Annual Report
30 June 2017
ABN 96 614 534 226
Corporate Directory
Non-Executive Chairman
Hamish Halliday
Technical Director
Andrew Radonjic
Non-Executive Directors
Bruce McFadzean
Company Secretary
Jamie Byrde
Principal & Registered Office
Level 3, 24 Outram Street
WEST PERTH WA 6005
Telephone: (08) 9425 5217
Facsimile: (08) 6500 9982
Share Registry
Security Transfer Registrars Pty Ltd
770 Canning Highway
APPLECROSS WA 6153
Auditors
Stantons International
Level 2
1 Walker Avenue
WEST PERTH WA 6005
Bankers
National Australia Bank
50 St Georges Terrace
PERTH WA 6000
Stock Exchange Listing
Australian Securities Exchange
(Home Exchange: Perth, Western
Australia)
Code: BSX
Website Address
www.blackstoneminerals.com.au
Contents
Chairman’s Letter to Shareholders
Directors’ Report
Auditor’s Independence Declaration
Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Additional Shareholder Information
Schedule of Mineral Tenements
2017 Annual Report
2
3
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26
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56
60
62
Blackstone Minerals Limited | 1
Chairman’s Letter to Shareholders
Chairman’s Letter to Shareholders
On behalf of the Directors of Blackstone Minerals Limited (“Blackstone”), I present to shareholders the
Company’s annual report for the period ended 30 June 2017.
Blackstone successfully completed its Initial Public Offering (IPO) and raised $3.5 million, with the
shares commencing trading on the Australian Stock Exchange at 10.00am on Monday 23 January 2017.
The Company is focused upon the exploration and development of mineral resources within its current
portfolio of projects in Western Australia, which includes Red Gate, Silver Swan South and Middle
Creek which are all prospective for gold, with Silver Swan South also prospective for nickel sulphides.
Since Blackstone listed it has completed exploration work at the Red Gate project where it identified
two new porphyry zones culminating in a mineralised corridor striking over 4 kms, and at Silver Swan
South were Nickel Sulphides where located following the commencement of drilling, both projects are
located in the Eastern Goldfields of Western Australia.
Recently the Company announced the proposed acquisition of Cobalt One Energy Corp (Canada) which
contains the High Grade Cobalt–Gold Little Gem Project (British Columbia, Canada) and the Nickel-
Cobalt Cartier Project (Quebec, Canada). Blackstone hopes to finalise the acquisition on or before 31
October 2017.
The Company is very excited about the acquisition of the Little Gem Project, as it delivers the unique
opportunity to explore for both high grade cobalt and gold simultaneously. Management are also
pleased to have provided Blackstone shareholders with exposure to the potentially lucrative and fast
growing cobalt market where the dominant use is rechargeable batteries.
The Directors and I look forward to meeting shareholders at the upcoming annual general meeting.
Hamish Halliday
Chairman
Blackstone Minerals Limited | 2
Directors’ Report
For the period ended 30 June 2017
The Directors of Blackstone Minerals Limited submit herewith the consolidated financial statements
of the Company and its controlled entities for the period 30 August 2016, being incorporation date of
the Company, to 30 June 2017 in order to comply with the provisions of the Corporations Act 2001.
As this is the first year of operation of the consolidated entity, comparative information is not
available.
Directors
1.
The following persons were Directors of Blackstone Minerals Limited since incorporation 30 August
2016 and up to the date of this report, unless otherwise stated:
Mr Hamish Halliday Non-Executive Chairman (Appointed 30 August 2016)
Mr Andrew Radonjic Technical Director (Appointed 30 August 2016)
Mr Bruce McFadzean Non-Executive Director (Appointed 30 August 2016)
Principal Activities
2.
The principal activity of the consolidated entity during the period was mineral exploration. There
were no significant changes in the nature of the consolidated entity’s principal activities during the
period.
Group Financial Overview
3.
Profit and Loss
The loss attributable to owners of the consolidated entity after providing for income tax amounted to
$865,159.
Financial Position
The consolidated entity had $2,616,932 in cash and cash equivalents as at 30 June 2017. The Directors
believe the consolidated entity is in a sound financial position with sufficient capital to effectively
explore its current landholdings.
Dividends Paid or Recommended
4.
The Directors do not recommend the payment of a dividend and no amount has been paid or declared
by way of a dividend to the date of this report.
Business Strategies & Prospects for the Forthcoming Year
5.
Blackstone Minerals Limited is focused upon the exploration and development of mineral resources
within its current portfolio of projects in Western Australia and within its proposed Cobalt-Gold
project Little Gem, included within the acquisition of Cobalt One Energy Corp (Canada).
The Group has six granted prospecting licences at its Silver Swan South Project area and 1 granted
exploration licence at the Red Gate Project. Licences at the Middle Creek Project are still in application
pending native title and access agreements.
In addition, the proposed acquisition of Cobalt One Energy Corp contains the Little Gem Project
(British Columbia, Canada) which includes 20 granted tenement claims and the Cartier Project
(Quebec, Canada) which has 16 granted tenement claims. The company hopes to finalise the
acquisition on or before 31 October 2017 and continue its planned exploration and development
activities on i’s Western Australian and Canadian Projects.
Significant Changes in the State of Affairs
6.
The company successfully listed on the Australian Securities Exchange on the 23 January 2017 raising
$3.5m. There were no significant changes in the state of affairs of the Company during the period.
Blackstone Minerals Limited | 3
Directors’ Report
For the period ended 30 June 2017
7.
Review of Operations
Introduction
During the period, the company focused on exploration work at the Red Gate project where it identified
two new porphyry zones culminating in a mineralised corridor striking over 4 kms, and at Silver Swan
South where Nickel Sulphides where located following the commencement of drilling, both projects are
located in the Eastern Goldfields of Western Australia. (Refer to Figure One).
Figure One | The locations of the Projects
Red Gate Project (100% interest)
The Red Gate Project consists of the one granted Exploration Licence E31/1096 covering an area of
145.2 km². The Project is centred 10 km north of the Porphyry Gold Mine (0.9 Moz gold endowment)
(Refer Figure Two), 140 km northeast of Kalgoorlie. Here historical exploration work has mostly targeted
the Porphyry North Prospect where shallow, out cropping mineralisation has been defined. There is
the potential to discover further mineralisation at Porphyry North and several other prospects nearby.
Activities during the Period to 30 June 2017
During the period, , Blackstone completed first pass reconnaissance work at the Red Gate project,
focused on the previously known Porphyry East and Porphyry North prospects as well as targeting new
porphyry zones. This program identified a sericite altered granite with disseminated sulfides
(weathered) and quartz-sulfide veins at the Reidy prospect (Refer Figure Three) that are similar to
Porphyry North, where historical drilling intersected 14m @ 3.7g/t gold. The new target is favourably
located either within or immediately adjacent to the Claypan Shear Zone already host to significant gold
discoveries.
Blackstone Minerals Limited | 4
Directors’ Report
For the period ended 30 June 2017
7.
Review of Operations (continued)
Following the identification of the Reidy Prospect, Blackstone completed a program of reconnaissance
soil sampling and detailed mapping to further define the target area. This work showed the presence
of several prospective porphyry bodies adjacent to the inferred Claypan Shear zone, and returned spot
gold anomalies of up to 20 ppb on 200 to 400 m line spacings. Follow-up infill sampling is planned in
the coming year.
The Blackstone Minerals exploration team continued to review the extensive historical data set
accumulated for the project and in the process located a previously unknown IP survey located over
the main mineralised porphyry trend at Red Gate. The IP survey was completed in 2002 - 2003 for Sons
of Gwalia Ltd (SOGS) and it clearly identified the previously known shallow gold mineralisation at
Porphyry North and Porphyry West, which included the better drill intersections such as (Refer Blackstone
Minerals Limited – Prospectus, released 15 December 2016 for full details of the drilling):-
▪ 9 m @ 2.6 g/t gold from 16 m in NPRC097 (Porphyry North);
▪ 7 m @ 4.4 g/t gold from 5 m in NPRC118 (Porphyry North);
▪ 4 m @ 5.8 g/t gold from 21 m in NPRC009 (Porphyry North);
▪ 26 m @ 2.1 g/t gold from 3 m in NPRC140 (Porphyry North);
▪ 14 m @ 3.7 g/t gold from 1 m in NPRC107 (Porphyry North);
▪ 12 m @ 9.2 g/t gold from 8 m in NPRC030 (Porphyry West);
▪ 3 m @ 5.5 g/t gold from 0 m in GBC002 (Porphyry West); and
▪ 13 m @ 3.1 g/t gold from 6 m in NPRC115 (Porphyry West).
The IP survey also delineated a 600 m chargeability anomaly some 200 m to the south west of Porphyry
North that is coincident with a resistive zone and potentially represents a zone of silica-pyrite
alteration. Drilling which is limited to the extreme north-western end of the anomaly (now named the
Porphyry South Prospect) has returned assays of up to 13 m @ 3.1 g/t gold from 6 m (NPRC115) (Refer
Figure Four). The chargeable anomaly is more intense than that at Porphyry North. SOGS drilled three
holes into the anomaly but Blackstone Minerals believes that these holes were ineffective and further
follow-up is required.
Further reconnaissance surface sampling by the Blackstone Minerals exploration team, along strike
from the recently identified Porphyry South prospect, has located a new prospect with rock chip
sampling results including 79 g/t gold, 7.6 g/t gold and 4.3 g/t gold (Refer ASX announcement on 11 July 2017).
This work has led to re-interpretation of the area resulting in the development of a mineralised corridor
concept now named the Red Gate Shear Zone. The Red Gate Shear Zone contains two historic, high
grade, gold prospects and extends over 4 km in strike length and is up to 1,000 metres wide (Refer to
Figure Five)
The Company is looking to further develop this mineralised corridor concept with further surface
sampling before finalising priority targets for drill testing in the coming months.
The Red Gate Shear Zone is less than 10 km north of the historic Porphyry Gold Mine that has a gold
endowment of 900,000 ozs (Produced 1.33 Mt @ 3.4 g/t gold* and has a current Indicated JORC
resources of 7.2 Mt @ 2.1 g/t gold** and Inferred JORC resources of 3.7 Mt @ 2.1 g/t gold**).
*
**
Riedel Resources Website
Saracen Mineral Holdings Limited Annual Report 2016
Blackstone Minerals Limited | 5
Directors’ Report
For the period ended 30 June 2017
7.
Review of Operations (continued)
Figure Two | The locations of the Projects
Blackstone Minerals Limited | 6
Directors’ Report
For the period ended 30 June 2017
7.
Review of Operations (continued)
Figure Three | Red Gate Interpreted Geology and Location of New Rock Samples +0.5g/t Gold
Blackstone Minerals Limited | 7
Directors’ Report
For the period ended 30 June 2017
7.
Review of Operations (continued)
Figure Four | IP Anomalies over the Porphyry North, Porphyry West & Porphyry South Prospects
Blackstone Minerals Limited | 8
Directors’ Report
For the period ended 30 June 2017
7.
Review of Operations (continued)
Figure Five | Reconnaissance rock samples >1 g/t gold from the new porphyry prospect within the Red Gate Shear
Zone
Blackstone Minerals Limited | 9
Directors’ Report
For the period ended 30 June 2017
7.
Review of Operations (continued)
Silver Swan South Project (100% interest)
The Silver Swan South Project comprises of one exploration licence application E27/545 and six
granted prospecting licences, P27/2191 – 2196 covering an area of 47.2 km². The Project is along trend
of the massive nickel sulfide Silver Swan Deposit (pre-mining ore reserve of 655 kt at 9.5% Nickel) and
associated deposits (pre-mining resource of 10.4 Mt at 1.0% Nickel), and only 8 km northeast of the
major Kanowna Belle Gold Mine (+5 Moz gold endowment).
Activities during the Period to 30 June 2017
During the period, Blackstone through surface sampling of the target ultramafic unit at Silver Swan
South, had confirmed the presence of nickel sulphides (pentlandite). The discovery followed the
commencement of air core drilling at the project, designed to further define both the sulphide nickel
and gold targets, in preparation for follow up RC drilling.
