f
Annual Report
30 June 2018
ANNUAL REPORT
30 JUNE 2018
ABN 96 614 534 226
N 96 614 534 226
Corporate Directory
Non-Executive Chairman
Hamish Halliday
Managing Director
Scott Williamson
Technical Director
Andrew Radonjic
Non-Executive Directors
Stephen Parsons
Michael Konnert
Joint Company Secretaries
Jamie Byrde
Michael Naylor
Principal & Registered Office
Level 3, 24 Outram Street
WEST PERTH WA 6005
Telephone: (08) 9425 5217
Facsimile: (08) 6500 9982
Share Registry
Security Transfers Australia 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
2018 Annual Report
2
3
32
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63
64
68
71
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 year ended 30 June 2018.
During the year, Blackstone exercised the option to acquire a 100% interest in the High Grade Little
Gem Cobalt-Gold Project in British Columbia, Canada and successfully raised $5 million to fund the
maiden drilling campaign and the 2018 exploration program. After acquiring Little Gem, the Company
quadrupled its target strike zone by acquiring an extensive land holding with a total of 48 km of
untested strike of highly prospective geology analogous to the world class Bou-Azzer primary Cobalt
district in Morocco.
The maiden drilling campaign at the Little Gem Cobalt-Gold prospect delivered intersections of High
Grade Cobalt and Gold mineralisation from drilling near the historic adits. After completing the maiden
drilling campaign and subsequent to the end of the year, Blackstone conducted an IP survey which
highlighted a number of larger sulfide targets that exist along strike to the east and west of Little Gem.
The IP anomalies have been elevated to our highest priority targets to be drill tested at the earliest
opportunity.
During the winter season in Canada the Company turned its focus to the Silver Swan South Project near
Kalgoorlie. The Silver Swan South project is located 8 km along strike of the interpreted extension of
the Fitzroy Shear Zone which hosts the Kanowna Belle Gold Mine (+5 Moz gold endowment). The
project is also located 10km south of the Silver Swan Nickel Mine and within a similar ultramafic
package that is also prospective for Nickel Sulfide mineralisation. Blackstone’s second phase aircore
drilling program at Silver Swan South intersected gold mineralisation and extensive basement
geochemical anomalism with results indicating an emerging gold discovery to be drill tested over the
coming months.
The 2018 field program at Little Gem has incorporated over 700 regional soil, rock chip and stream
sediment samples throughout the entire 335 km2 of tenure. The initial geochemical and geophysical
results give the Company confidence that the Little Gem Cobalt-Gold Project could host a belt-scale
opportunity similar to the Bou-Azzer district in Morocco. This will appeal to Cobalt end-users looking
for a long term supply of the key ingredient in the cathode chemistry of the Lithium Ion battery. The
Company continues to see strong fundamentals associated with the supply and demand scenario for
Cobalt over the short to medium term. As further data is processed over the coming months the
Company will be in a strong position to understand the potential for Little Gem and the Bralorne
district to potentially host a world class Cobalt camp.
Hamish Halliday
Non-Executive Chairman
Blackstone Minerals Limited | 2
Directors’ Report
For the year ended 30 June 2018
The Directors of Blackstone Minerals Limited submit herewith the consolidated financial statements
of the Company and its controlled entities (“Consolidated Entity” or “Group”) for the year ended 30
June 2018 in order to comply with the provisions of the Corporations Act 2001.
Directors
1.
The following persons were Directors of Blackstone Minerals Limited during the whole of the
financial year and up to the date of this report, unless otherwise stated:
Mr Hamish Halliday Non-Executive Chairman
Mr Scott Williamson Managing Director (Appointed 6 November 2017)
Mr Andrew Radonjic Technical Director
Mr Stephen Parsons Non-Executive Director (Appointed 30 October 2017)
Mr Michael Konnert Non-Executive Director (Appointed 24 October 2017)
Mr Bruce McFadzean Non-Executive Director (Resigned 13 April 2018)
Principal Activities
2.
The principal activity of the consolidated entity during the year was mineral exploration. There were
no significant changes in the nature of the consolidated entity’s principal activities during the year.
Group Financial Overview
3.
Profit and Loss
The loss attributable to owners of the consolidated entity after providing for income tax amounted
to $8,438,991 (2017: $865,159).
Financial Position
The consolidated entity had $3,064,947 in cash and cash equivalents as at 30 June 2018 (2017:
$2,616,932). 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 including its Cobalt-Gold Project in British Columbia, Canada
and the Gold and Nickel Projects in Western Australia.
Subsequent to year end, the company conducted and is in the process of finalising its IP Survey
results which will assist in prioritising the follow up drill targets along strike at Little Gem.
In Western Australia, the Group has six granted prospecting licences and one granted exploration
licence at its Silver Swan South Project area, and one granted exploration licence at the Red Gate
Project. During the year Licences at the Middle Creek Project were granted with one application still
outstanding. Follow up drilling will now focus on further defining the nickel sulfide target at Silver
Swan South as well as further testing gold targets.
Material business risks that may impact the results of future operations include further exploration
results, future commodity prices and funding.
Significant Changes in the State of Affairs
6.
The following significant changes in the state of affairs of the during the financial year:
Blackstone Minerals Limited | 3
Directors’ Report
For the year ended 30 June 2018
Significant Changes in the State of Affairs (continued)
6.
On 24 October 2017, the Company finalised the acquisition of the Little Gem Cobalt-Gold project
through the acquisition of Cobalt One Energy Corp, British Columbia, Canada. The Company issued
25,000,000 ordinary shares, 8,000,000 performance shares with cash payments (finalised in March
2018) for C$700,000 or A$710,000 to exercise the option agreement upon which the Company now
owns 100% of the Little Gem Project.
On 12 December 2017, the Company announced a two-tranche placement raising $5,000,000 issuing
a total of 11,904,762 shares at $0.42 with tranche 1 completed on 14 December 2017, issuing
3,620,000 shares at $0.42 and tranche 2 completed on 24 January 2018 issuing 8,284,762 shares at
$0.42.
7.
Review of Operations
Introduction
During the year, the Company focused on exploration work at the Little Gem Cobalt-Gold Project in
British Columbia, Canada and the Silver Swan South Project located near Kalgoorlie in the Eastern
Goldfields of Western Australia. (Refer to Figure One).
Blackstone completed its maiden drilling campaign followed by an extensive IP survey conducted
subsequent to year end which confirmed multiple new drill targets along strike at Little Gem. The
Company is nearing completion of a detailed soil sampling program over multiple prospects adjacent
to Little Gem, as well as regional reconnaissance sampling targeting some 335 km2 of tenure
prospective for primary Cobalt and Gold mineralisation.
During the year, the Company announced an emerging Gold discovery at the Silver Swan South
Project, located 8 km along strike of the world class Kanowna Belle Gold Mine (+5 Moz gold
endowment). The second phase aircore drilling program at Silver Swan South delivered significant
drilling results and extensive basement geochemical anomalism.
Figure One | The Locations of the Projects
Blackstone Minerals Limited | 4
Directors’ Report
For the year ended 30 June 2018
7.
Review of Operations (continued)
Canadian Projects
Little Gem Project (100% interest)
During the year, Blackstone completed the maiden drilling program at the very high grade Little Gem
Cobalt-Gold Project in British Columbia, Canada. The drilling program started late in the 2017 field
season and drilling re-commenced in late April for the 2018 field season. The Company completed
the initial six diamond drill holes at Little Gem before the drilling program took a short break
between seasons during the onset of the freshet (peak snow melt). After the short break Blackstone
re-commenced drilling and has assay results pending for the remaining five diamond drill holes from
the maiden drilling program at Little Gem.
Drilling intersected the Little Gem structure within metres of the interpreted target. The Little Gem
alteration halo is significantly larger than previously estimated, and the 2018 drilling consistently
intersected a broad alteration zone, highlighting potential for a significant hydrothermal system at
Little Gem.
Blackstone is nearing completion of a major regional exploration program of multi-element stream
sediment sampling, soil sampling and prospecting across the 48 km of untested strike potential of
geology analogous to the world class Bou-Azzer primary Cobalt district in Morocco. The Company
has completed an extensive IP survey which highlighted a number of new targets for high grade
Cobalt-Gold along the +1.8km strike target zone at Little Gem.
Highlights of the Project include:
Blackstone’s maiden drilling
•
mineralisation (Refer Figure Two and Three) with the following significant results:
intersected massive, semi-massive and disseminated
LGD17-001R
1.1 m @ 3.0% cobalt and 44 g/t gold; within
4.3 m @ 1.0% cobalt and 15 g/t gold.
(Refer ASX Announcement 9 January 2018 for full set of results)
LGD18-002
LGD18-003
LGD18-005
1.0 m @ 1.2% cobalt and 5 g/t gold; within
3.2 m @ 0.8% cobalt and 4 g/t gold.
(Refer ASX Announcement 31 May 2018 for full set of results)
0.4 m @ 1.2% copper, 5 g/t gold & 0.12% cobalt; within
1.0 m @ 0.5% copper, 4 g/t gold & 0.08% cobalt.
0.8 m @ 0.6% cobalt and 9 g/t gold; within
1.6 m @ 0.4% cobalt and 5 g/t gold.
Historic drilling and adit channel sampling results returned average grades of 3% cobalt
•
and 20 g/t gold;
Maiden drilling results are similar to historic underground drilling results from adits
•
including:
o 1.8 m @ 2.4% cobalt & 112 g/t gold;
o 3.3 m @ 1.4% cobalt & 80 g/t gold; and
o 3.3 m @ 1.4% cobalt & 12.3 g/t gold.
