minerals and removes any remaining gangue. This is accomplished by a combination of attritioning, magnetic separation, electrostatic separation, classification and gravity separation. The ilmenite and majority of rutile produced is then transported in bulk to Base’s own Likoni port facility. The balance of the rutile and all of the zircon produced is containerised prior to transporting to the main Mombasa container port. OPERATIONAL PERFORMANCE With the early and consistent achievement of design availabilities and throughputs in the wet WCP the focus during the year shifted to debottlenecking the WCP’s capacity to produce HMC when mining high grade ore. The resultant enhancements enabled higher throughput to be sustained, producing a marked increase in HMC production in the second half of the year, with 412,447 tonnes of the year’s total HMC production of 752,063 tonnes achieved in this period. HMC production capability now exceeds design, allowing the building of a HMC inventory to mitigate risk and optimise future production. At year end, this inventory was 119,606 tonnes. During the year, 658,816 tonnes of HMC was fed into the MSP to produce 427,655 tonnes of ilmenite, 71,537 tonnes of rutile and 22,416 tonnes of zircon. With the consistent achievement of design availabilities in the MSP, the focus has been firmly on driving product recovery and throughput increases in the past year. During the June quarter, an average MSP feed rate of 82tph was achieved, exceeding design levels of 80tph, and is expected to improve into the 2016 financial year, from further process enhancements. Rutile production was ahead of planned ramp-up and approaching the design target run-rate of 80,000 tonnes per annum by year end. Rutile production for the June quarter was 19,499 tonnes, achieving average MSP recoveries of 96%, just short of the design target of 97%. Of this rutile production, 429 tonnes was attributable to the implementation of a programme to retreat an accumulated rutile oversize reject stockpile, which will continue into the early part of the next financial year. Further modest improvements in rutile recovery are anticipated from planned modifications to be progressively completed over the remainder of 2015 calendar year. Ilmenite production continues at well above design capacity. With some altered ilmenite species that are not defined as “ilmenite” in the Resource being recovered to ilmenite production, ilmenite recoveries (or yields) of over 100% are now consistently being achieved. 110% 100% 90% 80% 70% E T I N E M L I & E L I T U R MSP PRODUCT RECOVERIES ILMENITE 109% 80% RUTILE 101% ZIRCON 61% N O C R I Z 70% 60% 50% 40% 4 1 - N U J 4 1 - L U J 4 1 - G U A 4 1 - T P E S 4 1 - T C O 4 1 - V O N 4 1 - C E D 5 1 - N A J 5 1 - B E F 5 1 - R A M 5 1 - R P A 5 1 - Y A M 5 1 - N U J The Kwale Operation is based on a mine life of 11 years, and features a high grade ore body with a high value mineral assemblage, comprised of the Central Dune and South Dune deposits. During the coming year production is expected to continue at above 400,000 tonnes of ilmenite and ramp up to approximately 80,000 tonnes of rutile and 30,000 tonnes of zircon, making Base a globally significant producer of mineral sands products. MINING AND SEPARATION PROCESS Mining operations commenced at the higher-grade Central Dune deposit in October 2013. The mining operations at Kwale are based on a conventional dozer trap mining unit (DMU), using Caterpillar D11T dozers to feed the DMU. The DMU is a cost effective method of mining and is particularly well suited to the type of ore at Kwale. In the 2015 financial year, mining rates have been sustained at the targeted design rates for this phase of the operation. In accordance with the mine plan, mining activity continued in the high grade regions of the Central Dune, closest to the processing plants, with ore grades averaging 8.6% heavy mineral (HM) for the year. Mining activities will remain focussed on the Central Dune deposit for the first seven years of the operation, before transitioning to the South Dune for the remainder of the mine life. Kwale is designed to process ore to recover three separate products – ilmenite, rutile and zircon. Ore is received at the wet concentrator plant (WCP) from the DMU via a slurry pipeline. The WCP removes slimes at a particle size less than 45μm, concentrates the valuable heavy minerals (ilmenite, rutile and zircon) and rejects most of the non-valuable, lighter gangue minerals. The WCP incorporates a number of gravity separation steps using spiral concentrators. The heavy mineral concentrate (HMC), containing 90% heavy minerals, is then processed in the mineral separation plant (MSP). 06 BASE RESOURCES LIMITED ANNUAL REPORT 2015 521,608 tonnes of ilmenite, rutile and zircon produced in 2015 A RECORD OF ACHIEVEMENT 07 a record of achievement Zircon production improved steadily throughout the year, in line with the planned ramp-up to design capacity, achieving average MSP recoveries of 62% in the last quarter. Upgrades to the wet zircon pumping systems, planned for later in 2015, are intended to increase MSP zircon recoveries by providing greater flow control and flexibility. Further improvements to primary magnet separation capacity and efficiencies are planned during the course of 2015, which, along with on-going optimisation work, is expected to further improve zircon recovery towards design levels of 78%. With the aim of maximising overall zircon recoveries and revenue, plans are being progressed to upgrade non-magnetic tailings streams during the recovery ramp up period to produce a saleable zircon product. Implementation is planned to follow the wet zircon pumping system upgrade. TRANSPORT AND INFRASTRUCTURE A key feature of the Kwale Operations is ready access to infrastructure, both pre-existing and Bases’ own developed infrastructure. The Kwale mine and processing plants are located eight kilometres from the main coastal highway running between Mombasa and northern Tanzania. Both the bulk and containerised product is hauled 50 kilometres by truck from Kwale along this route to the purpose-built product storage and marine facility at Likoni and Mombasa container port respectively. The fully owned and operated Likoni port facility includes a storage shed capable of holding in excess of 90,000 tonnes and a ship loader rated at 1,000 tonnes per hour. During the year, more than 430,000 tonnes of bulk ilmenite and rutile were loaded at this facility and dispatched to customers around the globe. Water is a key input for mineral sands projects, and water supply for the Kwale Project comes from the dedicated 8.6 gigalitre Mukurumudzi Dam constructed by Base. The south coast of Kenya enjoys two wet seasons annually, with consistent rains in the June quarter refilling the dam to capacity. In addition, a borefield accessing a local aquifer has been constructed to provide a supplementary supply in the event of prolonged drought conditions. Power for Kwale is supplied from the Kenyan grid via a Base-constructed, 132kVA power line from the Galu substation just 16 kilometres from the Kwale Project site. The reliability of the supply has proved to be excellent with negligible downtime from outages or voltage dips. 08 BASE RESOURCES LIMITED ANNUAL REPORT 2015 sustainability in practice From project conception through to full-scale production, Base has adopted world-class, sustainable business practices seeking to minimise any negative impacts and maximise positive impacts of its operations for its host community and more broadly, Kenya. Base is committed to complying with Kenyan legislation and international best practice, specifically the International Finance Corporation’s Performance Standards, the Equator Principles, World Bank Group’s Environmental, Health and Safety Guidelines, International Labour Organisation’s core labour standards and the United Nations Voluntary Principles on Human Rights. With this approach, Base is helping to set benchmarks for effective and responsible development in Kenya’s emerging mining sector. E T A R Y C N E U Q E R F 3 2 1 0 BASE TITANIUM KWALE OPERATIONS Lost time injury (LTIFR) and total recordable injury (TRIFR) frequency rates WA ALL MINES LTIFR 2013/14 4 1 - N U J 4 1 - L U J 4 1 - G U A 4 1 - T P E S 4 1 - T C O 4 1 - V O N 4 1 - C E D 5 1 - N A J 5 1 - B E F 5 1 - R A M 5 1 - R P A 5 1 - Y A M TRIFR LTIFR 5 1 - N U J 4,000,000 man hours LTI free SAFETY Throughout the Kwale Project construction, commissioning, and now operations, Base has entrenched a first-world, best- practice safety culture at Kwale. The construction of the Kwale Project was achieved with a commendable safety record. With a total of more than nine million man hours worked and a peak of 2,400 people on site, the Company recorded just two lost time injuries (LTI) throughout the construction phase. During this period, both the LTI and total reportable injury (TRI) frequency rates were significantly lower than West Australian mining industry benchmarks. Post commissioning, Base has successfully continued this culture into steady state operations at Kwale, across all aspects of the process, from mine to port. Pleasingly, no LTI’s were recorded during the period, with the last and only operational LTI being recorded in February 2014. Consistent with world best-practice safety, a heavy emphasis is also placed on reporting of minor injuries and incidents to ensure the quality of lead indicators. While this has been a contributor to the rise in the TRI frequency rate, there has been an underlying trend that is being analysed. The Kwale Operations safety performance is an outstanding achievement by first-world mining operation standards, let alone for an emerging mining jurisdiction. SUSTAINABILITY IN PRACTICE 09 10 95% of employees are Kenyan with 61% drawn from Kwale County BASE RESOURCES LIMITED ANNUAL REPORT 2015 sustainability in practice LOCAL EMPLOYMENT Base is committed to prioritising employment for Kenyans. Our employment system is specifically designed to maximise employment opportunities and project benefits to local communities by giving preference to project-affected applicants and those residing in the immediate environs of the mine and assign progressively lower priorities to those living further away through a “fencing” system established in consultation with the Government of Kenya and local community leaders. This system has proved highly effective and of the 901 people directly employed in Kenya, including 660 by Base and 241 by Kenyan service providers contracted to Base in security, transport, catering and analytical laboratory services, 95% are Kenyan, with 61% drawn from Kwale County. We consider the early achievement of local workforce participation to this extent, in concert with the operational SKILLS TRANSFER Base has structured training and skills transfer programmes covering on-the-job training for permanent employees, and also extending to tailored programmes for graduates, interns, apprentices and high school students, providing a platform for systematic and rapid transfer of knowledge and skills to Kenyans. There are 32 Kenyan interns, graduate trainees and apprentices currently in the Base training programmes. opportunities for technical trades apprentices to gain the necessary practical experience in the workplace. The programmes focus not only on employees, but also on building skills capacity in the broader community. To complement classroom learning, Base has partnered with the Technical University of Mombasa to provide Kenya’s National Industrial Training Authority has recognised the value of Base’s programmes and has requested the Company’s assistance in introducing them as a model for workplace training and development in Kenya. and safety performance demonstrated, in a country with limited mining precedents, to be a significant success of which we are particularly proud. While expatriates represent just 5% of the total in employment, Base is committed to further reducing its expatriate workforce over the coming years, with a succession programme to ensure the transfer of specialist skills to Kenyan nationals. In the past year alone, Base committed a considerable budget of $1.1 million in workforce training and development. This investment reflects the Company’s commitment to skills transfer and development of Kenyan staff, for the benefit of not only Base, but also to help build national capacity to underpin the development of Kenya’s emerging mining sector. RECRUITMENT DISTRIBUTION 1 Dot = 2 Employees Special Mining Lease Fence 1 Fence 2 Fence 3 SHIMBA HILLS MRIMA 10km SUSTAINABILITY IN PRACTICE MTONGWE MOMBASA CHANGAMWE LIKONI NGOMBENI KWALE TIWI UKUNDA MWABUNGU GAZI MSAMBWENI RAMISI KIDIMU 11 INDIAN OCEAN sustainability in practice COMMUNITY ENGAGEMENT AND DEVELOPMENT Base understands that achieving its long-term goals is predicated on building beneficial relationships with the communities in which it operates and establishing a balanced flow of mutual benefit. As communities affected by the Kwale Project play an integral role in the Company’s overall success, Base engages with its local communities in a structured and integrated manner. In this way, the community benefits from a series of sustainable development and livelihood improvement programmes in exchange for a social license, practically manifested in the provision of proud, motivated employees, security, support and a positive reference for future projects. In accordance with Base’s Stakeholder Engagement Plan, the Company has established a number of committees to act as an interface between the business and affected communities. This is an important tool for managing expectations, addressing grievances or concerns, and establishes a mechanism for achieving more participatory and inclusive solutions. These committees also play a major role in identifying community development priorities. The committees are made up of affected stakeholders, community leaders representing women, youth and the disabled, Members of the County Assembly, religious leaders, government and county level lead agencies and administrators. These forums are further supported by several special interest sub- committees, including one representing the host resettlement site at Mrima Bwiti. Through close collaboration with the liaison committees, community priorities have been identified as capacity building, meeting basic needs such as health and education, and establishing physical infrastructure to improve standards of living. In targeting these priorities, Base is engaged in constructing social infrastructure, leading livelihood improvement programmes, introducing commercial agriculture, improving community health, and providing educational opportunities. These programmes are aligned with, and integrated into, the Kwale County Government’s integrated development plan. To date, close to 100 individual projects have been completed, including: • Schools: 20 educational infrastructure projects have been undertaken, including 12 construction of four new institutions and refurbishment or upgrading of the balance. Medical Facilities: Constructed and equipped the Bwiti Dispensary and Magaoni Health Centre. • Water Supply: 12 boreholes sunk and fully equipped. • Commercial Agricultural Trials: In collaboration with external agencies and local farmers, Base has financed and managed successful trials in potato and cotton growing and poultry rearing. The objective of these programmes is to establish new large scale agricultural industries that will provide economic opportunities well beyond the life of mining activities. • School Sports and other programmes: In collaboration with an NGO, Base aims to improve pupils’ performance through building and enhancing life skills using the medium of sport and enjoyment. The programme is running in 22 schools and engaging 15,000 students on a weekly basis. • Community Health: Providing training for community health workers, equipping medical facilities and supporting vaccination and general health campaigns. • Community Groups Training: Base is financing maritime studies training for the Likoni Beach Management Unit and donated a fishing boat. Together with the Dzarino Community Based Training Organisation, Base is running an economic empowerment training programme for community groups to equip them with basic economic skills to assist in initiating business start- ups and entrepreneurial activities. • Scholarships: In partnership with educational NGO’s, Base has provided support for close to 200 students in reaching their full educational potential at both secondary and tertiary levels. The Base approach to, and investment in, community development is having real and felt impacts, and as a consequence, Base enjoys strong community support. BASE RESOURCES LIMITED ANNUAL REPORT 2015 To date, close to 100 individual community projects have been completed SUSTAINABILITY IN PRACTICE 13 ENVIRONMENT Our community development program is being matched by our high standards of environmental management and performance. The Company has implemented a comprehensive environmental management system, and has had no environmental incidents during the year under review. Following the transition to operations, Base has been active in its rehabilitation of construction areas following contractor demobilisation. This has included successful revegetation and the planting of 19,069 indigenous trees. The indigenous nursery Base has established is the largest of its kind in Kenya in terms of both plant numbers and diversity of species with over 43,000 plants across 208 species propagated to date. Work progressed on a number of Base’s programs aimed at improving local biodiversity, and promoting conservation and sustainability, with some notable examples being: ESTABLISHMENT OF A BIODIVERSITY CORRIDOR Base’s commitment to operating in a sustainable and environmentally responsible manner includes improving biodiversity and promoting conservation and sustainability in the region. During the year work continued on the development of a corridor to bridge several remnant patches of indigenous forest within the mining lease to the nearby Gongoni Forest. Over 10,000 of the trees propagated in Base’s indigenous tree nursery, including more than 1,500 of species classified as being of conservation significance, have been planted in the designated corridor. This program aims to restore threatened indigenous tree species otherwise lost to Base’s tailing storage facility and mine footprints. WETLAND RESTORATION A former ephemeral wetland that had remained dry for a number of years prior to 2013 has been successfully restored. After locating project infrastructure so as to avoid encroachment into the area, water flow has been redirected into the former wetland and indigenous sedges and other aquatic vegetation planted. The wetland now provides an ideal habitat for both floral and faunal species of significant conservation importance. Recent amphibian and reptile monitoring found that colonies of the endangered Shimba Hills Reed Frog (Hyperolius rubrovermiculatus) and the Forest Leaf-folding Frog (Afrixalus sylvaticus) have quickly re-established themselves. GIVING THE ENVIRONMENT A SPORTING CHANCE As an extension to the school sports programmes already in place, an environmental awareness programme for school children has been introduced. The programme, reaching some 15,000 children across Kwale County and in Likoni, makes use of internationally recognised environmental days by staging special awareness events. 14 19,069 indigenous trees successful propagated and planted BASE RESOURCES LIMITED ANNUAL REPORT 2015 sustainability in practice corporate and finance KWALE PROJECT DEBT FACILITY In November 2014, Base rescheduled the Kwale Project Debt Facility, realigning the debt facility repayment schedule to reflect the commencement of sales from the Kwale Project to February 2014, from the original expectation of October 2013 at the time the facility was arranged in 2011. As a result, all principal repayments and funding of the debt service reserve account were deferred by six months, with the first principal repayment deferred from December 2014 to June 2015. In addition, Base committed to contribute up to US$15 million in additional liquidity (Liquidity Injection) to the Kwale Project. Base made the first principal repayment of US$11 million in respect of the debt facility in June 2015. Base is currently in the process of seeking to refinance the Kwale Project Debt Facility, which would deliver a repayment profile more appropriate to the cash flow forecast of the Kwale Project. Confirmations of credit approvals have been received from the majority of lenders, with remaining lenders credit approval processes in progress. Completion of the refinancing is subject to the agreement and execution of final terms and documentation. In accordance with the proposed refinancing of the Kwale Project Debt Facility, all tranches of the refinanced facility are to be repaid over a five year period, with repayments likely to commence from December 2015. The currently front ended repayment profile of the existing facility is expected to be replaced with lower initial repayments over the first two years. The Directors are confident the refinancing will be completed and that the lenders will collectively agree to acceptable terms. Under the terms of the existing Kwale Project Debt Facility, “Project Completion” was required to be achieved by 30 September 2015, which, subsequent to year end, has been extended by the Lenders to the earlier of completion of the refinancing or 31 December 2015. Failure to achieve Project Completion by this date would, unless waived or extended further by the Lenders, trigger an event of default under the facility. In June 2015, all operational requirements for achieving Project Completion were successfully passed, including the following physical and economic tests conducted over a continuous 90 day test period: mining production throughput; ore grade and ore reserve reconciliation; concentrator and mineral separation plant throughput; individual product recoveries; product quality against offtake contract requirements; minimum quantities of each product shipped; adequacy of both water and power supply over both the test period and the planned future operation; operational practices meeting international standards, including health and safety; operating unit cost per tonne of ore mined and product produced; and compliance with applicable environmental laws, Equator Principles and permit conditions. Outstanding regulatory and compliance components of Project Completion are proposed to be removed under the refinanced facility. TAURUS FACILITY In December 2014, Base executed a US$20 million unsecured debt facility with one of its major shareholders, Taurus Funds Management, to provide the funds to satisfy the US$15 million Liquidity Injection required under the terms of the Kwale Project Debt Facility reschedule, and provide US$5 million in corporate funding. The facility was drawn down in two tranches during the period under review. KENYAN VAT RECEIVABLE At year end, Base had refund claims totalling approximately US$25 million for VAT paid in Kenya, relating to both the construction of the Kwale Project and the period since operations commenced. These claims are proceeding through the Kenya Revenue Authority (KRA) process, with a number of operational period claims totalling approximately US$4 million settled subsequent to the end of the financial year. Base is continuing to engage with Kenyan Treasury and the KRA, seeking to expedite the remainder of the refund. KWALE COUNTY MINERAL LEVY Base is continuing to work with both the Kwale County Government and the Government of Kenya to have the export levy purported to be imposed by the Kwale County rescinded on the basis that it is unconstitutional. There have been no invoices issued beyond that issued in June 2014, which has not been paid. Base remains comfortable with its legal position and expects the matter will be satisfactorily resolved. TAKEOVER OFFER FOR WORLD TITANIUM RESOURCES LIMITED On 23rd December 2014, Base launched an off-market takeover offer for World Titanium Resources Limited. The offer formally opened on 6th January 2015, and closed on 6th February 2015 with the conditions of the offer not fulfilled. The Company continues to assess suitable acquisition opportunities to drive growth in shareholder value. CORPORATE AND FINANCE 15 marketing, sales and outlook MARKETING AND SALES Base has a number of offtake agreements across each of its three product streams spanning between one and six years of production from Kwale. The agreements are with some of the world’s largest consumers of titanium dioxide minerals and zircon products. The agreements provide offtake security for Kwale, and contain firm minimum annual offtake volumes subject to annual production forecasts by Base. Pricing is derived from prevailing market values, based on agreed price indices or periodic price negotiations. In the past year, Base exported more than 471,000 tonnes of product from Kwale, delivering into all of its offtake agreements as well as making a number of spot sales. The Company appointed Wogen Pacific Ltd as the Company’s exclusive distributor for ilmenite in China at the start of 2015. This has provided Base with options to store ilmenite inside China for internal MINERAL SANDS MARKET OUTLOOK ILMENITE AND RUTILE Ilmenite and rutile are primarily used as feed stock for the production of titanium dioxide pigment, with a small percentage also used in titanium metal and fluxes for welding rods and wire. Pigment makes up over 90% of titanium minerals demand and is the main driver of pricing in the titanium mineral’s industry. Titanium dioxide is the most widely used white pigment because of its non-toxicity, brightness and very high refractive index. It is an essential component of consumer products such as paint, plastics and paper. Global consumption of pigment has maintained a long term average growth rate closely correlated to global GDP or approximately 3% per annum. However, volatility in the global economy in recent years has created significant fluctuations in this growth rate, manifesting in big swings in inventory levels throughout the entire pigment supply chain. Large pigment stocks built through 2011 created a sharp correction in demand for pigment in 2012, with demand decreasing by around 15%. While demand for pigment has grown firmly since 2012 at around 6% per annum, the inventory overhang has taken considerable time to work down and this, together with increasing pigment plant utilisation and production since 2013, has restricted opportunities for pigment price improvement. Pigment demand in 2015 and 2016 is currently expected to grow at a more modest rate of approximately 3%. Pricing outlook will depend on how producers manage their plant utilisation and inventory levels to suit the market conditions, and to what extent Chinese pigment producers maintain their trend of competing for market share outside of China. Prices for ilmenite and rutile will be largely dependent on developments within the pigment market. Ilmenite prices stabilised in the latter half of 2014 with reports of price increases being achieved by Chinese domestic ilmenite producers. However, increased pigment competition through late 2014 and into 2015 saw renewed pressure on ilmenite prices and is likely to see ilmenite prices remain at low levels through until at least the peak demand season in the latter half of 2016. Rutile prices have seen gradual erosion through the 2015 financial year and this pricing pressure is expected to also remain through until at least mid-2016. ZIRCON Zircon has a range of end-uses, the largest of which is ceramic tiles, which accounts for more than 50% of global zircon consumption. Milled zircon distribution and has further assisted service levels, communication and relationships with Chinese customers. Importantly the local warehousing facility in China allows immediate delivery, and in smaller volumes than would otherwise be justified for direct shipping from Kenya. By adopting this strategy, Base is tapping into smaller scale customers not able to commit to large shipment volumes and also allows Base to offer prospective large new customers sample size volumes for testing. This has already paid dividends with two new offtake contracts of one and three year duration being secured with major Chinese customers in 2015. enables ceramic tile manufacturers to achieve brilliant opacity, whiteness and brightness in their products. Zircon’s unique properties include heat and wear resistance, stability, opacity, hardness and strength. These properties mean it is also sought after for other applications such as refractories, foundries and specialty chemicals. Demand growth for zircon is closely linked to growth in global construction and increasing urbanisation in the developing world. After a sharp downturn in 2012, zircon demand has maintained a steady and gradual recovery. Major suppliers of zircon have managed their output to closely reflect market conditions which has resulted in overall zircon stocks being reduced in the supply chain, and zircon prices remaining relatively stable since late 2013. Zircon prices remained flat throughout the 2015 financial year and this trend is expected to continue in the year ahead. An uplift in zircon prices would be dependent on firm economic growth in the major markets of China, USA and Europe, and on a controlled response from major zircon producers in managing their output. 