Blackstone’s first phase of drilling at Silver Swan South commenced targeting both gold hosted by
structural targets along strike from the Kanowna Belle Gold Mine (endowment +5Moz Au), and nickel
sulphide mineralisation associated with ultramafic units along strike from the Silver Swan and Black
Swan Nickel Mines. The program was designed to test for basement hosted mineralisation, using air
core drilling, to improve definition of gold and base metal anomalism identified by previous
reconnaissance style drilling. As of the end of the financial period the Company is still awaiting final
results from the initial phase of drilling.
This initial phase of drilling focused on the following:
▪ Further definition of gold targets associated with the interpreted northern extension of the
Fitzroy Shear (controlling host structure at the Kanowna Belle Gold deposit) located 8 km along
strike (Refer Figure Six);
Infill historical, broad spaced, reconnaissance drilling which intersected up to 3.5 g/t gold (Refer
Blackstone Minerals Limited – Prospectus, released 15 December 2016);
▪
▪ Target thickening of the ultramafic sequence considered highly prospective for nickel sulphides
and located only 10 km from the Silver Swan Nickel Mine (Refer Figure Six);
▪ Prioritise both gold and nickel targets for follow up RC drilling.
The discovery during the period further highlights the potential of the ultramafic unit which is part of
a sequence of komatiites that already hosts both the Silver Swan and Black Swan nickel deposits only a
few kilometres to the north. Air Core drilling will now focus on further defining the nickel sulphide
target and will provide access for downhole EM surveying.
In addition to the nickel targets the Company is also testing gold targets associated with the interpreted
northern extension of the Fitzroy Shear Zone, the controlling structure for mineralisation at Kanowna
Belle. Previous vertical reconnaissance drilling has intersected up to 3 m @ 3.5 g/t gold and 4 m @ 1.3
g/t gold under transported lake clays. Blackstone’s initial phase of the Air Core drill program has
focused on further defining the gold target in anticipation of follow up RC drilling.
Blackstone Minerals Limited | 10
Directors’ Report
For the period ended 30 June 2017
7.
Review of Operations (continued)
Figure Six | Silver Swan South Bedrock Geology Plan
Blackstone Minerals Limited | 11
Directors’ Report
For the period ended 30 June 2017
7.
Review of Operations (continued)
Middle Creek Project
The Middle Creek Project is adjacent to Millennium Minerals Limited’s Nullagine Gold Project (where
the Golden Eagle operations have produced ~300 kozs gold since 2012) (Refer Figure Seven), in the Pilbara
region of Western Australia (Refer Figure One) and consists of 21 prospecting licence applications
covering 39.6 km² within the Mosquito Creek belt.
Activities during the Period to 30 June 2017
During the period, the tenement applications for the project were advertised under Section 29 of the
Native Title Act, as of the end of the financial period the company had only received an objection for
only one of the prospecting licences. The company is still finalising access agreements with
neighbouring mining companies.
Figure Seven | Geology of the Middle Creek Project area
8.
Matters Subsequent to the End of the Financial Period
Since, 30 June 2017 the company entered into a Binding Heads of Agreement on 26 July 2017 for the
acquisition of Cobalt One Energy Corp (Canada) including the Little Gem Project and the Cartier Project.
The Execution of the Definitive Agreement was finalised on 24 August 2017, subject to a shareholder
meeting held on 12 October 2017 and other compliance matters with the final date for completion of
the transaction to be no later than 31 October 2017.
The acquisition consists of 25 million ordinary shares to be issued to Cobalt One Energy Corp (Canada)
shareholders and a condition of the acquisition is Mr Michael Konnert of Cobalt One Energy Corp will
be appointed to the Board of Directors following completion of the acquisition.
Blackstone Minerals Limited | 12
Directors’ Report
For the period ended 30 June 2017
8.
Matters Subsequent to the End of the Financial Period (continued)
The material terms of the Definitive Agreement are in accordance with the previously announced
Binding Heads of Agreement as follows:
(a)
(b)
(c)
the consideration for the Acquisition will be satisfied by the issue of 25,000,000 fully paid
ordinary shares subject to Shareholder approval in the Company to the Cobalt One
shareholders;
the Company shall assume Cobalt One’s obligations under the Goldbridge Option Agreement
for C$700,000 (being the equivalent of approximately A$710,000) of staged option payments
payable in respect of the Little Gem Gold-Cobalt Project in the following instalments: first
payment of C$200,000 due on completion of the Acquisition, second payment of C$250,000 due
on or before 3 months after completion and a final payment of C$250,000 due on or before 6
months from the date of completion, upon payment of which, Cobalt One will become the 100%
owner of the Little Gem Project;
in respect of the Little Gem Gold-Cobalt Project, the Company will be required to pay the
following royalties:
(i)
in respect of the first 10,000 tonnes of ore mined from the Project, a 20% net profits
interest and a 1% Net Smelter Return (NSR) royalty shall be payable to the current owner
of the Little Gem Gold-Cobalt Project; and
a NSR royalty equal to 2.5% thereafter (over 10,000 tonnes) shall be payable to the
current owner of the Little Gem Gold-Cobalt Project.
(ii)
Further to this announcement the company is seeking shareholder approval to issue 8,000,000
performance shares each convertible into one fully paid ordinary share to certain Cobalt One
shareholders in association with the Acquisition, as well as 8,000,000 performance shares to Directors
and Management of Blackstone Minerals.
There were no further events that has significantly affected the group’s operations, results or state of
affairs, or may do so in future years.
9.
Likely Developments and Expected Results of Operations
The Company will continue its mineral exploration activity at and around its exploration projects in
Western Australia and Canada with the object of identifying commercial resources.
Further information on likely developments in the operations of the group and the expected results of
operations have not been included in the Annual Report because the Directors believe it would be likely
to result in unreasonable prejudice to the group.
10.
Information on Directors and Company Secretaries
Mr Hamish Halliday
Qualifications
Experience
Independent Non-Executive Chairman - appointed 30 August 2016
BSc (Geology), MAusIMM
Mr Halliday is a Geologist with a Bachelor of Science from the University of
Canterbury and has over 20 years of corporate and technical experience in
the mining industry. Mr Halliday co-founded Blackstone Minerals and was
instrumental in the acquisition of its Company’s current tenement portfolio.
Mr Halliday has been involved in the discovery and acquisition of numerous
projects over a range of commodities throughout four continents. Mr
Halliday has founded and held executive and non-executive directorships
with a number of successful listed exploration companies including Adamus
Resources Ltd (‘Adamus’). He was CEO of Adamus from its inception through
to successful completion of a feasibility study on its gold project in Ghana
which is now in production.
Blackstone Minerals Limited | 13
Directors’ Report
For the period ended 30 June 2017
10.
Information on Directors and Company Secretaries (continued)
Interest in Securities
Other Directorships
Mr Andrew Radonjic
Qualifications
Experience
Interest in Securities
Other Directorships
Mr Bruce McFadzean
Qualifications
Experience
Interest in Securities
Other Directorships
Fully Paid Ordinary Shares
Performance Shares – Tranche A
Performance Shares – Tranche B
Venture Minerals Limited (since 30 January 2008)
Comet Resources Limited (since 16 December 2014)
Alicanto Minerals Limited (since 17 March 2016)
Renaissance Minerals Limited (25 February 2016 to 28 September 2016)
2,831,383
1,000,000
1,000,000
Technical Director - appointed 30 August 2016
BAppSc (Mining Geology), MSc (Mineral Economics), MAusIMM
Mr Radonjic is a geologist and mineral economist with over 25 years of
experience in mining and exploration, with a specific focus on gold and nickel
in the Eastern Goldfields of Western Australia. Mr Radonjic began his career
at the Agnew Nickel Mine before spending over 15 years in the Paddington,
Mount Pleasant and Lady Bountiful Extended gold operations north of
Kalgoorlie, where he has fulfilled a variety of senior roles which gave rise to
three gold discoveries, totalling in excess of 3 million ounces in resources and
in the development of over 1 million ounces.
Fully Paid Ordinary Shares
Performance Shares – Tranche A
Performance Shares – Tranche B
Venture Minerals Limited (since 12 May 2006)
2,658,751
1,000,000
1,000,000
Independent Non-Executive Director – appointed 30 August 2016
Dip. Mining
Mr McFadzean has 30 years of senior management, mining and processing
experience which included significant stints at BHP Billiton and Rio Tinto,
the “start up” of 5 new mining operations, and covers a broad range of
commodities including Iron Ore, Diamonds, Gold and Nickel. Mr McFadzean
is currently the Managing Director of Sheffield Resources Limited and
previously held the role of Managing Director of Mawson West Ltd, Catalpa
Resources Limited and Evolution Mining Limited following the merger with
Conquest Mining Limited. Prior to that role he was General Manager
Operations and then Operations Director with Territory Resources where he
was instrumental in the start up of the 1.5 Mtpa Francis Creek Iron Ore
operations in the Northern Territory.
Fully Paid Ordinary Shares
Sheffield Resources Limited (since 26 October 2015)
Gryphon Minerals Limited (since 19 June 2014 to 13 October 2016)
IMX Resources Limited (since 30 March 2015)
550,000
Company Secretary
Jamie Byrde - BCom, CA.
Appointed - 15 March 2017
Mr Byrde is a Chartered Accountant with over 13 years’ experience in corporate, audit and company
secretarial matters. Previously Mr Byrde has held positions providing corporate advisory services,
financial accounting/reporting and ASX/ASIC compliance management. Mr Byrde is also currently
Company Secretary for Venture Minerals Limited and Alicanto Minerals Limited.
Blackstone Minerals Limited | 14
Directors’ Report
For the period ended 30 June 2017
11. Remuneration Report (audited)
The Directors of Blackstone Minerals Limited are pleased to present your Company’s 2017
remuneration report which sets out remuneration information for the Non-Executive Directors,
Executive Directors and other key management personnel (“KMP”).
The following sections are included with this report:
A.
B.
C.
D.
E.
F.
G.
H.
I.
J.
K.
L.
M.
A.
Directors and key management personnel disclosed in this report
Remuneration governance
Use of remuneration consultants
Executive remuneration policy and framework
Relationship between remuneration and Blackstone Minerals Limited’s performance
Non-Executive Director remuneration policy
Executive Policy and Framework
Details of remuneration
Details of share based payments and bonuses
Service Agreements
Equity instruments held by key management personnel
Loans to key management personnel
Other transactions with key management personnel
Directors and key management personnel disclosed in this report
Non-Executive Directors
Mr H Halliday
Mr B McFadzean
Non-Executive Chairman (appointed 30 August 2016)
Non-Executive Director (appointed 30 August 2016)
Executive Directors
Mr A Radonjic
Technical Director (appointed 30 August 2016)
key management
Other
personnel
Mr B Dunnachie
Mr J Byrde
All of the key management personnel held their positions since incorporation on 30 August
2016 and up to the date of this report unless otherwise disclosed.
Company Secretary (until 15 March 2017)
Company Secretary (from 16 March 2017)
B.
Remuneration governance
The Company has established a Remuneration Committee under a formal charter. The
Remuneration Committee comprises of four Directors, the majority of which are
independent.
The Remuneration Committee is responsible for reviewing and recommending the
remuneration arrangements for the Executive and Non-Executive Directors and KMP each
year in accordance with the Company’s remuneration policy approved by the Board. This
includes an annual remuneration review and performance appraisal for the Executive
Directors and other executives, including their base salary, short-term incentives (“STI”)
and long-term incentives (“LTI”), bonuses, superannuation, termination payments and
service contracts.
Further information relating to the role of the Remuneration Committee can be found
within the Corporate Governance Report on the Company’s website, refer to
http://www.blackstoneminerals.com.au/index.php/profile/corporate-governance
Blackstone Minerals Limited | 15
Directors’ Report
For the period ended 30 June 2017
11. Remuneration Report (audited) (continued)
C.
D.
Use of remuneration consultants
The Company has not engaged or contracted remuneration consultants during the financial
period.
Executive remuneration policy and framework
Remuneration Policy
The Remuneration Committee has established a remuneration policy and framework to
appropriately align Executive Directors and KMP incentives with the goals and
achievements of the Company.
The remuneration framework provides a mix of fixed and variable “at risk” remuneration
and a blend of short and long-term incentives. The remuneration for executives has three
components:
▪
▪
▪
Fixed remuneration, inclusive of superannuation and allowances;
STIs under a performance based cash bonus incentive plan; and
LTIs which includes participation in the Company’s shareholder approved equity
incentive plans.