(Refer ASX Announcement 9 January 2018)
Blackstone Minerals Limited | 5
Directors’ Report
For the year ended 30 June 2018
7.
•
Review of Operations (continued)
Results from historic adit channel sampling at Little Gem include:
o 1.8 m @ 4.4% cobalt & 73 g/t gold;
o 2.0 m @ 3.1% cobalt & 76 g/t gold; and
o 1.5 m @ 5.4% cobalt & 26 g/t gold.
(Refer ASX Announcement 26 July 2017)
•
The Little Gem Project covers a large land holding with 48 km of untested strike potential
of geology analogous to the world class Bou-Azzer primary Cobalt district in Morocco (Refer
Figure Four);
Little Gem is favourably located less than 15 km along strike from the Bralorne-Pioneer
•
mining complex (endowment of 4.4 Moz at 17 g/t Au).
Figure Two | Plan view showing Underground workings and Drill Holes
Blackstone Minerals Limited | 6
Directors’ Report
For the year ended 30 June 2018
7.
Review of Operations (continued)
Figure Three | Little Gem Cross Section showing initial three holes from the maiden drilling program
Refer to ASX Announcement 31 May 2018 for full table of results
The Little Gem Project was discovered in the 1930’s by prospectors identifying a pink cobalt-bloom
on weathered mineralisation that led to three adits being developed. A total of 1,268 m of drilling
was completed from underground and detailed channel sampling was taken from the adits. Results
from this work generated some exceptional Cobalt and Gold assays (Refer to ASX Announcement 26 July
2017) including:
Historic drilling
1.8 m @ 2.4% cobalt & 112 g/t gold;
3.3 m @ 1.4% cobalt & 12 g/t gold; and
4.1 m @ 1.4% cobalt & 11 g/t gold.
Underground channel sampling
1.8 m @ 4.4% cobalt & 73 g/t gold; and
2.0 m @ 3.1% cobalt & 76 g/t gold.
Surface channel sampling
0.4 m @ 5.7% cobalt & 1,574 g/t gold; and
0.1 m @ 4.6% cobalt & 800 g/t gold.
Blackstone Minerals Limited | 7
Directors’ Report
For the year ended 30 June 2018
7.
Review of Operations (continued)
Little Gem is mostly underlain by granite of the Coast Plutonic Complex and ultramafic rocks on what
is interpreted to be the northern extension of the Cadwallader fault zone (Refer Figure Four). These are
the major geological units and structures important to the mineral deposits either as the host rocks
or sources of the mineralising fluids that gave rise to the Bridge River mining camp. The camp has
60 mineral localities including the Bralorne-Pioneer mining complex (endowment of 4.4 Moz at 17
g/t Au) which retains the status of the foremost gold producer in British Columbia and the sixth
largest in Canada. Little Gem is only 15 km along strike to the north of the Bralorne-Pioneer mining
complex.
Figure Four | Little Gem Geological Setting
Refer to ASX Announcement 26 July 2017 and 6 September 2017
There has been very little modern day exploration at Little Gem with the main activities being
airborne geophysical surveys (including magnetic, radiometric and electromagnetic (“EM”) surveys)
in the 1970’s and a further two drill holes completed in 1986.
Blackstone Minerals Limited | 8
Directors’ Report
For the year ended 30 June 2018
7.
Review of Operations (continued)
The second mineral occurrence at the Little Gem Project is the historic Jewel Gold-Copper-Cobalt
Prospect which supported some gold production from 1938 to 1940 and is located only 1.1 km north-
northeast of the Little Gem Mine. Since Blackstone began working on the Little Gem Cobalt-Gold
Project it has verified the mineralisation identified historically at the Little Gem Cobalt-Gold Prospect
and the Jewel Gold-Copper-Cobalt Prospect. Blackstone has also discovered a new high grade Gold-
Copper prospect named Roxey and the recent Erebor discovery subsequent to the end of year which
is the first discovery of Cobalt-Gold in the region since Little Gem was discovered by prospectors in
the 1930’s.
The Roxey Gold-Copper prospect is located 1.5 km west-southwest of the Little Gem Cobalt-Gold
prospect and is along strike of the cobalt–gold mineralisation at Little Gem. Blackstone visually
identified Roxey during the due diligence site visit and took rock chip samples within the target area
which assayed up to 24 g/t gold, 1.9% copper & 24 g/t silver (Refer ASX Announcement 6 September
2017). Mineralisation at Roxey is associated with quartz-pyrite altered diorite containing
chalcopyrite.
Surface rock chip samples taken to verify the mineralisation at the Jewel prospect returned up to 98
g/t gold and 3.2% copper (Refer ASX Announcement 6 September 2017 for full set of results). These results
confirm what Blackstone’s recent investigation has revealed with historical samples of up to 0.6 m
@ 75 g/t gold and 0.45m @ 153 g/t gold from underground and surface channel sampling, and up
to 6.9 g/t gold, 19.25% copper & 137 g/t silver from underground rock chip sampling (Refer ASX
Announcement 6 September 2017 for full set of results). Mineralisation at Jewel sits in an ultramafic near the
easterly trending/steep south dipping contact with the quartz diorite/granodiorite that hosts the
Little Gem Prospect.
Cartier Project (100% interest)
The Cartier Cobalt-Nickel Project (9 km² of tenure) is located 440 km north-east of Quebec City.
Historic exploration (1990’s) on the project for Voisey’s Bay Style Nickel and Copper has identified
Cobalt within two prospects named Lac St Pierre Zones 1 & 2. During the period the Company
completed a field work program of mapping, prospecting and sampling to further understand the full
potential of the Cartier Project.
Australian Projects
Blackstone has three Australian projects (Silver Swan South, Red Gate and Middle Creek), which are
all located in Western Australia and are prospective for gold, with the Silver Swan South project also
prospective for nickel sulfides. (Refer Figures Five and Six).
Silver Swan South Project (100% interest)
The Silver Swan South Project comprises of one granted exploration licence E27/545 and six granted
prospecting licences, P27/2191 – 2196 covering an area of 38.5 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).
During the year, Blackstone announced an emerging gold discovery with significant results from the
second phase aircore drilling program which intersected gold mineralisation and extensive
basement geochemical anomalism at the Black Eagle prospect.
Blackstone Minerals Limited | 9
Directors’ Report
For the year ended 30 June 2018
7.
Review of Operations (continued)
Highlights of the Project include:
• Blackstone’s second phase aircore drilling program at Silver Swan South intersected gold
mineralisation and extensive basement geochemical anomalism at the Black Eagle prospect
(refer to ASX Announcement 1 March 2018 for full results) with the following result:
• 10 m @ 3.2 g/t Au from 68 m within;
• 15 m @ 2.2 g/t Au from 64 m to EOH (Refer Figures Five and Six).
• These results significantly upgraded the Black Eagle prospect and when combined with
previous reconnaissance results of 3m @ 3.5g/t Au from 60m saw Black Eagle elevated to
a priority drill target.
• The Silver Swan South project is located 8 km along strike and encompasses the interpreted
extension of the Fitzroy Shear Zone which hosts the Kanowna Belle Gold Mine (+5 Moz gold
endowment);
• Aircore drilling will also target the Black Hawk prospect following up on an initial 3 m @
2.6 g/t Au from 52 m intersected in the first phase of drilling at Silver Swan South;
Blackstone’s initial drilling at Silver Swan South is targeting both gold hosted by structural targets
along strike from the Kanowna Belle Gold Mine (+5Moz gold endowment), and nickel sulfide
mineralisation associated with ultramafic units along strike from the Silver Swan and Black Swan
Nickel Mines (endowment 166kt Ni metal). The initial programs are 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.
Blackstone Minerals Limited | 10
Directors’ Report
For the year ended 30 June 2018
7.
Review of Operations (continued)
Figure Five | Silver Swan South Gold Prospects
Refer to ASX Announcement 1 March 2018
Blackstone Minerals Limited | 11
Directors’ Report
For the year ended 30 June 2018
7.
Review of Operations (continued)
Figure Six | Silver Swan South Gold Prospects with Basement Gold Geochemistry Contours
Refer to ASX Announcement 1 March 2018
Blackstone Minerals Limited | 12
Directors’ Report
For the year ended 30 June 2018
7.
Review of Operations (continued)
Red Gate Project (100% interest)
The Red Gate Project consists of 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 Seven), 140 km northeast of Kalgoorlie. Historical exploration work has mostly targeted
the Porphyry North Prospect where shallow, outcropping mineralisation has been defined. There is
the potential to discover further mineralisation at Porphyry North and several other prospects
nearby.
Highlights of the Project include:
• The Red Gate project hosts porphyries with high grade gold mineralisation including 10 m
@ 8.5 g/t from 9 m at Porphyry East, 14 m @ 3.7 g/t from 1 m at Porphyry North & 12 m @
9.2 g/t from 8 m at Porphyry West (refer to ASX Announcement 11 July 2017);
• The Porphyry North and Porphyry West prospects have shallow gold mineralisation
coincidental with IP anomalies whilst the new porphyry zone at Porphyry South has a
substantially larger IP anomaly that has yet to be drill tested;
• Red Gate Shear Zone already hosts mineralised porphyries at Porphyry North and Porphyry
West and contains the recently identified Porphyry South Prospect which is a large untested
IP anomaly;
• The Reidy Prospect is interpreted to be within or immediately adjacent to the Claypan
Shear Zone, host to recent significant gold discoveries such as Breaker Resources, Lake Roe
Project (Indicated and Inferred Resources of 1.1 Moz for the Bombora Prospect, Breaker
Resources NL (refer to ASX Announcement 6 September 2018);
• The new prospect is within the Red Gate Shear Zone and was identified through a recent
reconnaissance surface sampling program that returned rock chips results of up to 79 g/t
gold;
• 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 | 13
Directors’ Report
For the year ended 30 June 2018
7.