16 BASE RESOURCES LIMITED ANNUAL REPORT 2015 MARKETING, SALES AND OUTLOOK 17 resources and reserves ORE RESERVES Ore Reserves for the Kwale Project at 30 June 2015 compared with 2014 Ore Reserves. The 2015 Kwale Project Ore Reserves is a total of 110.4Mt @ 5.0 per cent HM and 26 per cent slimes containing 5.54Mt of HM and is quoted as at 30 June 2015. The 2015 Kwale Ore Reserves incorporate mining depletion during year, the updated Mineral Resources model compliant with the JORC Code (2012 edition) as announced on 14 October 2014, updated technical studies required for the Kwale Ore Reserves to comply with the JORC Code (2012 edition) and production experience gained from operations. The Central Dune Ore Reserves at 30 June 2015 decreased by 16.8Mt of ore and 0.80Mt of in situ HM, due to mining depletion during the year of 9.5Mt of ore containing 0.84Mt of in situ HM and the difference due to the other changes discussed above. Whilst mining has not yet commenced on this deposit, South Dune Ore Reserves at 30 June 2015 decreased by 8.9Mt of ore and 0.17Mt of in situ HM due to the changes discussed above. MINERAL RESOURCES The 2015 Kwale Project Mineral Resource is a total of 143.0Mt @ 4.4 per cent HM and 26 per cent slimes containing 6.41Mt HM and is quoted as at 30 June 2015. The Central Dune Mineral Resources at 30 June 2015 are 69.4Mt @ 5.4% HM, decreased due to mining depletion during the year of 9.7Mt of ore containing 0.84Mt of in situ HM. The South Dune Mineral Resources at 30 June 2015 are unchanged from the June 2014 Mineral Resource estimate. The June 2015 Mineral Resource estimate has decreased overall by 6% for material tonnes and by 12% for HM tonnes when compared with the previous 2014 Mineral Resource estimate. 2015 2014 ORE IN SITU HM HM SL OS HM ASSEMBLAGE ORE HM SL OS HM ASSEMBLAGE IN SITU HM CATEGORY (MT) (MT) (%) (%) (%) ILM (%) RUT (%) ZIR (%) CENTRAL DUNE (MT) (MT) (%) (%) (%) ILM (%) RUT (%) ZIR (%) PROVED 48.3 3.21 6.6 24 0 56 13 PROBABLE 5.8 0.18 3.2 28 2 52 13 TOTAL 54.2 3.39 6.2 25 1 56 13 6 6 6 42.6 2.94 6.9 24 0 56 13 28.4 1.28 4.5 24 1 54 14 71.0 4.19 5.9 24 1 56 13 SOUTH DUNE PROVED 46.7 1.80 3.9 28 3 49 14 PROBABLE 9.5 0.35 3.7 25 3 49 13 TOTAL 56.2 2.15 3.8 27 3 49 14 6 6 6 39.9 1.47 3.7 27 2 51 14 25.2 0.85 3.4 29 5 42 12 65.1 2.32 3.6 28 3 48 13 TOTAL ORE RESERVES PROVED 95.0 5.01 5.3 26 2 54 13 PROBABLE 15.4 0.54 3.4 26 3 50 13 6 6 82.5 4.41 5.3 25 1 54 14 53.6 2.13 4.0 27 3 48 13 TOTAL 110.4 5.54 5.0 26 2 54 13 6 136.1 6.51 4.8 26 2 52 13 6 6 6 6 5 6 6 5 6 Mineral Resource estimate for the Kwale Project at 30 June 2015 compared with 2014 Mineral Resource estimate. 2015 2014 ORE IN SITU HM HM SL OS HM ASSEMBLAGE ORE HM SL OS HM ASSEMBLAGE IN SITU HM CATEGORY (MT) (MT) (%) (%) (%) ILM (%) RUT (%) ZIR (%) CENTRAL DUNE (MT) (MT) (%) (%) (%) ILM (%) RUT (%) ZIR (%) MEASURED 54.5 3.37 6.2 25 0 55 14 INDICATED 15.0 0.41 2.7 29 2 52 13 TOTAL 69.4 3.78 5.4 26 1 54 13 6 6 6 63.6 4.20 6.6 25 0 55 14 15.6 0.42 2.7 29 2 52 13 79.1 4.62 5.8 26 1 54 13 SOUTH DUNE MEASURED 60.3 2.18 3.6 28 4 46 13 INDICATED 13.3 0.45 3.4 26 4 47 13 TOTAL 73.6 2.63 3.6 27 4 46 13 6 6 6 60.3 2.18 3.6 28 4 46 13 13.3 0.45 3.4 26 4 47 13 73.6 2.63 3.6 27 4 46 13 TOTAL ORE RESERVES MEASURED 114.8 5.55 4.9 26 2 51 13 6 123.9 6.38 5.2 26 2 51 13 INDICATED 28.3 0.86 3.0 27 3 50 13 6 28.9 0.87 3.0 27 3 50 13 TOTAL 143.0 6.41 4.4 26 3 51 13 6 152.7 7.25 4.7 26 3 51 13 6 6 6 6 6 6 6 6 6 18 BASE RESOURCES LIMITED ANNUAL REPORT 2015 MINERAL RESOURCES AND ORE RESERVE GOVERNANCE A summary of the governance and internal controls applicable to Base’s Mineral Resources and Ore Reserves processes are as follows: ORE RESERVES • Review of potential mining MINERAL RESOURCES • Review and validation of drilling and sampling methodology and data spacing, geological logging, data collection and storage, sampling and analytical quality control. • Geological interpretation – review of known and interpreted structure, lithology and weathering controls. • Estimation methodology – relevant to mineralisation style and proposed mining methodology. • Comparison of estimation results with previous mineral resource models, and with results using alternate modelling methodologies. • Visual validation of block model against raw composite data. • Use of external Competent Persons to assist in the preparation of JORC Mineral Resources updates. COMPETENT PERSON STATEMENT ORE RESERVES The information in this report that relates to 2015 Kwale Central Dune Ore Reserve is based on information compiled by Mr. Scott Carruthers. The information in this report that relates to 2015 Kwale South Dune Ore Reserve is based on information compiled by Mr. Per Scrimshaw and Mr. Scott Carruthers. Mr. Scrimshaw and Mr. Carruthers are both Members of The Australasian Institute of Mining and Metallurgy. Mr. Scrimshaw is employed by Entech, a mining consultancy engaged by Base to prepare Ore Reserve estimation for the Kwale Project. Mr. Carruthers is employed by Base. Mr. Scrimshaw and Mr. Carruthers have sufficient experience that is relevant to the style of mineralisation and type of deposits under consideration and to the activity which they are undertaking to qualify methodology to suit deposit and mineralisation characteristics. • Review of potential Modifying Factors, including cost assumptions and commodity prices to be utilised in mining evaluation. Ore Reserve updates intimated with material changes in the above assumptions. • Optimisation using appropriate software packages for open pit evaluation. • Design based on optimisation results. • Use of external Competent Persons to assist in the preparation of JORC Ore Reserves updates. as a Competent Person as defined in the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code). Mr. Scrimshaw and Mr. Carruthers consent to the inclusion in this report of the matters based on their information in the form and context in which it appears. MINERAL RESOURCES The information in this report that relates to Mineral Resources are based on information compiled by Mr. Greg Jones and Mr. Scott Carruthers who are Members of The Australasian Institute of Mining and Metallurgy. Mr. Jones is the Principal for GNJ Consulting and has been retained by Base to conduct Mineral Resource estimation for the Kwale Project. Mr. Carruthers is employed by Base. Mr. Jones and Mr. Carruthers have sufficient experience that is relevant to the style of mineralisation and type of deposits under consideration and to the activity which they are undertaking to qualify as Competent Persons as defined in the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code). Mr. Jones and Mr. Carruthers consent to the inclusion in this report of the matters based on their information in the form and context in which it appears. RESOURCES AND RESERVES 19 corporate directory DIRECTORS Mr Keith Spence NON-EXECUTIVE CHAIRMAN Mr Tim Carstens MANAGING DIRECTOR Mr Colin Bwye EXECUTIVE DIRECTOR Mr Samuel Willis NON-EXECUTIVE DIRECTOR Mr Michael Anderson NON-EXECUTIVE DIRECTOR Mr Malcolm Macpherson NON-EXECUTIVE DIRECTOR Mr Mike Stirzaker NON-EXECUTIVE DIRECTOR COMPANY SECRETARY Mr Chadwick Poletti PRINCIPAL PLACE OF BUSINESS AND REGISTERED OFFICE Level 1 50 Kings Park Road West Perth WA 6005 CONTACT DETAILS Website www.baseresources.com.au Email info@baseresources.com.au Phone + 61 (8) 9413 7400 Fax + 61 (8) 9322 8912 SOLICITORS Ashurst Level 32, Exchange Tower 2 The Esplanade Perth WA 6000 AUDITORS KPMG 235 St Georges Terrace Perth WA 6000 SHARE REGISTRY ASX Computershare Investor Services Pty Limited Level 11, 172 St Georges Terrace Perth WA 6000 Enquiries 1300 850 505 (within Australia) +61 (3) 9415 4000 (outside Australia) Website www.investorcentre.com AIM Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZZ Enquiries +44 (0) 870 702 0003 Website www.computershare.co.uk NOMINATED ADVISOR RFC Ambrian Limited QV1 Building 250 St Georges Terrace Perth WA 6000 BROKER RFC Ambrian Limited Condor House 10 St Paul’s Churchyard London EC4M 8AL 20 BASE RESOURCES LIMITED ANNUAL REPORT 2015 CONSOLIDATED FINANCIAL STATEMENTS DIRECTORS’ REPORT REMUNERATION REPORT CORPORATE GOVERNANCE LEAD AUDITOR’S INDEPENDENCE DECLARATION CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED STATEMENT OF CHANGES IN EQUITY CONSOLIDATED STATEMENT OF CASH FLOWS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DIRECTORS’ DECLARATION INDEPENDENT AUDITOR’S REPORT ADDITIONAL SHAREHOLDER INFORMATION 22 30 47 56 57 58 59 60 61 86 87 89 CONSOLIDATED FINANCIAL STATEMENTS 21 directors’ report Your directors present their report, together with the financial statements of the Group, being the Company, Base Resources Limited, and its controlled entities for the financial year ended 30 June 2015. DIRECTORS The names of the directors in office at any time during or since the end of the year are: Mr Andrew King – retired 19 May 2015 Mr Keith Spence – appointed 20 February 2015 Mr Tim Carstens Mr Colin Bwye Mr Samuel Willis Mr Michael Anderson Mr Malcolm Macpherson Mr Trevor Schultz – retired 19 November 2014 Mr Mike Stirzaker – appointed 19 November 2014 Directors have been in office since the start of the financial year to the date of this report unless otherwise indicated. COMPANY SECRETARY The following person held the position of company secretary at the end of the financial year: Mr Chadwick Poletti PRINCIPAL ACTIVITIES AND SIGNIFICANT CHANGES IN NATURE OF ACTIVITIES The principal activity of the Group during the financial year was the operation of the Kwale Mineral Sands Project in Kenya. There were no significant changes in the nature of the Group’s principal activities during the year. OPERATING RESULTS The loss of the Group after providing for income tax amounted to $16,038,746 (2014: $14,069,196). DIVIDENDS PAID OR RECOMMENDED There were no dividends paid or declared for payment during the financial year. Central Dune deposit for the first seven years of the operation, before transitioning to the South Dune for the remainder of the mine life. REVIEW OF OPERATIONS Base operates the 100% owned Kwale Mineral Sands Project in Kenya, which commenced production in late 2013. Kwale is located 10 kilometres inland from the Kenyan coast and 50 kilometres south of Mombasa, the principal port facility for East Africa. Kwale Operations is based on a mine life of 11 years, and features a high grade ore body with a high value mineral assemblage, comprised of the Central Dune and South Dune deposits. In October 2013, mining commenced at the higher-grade Central Dune deposit. The mining operations at Kwale are based on a conventional dozer trap mining unit (DMU), using Caterpillar D11T dozers to feed the DMU. The DMU is a cost effective method of mining, which is particularly well suited to the type of ore at Kwale. In the year under review, mining rates have been sustained at the targeted design rates for this phase of the operation. Mining activity continued in the high grade regions of the Central Dune, closest to the processing plant, with ore grades averaging 8.6% heavy mineral (HM) for the year. Mining activities will remain focussed on the Kwale is designed to mine and process ore to recover three separate products – ilmenite, rutile and zircon. Ore is received at the wet concentrator plant (WCP) from the DMU via a slurry pipeline. The WCP removes slimes at a particle size less than 45μm, concentrates the valuable heavy minerals (ilmenite, rutile and zircon) and rejects most of the non-valuable, lighter gangue minerals. The heavy mineral concentrate (HMC), containing 90% heavy minerals, is then processed in the mineral separation plant (MSP). The MSP cleans and separates the ilmenite, rutile and zircon minerals and removes any remaining gangue. After consistently achieving design availability and throughput rates in the WCP, the focus shifted to debottlenecking the WCP. The resultant enhancements have enabled higher throughput to be sustained, producing a marked increase in HMC production in the second half of the year, with 412,447 tonnes of the annual HMC production of 752,063 tonnes achieved in this period. HMC production capability now exceeds design, allowing for the building of a HMC inventory to mitigate risk and optimise production. SUMMARY PHYSICAL DATA Ore mined (tonnes) HM% Heavy mineral concentrate produced (tonnes) Heavy mineral concentrate consumed (tonnes) Production (tonnes) Ilmenite Rutile Zircon Sales (tonnes) Ilmenite Rutile Zircon 2015 2014 9,146,102 4,532,154 8.61% 752,063 658,816 7.01% 296,750 273,378 427,655 165,352 71,537 22,416 24,216 4,486 373,046 138,829 76,801 21,287 14,005 2,704 22 BASE RESOURCES LIMITED ANNUAL REPORT 2015 During the year, 658,816 tonnes of HMC was fed into the MSP to produce 427,655 tonnes of ilmenite, 71,537 tonnes of rutile and 22,416 tonnes of zircon. With the consistent achievement of design availabilities in the MSP, the focus has been firmly on driving product recovery and throughput increases in the past year. During the June quarter, an average MSP feed rate of 82tph was achieved, exceeding design levels of 80tph, and is expected to improve into the 2016 financial year, from further modifications underway. Rutile production was ahead of planned ramp-up and approaching the design target of 80,000 tonnes per annum by year end. Rutile production for the June quarter was 19,499 tonnes, achieving average MSP recoveries of 96%, just short of the design target of 97%. Of this rutile production, 429 tonnes was attributable to the implementation of a programme to retreat an accumulated rutile oversize reject stockpile, which will continue into the early part of the next financial year. Further modest improvements in rutile recovery are anticipated from planned modifications to be progressively completed over the remainder of 2015 calendar year. Ilmenite production continues at well above design capacity. With some altered ilmenite species that are not defined as “ilmenite” in the Resource being recovered to ilmenite production, ilmenite recoveries (or yields) of over 100% are now consistently being achieved. Zircon production improved steadily throughout the year, in line with the planned ramp-up to design capacity, achieving average MSP recoveries of 62% in the last quarter. Upgrades to the wet zircon pumping systems, planned for later in 2015, are intended to increase MSP zircon recoveries by providing greater flow control and flexibility. Further improvements to primary magnet separation capacity and efficiencies are planned during the course of 2015, which, along with on-going optimisation work, is expected to further improve zircon recovery towards design levels of 78%. Bulk loading at Base’s Likoni port facility continued to perform well, dispatching more than 430,000 tonnes during the year. Containerised shipments of rutile and zircon proceeded according to plan from the nearby Mombasa container port. MARKETING AND SALES Base has a number of offtake agreements across each of its three product streams spanning between one and six years of production from Kwale. The agreements are with some of the world’s largest consumers of titanium dioxide minerals and zircon products, including a cornerstone agreement with Chemours (formerly DuPont Titanium Technologies). The agreements provide offtake security for Kwale, and contain firm minimum annual offtake volumes subject to annual production forecasts by Base. Pricing is derived from prevailing market values, based on agreed price indices or periodic price negotiations. In the past year, Base exported more than 471,000 tonnes of product from Kwale, delivering into all of its offtake agreements as well as making a number of spot sales. The Company appointed Wogen Pacific Ltd as its exclusive distributor for ilmenite in China at the start of 2015. This has provided Base with options to store ilmenite in China for internal distribution and has further assisted service levels, communication and relationships with Chinese customers. Importantly the local warehousing facility in China allows immediate delivery, and in smaller volumes than would otherwise be justified for shipping from Kenya. By adopting this strategy, Base is tapping into smaller scale customers not able to commit to large shipment volumes and also able to offer prospective large new customers sample size volumes for testing. This has already paid dividends with two new offtake contracts of one and three year duration being secured with major Chinese customers in 2015. MARKET OUTLOOK Ilmenite and rutile are primarily used as feed stock for the production of titanium dioxide pigment, with a small percentage also used in titanium metal and fluxes for welding rods and wire. Pigment makes up over 90% of titanium minerals demand and is the main driver of pricing in the titanium mineral’s industry. Titanium dioxide is the most widely used white pigment because of its non-toxicity, brightness and very high refractive index. It is an essential component of consumer products such as paint, plastics and paper. Global consumption of pigment has maintained a long term average growth rate closely correlated to global GDP or approximately 3% per annum. However, volatility in the global economy in recent years has created significant fluctuations in this growth rate, manifesting in big swings in inventory levels throughout the entire pigment supply chain. Large pigment stocks built through 2011 created a sharp correction in demand for pigment in 2012, with demand decreasing by around 15%. While demand for pigment has grown firmly since 2012 at around 6% per annum, the inventory overhang has taken considerable time to work down and this, together with increasing pigment plant utilisation and production since 2013, has restricted opportunities for pigment price improvement. Pigment demand in 2015 and 2016 is currently expected to grow at a more modest rate of approximately 3%. Pricing outlook will depend on how producers manage their plant utilisation and inventory levels to suit the market conditions, and to what extent Chinese pigment producers maintain their trend of competing for market share outside of China. 23 CONSOLIDATED FINANCIAL STATEMENTS directors’ report Prices for ilmenite and rutile are expected to be largely dependent on developments within the pigment market. Ilmenite prices stabilised in the latter half of 2014 with reports of price increase being achieved by Chinese domestic ilmenite producers. However, increased pigment competition through late 2014 and into 2015 saw renewed pressure on ilmenite prices and is likely to see ilmenite prices remain at low levels through until at least the peak demand season in mid-2016. Rutile prices have seen gradual erosion through the 2015 financial year and this pricing pressure is expected to also remain through until at least mid-2016. Zircon has a range of end-uses, the largest of which is ceramic tiles, which accounts for more than 50% of global zircon consumption. Milled zircon enables ceramic tile manufacturers to achieve brilliant opacity, whiteness and brightness in their products. Zircon’s unique properties include heat and wear resistance, stability, opacity, hardness and strength. These properties mean it is also sought after for other applications such as refractories, foundries and specialty chemicals. Demand growth for zircon is closely linked to growth in global construction and increasing urbanisation in the developing world. After a sharp downturn in 2012, zircon demand has maintained a steady and gradual recovery. Major suppliers of zircon have managed their output to closely reflect market conditions which has resulted in overall zircon stocks being reduced in the supply chain, and zircon prices remaining relatively stable since late 2013. Zircon prices remained flat throughout the 2015 financial year and this trend is expected to continue in the year ahead. An uplift in zircon prices would be dependent on firm economic growth in the major markets of China, USA and Europe, and on a controlled response from major zircon producers in managing their output. REVIEW OF FINANCIAL PERFORMANCE 2015 2014 KWALE OPERATIONS OTHER OPERATIONS $000s $000s Sales Revenue 145,501 Cost of goods sold excluding depreciation & amortisation: Operating costs Changes in inventories of concentrate and finished product Royalties expense Total cost of goods sold (i) Corporate & external affairs Community development Selling & distribution costs Other income / (expenses) EBITDA (i) (64,684) 1,903 (10,470) (73,251) (3,473) (3,945) (1,415) (805) 62,612 Depreciation & amortisation (36,771) - - - - - (7,359) - (976) 543 (7,792) (4,703) EBIT (i) 25,841 (12,495) KWALE OPERATIONS OTHER OPERATIONS TOTAL $000s 145,501 $000s 29,115 (64,684) (15,521) 1,903 (10,470) (73,251) (10,832) (3,945) (2,391) (262) 54,820 (41,474) 13,346 755 (1,875) (16,641) (2,636) (2,298) - (448) 7,092 (7,862) (770) (4,397) (94) $000s - - - - - (6,070) - (738) (813) (7,621) (1,170) (8,791) (18) - TOTAL $000s 29,115 (15,521) 755 (1,875) (16,641) (8,706) (2,298) (738) (1,261) (529) (9,032) (9,561) (4,415) (94) Net financing expenses (26,825) (2,480) (29,305) (80) - (80) Income tax expense NPAT (i) (1,064) (14,975) (16,039) (5,261) (8,809) (14,070) (i) Base Resources’ financial results are reported under International Financial Reporting Standards (IFRS). These Financial Statements include certain non-IFRS measures including EBITDA, EBIT and NPAT. These measures are presented to enable understanding of the underlying performance of the Group and have not been audited. 24 BASE RESOURCES LIMITED ANNUAL REPORT 2015 Base recorded a loss after tax of $16.0 million for the year ended 30 June 2015, compared with $14.1 million in 2014. Due to the Kwale Operations commencing commercial production in April 2014, the operating results for the 2014 financial year include only three months of production and sales. Like for like comparisons of operating results between the 2014 and 2015 financial years are not applicable and have therefore not been included in the discussion below. Sales revenue was $145.5 million for 2015, achieving an average sale price of product sold (rutile, ilmenite and zircon) of A$309 per tonne (US$256 per tonne). Total cost of goods sold was $73.3 million for 2015, at an average cost of $155 per tonne (US130 per tonne) of product sold. Operating costs per tonne produced for 2015 was $124 per tonne (US$103 per tonne). With an achieved revenue to cost of sales ratio of 2:1, Base is well positioned in the upper quarter of mineral sands industry producers. With further production upside as rutile and zircon ramp-up to achieve their design production targets in 2016, this should see production costs per tonne drop and revenue per tonne increase as the proportion of high value products (rutile and zircon) increases in the sales mix. The high value mineral assemblage and low cost of production of the Kwale Operations has delivered a Kwale Operations EBITDA of $62.6 million and a Group EBITDA of $54.8 million for 2015. A net loss after tax of $1.1 million was recorded by Kwale Operations and $16.0 million for the Group. Loss per share for the Group was 2.85 cents. Cash flow from operations was $38.2 million for 2015, lower than Group EBITDA due to the increase in working capital requirements of $16.7 million, predominately driven by an increase in trade receivables of $14.9 million during the period, associated with increased sales volumes. In November 2014, the Company rescheduled the Kwale Project Debt Facility, realigning the debt facility repayment schedule to reflect the commencement of sales from the Kwale Project to February 2014, from the original expectation of October 2013 at the time the facility was arranged in 2011. As a result, all principal repayments and funding of the debt service reserve account were deferred by six months, with the first principal repayment deferred from December 2014 to June 2015. In addition, Base committed to contribute up to US$15 million in additional liquidity (“Liquidity Injection”) to the Kwale Project. Base made the first principal repayment of US$11 million in respect of the debt facility in June 2015. In December 2014, Base executed a US$20 million unsecured debt facility with one of its major shareholders, Taurus Funds Management, to provide the funds to satisfy the US$15 million Liquidity Injection required under the terms of the Kwale Project Debt Facility reschedule, and US$5 million in corporate funding. The facility was drawn down in two tranches during 2015. Total debt at 30 June 2015 was $292.6 million (US$224 million) compared with $232.5 million (US$215 million) at 30 June 2014. Aside from the movements discussed above, the increase in the Australian dollar denominated value of debt has been driven by the fluctuations in the US dollar exchange rates. Base is currently in the process of seeking to refinance the Kwale Project Debt Facility, which would deliver a repayment profile more appropriate to the cash flow forecast of the Kwale Project. Confirmations of credit approval have been received from the majority of lenders, with remaining lenders credit approval processes in progress. Completion of the refinancing is subject to the agreement and execution of final terms and documentation. In accordance with the proposed refinancing of the Kwale Project Debt Facility, all tranches of the refinanced facility are to be repaid over a five year period, with repayments likely to commence from December 2015. The current repayment profile of the existing facility is expected to be replaced with lower initial repayments over the first two years. The Directors are confident the refinancing will be completed and that the lenders will collectively agree to acceptable terms. SIGNIFICANT CHANGES IN STATE OF AFFAIRS The significant changes in the state of affairs of the Group during the year and to the date of this report were: a. Operational components of Project Completion successfully passed for Kwale Project Debt Facility; b. Execution and drawdown of US$20 million in debt financing through Taurus Facility. There were no other significant changes in the state of affairs of the Group during the financial period. AFTER BALANCE DATE EVENTS There have been no significant after balance date events at the date of this report. FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES The Group’s strategy is to continue operation of the Kwale Mineral Sands Mine whilst continuing to pursue growth opportunities. ENVIRONMENTAL ISSUES National Greenhouse and Energy Reporting Act (NGER) legislation was considered and determined not to be applicable to the Group at the current stage. 