The Group has undertaken a peer analysis of remuneration levels and frameworks to
ensure that it conformed to general market practice and against a comparative group of
similar companies.
The Board endeavours to ensure that the mix of executive compensation between fixed,
variable, long-term, short-term and cash versus equity is appropriate. The group reduces
cash expenditure by providing a greater proportion of compensation in the form of equity
instruments. This allows cash-flows to be directed towards exploration programs with a
view to improving the quality of our projects.
During the current period, long term incentives have been issued as a cost effective means
of incentivizing the Board, management and staff during the period of voluntary salary
reductions. The company intends to complete a remuneration review in accordance with
its current remuneration policy during the June 2017/18 financial year.
The Board endeavours to ensure that the mix of executive compensation between fixed,
variable, long-term, short-term and cash versus equity is appropriate. The group reduces
cash expenditure by providing a greater proportion of compensation in the form of equity
instruments. This allows cash-flows to be directed towards exploration programs with a
view to improving the quality of our projects.
During the current period, long term incentives have not been issued other than for
consideration for the acquisition of Black Eagle (WA) Pty Ltd or options issued to
consultants with respect to the Initial Public Offering. The company regularly reviews it’s
remuneration policy to insure the optimal mix of long term incentives is identified.
Executive remuneration mix
The following table sets out the mix of remuneration for all key management personnel
between fixed, short-term incentives and long-term incentives for the 2017 financial
period.
Blackstone Minerals Limited | 16
Directors’ Report
For the period ended 30 June 2017
11. Remuneration Report (audited) (continued)
D. Executive remuneration policy and framework (continued)
D. Executive remuneration policy and framework (continued)
Fixed Remuneration
The Executive receives a base cash salary which is based on factors such as length of service
and experience. The Executive also receive a superannuation guarantee contribution
required by the government, which is currently 9.5% and do not receive any other retirement
benefits.
Short-term Incentives (STI)
Under the group’s current remuneration policy, executives can from time to time receive
short-term incentives in the form of cash bonuses. These bonuses are based on relevant
qualitative objectives to be determined and approved by the Board at a suitable time. The
Board believes that the criteria of eligibility for short-term incentives appropriately aligns
shareholder wealth and executive remuneration as the completion of key operation
milestones have the potential to increase share price growth.
There are currently no short-term incentives in place and there were no cash bonuses paid
out in the current financial period. The company intends to complete a remuneration review
in accordance with its current remuneration policy during the June 2018 financial year.
Long-term Incentives (LTI)
Executives are encouraged by the Board to hold shares in the company and it is therefore the
objective of the Group’s option scheme to provide an incentive for participants to partake in
the future growth of the group and, upon becoming shareholders in the Company, to
participate in the group’s profits and dividends that may be realised in future years.
The Board considers that this equity performance linked remuneration structure is effective
in aligning the long-term interests of group executives and shareholders as there exists a
direct correlation between shareholder wealth and executive remuneration.
Blackstone Minerals Limited | 17
Directors’ Report
For the period ended 30 June 2017
11. Remuneration Report (audited) (continued)
E. Relationship between remuneration and Blackstone Minerals Limited performance
Company Performance, Shareholder Wealth & Executive Remuneration
The remuneration policy and framework has been tailored to increase goal congruence
between shareholders and executives. This has been achieved by the issue of short-term
and long-term incentives. This structure rewards executives for both short-term and long-
term shareholder wealth development.
As this is the first annual report of Blackstone Minerals Limited, since incorporation on 30
August 2016 to 30 June 2017, the Company had not issued any incentive options other than
those issued under the prospectus. The company intends to review it’s remuneration policy
during financial year to 30 June 2018 to ensure goal congruence between shareholders and
directors and executives.
F. Non-executive director remuneration policy
The Board policy is to remunerate Non-Executive Directors at market rates for comparable
companies for time, commitment and responsibilities. Fees for Non-Executive Directors are
not linked to the performance of the group.
In determining competitive remuneration rates, the Board review local and international
trends among comparative companies and industry generally.
Typically, Blackstone will compare Non-Executive Remuneration to companies with similar
market capitalisations in the exploration and resource development business group. These
ongoing reviews are performed to confirm that non-executive remuneration is in line with
market practice and is reasonable in the context of Australian executive reward practices.
Further to ongoing reviews, the maximum aggregate amount of fees that can be paid to non-
executive directors is subject to approval by shareholders at the Annual General Meeting.
G. Executive remuneration policy and framework
The Group will hold it’s first Annual General Meeting of Shareholders in November 2017 and
has not yet receive any specific feedback throughout the period on its remuneration
practices.
H. Details of Remuneration
Details of the remuneration of the Directors and key management personnel of the group of
Blackstone Minerals Limited are set out in the following table for the period ending 30 June
2017. There have been no changes to the below named key management personnel since
the end of the reporting period unless otherwise noted.
Blackstone Minerals Limited | 18
Directors’ Report
For the period ended 30 June 2017
11. Remuneration Report (audited) (continued)
Short Term
Benefits
Cash
Salary &
Fees
Incentives
Consulting
Fees
Other
Amounts
Super-
annuation
Eligible
Termination
Payments
Non-Cash
Long Term
IncentivesA
Total
$
2017
Non-Executive
Directors
Mr H Halliday
Mr B McFadzean
Executive
Directors
Mr A Radonjic
Other key
management
personnel
Mr B DunnachieA
Mr J ByrdeB
31,586
18,154
-
-
-
-
1,273
1,273
-
1,725
-
-
-
-
32,859
21,152
57,692
-
-
1,273
5,481
-
-
64,446
9,055
14,615
-
-
-
-
955
318
-
1,388
-
-
-
-
10,010
16,321
Total
Remuneration
A
B
131,102
Mr B Dunnachie resigned 15 March 2017.
Mr J Byrde appointed 16 March 2017. Mr Byrde’s salary paid to date is currently split between three related entities
totalling $48,010 (pro-rata).
- 144,788
5,092
8,594
-
-
-
I. Details of Share Based Payments and Bonuses
There were no bonuses issued or paid during the period.
During the period, the Company did not grant any options to Key Management Personnel
or Directors.
Further information on the options is set out in the note 23 to the financial statements.
During the current financial period, there were no incentive options granted as
remuneration, with the performance shares granted under the acquisition of Black
Eagle (WA) Pty Ltd issued as consideration. Further details of options issued to
Directors and key management personnel are as follows:
J.
Service Agreements
Remuneration and other key terms of employment for the Executives, Non-Executives
and Other Group Executives of Blackstone Minerals Limited are formalised in executive
service agreements. Termination benefits are within the limits set by the Corporations
Act 2001. Major provisions of the agreements relating to remuneration are set out below:
Blackstone Minerals Limited | 19
Directors’ Report
For the period ended 30 June 2017
11. Remuneration Report (audited) (continued)
Name
Term of Agreement
Base salaryA (per Agreement)
Termination benefit
Mr H Halliday
Non-Executive Chairman
Mr B McFadzean
Non-Executive Director
Mr A Radonjic
Technical Director
Mr J ByrdeB
Company Secretary
A
B
No fixed term
$54,750
No termination benefits
No fixed term
$43,800
No termination benefits
No fixed term
$109,500
No termination benefits
No fixed term
$54,750 3 months payable on termination
Includes superannuation
Mr Byrde’s agreement is for $164,250 including super split evenly across 3 related entities.
K.
Equity instruments held by key management personnel
The tables below show the number of:
(i)
(ii)
that were held during the period by key management personnel of the group, including their
close family members and entities related to them.
options over ordinary shares in the Company, and
shares held in the Company
There were no shares granted during the reporting period as compensation.
(iii)
Option holdings
Balance at
start of the
period
30 June 2017
Directors of Blackstone Minerals Limited
-
Mr H Halliday
-
Mr A Radonjic
-
Mr B McFadzean
Other key management personnel
Mr B DunnachieA
Mr J ByrdeB
-
-
Granted as
remuneration
Exercised
Other
changes
Balance at end
of the period
Vested and
exercisable
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
A
B
Mr B Dunnachie resigned 15 March 2017.
Mr J Byrde appointed 16 March 2017.
Blackstone Minerals Limited | 20
Directors’ Report
For the period ended 30 June 2017
11.
Remuneration Report (audited) (continued)
K. Equity instruments held by key management personnel (continued)
(iv) Performance Shares
Balance at
start of the
period
Granted as
remuneration
Exercised
Other
changesC
Balance at
end of the
period
Vested and
exercisable
30 June 2017
Directors of Blackstone Minerals Limited
Mr H Halliday
Mr A Radonjic
Mr B McFadzean
-
-
-
Other key management personnel
Mr B DunnachieA
Mr J ByrdeB
-
-
-
-
-
-
-
-
-
-
-
-
2,000,000
2,000,000
-
2,000,000
2,000,000
-
-
-
-
-
-
-
-
-
-
A
B
C
Mr B Dunnachie resigned 15 March 2017.
Mr J Byrde appointed 16 March 2017.
Issued to the vendors of Black Eagle (WA) Pty Ltd as part of consideration for the acquisition.
The performance shares are divided equally between Class A and Class B convertible into a fully paid
ordinary share in the capital of the Company subject to the Company achieving the following
applicable milestone:
Class A
Class B
licence
prospecting
Milestone
All
applications
comprising the Middle Creek Project being
granted (with or without conditions) under
the Mining Act.
On any Tenement, the Company obtaining a
drill result representing a 30 gram per
or metal
metre
intersection,
equivalents (as that term
in
paragraph 50 JORC code 2012).
is used
gold
At the date of this report, no milestones have been met.
(v)
Share holdings
The number of shares in the Company held during the financial period by each
Director of Blackstone Minerals Limited and other key management personnel of
the group, including their personally related parties, are set out below. There
were no shares granted during the period as compensation.
Blackstone Minerals Limited | 21
Directors’ Report
For the period ended 30 June 2017
11.
Remuneration Report (audited) (continued)
K. Equity instruments held by key management personnel (continued)
2017
Balance
at the start of the
period
Received on
exercise of options
Other changes
Balance at the
end of the
period
Directors of Blackstone Minerals Limited
Mr H Halliday
Mr A Radonjic
Mr B McFadzean
Other key management personnel
Mr B DunnachieA
Mr J ByrdeB
-
-
-
-
-
A
B
Mr B Dunnachie resigned 15 March 2017
Mr J Byrde appointed 16 March 2017
-
-
-
-
-
2,783,751
2,658,751
525,000
2,783,751
2,658,751
525,000
-
-
-
-
L.
Loans to key management personnel
There were no loans made to Directors and other key management personnel of the
group, including their close family members.
M. Other transactions with key management personnel
Directors, Mr A Radonjic and Mr H Halliday are both Non-Executive Directors of Venture
Minerals Limited which share office and administration service costs on normal
commercial terms and conditions. Mr H Halliday is a Non-Executive Director of Alicanto
Minerals Limited which share either office and/or administration service costs on normal
commercial terms and conditions. Mr A Radonjic, is a Director Onedin Enterprises which
provides geological mapping services on normal commercial terms and conditions.
Also, on the 23 January 2017, in accordance with the Initial Public Offering and
Prospectus documents, the Company acquired Black Eagle (WA) Pty Ltd from Mr Andrew
Radonjic and Mr H Halliday. Refer to note 17 for further details.
Aggregate amounts of each of the above types of other transactions with key management
personnel of Blackstone minerals Limited:
(i)
(ii)
Recharges to KMP related entities
Recharge of rent and shared office costs
Recharges to Venture Minerals Limited
Recharges to Alicanto Minerals Limited
Purchases from KMP related entities
Rent of office building and shared office costs
Payments to Venture Minerals Limited
Payments to Onedin Enterprises
End of remuneration report
2017
$
39,008
16,004
103,679
2012
Blackstone Minerals Limited | 22
Directors’ Report
For the period ended 30 June 2017
12. Shares under Option
Unissued ordinary shares of Blackstone Minerals Limited under option at the date of this report are
as follows:
Date options granted
Expiry Date
Exercise Price
Number under Option
23 January 2017
12 January 2020
$0.20
2,000,000
No option holder has any right under the options to participate in any other share issue of the
Company or any other entity.
There were no shares issued on conversion of options during the period ending 30 June 2017.
13.
Insurance of Officers
During the financial period, Blackstone Minerals Limited paid a premium of $5,092 to insure the
Directors and secretary of the Company and its controlled entities.