Review of Operations (continued)
Figure Seven| Location of the Red Gate Project
Refer to Prospectus 15 December 2016
Blackstone Minerals Limited | 14
Directors’ Report
For the year ended 30 June 2018
7.
Review of Operations (continued)
Middle Creek Project (95% interest)
The Middle Creek Project is adjacent to Millennium Minerals Limited’s Nullagine Gold Project
(where the Golden Eagle operations have produced >400 kozs gold since 2012 and a 1.12Moz
resource inventory), in the Pilbara region of Western Australia (Refer Figure Eight) and consists of 22
prospecting licence applications covering 39.7 km² within the Mosquito Creek belt. During the
period, Blackstone advanced the tenement applications for the Middle Creek project and has been
granted a majority of the Middle Creek tenement package.
Figure Eight | Geology of the Middle Creek Project area
Refer to Prospectus 15 December 2016 and Investor Presentation 5 April 2018
8. Matters Subsequent to the End of the Financial Year
Since, 30 June 2018 the Company entered into a Binding Option Agreement with Golden Pacific
Resources Limited (now Expose Resources Limited) to divest 100% of the Red Gate Project.
Key terms of the agreement include:
•
Irrevocable option to purchase until 21 December 2018 with a $5,000 sign on fee plus a non-
refundable option fee of $30,000.
• Upon Expose Resources achieving an ASX listing, the option to purchase will be deemed to
be exercised by Expose Resources and the purchase price will consist of $500,000 cash and
$500,000 worth of Expose Resources ASX listed shares.
There are no further subsequent events.
Blackstone Minerals Limited | 15
Directors’ Report
For the year ended 30 June 2018
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 since 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.
Interest in Securities
Fully Paid Ordinary Shares
Performance Shares – Class A
6,081,383
1,000,000
Other Directorships
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)
Mr Scott Williamson
Qualifications
Experience
Managing Director – appointed 6 November 2017
BEng(Mining) BCom, MAusImm
Mr Williamson is a mining engineer with a Bachelor of Commerce degree
from the West Australian School of Mines (WASM). Mr Williamson has
over 10 years experience in the mining and finance sectors across a variety
of technical and corporate roles, recently Investor Relations Manager at
Resolute Mining Ltd and a senior Analyst at Hartley’s.
Interest in Securities
Fully Paid Ordinary Shares
Performance Options
100,000
1,500,000
Other Directorships
Nil.
Blackstone Minerals Limited | 16
Directors’ Report
For the year ended 30 June 2018
10.
Information on Directors and Company Secretaries (continued)
Mr Andrew Radonjic
Qualifications
Experience
Technical Director – since 30 August 2016
BAppSc (Mining Geology), MSc (Mineral Economics), MAusIMM
Mr Radonjic is a geologist and mineral economist with over 30 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.
Interest in Securities
Fully Paid Ordinary Shares
Performance Shares – Class A
5,158,751
1,000,000
Other Directorships
Venture Minerals Limited (since 12 May 2006)
Fin Resources Limited (appointed 14 May 2018)
Mr Stephen Parsons
Qualifications
Experience
Non-Executive Director – appointed 30 October 2017
BSc(Hons) Geology, AusIMM
Mr Parsons is a geologist with over 20 years’ experience in the mining
sector. He was formerly the managing director of Gryphon Minerals Ltd,
which he founded and listed on the ASX and grew it to an ASX-200
company with a multimillion ounce gold discovery in West Africa. Mr
Parsons is currently Executive Director of Bellevue Gold Ltd and Non-
Executive Director of Centaurus.
Interest in Securities
Fully Paid Ordinary Shares
Performance Shares – Class A
6,447,421
1,000,000
Other Directorships
Bellevue Gold Ltd (appointed 31 March 2017) – Executive Director
Centaurus Metals Ltd (appointed 31 March 2017) – Non-Executive
Director
Mr Michael Konnert
Qualifications
Experience
Non-Executive Director – appointed 24 October 2017
BCom and Dip (Entrepreneurship).
Mr Konnert is the founder and CEO of Cobalt One Energy Corp which held
the option agreements over the Little Gem project in British Columbia,
Canada. He has nearly a decade of experience in the natural resources
industry, specifically in executing successful corporate strategies for
leading mining companies. Mr Konnert started his career with Pretium
Resources (TSX-PVG) following their C$265 million IPO. Following that he
spent three years with Riverside Resources (TSX.V-RRI) where he managed
corporate development and investor relations. Since then, he has assisted
both public and provide enterprise.
Interest in Securities
Other Directorships
Fully Paid Ordinary Shares
Nil
2,262,084
Blackstone Minerals Limited | 17
Directors’ Report
For the year ended 30 June 2018
10.
Information on Directors and Company Secretaries (continued)
Joint Company Secretaries
Jamie Byrde – BCom, CA.
Since - 15 March 2017
Mr Byrde is a Chartered Accountant with over 14 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.
Michael Naylor - BCom, CA.
Appointed 30 October 2017
Mr Naylor, has over 20 years’ experience in corporate advisor and public company management since
commencing his career and qualifying as a Chartered Accountant with Ernst & Young. Mr Naylor has
held senior executive management and board positions for several mineral resource companies,
focusing on advancing and developing mineral project and business development. Mr Naylor is
currently Non-Executive Director and Company Secretary of Bellevue Gold Limited and Cygnus Gold
Limited.
11. Remuneration Report (audited)
The Directors of Blackstone Minerals Limited are pleased to present your Company’s 2018
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.
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
Voting and comments made at the company’s 2017 Annual General Meeting
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
Blackstone Minerals Limited | 18
Directors’ Report
For the year ended 30 June 2018
11. Remuneration Report (audited) (continued)
A.
Directors and key management personnel disclosed in this report
Non-Executive Directors
Mr H Halliday
Mr S Parsons
Mr M Konnert
Mr B McFadzean
Non-Executive Chairman
Non-Executive Director (appointed 30 October 2017)
Non-Executive Director (appointed 24 October 2017)
Non-Executive Director (resigned 13 April 2018)
Executive Directors
Mr S Williamson
Mr A Radonjic
Managing Director (appointed 6 November 2017)
Technical Director
Other key management personnel
Mr J Byrde
All of the key management personnel held their positions during the year ended 30 June
2018 and up to the date of this report unless otherwise disclosed.
CFO/Joint Company Secretary
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.
C.
D.
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
Use of remuneration consultants
The Company has not engaged or contracted remuneration consultants during the financial
year.
Executive remuneration policy and framework
The remuneration policy of Blackstone Minerals Limited has been designed to align
executives’ objectives with shareholder and business objectives by providing both fixed
and discretionary remuneration components which are assessed on an annual basis in line
with market rates. By providing components of remuneration that are indirectly linked to
share price appreciation (in the form of options), executive, business and shareholder
objectives are indirectly aligned. The board of Blackstone Minerals Limited believes the
remuneration policy to be appropriate and effective in its ability to attract and retain the
best directors to run and manage the Company, as well as create goal congruence between
Directors and Shareholders.
Blackstone Minerals Limited | 19
Directors’ Report
For the year ended 30 June 2018
11. Remuneration Report (audited) (continued)
D.
Executive remuneration policy and framework (continued)
In determining competitive remuneration rates, the Board review local and international
trends among comparative companies and industry generally. It examines terms and
conditions for employee incentive schemes, benefit plans and share plans. Independent data
is sourced to ensure that the company’s remuneration levels fall within the 50th to 75th
percentile of companies in a similar industry group and with a similar market capitalisation.
These ongoing reviews are performed to confirm that executive remuneration is in line with
market practice and is reasonable in the context of Australian executive reward practices.
The Board also ensures that the mix of executive compensation between fixed, variable, long-
term, short-term and cash versus equity is appropriate. The Company endeavours to reduce
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.
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 2018 financial year.
Mix of Remuneration - June 2018
100%
75%
50%
25%
0%
Mr H
Halliday
Mr S Parsons
Mr M
Konnert
Mr B
McFadzean
Mr S
Williamson
Mr A
Radonjic
Mr J Byrde
Fixed
LTI
STI
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 year. The company intends to complete a remuneration review in
accordance with its current remuneration policy during the June 2019 financial year.
Blackstone Minerals Limited | 20
Directors’ Report
For the year ended 30 June 2018
11. Remuneration Report (audited) (continued)
D. Executive remuneration policy and framework (continued)
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.
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.
Blackstone Minerals continued to outperform the market during year until recently due to
macro-economic impacts outside of the Board’s control. During the year share price
appreciation increased almost 300% due to the efforts of Board and Management and in
particularly the acquisition of the Little Gem Cobalt-Gold Project which the Class C
Performance shares were linked. These returns maintain the importance of equity incentives
and the long-term return for shareholders.
Blackstone Minerals Limited v Small Cap Resources Since Listing 23 January 2018
%
300
250
200
150
100
50
7
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a
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-
3
2
7
1
-
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-
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-
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a
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-
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-
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-
3
2
BSX.ASX
XSR.ASX
Blackstone Minerals Limited | 21
Directors’ Report
For the year ended 30 June 2018
11. Remuneration Report (audited) (continued)
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 capitalizations 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. Voting and comments made at the Company’s 2017 Annual General Meeting
The Company received 100% of “yes” votes on its first remuneration report since listing on
the ASX in January 2017. The company did not receive any specific feedback at the AGM or
through the year 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 year
ending 30 June 2018. There have been no changes to the below named key management
personnel since the end of the reporting year unless otherwise noted.