25 CONSOLIDATED FINANCIAL STATEMENTS directors’ report INFORMATION ON DIRECTORS Mr Keith Spence NON-EXECUTIVE CHAIRMAN roles in gold, iron ore, coal and base metals, he holds qualifications in accounting and financial management. Qualifications: BSc (Geophysics) (Hons) Appointed: 20 February 2015 (Appointed as Non-Executive Chairman on 19 May 2015) Experience: Mr Spence has over 30 years of experience in the oil & gas industry with Shell and Woodside. He retired from Woodside in 2008 after 14 years in senior executive roles including Chief Operating Officer and acting Chief Executive. Mr Spence is currently Non-Executive Chairman of Geodynamics Limited as well as a Non-Executive Director of Oil Search Limited and Independence Group NL. Mr Spence was also Chairman of Clough Limited before its acquisition in late 2013. Interests in shares and options: Nil Other current public company directorships: Geodynamics Limited (since 2008), Independence Group NL (since 2014) and Oil Search Limited (since 2012) Past public company directorships held over the last three years: Clough Limited (resigned 2013) Mr Andrew King NON-EXECUTIVE CHAIRMAN Qualifications: DipMinEng, GradCertAcc&FinMgt, MAusIMM, MIEAust, MAICD Appointed: 28 May 2008 (Resigned as Non-Executive Chairman on 19 May 2015) Experience: A mining engineer with over 35 years’ experience in the mineral resources industry, Mr King brings to Base Resources a considerable depth of knowledge and expertise in technical disciplines as well as in the successful establishment of new companies including Goldstar Resources NL and Alcyone Resources Limited. In addition to experience covering corporate, strategic and operational Interests in shares and options: 820,000 ordinary shares and options to acquire a further 800,000 ordinary shares. Current public company directorships: None Past public company directorships held over the last three years: Alcyone Resources Limited (resigned 2013) Mr Tim Carstens MANAGING DIRECTOR Qualifications: BCom, ACA Appointed: 5 May 2008 Experience: Mr Carstens brings a diverse and substantial skill set to the development of Base Resources, having previously held senior executive roles with Perilya Limited, North Limited, Robe River Iron Associates, Iron Ore Company of Canada and St Barbara Mines Limited in operations, strategy, corporate development and finance, both in Australia and overseas. A chartered accountant by profession, he has successfully managed all aspects of business strategy development and implementation, acquisitions and divestments, debt and equity financing, organisational development and operational performance. Interests in shares and options: 1,228,522 ordinary shares and options to acquire a further 5,000,000 ordinary shares. Past public company directorships held over the last three years: None Mr Colin Bwye EXECUTIVE DIRECTOR – OPERATIONS & DEVELOPMENT Qualifications: BEng(Hons) Appointed: 12 July 2010 Experience: Mr Bwye has over 20 years’ experience in the mineral sands sector, having commenced his professional career with RGC Mineral Sands (since consolidated into Iluka Resources) as a plant metallurgist in 1988. Most recently he was Managing Director of Western Australian mineral sands producer, Doral Mineral Industries Limited, a subsidiary of Iwatani Corporation of Japan. Mr Bwye has an extensive knowledge of all aspects of the mineral sands industry, including downstream processing and marketing of mineral sands products and he has also been integral in bringing a number of development projects into production. He was born in Kenya and lived there prior to migrating to Australia in 1987 and so brings a deep understanding of the country and its culture. Interests in shares and options: 1,838,739 ordinary shares and options to acquire a further 8,600,000 ordinary shares. Past public company directorships held over the last three years: None Mr Samuel Willis NON-EXECUTIVE DIRECTOR Qualifications: BCom Appointed: 23 May 2007 Experience: Mr Willis is an experienced company director in the resources and energy sectors and is currently a Non-Executive Director of oil and gas explorer New Standard Energy Limited after having served as Managing Director for 7 years. Mr Willis provides Base Resources with in excess of 15 years’ experience and expertise in capital markets, corporate finance and executive board involvement with emerging small and mid-cap companies. Interests in shares and options: 200,000 ordinary shares and options to acquire a further 600,000 ordinary shares. Other current public company directorships: New Standard Energy Limited (since 2008) and Elixir Petroleum Limited (since 2013) Past public company directorships held over the last three years: None 26 BASE RESOURCES LIMITED ANNUAL REPORT 2015 Past public company directorships held over the last three years: Nil Mr Malcolm Macpherson NON-EXECUTIVE DIRECTOR Qualifications: B.Sc. FAusIMM, FAICD, FTSE Appointed: 25 July 2013 Experience: Mr Macpherson is an accomplished business leader, with decades of experience in the global mining industry at executive management and board level. Mr Macpherson spent 25 years from 1974 at Iluka Resources Limited, the world’s largest mineral sands company, rising from mine manager to Managing Director and Chief Executive Officer. He has previously held the position of Chairman with Azumah Resources Limited and Western Power Corporation and been a director of Portman Mining Limited and Minara Resources Limited. Mr Macpherson has also been the Senior Vice President of the Minerals Council of Australia, President of the Western Australian Chamber of Minerals & Energy, and a member of the Senate at Murdoch University. Interests in shares and options: Nil Other current public company directorships: Nil Past public company directorships held over the last three years: Pluton Resources Limited (Chairman) (resigned 2013), Titanium Corporation Inc (resigned 2014), and Bathurst Resources (New Zealand) Limited (resigned 2015). Mr Michael Anderson NON-EXECUTIVE DIRECTOR Qualifications: BSc (Hons), PhD Appointed: 28 November 2011 Experience: Mr Anderson has over 20 years’ industry experience, largely in southern Africa and Australia. His career commenced as a geologist with Anglo American, followed by roles in the metallurgical and engineering industries with Mintek, Bateman and Kellogg Brown & Root. He subsequently held senior management positions including Corporate Development Manager at Gallery Gold Limited, and most recently as Managing Director at Exco Resources Limited, where he oversaw the successful development of the White Dam Gold Project, and the sale of the Company’s Cloncurry Copper Project to Xstrata. He joined Taurus Funds Management as a Director in August 2011. Interests in shares and options: Nil Other current public company directorships: Hot Chili Limited (since 2011) Past public company directorships held over the last three years: Ampella Mining Limited (resigned 2014) and PMI Gold Limited (resigned 2014) Mr Trevor Schultz NON-EXECUTIVE DIRECTOR Qualifications: M.A (ECON), M.Sc (Min Eng) Appointed: 28 November 2011 (resigned as Non-Executive Director on 19 November 2014) Experience: Mr Schultz has over 40 years’ experience at the executive management and board level with leading international mining companies, including BHP, RTZ/CRA, Pegasus Gold and Ashanti Goldfields. His roles have included the development of several new mining operations in Africa, South America and the U.S.A., negotiations with various governments and their agencies and project financing and capital raisings. Mr Schultz has extensive experience operating in Africa and is currently a Non-Executive Director of Centamin Egypt Limited, having previously held the role of Executive Director of Operations where he had responsibility for the development and expansion of the Sukari Gold Mine in the eastern desert of Egypt. Mr Schultz has a Masters Degree in Economics from Cambridge University, a Master of Science Degree in Mining from the Witwatersrand University and he completed the Advanced Management Programme at Harvard University. Interests in shares and options: Nil Other current public company directorships: Centamin Egypt Limited (since 2014) Past public company directorships held over the last three years: Base Resources Limited Mr Michael Stirzaker NON-EXECUTIVE DIRECTOR Qualifications: BCom, CA (Aust.) Appointed: 19 November 2014 (previously acting as an alternate since November 2011) Experience: Mr Stirzaker has over 30 years’ commercial experience, mainly in mining finance and mining investment. He began his career in Sydney as a Chartered Accountant with KPMG, having obtained a B.Com from the University of Cape Town. He moved into investment banking with Wardley James Capel (part of the HSBC Group) and then Kleinwort Benson Limited in London. From 1993 to 2007 he was part of the natural resource advisory and investment firm, RFC Group Limited, where he became Joint Managing Director. He has also been a shareholder and Director of Tennant Metals Pty. Limited, a privately owned physical metal trader and investor, and was the Finance Director of Finders Resources Limited, an ASX listed company with copper & gold projects in Indonesia. In 2010, Mr Stirzaker joined the private equity mining fund manager, Pacific Road Capital Management Pty Limited as an Executive Director. Interests in shares and options: Nil 27 CONSOLIDATED FINANCIAL STATEMENTS directors’ report MEETINGS OF DIRECTORS The number of meetings of Directors (including meetings of committees of Directors) held during the year and the number of meetings attended by each Director was as shown in the table below: DIRECTORS’ MEETINGS AUDIT COMMITTEE REMUNERATION COMMITTEE NOMINATIONS COMMITTEE NUMBER OF MEETINGS HELD WHILE A DIRECTOR NUMBER OF MEETINGS ATTENDED NUMBER OF MEETINGS HELD WHILE A COMMITTEE MEMBER NUMBER OF MEETINGS HELD WHILE A COMMITTEE MEMBER NUMBER OF MEETINGS HELD WHILE A COMMITTEE MEMBER NUMBER OF MEETINGS ATTENDED NUMBER OF MEETINGS ATTENDED NUMBER OF MEETINGS ATTENDED Andrew King (i) Keith Spence (ii) Tim Carstens Colin Bwye Samuel Willis Michael Anderson Malcolm Macpherson Trevor Schultz (iii) Michael Stirzaker (iv) 12 5 13 13 13 13 13 6 8 12 5 13 13 11 13 13 6 8 (i) Retired 19 May 2015 (ii) Appointed 20 February 2015 2 - - - 2 2 2 - - 2 - - - 2 2 2 - - 5 1 - - 6 - 6 4 6 5 1 - - 6 - 6 - 6 - - 1 - - 1 1 - 1 - - 1 - - 1 1 - 1 (iii) Retired 19 November 2014. Mr Schultz was represented by his alternate at meetings where he was unable to attend (iv) Appointed 19 November 2014, prior to which he acted as alternate for Mr Schultz INDEMNIFYING OFFICERS During or since the end of the financial year, the Company has given an indemnity or entered into an agreement to indemnify, or paid or agreed to pay insurance premiums as follows: The Company has paid premiums to insure all of the directors and officers against liabilities for costs and expenses incurred by them in defending legal proceedings arising from their conduct while acting in the capacity of director of the Company, other than conduct involving a wilful breach of duty in relation to the Company. The policies prohibit disclosure of details of the policies or the premiums paid. 28 BASE RESOURCES LIMITED ANNUAL REPORT 2015 OPTIONS At the date of this report, the unissued ordinary shares of Base Resources Limited under option are as follows: GRANT DATE 9 July 2010 9 July 2010 30 July 2010 23 December 2014 19 June 2015 DATE OF EXPIRY 9 January 2016 9 January 2016 30 July 2015 31 December 2018 31 December 2018 EXERCISE PRICE NUMBER UNDER OPTION $0.25 $0.09 $0.25 $0.40 $0.40 8,500,000 7,100,000 1,000,000 30,712,531 30,712,530 78,025,061 Option holders do not have any rights to participate in any issues of shares or other interests in the Company or any other entity. For details of options issued to directors and executives as remuneration, refer to the Remuneration Report. 1,000,000 options were issued to RFC Corporate Finance on 30 July 2010 for services provided in connection with the acquisition of the Kwale Mineral Sands Project. Refer to note 22 for further details. 61,425,061 options were issued to Taurus Funds Management in accordance with the terms of the Taurus Facility, with half issued on execution and half on facility drawdown in June 2015. Refer to note 22 for further details. SHARES ISSUED SINCE THE END OF THE FINANCIAL YEAR No shares in Base Resources Limited have been issued since year end and no amounts are unpaid on any of the issued shares. PROCEEDINGS ON BEHALF OF COMPANY No person has applied for leave of a Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. The Company was not a party to any such proceedings during the year. NON-AUDIT SERVICES The Board of Directors is satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the services disclosed below did not compromise the external auditor’s independence for the following reasons: • The nature of the services provided do not compromise the general principles relating to auditor independence in accordance with APES 110: Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board. The following fees were paid or payable to external auditors for non-audit services provided during the year ended 30 June 2015: Taxation services Other services 2015 $ 282,030 10,000 2014 $ 193,209 - AUDITOR’S INDEPENDENCE DECLARATION The lead auditor’s independence declaration for the year ended 30 June 2015 has been received and can be found on page 56 of the Annual Report. ROUNDING The Group is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with that Class Order, amounts in the financial report and directors’ report have been rounded to the nearest thousand dollars, unless otherwise stated. 29 CONSOLIDATED FINANCIAL STATEMENTS remuneration report This remuneration report sets out the remuneration arrangements for Base Resources Limited for year ended 30 June 2015. This Remuneration Report forms part of the Directors’ Report and has been audited in accordance with the Corporations Act 2001. DETAILS OF KEY MANAGEMENT PERSONNEL The remuneration report details the remuneration arrangements for key management personnel (KMP) who are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Group, and comprise the Directors (whether executive or otherwise) of the Company and other executive management as detailed in the table below. The Executive Directors and executive management listed in the table below are collectively defined as the Senior Executives for the purposes of this report. NAME POSITION CHANGES DURING THE YEAR SENIOR EXECUTIVES T Carstens C Bwye K Balloch C Forbes A Greyling S Hay J Schwarz D Vickers Managing Director Executive Director – Operations & Development Chief Financial Officer General Manager – Environment & Community Affairs General Manager – Project Development Appointed 1 August 2015 General Manager – Marketing General Manager – External Affairs & Development General Manager – Operations NON-EXECUTIVE DIRECTORS A King K Spence S Willis M Anderson M Macpherson T Schultz M Stirzaker Chairman Chairman Director Director Director Director Director Retired 19 May 2015 Appointed 20 February 2015 Retired 19 November 2014 Appointed 19 November 2014 CHANGES SINCE THE END OF THE REPORTING DATE Mr Andre Greyling was appointed on 1 August 2015, subsequent to the end of the reporting period. ROLE OF THE REMUNERATION COMMITTEE The Remuneration Committee is responsible for oversight of the remuneration system and policies. It is also responsible for evaluating the performance of the Executive Directors and monitoring performance of the executive management team. The Board, upon recommendation of the Remuneration Committee, determines the remuneration of the Executive Directors and approves the remuneration of the executive management team. The objective of the Remuneration Committee is to ensure that remuneration system and policies attract and retain executives and directors who will create value for shareholders. The Corporate Governance Statement provides further information on the role of this committee. 30 BASE RESOURCES LIMITED ANNUAL REPORT 2015 REMUNERATION POLICY Base Resources is committed to the close alignment of remuneration to shareholder return, particularly that of the Senior Executives. To this end, the Company’s remuneration system is designed to attract, motivate and retain people by identifying and rewarding high performers and recognising their contribution to the continued growth and success of the Company. Key objectives of the Company’s remuneration policy are to ensure that remuneration practices: • Facilitate the achievement of the Company’s objectives; • Provide strong linkage between executive incentive rewards and creation of value for shareholders; • Are simple to understand and implement, openly communicated and are equitable across the Company; • Attract, retain and motivate employees of the required capabilities; and • Comply with applicable legal requirements and appropriate standards of governance. KEY PRINCIPLES OF SENIOR EXECUTIVE REMUNERATION Remuneration comprises fixed remuneration, and variable (or ‘at-risk’) remuneration, which is determined by individual and Company performance. The Company targets total fixed remuneration (“TFR”) at the 50th market percentile and total remuneration package (“TRP”), including ‘at target’ variable remuneration, at the 75th market percentile, for Senior Executives. As a consequence, the Company’s Senior Executives have a higher proportion of remuneration at-risk than industry averages. Questions and answers about Senior Executive remuneration: REMUNERATION MIX What is the balance between fixed and ‘at-risk’ remuneration? The mix of fixed and at-risk remuneration varies depending on the organisational level of executives, and also depends on the performance of the Company and individual executives. More senior positions have a greater proportion of their remuneration at-risk. If overall Company performance fails to meet a minimum standard, no executives will be entitled to receive any at-risk remuneration. For all executives, it is therefore possible that no at-risk remuneration will be earned and that fixed remuneration will represent 100 per cent of total remuneration. If target at-risk remuneration is earned, the proportion of total remuneration represented by fixed and at-risk remuneration would be: • Executive Directors (includes Managing Director): 36% fixed and 64% at-risk. • Other Senior Executives who are KMP: 53% fixed and 47% at-risk. TFR includes a base salary plus superannuation. Allowances and other benefits may be provided and are as agreed, including leased motor vehicles and additional superannuation, provided that no extra cost is incurred by the Company. In order to attract and retain people of the requisite capability to key roles located in Kenya, an additional market allowance may be paid. The market allowance, while fixed in nature, does not form part of TFR for the purposes of calculating at-risk remuneration entitlements. FIXED REMUNERATION What is included in fixed remuneration? When and how is fixed remuneration reviewed? TFR is reviewed annually. Any adjustments to the TFR for the Executive Directors must be approved by the Board after recommendation by the Remuneration Committee. The Executive Directors determine the TFR of other Senior Executives within specified guidelines approved by the Board. The Company seeks to position the fixed remuneration at the 50th percentile of salaries for comparable companies within the mining industry, utilising datasets and specific advice provided by independent remuneration consultants. 31 CONSOLIDATED FINANCIAL STATEMENTS remuneration report SHORT TERM INCENTIVE PLAN (“STI”) What is the STI? The STI is the cash component of the at-risk remuneration, payable based on a mix of Company and individual annual performance standards. Why does the Board consider an STI is appropriate? At-risk remuneration strengthens the link between pay and performance. The purpose of these programs is to reward executives for annual performance relative to expectations of their role accountabilities, required behaviours and KPI’s as well as the delivery of annual business plans. A reward structure that provides at-risk remuneration is also necessary as a competitive remuneration package in the Australian and global marketplace for executives. Does the STI take into account different levels of performance compared to objectives? The size of any payment is linked to the extent of achievement. Levels of performance required for target levels of STI are set such that they are challenging but achievable. Required performance levels for each performance criteria are set at three levels being: • Threshold – A performance level that is below optimal but nevertheless acceptable. It is the minimum for which a small STI award would be payable. The STI Plan is designed such that there is an 80% probability the executive will achieve or exceed this level of achievement. • Target – A performance level that represents a challenging but achievable level of performance. The STI Plan is designed such that there is a 50% to 60% probability the executive will achieve or exceed this level of achievement. • Stretch – A performance level that is clearly at the upper limit of what may be achievable. The STI Plan is designed such that there is a 10% to 20% probability the executive will achieve or exceed this level of achievement. The probabilities of achievement are set at these levels such that, over time, awards approximately equal to the target level would become payable, assuming performance to role. The achievement of this target level of award would support 75th percentile total remuneration package policy objective for executives. What are the performance criteria? Performance criteria are assigned for both individual and Company performance. Performance criteria may change from year to year. For Senior Executives, 50% of the STI is attached to individual performance criteria and 50% to corporate performance criteria. Reflecting the importance attached to role clarity within Base Resources, individual performance criteria are drawn directly from the role accountabilities in the participant’s role description. Each performance criteria is allocated a weighting that reflects the relative importance of that performance criteria for the year. Corporate performance criteria are set at the commencement of each financial year and are derived from the annual operating plan and may vary from time to time to include other aspects of performance for which there is shared accountability and which the Company wishes to emphasise. The target corporate performance (50% STI component) criteria for Senior Executives and relative weightings for 2015 comprised: • 10% above budgeted group EBITDA, assuming fixed AUD:USD exchange rate and variances in actual prices sales price against budgeted prices limited to +/- 25%. The 2015 corporate performance target was achieved and incentives are payable in relation to this component. 32 BASE RESOURCES LIMITED ANNUAL REPORT 2015 STIP (CONTINUED) Is there an overriding financial performance or other conditions? For each year, a “gate” or “gates” may be determined by the Board. The gate may be a minimum level of earnings for the Company or a safety performance threshold that must be achieved for any awards to become payable under the STI Plan. Irrespective of whether a gate is achieved, the Board retains discretion to increase or decrease awards in its absolute discretion. It is intended that the exercise of this discretion is used sparingly to take account of significant events and/or factors that were not anticipated when the year commenced and the performance criteria were set. The following gates were in place for 2015: • No workplace fatalities. • No major reputational or environmental events. • Minimum group EBITDA target, assuming fixed AUD:USD exchange rate. What is the value of the STI award opportunity? Executive Directors have a target STI opportunity of 60% of TFR, with a minimum opportunity (if only threshold level is met) of 20% and a maximum opportunity (if the stretch targets are achieved) of 100% of TFR. How is STI assessed? LONG TERM INCENTIVE PLAN (“LTIP”) What is the LTIP? Other Senior Executives have a target STI opportunity of 30% of TFR, with a minimum opportunity (if only threshold level is met) of 15% and a maximum opportunity (if the stretch targets are achieved) of 60% of TFR. These percentages are set based on external advice to achieve the remuneration policy intent of 75th percentile total remuneration package market positioning. Individual performance criteria – are assessed using a performance rating scale. In making the assessment in respect of a particular area of accountability, consideration is given to the extent to which the behaviours and performance indicators identified in the role description have been modelled and observed. This assessment is undertaken by the participant’s manager and then signed-off by the manager-once-removed. In the case of the Executive Directors, the assessment is undertaken by the Remuneration Committee and approved by the Board. Corporate performance criteria – the Board determines the extent to which each corporate performance criteria has been achieved. The LTIP is the equity component of at-risk remuneration and is linked to the Company’s Total Shareholder Return (“TSR”) performance over a 3 year period. The LTIP aims to reward participants for Base Resources TSR performance, both relative to its peer group and in absolute terms. How often are LTIP awards made? The LTIP operates on the basis of a series of cycles. Each cycle commences on 1 October and is followed by a 3 year performance period, with a test date on the 3rd anniversary of the commencement of the cycle. The first cycle of the LTIP began on 1 October 2011. Why does the Board consider an LTIP is appropriate? The Company believes that a well designed LTIP can: • Attract executives with the required capability; • Retain key talent; • Maintain a stable leadership team; and • Explicitly align and link the interests of Base Resources leadership team and shareholders. 33 CONSOLIDATED FINANCIAL STATEMENTS remuneration report LTIP (CONTINUED) What types of equity may be granted under the LTIP? Performance rights are granted under the Base Resources LTIP. Performance rights are a right granted to acquire one share in Base Resources, subject to satisfying the performance criteria outlined below. A participant is not entitled to participate in or receive any dividends or other shareholder benefits until the performance right has vested and a share has been allocated and transferred to the participant. Was a grant made in 2015? Performance Rights were granted to eligible participants in the LTIP for the cycle commencing 1 October 2014. The number of performance rights granted for each executive was calculated by reference to the volume weighted average share price (“VWAP”) on the twenty trading days up to the start of the cycle, being $0.2905 per share. What are the LTIP performance conditions? The Company uses two LTIP performance criteria to determine the proportion of performance rights which vest, as follows: • Half of the performance rights are subject to a relative TSR criteria (the “relative TSR performance rights”); and • Half of the performance rights are subject to an absolute TSR criteria (the “absolute TSR performance rights”). The Board considers that TSR is an appropriate performance hurdle because it ensures that a proportion of each participant’s remuneration is explicitly linked to shareholder value and ensures that participants only receive a benefit where there is a corresponding direct benefit to shareholders. Relative TSR performance rights The proportion of relative TSR performance rights which vest will be determined on the basis of Base Resources’ TSR relative to the TSR of the comparator group over the performance period, as set out below: BASE RESOURCES RELATIVE TSR PERFORMANCE PERCENTAGE OF RELATIVE TSR PERFORMANCE RIGHTS THAT VEST Less than 50th percentile 50th percentile Nil 50% Between 50th and 75th percentile Pro rata between 50% and 100% 75th percentile and above 100% Notwithstanding the above, the Board has the absolute discretion to determine that no relative TSR performance rights vest if Base Resources TSR is negative (despite its relative placing within the TSR comparator group). 34 BASE RESOURCES LIMITED ANNUAL REPORT 2015 LTIP (CONTINUED) What are the LTIP performance conditions? (continued) Absolute TSR performance rights The proportion of absolute TSR performance rights which vest will be determined on the basis of Base Resources’ TSR on the following scale: BASE RESOURCES 3-YEAR TSR Less than 40.5% 40.5% Between 40.5% and 60% Between 60% and 100% 100% or greater PERCENTAGE OF ABSOLUTE TSR PERFORMANCE RIGHTS THAT VEST Nil 25% Pro rata between 25% and 50% Pro rata between 50% and 100% 100% The number of performance rights granted for the cycle commencing 1 October 2014 is by reference to the 20 day VWAP of $0.2905 per share ($0.3697 for cycle commencing 1 October 2013 and $0.4936 for cycle commencing 1 October 2012). In order to achieve 100% vesting would require a share price of $0.5810 or greater ($0.7394 for cycle commencing 1 October 2013 and $0.9872 for cycle commencing 1 October 2012) at the conclusion of the 3 year performance period. 