The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings
that may be brought against the officers in their capacity as officers of entities in the group, and any
other payments arising from liabilities incurred by the officers in connection with such proceedings.
This does not include such liabilities that arise from conduct involving a wilful breach of duty by the
officers or the improper use by the officers of their position or of information to gain advantage for
themselves or someone else or to cause detriment to the Company. It is not possible to apportion the
premium between amounts relating to the insurance against legal costs and those relating to other
liabilities.
options over ordinary shares in the Company, and
shares held in the Company
The tables below show the number of:
(i)
(ii)
that were held during the financial period by key management personnel of the group,
including their close family members and entities related to them.
There were no shares granted during the reporting period as compensation.
14. Meetings of Directors
The number of Directors' meetings (including committees) held during the period that each Director
who held office during the financial period were eligible to attend and the number of meetings
attended by each Director are:
Director
Mr H Halliday
Mr A Radonjic
Mr B McFadzean
Full meetings of Directors
Number Eligible to
Attend
Meetings Attended
Remuneration Committee meetings
Meetings
Number Eligible
Attended
to Attend
2
2
2
2
2
2
-
-
-
-
-
-
The company does not have a formally constituted audit committee as the Board considers that the
Company’s size and type of operation do not warrant such a committee as all members of the Board
are involved in audit agenda items and discussions thereon.
Blackstone Minerals Limited | 23
Directors’ Report
For the period ended 30 June 2017
15. Environmental Regulation
The Group’s activities are subject to the relevant environmental protection
legislation
(Commonwealth and State) in relation to its exploration activities. The group believes that sound
environmental practice is not only a management obligation but the responsibility of every employee
and contractor.
No fines were imposed and no prosecutions were instituted by a regulatory body during the period
in relation to Environmental Regulations.
16. Proceedings on behalf of the Company
No person has applied for leave of 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 these proceedings. The Company was not a party to any such
proceedings during the period.
17. Auditor’s Independence Declaration & Non-Assurance Services
The lead auditor’s independence declaration for the period ended 30 June 2017 has been received
and can be found on page 25 of the Directors’ report. $8,304 of fees were paid to the auditors for non-
assurance services relating to the Investigating Accountants Report for the Prospectus issued during
the period ended 30 June 2017.
Signed in accordance with a resolution of the Board of Directors.
Andrew Radonjic
Technical Director
Perth, Western Australia, 28 September 2017
Competent Persons Statement
The information in this report that relates to Exploration Results is based on information compiled by Mr Andrew Radonjic, a Competent Person who is a
Member of The Australian Institute of Geoscientists. Mr Radonjic is a full time employee as Technical Director for the company. Mr Radonjic has sufficient
experience that is relevant to the style of mineralisation and type of deposits under consideration and to the activity being undertaken to qualify as a Competent
Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Schwertfeger
consents to their inclusion in the report of the matters based on his information in the form and context in which it appears.
Blackstone Minerals Limited | 24
Stantons International Audit and Consulting Pty Ltd
trading as
Chartered Accountants and Consultants
28 September 2017
The Directors
Blackstone Minerals Limited
Level 3, 24 Outram Street
WEST PERTH WA 6005
Dear Sirs
RE: BLACKSTONE MINERALS LIMITED
PO Box 1908
West Perth WA 6872
Australia
Level 2, 1 Walker Avenue
West Perth WA 6005
Australia
Tel: +61 8 9481 3188
Fax: +61 8 9321 1204
ABN: 84 144 581 519
www.stantons.com.au
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following
declaration of independence to the directors of Blackstone Minerals Limited.
As Audit Director for the audit of the financial statements of Blackstone Minerals Limited for the period ended
30 June 2017, I declare that to the best of my knowledge and belief, there have been no contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii)
any applicable code of professional conduct in relation to the audit.
Yours faithfully,
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD
(Trading as Stantons International)
(An Authorised Audit Company)
Martin Michalik
Director
Liability limited by a scheme approved
under Professional Standards Legislation
Financial Statements
Contents
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
27
28
29
30
31
55
56
Blackstone Minerals was incorporated on 30 August 2016 and accordingly, these financial statements
cover the period from incorporation date to 30 June 2017 (“the period” or “period”).
These financial statements cover Blackstone Minerals Limited as a consolidated entity consisting of
Blackstone Minerals Limited and the entities it controlled from time to time during the period (‘group’
or ‘consolidated entity’). The financial statements are presented in the Australian currency.
Blackstone Minerals Limited is a Company limited by shares, incorporated and domiciled in Australia.
Its registered office and principal place of business is:
Blackstone Minerals Limited
Suite 3, Level 3, 24 Outram Street
West Perth WA 6005
A description of the nature of the consolidated entity's operations and its principal activities is
included in the review of operations and activities on pages 4 to 12 in the Directors’ report, which is
not part of these financial statements.
The financial statements were authorised for issue by the Directors on 28 September 2017. The
Company has the power to amend and reissue the financial statements.
Through the use of the internet, we have ensured that our corporate reporting is timely, complete,
and available globally at minimum cost to the Company. All press releases, financial reports and other
information are available on our website: www.blackstoneminerals.com.au
Blackstone Minerals Limited | 26
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the Period Ended 30 June 2017
Revenue from continuing operations
Administrative costs
Consultancy expenses
Employee benefits expense
Share based payment expenses
Occupancy expenses
Compliance and regulatory expenses
Insurance expenses
Exploration Expenditure
Depreciation Expense
Finance and Interest Costs
(Loss) before income tax
Income tax (expense)/benefit
(Loss) attributable to owners
Other comprehensive income:
Items that may be reclassified to profit or loss
Items that will not be classified to profit or loss
Total comprehensive (loss) attributable to owners
Notes
Consolidated
2017
$
3
14,504
4(a)
15
4(b)
10
4(c)
4(d)
(38,261)
(31,658)
(129,686)
(84,140)
(37,696)
(26,307)
(13,214)
(517,182)
(471)
(1,048)
(865,159)
6
-
(865,159)
-
-
(865,159)
Basic (loss) per share (cents per share)
Diluted (loss) per share (cents per share)
18
18
(4.7)
N/A
The above consolidated statement of profit or loss and other comprehensive income should be read
in conjunction with the accompanying notes.
Blackstone Minerals Limited | 27
Consolidated Statement of Financial Position
As at 30 June 2017
Current Assets
Cash and cash equivalents
Trade and other receivables
Total Current Assets
Non-Current Assets
Trade and other receivables
Property, plant and equipment
Exploration and evaluation expenditure
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
Provisions
Total Current Liabilities
Total Liabilities
Net Assets
Equity
Issued capital
Reserves
Accumulated losses
Total Equity
Notes
Consolidated
30 June 2017
$
7
8
8
9
10
11
12
13
15
2,616,932
37,912
2,654,844
30,000
34,569
1,600,000
1,664,569
4,319,413
152,337
5,738
158,075
158,075
4,161,338
4,342,357
684,140
(865,159)
4,161,338
The above consolidated statement of financial position should be read in conjunction with the
accompanying notes.
Blackstone Minerals Limited | 28
Consolidated Statement of Changes in Equity
For the Period Ended 30 June 2017
Consolidated
Balance at 30 August 2016
Total comprehensive income for the
period:
Loss for the period
Contributed
Equity
$
Accumulated
Losses
$
-
-
-
-
(865,159)
(865,159)
Option
Reserve
$
-
-
-
Total
$
-
(865,159)
(865,159)
Transactions with owners in their capacity as owners:
Contributions of equity (net of
transaction costs)
Equity settled share based payment
transactions
3,342,357
1,000,000
-
-
-
3,342,357
684,140
1,684,140
Balance at 30 June 2017
4,342,357
(865,159)
684,140
4,161,338
The above consolidated statement of equity should be read in conjunction with the
accompanying notes.
Blackstone Minerals Limited | 29
Consolidated Statement of Cash Flows
For the Period Ended 30 June 2017
Cash Flows from Operating Activities
Payments to suppliers and employees
Interest received
Payments for exploration and evaluation
Notes
Consolidated
30 June 2017
$
(236,399)
14,504
(438,490)
Net cash (outflow) from operating activities
19
(660,385)
Cash Flows from Investing Activities
Purchase of property, plant and equipment
Security deposits paid
Net cash (outflow) from investing activities
Cash Flows from Financing Activities
Proceeds from issue of shares and other equity securities
Share issue transaction costs
Net cash inflow from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the start of the period
(35,040)
(30,000)
(65,040)
3,706,304
(363,947)
3,342,357
2,616,932
-
Cash and cash equivalents at the end of the period
7
2,616,932
Amounts relating to payments to suppliers and employees as set out above are inclusive of goods and
services tax. The above consolidated statement of cash flows should be read in conjunction with the
accompanying notes.
Blackstone Minerals Limited | 30
Notes to the Consolidated Financial Statement for the Period Ended 30 June 2017
1. Summary of Significant Accounting Policies
This note provides a list of all significant accounting policies adopted in the preparation of these
consolidated financial statements. These policies have been consistently applied from
incorporation date to 30 June 2017, unless otherwise stated. The financial statements cover
Blackstone Minerals Limited as a consolidated entity consisting of Blackstone Minerals Limited
and its subsidiaries (‘group’ or consolidated entity’).
(a) Basis of Preparation
These general purpose financial statements have been prepared in accordance with
Australian Accounting Standards and Interpretations issued by the Australian Accounting
Standards Board and the Corporations Act 2001.
(i)
Compliance with IFRS
The consolidated financial statements of Blackstone Minerals Limited also comply
with International Financial Reporting Standards (IFRS) as issued by the
International Accounting Standards Board (IASB).
(ii)
(iii)
Historical cost convention
These financial statements have been prepared under the historical cost
convention, as modified by the revaluation of available for sale financial assets.
Going Concern
The financial report has been prepared on the going concern basis.
The directors believe there are sufficient grounds to believe that the business will
be able to continue to pay its debts as and when they fall due. This is based on future
cash forecasts, existing cash reserves and the ability to significantly reduce activity
and preserve cash if necessary. Furthermore, the Directors are also of the opinion
that a capital raising could be achieved to raise additional funds if required.
(b) Principles of Consolidation
(i)
Subsidiaries
The consolidated financial statements incorporate the assets and liabilities of the
consolidated entity as at 30 June 2017 and the results of the parent and all
subsidiaries for the period then ended.
Subsidiaries are all entities over which the group has control. The group controls
an entity when the group is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns through its
power to direct the activities of the entity. Subsidiaries are fully consolidated from
the date on which control is transferred to the group. They are deconsolidated
from the date that control ceases. The acquisition method of accounting is used to
account for business combinations by the group.
Intercompany transactions, balances and unrealised gains on transactions
between group companies are eliminated. Accounting policies of subsidiaries have
been changed where necessary to ensure consistency with the policies adopted by
the group.
Non-controlling interests in the results and equity of subsidiaries are shown
separately in the statement of comprehensive income, statement of changes in
equity and balance sheet respectively.
A list of controlled entities is contained in Note 26 to the financial statements. All
controlled entities have a 30 June financial year-end.
Blackstone Minerals Limited | 31
Notes to the Consolidated Financial Statement for the Period Ended 30 June 2017
1. Summary of Significant Accounting Policies (continued)
(b) Principles of Consolidation (continued)
(iii)
Joint operations
Under AASB 11 Joint Arrangements investments in joint arrangements are
classified as either joint operations or joint ventures. The classification depends
on the contractual rights and obligations of each investor, rather than the legal
structure of the joint arrangement. Blackstone Minerals Limited has joint
operations.
Blackstone Minerals Limited recognises its direct right to the assets, liabilities,
revenues and expenses of joint operations and its share of any jointly held or
incurred assets, liabilities, revenues and expenses.
(c)
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting
provided to the chief operating decision maker. The chief operating decision maker, who
is responsible for allocating resources and assessing performance of the operating
segments, has been identified as the board of directors.
(d) Foreign currency translation
(i)
(ii)
Functional and presentation currency
Items included in the financial statements of each of the group’s entities are
measured using the currency of the primary economic environment in which the
entity operates (‘the functional currency’). The consolidated financial statements
are presented in Australian dollars, which is Blackstone Minerals Limited’s and it’s
subsidiaries functional and presentation currency.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the
exchange rates prevailing at the dates of the transactions. Foreign exchange gains
and losses resulting from the settlement of such transactions and from the
translation of monetary assets and liabilities denominated in foreign currencies at
period end exchange rates are generally recognised in profit or loss. They are
deferred in equity if they relate to qualifying cash flow hedges, qualifying net
investment hedges or are attributable to part of the net investment in a foreign
operation.