Short Term
Benefits
Incentives
Consulting
Fees
Other
Amounts
Super-
annuation
$
$
$
$
Non-Cash
Long Term
IncentivesA
$
Total
$
-
-
-
-
-
-
-
53,966
13,333
-
-
1,043
1,043
1,043
1,043
-
3,800
-
3,069
933,750
933,750
-
-
1,013,759
978,593
30,204
35,958
-
-
-
1,043
1,043
13,812
11,601
98,416
662,500
258,656
797,259
1,043
4,750
153,065
208,858
67,299
7,301
37,032
2,781,481 3,323,287
Cash
Salary &
Fees
$
25,000
26,667
29,161
31,846
2018
Non-Executive
Directors
Mr H Halliday
Mr S ParsonsA
Mr M KonnertB
Mr B McFadzeanC
Executive Directors
Mr S WilliamsonD
Mr A Radonjic
145,385
122,115
Other key
management
personnel
Mr J Byrde
50,000
430,174
Total
Remuneration
A
B
C
D
Mr S Parsons appointed 30 October 2017.
Mr M Konnert appointed 24 October 2017
Mr B McFadzean resigned 13 April 2018
Mr S Williamson appointed 6 November 2017
Blackstone Minerals Limited | 22
Directors’ Report
For the year ended 30 June 2018
11. Remuneration Report (audited) (continued)
H. Details of Remuneration (continued)
Short Term
Benefits
2017
Non-Executive
Directors
Mr H Halliday
Mr B McFadzeanA
Executive Directors
Mr A Radonjic
Other key
management
personnel
Mr B DunnachieB
Mr J ByrdeC
Cash
Salary &
Fees
$
Incentives
Consulting
Fees
Other
Amounts
Super-
annuation
$
$
$
$
Non-Cash
Long Term
IncentivesA
$
Total
$
31,586
18,154
-
-
-
-
1,273
1,273
-
1,725
57,692
-
-
1,273
5,481
9,055
14,615
131,102
-
-
-
-
-
955
318
-
1,388
-
5,092
8,594
-
-
-
-
-
-
32,859
21,152
64,446
10,010
16,321
144,788
Total
Remuneration
A
B
C
Mr B McFadzean resigned 13 April 2018
Mr B Dunnachie resigned 15 March 2017.
Mr J Byrde appointed 16 March 2017.
I.
Details of Share Based Payments and Bonuses
There were no bonuses issued or paid during the year.
Options are issued to directors, executives and other key management personnel of Blackstone
Minerals Limited as part of their remuneration. The options are issued based on performance
criteria set by the Board to increase goal congruence between executives, directors, other key
management personnel and shareholders.
During the year, the Company granted any options to the Managing Director and Other Key
Management Personnel as follows:
Options issued – 30 June 2018
A) There were 1,500,000 performance options issued to the Managing Director as part of his
employment contract as follows:
The options vest upon achievement of performance-based milestones as follows:
i) expiring 3 years to 6 November 2020 subject to achieving a market capitalisation of A$50
Million for a consecutive period of greater than 30 days. On satisfaction of the performance
condition outlined above, should this occur within 12 months of the Commencement Date
then the Managing Director agrees not to exercise any Tranche 1 options until he has
completed 12 months’ employment with the Company; and
ii) 50% of options exercisable at $0.001 expiring 3 years to 6 November 2020 subject to
completing 18 months of service.
Blackstone Minerals Limited | 23
Directors’ Report
For the year ended 30 June 2018
11. Remuneration Report (audited) (continued)
I.
Details of Share Based Payments and Bonuses (continued)
The Managing Director options did not vest during the year ended 30 June 2018.
B) There were options issued to 350,000 options issued to other key management exercisable at
$0.001, subject to same terms as the Class C Performance Shares issued. These options fully vested
during the year ended 30 June 2018.
C) There were 250,000 options issued to other key management under the employee incentive
scheme on the following terms:
i) Tranche 1 – vest on successfully achieving a market capitalisation of $75 million for a
period of 30 days (1 month) with an exercise price of $0.001 expiring 26 March 2023.
ii) Tranche 2 – vest after 18 months of continuous service by the Employee or Contractor with
an exercise price of $0.001 expiring 26 March 2023.
The options issued under the employee incentive scheme did not vest during the year ended 30
June 2018.
Further information on the options is set out in the note 23 to the financial statements.
Performance Shares Issued – 30 June 2018
During the year Class C performance shares were issued to the Non-Executive Chairman, Non-
Executive Director’s and Technical Director for remuneration for their services during the Cobalt
One Energy Corp acquisition which included the Little Gem Acquisition. Mr Konnert’s Performance
shares were issued and capitalized as part of the acquisition costs of Little Gem as a vendor of the
project.
The performance shares vest upon achievement of performance-based milestones as follows:
i) The Performance Shares shall convert into an equal number of fully paid ordinary shares
upon the Company achieving a drill result representing a 2% cobalt equivalent-metres
intersection (reported in accordance with clause 50 of the JORC Code 2012).
The Class C performance shares fully vested during the year ended 30 June 2018.
Further details of options issued to Directors and key management personnel are as follows:
Blackstone Minerals Limited | 24
Directors’ Report
For the year ended 30 June 2018
11. Remuneration Report (audited) (continued)
I.
Details of Share Based Payments and Bonuses (continued)
Further details of options issued to Directors and key management personnel are as follows:
Granted No.
Options and
Performance
Shares Granted
as Part of
Remuneration
$
Total
Remuneration
Represented by
Options and
Performance
Shares
Exercised No.
Other
changes
No.
Lapsed
No.
2018
Non-Executive Directors
Mr H Halliday
Mr S ParsonsA
Mr M KonnertB
Mr B McFadzeanC
Executive Director
2,250,000G
2,250,000G
-
-
933,750
933,750
-
-
92%
95%
-
-
(2,250,000)
(2,250,000)
-
-
Mr S WilliamsonD
Mr A Radonjic
1,500,000
1,500,000 G
98,416
662,500
38%
83%
-
(1,500,000)
Other Key Management Personnel
Mr J Byrde
600,000
153,065
73%
(350,000)
2017
Non-Executive Directors
Mr H Halliday
Mr B McFadzean
Executive Director
Mr A Radonjic
-
-
-
Other Key Management Personnel
Mr J ByrdeF
Mr B DunnnachieE
-
-
A
B
C
D
E
F
G
Mr S Parsons appointed 30 October 2017.
Mr M Konnert appointed 24 October 2017
Mr B McFadzean resigned 13 April 2018
Mr S Williamson appointed 6 November 2017
Mr B Dunnachie resigned 15 March 2017.
Mr J Byrde appointed 16 March 2017.
Class C Performance Shares Issued.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Blackstone Minerals Limited | 25
Directors’ Report
For the year ended 30 June 2018
11. Remuneration Report (audited) (continued)
J.
Service Agreements
Name
Term of
Agreement
No fixed term
Base salaryA (per
Agreement)
$75,000
Termination benefit
No termination benefits
$246,375
No fixed term
No fixed term
Mr H Halliday
Non-Executive Chairman
Mr S Williamson
Managing Director
Mr A Radonjic
Technical Director
Mr S Parsons
Non-Executive Director
Mr M Konnert
Non-Executive Director
Mr J ByrdeB
CFO/Joint Company Secretary
Includes superannuation
A
Mr Byrde’s agreement is for $164,250 including super split evenly across 3 related entities.
B
No fixed term
No fixed term
No fixed term
$136,875
$54,750
$43,800
$40,000
3 months payable on termination
No termination benefits
No termination benefits
No termination benefits
3 months payable on termination
K.
(i)
(ii)
Equity instruments held by key management personnel
The tables below show the number of:
options and performance shares over ordinary shares in the Company, and
shares held in the Company that were held during the year 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 year as compensation.
(iii) Option holdings
Balance at
start of the
year
Granted as
remuneration
Exercised
Other
changes
Balance at
end of the
year
Vested and
exercisable
30 June 2018
Directors of Blackstone Minerals Limited
-
Mr H Halliday
-
Mr S WilliamsonD
-
Mr A Radonjic
-
Mr S ParsonsA
-
Mr M KonnertB
-
Mr B McFadzeanC
-
1,500,000
-
-
-
-
-
-
-
-
-
-
Other key management personnel
Mr J ByrdeF
-
600,000
(350,000)
30 June 2017
Directors of Blackstone Minerals Limited
-
Mr H Halliday
-
Mr A Radonjic
-
Mr B McFadzean
Other key management personnel
Mr B DunnachieE
Mr J ByrdeF
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,500,000
-
-
-
-
250,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
A
B
C
D
E
F
Mr S Parsons appointed 30 October 2017.
Mr M Konnert appointed 24 October 2017
Mr B McFadzean resigned 13 April 2018
Mr S Williamson appointed 6 November 2017
Mr B Dunnachie resigned 15 March 2017.
Mr J Byrde appointed 16 March 2017. The options exercised during the year had a market value of $122,500 and an exercise price of
$0.001.
Blackstone Minerals Limited | 26
Directors’ Report
For the year ended 30 June 2018
11. Remuneration Report (audited) (continued)
K.