35 CONSOLIDATED FINANCIAL STATEMENTS remuneration report LTIP (CONTINUED) What is the comparator group? The TSR comparator group is comprised of the 26th to 75th ranked companies, from the top 150 ASX listed resource companies (excluding oil and gas) by market capitalisation, at the time of the offer. The comparator group for each of the performance rights cycles is comprised of the following companies: LTIP CYCLE COMMENCING 1 OCTOBER LTIP CYCLE COMMENCING 1 OCTOBER COMPANIES 2014 2013 2012 COMPANIES 2014 2013 2012 ABM Resources NL Aditya Birla Minerals Limited Alkane Resources Limited Altona Mining Limited Aquarius Platinum Limited Astron Corporation Limited Atlas Iron Limited Atrum Coal NL Aurelia Metals Limited Avanco Resources Limited Azimuth Resources Limited Bandanna Energy Limited Bathurst Resources Limited BC Iron Limited Beadell Resources Limited Blackgold International Holdings Ltd Bougainville Copper Limited Cape Lambert Resources Limited CGA Mining Limited Coalspur Mines Limited CuDeco Limited Discovery Metals Limited Elemental Minerals Limited Endeavour Mining Corporation Energy Resources of Australia Limited Equatorial Resources Limited Finders Resources Limited Focus Minerals Limited Galaxy Resources Limited Gindalbie Metals Limited Gold One International Limited Gold Road Resources Limited Grange Resources Limited Greenland Minerals and Energy Ltd Gryphon Minerals Limited Guildford Coal Limited Gujarat NRE Coking Coal Limited Highfield Resources Limited Hot Chili Limited Indophil Resources NL Inova Resources Limited Integra Mining Limited Intrepid Mines Limited Iron Ore Holdings Limited Iron Road Limited Ivanhoe Australia Limited Jupiter Mines Limited Kazakhstan Potash Corp. Ltd ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ Kingsgate Consolidated Ltd Kingsrose Mining Limited Lynas Corporation Limited Medusa Mining Limited Metals X Limited Mincor Resources NL Mineral Deposits Limited Mirabela Nickel Limited Mount Gibson Iron Limited Newfield Resources Limited Northern Iron Limited Northern Minerals Limited Northern Star Resources Ltd Norton Gold Fields Limited OM Holdings Limited Orocobre Limited Paladin Energy Limited Panoramic Resources Limited Papillion Resources Limited Perilya Limited Perseus Mining Limited Poseidon Nickel Limited Resolute Mining Limited Rocklands Richfield Limited RTG Mining Inc Saracen Mineral Holdings Ltd Sheffield Resources Limited Silver Lake Resources Ltd Sirius Resources Limited Sphere Minerals Limited St Barbara Limited Stonewall Resources Limited Summit Resources Limited Sundance Resources Limited Syrah Resources Limited Tanami Gold NL Teranga Gold Corporation Terramin Australia Limited Tiger Resources Limited Tigers Realm Coal Limited Tribune Resources Limited Triton Minerals Limited Troy Resources NL Valence Industries Limited Western Areas NL Western Desert Resource Ltd Wolf Minerals Limited ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ 36 BASE RESOURCES LIMITED ANNUAL REPORT 2015 LTIP (CONTINUED) What happens to performance rights granted under the LTIP when an executive ceases employment? Where an executive who holds performance rights ceases to be employed by a Group member (and is not immediately employed by another Group member) for any reason other than a qualifying reason, all unvested performance rights of that participant are automatically forfeited. Where an eligible employee who holds performance rights ceases to be employed by a Group member because of a qualifying reason, then the Board must determine, in its absolute discretion, the number of unvested performance rights of a participant (if any) that will remain on foot and become capable of vesting in accordance with LTIP rules. The Board will generally exercise its discretion in the following manner: • Performance rights granted in the cycle beginning on the 1 October immediately prior to the participant ceasing to be employed by a Group member are automatically forfeited; and • All other performance rights that are not forfeited on the participant ceasing to be employed by a Group member will continue to be held by the participant and will be tested for vesting on the test date for the relevant performance right. Qualifying reasons include but are not limited to death, total and permanent disablement, retirement or redundancy. What happens in the event of a change of control? Subject to the Board determining otherwise, if a change of control event occurs then a test date arises on the date that the change of control event occurs with the Board to test the extent to which the performance criteria have been satisfied: • On the basis of the offer price of the relevant transaction; and • In the case of absolute TSR performance rights, reducing the percentage TSR performance hurdle pro rata to the unexpired portion of the performance period as at the date the change in control event occurs. Do shares granted upon vesting of performance rights granted under the LTIP dilute existing shareholders’ equity? Shares allocated to the participants in the LTIP upon vesting of performance rights may be satisfied by the Company issuing shares to the plan trustee or purchases by the plan trustee on market. In the event the Company issues shares to the plan trustee to satisfy the vesting of performance rights then shareholders’ pre-existing equity will be diluted. Does the Company have a policy in relation to hedging at-risk remuneration? A participant in the LTIP must not enter into an arrangement if the arrangement would have the effect of limiting the exposure of the participant to risk relating to performance rights that have not vested. Did any performance rights vest in 2015? The 4,125,484 performance rights granted under the LTIP for the cycle commencing 1 October 2011, completed the three year performance period on 30 September 2014 and vested as follows: • Relative TSR performance rights Base Resources TSR over the performance period placed it in 13th position relative to the TSR of the comparator group, a TSR performance in the 75th percentile, resulting in 100% of the 2,062,742 relative performance rights vesting. • Absolute TSR performance rights Base Resources TSR over the performance period, by reference to a final VWAP of $0.2905, equated to a TSR of -29%, resulting in none of the 2,062,742 absolute performance rights vesting. Shares issued to the participants in the LTIP upon the vesting of the above performance rights were satisfied through the Company issuing shares. 37 CONSOLIDATED FINANCIAL STATEMENTS remuneration report COMPANY PERFORMANCE AND ITS LINK TO SHAREHOLDER RETURN The following graph compares the yearly change in the cumulative TSR on the Base Resources shares during the period 1 July 2010 to 30 June 2015, against the cumulative total return of the ASX All Ordinaries Index over the same period. The graph illustrates the cumulative return from Base Resources over the past five years, assuming $100 was invested. No dividends have been declared during this period. Cumulative Total Shareholder Return 1 July 2010 through 30 June 2015 $800 $700 $600 $500 $400 $300 $200 $100 $0 $456 $422 $378 $96 $110 $124 $156 $126 0 1 l u J 1 0 1 p e S 0 3 0 1 c e D 1 3 1 1 r a M 1 3 1 1 n u J 0 3 1 1 p e S 0 3 1 1 c e D 1 3 2 1 r a M 1 3 2 1 n u J 0 3 2 1 p e S 0 3 2 1 c e D 1 3 3 1 r a M 1 3 3 1 n u J 0 3 3 1 p e S 0 3 3 1 c e D 1 3 4 1 r a M 1 3 4 1 n u J 0 3 4 1 p e S 0 3 4 1 c e D 1 3 5 1 r a M 1 3 5 1 n u J 0 3 ASX All Ordinaries Index Base Resources Limited The Company’s principal activities prior to the 2012 financial year consisted of exploration and evaluation and development of its Kwale Mineral Sands Project in Kenya. As a result, long and short term incentive remuneration was linked to achieving major milestones relating to these activities and not TSR. As detailed above, the changes made in the 2012 financial year to Senior Executive remuneration seek to align remuneration with shareholder return through the introduction of the LTIP. The LTIP explicitly links the long term variable component of Senior Executive remuneration with TSR. 38 BASE RESOURCES LIMITED ANNUAL REPORT 2015 EXECUTIVE REMUNERATION OUTCOMES FOR 2015 Short Term Incentives At the end of the 2015 financial year, a review of the performance of each executive was undertaken against each of their 2015 individual performance measures as explained above. STI entitlements earned for 2015 performance are paid in the 2016 financial year. The following table outlines the STI that was earned in comparison with the target STI for the 2015 financial year: NAME T Carstens C Bwye K Balloch C Forbes S Hay J Schwarz D Vickers TARGET STI STI AWARDED INDIVIDUAL PERFORMANCE CORPORATE PERFORMANCE INDIVIDUAL PERFORMANCE CORPORATE PERFORMANCE 30% 30% 15% 15% 15% 15% 15% 30% 30% 15% 15% 15% 15% 15% 34% 36% 23% 15% 22% 21% 21% 43% 43% 25% 25% 25% 25% 25% LTIP Performance Rights The LTIP, introduced in 2012, operates on the basis of a series of 3 year performance cycles commencing on 1 October each year. Accordingly, performance rights issued in the year ending 30 June 2015 under the LTIP are subject to a 3 year performance period ending on 30 September 2017. Performance rights issued under the inaugural plan in the 2012 financial year, totalling 4,125,484, completed their 3 year performance period on 30 September 2014. Base Resources’ absolute TSR over the performance period was less than 40.5%, which resulted in no Absolute TSR performance rights vesting. Base Resources’ relative TSR over the performance period placed it in the 75th percentile which resulted in all of the 2,062,742 rights vesting. 39 CONSOLIDATED FINANCIAL STATEMENTS remuneration report The remunerations packages for all KMP’s remain unchanged from 2014, in their base currency. Any changes in remuneration in the following table, excluding STI bonus, are the result of foreign exchange movements only, as detailed below. The remuneration for each executive of the Company for the years ending 30 June 2015 and 2014 was as follows: KEY MANAGEMENT PERSON SHORT TERM EMPLOYMENT BENEFITS POST- EMPLOYMENT BENEFITS OTHER LONG TERM SHARE BASED PAYMENTS PROPORTION PERFORMANCE RELATED TOTAL SALARY $ CURRENT YEAR STI BONUS(i) SUPER- ANNUATION LONG SERVICE LEAVE PERFORMANCE RIGHTS(ii) $ $ $ $ $ % 2015 Executive Directors T Carstens C Bwye 406,800 401,800 337,796 346,532 30,000 35,000 57,165 21,092 221,953 1,053,714 221,953 1,026,377 Other Key Management Personnel K Balloch C Forbes (iii) S Hay J Schwarz (iv) D Vickers (iv) Total 2014 320,000 443,665 360,000 391,445 514,776 168,877 193,285 182,328 196,857 204,520 30,000 6,413 84,614 - - 102,076 30,000 3,881 - - - - 94,034 88,946 92,123 609,904 739,026 670,243 677,248 811,419 2,838,486 1,630,195 125,000 88,551 905,699 5,587,931 Executive Directors T Carstens C Bwye 411,800 411,800 157,248 139,776 Other Key Management Personnel K Balloch C Forbes (iii) S Hay J Schwarz (iv) D Vickers (iv) Total 308,000 416,846 365,000 356,953 469,417 72,428 63,674 78,975 66,413 74,517 25,000 25,000 25,000 - 25,000 - - 10,331 2,834 219,610 219,610 823,989 799,020 989 - 467 - - 64,606 72,910 53,820 83,900 81,185 471,023 553,430 523,262 507,266 625,119 53.1 55.4 41.6 40.0 41.2 42.2 36.6 - 45.7 45.0 29.1 24.7 25.4 29.6 24.9 - 2,739,816 653,031 100,000 14,621 795,641 4,303,109 (i) Current year STI bonuses are accrued in the financial year to which the performance relates. (ii) The fair value of performance rights is calculated at the date of grant using a Monte Carlo Simulation model and recognised over the period in which the minimum service conditions are fulfilled (the vesting period). The value disclosed is the portion of the fair value of the performance rights recognised in the reporting period. The amount included as remuneration is not necessarily related to or indicative of the benefit (if any) that individual KMP may ultimately receive. (iii) Total remuneration package denominated in Pounds sterling (GBP) and converted to Australian dollars (A$) for reporting purposes using the average exchange rate for the 2015 financial year of 0.5304 (2014: 0.5645). (iv) Total remuneration package denominated in US dollars (US$) and converted to Australian dollars (A$) for reporting purposes using the average exchange rate for the 2015 financial year of 0.8369 (2014: 0.9178). 40 BASE RESOURCES LIMITED ANNUAL REPORT 2015 NON-EXECUTIVE DIRECTOR REMUNERATION Shareholders approve the maximum aggregate remuneration for non-executive directors. Fees paid to non-executive directors are recommended by the Remuneration Committee and the Board is responsible for ratifying any recommendations, if appropriate. As approved at the Annual General Meeting on 28 November 2011, the aggregate limit of fees payable per annum is $750,000 in total. Non-executive director remuneration has remained unchanged since 2011. The Company’s policy is that non-executive director’s remuneration is structured to exclude equity-based remuneration and reviewed annually. However, historically the Company was small and the full Board, including the non-executive directors, were included in the operations of the Company more closely than may be the case with larger companies and the non-executive directors were entitled to participate in equity based remuneration schemes. All directors have their indemnity insurance paid by the Company. Non-executive directors receive a fixed fee remuneration consisting of a cash fee and statutory superannuation contributions made by the company and additional fees for committee roles as set out below: Base fees Chairman Other non-executive directors Remuneration Committee Chair Committee member Audit Committee Chair Committee member 2015 $ 2014 $ 110,000 70,000 10,500 5,250 14,000 7,000 110,000 70,000 10,500 5,250 14,000 7,000 41 CONSOLIDATED FINANCIAL STATEMENTS remuneration report Non-executive remuneration for the year ended 30 June 2015 and comparative 2014 remuneration: BASE FEES AUDIT COMMITTEE REMUNERATION COMMITTEE OTHER 2015 A King (i) K Spence (ii) S Willis M Anderson M Macpherson T Schultz (iii) M Stirzaker (iv) Total 2014 A King S Willis M Anderson M Macpherson (v) T Schultz W Willesee (vi) Total $ $ $ 97,644 21,781 70,000 70,000 70,000 27,425 42,959 6,214 384 14,000 7,000 7,000 - - 399,809 34,598 110,000 70,000 70,000 65,397 70,000 33,576 7,000 14,000 7,000 4,066 - - 9,320 575 5,250 - 5,250 - 3,222 23,617 10,500 5,250 - 3,049 - - 418,973 32,066 18,799 $ - - - - - - - - - - - - - 22,044 22,044 TOTAL $ 113,178 22,740 89,250 77,000 82,250 27,425 46,181 458,024 127,500 89,250 77,000 72,512 70,000 55,620 491,882 (i) Mr King retired on 19 May 2015 (ii) Mr Spence was appointed on 20 February 2015 and appointed Chairman on 19 May 2015 (iii) Mr Schultz retired on 19 November 2014 (iv) Mr Stirzaker was appointed on 19 November 2014 (v) Mr Macpherson was appointed on 25 July 2013 (vi) Mr Willesee retired as a director on 26 November 2013. Included in salary and fees for Mr Willesee is $22,044 for company secretarial services provided for the 2014 financial year whilst a director of the Company. 42 BASE RESOURCES LIMITED ANNUAL REPORT 2015 EQUITY INSTRUMENTS Options Historically options have been issued to directors as part of their remuneration to provide a market linked incentive package. Options are exercisable on a one-for-one basis. No options were granted or exercised during the 2015 or 2014 financial years. During the 2011 financial year, the terms of the outstanding options were modified at a General Meeting of the Company on 24 January 2011, whereby the existing terms were amended to provide that the options will vest immediately upon a change in the control of the Company. In July 2015, a General Meeting of the Company extended the expiry date of the vested options granted to directors by 6 months to 9 January 2016. The table below outlines movements in options during 2015 and the balance held by each director at 30 June 2015: NAME GRANT DATE FAIR VALUE PER OPTION AT GRANT DATE EXERCISE PRICE PER OPTION NUMBER GRANTED EXPIRY DATE BALANCE 1 JULY 2014 NUMBER VESTED DURING YEAR NUMBER EXERCISED DURING YEAR BALANCE 30 JUNE 2015 VESTED AND EXERCISABLE AT 30 JUNE 2015 A King 30 June 2010 400,000 30 June 2010 400,000 800,000 T Carstens 30 June 2010 2,500,000 30 June 2010 2,500,000 5,000,000 C Bwye 30 June 2010 5,000,000 30 June 2010 5,000,000 10,000,000 S Willis 30 June 2010 300,000 30 June 2010 300,000 Total 600,000 16,400,000 $0.07 $0.06 $0.07 $0.06 $0.07 $0.06 $0.07 $0.06 $0.09 9 Jan 2016 400,000 $0.25 9 Jan 2016 400,000 800,000 $0.09 9 Jan 2016 2,500,000 $0.25 9 Jan 2016 2,500,000 5,000,000 $0.09 9 Jan 2016 3,600,000 $0.25 9 Jan 2016 5,000,000 8,600,000 $0.09 9 Jan 2016 300,000 $0.25 9 Jan 2016 300,000 600,000 15,000,000 - - - - - - - - - - - - - - - - - - - - - - - - - 400,000 400,000 400,000 400,000 800,000 800,000 2,500,000 2,500,000 2,500,000 2,500,000 5,000,000 5,000,000 3,600,000 3,600,000 5,000,000 5,000,000 8,600,000 8,600,000 300,000 300,000 300,000 300,000 600,000 600,000 - 15,000,000 15,000,000 All options were granted for nil consideration. Options have been valued using a Monte-Carlo Simulation model. Vesting conditions are such that 50% of each tranche vested upon the Company making a decision to commence construction at the Kwale Project following the securing of the required development financing on 22 November 2011; and the remaining 50% vested on 19 March 2014, being the date the Board agreed that the first production of all products from the Kwale Project had been achieved. Once vested, the options cannot be exercised until a 30 day volume weighted average share price hurdle has been achieved of $0.15 and $0.35 for options with an exercise price of $0.09 and $0.25 respectively. Subsequent to vesting, both of these hurdles have been met and options are fully exercisable. Performance Rights The LTIP was introduced during the 2012 financial year with effect from 1 October 2011. Under the plan, the Board may offer performance rights to executives. During the 2015 financial year, performance rights were granted to executives as part of their 2015 remuneration packages. 43 CONSOLIDATED FINANCIAL STATEMENTS remuneration report The LTIP operates on the basis of a series of cycles. Each cycle commences on 1 October and will be followed by a 3 year performance period, with a test date on the 3rd anniversary of the commencement of the Cycle. The first Cycle of the LTIP began on 1 October 2011, with award formalised on 30 June 2012. The table below outlines movements in performance rights during 2015 and the balance held by each executive at 30 June 2015: NUMBER OF PERFORMANCE RIGHTS FAIR VALUE OF EACH PERFORMANCE RIGHT VESTING DATE(ii) NUMBER VESTED DURING YEAR NUMBER LAPSED DURING YEAR NAME GRANT DATE(i) T Carstens 30 June 2012 1 October 2012 1 October 2013 1 October 2014 C Bwye 30 June 2012 1 October 2012 1 October 2013 1 October 2014 K Balloch 30 June 2012 1 October 2012 1 October 2013 1 October 2014 C Forbes 30 June 2012 1 October 2012 1 October 2013 1 October 2014 S Hay 14 January 2013 1 October 2013 1 October 2014 J Schwarz 30 June 2012 1 October 2012 1 October 2013 1 October 2014 D Vickers 30 June 2012 1 October 2012 1 October 2013 1 October 2014 1,175,031 1,018,273 1,413,914 1,799,394 5,406,612 1,175,031 1,018,273 1,413,914 1,799,394 5,406,612 167,805 363,669 538,958 720,912 1,791,344 201,226 400,488 660,763 900,761 2,163,238 323,456 631,212 803,301 1,757,969 440,637 368,051 569,026 772,582 2,150,296 381,503 376,648 591,172 802,650 2,151,973 20,828,044 BALANCE AT END OF YEAR - 1,018,273 1,413,914 1,799,394 $0.2240 30 September 2014 587,516 587,515 $0.1490 30 September 2015 $0.2300 30 September 2016 $0.1400 30 September 2017 - - - - - - $0.2240 30 September 2014 $0.1490 30 September 2015 $0.2300 30 September 2016 $0.1400 30 September 2017 587,516 587,516 587,515 4,231,581 587,515 - - - - - - - 1,018,273 1,413,914 1,799,394 587,516 587,515 4,231,581 $0.2240 30 September 2014 83,903 83,902 $0.1490 30 September 2015 $0.2300 30 September 2016 $0.1400 30 September 2017 - - - - - - - 363,669 538,958 720,912 83,903 83,902 1,623,539 $0.2240 30 September 2014 100,613 100,613 $0.1490 30 September 2015 $0.2300 30 September 2016 $0.1400 30 September 2017 - - - - - - - 400,488 660,763 900,761 100,613 100,613 1,962,012 $0.1490 30 September 2015 $0.2300 30 September 2016 $0.1400 30 September 2017 - - - - - - - - $0.2240 30 September 2014 220,319 220,318 $0.1490 30 September 2015 $0.2300 30 September 2016 $0.1400 30 September 2017 $0.2240 30 September 2014 $0.1490 30 September 2015 $0.2300 30 September 2016 $0.1400 30 September 2017 - - - 220,319 190,752 - - - 323,456 631,212 803,301 1,757,969 - 368,051 569,026 772,582 - - - 220,318 1,709,659 190,751 - - - - 376,648 591,172 802,650 190,752 190,751 1,770,470 1,770,619 1,770,614 17,286,811 (i) The amount expensed per the remuneration table reflects the period since commencement of services when the Company and the Senior Executive had a shared understanding of the award. (ii) On the vesting date, performance rights are tested against the performance criteria, only those performance rights that satisfy the performance criteria vest. 44 BASE RESOURCES LIMITED ANNUAL REPORT 2015 KEY MANAGEMENT PERSONNEL PERFORMANCE RIGHTS MOVEMENTS BALANCE 1 JULY GRANTED VESTED LAPSED BALANCE 30 JUNE 2015 T Carstens C Bwye K Balloch C Forbes S Hay J Schwarz D Vickers 3,607,218 3,607,218 1,070,432 1,262,477 954,668 1,377,714 1,349,323 1,799,394 1,799,394 720,912 900,761 803,301 772,582 802,650 587,516 587,516 83,903 100,613 - 220,319 190,752 587,515 587,515 83,902 100,613 - 220,318 190,751 4,231,581 4,231,581 1,623,539 1,962,012 1,757,969 1,709,659 1,770,470 13,229,050 7,598,994 1,770,619 1,770,614 17,286,811 KEY MANAGEMENT PERSONNEL SHAREHOLDINGS The number of ordinary shares in Base Resources Limited held by each KMP of the Company during the financial year and the previous financial year is as follows: BALANCE 1 JULY OPTIONS EXERCISED VESTING OF PERFORMANCE RIGHTS PURCHASED SOLD 2015 A King (i) K Spence (ii) T Carstens C Bwye S Willis M Anderson M Macpherson T Schultz (iii) M Stirzaker (iv) K Balloch C Forbes S Hay J Schwarz D Vickers 820,000 - 641,006 1,251,223 200,000 - - - - - - - - - 2,912,229 (i) Mr King retired on 19 May 2015 (ii) Mr Spence was appointed on 20 February 2015 (iii) Mr Schultz retired on 19 November 2014 (iv) Mr Stirzaker was appointed on 19 November 2014 - - - - - - - - - - - - - - - - - 587,516 587,516 - - - - - 83,903 100,613 - 220,319 190,752 1,770,619 - - - - - - - - - - - - - - - - - - - - - - - - - - - - BALANCE 30 JUNE 820,000 1,228,522 1,838,739 200,000 - - - - 83,903 100,613 - 220,319 190,752 4,682,848 45 CONSOLIDATED FINANCIAL STATEMENTS remuneration report EXECUTIVE KEY MANAGEMENT PERSONNEL EMPLOYMENT ARRANGEMENTS The employment arrangements of the executive KMPs are formalised in standard employment agreements. Details of the termination provisions contained in the agreements are provided below. NAME TERM OF CONTRACT NOTICE PERIOD BY EITHER PARTY TERMINATION BENEFIT Permanent – ongoing until notice has been given by either party Permanent – ongoing until notice has been given by either party T Carstens C Bwye K Balloch C Forbes S Hay J Schwarz D Vickers 3 month’s notice by the employee 1 month’s notice for termination by Company if unable to perform duties by reason of illness No notice required for termination by Company for cause 3 month’s notice by the employee 1 month’s notice for termination by Company for serious breach of employment agreement, incompetence, gross misconduct or refusing to comply with lawful direction given by the Company No notice required for termination by Company if convicted of any major criminal offence Company may elect to make payment in lieu of notice 12 months fixed remuneration in the case of termination by the Company 6 months fixed remuneration in the case of termination by the Company (3 months remuneration for C Forbes) This Report of Directors, incorporating the Remuneration Report is signed in accordance with a resolution of the Board of Directors. Keith Spence CHAIRMAN Dated: 22nd September 2015 46 BASE RESOURCES LIMITED ANNUAL REPORT 2015 corporate governance The Company is committed to implementing the highest standards of corporate governance to create and deliver value for shareholders. As an ASX listed entity, the Company must comply with the ASX Listing Rules and is required to report against the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (ASX Recommendations). In March 2014, the ASX Corporate Governance Council released its third edition of the ASX Recommendations, against which the Company is reporting in this Corporate Governance Statement. The Board considers that throughout the financial year ended 30 June 2015 the Company complied with the ASX Recommendations, except in the limited circumstances noted in this statement. This statement is current as at 30 June 2015 and has been approved by the Board. Where appropriate, the statement also highlights relevant events that have occurred since 30 June 2015 with respect to the governance practices of the Company. Composition of the Board The Board consists of five Non-Executive Directors and two Executive Directors (being the Managing Director and the Executive Director – Operations & Development). The current Chairman of the Board, Mr Spence, was appointed as a Director in February 2015 and was appointed to the role of Chairman in May 2015. The Chairman is responsible for leadership and effective performance of the Board and for the maintenance of relations between Directors and management that are open, cordial and conducive to productive cooperation. A Director’s independence is assessed in accordance with the Definition of Independence set out in the Board Charter. The Chairman is considered independent, as was his predecessor, Mr King, along with fellow Non-Executive Directors Mr Willis and Mr Macpherson. Two of the Board’s Non-Executive Directors, Mr Anderson and Mr Stirzaker are not considered independent as a consequence of their respective relationships with two of the Company’s substantial shareholders. Due to the current composition of the Board, the Company does not comply with ASX Recommendation 2.4 that a majority of the Board should be independent. While the Board recognises the importance of having appropriate independence on the Board, the Board is satisfied that its current composition does not impact the Board’s ability to act in accordance with the best interests of the Company and its shareholders generally. BOARD OF DIRECTORS Role of the Board The Board Charter sets out the Board’s role, powers and duties and establishes the functions and responsibilities reserved for the Board and those which are delegated to EXCO (comprising the Managing Director and the Executive Director – Operations & Development) and the executive management team. Among other things, the Board reserves responsibility for overseeing the business and affairs of the Company, including its control and accountability systems, setting the strategic direction of the Company, reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance and ensuring a high standard of corporate governance practice and regulatory compliance and promoting ethical and responsible decision-making. The Board delegates responsibility for the day-to-day operations, management and administration of the Company to EXCO in accordance with the strategy approved by the Board. EXCO’s joint responsibilities include effective leadership of the Company, preparation, and implementation of, development and operational plans, policies and procedures to achieve the strategic, operational and financial objectives of the Company, management of the day to day affairs of the Company, identifying and managing business risks and managing the Company’s financial and other reporting mechanisms. A full list of those matters reserved to the Board and those matters delegated to management is set out in the Board Charter. The Company Secretary is appointed by the Board and is accountable to the Board, through the Chairman, on all matters to do with the proper functioning of the Board. The Company Secretary’s role includes providing advice to the Board on corporate governance matters, with all Directors having access to the advice and services provided by the Company Secretary. 47 CONSOLIDATED FINANCIAL STATEMENTS corporate governance Skills and experience The Directors on the Board collectively have a combination of skills and experience in the competencies set out in the table below. The Board has established this set of competencies to assist in assessing the skills and experience of each Director and the combined capabilities of the Board. AREA COMPETENCY Resources industry experience Experience in the resources industry, including broad knowledge of exploration, operations, project development, markets, shipping and competitors. Mineral sands industry experience Specific experience in the mineral sands industry, including an in depth knowledge of exploration, operations, project development, markets, shipping, competitors and relevant technology. Strategy Identifying and critically assessing strategic opportunities and threats to an organisation and developing and implementing successful strategies in context to the organisation’s policies and business objectives. Mergers & acquisitions Experience managing, directing or advising on mergers, acquisitions, divestments and portfolio optimisations. Finance Risk management Senior executive or other experience in financial accounting and reporting, internal financial and risk controls, corporate finance and, restructuring corporate transactions. Experience working with and applying broad risk management frameworks in various country, regulatory or business environments, identifying key risks to an organisation, monitoring risks and compliance and knowledge of legal and regulatory requirements. Government relations Senior management or equivalent experience in working in diverse international political, cultural, regulatory and business environments. Capital projects; financing/ project management Experience with projects involving contractual negotiations, project management, significant capital outlays and long investment horizons. Sustainable development Senior management or equivalent experience in workplace health and safety, environmental and social responsibility, and community. Previous board experience Serving on boards of varying size and composition, in varying industries and for a range of organisations. An awareness of global practices and benchmarking and some internal experience. Governance Policy Executive leadership Remuneration Implementing the high standards of governance in a major organisation that is subject to rigorous governance standards, and assessing the effectiveness of senior management. Identifying key issues for an organisation and developing appropriate policy parameters within which the organisation should operate. Experience in evaluating the performance of senior management, overseeing strategic human capital planning, industrial relations, organisational change management and sustainable success in business at a senior level. Remuneration and/or nomination committee membership or management experience in relation to succession planning, remuneration, talent management (including incentive programmes, superannuation), and the legislative and contractual framework governing remuneration. 