Translation differences on financial assets and liabilities carried at fair value are
reported as part of the fair value gain or loss. Translation differences on non-
monetary financial assets and liabilities such as equities held at fair value through
profit or loss are recognised in profit or loss as part of the fair value gain or loss.
Translation differences on non-monetary financial assets such as equities classified
as available for sale financial assets are included in the fair value reserve in equity.
(iii)
Group companies
The results and financial position of foreign operations that have a functional
currency different from the presentation currency are translated into the
presentation currency as follows:
▪ Assets and liabilities for each balance sheet presented are translated at the
▪
closing rate at the date of that balance sheet
Income and expenses for the statement of comprehensive income are
translated at average exchange rates, and
▪ All resulting exchange differences are recognised in other comprehensive
income.
Blackstone Minerals Limited | 32
Notes to the Consolidated Financial Statement for the Period Ended 30 June 2017
1. Summary of Significant Accounting Policies (continued)
(e) Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable. Amounts
disclosed as revenue are net of returns, trade allowances and amounts collected on behalf
of third parties. Revenue is recognised for the business activities as follows:
(i)
Interest income
Interest income is recognised as the interest accrues (using the effective interest method,
which is the rate that exactly discounts estimated future cash receipts through the expected
life of the financial instrument) to the net carrying amount of the financial asset.
(f)
Income tax
The income tax expense or benefit for the period is the tax payable on the current period’s
taxable income based on the national income tax rate for each jurisdiction adjusted by
changes in deferred tax assets and liabilities attributable to temporary differences between
the tax bases of assets and liabilities and their carrying amounts in the financial statements,
and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates
expected to apply when the assets are recovered or liabilities are settled, based on those
tax rates which are enacted or substantively enacted for each jurisdiction. The relevant tax
rates are applied to the cumulative amounts of deductible and taxable temporary
differences to measure the deferred tax asset or liability. An exception is made for certain
temporary differences arising from the initial recognition of an asset or a liability.
No deferred tax asset or liability is recognised in relation to these temporary differences if
they arose in a transaction, other than a business combination, that at the time of the
transaction did not affect either accounting profit or taxable profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax
losses only if it is probable that future taxable amounts will be available to utilise those
temporary differences and losses. Deferred tax assets and liabilities are offset when there
is a legally enforceable right to offset current tax assets and liabilities and when the
deferred tax balances relate to the same taxation authority. Current tax assets and tax
liabilities are offset where the entity has a legally enforceable right to offset and intends
either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax balances attributable to amounts recognised directly in equity
are also recognised directly in equity.
Blackstone Minerals Limited | 33
Notes to the Consolidated Financial Statement for the Period Ended 30 June 2017
1. Summary of Significant Accounting Policies (continued)
(g) Leases
Leases of property, plant and equipment where the group has substantially all the risks
and rewards of ownership are classified as finance leases. Finance leases are capitalised at
the lease’s inception at the lower of the fair value of the leased property and the present
value of the minimum lease payments. The corresponding rental obligations, net of finance
charges, are included in other long-term payables. Each lease payment is allocated between
the liability and finance cost. The finance cost is charged to the statement of comprehensive
income over the lease period so as to produce a constant periodic rate of interest on the
remaining balance of the liability for each period. The property, plant and equipment
acquired under finance leases are depreciated over the shorter of the asset’s useful life and
the lease term.
Leases in which a significant portion of the risks and rewards of ownership are retained by
the lessor are classified as operating leases. Payments made under operating leases (net of
any incentives received from the lessor) are charged to the statement of comprehensive
income on a straight-line basis over the period of the lease.
(h)
Impairment of assets
At each reporting date, the group assesses whether there is any indication that an asset
may be impaired. An impairment loss is recognised for the amount by which the asset’s
carrying amount exceeds its recoverable amount. The recoverable amount is the higher of
an asset’s fair value less costs to sell and value in use. For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash inflows which are largely independent of the cash inflows from other
assets or groups of assets (cash-generating units). Non-financial assets other than goodwill
that suffered impairment are reviewed for possible reversal of the impairment at each
reporting date or more frequently if events or changes in circumstances indicate that they
might be impaired.
(i)
Cash and cash equivalents
For the purposes of presentation of the statement of cash flows, cash and cash equivalents
include cash on hand, deposits held at call with financial institutions, other short-term,
highly liquid investments with original maturities of three months or less that are readily
convertible to known amounts of cash and which are subject to an insignificant risk of
changes in value, and bank overdrafts.
(j) Trade and other receivables
Trade and other receivables are initially recognised initially at fair value and subsequently
measured at amortised costs using the effective interest method, less provision for
impairment. Trade and other receivables are generally due for settlement within 30 days.
Collectability of trade receivables is reviewed on an ongoing basis. Amounts that are
known to be uncollectible are written off by reducing the carrying amount directly.
(k) Exploration and evaluation expenditure
The new exploration and evaluation expenditure accounting policy is to expense
expenditure as incurred other than for the capitalisation of acquisition costs.
Blackstone Minerals Limited | 34
Notes to the Consolidated Financial Statement for the Period Ended 30 June 2017
1. Summary of Significant Accounting Policies (continued)
(l)
Property, plant and equipment
All property, plant and equipment is stated at historical cost less depreciation. Historical
cost includes expenditure that is directly attributable to the acquisition of the items.
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 company and the cost of the item can be measured reliably.
All other repairs and maintenance are charged to the statement of profit or loss and
comprehensive income during the financial period in which they are incurred.
Land is not depreciated. Depreciation on assets is calculated using the diminishing value
method to allocate their cost, net of their residual values, over their estimated useful lives,
as follows:
Plant and equipment - office
Furniture and equipment - office
Plant and equipment - field
Motor vehicles
Leasehold improvements
40.0%
20.0%
40.0%
40.0%
25.0%
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at
each balance 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 (Note 1(h)). Gains and losses on disposals are determined by
comparing proceeds with carrying amount. These are included in the statement of
comprehensive income.
(m)
Investments and Other Financial Assets
(i) Classification
The company classifies its financial assets as available-for-sale financial assets.
The classification depends on the purpose for which the investments were
acquired. Management determines the classification of its investments at initial
recognition and re-evaluates this designation at the end of each reporting date
(ii) Available-for-sale financial assets
Available-for-sale financial assets, comprising principally marketable equity
securities, are non-derivatives that are either designated in this category or not
classified in any of the other categories. They are included in non-current assets
unless the investment matures or management intends to dispose of the
investment within 12 months of the end of the reporting period. Investments are
designated as available-for-sale if they do not have fixed maturities and fixed or
determinable payments and management intends to hold them for the medium
to long term.
(iii) Measurement
Changes in the fair value of monetary securities denominated in a foreign
currency and classified as available-for-sale are analysed between translation
differences resulting from changes in amortised cost of the security and other
changes in the carrying amount of the security. The translation differences
related to changes in the amortised cost are recognised in profit or loss, and other
changes in carrying amount are recognised in other comprehensive income.
Changes in the fair value of other monetary and non-monetary securities
classified as available-for-sale are recognised in other comprehensive income.
Blackstone Minerals Limited | 35
Notes to the Consolidated Financial Statement for the Period Ended 30 June 2017
(m)
Investments and Other Financial Assets (continued)
(iv)
Impairment
The company assesses at the end of each reporting period whether there is objective
evidence that a financial asset or group of financial assets is impaired. A financial asset
or a group of financial assets is impaired and impairment losses are incurred only if there
is objective evidence of impairment as a result of one or more events that occurred after
the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an
impact on the estimated future cash flows of the financial asset or group of financial
assets that can be reliably estimated.
(n)
(o)
(p)
Trade and other payables
These amounts represent liabilities for goods and services provided to the company prior
to the end of financial period which are unpaid. The amounts are unsecured and are
usually paid within 30 days of recognition.
Provisions
Provisions are recognised when: the company has a present legal or constructive
obligation as a result of past events; it is probable that an outflow of resources will be
required to settle the obligation; and the amount has been reliably estimated. Provisions
are not recognised for future operating losses.
Provisions are measured at the present value of management’s best estimate of the
expenditure required to settle the present obligation at the balance date. The discount
rate used to determine the present value reflects current market assessments of the time
value of money and the risks specific to the liability. The increase in the provision due to
the passage of time is recognised as interest expense.
Employee benefits
(i)
Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits and annual
leave expected to be settled within 12 months of the reporting date are recognised
in respect of employee’s services up to the end of the reporting period and are
measured at the amounts expected to be paid when liabilities are settled. The
liability for annual leave is recognised in the provision for employee benefits. All
other short-term employee benefit obligations are presented as other payables.
Blackstone Minerals Limited | 36
Notes to the Consolidated Financial Statement for the Period Ended 30 June 2017
1. Summary of Significant Accounting Policies (continued)
(ii)
(iii)
Other long-term employee benefit obligations
The liability for long service leave and annual leave which is not expected to be
settled within 12 months after the end of the period in which the employees
render the related service is recognised in the provision for employee benefits
and measured as the present value of expected future payments to be made in
respect of services provided by employees up to the reporting date using the
projected unit credit method. Consideration is given to expected future wage and
salary levels, experience of employee departures and periods of service. Expected
future payments are discounted using market yields at the reporting date on
national government bonds with terms to maturity and currency that match, as
closely as possible, the estimated future cash outflows.
The obligations are presented as current liabilities in the balance sheet if the
entity does not have an unconditional right to defer settlement for at least twelve
months after the reporting date, regardless of when the actual settlement is
expected to occur.
Share-based payments
The company provides benefits to employees (including directors) of the group in
the form of share-based payment transactions, whereby employees render
services
in exchange for shares or rights over shares (‘equity-settled
transactions’). There is currently an Employee Incentive Scheme (IOS), which
provides benefits to directors and senior executives. The cost of these equity-
settled transactions with employees is measured by reference to the fair value at
the date at which they are granted. The fair value is determined using a Black-
Scholes option pricing model that takes into account the exercise price, the term
of the option, the impact of dilution, the share price at grant date and expected
volatility of the underlying share, the expected dividend yield and the risk free
interest rate for the term of the option.
In valuing equity-settled transactions, no account is taken of any performance
conditions, other than conditions linked to the price of shares of Blackstone
Minerals Limited (‘market conditions’). The number of shares expected to vest is
estimated based on the non-market vesting conditions and the probability the
option will be exercised.
(q)
Contributed equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the
issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.
Incremental costs directly attributable to the issue of new shares for the acquisition of a
business are not included in the cost of the acquisition as part of the purchase
consideration.
(r)
Earnings per share
(i)
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to equity
holders of the company excluding any costs of servicing equity other than
ordinary shares, by the weighted average number of ordinary shares outstanding
during the financial period, adjusted for bonus elements in ordinary shares issued
during the period.
Blackstone Minerals Limited | 37
Notes to the Consolidated Financial Statement for the Period Ended 30 June 2017
1. Summary of Significant Accounting Policies (continued)
(ii)
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic
earnings per share to take into account the after tax effect of interest and other
financing costs associated with the dilutive potential ordinary shares and the
weighted average number of shares assumed to have been issued for no
consideration in relation to dilutive potential ordinary shares.
(s) Goods and services tax (‘GST’)
Revenues, expenses and assets are recognised net of the amount of associated GST, unless
the GST incurred is not recoverable from the taxation authority. In this case it is recognised
as part of the cost of acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable.
The net amount of GST recoverable from, or payable to, the taxation authority is included
with other receivables or payables in the statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from
investing or financing activities which are recoverable from, or payable to the taxation
authority, are presented as operating cash flow.
(t) New and amended standards and interpretations
A number of new standards, amendments to standards and interpretations issued by the
AASB which are not yet mandatorily applicable to the group have not been applied 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.
(i)
AASB 9 Financial Instruments and associated Amending Standards (applicable
for annual reporting period commencing 1 January 2018)
The Standard will be applicable retrospectively (subject to the comment on hedge
accounting below) and includes revised requirements for the classification and
measurement of financial instruments, revised recognition and derecognition
requirements for financial instruments and simplified requirements for hedge
accounting.