Equity instruments held by key management personnel (continued)
(iv) Performance Shares
Balance at
start of the
year or on
appointment
Granted as
remuneration
ExercisedH
Other
changesG
Balance at
end of the
year
Vested and
exercisable
30 June 2018
Directors of Blackstone Minerals Limited
Mr H Halliday
Mr S WilliamsonD
Mr A Radonjic
Mr S ParsonsA
Mr M KonnertB
Mr B McFadzeanC
2,000,000
-
2,000,000
2,000,000I
-
-
Other key management personnel
Mr J Byrde
-
30 June 2017
Directors of Blackstone Minerals Limited
Mr H Halliday
Mr A Radonjic
Mr B McFadzean
-
-
-
Other key management personnel
Mr B DunnachieE
Mr J ByrdeF
-
-
-
-
-
-
-
-
2,250,000
-
1,500,000
2,250,000
-
-
(3,250,000)
-
(2,500,000)
(3,250,000)
-
-
-
1,000,000
-
1,000,000
1,000,000
-
-
-
-
-
-
-
-
-
- 2,000,000
- 2,000,000
-
-
2,000,000
2,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
A
B
C
D
E
F
G
H
I
Mr S Parsons appointed 30 October 2017.
Mr M Konnert appointed 24 October 2017
Mr B McFadzean resigned 13 April 2018
Mr S Williamson appointed 6 November 2017
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.
Conversion of Class B and C Milestones to ordinary shares.
Class A and B Performance Shares were held on appointment of Mr S Parsons.
(iv) Performance Shares
The remaining performance shares relate to 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
Milestone
All prospecting licence applications comprising the Middle Creek Project
being granted (with or without conditions) under the Mining Act.
At the date of this report, Class B and C milestones were met and converted to
ordinary shares.
Blackstone Minerals Limited | 27
Directors’ Report
For the year ended 30 June 2018
11. Remuneration Report (audited) (continued)
K. Equity instruments held by key management personnel (continued)
(v)
Share holdings
The number of shares in the Company held during the financial year 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 year as compensation.
Balance
at the start of the
year or on
appointment
Received on
exercise of
options and
performance
shares
Other changes Balance at the
end of the
year
30 June 2018
Directors of Blackstone Minerals Limited
Mr H Halliday
Mr S WilliamsonD
Mr A Radonjic
Mr S ParsonsA
Mr M KonnertB
Mr B McFadzeanC
Other key management personnel
Mr J Byrde
30 June 2017
Directors of Blackstone Minerals Limited
Mr H Halliday
Mr A Radonjic
Mr B McFadzean
Other key management personnel
Mr B DunnachieE
Mr J ByrdeF
2,783,751
-
2,658,751
3,197,421G
1,062,084
525,000
3,250,000
-
2,500,000
3,250,000
1,600,000
-
47,632
100,000
-
-
(400,000)
(525,000)
6,081,383
100,000
5,158,751
6,447,421
2,262,084
-
-
-
-
-
-
-
350,000
-
350,000
-
-
-
-
-
2,783,751
2,658,751
525,000
2,783,751
2,658,751
525,000
-
-
-
-
A
B
C
D
E
F
G
Mr S Parsons appointed 30 October 2017.
Mr M Konnert appointed 24 October 2017
Mr B McFadzean resigned 13 April 2018
Mr S Williamson appointed 6 November 2017. Ordinary shares purchased on market.
Mr B Dunnachie resigned 15 March 2017.
Mr J Byrde appointed 16 March 2017.
Shares held by Mr Parsons at date of appointment.
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. Mr S Parsons is a Director of
Bellevue Gold Limited which share office costs on normal commercial terms and conditions.
Blackstone Minerals Limited | 28
Directors’ Report
For the year ended 30 June 2018
11. Remuneration Report (audited) (continued)
M. Other transactions with key management personnel (continued)
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
Recharges to Bellevue Gold 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
12. Shares under Option
2018
$
2017
$
272,117
155,481
109,632
39,008
16,004
-
119,018
9,253
103,679
2012
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
6 November 2017
29 March 2018
12 January 2020
6 November 2020
26 March 2023
$0.20
$0.001
$0.001
2,000,000
1,500,000
1,700,000
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 5,500,000 shares issued on conversion of options during the year ending 30 June 2018.
13.
Insurance of Officers
During the financial year, Blackstone Minerals Limited paid a premium of $7,301 (2017: $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.
Blackstone Minerals Limited | 29
Directors’ Report
For the year ended 30 June 2018
14. Meetings of Directors
The number of Directors’ meetings (including committees) held during the year that each Director
who held office during the financial year were eligible to attend and the number of meetings attended
by each Director are:
Director
Mr H Halliday
Mr S Williamson
Mr A Radonjic
Mr S Parsons^
Mr M Konnert
Mr B McFadzean
Full meetings of Directors
Number Eligible to
Attend
Meetings Attended
Remuneration Committee meetings
Meetings
Number Eligible
Attended
to Attend
7
5
7
5
6
5
7
5
7
4
5
5
-
-
-
-
-
-
-
-
-
-
-
-
^ Note invitations in their capacity as consultant prior to becoming a Director, not included above.
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.
15. Environmental Regulation
legislation
The Group’s activities are subject to the relevant environmental protection
(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 year 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 year.
Blackstone Minerals Limited | 30
Directors’ Report
For the year ended 30 June 2018
17. Auditor’s Independence Declaration & Non-Assurance Services
The lead auditor’s independence declaration for the year ended 30 June 2018 has been received and
can be found on page 32 of the Directors’ report. Nil (2017: $8,304) fees were paid to the auditors for
non-assurance services relating to the Investigating Accountants Report for the Prospectus issued
during the year ended 30 June 2018.
Signed in accordance with a resolution of the Board of Directors.
Scott Williamson
Managing Director
Perth, Western Australia, 28 September 2018
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.
No New Information or Data
This annual report contains references to Exploration Results and Exploration Targets, all of which have been cross referenced to previous market
announcements made by the Company. The Company confirms that it is not aware of any new information or data that materially effects the information in the
said announcement. In the case of estimates of Mineral Resources all assumptions and technical parameters underpinning the estimates have not materially
changed.
Blackstone Minerals Limited | 31
Stantons International Audit and Consulting Pty Ltd
trading as
Chartered Accountants and Consultants
28 September 2018
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 2018, 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
34
35
36
37
38
63
64
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 year (‘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 15 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 2018. 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 | 33
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the Year Ended 30 June 2018
Consolidated
Notes
30 June 2018
$
Period to
30 June 2017
$
Revenue from continuing operations
3
46,469
14,504
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
(580,706)
(135,240)
(560,546)
(4,504,934)
(65,117)
(75,994)
(20,900)
(2,511,782)
(22,331)
(7,910)
4(a)
23
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)
(Loss) before income tax
(8,438,991)
(865,159)
Income tax (expense)/benefit
6
-
-
(Loss) attributable to owners
(8,438,991)
(865,159)
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
(77,366)
-
(8,516,357)
-
-
(865,159)
Basic and Diluted (loss) per share (cents per share)
17
(12.6)
(4.7)
The above consolidated statement of profit and loss and other comprehensive income should be read in conjunction with the accompanying
notes.
Blackstone Minerals Limited | 34
Consolidated Statement of Financial Position
As at 30 June 2018
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
2018
$
2017
$
7
8
8
9
10
11
12
13
15
3,064,947
241,285
3,306,232
2,616,932
37,912
2,654,844
96,183
29,095
10,127,010
10,252,288
30,000
34,569
1,600,000
1,664,569
13,558,520
4,319,413
911,703
53,811
965,514
152,337
5,738
158,075
965,514
158,075
12,593,006
4,161,338
21,338,801
558,355
(9,304,150)
12,593,006
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 | 35
$
-
-
-
$
-
(865,159)
(865,159)
-
3,342,357
-
-
-
-
-
-
Consolidated Statement of Changes in Equity
For the Year Ended 30 June 2018
Consolidated
Balance at 30 August 2016
Total comprehensive income
for the period:
Loss for the period
$
-
-
-
$
-
(865,159)
(865,159)
Contributed
Equity
Accumulated
Losses
Foreign
Currency
Reserve
Option
Reserve
Total
Transactions with owners in their capacity as owners:
Contributions of equity (net of
transaction costs)
Equity settled share based
payment transactions
Balance at 30 June 2017
Balance at 1 July 2017
Total comprehensive income
for the year:
Loss for the year
Foreign Exchange Differences
3,342,357
-
1,000,000
4,342,357
-
(865,159)
684,140
- 684,140
1,684,140
4,161,338
4,342,357
(865,159)
-
684,140
4,161,338
-
-
-
(8,438,991)
-
(8,438,991)
-
(77,366)
(77,366)
-
-
-
(8,438,991)
(77,366)
(8,516,357)
Transactions with owners in their capacity as owners:
Contributions of equity (net of
transaction costs)
Equity settled share based
payment transactions
4,617,591
12,378,853
-
-
-
-
-
4,617,591
(48,419)
12,330,434
Balance at 30 June 2018
21,338,801
(9,304,150)
(77,366) 635,721 12,593,006
The above consolidated statement of equity should be read in conjunction with the accompanying notes.
Blackstone Minerals Limited | 36
Consolidated Statement of Cash Flows
For the Year Ended 30 June 2018
Notes
Consolidated
30 June 2018
$
Period to
30 June 2017
$
Cash Flows from Operating Activities
Payments to suppliers and employees
Interest received
Payments for exploration and evaluation
Net cash (outflow) from operating activities
Cash Flows from Investing Activities
Purchase of Mineral Tenements
Purchase of property, plant and equipment
Security deposits paid
18
10
(1,438,264)
42,200
(1,988,962)
(236,399)
14,504
(438,490)
(3,385,026)
(660,385)
(707,010)
(16,857)
(66,183)
-
(35,040)
(30,000)
Net cash (outflow) from investing activities
(790,050)
(65,040)
Cash Flows from Financing Activities
Proceeds from issue of shares and other equity
securities
Share issue transaction costs
5,005,500
3,706,304
(382,409)
(363,947)
Net cash inflow from financing activities
4,623,091
3,342,357
Net increase in cash and cash equivalents
448,015
2,616,932
Cash and cash equivalents at the start of the
year/period
Cash and cash equivalents at the end of the
year/period
2,616,932
-
7
3,064,947
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 | 37
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2018
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 to the financial
year presented, 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’). Where applicable, comparative information is for the period
from incorporation date of 30 August 2016 to 30 June 2017.