48 BASE RESOURCES LIMITED ANNUAL REPORT 2015 Details of the skills, experiences, expertise and period of service of each Director is set out on pages 26 to 27 of the Annual Report. The Board considers that collectively the Directors have the range of skills, knowledge, experience and competencies necessary to direct the Company. Director appointment, induction, training and continuing education All new non-executive directors are required to execute a letter of appointment which sets out the key terms and conditions of their appointment, including duties, rights and responsibilities, time commitments envisioned and the Board’s expectations with respect to committee work. Executive directors and all senior executives enter into employment agreements which govern the terms of their employment. An induction plan is tailored for the specific needs of any new appointee to the Board. The induction process typically includes a comprehensive overview of the Company’s governance policies and procedures, discussions with each member of EXCO and the executive management team and a site visit to the Company’s key operating asset in Kwale, Kenya. The induction materials provided to new appointees include information on the Company’s culture, including the “Base Way” (the set of core beliefs and principles that permeate every aspect of the Company’s business and describes the Company’s desired culture). Directors are expected to maintain the skills necessary to discharge their obligations to the Company and its shareholders. The Company provides the Board with regular information on industry-related matters and new developments with the potential to affect the Company. When a particular need is identified (for example, arising from a Board function review), the Company will organise specific structured professional development opportunities for Directors. The Board manages succession planning with the assistance of the Nomination Committee (now the Remuneration and Nomination Committee, discussed further below). During the financial year ended 30 June 2015, it was the responsibility of the Nomination Committee (among other things) to identify and recommend to the Board candidates for the Board after considering the necessary and desirable competencies of new Board members to ensure the appropriate mix of skills, experience, expertise and diversity, and after assessment of how the candidate can contribute to the strategic direction of the Company. The Board may engage an independent recruitment firm to undertake a search for suitable candidates. The Company undertakes appropriate background and screening checks prior to nominating a Director for election by shareholders, and provides shareholders all material information in its possession concerning a Director standing for election or re-election in the explanatory memorandum accompanying the relevant notice of meeting. Board performance evaluation It is the Company’s policy that once a year, the Board will review and critically evaluate the performance of the Board, the Board Committees and individual Directors. The method and scope of this performance evaluation will be set by the Board each year, but typically would include self-assessments designed to effectively review the performance of the Board and each of its Committees against the requirements of their specific charters and the individual performance of each Director. In appropriate circumstances, the Board performance evaluation may involve the engagement of a third party Board advisor. The process for this annual review is set out in further detail in the Board Charter. The Board underwent a substantial renewal during the year. In November 2014, Mr Schultz resigned as a Non-Executive Director and was replaced on the Board by Mr Stirzaker, who had previously been acting as Mr Schultz’s alternate. In February 2015, Mr Spence was appointed to the Board as a Non-Executive Director and in May 2015 was appointed as Chairman upon Mr King’s resignation. The Company’s Group Legal Counsel, Mr Poletti, was also appointed as Company Secretary in May 2015 with Mr Willesee resigning. In light of these changes to the Board, it was considered that there would be only limited benefit in conducting the Board’s usual performance evaluation during that time. Therefore, the Company did not comply with ASX Recommendation 1.6(b) to undertake a performance evaluation of the Board, its committees and Directors during the reporting period. It is, however, the intention to conduct a performance evaluation of the Board, its committees and individual Directors during for reporting period ending 30 June 2016. Director retirement and re-election With the exception of the Managing Director, directors must retire at the third AGM following their last election or re-election. At least one Director must stand for election at each AGM. Any director appointed to fill a casual vacancy since the date of the previous AGM retires at the next AGM and is eligible for election. Board support for a Director’s re-election is not automatic and is subject to satisfactory Director performance. Committees of the Board The Board has the power under the Company’s Constitution to delegate its powers as it considers appropriate. The Board has established an Audit Committee, Remuneration and Nomination Committee and Risk Committee. During the year, the Remuneration Committee and the Nomination Committee operated as separate committees. The Board has recently determined it more efficient and effective to combine the two committees to form the Remuneration and Nomination Committee, noting that the role of the combined Committees would encompass the roles previously performed by the separate Committees. 49 CONSOLIDATED FINANCIAL STATEMENTS corporate governance The Committees generally operate in a review or advisory capacity, except in limited circumstances where the Board’s powers are specifically delegated to a Committee. Each Committee has a charter detailing its role, duties and membership requirements. These charters are reviewed regularly and are updated as required, with the most recent substantive review having been completed in July 2015. Details of the skills, experiences and expertise of each member of the respective Committees of the Board is set out on pages 26 to 27 of the Annual Report. Details of the Committee meetings held during the year and attendances of members at those meetings is set out on page 28 of the Annual Report. Audit Committee The role of the Audit Committee is to assist the Board to meet its oversight responsibilities in relation to the Company’s financial reporting, compliance with legal and regulatory requirements and external audit function. The Audit Committee has four members, which during the year were Mr Willis, Mr King, Mr Anderson and Mr Macpherson all of whom are Non-Executive Directors and a majority of whom are independent. Mr Willis, an independent Non-Executive Director, is Committee Chairman. Following Mr King’s retirement in May 2015, Mr Spence has been appointed as a member of the Audit Committee. Remuneration Committee and Nomination Committee The role of the Remuneration Committee is to assist the Board in fulfilling its oversight responsibilities in relation to the overall remuneration strategy of the Company, and its specific application to EXCO and the senior management team, and reviewing and approving any equity based plans and other incentive schemes. This role is designed to assist in ensuring that the executive remuneration policy demonstrates a clear relationship between executive performance and remuneration. The Remuneration Committee has four members, all of whom are Non-Executive Directors and a majority of whom are independent. Members of the Committee were Mr King (prior to his retirement in May 2015), Mr Willis, Mr Schultz (prior to his retirement in November 2014) and Mr Macpherson. Mr King, an independent Non-Executive Director was previously Committee Chairman and has since been replaced in that role by Mr Spence. Mr Stirzaker was appointed as a member of the Committee following Mr Schultz’s retirement as a Director in November 2014. Prior to that time, Mr Stirzaker attended Remuneration Committee meetings in his capacity as alternate for Mr Schultz. The role of the Nomination Committee is to support the Board in fulfilling its responsibilities by maintaining a Board that has an appropriate mix of skills and experience, developing the processes for evaluation of performance of the Board and its Committees, ensuring the Company’s Diversity Policy is implemented in respect of the Board and managing the process for identifying and selecting new Directors. During the year, the Nomination Committee had four members, Mr Stirzaker, Mr Anderson, Mr Macpherson and Mr Carstens. This Committee was not a remunerated committee. The Committee consisted of a majority of Non-Executive Directors, with Mr Stirzaker being Committee Chairman. Membership of the Nomination Committee did not satisfy ASX Recommendations 2.1(a)(1) and (2) that the Committee should be majority independent and chaired by an independent Director. Despite this, the Board considers that the Nomination Committee was able to suitably perform its intended role and discharge its duties. As noted above, the Board has determined it more efficient and effective to combine the Remuneration Committee and the Nomination Committee to form the Remuneration and Nomination Committee. The newly combined Remuneration and Nomination Committee will retain the existing membership of the Remuneration Committee and therefore will consist of a majority of independent directors and will be chaired by an independent Director. Risk Committee In July 2015, the Board established a Risk Committee which has the role of assisting the Board with the identification and management of business and operational risks faced by the Company to a standard that takes into account the reasonable expectations of the Company’s shareholders, employees, customers, suppliers, creditors and the broader community in which the Company operates. Prior to establishment of the Risk Committee and during the period under review the full Board essentially acted as the Risk Committee in a manner consistent with the Risk Committee Charter, with risk monitoring regularly tabled as an agenda item at Board meetings with a full review and update of the Company’s material business risk register every four months, or as required. The Risk Committee has three members, all of whom are Non-Executive Directors and a majority of whom are independent. Members of the Committee are Mr Spence, Mr Willis and Mr Stirzaker. Mr Spence, an independent Non-Executive Director, is Committee Chairman. SHAREHOLDER COMMUNICATION General The Board recognises the importance of regular and proactive interaction with the market to ensure the Company’s investors and key stakeholders remain informed about the Company’s activities. The Company has an investor relations program designed to facilitate effective two-way communication with shareholders. 50 BASE RESOURCES LIMITED ANNUAL REPORT 2015 The Company’s Continuous Disclosure and Market Communications Policy sets out the Company’s commitment to: • communicating effectively with shareholders through releases to the market via ASX and AIM, information mailed to shareholders (e.g. notices of meetings and explanatory material and periodic disclosure, such as annual, half yearly and quarterly reporting of exploration, production and corporate activities) and the general meetings of the Company; • giving shareholders ready access to balanced and understandable information about the Company and corporate proposals; and • making it easy for shareholders to participate in general meetings of the Company. The Board further recognises the rights of shareholders and encourages the effective exercise of those rights through the following means: • notices of meeting and other meeting materials are drafted in concise and clear language and are distributed in accordance with the provisions of the Corporations Act; shareholders are encouraged to use their attendance at meetings to ask questions on relevant matters, with time being specifically set aside at each meeting for shareholder questions; • at annual general meetings, it is both the Company’s policy and the policy of the Company’s auditor for the lead engagement partner to be present at the annual general meeting and to answer any questions regarding the conduct of the audit and the preparation and content of the auditor’s report. The Company’s website (www.baseresources.com.au) provides information about the Company generally for the benefit of its shareholders, market participants and key stakeholders. The Company’s website is promptly updated with material released to ASX and AIM after confirmation of release by ASX. All information available on the Company’s website is regularly reviewed and updated to ensure that information is current, or appropriately dated and archived. Of note, the Company’s website includes the following sections which contain relevant information for shareholders: • a governance section, which contains the Company’s Constitution, relevant governance policies and practices, Board and Board Committee Charters; • a Board and management section, which contains the names and brief biographical information for each of the Directors and senior executives; • a reports section, which contains copies of annual, half yearly and quarterly reports; and shareholders are encouraged to participate in voting on proposed resolutions by either attending the meeting or by way of lodgement of proxies, if shareholders are unable to attend the meeting; • a market releases section containing ASX announcements (including full text of notices of meeting and explanatory material) and a presentations section containing power point presentations. it is general practice for a presentation on the Company’s recent activities to be made to shareholders at each annual general meeting; and Further information about operations at the Kwale Project are made available from the website of the Company’s wholly-owned subsidiary, Base Titanium (www.basetitanium.com). • • • The Company provides the opportunity for shareholders to receive communications from, and send communications to, the Company and its securities registry electronically. The Company makes available telephone, fax and email contact details on its website through which shareholders are welcomed to contact the Company. Further, shareholders are provided the option to receive communications from, and send communications to, the Company’s securities registry electronically. Continuous disclosure and market communications The Company is committed to ensuring that shareholders and the market are provided with full and timely information about the Company and its activities and that all investors have equal opportunity to receive externally available information issued by the Company. The Company’s Continuous Disclosure and Market Communications Policy provides that the Managing Director and the Company Secretary are primarily responsible for ensuring that the Company complies with its disclosure obligations and for overseeing and co-ordinating the disclosure of information to relevant stock exchanges and shareholders. To assist in this process, it is the responsibility of every Director and employee to report to the Company Secretary any price sensitive information which that person has obtained. To the full extent practical (having regard to the requirement for immediate disclosure in certain circumstances), the full Board is given the opportunity to review and comment on material announcements prior to their release. PROMOTING RESPONSIBLE AND ETHICAL BEHAVIOURS The “Base Way”, Code of Conduct and Integrity System The “Base Way” sets out the unifying set of beliefs and behavioural expectations for the Company and its employees, including the Company’s absolute commitment to conducting its business in a legal, honest and ethical manner. 51 CONSOLIDATED FINANCIAL STATEMENTS corporate governance The Company’s Code of Conduct provides an overview of the framework for decision making and actions in relation to ethical conduct in employment at the Company and its subsidiaries. The Code of Conduct summarises the key business systems (including relevant Policies and Standards) adopted by the Company that apply to the Company and its subsidiaries and their respective employees which underpin the Company’s commitment to integrity and fair dealing in its business affairs and to its duty of care to employees, customers and stakeholders. Breaches of the Code of Conduct may lead to disciplinary action, as outlined in the Company’s Unacceptable Performance and Misconduct System. The Company’s Integrity Policy expands on the Company’s commitment to conducting its business in a legal, honest and ethical manner by: • Prohibiting bribery and corruption in all forms. Employees must not commit, or be a party to, or be involved in bribery or corruption; • Ensuring that gifts, entertainment, travel and per diem reimbursements are not given or received as a reward or encouragement for preferential treatment; • The Company not participating in party politics. The Company does not make payments to political parties or individual politicians; • Not making charitable donations or sponsorships that could be perceived as bribes or payments to gain an improper business advantage; • Employees ensuring their personal activities and interests do not conflict with their responsibilities to the Company; • Requiring third parties who act on the Company’s behalf to comply with the Integrity Policy and the Integrity Standard; • Requiring all employees to confront inappropriate behaviour in others; and • Including demonstrating the “Base Way” as a specific accountability in every role description. The Integrity Standard further sets out the responsibilities and limits of discretion of the Company’s personnel in observing and upholding the absolute prohibition on bribery, corruption and related improper conduct and provides information and guidance on how to recognise and deal with instances of potential bribery and corruption. A breach of the Integrity Standard by a member of the Company’s personnel will be regarded as serious misconduct, and will lead to disciplinary action which may include termination of employment. The Company also has a Whilsleblower System to provide a confidential mechanism for employees to hold their leaders and co-workers accountable if not behaving with absolute integrity. The Company is a signatory to the Extractive Industries Transparency Initiative (EITI), which was launched in 2002 at the World Summit for Sustainable Development. The EITI has put in place a reporting system to encourage transparency and accountability in the receipt and use by Governments of revenues from extractive industries. EITI supports good governance through the verification and full publication of payments by companies and use of government revenues derived from oil, gas and mining. The Company provides these publications via the governance section of the Base Titanium website (www.basetitanium.com). Securities ownership and dealing The Company’s Securities Trading Policy (which was updated in August 2015) applies to Directors and employees of the Company and its subsidiaries. This policy provides a brief summary of the law on insider trading and sets out the policy requirements for the sale, purchase and conversion/exercise of the Company’s securities by Directors and employees. The purpose of the policy is to: • assist Directors and employees to avoid conduct known as “insider trading”; • explain the type of conduct in relation to dealings in securities of the Company that is prohibited under the Corporations Act and the AIM Rules for Companies; and • establish a best practice procedure relating to dealing in the Company’s securities that provides protection to the Company, its Directors and employees against the misuse of unpublished information which could materially affect the price or value of the Company’s securities. Any dealing in the Company’s securities by Directors is notified to ASX and AIM without delay. Directors and employees participating in equity based incentive plans are also prohibited from entering into any transaction which would have the effect of hedging or otherwise transferring to any other person the risk of any fluctuation in the value of any unvested entitlement in the Company’s securities. Strict compliance with the Securities Trading Policy is mandatory for all Directors and employees of the Company and its subsidiaries. Any breach of this policy is taken seriously and is subject to disciplinary action, including possible termination of a person’s employment or appointment. RISK MANAGEMENT AND INTERNAL CONTROLS Approach to risk management internal controls The Company recognises that risk is an integral and unavoidable component of its business and is characterised by both risk and opportunity. The effective management of risk enables the Company to enhance opportunities, reduce threats and in so doing represent a source of competitive advantage. The Company is committed to managing risk in a proactive manner that is integrated throughout the business and informs all decision making as part of day to day management. 52 BASE RESOURCES LIMITED ANNUAL REPORT 2015 Risk management roles and responsibilities As discussed above, the Company has recently established a Risk Committee of the Board. Prior to establishment of the Risk Committee and during the year, the full Board essentially acted as the Risk Committee in a manner consistent with the Risk Committee Charter, with risk monitoring regularly tabled as an agenda item at Board meetings with a full review and update of the Company’s material business risk register every four months, or as required. While the Company does not have a formal internal audit function, it has a well-established Risk Management Framework and the Audit Committee annually reviews the need for such. The Board is responsible for reviewing and approving the Company’s Risk Management Framework, Risk Policy and key risk parameters at least annually, with the Board having reviewed the Company’s Risk Management Framework during the year. Going forward, the Risk Committee will be responsible for (amongst other things): • ensuring that management designs and implements a risk management and internal control system to manage the Company’s material business risks; • • reviewing at least annually the Company’s risk management and internal control system and report to the Board on its efficiency and effectiveness; reviewing the risk reports produced by management and review the efficiency and effectiveness of that risk management and internal control system; • developing and maintaining a risk register which identifies the material business risks to the Company and its operations (including economic, environmental and social sustainability risks) and assess the likelihood of their occurrence; • periodically reviewing the scope and adequacy of the Company’s insurance, having regard to the Company’s business and its associated insurable risks; • overseeing the Company’s operational and environmental risk management and occupational health and safety processes; and • overseeing procedures for whistleblower protection. Management is responsible for promoting and applying the Risk Policy, which involves establishing a risk-aware culture, identifying and assessing business and operational risks, developing and implementing appropriate risk strategies, systems and controls, monitoring the effectiveness of risk controls and reporting on risk management and performance. Management also maintains the Material Business Risk Register, which is considered by the Board/Risk Committee on a regular basis. The Company is exposed to a number of risks across its business, which it seeks to manage in a manner consistent with its Risk Management Framework. These risks are categorised by the Company as strategic (e.g. the Company’s ability to execute its growth strategy), financial (e.g. funding continuity), regulatory (e.g. political, mining and fiscal policy) or operational (e.g. community, safety, security, human resources, production). The Company has identified that it has a material exposure to certain environmental and social sustainability risks associated with its operation of the Kwale Project. Communities affected by the Kwale Project play an integral role in the Company’s overall success, which the Company seeks to achieve through a structured and integrated community engagement approach. The Company strives to build lasting and beneficial relationships with its communities. By supporting equitable development, the Company seeks to establish a model for future development opportunities in other parts of Kenya and beyond, in a manner that emphasises the value of local community participation and recognises their cultural heritage. The Company’s Communities Policy is based on working together in a way that allows broad participation of affected people through mutual respect and demonstrates the Company’s long-term commitment to deliver real, tangible and sustainable benefits. The Company’s social management systems have been prepared to the highest international standards to guide the Company in achieving this objective. The Company is also committed to undertaking its activities in a way that minimises impact on the environment. The Company’s Environmental Policy and the “Base Way” drive the Company’s commitment to preventing pollution, minimising impacts, contributing to protecting and conserving biodiversity and driving environmentally responsible behaviour. The Company believes that good environmental performance contributes to business success. The Company empowers its employees to work in an environmentally responsible manner and encourages everyone to take responsibility in this regard. The Company works in partnership with its host communities, conservation groups and environmental experts to realise its objectives and regularly reviews environmental performance to achieve continuous improvement. A comprehensive understanding of the environmental impacts during design, construction, operations and ultimately closure of the Kwale Project direct the Company’s environmental programmes. A dedicated and professional team manages the Kwale Project’s environmental function based on an environmental management system guided by the Environmental Policy. MD and CFO assurance The Board receives monthly reports on the group’s financial and operational results. Before adoption by the Board of the 31 December 2014 half-year and 30 June 2015 full-year financial statements, the Audit Committee and the Board received written declarations from the Managing Director and the Chief 53 CONSOLIDATED FINANCIAL STATEMENTS The Board has set the following measurable objectives which apply for the financial year ending 30 June 2016: • • • Increase the overall percentage of women employed by the group; Increase female representation in graduate and apprentice programmes; Increase the percentage of women in executive roles (Stratum III and above); and • Subject to vacancies, to consider diversity when reviewing Board succession plans with the aim to have gender representation and greater diversity. The Board will report the Company’s progress in achieving the above objectives in next year’s corporate governance statement. corporate governance Financial Officer that, in their opinion, the financial records of the Company had been properly maintained and the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the Company and that their opinion had been formed on the basis of a sound system of risk management and internal control which was operating effectively. DIVERSITY The Company values and encourages a diverse workforce and provides a work environment in which everyone is treated fairly, with respect and can realise their full potential. As set out further in the Company’s Employment Policy, the Company seeks to achieve this by: • Employing on the basis of job requirements and merit without discriminating on the grounds of age, ethnic or social origin, gender, sexual orientation, politics or religion; • Ensuring its people are trained to work, and then working, in safe, healthy and environmentally responsible ways; • Requiring managers to be models of the highest standards of behaviour and to demonstrate visible leadership. The Company’s employees must treat each other and those they deal with externally with dignity, fairness and respect. The Company’s employees must guard against harassment in the workplace; • Maintaining codes of conduct and performance standards that establish sound conditions of work and disciplinary procedures in compliance with all applicable laws and which uphold human rights principles. Remuneration and incentive systems are equitable and transparent; • Establishing and developing integrated employment management systems that seek to elevate employee engagement within the Company to a recognised competitive advantage; and • Including demonstrating the “Base Way” as a specific accountability in every role description. A key focus of the Company since before the commencement of operations in late 2013, has been the establishment of an operational workforce that delivers on commitments to maximise employment opportunities for local communities, whilst achieving the highest standards of operational and safety performance. As at 30 June 2015, the Company is pleased to report that it employed 95% Kenyan national employees at Kwale, which represents 95% for the group. The Company has systems in place to drive a structured transfer of skills that will see this proportion increase over time. With the focus to date appropriately being on maximising Kenyan participation, workforce establishment and performance enhancement, no measurable objectives for achieving gender diversity were set by the Board for the 2015 financial year (and therefore the Company is not able to disclose progress towards achieving any such objectives as provided for by ASX Recommendation 1.5(c)). However, with operational ramp-up now completed, in July 2015, the Company’s Diversity Standard was revised to require that the Board set measurable objectives for achieving gender diversity, for those objectives to be reviewed annually and for the Board to assess annually progress in achieving those objectives. 