Key changes made to this standard that may affect the Group on initial application
include certain simplifications to the classification of financial assets, simplifications
to the accounting of embedded derivatives, and the irrevocable election to recognise
gains and losses on investments in equity instruments that are not held for trading
in other comprehensive income.
The directors anticipate that the adoption of AASB 9 will not have a material impact
on the Group’s financial instruments.
(ii)
AASB 16: Leases (applicable to annual reporting periods commencing on or
after 1 January 2019)
AASB 16 removes the classification of leases as either operating leases or finance
leases for the lessee effectively treating all leases as finance leases. Short term leases
(less than 12 months) and leases of a low value are exempt from the lease accounting
requirements. Lessor accounting remains similar to current practice.
The directors anticipate that the adoption of AASB 16 will not have a material impact
on the Group’s recognition of leases and disclosures.
Blackstone Minerals Limited | 38
Notes to the Consolidated Financial Statement for the Period Ended 30 June 2017
1. Summary of Significant Accounting Policies (continued)
(iii)
AASB 15: Revenue from Contracts with Customers (applicable to annual
reporting periods commencing on or after 1 January 2018).
When effective, this Standard will replace the current accounting requirements
applicable to revenue with a single, principles-based model. Apart from a limited
number of exceptions, including leases, the new revenue model in AASB 15 will apply
to all contracts with customers as well as non-monetary exchanges between entities
in the same line of business to facilitate sales to customers and potential customers.
This Standard will require retrospective restatement, as well as enhanced
disclosures regarding revenue.
The core principle of the Standard is that an entity will recognise revenue to depict
the transfer of promised goods or services to customers in an amount that reflects
the consideration to which the entity expects to be entitled in exchange for the goods
or services. To achieve this objective, AASB 15 provides the following five-step
process:
▪ identify the contract(s) with a customer;
▪ identify the performance obligations in the contract(s);
▪ determine the transaction price;
▪ allocate the transaction price to the performance obligations in the contract(s);
and
▪ recognise revenue when (or as) the performance obligations are satisfied.
The directors anticipate that the adoption of AASB 15 will not have a material impact
on the Group’s Financial Statements.
AASB 2014-10: Amendments to Australian Accounting Standards – Sale or
Contribution of Assets between an Investor and its Associate or Joint Venture
(applicable to reporting periods commencing on or after 1 January 2018).
This Standard amends AASB 10: Consolidated Financial Statements with regards to
a parent losing control over a subsidiary that is not a “business” as defined in AASB
3: Business Combinations to an associate or joint venture and requires that:
▪ a gain or loss (including any amounts in other comprehensive income (OCI)) be
recognised only to the extent of the unrelated investor’s interest in that associate
or joint venture;
▪
the remaining gain or loss be eliminated against the carrying amount of the
investment in that associate or joint venture; and
▪ any gain or loss from remeasuring the remaining investment in the former
subsidiary at fair value also be recognised only to the extent of the unrelated
investor’s interest in the associate or joint venture. The remaining gain or loss
should be eliminated against the carrying amount of the remaining investment.
The directors anticipate that the adoption of AASB 2014-10 will not have a material
impact on the Group’s Financial Statements.
(iv)
Other standards not yet applicable
There are no other standards that are not yet effective and that would be expected to
have a material impact on the entity in the current or future reporting periods and
on foreseeable future transactions.
Blackstone Minerals Limited | 39
Notes to the Consolidated Financial Statement for the Period Ended 30 June 2017
2. Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and
other factors, including expectations of future events that may have a financial impact on the
entity and that are believed to be reasonable under the circumstances.
The group makes estimates and assumptions concerning the future. The resulting accounting
estimates and judgements may differ from the related actual results and may have a significant
effect on the carrying amount of assets and liabilities within the next financial year and on the
amounts recognised in the financial statements. The estimates and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year are discussed below.
(i) Capitalisation of acquisition costs on exploration projects
Acquisition costs incurred in acquiring exploration assets are carried forward where
right of tenure of the area of interest is current. These costs are carried forward in
respect of an area that has not at balance sheet date reached a stage that permits
reasonable assessment of the existence of economically recoverable reserves.
(ii) Deferred Tax Assets
Deferred tax assets for unrealised losses have not been recognised on the Statement
of Financial Position as the Company has considered it not probable at balance sheet
date there to be future taxable profits.
Notes
Revenue
3.
(a) From continuing operations
Interest received
Total revenue from continuing operations
4.
Expenses
Profit before income tax includes the following specific expenses:
(a) Employee benefits expense
Salary and wages expense
Defined contribution superannuation expense
Total employee benefits expense
(b) Occupancy expense
Operating lease expense
Other occupancy costs
Total occupancy expense
(c) Depreciation of non-current assets
Plant and equipment - office
Total depreciation of non-current assets
(d) Finance costs in respect of finance leases
Other bank and finance charges
Total finance costs in respect of finance leases
5.
Auditor’s Remuneration
Remuneration of the auditor of the group
Auditing or reviewing the financial statements
Other non-assurance services
Total auditor remuneration
Consolidated
30 June 2017
$
14,504
14,504
116,335
13,351
129,686
37,696
-
37,696
471
471
1,048
1,048
20,800
8,304
29,104
Blackstone Minerals Limited | 40
Notes to the Consolidated Financial Statement for the Period Ended 30 June 2017
Notes
6.
(a)
Income Tax Expense
Income tax expense
Current tax
Deferred tax
Total income tax (expense)/benefit
Deferred income tax expense included in income tax expense comprises:
(Increase) in deferred tax assets (Note 6(c))
Increase in deferred tax liabilities (Note 6(d))
(b) Numerical reconciliation of income tax expense to prima facie tax payable
Profit/(loss) from continuing operations before income tax expense
Tax (tax benefit) at the tax rate of 27.5%
Tax effect of amounts which are not deductible (taxable) in calculating
taxable income:
Share based payments
Other non-deductible amounts
Unrecognised tax losses
Income tax expense
(c) Deferred tax assets
Tax losses
Employee benefits
Other accruals
Total deferred tax assets
Set-off deferred tax liabilities (Note 6(d))
Net deferred tax assets
(d) Deferred tax liabilities
Exploration expenditure
Other
Total deferred tax liabilities
Set-off deferred tax assets (Note 6(c))
Net deferred tax liabilities
Consolidated
30 June 2017
$
-
-
-
-
-
-
(865,159)
(237,919)
23,139
91
214,689
-
-
-
-
-
-
-
-
-
-
-
-
(e) Tax losses
Unused tax losses for which no DTA has been recognized
Potential tax benefit at 27.5%
(f) Unrecognised temporary differences
Unrecognised deferred tax asset relating to capital raising costs
832,740
229,004
72,789
Blackstone Minerals Limited | 41
Notes to the Consolidated Financial Statement for the Period Ended 30 June 2017
Consolidated
30 June 2017
$
616,932
2,000,000
2,616,932
37,912
37,912
30,000
30,000
Notes
Cash & Cash Equivalents
7.
(a) Cash & cash equivalents
Cash at bank and in hand
Deposits at call
Total cash and cash equivalents
(b) Cash at bank and on hand
Cash on hand is non-interest bearing. Cash at bank bears interest rates
between 0.00% and 1.00%
(c) Deposits at call
Deposits at call are bearing interest rates between 2.10% and 2.46%
Trade & Other Receivables
8.
(a) Current
Other receivables
Total current trade and other receivables
(b) Non-Current
Deposits1
Total non-current trade and other receivables
1 Deposits include cash of $30,000 to secure a bank guarantee facility to
provide a corporate credit card facility.
(c) Past due and impaired receivables
As at 30 June 2017, there were no other receivables that were past due or
impaired.
(d) Effective interest rates and credit risk
Information concerning effective interest rates and credit risk of both
current and non-current trade and other receivables is set out in Note 16.
Blackstone Minerals Limited | 42
Notes to the Consolidated Financial Statement for the Period Ended 30 June 2017
Consolidated
9. Property, Plant & Equipment
Period ended 30 June 2017
Opening net book amount
Additions
Impairment
Depreciation charge
Closing net book amount
At 30 June 2017
Cost or fair value
Accumulated depreciation
Net book amount
Plant &
Equipment
$
Assets Under
Construction1
$
-
5,095
-
(471)
4,624
5,095
(471)
4,624
-
29,945
-
-
29,945
29,945
-
29,945
Total
$
-
35,040
-
(471)
34,569
35,040
(471)
34,569
1
Assets under construction represent part-payment for the office fit-out costs at Level 3, 24 Outram Street,
West Perth.
10.
(a)
(b)
Exploration & Evaluation Expenditure
Non-current
Opening balance
Exploration and acquisition costs
Write offs/provisions
Total non-current exploration and evaluation expenditure
Consolidated
2017
$
-
2,117,182
(517,182)
1,600,000
The value of the group’s interest in exploration expenditure is dependent upon:
the continuance of the group’s rights to tenure of the areas of interest;
the results of future exploration; and
the recoupment of costs through successful development and exploitation of the areas
of interest, or alternatively, by their sale.
▪
▪
▪
The group’s exploration properties may be subjected to claim(s) under native title, or contain
sacred sites, or sites of significance to Aboriginal people. As a result, exploration properties or
areas within the tenements may be subject to exploration restrictions, mining restrictions
and/or claims for compensation. At this time, it is not possible to quantify whether such claims
exist, or the quantum of such claims.
11.
Trade & Other Payables
Current
Trade Payables
Other Payables
Total current trade & other payables
No trade or other payables are considered past due and are
generally settled within 30 days.
12.
Provisions
Current
Employee entitlements
Total current provisions
24,970
127,367
152,337
5,738
5,738
Blackstone Minerals Limited | 43
Notes to the Consolidated Financial Statement for the Period Ended 30 June 2017
13.
(a)
Contributed Equity
Issued capital
Ordinary shares - fully paid
Total issued capital
(b)
Ordinary Shares
Consolidated
2017
Shares
Consolidated
2017
$
35,800,004
35,800,004
4,342,357
4,342,357
Ordinary shares participate in dividends and the proceeds on winding up of the Company in proportion to the
number of shares held and in proportion to the amount paid up on the shares held.
(c)
Options
Information relating to options including details of options issued, exercised and lapsed during the financial
period and options outstanding at the end of the financial period, is set out in Note 14.
Date
Number of
Shares
Issue Price
Total
$
$
13.
Contributed Equity
(d) Movements in issued capital
Opening Balance
Share issue
Share issue
Share issue
Share issue
Share issue – Black Eagle (WA) Pty Ltd
Share issue – Initial Public Offering
Less: Transaction costs
Closing Balance at 30 June 2017
30 Aug 2016
13 Sept 2016
30 Sept 2016
05 Oct 2016
23 Jan 2017
23 Jan 2017
-
4
2,600,000
3,700,000
2,000,000
10,000,000
17,500,000
35,800,004
$1.000
$0.001
$0.001
$0.10
$0.10
-
4
2,600
3,700
200,000
1,000,000
3,500,000
(363,947)
4,342,357
Expiry date
Exercise
price
Balance at
start of
period
Granted
during the
period
Issued/
(Exercised)
during the
period
Cancelled/
lapsed
during the
period
Balance at
end of the
period
14.
(a)
Issued Share Options
2017 unlisted share
option details
12 January 2012
$0.20 cents
-
-
2,000,000
2,000,000
-
-
-
-
2,000,000
2,000,000
Blackstone Minerals Limited | 44
Notes to the Consolidated Financial Statement for the Period Ended 30 June 2017
Expiry date
14.
(b)
Performance Shares
Performance Share
Details
22 January 2022
Balance at
start of
period
Granted
during the
period
Issued/
(Exercised)
during the
period
Cancelled/
lapsed
during the
period
Balance at
end of the
period
-
-
8,000,000
8,000,000
-
-
-
-
8,000,000
8,000,000
Performance Shares are divided equally between the following milestones:
Class A
Class B
Milestone
All prospecting licence applications comprising the
Middle Creek Project being granted (with or without
conditions) under the Mining Act.
On any Tenement, the Company obtaining a drill result
representing a 30 gram per metre gold intersection, or
metal equivalents (as that term is used in paragraph 50
JORC code 2012).
At the date of this report, no milestones have been met.
15.