(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 a 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 2018 and the results of the parent and all
subsidiaries for the year 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 profit or loss, statement of changes in equity and
balance sheet respectively.
A list of controlled entities is contained in Note 25 to the financial statements. All
controlled entities have a 30 June financial year-end.
Blackstone Minerals Limited | 38
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2018
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.
Blackstone Minerals Limited | 39
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2018
1. Summary of Significant Accounting Policies (continued)
(d) Foreign currency translation (continued)
(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.
▪
(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 | 40
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2018
1. Summary of Significant Accounting Policies (continued)
(g)
(h)
(i)
(j)
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.
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.
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.
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 exploration and evaluation expenditure accounting policy is to expense expenditure
as incurred other than for the capitalisation of acquisition costs. Acquired Mineral Rights
comprise exploration and evaluation assets which are acquired as part of asset
acquisitions recognised at cost. These costs are assessed for recoverability in accordance
with AASB 6.
Blackstone Minerals Limited | 41
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2018
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)
(ii)
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
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 | 42
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2018
1. Summary of Significant Accounting Policies (continued)
(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) 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.
(o) 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.
(p) Employee benefits
(i)
(ii)
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.
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.
Blackstone Minerals Limited | 43
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2018
1. Summary of Significant Accounting Policies (continued)
(iii)
in exchange
(p) Employee benefits (continued)
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
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)
(ii)
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.
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.
Blackstone Minerals Limited | 44
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2018
1.
Summary of Significant Accounting Policies (continued)
(t) New amended standards adopted by the Group
None of the new standards and amendments to standards that are mandatory for the first
time for the financial year beginning 1 January 2017 affected any of the amounts
recognised in the current period or any prior period, although it caused minor changes to
the Group’s disclosures.
(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
instruments, revised recognition and
financial
and measurement of
derecognition
instruments and simplified
financial
for
requirements for hedge accounting.
requirements
(ii)
(iii)
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.
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.
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.
Blackstone Minerals Limited | 45
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2018
1.
Summary of Significant Accounting Policies (continued)
(t) New amended standards adopted by the Group (continued)
(iii)
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.
(iv)
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
▪
(v)
▪
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.
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 | 46
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2018
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
3. Revenue
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
Other employee costs
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
Leasehold Improvements
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
Consolidated
30 June 2018
$
Period to
30 June 2017
$
46,469
46,469
14,504
14,504
457,070
44,284
59,192
560,546
35,990
29,127
65,117
5,908
16,423
22,331
7,910
7,910
116,335
13,351
-
129,686
37,696
-
37,696
471
-
471
1,048
1,048
Blackstone Minerals Limited | 47
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2018
Notes
5.
6.
(a)
Auditor’s Remuneration
Remuneration of the auditor of the group
Auditing or reviewing the financial statements
Other non-assurance services
Total auditor remuneration
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))
Consolidated
30 June 2018
$
Period to
30 June 2017
$
36,959
-
36,959
20,800
8,304
29,104
-
-
-
-
-
-
-
-
-
-
-
-
(b) Numerical reconciliation of income tax expense to prima facie tax
payable
Loss from continuing operations before income tax expense
(8,438,991)
(865,159)
Tax (tax benefit) at the tax rate of 27.5% (2017: 27.5%)
(2,320,723)
(237,919)
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
1,238,857
581,752
23,139
91
500,114
214,689
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(e)
Tax losses
Unused tax losses for which no DTA has been recognized
Potential tax benefit at 27.5% (2017: 27.5%)
(f)
Unrecognised temporary differences
Unrecognised deferred tax asset relating to capital raising costs
2,651,336
729,118
832,740
229,004
447,813
291,158
Blackstone Minerals Limited | 48
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2018
Consolidated
2018
$
2017
$
1,064,947
2,000,000
3,064,947
616,932
2,000,000
2,616,932
241,285
241,285
96,183
96,183
37,912
37,912
30,000
30,000
Notes
7. Cash & Cash Equivalents
(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 0.90% (2017: 0.00% and 1.00%)
(c) Deposits at call
Deposits at call are bearing interest rates between 2.22% and
2.55% (2017: 2.10% and 2.46%)
8. Trade & Other Receivables
(a) Current
Other receivables
Total current trade and other receivables
(b) Non-Current
Deposits1
Total non-current trade and other receivables
(c) Past due and impaired receivables
As at 30 June 2018, there were no other receivables that were past
due or impaired. (2017: Nil)
(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 | 49
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2018
Consolidated
Plant & Equipment
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
Year ended 30 June 2018
Opening net book amount
Additions
Reimbursement from shared tenancy1
Depreciation charge
Closing net book amount
At 30 June 2018
Cost or fair value
Accumulated depreciation
Net book amount
$
-
5,095
-
(471)
4,624
5,095
(471)
4,624
4,624
19,187
-
(5,908)
17,903
24,282
(6,379)
17,903
Leasehold
Improvements
$
-
29,945
-
-
29,945
29,945
-
29,945
29,945
2,215
(4,545)
(16,423)
11,192
27,615
(16,423)
11,192
Total
$
-
35,040
-
(471)
34,569
35,040
(471)
34,569
34,569
21,402
(4,545)
(22,331)
29,095
51,897
(22,802)
29,095
1 The leasehold improvements capitalised at 30 June 2017, included $4,545 of assets reimbursed from shared
tenants in relation to the office fit-out costs at Level 3, 24 Outram Street, West Perth.
10. Exploration & Evaluation Expenditure
(a) Non-current
Opening balance
Acquisition of Assets (see details below)
Exploration and acquisition expenditure at cost
Write offs/provisions
Total non-current exploration and evaluation expenditure
Consolidated
2018
$
2017
$
1,600,000
8,527,010
2,511,782
(2,511,782)
10,127,010
-
1,600,000
517,182
(517,182)
1,600,000
(b)
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 for Australian Assets and First Nations People for its
Canadian Assets. 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.
Blackstone Minerals Limited | 50
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2018
10. Exploration & Evaluation Expenditure (continued)
Acquisition of Exploration Assets – 30 June 2018
On 24 October 2017 Blackstone Minerals Limited, finalised the acquisition of 100% of the issued
capital of Cobalt One Energy Corp, British Columbia Canada for the issue of 25,000,000 ordinary
shares and 8,000,000 performance shares. The acquisition of Cobalt One Energy Corp has been
assessed and it was determined this was an acquisition of mineral tenements.
The acquisition of Cobalt One Energy Corp, included the Little Gem Project (British Columbia,
Canada) and Cartier Project (Quebec, Canada).
Details of the acquisition are as follows:
Shares Issued to vendors of Cobalt One Energy Corp
Option payments to vendor
Performance shares issued – see note 14
Total purchase consideration
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
2018
$
4,500,000
707,010
3,320,000
8,527,010
Consolidated
2018
$
2017
$
613,169
298,534
911,703
24,970
127,367
152,337
53,811
53,811
5,738
5,738
Consolidated
2018
Shares
2018
$
Consolidated
2018
Shares
2017
$
13. Contributed Equity
Issued capital
(a)
Ordinary shares - fully
paid
Total issued capital
96,204,766
21,338,801
35,800,004
4,342,357
96,204,766
21,338,801
35,800,004
4,342,357
(b)
(c)
Ordinary Shares
Ordinary shares participate in dividends and the proceeds on winding up of the Company in proportion
to the number of shares held and in proportion to the amount paid up on the shares held.
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.
Blackstone Minerals Limited | 51
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2018
Date
Number of
Shares
Issue Price
Total
$
$
13. Contributed Equity
(continued)
(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
Shares issue – Acquisition of Cobalt
One Energy Corp
Share issue
Share issue
Conversion of Class C Performance
Shares
Conversion of Options
Conversion of Options
Conversion of Class B Performance
Shares
Less: Transaction costs
Closing Balance at 30 June 2018
24 Oct 17
14 Dec 17
23 Jan 18
12 Feb 18
21 Feb 18
21 Feb 18
25,000,000
3,620,000
8,284,762
14,000,000
3,500,000
2,000,000
9 Mar 18
4,000,000
96,204,766
$1.000
$0.001
$0.001
$0.10
$0.10
$0.18
$0.42
$0.42
$0.42
$0.30
$0.42
$0.05
-
4
2,600
3,700
200,000
1,000,000
3,500,000
(363,947)
4,342,357
4,500,000
1,520,400
3,479,600
5,810,000
1,036,871
831,982
$200,000
(382,409)
21,338,801
Expiry date
Exercise
price
Balance at
start of year
Granted
during the
year
Issued/
(Exercised)
during the
year
Cancelled/
lapsed
during the
year
Balance
at end of
the year
14.
(a)
Issued Share Options
2018 unlisted share
option details
12 January 2022
23 October 2020
23 October 2022
6 November 2020
26 March 2023
(b)
Performance Share
Details
22 January 2022A
23 October 2022B
Refer to Notes A and B, below.