54 BASE RESOURCES LIMITED ANNUAL REPORT 2015 As at 30 June 2015, gender diversity at the Company was as follows: CATEGORY Board Senior executive/management (being Stratums V, IV and III) Stratum II and below Whole organisation MEN WOMEN TOTAL WOMEN REPRESENTATION 7 17 533 557 0 3 97 100 7 20 630 657 0% 15% 15% 15% AVAILABILITY OF KEY CORPORATE GOVERNANCE DOCUMENTS The following suite of the Company’s key corporate governance policies and procedures are available from the Company’s website at www.baseresources.com.au/company-profile/governance/. • Constitution • Board Governance Plan (including all Board Committee Charters) • Code of Conduct • Securities Trading Policy • Continuous Disclosure and Market Communications Policy • Risk Management Policy • Environment Policy • Communities Policy • Employment Policy • Diversity Standard • Health and Safety Policy 55 CONSOLIDATED FINANCIAL STATEMENTS lead auditor’s independence declaration UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 !"⨿$ Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To: the directors of Base Resources Limited To: the directors of Base Resources Limited I declare that, to the best of my knowledge and belief, in relation to the audit for the financial I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year year ended 30 June 2015 there have been: ended 30 June 2014 there have been: (i) (i) (ii) (ii) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and no contraventions of any applicable code of professional conduct in relation to the audit. no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and no contraventions of any applicable code of professional conduct in relation to the audit. KPMG KPMG Graham Hogg Partner Graham Hogg Perth Partner 22 September 2015 Perth 16 September 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. Liability limited by a scheme approved under Professional Standards Legislation. 56 31 BASE RESOURCES LIMITED ANNUAL REPORT 2015 consolidated statement of profit or loss and other comprehensive income FOR THE YEAR ENDED 30 JUNE 2015 Sales revenue Cost of sales Profit from operations Corporate and external affairs Community development costs Selling and distribution costs Other expenses Profit / (loss) before financing income and income tax Financing costs Loss before income tax Income tax expense Net loss for the year Other comprehensive income Items that may be reclassified subsequently to profit or loss: Foreign currency translation differences – foreign operations Total other comprehensive income / (loss) for the year Total comprehensive income / (loss) for the year Net (Loss) / earnings per share Basic (loss) / earnings per share (cents per share) Diluted (loss) / earnings per share (cents per share) The accompanying notes form part of these consolidated financial statements. NOTE 2 3 6 5 5 2015 $000s 145,501 (114,725) 30,776 (10,832) (3,945) (2,391) (262) 13,346 (29,305) (15,959) (80) (16,039) 29,336 29,336 13,297 Cents (2.85) (2.85) 2014 $000s 29,115 (25,673) 3,442 (8,706) (2,298) (738) (1,261) (9,561) (4,415) (13,976) (94) (14,070) (2,031) (2,031) (16,101) Cents (2.50) (2.50) 57 CONSOLIDATED FINANCIAL STATEMENTS consolidated statement of financial position AS AT 30 JUNE 2015 NOTE 30 JUNE 2015 $000s 30 JUNE 2014 $000s Current assets Cash and cash equivalents Trade and other receivables Inventories Other current assets Total current assets Non-current assets Capitalised exploration and evaluation Property, plant and equipment Inventories Restricted cash Total non-current assets Total assets Current liabilities Trade and other payables Borrowings Provisions Deferred revenue Other liability Total current liabilities Non-current liabilities Borrowings Provisions Deferred revenue Other liability Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Accumulated losses Total equity 7 8 9 10 9 11 12 13 14 15 13 14 15 16 40,906 54,481 31,584 5,853 132,824 1,432 420,983 - 6,532 428,947 561,771 21,866 70,057 1,239 2,159 636 95,957 211,812 27,313 5,171 - 244,296 340,253 221,518 214,131 49,706 (42,319) 221,518 20,945 33,265 20,049 3,007 77,266 1,120 386,153 1,106 5,406 393,785 471,051 11,322 49,887 1,180 - - 62,389 177,667 21,696 5,181 1,106 205,650 268,039 203,012 213,669 16,085 (26,742) 203,012 The accompanying notes form part of these consolidated financial statements. 58 BASE RESOURCES LIMITED ANNUAL REPORT 2015 consolidated statement of changes in equity FOR THE YEAR ENDED 30 JUNE 2015 ISSUED CAPITAL ACCUMULATED LOSSES $000s $000s 213,669 - - - - (12,672) (14,070) - (14,070) - 213,669 (26,742) SHARE BASED PAYMENT RESERVE FOREIGN CURRENCY TRANSLATION RESERVE $000s 1,764 - - - $000s 15,364 - (2,031) (2,031) TOTAL $000s 218,125 (14,070) (2,031) (16,101) 988 2,752 - 988 13,333 203,012 213,669 - - - (26,742) (16,039) - (16,039) 2,752 13,333 - - - - 29,336 29,336 203,012 (16,039) 29,336 13,297 Balance at 1 July 2013 Loss for the year Other comprehensive loss Total comprehensive loss for the year Transactions with owners, recognised directly in equity Share based payments Balance at 30 June 2014 Balance at 1 July 2014 Loss for the year Other comprehensive income Total comprehensive income for the year Transactions with owners, recognised directly in equity Share based payments Balance at 30 June 2015 462 462 214,131 (42,319) 4,285 7,037 - 5,209 42,669 221,518 The accompanying notes form part of these consolidated financial statements. 59 CONSOLIDATED FINANCIAL STATEMENTS consolidated statement of cash flows FOR THE YEAR ENDED 30 JUNE 2015 NOTE 2015 $000s 2014 $000s Cash flows from operating activities Receipts from customers Payments in the course of operations Other Net cash from / (used in) operating activities 19 Cash flows from investing activities Interest receipts Payments for exploration and evaluation Purchase of property, plant and equipment Proceeds on disposal of property, plant and equipment Payments for mine development Research and development incentive claim received Security deposits Net cash used in investing activities Cash flows from financing activities Proceeds from debt financing Repayment of borrowings Debt finance service costs and facility fees Net cash (used in) / from financing activities Net increase / (decrease) in cash held Cash at beginning of year Effect of exchange fluctuations on cash held Cash at end of year The accompanying notes form part of these consolidated financial statements. 7 132,443 (94,131) (98) 38,214 271 (96) (9,129) 2 - - (113) (9,065) 26,126 (14,369) (25,210) (13,453) 15,696 20,945 4,265 40,906 22,442 (26,087) 12 (3,633) 355 (199) (5,137) - (111,673) 5,030 (348) (111,972) 48,654 - (9,991) 38,663 (76,942) 98,123 (236) 20,945 60 BASE RESOURCES LIMITED ANNUAL REPORT 2015 notes to the consolidated financial statements FOR THE YEAR ENDED 30 JUNE 2015 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES Reporting entity Base Resources Limited is a company domiciled in Australia. The registered address is located at Level 1, 50 Kings Park Road, West Perth, WA, 6005. The consolidated financial statements of the Company as at and for the year ended 30 June 2015 comprises the Company and its wholly owned subsidiaries (together referred to as the “Group”). The Group is a for-profit entity and primarily involved in the operation of the Kwale Mineral Sands Mine in Kenya. Basis of preparation Statement of compliance The consolidated financial statements is a general purpose financial report prepared in accordance with Australian Accounting Standards (AASBs) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The consolidated financial statements comply with International Financial Reporting Standards (IFRSs) and interpretations adopted by the International Accounting Standards Board. The consolidated financial statements were approved by the Board of Directors on 22nd September 2015. Basis of measurement The financial report has been prepared on an accruals basis and is based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. Financial position The consolidated financial report has been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the normal course of business. The Group held cash on hand as at 30 June 2015 of $40.9 million. As at 30 June 2015, the Group held net assets of $221.5 million and had a net working capital surplus of $36.9 million. This includes $69.7 million in scheduled principal repayments for the Kwale Project Finance Facility in December 2015 and June 2016. Net cash inflows from operating and investing activities for the year ended 30 June 2015 was $29.1 million. The financial position of the Group has been significantly impacted by the current challenging market conditions for mineral sands products. The Directors consider the going concern basis of preparation to be appropriate based on forecast cash flows. The achievement of the cash flow forecast is dependent upon mineral sands prices, meeting production output and cost forecasts, the receipt of VAT refunds as expected and the successful refinancing of the Kwale Project Debt Facility. The Group is currently in the process of seeking to refinance the Kwale Project Debt Facility, which would deliver a repayment profile more appropriate to the cash flow forecast of the Kwale Project. Confirmations of credit approval have been received from the majority of lenders, with remaining lenders credit approval processes remaining in progress. Completion of the refinancing is subject to the agreement and execution of final terms and documentation. In accordance with the proposed refinancing of the Kwale Project Debt Facility, all tranches of the refinanced facility are to be repaid over a five year period, with repayments likely to commence from December 2015. The current repayment profile of the existing facility is expected to be replaced with lower initial repayments over the first two years. The Directors are confident the refinancing will be completed and that the lenders will collectively agree to acceptable terms. Under the terms of the existing Kwale Project Debt Facility, “Project Completion” was required to be achieved by 30 September 2015, which, subsequent to year end, has been extended by the Lenders to the earlier of completion of the refinancing or 31 December 2015. Failure to achieve Project Completion by this date would, unless waived or extended further by the Lenders, trigger an event of default under the facility. In June 2015, all operational requirements for achieving Project Completion were successfully passed, including physical and economic tests conducted over a continuous 90 day test period. Outstanding regulatory and compliance components of Project Completion are proposed to be removed under the refinanced facility. Until the refinancing is complete and the first repayment has occurred, Base Resources Limited, the Australian parent entity, will not be able to withdraw funds from Base Titanium Limited, the subsidiary owning and operating the Kwale Project and borrower under the debt facility. As a result, Base Resources Limited will be required to secure additional funding in the next 12 months in order to meet corporate expenditure. The Directors are confident additional funding can be secured. Should the Group not secure the refinancing of the Kwale Project Finance Facility as contemplated or secure alternative funding, and not secure additional funding at the corporate level, there is material uncertainty as to whether the Group will be able to continue as a going concern and realise its assets and extinguish its liabilities in the normal course of business at the amounts stated in the financial report. The financial report does not include adjustments relating to the recoverability and classification of recorded asset amounts nor to the amount and classification of liabilities that might be necessary should the Group not continue as a going concern. Functional and presentation currency These consolidated financial statements are presented in Australian dollars, which is the Company’s functional currency and all values are rounded to the nearest thousand dollars ($000s) unless otherwise stated. The functional currency for the subsidiaries is United States dollars. 61 CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Critical accounting estimates and judgements The directors make estimates and judgements in the preparation of the financial report that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. EXPLORATION AND EVALUATION EXPENDITURE Determining the recoverability of exploration and evaluation expenditure capitalised in accordance with the Group’s accounting policy (refer note 1e), requires estimates and assumptions as to the future events and circumstances in particular, whether successful development and commercial exploitation, or alternatively sale, of the respective areas of interest will be achieved. Critical to this assessment is estimates and assumptions as to the timing of expected cash flows, exchange rates, commodity prices and future capital requirements. Changes in these estimates and assumptions as new information about the presence or recoverability of an ore reserve becomes available, may impact the assessment of the recoverable amount of exploration and evaluation assets. If, after having capitalised the expenditure under accounting policy (note 1e), a judgment is made that recovery of the expenditure is unlikely, an impairment loss is recorded in the Statement of Profit or Loss and Other Comprehensive Income in accordance with accounting policy (note 1k). MINE CLOSURE AND REHABILITATION OBLIGATIONS Provision is made for the anticipated costs of future closure and rehabilitation of mining areas. These future cost estimates are discounted to their present value. The calculation of these provision estimates requires assumptions such as application of environmental legislation, plant closure dates, available technologies, engineering cost estimates and discount rates. A change in any of the assumptions used may have a material impact on the carrying value of mine closure and rehabilitation obligations. ORE RESERVES AND RESOURCES ESTIMATES The estimated quantities of economically recoverable reserves and resources are based upon interpretations of geological and geophysical models and require assumptions to be made regarding factors such as estimates of short and long-term exchange rates, estimates of short and long-term commodity prices, future capital requirements and future operating performance. Changes in reported reserves and resources estimates can impact the carrying value of property, plant and equipment, intangible assets, provisions for mine closure and rehabilitation obligations, the recognition of deferred tax assets, as well as the amount of depreciation and amortisation charged to the Statement of Profit or Loss and Other Comprehensive Income. 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. The fair value is determined by a recognised valuation model, using the assumptions detailed in note 22. TAXATION Balances related to taxation disclosed in the financial statements and the notes thereto are based on the best estimates of directors. These estimates take into account both the financial performance and position of the Group as they pertain to current income taxation legislation, and the directors understanding thereof. No adjustment has been made for pending or future taxation legislation. The current income tax position represents the directors’ best estimate, pending an assessment by the tax authorities in Australia and jurisdictions where it has foreign operations. In accordance with the group’s accounting policies for deferred taxes (refer note 1c), a deferred tax asset is recognised for unused tax losses only if it is probable that future taxable profits will be available to utilise those losses. Determination of future taxable profits requires estimates and assumptions as to future events and circumstances, in particular, whether successful development and commercial exploitation, or alternatively, sale of the respective areas of interest will be achieved. This includes estimates and judgements about commodity prices, exchange rates, future capital requirements, future operational performance and the timing of estimated cash flows. Changes in these estimates and assumptions could impact on the amount and probability of estimated taxable profits and accordingly the recoverability of deferred tax assets. The carrying amount of deferred tax assets are set out in note 6. Significant accounting policies (a) Principles of consolidation The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by Base Resources Limited at the end of the reporting period. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. 6262 BASE RESOURCES LIMITED ANNUAL REPORT 2015notes to the consolidated financial statements NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (a) Principles of consolidation (continued) Where controlled entities have entered or left the Group during the year, the financial performance of those entities are included only for the period of the year that they were controlled. A list of controlled entities is contained in note 21 to the financial statements. In preparing the consolidated financial statements, all inter-group balances and transactions between entities in the consolidated group have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with those adopted by the parent entity. (b) Foreign currency FOREIGN CURRENCY TRANSACTIONS Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. Non-monetary items in a foreign currency that are measured in terms of historical cost are translated using the exchange rate at the date of the transaction. Foreign currency differences arising on retranslation are recognised in Profit or Loss. FOREIGN OPERATIONS The assets and liabilities of foreign operations are translated to the functional currency at exchange rates at the reporting date. The income and expenses of foreign operations, are translated to Australian dollars at exchange rates at the dates of the transactions. Foreign currency differences are recognised in other comprehensive income, and presented in the foreign currency translation reserve (translation reserve) in equity. When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of a net investment in a foreign operation and are recognised in other comprehensive income, and are presented in the translation reserve in equity. (c) Income tax The income tax expense / benefit for the year comprise current income tax expense / benefit and deferred tax expense / benefit. Current income tax expense charged to the Statement of Profit or Loss and Other Comprehensive Income is the expected tax payable or recoverable on the taxable income or loss calculated using applicable income tax rates enacted, or substantially enacted, as at reporting date, and any adjustment to tax payable in respect of previous years. Current tax liabilities / assets are therefore measured at the amounts expected to be paid to / recovered from the relevant taxation authority. Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well unused tax losses. Current and deferred income tax expense / benefit charged or credited directly to equity instead of the Statement of Profit or Loss and Other Comprehensive Income when the tax relates to items that are credited or charged directly to equity. Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss. Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised. Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled. (d) Property, plant and equipment Each class of property, plant and equipment is carried at cost less, where applicable, any accumulated depreciation and impairment losses. Plant and equipment is measured on the historical cost basis. Costs include expenditure that is directly attributable to the acquisition of the asset. 6363 CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (d) Property, plant and equipment (continued) Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are recognised in the Statement of Comprehensive Income during the financial period in which they are incurred. The gain or loss on disposal of an item of plant and equipment is determined by comparing the proceeds from disposal with the carrying amount of the property, plant and equipment, and is recognised net within other income / other expenses in the Statement of Profit or Loss and Other Comprehensive Income. Mine property and development assets include costs transferred from exploration and evaluation assets once technical feasibility and commercial viability of an area of interest are demonstrable, and also includes subsequent costs to develop the mine to the production phase. Any ongoing costs associated with mining which are considered to benefit mining operations in future periods are capitalised. DEPRECIATION The depreciable amount of all buildings, plant and equipment, but excluding freehold land, is depreciated on a straight line basis over the asset’s useful life to the Group commencing from the time the asset is held ready for use. The depreciation methods used for each class of depreciable assets are: CLASS OF PLANT AND EQUIPMENT DEPRECIATION METHOD Buildings Plant and equipment Mine property and development Straight line at 5% per annum Straight line at 10% to 30% per annum Straight line over remaining mine life The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. (e) Exploration and evaluation expenditure Exploration for and evaluation of mineral resources is the search for mineral resources after the entity has obtained legal rights to explore in a specific area, as well as the determination of the technical feasibility and commercial viability of extracting the mineral resource. Accordingly, exploration and evaluation expenditure are those expenditures incurred by the Group in connection with the exploration for and evaluation of mineral resources before the technical feasibility and commercial viability of extracting a mineral resource are demonstrable. Accounting for exploration and evaluation expenditure is assessed separately for each ‘area of interest’. An ‘area of interest’ is an individual geological area which is considered to constitute a favourable environment for the presence of a mineral deposit or has been proved to contain such a deposit. For each area of interest the expenditure is recognised as an exploration and evaluation asset when the rights of tenure to that area of interest are current and the expenditure is expected to be recouped through successful development and exploitation of an area of interest, or alternatively by its sale, and where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. General and administrative costs are allocated to, and included in, the cost of exploring and evaluation assets only to the extent that those costs can be related directly to operational activities in the area of interest to which the exploration and evaluation assets relate. In all other instance, these costs are expenses as incurred. Accumulated costs in relation to an abandoned area are written off in full to the Statement of Profit or Loss and Other Comprehensive Income in the year in which the decision to abandon the area is made. IMPAIRMENT TESTING OF EXPLORATION AND EVALUATION ASSETS Exploration and evaluation assets are assessed for impairment if sufficient data exists to determine technical feasibility and commercial viability or facts and circumstances suggest that the carrying amount exceeds the recoverable amount. (f) Mine development assets Mine development expenditure relates to costs incurred to access a mineral resource. It represents those costs incurred after the technical feasibility and commercial viability of extracting the mineral resource has been demonstrated and an identified mineral reserve is being prepared for production (but is not yet in production). Exploration and evaluation assets are assessed for impairment prior to their transfer to mine development assets. Significant factors considered in determining the technical feasibility and commercial viability of the project are the completion of a feasibility study, the existence of sufficient proven and probable reserves to proceed with development and approval by the board of directors to proceed with development of the project. Mine development expenditure includes: • Reclassified exploration and evaluation assets; • Direct costs of construction; and • An appropriate allocation of overhead and borrowing costs incurred in the construction phase. Capitalisation of mine development expenditure ceases once the mining property is capable of commercial production, at which point it is transferred to property, plant and equipment, and depreciated (refer note 1(d)). 