(a)
Reserves
Unlisted option reserve
Opening balance
Unlisted options issued as part remuneration during the period
Unlisted options issued to consultants
Exercise of options
Total unlisted option reserve
Consolidated
2017
$
-
-
84,140
-
84,140
The unlisted option reserve records items recognised on valuation of director, employee and
contractor share options. Information relating to options issued, exercised and lapsed during the
financial period and options outstanding at the end of the financial period, is set out in Note 14(a).
(b)
Performance Shares Reserve
Opening balance
Performance Shares issued as part of consideration for acquisition of Black
Eagle (WA) Pty Ltd
Closing Balance
-
600,000
600,000
The performance share reserve records items recognised on valuations of vendor performance
shares. Information relating to performance shares issued at the end of the financial period, is set
out in Note 14(b)
(c)
Total reserves
Unlisted option reserve
Performance Shares
Closing Balance
84,140
600,000
684,140
Blackstone Minerals Limited | 45
Notes to the Consolidated Financial Statement for the Period Ended 30 June 2017
16. Financial Instruments, Risk Management Objectives and Policies
The Consolidated Entity’s principal financial instruments comprise cash and short term
deposits. The main purpose of the financial instruments is to earn the maximum amount of
interest at a low risk to the group. The Consolidated Entity also has other financial instruments
such as trade and other receivables and trade and other payables which arise directly from its
operations. For the period under review, it has been the Consolidated Entity’s policy not to trade
in financial instruments.
The main risks arising from the Consolidated Entity’s financial instruments are interest rate
risk and credit risk. The board reviews and agrees policies for managing each of these risks and
they are summarised below:
(a)
Interest Rate Risk
The group’s exposure to interest rate risk, which is the risk that a financial instrument’s
value will fluctuate as a result of changes in market interest rates and the effective
weighted average interest rate for each class of financial assets and financial liabilities
comprises:
Consolidated
Weighted
Average Interest
Rate
%
Floating
Interest Rate
Fixed
Interest
$
$
Non-
interest
bearing
$
Total
$
2017
Financial Assets
Cash and cash equivalents
Trade & other receivables - current
Trade & other receivables - non-current
Financial Liabilities
Trade & other payables - current
2.05%
0.00%
2.10%
0.00%
580,536
-
-
580,536
2,000,000
-
30,000
2,030,000
36,396
37,912
-
74,308
2,616,932
37,912
30,000
2,684,844
-
-
-
-
152,337
152,337
152,337
152,337
The maturity date for all cash, current receivables and trade and other payable financial instruments
included in the above tables is one year or less from balance date. The maturity for the non-current
trade and other receivables is between 1 and 2 years from balance date.
(b) Group sensitivity analysis
The entity’s main interest rate risk arises from cash and cash equivalents with variable
and fixed interest rates. At 30 June 2017, the group’s exposure to interest rate risk is not
considered material.
(c)
Credit risk
Credit risk refers to the risk that counterparty will default on its contractual obligations
resulting in financial loss to the group. The group has adopted the policy of only dealing
with credit worthy counterparties and obtaining sufficient collateral or other security
where appropriate, as a means of mitigating the risk of financial loss from defaults. The
group does not have any significant credit risk exposure to any single counterparty or any
group of counterparties having similar characteristics. The carrying amount of financial
assets recorded in the financial statements, net of any provisions for losses, represents
the group’s maximum exposure to credit risk.
Blackstone Minerals Limited | 46
Notes to the Consolidated Financial Statement for the Period Ended 30 June 2017
16. Financial Instruments, Risk Management Objectives and Policies (continued)
(d) Liquidity risk
The group manages liquidity risk by continuously monitoring forecast and actual cash
flows and matching the maturity profiles of financial assets and liabilities. Due to the
dynamic nature of the underlying businesses, the group aims at ensuring flexibility in its
liquidity profile by maintaining the ability to undertake capital raisings. Funds in excess
of short term operational cash requirements are generally only invested in short term
bank bills.
(e) Net fair value
The carrying value and net fair values of financial assets and liabilities at balance date are:
2017
Carrying
Amount
$
Net fair
Value
$
2,616,932
37,912
30,000
2,684,844
2,616,932
37,912
30,000
2,684,844
152,337
152,337
152,337
152,337
Financial assets
Cash and cash equivalents
Trade & other receivables - current
Trade & other receivables - non-current
Financial Liabilities
Trade and other payables - current
17. Business Combination
(a)
Summary of acquisition
On 23 January 2017 Blackstone Minerals Limited, acquired 100% of the issued capital of
Black Eagle (WA) Pty Ltd. The acquired business contributed a loss of $517,182 to the
group for the period 23 January 2017 and 30 June 2017
Details of the purchase consideration, the net assets acquire and goodwill are as follows:
Purchase consideration:
Cash paid (refer to (b) below)
Performance Shares Issued
Shares Issued to Vendors
Total purchase consideration
$
-
600,000
1,000,000
1,600,000
Blackstone Minerals Limited | 47
Notes to the Consolidated Financial Statement for the Period Ended 30 June 2017
17. Business Combination (continued)
The assets and liabilities recognised as a result of the acquisition are as follows:
Cash
Mineral rights acquired
Total purchase consideration
Goodwill
(b) Purchase consideration – cash outflow
Outflow of cash to acquire subsidiary, net of cash acquired:
Cash consideration
Less: cash acquired
Outflow of cash
Fair Value
$
-
1,600,000
1,600,000
-
2017
$
-
-
-
Acquisition-related costs
There are nil costs to acquire the subsidiary. The acquisition-related costs of $103,461 for reimbursement to the
vendors for previous incurred costs relating the project tenements of Black Eagle (WA) Pty Ltd are included in profit
or loss and in operating cash flows in the statement of cash flows.
Blackstone Minerals Limited | 48
Notes to the Consolidated Financial Statement for the Period Ended 30 June 2017
18. Earnings per Share
(a) Earnings/(Loss)
Earnings/(loss) used in the calculation of basic EPS
(b) Weighted average number of ordinary shares (‘WANOS’)
WANOS used in the calculation of basic earnings per share:
Consolidated
2017
$
(865,159)
18,313,059
19. Cash Flow Information
(a) Reconciliation of cash flows from operating activities with loss from ordinary activities after income tax:
(Loss) from ordinary activities after income tax
Depreciation
Share based payments
Changes in assets and liabilities:
(Increase)/Decrease in operating receivables & prepayments
Increase/(decrease) in trade and other payables
Increase/(decrease) in employee provisions
Net cash (outflows) from Operating Activities
(b) Non-cash investing and financing
Acquisition of Black Eagle (WA) Pty Ltd – Issue of Ordinary Shares and
Options. Refer to Note 17.
20. Commitments
(a) Exploration commitments
Not longer than one year
Longer than one year, but not longer than five years
Longer than five years
(865,159)
471
84,140
(37,912)
152,337
5,738
660,385
1,600,000
115,102
460,410
-
575,512
In order to maintain rights of tenure to mining tenements subject to these agreements, the group would
have the above discretionary exploration expenditure requirements up until expiry of leases. These
obligations, which are subject to renegotiation upon expiry of the leases, are not provided for in the
financial statements and are payable per the above maturities. If the company decides to relinquish
certain leases and/or does not meet these obligations, assets recognised in the statement of financial
position may require review to determine the appropriateness of carrying values. The sale, transfer or
farm-out of exploration rights to third parties will reduce or extinguish these obligations.
(b) Lease commitments: group as lessee
Non-cancellable operating leases
Not longer than one year
Longer than one year, but not longer than five years
Longer than five years
137,250
274,500
-
411,750
The company, as either joint or sole tenant, has entered into a non-cancellable operating lease for the
head office. The lease is for an initial 3 year period with an option to extend for a further 3 years each as
requested by the tenants.
Blackstone Minerals Limited | 49
Notes to the Consolidated Financial Statement for the Period Ended 30 June 2017
21. Events Occurring After Balance Date
Since, 30 June 2017 the company entered into a Binding Heads of Agreement on 26 July 2017
for the acquisition of Cobalt One Energy Corp (Canada) including the Little Gem Project and the
Cartier Project. The Execution of the Definitive Agreement was finalised on 24 August 2017,
subject to a shareholder meeting held on 6 October 2017 and other compliance matters with
the final date for completion of the transaction to be no later than 31 October 2017.
The acquisition consists of 25 million ordinary shares to be issued to Cobalt One Energy Corp
(Canada) shareholders and a condition of the acquisition is Mr Michael Konnert of Cobalt One
Energy Corp will be appointed to the Board of Directors following completion of the acquisition.
The material terms of the Definitive Agreement are in accordance with the previously
announced Binding Heads of Agreement as follows:
(a)
(b)
the consideration for the Acquisition will be satisfied by the issue of 25,000,000 fully paid
ordinary shares subject to Shareholder approval in the Company to the Cobalt One
shareholders;
the Company shall assume Cobalt One’s obligations under the Goldbridge Option
Agreement for C$700,000 (being the equivalent of approximately A$710,000) of staged
option payments payable in respect of the Little Gem Gold-Cobalt Project in the following
instalments: first payment of C$200,000 due on completion of the Acquisition, second
payment of C$250,000 due on or before 3 months after completion and a final payment
of C$250,000 due on or before 6 months from the date of completion, upon payment of
which, Cobalt One will become the 100% owner of the Little Gem Project:
(c)
in respect of the Little Gem Gold-Cobalt Project, the Company will be required to pay the
following royalties:
i.
ii.
in respect of the first 10,000 tonnes of ore mined from the Project, a 20% net profits
interest and a 1% Net Smelter Return (NSR) royalty shall be payable to the current
owner of the Little Gem Gold-Cobalt Project; and
a NSR royalty equal to 2.5% thereafter (over 10,000 tonnes) shall be payable to the
current owner of the Little Gem Gold-Cobalt Project.
Further to this announcement the company is seeking shareholder approval to issue 8,000,000
performance shares each convertible into one fully paid ordinary share to certain Cobalt One
shareholders in association with the Acquisition, as well as 8,000,000 performance shares to
Directors and Management of Blackstone Minerals.
There were no further events that has significantly affected the group’s operations, results or
state of affairs, or may do so in future years.
Blackstone Minerals Limited | 50
Notes to the Consolidated Financial Statement for the Period Ended 30 June 2017
22. Segment Information
(a) Description of segments
Management has determined the operating segments based on the reports reviewed by
the chief operating decision maker that are used to make strategic decisions. For the
purposes of segment reporting the chief operating decision maker has been determined
as the board of directors. The amounts provided to the board of directors with respect to
total assets and profit or loss is measured in a manner consistent with that of the financial
statements. Assets are allocated to a segment based on the operations of the segment and
the physical location of the asset.
The board monitors the entity primarily from a geographical perspective, and has
identified two operating segments, being exploration for mineral reserves within
Australia and the corporate/head office function.
Segment information provided to the board of directors
The segment information provided to the board of directors for the reportable segments
is as follows:
(b)
2017
Total segment revenue
Interest revenue
Depreciation and amortisation expense
Total segment loss before income tax
Total segment assets
30 June 2017
Total segment liabilities
30 June 2017
Exploration
Australia
$
Corporate
$
Total
$
-
-
-
(517,182)
14,504
14,504
471
(347,977)
14,504
14,504
471
(865,159)
1,600,000
2,719,413
4,319,413
14,246
143,829
158,075
(c) Measurement of segment information
All information presented in part (b) above is measured in a manner consistent with that
in the financial statements.
(d)
Segment revenue
No inter-segment sales occurred during the current period. The entity is domiciled in
Australia. No revenue was derived from external customers in countries other than the
country of domicile. Revenues of $14,504 were derived from one Australian financial
institution during the period. These revenues are attributable to the corporate segment.
(e) Reconciliation of segment information
Total segment revenue, total segment profit/(loss) before income tax, total segment
assets and total segment liabilities as presented in part (b) above, equal total entity
revenue, total entity profit/(loss) before income tax, total entity assets and total entity
liabilities respectively, as reported within the financial statements.
Blackstone Minerals Limited | 51
Notes to the Consolidated Financial Statement for the Period Ended 30 June 2017
23. Related Party Transactions
(a) Parent entity
The ultimate parent entity within the group is Blackstone Minerals Limited.
(b)
Subsidiaries
Interests in subsidiaries are set out in Note 26.