$0.001
$0.001
$0.001
$0.001
$0.20 2,000,000
-
-
-
-
2,000,000
-
3,500,000
2,000,000
1,500,000
1,700,000
8,700,000
-
(3,500,000)
(2,000,000)
-
-
(5,500,000)
- 2,000,000
-
-
-
-
- 1,500,000
- 1,700,000
- 5,200,000
8,000,000
-
8,000,000
-
14,000,000
14,000,000
(4,000,000)
(14,000,000)
(18,000,000)
- 4,000,000
-
-
- 4,000,000
Blackstone Minerals Limited | 52
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2018
Issued Share Options (continued)
14.
(b) Performance Share (continued)
Note A: During the year 4,000,000 Class B performance options were exercised and converted into
ordinary shares on 9 March 2018 upon satisfaction of the Class B performance milestone by
Directors and Management.
Note B: 24 October 2017 14,000,000 Class C performance shares issued and were converted to
ordinary shares on 10 January 2017 upon satisfaction of the Class C Performance milestone. These
included 8,000,000 issued on acquisition of Cobalt One Energy Corp and 6,000,000 to directors.
The of the 8,000,000 of $3,320,000 were included in the acquisition costs.
The current performance shares on issue which the milestones have not been met are detailed as
follows:
Class A
Milestone
All prospecting licence applications comprising the Middle Creek
Project being granted (with or without conditions) under the Mining
Act.
15. Reserves
(a)
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
2018
$
2017
$
84,140
981,563
1,033,371
(1,863,353)
235,721
-
-
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 year and
options outstanding at the end of the financial year, 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
Performance Shares – Class C – to Vendors, Directors,
Management associated with the Cobalt One Energy Corp
Acquisition.
Conversion of Performance Shares
Closing Balance
600,000
-
-
600,000
5,810,000
-
(6,010,000)
400,000
-
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 Option Premium Reserve
Unlisted Option Reserve
Performance Shares Reserve
Closing Balance
235,721
400,000
635,721
84,140
600,000
684,140
Blackstone Minerals Limited | 53
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2018
15. Reserves
(d)
Foreign Currency Translation Reserve
Opening balance
Exchange differences arising on translation of foreign operations
Closing Balance
(e)
Total reserves
Option Premium Reserve
Foreign Currency Translation Reserve
Closing Balance
2018
$
2017
$
-
(77,366)
(77,366)
635,721
(77,366)
558,355
-
-
-
684,140
-
684,140
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
2.05%
0.00%
2.10%
580,536
-
-
2,000,000
-
30,000
36,396
37,912
-
2,616,932
37,912
30,000
580,536
2,030,000
74,308
2,684,844
Financial Liabilities
Trade & other payables - current
0.00%
-
-
-
-
152,337
152,337
152,337
152,337
Blackstone Minerals Limited | 54
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2018
16. Financial Instruments, Risk Management Objectives and Policies (continued)
Consolidated
Weighted
Average
Interest Rate
%
Floating
Interest Rate
Fixed
Interest
$
$
Non-
interest
bearing
$
Total
$
2018
Financial Assets
Cash and cash equivalents
Trade & other receivables - current
Trade & other receivables - non-current
Financial Liabilities
Trade & other payables - current
1.70%
0.00%
2.05%
0.00%
124,557
-
-
124,557
2,000,000
-
96,183
2,096,183
940,390
241,285
-
1,181,675
3,064,947
241,285
96,183
3,402,415
-
-
-
-
911,703
911,703
911,703
911,703
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 2018, 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.
(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.
Blackstone Minerals Limited | 55
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2018
16. Financial Instruments, Risk Management Objectives and Policies (continued)
(e) Net fair value
The carrying value and net fair values of financial assets and liabilities at balance date are:
Financial assets
Cash and cash equivalents
Trade & other receivables - current
Trade & other receivables - non-current
Financial Liabilities
Trade and other payables - current
Financial assets
Cash and cash equivalents
Trade & other receivables - current
Trade & other receivables - non-current
Financial Liabilities
Trade and other payables - current
2017
Carrying
Amount
$
2,616,932
37,912
30,000
2,684,844
152,337
152,337
2018
Carrying
Amount
$
3,064,947
241,285
96,183
3,402,415
911,703
911,703
Net fair
Value
$
2,616,932
37,912
30,000
2,684,844
152,337
152,337
Net fair
Value
$
3,064,947
241,285
96,183
3,402,415
911,703
911,703
Consolidated
2018
$
2017
$
17. Earnings per Share
(a) Loss
Loss used in the calculation of basic EPS
(8,438,991)
(865,159)
(b) Weighted average number of ordinary shares (‘WANOS’)
WANOS used in the calculation of basic earnings per share:
67,038,136
18,313,059
(c) Diluted loss per share is considered to be the same as the basic
loss per share, as the potential ordinary shares on issue are anti-
dilutive and have not been applied inf calculating dilutive loss per
share.
Blackstone Minerals Limited | 56
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2018
Consolidated
2018
$
2017
$
18. 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
Foreign currency differences
Changes in assets and liabilities:
(Increase) in operating receivables & prepayments
Increase in trade and other payables
Increase in employee provisions
Net cash (used in) Operating Activities
(b) Non-cash investing and financing
Acquisition of Black Eagle (WA) Pty Ltd – Issue of Ordinary
Shares and Options.
Acquisition of Cobalt One Energy Corp – Issue of Ordinary Shares
and performance shares.
19. Commitments
(a)
Exploration commitments
Not longer than one year
Longer than one year, but not longer than five years
Longer than five years
(8,438,991)
(865,159)
22,331
4,504,934
(77,366)
471
84,140
(203,373)
759,366
48,073
(3,385,026)
(37,912)
152,337
5,738
(660,385)
-
1,600,000
8,527,010
-
494,453
1,977,813
-
2,472,267
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.
197,784
201,925
-
399,709
Blackstone Minerals Limited | 57
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2018
19.
Commitments (continued)
The Company has the following contingent liabilities and commitments as part of the consideration
payable for the acquisition of the Little Gem Gold-Cobalt Project, the Company will be required to pay
the following royalties upon commencement of mining:
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
an 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.
Under the Cartier Option Agreement acquired as part of Cobalt One Energy Corp acquisition is a Net
Smelter Royalty of 2% and Net Smelter Returns Royalty on the Mineral Claims.
Following the acquisition of Cobalt One Energy Corp, the following changes to the exploration
commitments reported at 30 June 2018 are as follows:
• Not longer than one year – increase of $186,203.
• Longer than one year – increase of $744,814.
20. Events Occurring After Balance Date
Since, 30 June 2018 the company entered into a Binding Option Agreement with Golden Pacific
Resources Limited (now Expose Resources Limited) to divest 100% of the Red Gate Project.
Key terms of the agreement include:
•
Irrevocable option to purchase until 21 December 2018 with a non-refundable option fee of
$35,000.
• Upon Expose Resources achieving an ASX listing, the option to purchase will be deemed to be
exercised by Expose Resources and the purchase price will consist of $500,000 cash and
$500,000 worth of Expose Resources ASX listed shares.
There are no further post balance date events.
21. 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 three operating segments, being exploration for mineral reserves within
Australia, Canada and the corporate/head office function.
Blackstone Minerals Limited | 58
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2018
21. Segment Information (continued)
(b)
Segment information provided to the board of directors
The segment information provided to the board of directors for the reportable segments
is as follows:
Exploration
Australia
Canada
$
Corporate
$
$
Total
$
2018
Total segment revenue
Interest revenue
Depreciation and amortisation expense
Total segment loss before income tax
-
-
-
(1,981,778)
-
-
-
(530,004)
46,469
46,469
22,331
(5,927,209)
46,469
46,469
22,331
(8,438,991)
Total segment assets
8,622,275
1,600,000
3,336,245
13,558,520
Total segment liabilities
2017
Total segment revenue
Interest revenue
Depreciation and amortisation expense
Total segment loss before income tax
Total segment assets
Total segment liabilities
-
-
-
-
-
-
-
-
(965,514)
(965,514)
-
-
-
(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 $46,469 were derived from one Australian financial
institution during the year. 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.
22. 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 25.
Blackstone Minerals Limited | 59
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2018
22. Related Party Transactions (continued)
(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
Recharges to Bellevue Gold Limited
Purchases from KMP related entities
Rent of office building and shared office costs
Payments to Venture Minerals Limited
Payments to Onedin Enterprises
Consolidated
2018
$
504,774
37,032
-
2,781,481
3,323,287
2017
$
136,194
8,594
-
-
144,788
Consolidated
2018
$
2017
$
272,117
155,481
109,632
39,008
16,004
-
119,018
9,253
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.
23. Share Based Payments
(a) Fair value of listed options granted
There are no listed options on issue.
Blackstone Minerals Limited | 60
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2018
23. Share Based Payments (continued)
(b) Fair value of unlisted options granted
30 June 2018
The weighted average fair value of the 8,700,000 unlisted options granted in current year
was $0.31 (2017: $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
2018
$0.001
3.8
$0.39
85.0%
2.1%
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.
c)
Fair value of performance shares granted
During the year 14,000,000 performance shares were granted and valued at issue date
with the share price at the date of issue on 24 October 2017 being 41.5 cents.
Included in performance shares were 8,000,000 issued in respect of the acquisition costs
of Cobalt One Energy Corp assets. The fair value of these performance shares of
$3,320,000 has been capitalised to Acquisition Costs.
Share based payments expense
Options issued to directors, employees and consultants
Performance shares issued to directors and employees
Total Share based payments expense
Share based payments shares – Acquisition costs
Performance shares issued to former directors and vendor
Ordinary shares
Total share based payments capitalised
See note 10 for payments for acquisitions of exploration assets.