6464 BASE RESOURCES LIMITED ANNUAL REPORT 2015notes to the consolidated financial statements NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (f) Mine development assets (continued) Any mine development expenditure incurred once a mine property is in production is immediately expensed to the Statement of Comprehensive Income except where it is probable that future economic benefits will flow to the entity, in which case it is capitalised as property, plant and equipment. (g) Inventories Inventories of heavy mineral concentrate and finished product are physically measured or estimated and valued at the lower of cost and net realisable value. Cost represents weighted average cost and includes direct costs and an appropriate portion of fixed and variable overhead expenditure, including depreciation and amortisation. Inventories of consumable supplies and spare parts to be used in production are valued at weighted average cost. Obsolete or damaged inventories are valued at net realisable value. A regular and ongoing review is undertaken to establish the extent of surplus items, and a provision is made for any potential loss on their disposal. Net realisable value is the net selling price less all costs still to be incurred in converting the relevant inventory to saleable product. (h) Mine closure and rehabilitation obligations Provisions are made for the estimated cost of mine closure and rehabilitation relating to areas disturbed during the mine’s operations up to the reporting date but not yet rehabilitated. Provision has been made in full for all the disturbed areas at the reporting date based on current estimates of costs to rehabilitate such areas, discounted to their present value based on expected future cash flows. The estimated costs include the current cost of rehabilitation necessary to meet legislative requirements. Changes in estimates are dealt with on a prospective basis as they arise. Uncertainty exists as to the amount of rehabilitation obligations which will be incurred due to the impact of changes in environmental legislation, and many other factors, including future developments, changes in technology, price increases and changes in interest rates. The amount of the provision relating to mine closure and rehabilitation obligations is recognised at the commencement of the mining project and/or construction of the assets where a legal or constructive obligation exists at that time. The provision is recognised as a liability, separated into current (estimated costs arising within twelve months) and non-current components based on the expected timing of these cash flows. A corresponding asset is included in mine property and mine development assets, only to the extent that it is probable that future economic benefits associated with the restoration expenditure will flow to the entity. The capitalised cost of this asset is recognised in property, plant and equipment and is amortised over the life of the mine. At each reporting date the rehabilitation liability is re-measured in line with changes in discount rates, and timing or amounts of the costs to be incurred. Mine closure and rehabilitation provisions are adjusted for changes in estimates. Adjustments to the estimated amount and timing of future closure and rehabilitation cash flows are a normal occurrence in light of the significant judgements and estimates involved. Changes in the liability relating to mine closure and rehabilitation obligations are added to or deducted from the related asset (where it is probable that future economic benefits will flow to the entity), other than the unwinding of the discount which is recognised as financing expenses in the Statement of Comprehensive Income. Changes to capitalised cost result in an adjustment to future amortisation charges. The provisions referred to above do not include any amounts related to remediation costs associated with unforeseen circumstances. (i) Finance income and expenses Financing income includes: • Interest income on cash and cash equivalents. Interest income is recognised as it accrues using the effective interest rate method. Financing expenses include: • Interest on short-term and long-term borrowings; • Amortisation of ancillary costs incurred in connection with the arrangement of borrowings; • Finance lease charges; and • The impact of the unwinding of discount on long-term provisions for mine closure and rehabilitation. Financing expenses are calculated using the effective interest rate method. Finance expenses incurred for the construction of any qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Other financing expenses are expensed as incurred. (j) Leases OPERATING LEASES 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. LEASED ASSETS Assets held by the Company under leases which transfer to the Company substantially all the risks and rewards of ownership are classified as finance leases. On initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset. 6565 CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (j) Leases (continued) Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. DETERMINING WHETHER AN ARRANGEMENT CONTAINS A LEASE At inception of an arrangement, the Company determines whether such an arrangement is or contains a lease. This will be the case if the following two criteria are met: • • the fulfilment of the arrangement is dependent on the use of a specific asset or assets; and the arrangement contains a right to use the assets. At inception or upon reassessment of the arrangement, the Company separates payments and other consideration required by such an arrangement into those for the lease and those for other elements on the basis of their relative fair values. If the Company concludes for a finance lease that it is impracticable to separate the payments reliably, then an asset and a liability are recognised at an amount equal to the fair value of the underlying asset. Subsequently, the liability is reduced as payments are made and an imputed finance cost on the liability is recognised using the Company’s incremental borrowing rate. (k) Impairment of assets At each reporting date, the Company reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to Profit or Loss. (l) Revenue The Group sells mineral sands under a range of International Commercial Terms (“Incoterms”). Product sales are recognised as revenue when the Group has transferred both the significant risks and rewards of ownership and control of the products sold and the amount of revenue can be measured reliably. The passing of risk to the customer is usually realised at the point that the physical control is transferred and is no longer under the physical control of the Group. The Incoterms set out the point at which the transfer of risk to the customer takes place and are the ultimate determinant. Contract terms for some of the Group’s sales allow for a price adjustment based on average market prices in the quarter that the product is shipped. Sales revenue for these products is recognised at the estimated fair value of the total consideration received or receivable, which takes into account the latest available market data at the balance date and excludes taxes or duty. (m) Provisions Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured (refer to note 1h for provision for rehabilitation). (n) Financial instruments NON-DERIVATIVE FINANCIAL ASSETS The Group initially recognises loans, receivables and deposits on the date that they are originated. All other financial assets are recognised initially on the date at which the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability. Financial assets and liabilities are offset and the net amount presented in the Statement of Financial Position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. LOANS AND RECEIVABLES Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses. CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash on hand and deposits held at call with banks. NON DERIVATIVE FINANCIAL LIABILITIES The Group initially recognises financial liabilities on the date at which the Group becomes a party to the contractual provisions of the instrument. Such liabilities are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest rate method. The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire. Other financial liabilities comprise trade and other payables. 6666 BASE RESOURCES LIMITED ANNUAL REPORT 2015notes to the consolidated financial statements NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (o) Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effects. (p) Earnings per share The Group presents basic and diluted earnings per share for its ordinary shares. Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders of the Company by the weighted average number of shares outstanding during the year. Diluted earnings per share is determined by adjusting the earnings attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares which comprise of vested and exercisable share options. (q) Employee benefits SHORT-TERM BENEFITS PAYABLE Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under the short-term incentive plan if the Group has a present legal or constructive obligation to pay this amount as a result of past services by the employee, and the obligation can be estimated reliably. DEFINED CONTRIBUTION PLANS Contributions are made by the Company to individual defined contribution superannuation plans for Australian directors and employees and are charged as an expense in the Statement of Comprehensive Income when incurred. EQUITY-SETTLED COMPENSATION The Group operates equity-settled, share-based payment, employee share and option schemes. The fair value of the equity to which employees become entitled is measured at grant date and recognised as an expense over the vesting period, with a corresponding increase to an equity account. The fair value of options and performance rights is ascertained using a recognised pricing model which incorporates all market vesting conditions. The number of shares and options expected to vest is reviewed and adjusted at each reporting date such that the amount recognised for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest. (r) Goods and services tax (GST), Value added tax (VAT) and other indirect taxes Revenues, expenses and assets are recognised net of the amount of indirect taxes, except where the amount of indirect tax incurred is not recoverable from the tax authorities in the relevant jurisdiction. In these circumstances the indirect tax is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of indirect taxes. Cash flows are presented in the statement of cash flows on a gross basis. (s) Segment reporting DETERMINATION AND PRESENTATION OF OPERATING SEGMENTS Operating segments are components of the Group about which separate financial information is available that is evaluated regularly by the Group’s senior executives in deciding how to allocate resources and in assessing performance. Segment information that is evaluated by the Group’s senior executives is prepared in conformity with the accounting policies adopted for preparing the consolidated financial statements of the Group. Segment results that are reported to the Group’s senior executives include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. The division of the Groups results into segments has been ascertained by reference to direct identification of revenue / cost centres and where interrelated segment costs exist, an allocation has been calculated on a pro rata basis of the identifiable costs. (t) New accounting standards adopted in the current period A number of new standards and amendments to standards are effective for annual periods beginning after 1 July 2015, however, the Group has not applied the new or amended standards in preparing these consolidated financial statements. Those which may be relevant to the Group are set out below. The Group does not plan to adopt these standards early. AASB 9 Financial Instruments includes revised guidance on the classification and measurement of financial instruments, including a new expected credit loss model for calculating impairment on financial assets, and the new general hedge accounting requirements. AASB 9 is effective for annual reporting periods beginning on or after 1 January 2018, with early adoption permitted. The Group is assessing the potential impact on its consolidated financial statements resulting from the application of AASB 9. AASB 15 Revenue from Contracts with Customers – AASB 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognised. It replaces existing revenue recognition guidance, including AASB 18 Revenue, AASB 11 Construction Contracts and IFRIC 13 Customer Loyalty Programmes. AASB 15 is effective for annual reporting periods beginning on or after 1 January 2018, with early adoption permitted. The Group is assessing the potential impact on its consolidated financial statements resulting from the application of AASB 15. 6767 CONSOLIDATED FINANCIAL STATEMENTS NOTE 2: COST OF SALES Operating costs Changes in inventories of ore and concentrate Royalties expense Depreciation and amortisation NOTE 3: FINANCING (COSTS) / INCOME (Loss) / gain on foreign exchange transactions Interest income Interest expense, inclusive of interest withholding tax Unwinding of discount on provision for rehabilitation Amortisation of capitalised borrowing costs Financing expenses NOTE 4: AUDITORS’ REMUNERATION Auditing or reviewing financial reports Taxation services Other services 2015 $000s 64,684 (1,903) 10,470 41,474 114,725 2015 $000s (2,366) 270 (18,926) (2,117) (3,306) (2,860) (29,305) 2015 $000s 259,206 282,030 10,000 551,236 2014 $000s 15,521 (755) 1,875 9,032 25,673 2014 $000s 235 351 (3,819) (64) - 1,118 (4,415) 2014 $000s 244,523 193,209 - 437,732 NOTE 5: EARNINGS / (LOSS) PER SHARE Loss used to calculate basic / diluted loss per share 2015 $000s 2014 $000s (16,039) (14,070) Weighted average number of ordinary shares on issue used in the calculation of basic earnings / (loss) per share Weighted average number of ordinary shares on issue used in the calculation of diluted earnings / (loss) per share 563,224,609 561,840,029 563,224,609 561,840,029 In 2015, 78,025,062 (2014: 16,600,000) additional weighted average shares were not included in the calculation of diluted earnings per share as they are anti-dilutive. 6868 BASE RESOURCES LIMITED ANNUAL REPORT 2015notes to the consolidated financial statements NOTE 6: INCOME TAX a. Major components of income tax / (benefit) for the year Current income tax Income tax (benefit) / expense Income tax expense reported in comprehensive income Items related to equity Deferred income tax related to items charged or credited directly to equity Share issue costs Deferred tax asset not recognised 2015 $000s 2014 $000s 80 80 109 (109) - 94 94 132 (132) - b. Reconciliation of income tax expense to prima facie tax payable The prima facie tax payable on loss from ordinary activities before tax is reconciled to the income tax expense as follows: Accounting loss before tax Prima facie tax on operating loss at 30% (2014: 30%) Add / (less) tax effect of: Non deductible items Unders and overs from prior year Share based payments Tax losses not recognised Other deferred tax assets not brought to account as realisation not considered probable Tax losses utilised Other changes in recognised deductible temporary differences Recognition of tax effect of previously unrecognised losses Effect of tax rates in foreign jurisdictions Income tax attributable to operating loss c. Deferred tax assets recognised Tax losses Kenya Other Deferred tax liabilities recognised Property, plant and equipment Net deferred tax asset recognised (15,959) (4,788) 2,439 - 212 1,150 1,646 (5,267) 4,540 - 148 80 43,646 1,611 45,257 (13,976) (4,193) 1,193 70 173 1,215 427 - (41,034) 40,893 1,350 94 40,233 210 40,443 (45,257) (40,443) - - 6969 CONSOLIDATED FINANCIAL STATEMENTS NOTE 6: INCOME TAX (CONTINUED) Deductible temporary differences Tax losses Australia Tax losses other 2015 $000s 483 4,782 67 5,332 2014 $000s 973 3,604 43 4,620 Potential deferred tax assets attributable to tax losses and exploration expenditure carried forward have not been brought to account at 30 June 2015 and 2014 because the directors do not believe it is appropriate to regard realisation of the deferred tax assets as probable at this point in time. These benefits will only be obtained if: i. The company derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the loss and exploration expenditure to be realised; ii. The company continues to comply with conditions for deductibility imposed by law; and iii. No changes in tax legislation adversely affect the company in realising the benefit from the deductions for the loss and exploration expenditure. NOTE 7: CASH AND CASH EQUIVALENTS Cash at bank and in hand NOTE 8: TRADE AND OTHER RECEIVABLES Current Trade receivables VAT receivables Other receivables 2015 $000s 40,906 2015 $000s 21,573 32,892 16 54,481 2014 $000s 20,945 2014 $000s 6,672 26,513 80 33,265 7070 BASE RESOURCES LIMITED ANNUAL REPORT 2015notes to the consolidated financial statements NOTE 9: INVENTORIES Current Heavy mineral concentrate and other intermediate stockpiles – at cost Finished goods stockpiles – at cost Stores and consumables – at cost Total current inventories Non-current Stores and consumables – at cost NOTE 10: PROPERTY, PLANT AND EQUIPMENT Plant and equipment At cost Accumulated depreciation Mine property and development At cost Accumulated depreciation Buildings At cost Accumulated depreciation Capital work in progress At cost Total Property, Plant and Equipment 2015 $000s 8,359 11,860 11,365 31,584 - 31,584 2014 $000s 2,088 13,027 4,934 20,049 1,106 21,155 2015 $000s 2014 $000s 277,745 (38,687) 239,058 195,139 (21,307) 173,832 7,800 (1,194) 6,606 1,487 420,983 225,292 (9,917) 215,375 165,911 (3,484) 162,427 6,355 (499) 5,856 2,495 386,153 7171 CONSOLIDATED FINANCIAL STATEMENTS NOTE 10: PROPERTY, PLANT AND EQUIPMENT (CONTINUED) PLANT & EQUIPMENT MINE PROPERTY AND DEVELOPMENT BUILDINGS CAPITAL WORK IN PROGRESS Balance at 1 July 2013 Additions $000s 10,466 2,443 $000s - - Transfers from mine development 209,265 165,911 Transfers Depreciation capitalised to mine development Depreciation expense Effects of movement in foreign exchange 1,891 (2,975) (5,590) (125) - - (3,484) - Balance at 30 June 2014 215,375 162,427 Balance at 1 July 2014 215,375 162,427 Additions Transfers Disposals Reduction in mine rehabilitation asset Depreciation expense Effects of movement in foreign exchange Balance at 30 June 2015 3,441 2,306 (14) - (26,812) 44,762 239,058 6,644 707 - (1,854) (17,341) 23,249 173,832 $000s 1,776 - 4,554 17 (350) (120) (21) 5,856 5,856 122 - - - (591) 1,219 6,606 NOTE 11: RESTRICTED CASH Restricted cash $000s 17 4,386 TOTAL $000s 12,259 6,829 - 379,730 (1,908) - - - - (3,325) (9,194) (146) 2,495 386,153 2,495 1,486 (3,013) - - - 519 1,487 386,153 11,693 - (14) (1,854) (44,744) 69,749 420,983 2015 $000s 6,532 2014 $000s 5,406 As a condition of the Kwale Project Debt Facility, US$5 million was placed on deposit with Nedbank Limited, representing a customer performance guarantee. The funds may only be utilised if and when a loss is suffered as a result of a breach by the customer of its obligations under the offtake agreement it has entered into with Base Titanium Limited. NOTE 12: TRADE AND OTHER PAYABLES Trade and other creditors Accruals 2015 $000s 11,982 9,884 21,866 2014 $000s 5,925 5,397 11,322 Trade creditors are non-interest bearing and are normally settled on 30 day terms. 7272 BASE RESOURCES LIMITED ANNUAL REPORT 2015notes to the consolidated financial statements NOTE 13: BORROWINGS Current Kwale Project Debt Facility (a) Finance lease liabilities Total current borrowings Non-current Kwale Project Debt Facility (a) Taurus Facility (b) Capitalised borrowing costs (a) Amortisation of capitalised borrowing costs (a) Finance lease liabilities Total non-current borrowings Total borrowings a. Kwale Project Debt Facility 2015 $000s 69,659 398 70,057 196,826 26,126 (19,838) 7,686 1,012 211,812 281,869 2014 $000s 49,589 298 49,887 182,869 - (10,548) 4,179 1,167 177,667 227,554 In November 2011, the Group entered into project debt finance agreements for the development and construction of the Kwale Mineral Sands Project (“Kwale Project Debt Facility”). In November 2014, the Kwale Project Debt Facility was rescheduled in order to realign the repayment schedule to reflect the delay in commencement of sales from the Kwale Project to February 2014, from the original expectation of October 2013 when the facility was initially arranged. The Kwale Project Debt Facility consists of three tranches totalling US$215 million. The different tranches of the Kwale Project Debt Facility carry interest rates of LIBOR plus a margin range of between 510 – 835 basis points during the construction and ramp-up period, then 420 – 795 basis points subsequent to Project Completion pursuant to the relevant facility agreements. An additional margin of 20 basis points is applicable following the restructured Kwale Project Debt Facility. The debt facilities have a remaining tenor of between 3 and 5 years. The security for the above debt facilities is a fixed and floating charge over all the assets of Base Titanium Limited (“BTL”) and the shares in BTL held by Base Titanium (Mauritius) Limited (“BTML”) and Base Resources Limited (“BRL”) and the shares held in BTML by BRL. In addition, a shareholder support agreement is in place that requires BRL to do all things necessary to cause the project to achieve Project Completion by no later than 30 September 2015. The weighted average effective interest rate on the facilities at 30 June 2015 is 6.65% (30 June 2014: 5.92%). In accordance with International Financial Reporting Standards, all transaction costs directly attributable to securing the debt facilities are capitalised and offset against drawn loan amounts. Capitalised borrowing costs are amortised over the life of the loan using the effective interest rate method. b. Taurus Facility In December 2014, the Group executed a US$20 million unsecured debt facility with one of its major shareholders, Taurus Funds Management (“Taurus Facility”), in order to provide corporate working capital and a means to satisfy the Liquidity Injection. Interest is payable at 10% with a loan maturity of 31 December 2016. Principal repayments commence from 31 December 2015, with 50% of all cashflows available to be swept to the Parent entity from the Kwale Project to be utilised in repaying the Taurus Facility. In addition, Taurus is entitled to 61,425,061 unlisted share options over unissued fully paid shares, for nil consideration and exercisable at $0.40, with half being issued at execution and half pro rata on facility drawdown above US$5 million. In January 2015, an initial drawdown of US$3 million was made to provide funds for corporate working capital and in June 2015 the remaining US$17 million was drawn down in order to provide the funds to satisfy the Liquidity Injection and provide further corporate working capital. 7373 CONSOLIDATED FINANCIAL STATEMENTS NOTE 14: PROVISIONS Current Employee benefits Income tax liability Non-current Mine closure and rehabilitation Employee benefits Movement in mine closure and rehabilitation: Balance at 1 July Effects of movement in foreign exchange (Decrease) / increase in rehabilitation estimate Unwinding of discount Balance at 30 June 2015 $000s 1,212 27 1,239 27,270 43 27,313 21,663 4,510 (1,132) 2,229 27,270 2014 $000s 1,143 37 1,180 21,663 33 21,696 2,145 (27) 19,451 94 21,663 The mine closure and rehabilitation obligations have been recorded initially as a liability at fair value, assuming a risk-free discount rate equivalent to the average of 10 and 20 year US Government bonds of 2.81% as at 30 June 2015 (2014: 2.81%) and an inflation factor of 2.35% (2014: 2.49%). Although the ultimate amount to be incurred is uncertain, management has, at 30 June 2015, estimated the asset retirement cost of work completed to date using an expected remaining mine life of 10 years and a total undiscounted estimated cash flow of US$ 20,730,593 (2014: US$ 20,561,153). Management’s estimate of asset retirement costs has been independently reviewed by an external consultant for completeness, in 2014. NOTE 15: DEFERRED REVENUE Current Deferred revenue (a) Non-current Fee paid on execution of product sales agreement Amortisation of deferred revenue 2015 $000s 2,159 6,532 (1,361) 5,171 2014 $000s - 5,406 (225) 5,181 a. Deferred revenue During the 2015 financial year, the Group entered into an agency agreement for the sale of product. Under the terms of the agency agreement, a portion of the estimated product revenue was payable in advance, after shipping the product but prior to final sale. The advance payment received is recorded as deferred revenue until the final sale has occurred, after which it will be reclassified as sales revenue. 7474 BASE RESOURCES LIMITED ANNUAL REPORT 2015notes to the consolidated financial statements NOTE 16: ISSUED CAPITAL Ordinary share capital: Issued and fully paid DATE 1 July 2013 30 June 2014 1 July 2014 Performance rights vested under the Company’s LTIP 30 June 2015 2015 $000s 2014 $000s 214,131 213,669 NUMBER 561,840,029 561,840,029 561,840,029 2,062,742 563,902,771 $000s 213,669 213,669 213,669 462 214,131 All issued shares are fully paid. The Company does not have authorised capital or par value in respect of its issued shares. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. a. Performance rights For information relating to performance rights issued to key management personnel during the financial year, refer to note 22 share-based payments. NOTE 17: COMMITMENTS a. Exploration expenditure commitments The Group has rental and expenditure commitments in respect of its exploration licenses of: 2015 $000s 2014 $000s Payable not later than 12 months b. Operating lease commitments Payable not later than 12 months Payable between 12 months and 5 years 98 281 348 629 6 311 629 940 The company entered into a non-cancellable lease agreement for its office premises which expires in September 2017. The above represents the present value of the future minimum lease payments. 7575 CONSOLIDATED FINANCIAL STATEMENTS NOTE 17: COMMITMENTS (CONTINUED) c. Finance lease commitments Payable not later than 12 months Payable between 12 months and 5 years More than 5 years 2015 $000s 521 1,129 - 1,650 2014 $000s 431 1,366 - 1,797 The Company entered into an agreement for the provision of laboratory assay services from 1 September 2013. A portion of the contract relates to the provision of laboratory equipment, which has been deemed a finance lease under accounting policy note 1(j). The above represents the present value of the future minimum lease payments. d. Kwale Project operating expenditure commitments The outstanding operating expenditure commitments of the Group relating to Kwale mineral sands mine are as follows: Payable not later than 12 months 5,272 5,272 3,995 3,995 2015 $000s 2014 $000s NOTE 18: CONTINGENT LIABILITIES The Group is currently in discussions with the Kenyan Revenue Authority regarding the assessment of taxes incurred throughout the construction and operation of the Kwale Mineral Sands Project. The directors have not disclosed an estimation of the final position as discussions are currently ongoing, however this is not expected to have a material effect on the Group’s financial position. NOTE 19: RECONCILIATION OF (LOSS) / PROFIT AFTER INCOME TAX TO CASH FLOW FROM OPERATIONS Loss for the year Depreciation and amortisation Share based payments Exploration valuation write down Financing costs classified as financing activity Amortisation of deferred revenue Changes in assets and liabilities: Increase in receivables and other assets Increase in inventories Increase in trade and other payables Increase in provisions Cash flow from operations 7676 2015 $000s (16,039) 41,474 1,209 - 29,305 (1,002) (23,769) (10,428) 17,412 52 38,214 2014 $000s (14,070) 9,031 699 1,040 4,415 (225) (6,672) (755) 2,837 67 (3,633) BASE RESOURCES LIMITED ANNUAL REPORT 2015notes to the consolidated financial statements NOTE 20: SEGMENT REPORTING Identification of reportable segments The Group operates the Kwale mineral sands mine in Kenya, approximately 50 kilometres south from the deep water port of Mombasa. Other operations include the Group head office (which includes all corporate expenses that cannot be directly attributed to the Kwale mineral sands mine) and exploration in Kenya. 2015 2014 REPORTABLE SEGMENT KWALE OPERATIONS OTHER OPERATIONS KWALE OPERATIONS OTHER OPERATIONS $000s - (14,975) TOTAL $000s 145,501 (16,039) $000s 29,115 (5,261) 96 9,225 116,810 $000s - (8,809) 199 AS AT 30 JUNE 2015 AS AT 30 JUNE 2014 23,409 28,258 561,771 340,253 464,723 266,147 6,328 1,852 TOTAL $000s 29,115 (14,070) 117,009 471,051 267,999 Sales revenue Reportable (loss) / profit Capital Expenditure Total assets Total liabilities $000s 145,501 (1,064) 9,129 538,362 311,995 NOTE 21: RELATED PARTIES Controlled entities In April 2010 the Company incorporated its wholly owned subsidiary Base Titanium (Mauritius) Limited, a Mauritian incorporated Company. In July 2010 Base Titanium (Mauritius) Limited acquired 100% of Base Titanium Limited, a Kenya incorporated company. KMP compensation: Short-term employment benefits Post-employment benefits Share-based payments Other long term Other related party transactions: 2015 $000s 2014 $000s 4,926,705 3,884,729 125,000 905,699 88,551 100,000 795,641 14,621 6,045,955 4,794,991 In December 2014, the Group executed an unsecured debt facility with one of its major shareholders, Taurus Funds Management. Refer to note 13 for information on the Taurus Facility. NOTE 22: SHARE-BASED PAYMENTS a. Share options Granted options are as follows: Key management personnel RFC Corporate Limited Taurus Funds Management Taurus Funds Management GRANT DATE 30 June 2010 30 July 2010 23 December 2014 19 June 2015 NUMBER 17,000,000 1,000,000 30,712,531 30,712,530 ISSUE DATE 9 July 2010 13 August 2010 23 December 2014 19 June 2015 7777 CONSOLIDATED FINANCIAL STATEMENTS NOTE 22: SHARE-BASED PAYMENTS (CONTINUED) a. Share options (continued) Terms of granted options: 2010 Options granted to KMP on 30 June 2010 (issued on 9 July 2011) were as performance incentives to the Managing Director (5,000,000), the Executive Director – Operations & Development (10,000,000), the Non-Executive Chairman (800,000) and the other two Non-Executive Directors (600,000 each). All options were granted for nil consideration. Vesting conditions are such that 50% of each tranche vest upon the Company making a decision to commence development of the Kwale Project following the securing of the required project financing; and the remaining 50% vested on 19 March 2014, being the date the Board agreed that the first production of all products from the Kwale Project had been achieved. The fair value of the 17 million options granted to KMP during the 2010 financial year has been estimated at the date of grant using a Monte Carlo Simulation model using the following assumptions: risk-free interest rate of 4.6%; no dividend yield; volatility factor of the expected market price of the Company’s shares of 104%; and an expected life of options of 5 years. 