(c) Key management personnel compensations
Key Management Personnel Compensation
Short-term employee benefits
Post-employment benefits
Eligible termination payments
Share-based payments
Total key management personnel compensation
(d) Transactions with other related parties
The following transactions occurred with related parties:
(i)
(ii)
Recharges to KMP related entities
Recharge of rent and shared office costs
Recharges to Venture Minerals Limited
Recharges to Alicanto Minerals Limited
Purchases from KMP related entities
Rent of office building and shared office costs
Payments to Venture Minerals Limited
Payments to Onedin Enterprises
Consolidated
2017
$
136,194
8,594
-
-
144,788
2017
$
39,008
16,004
103,679
2012
(e) Terms and conditions of related party transactions
Transactions between related parties are on commercial terms and conditions, no more
favourable than those available to other parties unless otherwise stated.
24. Share Based Payments
(a) Fair value of listed options granted
There are no listed options on issue.
Blackstone Minerals Limited | 52
Notes to the Consolidated Financial Statement for the Period Ended 30 June 2017
24. Share Based Payments (continued)
(b) Fair value of unlisted options granted
30 June 2017
The weighted average fair value of the 2,000,000 options granted in current year was
$0.042. The price was calculated by using the Black-Scholes European Option Pricing
Model applying the following inputs:
Weighted average exercise price (cents)
Weighted average life of the option (years)
Weighted average underlying share price (cents)
Expected share price volatility
Weighted average risk free interest rate of
2017
$0.20
4.2
$0.10
90.0%
1.8%
Volatility of similar entities has been the basis for determining expected share price
volatility as it assumed that this is indicative of future tender, which may not eventuate.
The life of the options is based on historical exercise patterns, which may not eventuate
in the future.
Total share-based payment transactions recognised during the period are set out below.
Details of other options movements are set out in Note 14.
Unlisted options
Options issued to directors, employees and consultants
2017
$
84,140
25. Contingent Liabilities
There are no contingent liabilities outstanding at the end of the period.
26. Subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the
following subsidiaries in accordance with the accounting policy described in note 1(b):
Name of entity
Country of incorporation
Class of Shares
Equity HoldingA
2017
%
Black Eagle (WA) Pty Ltd
Australia
Ordinary
100
A
The proportion of ownership interest is equal to the proportion of voting power held.
Blackstone Minerals Limited | 53
Notes to the Consolidated Financial Statement for the Period Ended 30 June 2017
27.
(a)
(b)
(c)
(d)
Parent Entity Information
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non current liabilities
Total liabilities
Equity
Contributed equity
Reserves
Accumulated losses
Total equity
Total Comprehensive loss for the period
Loss for the period after income tax
Other comprehensive income for the period
Total comprehensive loss for the period
(e)
The parent entity has not guaranteed any loans for any entity during the period.
(f)
The parent entity has no contingent liabilities at the end of the financial year.
(g)
Lease commitments: Parent as Lessee
Non-cancellable operating leases
Not longer than one year
Longer than one year, but not longer than five years
Longer than five years
Total Lease Commitments - Parent
Parent
2017
$
2,654,844
1,664,569
4,319,413
158,075
-
158,075
4,342,357
684,140
(865,159)
4,161,338
(865,159)
-
(865,159)
137,250
274,500
-
411,750
Blackstone Minerals Limited | 54
Director’s Declaration
In the Directors’ opinion
(a)
the financial statements and notes set out on pages 26 to 54 are in accordance with the
Corporations Act 2001, including:
(i)
complying with Accounting Standards, the Corporations Regulations 2001 and other
mandatory professional reporting requirements; and
giving a true and fair view of the consolidated entity's financial position as at 30 June
2017 and of its performance for the period ended on that date; and
(ii)
(b)
(c)
(d)
there are reasonable grounds to believe that the company will be able to pay its debts as
and when they become due and payable; and
the audited remuneration disclosures set out on pages 15 to 22 of the directors’ report
comply with section 300A of the Corporations Act 2001; and
the financial statements and notes thereto are in accordance with International Financial
Reporting Standards issued by the International Accounting Standards Board.
The directors have been given the declarations by the chief executive officer and chief financial officer
required by section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the Board of Directors.
Andrew Radonjic
Technical Director
Perth, Western Australia, 28 September 2017
Blackstone Minerals Limited | 55
Stantons International Audit and Consulting Pty Ltd
trading as
Chartered Accountants and Consultants
PO Box 1908
West Perth WA 6872
Australia
Level 2, 1 Walker Avenue
West Perth WA 6005
Australia
Tel: +61 8 9481 3188
Fax: +61 8 9321 1204
ABN: 84 144 581 519
www.stantons.com.au
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
BLACKSTONE MINERALS LIMITED
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Blackstone Minerals Limited, the Company and its subsidiaries (“the
Group”), which comprises the consolidated statement of financial position as at 30 June 2017, the consolidated
statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and
the consolidated statement of cash flows for the period from the date of incorporation (30 August 2016) to 30 June
2017, and notes to the financial statements, including a summary of significant accounting policies, and the
directors' declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
(i)
giving a true and fair view of the Group's financial position as at 30 June 2017 and of its financial
performance for the period from 30 August 2016 to 30 June 2017; and
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of our
report. We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's
APES 110: Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial
report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
We have defined the matters described below to be key audit matters to be communicated in our report.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Liability limited by a scheme approved
under Professional Standards Legislation
Key Audit Matters
How the matter was addressed in the audit
Carrying Value of Exploration and Evaluation
Expenditure
As at 30 June 2017, Capitalised Exploration and
Evaluation Expenditure totals $1,600,000 (refer to
Note 10 of the financial report).
The carrying value of Capitalised Exploration and
Evaluation Expenditure is a key audit matter due
to:
•
•
•
The significance of the total balance (37% of
total assets);
to assess management’s
The necessity
the
requirements of
the
application of
accounting standard Exploration
for and
Evaluation of Mineral Resources (“AASB 6”),
in light of any indicators of impairment that
may be present; and
The assessment of significant judgements
made by management
the
Capitalised Exploration
and Evaluation
Expenditure.
in relation
to
Inter alia, our audit procedures
following:
included
the
i. Assessing the Group’s right to tenure over
exploration assets by corroborating
the
ownership of the relevant licences for mineral
resources to government registries and relevant
third-party documentation;
ii. Reviewing the directors’ assessment of the
carrying value of the exploration and evaluation
costs, ensuring
the data
the veracity of
that management have
presented and
considered the effect of potential impairment
indicators, commodity prices and the stage of
the Group’s projects also against AASB 6;
iii. Evaluation of Group documents for consistency
with the intentions for continuing exploration
and evaluation activities in certain areas of
interest and corroborated with interviews with
management. The documents we evaluated
included:
▪ Minutes of the board and management;
▪ Announcements made by the Group to the
Australian Securities Exchange;
▪ Cash flow forecasts and
iv. Consideration
of
of
the
accounting standard AASB 6 and reviewed the
to ensure appropriate
financial statements
disclosures are made.
requirements
Other Information
The directors are responsible for the other information. The other information comprises the information included
in the Group’s annual report for the period ended 30 June 2017, but does not include the financial report and our
auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any
form of assurance opinion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed,
we conclude that there is a material misstatement of this other information, we are required to report that fact. We
have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic
alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with Australian Auditing Standards, we exercise professional judgement and
maintain professional scepticism throughout the audit. 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.
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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 conclude on the appropriateness of the Directors' use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor's report to the related disclosures in the financial report or,
if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to
cease to continue as a going concern.
We evaluate the overall presentation, structure and content of the financial report, including the disclosures, and
whether the financial report represents the underlying transactions and events in a manner that achieves fair
presentation.
We obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the financial report.
We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in Internal control that we identify during our
audit.
The Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements.
We also provide the Directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably
be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Directors, we determine those matters that were of most significance in
the audit of the financial report of the current period and are therefore key audit matters. We describe these
matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Report on the Remuneration Report
We have audited the Remuneration Report included in pages 15 to 22 of the directors’ report for the period ended
30 June 2017. The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to
express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian
Auditing Standards
Opinion on the Remuneration Report
In our opinion, the Remuneration Report of Blackstone Minerals Limited for the period ended 30 June 2017
complies with section 300A of the Corporations Act 2001.
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD
(Trading as Stantons International)
(An Authorised Audit Company)
Martin Michalik
Director
West Perth, Western Australia
28 September 2017
Additional Shareholder Information
Corporate Governance Statement
In accordance with ASX Listing Rule 4.10.3 the company’s Corporate Governance Statement can be
found on the company’s website, refer to
http://www.blackstoneminerals.com.au/index.php/profile/corporate-governance
Distribution of equity securities
Analysis of numbers of equity security holders by size of holding as at 20 September 2017 were as
follows:
Holding
1- 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
Holders of less than a marketable parcel: 7
Substantial Shareholders
Number of Shareholders
Fully Paid Ordinary Shares
4
23
59
202
58
346
The names of the substantial shareholders as at 20 September 2017:
Shareholder
Lenore Radonjic
Hamish Halliday
Stephen Parsons
Kiri Dorji
Number
2,658,751
2,831,383
2,500,000
2,500,001
Voting Rights - Ordinary Shares
In accordance with the holding company's Constitution, on a show of hands every member present in
person or by proxy or attorney or duly authorised representative has one vote. On a poll every
member present in person or by proxy or attorney or duly authorised representative has one vote for
every fully paid ordinary share held.
Restricted Securities
There are 17,300,000 ordinary shares subject to a 24 month escrow from the date of listing, plus
8,000,000 performance shares and 1,000,000 options exercisable at $0.20 on or before 12 January
2020 subject to 12 month escrow period.
Unquoted Securities
Exercise
price
Vesting conditions
Expiry date
Number of
options
Number
of
holders
Unlisted options
$0.20
Nil
12 Jan 2020
2,000,000
2
Blackstone Minerals Limited | 60
Additional Shareholder Information
Performance Shares are divided equally between the following milestones:
Class
A – 4,000,000
B – 4,000,000
Milestone
All prospecting licence applications comprising the Middle Creek Project
being granted (with or without conditions) under the Mining Act.
On any Tenement, the Company obtaining a drill result representing a 30
gram per metre gold intersection, or metal equivalents (as that term is used
in paragraph 50 JORC code 2012).
Equity security holders
The names of the twenty largest ordinary fully paid shareholders as at 19 September 2017 are as
follows:
Shareholder
DORJI KIRI MARGUERITE
PARSONS STEPHEN ANDREW
RADONJIC LENORE THERESA
HALLIDAY HAMISH PETER
J & J BANDY NOM PL
SEVENTY THREE PL
DUNNACHIE ALICIA
RATDOG PL
KOBIA HLDGS PL
OMONDALI PL
TARDIS FORME PL
BROWN PAUL GREGORY + J O
SYMORGH INV PL
BANDY GREGORY JOHN
RIDGE STREET INV PL
SMITH MERLE + KATHRYN
BAHEN MARK JOHN + M P
O'NEILL STACEY
WILLSTREET PL
CAUTIOUS PL
ASX Listing Rule 4.10.19
Number
2,550,001
2,500,001
2,500,001
2,500,000
1,575,000
1,150,000
1,000,000
850,000
650,000
600,000
500,000
450,000
386,118
350,000
320,000
300,000
300,000
300,000
250,830
250,000
19,281,951
% Held of Issued
Ordinary Capital
7.12%
6.98%
6.98%
6.98%
4.40%
3.21%
2.79%
2.37%
1.82%
1.68%
1.40%
1.26%
1.08%
0.98%
0.89%
0.84%
0.84%
0.84%
0.70%
0.70%
53.86%
In accordance with Listing Rule 4.10.19, the company states that it has used the cash and assets in a
form readily convertible to cash that it had at the time of admission in a way consistent with its
business objectives. The business objective is primarily mineral exploration.
Blackstone Minerals Limited | 61
Schedule of Tenements
As at 20 September 2017
Project
Red Gate
Location
Tenement
Interest
Western Australia
E31/1096
Silver Swan South
Silver Swan South
Silver Swan South
Silver Swan South
Silver Swan South
Silver Swan South
Silver Swan South
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
P27/2191
P27/2192
P27/2193
P27/2194
P27/2195
P27/2196
E27/545
Key
E:
P
Exploration Licence
Prospecting Licence
100%
100%
100%
100%
100%
100%
100%
100%
Blackstone Minerals Limited | 62