30 June 2018
$
Period to
30 June 2017
$
2,014,934
2,490,000
4,504,934
84,140
-
84,140
$
$
3,320,000
4,500,000
7,820,000
600,000
1,000,000
1,600,000
24. Contingent Liabilities
There are no contingent liabilities outstanding at the end of the year.
Blackstone Minerals Limited | 61
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2018
25. 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
Black Eagle (WA) Pty Ltd
Blackstone Minerals (Canada) Pty
Ltd
Cobalt One Energy Corp
A
Country of
incorporation
Australia
Australia
Canada
Class of Shares
Ordinary
Ordinary
Ordinary
The proportion of ownership interest is equal to the proportion of voting power held.
Equity HoldingA
2018
%
100
100
100
2017
%
100
-
-
Company
2018
$
2017
$
26. Parent Entity Information
(a)
Assets
Current assets
Non-current assets
Total assets
(b)
(c)
(d)
(e)
(f)
(g)
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Equity
Contributed equity
Reserves
Accumulated losses
Total equity
Total Comprehensive loss for the year
Loss for the period after income tax
Other comprehensive income for the year
Total comprehensive loss for the year
The parent entity has not guaranteed any loans for any entity
during the year.
The parent entity has no contingent liabilities at the end of the
financial year.
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
3,214,982
10,252,288
13,467,270
2,654,844
1,664,569
4,319,413
965,514
-
965,514
21,338,801
635,721
(9,472,766)
12,501,756
(8,607,607)
-
(8,607,607)
158,075
-
158,075
4,342,357
684,140
(865,159)
4,161,338
(865,159)
-
(865,159)
197,784
201,925
-
399,709
137,250
274,500
-
411,750
Blackstone Minerals Limited | 62
Director’s Declaration
In the Directors’ opinion
(a)
the financial statements and notes set out on pages 33 to 62 are in accordance with the
Corporations Act 2001, including:
(i)
(ii)
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
2018 and of its performance for the period ended on that date; and
(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 18 to 29 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.
Scott Williamson
Managing Director
Perth, Western Australia, 28 September 2018
Blackstone Minerals Limited | 63
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 2018, the consolidated
statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and
the consolidated statement of cash flows for the year then ended, and notes to the financial 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 2018 and of its financial
performance for the year then ended; 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 following matters described 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
Acquisition of Mineral Tenements
During the year, the Company acquired Tenements
owned by Cobalt One Energy Corp, through the
issue of ordinary shares and performance shares.
The acquisition of the Cobalt One Corp tenements
was considered to be a key audit matter due to:
the significance of
($8.5
million) representing approximately 63% of
total assets; and
transaction
the
the judgement required in the determination of
the acquisition was a business
whether
combination (and
for
under AASB 3 Business Combinations (“AASB
3”)) or as an acquisition of Tenements and
accounted for under AASB 2 Share-Based
Payments (“AASB 2”).
therefore accounted
The Company accounted for the acquisition of the
tenements under the AASB 2 standard.
Carrying Value of Exploration and Evaluation
Expenditure
As at 30 June 2018, Capitalised Exploration and
Evaluation Expenditure totalled $10,127,010 (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 expenditure capitalised
representing 75% 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. Examining the acquisition contract to assess
whether the acquisition qualified as a business
combination (and thus should be accounted for
under AASB 3) or whether it was an acquisition
of assets (accounted for under AASB 2);
ii. Reviewing and assessing the determination
made by the Group whether the transaction is
an asset acquisition or a business combination;
iii. An assessment of the valuation assumptions
used in determining the fair value of the
acquired Tenements; and
iv. Considering
the adequacy of
the
financial
report disclosures contained in Note 10.
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 capitalised exploration and
evaluation costs, ensuring the veracity of the
data presented and assessing management’s
consideration 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 areas of interest and
corroborated in discussions 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
financial statements
to ensure appropriate
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 2018, 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 18 to 29 of the directors’ report for the period ended
30 June 2018. 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 2018
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 2018
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 18 September 2018 were as
follows:
Holding
1- 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
Number of Shareholders
Fully Paid Ordinary Shares
28
146
120
335
99
729
Holders of less than a marketable parcel: 155
Substantial Shareholders
The names of the substantial shareholders as at 18 September 2018:
Shareholder
Goldbridge Holdings Ltd
Colestar Management Corp
Hamish Halliday
Stephen Parsons
Andrew Radonjic
Number
9,778,530
7,341,658
5,081,383
6,447,421
5,158,751
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 21,300,000 ordinary shares subject to a 24 month escrow from the date of listing and
4,000,000 performance shares.
Unquoted Securities
Exercise
price
Vesting conditions
Expiry date Number of
options
Number
of
holders
Unlisted options
Director options
$0.20
$0.001
12 Jan 2020 2,000,000
1,500,000
6 Nov 2020
2
1
Nil
50% vest subject to achieving a
market capitalisation of A$50 Million
for a consecutive period of greater
than 30 days.; and
50% vest subject to completing 18
months of service
Blackstone Minerals Limited | 68
Additional Shareholder Information
Exercise
price
Vesting conditions
Expiry date Number of
options
Number
of
holders
Employee Options
$0.001
$0.001
$0.001
Tranche 1 - vest on delivery of a
maiden
compliant
resource estimate.
2012
JORC
Tranche 2 – vest on successfully
achieving a market capitalisation of
$75 million for a period of 30 days (1
month).
26 Mar
2023
26 Mar
2023
400,000
6
450,000
6
Tranche 3 – vest after 18 months of
continuous service by the Employee
or Contractor with an exercise price
of $0.001.
26 Mar
2023
850,000
6
Performance Shares are divided equally between the following milestones:
Class
A – 4,000,000
Milestone
All prospecting licence applications comprising the Middle Creek Project
being granted (with or without conditions) under the Mining Act.
Equity security holders
The names of the twenty largest ordinary fully paid shareholders as at 18 September 2018 are as
follows:
Shareholder
COLESTAR MGNT CORP
PARSONS STEPHEN ANDREW
GOLDBRIDGE MINING LTD
PARRY CRAIG ANDREW
DORJI KIRI MARGUERITE
HALLIDAY HAMISH PETER
RADONJIC LENORE THERESA
HSBC CUSTODY NOM AUST LTD
HALLIDAY HAMISH PETER
CITICORP NOM PL
J & J BANDY NOM PL
AKTIENGESELLSCHAFT D B
KOBIA HLDGS PL
RADONJIC LENORE THERESA
OWEN STUART RICHARD
KONNERT MICHAEL
PARRY REBECCA
SEVENTY THREE PL
WILLSTREET PL
AKTIENGESELLSCHAFT D U
Number
7,341,658
5,750,001
5,278,530
3,857,549
3,550,001
3,500,000
3,500,000
2,726,657
2,297,632
2,102,676
2,075,000
2,000,000
1,800,000
1,625,001
1,625,000
1,600,000
1,492,535
1,350,000
1,200,000
1,150,000
55,822,240
% Held of Issued
Ordinary Capital
7.63%
5.98%
5.49%
4.01%
3.69%
3.64%
3.64%
2.83%
2.39%
2.19%
2.16%
2.08%
1.87%
1.69%
1.69%
1.66%
1.55%
1.40%
1.25%
1.20%
58.0%
Blackstone Minerals Limited | 69
Additional Shareholder Information
ASX Listing Rule 4.10.19
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 | 70
Schedule of Tenements
As at 18 September 2018
Project
Little Gem
Cartier
Silver Swan South
Location
Tenement
Interest
British Columbia, Canada
British Columbia, Canada
British Columbia, Canada
British Columbia, Canada
British Columbia, Canada
British Columbia, Canada
British Columbia, Canada
British Columbia, Canada
British Columbia, Canada
British Columbia, Canada
British Columbia, Canada
British Columbia, Canada
British Columbia, Canada
British Columbia, Canada
British Columbia, Canada
British Columbia, Canada
Quebec, Canada
Quebec, Canada
Quebec, Canada
Quebec, Canada
Quebec, Canada
Quebec, Canada
Quebec, Canada
Quebec, Canada
Eastern Goldfields
Eastern Goldfields
Eastern Goldfields
Eastern Goldfields
Eastern Goldfields
Eastern Goldfields
Eastern Goldfields
501174, 502808
503409, 564599
573344, 796483
844114, 1020030
1047915, 1055449
1046246, 1046253
1050797, 1052563
1052564, 1052989
1052990, 1052991
1052992, 1052993
1055836, 1055837
1055838, 1055839
1055840, 1055859
1055860, 1055861
1055862, 1055863
1055864, 1052630
1052893
2459824, 2459825
2459826, 2459827
2459828, 2459829
2463107, 2463108
2463109, 2463110
2463111, 2463112
2463113, 2463114
2463115,
E27/545
P27/2191
P27/2192
P27/2193
P27/2194
P27/2195
P27/2196
E31/1096
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Red Gate
Eastern Goldfields
Middle Creek
Mount Deans South
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
P46/1900, P46/1901,
P46/1902, P46/1903,
P46/1904, P46/1905
P46/1906, P46/1907
P46/1907, P46/1908
P46/1909, P46/1910
P46/1911, P46/1912,
P46/1914, P46/1915,
P46/1916, P46/1917
P46/1918, P46/1919
P46/1920,
P46/1913
P63/2032 P63/2033
P63/2037
95%
95%
95%
95%
95%
95%
95%
95%
95%
95%
95%
Application
100%
Key
E:
P
Exploration Licence
Prospecting Licence
Blackstone Minerals Limited | 71