2011 RFC Corporate Limited (“RFC”) were granted 1 million options on 30 July 2010 in respect of services provided. These options were granted for nil consideration and vested immediately. The fair value of the 1 million options granted to RFC during the 2011 financial year has been estimated at the date of grant using a Black & Scholes model using the following assumptions: risk-free interest rate of 5.39%; no dividend yield; volatility factor of the expected market price of the Company’s shares of 104%; and a contractual life of options of 5 years. 2015 In December 2014, the Group executed the Taurus Facility, which entitles Taurus to 61,425,061 unlisted share options over unissued fully paid shares, for nil consideration and exercisable at $0.40, with half being issued at execution and half pro rata on facility drawdown above US$5 million, which occurred in June 2015. The fair value of the 61,425,061 options granted during the 2015 financial year has been estimated at the date of grant using a Black & Scholes model using the following assumptions: risk-free interest rate of 3%; no dividend yield; volatility factor of the expected market price of the Company’s shares of 67% and 91% for each issue respectively; and a contractual life of 4 years. In July 2015, the expiry date of the vested options granted to directors was extended by 6 months to 9 January 2016. Summary of shares under option are as follows: Options outstanding as at 1 July 2013 Granted Exercised Options outstanding as at 30 June 2014 Options outstanding as at 1 July 2014 Granted Exercised Options outstanding and exercisable as at 30 June 2015 NUMBER 16,600,000 - - 16,600,000 16,600,000 61,425,061 - 78,025,061 WEIGHTED AVERAGE EXERCISE PRICE $0.18 - - $0.18 $0.18 $0.40 - $0.35 The exercise price of outstanding options at reporting date was $0.25 for 9,500,000 options, $0.09 for 7,100,000 options and $0.40 for 61,425,061 options. The options hold no voting or dividend rights. 7878 BASE RESOURCES LIMITED ANNUAL REPORT 2015notes to the consolidated financial statements NOTE 22: SHARE-BASED PAYMENTS (CONTINUED) b. Performance rights Granted performance rights are as follows: PERFORMANCE CYCLE DATE KMP OTHER EMPLOYEES 1 October 2012 1 October 2013 1 October 2014 3,868,858 5,818,959 7,598,994 1,001,473 1,445,153 2,283,342 TOTAL 4,870,331 7,264,112 9,882,336 Terms of granted performance rights Performance rights were granted to KMP and other senior staff under the terms of the LTIP. The LTIP operates on the basis of a series of cycles. Each cycle commences on 1 October and will be followed by a 3 year performance period, with a test date on the 3rd anniversary of the commencement of the Cycle. The first Cycle of the LTIP began on 1 October 2011. The LTIP contains performance criteria related to total shareholder return (“TSR”) to determine the proportion of performance rights which vest, as follows: • Half of the performance rights are subject to a relative TSR criteria (“relative TSR performance rights”); and • Half of the performance rights are subject to an absolute TSR criteria (“absolute TSR performance rights”). For any relative TSR performance rights to vest, Base Resources TSR over the three year performance period must rank above the 50th percentile of the TSR achieved by a defined comparator group of companies. If Base Resources TSR ranks at the 50th percentile of the comparator group, 50% of the relative TSR performance rights vest. If Base Resources TSR is above the 75th percentile of the comparator group, 100% of the relative TSR performance rights vest. For achievement between the 50th and 75th percentile, vesting is prorated between 50% and 100%. For any absolute TSR performance rights to vest, the absolute TSR of Base Resources over the three year performance period must be greater than or equal to 40.5%. If the TSR reaches 40.5%, 25% of the performance rights vest. TSR performance between 40.5% and 60% will result in pro rata vesting between 25% and 50%. If the TSR performance is 100% or more over the period, 100% of the absolute TSR performance rights vest. For TSR performance between 60% and 100%, vesting is prorated between 50% and 100%. All performance rights were granted for nil consideration. The fair value of the performance rights granted during the 2015 financial year has been estimated at the date of grant using a Monte Carlo Simulation model using the following assumptions: risk-free interest rate of 2.5%; no dividend yield; volatility factor of the expected market price of the Company’s shares of 55%; and a remaining life of performance rights of 2.87 years. The fair value of the performance rights is recognised over the service period which commenced prior to the date of grant of 1 October 2014. 7979 CONSOLIDATED FINANCIAL STATEMENTS NOTE 23: PARENT ENTITY DISCLOSURES As at, and throughout the financial year ended 30 June 2015, the parent entity of the consolidated group was Base Resources Limited. Financial performance of the parent entity Loss for the year Total comprehensive loss for the year Financial position of the parent entity Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Net assets Issued capital Share-based payment reserve Accumulated losses Total equity 2015 $000s (15,070) (15,070) 2015 $000s 23,074 190,927 214,001 2,075 26,169 28,244 185,757 214,131 7,037 (35,411) 185,757 2014 $000s (9,181) (9,181) 2014 $000s 5,863 191,515 197,378 1,726 34 1,760 195,618 213,669 2,752 (20,803) 195,618 Parent entity guarantee in respect of Kwale Project finance facility Base Resources Limited has entered into a shareholder support agreement in relation to the Kwale Project financing facility. Refer to note 13 for further details. 8080 BASE RESOURCES LIMITED ANNUAL REPORT 2015notes to the consolidated financial statements NOTE 24: FINANCIAL RISK MANAGEMENT The Groups activities expose it to a variety of financial risks such as: • Market risk consisting of commodity price risk, interest rate risk and currency exchange risk; • Credit risk; and • Liquidity risk. This note presents information about the Group’s exposure to each of the above risks. The Group’s financial instruments consist of deposits with banks, accounts receivable and payables. The totals for each category of financial instruments, measured in accordance with AASB 139 as detailed in the accounting policies to these financial statements, are as follows: Financial assets Cash and cash equivalents Trade and other receivables Financial liabilities Trade and other payables Kwale Project Debt Facility Taurus Facility Finance lease liabilities NOTE 7 8 12 13 13 13 2015 $000s 40,906 54,481 95,387 21,866 266,485 26,126 1,410 315,887 2014 $000s 20,945 33,265 54,210 11,322 232,458 - 1,465 245,245 Financial risk management policies The overall risk management strategy seeks to assist the Group in meeting its financial targets, whilst minimising potential adverse effects on financial performance. The senior executives of the Group meet on a regular basis to analyse treasury risks and evaluate treasury management strategies in the context of the prevailing economic conditions and forecasts. Risk management policies are approved and reviewed by the Board on a regular basis. Financial assets and liabilities of the Group are carried at amortised cost, which approximates fair value. Commodity price risk The Group is exposed to commodity price volatility on rutile sales made under contract terms which allow for a price adjustment based on average market prices in the quarter that the product is shipped. In accordance with the Group’s accounting policy, sales made under these terms that have not yet been subject to a final price adjustment are recognised at the estimated fair value of the total consideration received or receivable, which takes into account the latest available market data at the balance date. Sales revenues under these contract terms for the financial year ended 30 June 2015 total $73.6 million (2014: $14.0 million). If commodity prices increased / decreased by 10%, with all other variables held constant, the Group’s after tax loss would have decreased / increased by $7.4 million. There are $10.2 million of outstanding trade receivables subject to commodity price risk at 30 June 2015. Final market pricing advice for these sales is expected to be provided in the first half of financial year 2016. An interim adjustment to sales revenue has been recorded at the reporting date to estimate the fair value of these receivables based on the latest available market data, in accordance with the accounting policy. 8181 CONSOLIDATED FINANCIAL STATEMENTS NOTE 24: FINANCIAL RISK MANAGEMENT (CONTINUED) Interest rate risk In November 2011, the Group entered into project debt finance agreements for the development and construction of the Kwale Mineral Sands Project (“Kwale Project Debt Facility”). In November 2014, the Kwale Project Debt Facility was rescheduled in order to realign the repayment schedule to reflect the delay in commencement of sales from the Kwale Project to February 2014, from the original expectation of October 2013 when the facility was initially arranged. The Kwale Project Debt Facility consists of three tranches totalling US$215 million. The different tranches of the Kwale Project Debt Facility carry interest rates of LIBOR plus a margin range of between 510 – 835 basis points during the construction and ramp-up period, then 420 – 795 basis points subsequent to Project Completion pursuant to the relevant facility agreements. An additional margin of 20 basis points is applicable following the restructured Kwale Project Debt Facility. The debt facilities have a remaining tenor of between 3 and 5 years. The security for the above debt facilities is a fixed and floating charge over all the assets of Base Titanium Limited (“BTL”) and the shares in BTL held by Base Titanium (Mauritius) Limited (“BTML”) and Base Resources Limited (“BRL”) and the shares held in BTML by BRL. In addition, a shareholder support agreement is in place that requires BRL to do all things necessary to cause the project to achieve Project Completion by no later than 30 September 2015. In December 2014, the Group executed a US$20 million unsecured debt facility with one of its major shareholders, Taurus Funds Management (“Taurus Facility”), in order to provide corporate working capital and a means to satisfy the Liquidity Injection. Interest is payable at 10% with a loan maturity of 31 December 2016. In January 2015, an initial drawdown of US$3 million was made to provide funds for corporate working capital and in June 2015 the remaining US$17 million was drawn down in order to provide the funds to satisfy the Liquidity Injection and provide further corporate working capital. The majority of the Group’s cash deposits are held in project accounts with Nedbank Limited at variable interest rates. Fixed rate instruments Financial assets Financial liabilities Variable rate instruments Financial assets Financial liabilities CARRYING AMOUNT REALISABLE / PAYABLE WITHIN SIX MONTHS 2015 $000s 2014 $000s 2015 $000s 2014 $000s - (27,536) (27,536) - (1,465) (1,465) - - - - - - 40,906 (266,485) (225,579) 20,945 (232,458) (211,513) 40,906 (32,788) 8,118 20,945 (19,856) 1,089 Cash flow sensitivity analysis for variable rate instruments A change of 100 basis points in interest rates would have increased or decreased equity and profit or loss by the amounts shown below. This analysis assumes that all other variables remain constant. VARIABLE RATE INSTRUMENTS 100BP INCREASE 100BP DECREASE 100BP INCREASE 100BP DECREASE Profit or loss Equity (2,256) 2,256 2,256 (2,256) (2,115) 2,115 2,115 (2,115) 2015 $000s 2014 $000s 2015 $000s 2014 $000s 8282 BASE RESOURCES LIMITED ANNUAL REPORT 2015notes to the consolidated financial statements NOTE 24: FINANCIAL RISK MANAGEMENT (CONTINUED) Currency risk The Group is exposed to currency risk from bank balances, payables and receivables that are denominated in a currency other than the respective functional currencies of Group entities, being Australian dollar (AUD) and United States dollar (USD). The Australian dollar carrying amount of the Group’s financial assets and liabilities by its currency risk exposure at the reporting date is disclosed below: 30 JUNE 2015 IN $000s: Cash and cash equivalents Trade and other receivables Other current assets Trade and other payables Borrowings Net exposure 30 JUNE 2014 IN $000s: Cash and cash equivalents Trade and other receivables Other current assets Trade and other payables Net exposure AUD 3 - - (1,719) - (1,716) AUD 3 - 155 (77) 81 USD 21,805 - - (33) (26,126) (4,354) USD 69 - - (158) (89) KES 449 32,872 407 (3,768) - 29,960 KES 953 26,513 192 (4,035) 23,623 OTHER 4 - - (201) - (197) OTHER - - 198 (455) (257) TOTAL A$ 22,261 32,872 407 (5,721) (26,126) 23,693 TOTAL A$ 1,025 26,513 545 (4,725) 23,358 The following significant exchange rates applied during the year: AUD:USD AUD:KES Sensitivity analysis AVERAGE RATE 30 JUNE SPOT RATE 2015 0.8369 75.0812 2014 0.9178 78.3308 2015 0.7655 74.4678 2014 0.9249 81.3008 Based on the financial instruments held at reporting date, had the functional currencies weakened / strengthened by 10% and all other variables held constant, the Company’s after-tax profit / (loss) for the year to date would have been $2.4 million higher / lower (2014: $2.3 million higher / lower). Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Credit risk arises from cash and deposits with financial institutions as well as credit exposures to outstanding receivables. The Group is exposed to counterparty credit risk through sales of mineral sands products under normal terms of trade. The total sales revenue for the year ended 30 June 2015 was $145.5 million. Major customers who individually accounted for more than 10% of sales revenue contributed approximately 51% of sales revenue. These customers also represent 48% of the trade receivables balance at 30 June 2015. Credit risk arising from sales to customers is managed by the Group’s policy to only trade with companies with a credit rating of A+, or where such a rating is not available, sales are backed by Letters of Credit held with internationally recognised banks, or by restricted cash placed on deposit with Nedbank representing a customer performance guarantee (Note 11). The Group is owed $32.9 million in VAT receivable by the Government of Kenya (Note 8). 8383 CONSOLIDATED FINANCIAL STATEMENTS NOTE 24: FINANCIAL RISK MANAGEMENT (CONTINUED) Currency risk (continued) At the reporting date the carrying amounts of financial assets are adjusted for any impairment and represent the Company’s maximum exposure to credit risk, excluding the value of any collateral or other security, which was as follows: Financial assets – cash flow realisable Cash and cash equivalents Trade and other receivables Total anticipated inflows 2015 $000s 40,906 54,481 95,387 There were no impairment losses in relation to financial assets during the current or the comparative financial year. The maximum exposure to credit risk for financial assets at the reporting date by geographic region of the customer was: Australia Kenya Mauritius Total Liquidity risk 2015 $000s 22,420 72,965 2 95,387 2014 $000s 20,945 33,265 54,210 2014 $000s 5,121 49,086 3 54,210 Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with financial liabilities. The Group manages liquidity risk by conducting regular reviews of the timing of cash outflows and the maturity profiles of term deposits in order to ensure sufficient funds are available to meet its obligations. Financial liability maturity analysis 30 JUNE 2015 CARRYING AMOUNT $000s TOTAL $000s 2 MONTHS OR LESS 2 – 12 MONTHS 1 – 2 YEARS 2 – 5 YEARS MORE THAN 5 YEARS $000s $000s $000s $000s $000s CONTRACTUAL CASH FLOWS Trade and other payables 21,866 21,866 21,866 Kwale Project Debt Facility 266,485 306,889 Taurus Facility Finance lease liabilities 26,126 1,410 30,117 1,650 - - 87 - 86,857 2,656 434 - 80,531 27,461 521 - 139,501 - 608 315,887 360,522 21,953 89,947 108,513 140,109 - - - - - - 30 JUNE 2014 Trade and other payables 11,322 11,322 Kwale Project Debt Facility 232,458 266,450 Finance lease liabilities 1,465 1,797 11,322 2,371 72 - - - 60,396 69,414 130,772 3,497 359 431 935 - 245,245 279,569 13,765 60,755 69,845 131,707 3,497 8484 BASE RESOURCES LIMITED ANNUAL REPORT 2015notes to the consolidated financial statements NOTE 24: FINANCIAL RISK MANAGEMENT (CONTINUED) Capital Management Management controls the capital of the Group in order to maintain an appropriate working capital position to ensure that the Group can fund its operations and continue as a going concern. Capital is managed by assessing the Group’s financial risks and adjusting its capital structure in response to changes in these risks and in the market. Base is currently in the process of refinancing the Kwale Project Debt Facility, which will deliver a repayment profile more appropriate to the cash flows in the current challenging market environment. Confirmations of credit approval have been received from the majority of lenders, with remaining lenders credit approval expected shortly. Completion of the refinancing is subject to the agreement and execution of final terms and documentation, which is expected to be concluded over the next two months. Once completed, all tranches of the refinanced facility will be repayable over a five year period, with repayments likely to commence from December 2015. The currently front ended repayment profile of the existing facility will be replaced with lower initial repayments over the first two years. Under the terms of the existing Kwale Project Debt Facility, “Project Completion” must be achieved by the backstop date, which has been extended by the Lenders to the earlier of completion of the refinancing or 31 December 2015. Failure to achieve Project Completion by this date would, unless waived or extended further by the Lenders, trigger an event of default under the facility. In June 2015, all operational requirements for achieving Project Completion were successfully passed, including physical and economic tests conducted over a continuous 90 day test period. Outstanding regulatory and compliance components of Project Completion will fall away under the refinanced facility. Until the refinancing is complete and the first repayment has occurred, no funds can be distributed from Base Titanium Limited, the subsidiary owning and operating the Kwale Project and borrower under the debt facility, to other companies within the Group. 2015 $000s 40,906 54,481 31,584 5,853 (21,866) (70,057) (1,239) (2,159) (636) 36,867 2014 $000s 20,945 33,265 20,049 3,007 (11,322) (49,887) (1,140) - - 14,917 Cash and cash equivalents Trade and other receivables Inventories Other current assets Trade and other payables Borrowings Provisions Deferred revenue Other liability Working capital position NOTE 25: EVENTS AFTER THE REPORTING DATE There have been no significant after balance date events at the date of this report. NOTE 26: COMPANY DETAILS The principal place of business and registered office of the Company is: Base Resources Limited (ASX: BSE) Level 1 50 Kings Park Road West Perth Western Australia 8585 CONSOLIDATED FINANCIAL STATEMENTS directors’ declaration 1 In the opinion of the directors of Base Resources: (a) the consolidated financial statements and notes that are set out on pages 57 to 85 and the Remuneration Report in pages 30 to 46 in the Directors’ report, are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Group’s financial position as at 30 June 2015 and of its performance, for the financial year ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. 2 The directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the chief executive officer and chief financial officer for the financial year ended 30 June 2015. 3 The directors draw attention to note 1 to the consolidated financial statements, which includes a statement of compliance with International Financial Reporting Standards. Signed in accordance with a resolution of the directors: Keith Spence CHAIRMAN DATED at PERTH this 22nd day of September 2015 8686 BASE RESOURCES LIMITED ANNUAL REPORT 2015 independent auditor’s report TO THE MEMBERS OF BASE RESOURCES LIMITED !"⨿$ Independent auditor’s report to the members of Base Resources Limited Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 Report on the financial report To: the directors of Base Resources Limited We have audited the accompanying financial report of Base Resources Limited (the company), I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year which comprises the consolidated statement of financial position as at 30 June 2015, and ended 30 June 2014 there have been: consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year ended on no contraventions of the auditor independence requirements as set out in the that date, notes 1 to 26 comprising a summary of significant accounting policies and other Corporations Act 2001 in relation to the audit; and explanatory information and the directors’ declaration of the Group comprising the company no contraventions of any applicable code of professional conduct in relation to the and the entities it controlled at the year’s end or from time to time during the financial year. audit. (ii) (i) Directors’ responsibility for the financial report The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement whether KPMG due to fraud or error. In note 1, the directors also state, in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements of the Group comply with International Financial Reporting Standards. Auditor’s responsibility Graham Hogg Our responsibility is to express an opinion on the financial report based on our audit. We Partner conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit Perth engagements and plan and perform the audit to obtain reasonable assurance whether the 16 September 2014 financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We performed the procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001 and Australian Accounting Standards, a true and fair view which is consistent with our understanding of the Group’s financial position and of its performance. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. Liability limited by a scheme approved under Professional Standards Legislation. 8787 31 CONSOLIDATED FINANCIAL STATEMENTS independent auditor’s report TO THE MEMBERS OF BASE RESOURCES LIMITED !"⨿$ Auditor’s opinion Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 In our opinion: To: the directors of Base Resources Limited (a) the financial report of the Group is in accordance with the Corporations Act 2001, including: I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 30 June 2014 there have been: giving a true and fair view of the Group’s financial position as at 30 June 2015 and of its performance for the year ended on that date; and (i) (ii) (i) complying with Australian Accounting Standards and the Corporations Regulations no contraventions of the auditor independence requirements as set out in the 2001. Corporations Act 2001 in relation to the audit; and no contraventions of any applicable code of professional conduct in relation to the (b) the financial report also complies with International Financial Reporting Standards as audit. disclosed in note 1. (ii) Material uncertainty regarding continuation as a going concern Without modification to our opinion expressed above, we draw attention to the following matter. As a result of the matters set out in the Financial Position note in note 1, there is a material uncertainty which may cast doubt regarding the ability of the Group to continue as a KPMG going concern and therefore whether it will be able to realise its assets and discharge its liabilities in the normal course of business and at the amounts stated in the financial report. Report on the remuneration report We have audited the Remuneration Report included in the directors’ report for the year ended Graham Hogg 30 June 2015. The directors of the company are responsible for the preparation and presentation Partner of the remuneration report in accordance with Section 300A of the Corporations Act 2001. Our Perth responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with auditing standards. 16 September 2014 Auditor’s opinion In our opinion, the remuneration report of Base Resources Limited for the year ended 30 June 2015, complies with Section 300A of the Corporations Act 2001. KPMG Graham Hogg Partner Perth 22 September 2015 8888 31 BASE RESOURCES LIMITED ANNUAL REPORT 2015 additional shareholder information The following additional information required by the ASX Listing Rules is current as at 31 August 2015. ORDINARY SHARES DISTRIBUTION OF SHARES 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over HOLDERS 112 151 127 403 110 903 UNITS 18,625 457,070 1,104,572 14,998,262 547,324,242 563,902,771 % 0.00 0.08 0.20 2.66 97.06 100.00 There were 273 holders of unmarketable parcels of shares (<$500) based on the closing share price of $0.08 as at 31 August 2015 comprising a total of 532,580 shares. The voting rights attached to the ordinary shares are: a) at a meeting of members or classes of members each member entitled to vote may vote in person or by proxy or by attorney; and b) on a show of hands every person present who is a member has one vote, and on a poll every person present in person or by proxy or attorney has one vote for each ordinary share held. 20 LARGEST REGISTERED HOLDERS OF SHARES NUMBER OF SHARES 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13 14. 15. 16. 17. 18. J P Morgan Nominees Australia Limited HSBC Custody NomineesPacific Road Capital Management GP II Limited National Nominees Limited Citicorp Nominees Pty Limited UBS Nominees Pty Ltd Pacific Road Capital II Pty Ltd Citicorp Nominees Pty Limited Computershare Clearing Pty Ltd Raptor Securities Pty Ltd HSBC Custody Nominees Pacific Road Capital Mgmnt GP II Ltd CPU Share Plans Pty Ltd Zero Nominees Pty Ltd Pacific Road Capital II Pty Limited Raptor Securities Pty Ltd Shomron Pty Ltd Orana Capital Pty Ltd 19. Mr Farzeen Jamal + Mrs Nureen Moledina 20. Houvan Pty Ltd 175,568,954 149,841,598 98,184,512 24,034,596 17,111,061 15,969,670 12,433,348 5,654,518 3,221,530 3,180,000 2,987,339 2,433,861 1,955,030 1,828,333 1,648,165 1,385,000 1,312,320 1,150,000 1,009,000 1,000,000 % 31.13 26.57 17.41 4.26 3.03 2.83 2.20 1.00 0.57 0.56 0.53 0.43 0.35 0.32 0.29 0.25 0.23 0.20 0.18 0.18 521,908,835 92.55 8989 CONSOLIDATED FINANCIAL STATEMENTS additional shareholder information SUBSTANTIAL SHAREHOLDINGS The substantial shareholders of the Company, and the number of securities in which those shareholders and their associates have a relevant interest, as disclosed in the substantial holding notices received by the Company are: NAME Taurus SM Holdings Pty Limited Pacific Road Capital II Pty Limited Sustainable Capital Ltd L1 Capital Pty Limited OOO “Kapital” Genesis Asset managers LLP OPTIONS NO. OF SHARES 104,404,126 83,636,364 70,590,522 43,604,398 43,140,420 33,920,453 The following unlisted options are on issue. Options do not carry a right to vote. Voting rights will attach to any shares issued upon valid exercise of options. STREAM DATE OF EXPIRY EXERCISE PRICE NUMBER UNDER OPTION NUMBER OF HOLDERS 1 2 3 9 January 2016 9 January 2016 31 December 2018 $0.25 $0.09 $0.40 8,500,000 7,100,000 61,425,061 77,025,061 5 5 1 Holders of greater than 20% of any stream of options; Stream 1: Colin Bwye – 5,000,000 options Stream 1: Tim Carstens – 2,500,000 options Stream 1: All other holders hold greater than 100,000 options Stream 2: Colin Bwye – 3,600,000 options Stream 2: Tim Carstens – 2,500,000 options Stream 2: All other holders hold greater than 100,000 options Stream 3: Taurus Funds Management – 61,425,061 options OTHER INFORMATION There is no current on-market buy back taking place. TENEMENT SCHEDULE The Group holds a 100% interest in the following tenements, all of which are located in Kenya: TENEMENT NUMBER Exploration Licence 173 Special Mining Licence 23 STATUS Granted Granted 9090 BASE RESOURCES LIMITED ANNUAL REPORT 2015 This page has intentionally been left blank. 9191 CONSOLIDATED FINANCIAL STATEMENTS 9292 BASE RESOURCES LIMITED ANNUAL REPORT 2015 baseresources.com.au 3 8 4 3 0 S M M O C M R O F T A L P