ANNUAL REPORT
30 JUNE 2019
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
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
2019 Annual Report
2
3
30
31
65
66
70
72
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 2019.
In May 2019, Blackstone entered into a binding term sheet for an option to acquire a 90% interest in
the Ta Khoa Nickel Project in Vietnam. The Ta Khoa Nickel Project includes the Ban Phuc Nickel mine
which successfully operated as a mechanised underground mine from 2013 to 2016 and is currently
on care and maintenance.
Blackstone continues to investigate the potential to develop downstream processing infrastructure in
Vietnam to produce a downstream nickel and cobalt product to supply Asia’s growing lithium ion
battery industry.
The company still holds its BC Cobalt Project which a total of 3,265 m of diamond core drilling has been
completed since acquiring the project in October 2017. During the year the company completed 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.
Blackstone also maintains a portfolio of Australian Projects, including the Silver Swan South project,
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.
Previous project owners focused their mining and exploration efforts primarily on the MSV at Ban
Phuc, while Blackstone will continue to explore both MSV targets and DSS targets throughout the
entire Ta Khoa Project initially within a 5km radius of the existing processing facility. Blackstone will
conduct further geophysics on the massive sulfide vein (MSV) and disseminated sulfide (DSS) targets
and continue the ongoing drilling campaign. Blackstone will aim to deliver a maiden resource on the
DSS at Ban Phuc over the coming months and investigate the potential to restart the Ban Phuc
concentrator through focused exploration on both MSV and DSS deposits. Blackstone has commenced
metallurgical testing on the Ban Phuc Disseminated orebody with an aim to develop a flow sheet for a
product suitable for the Lithium Ion battery industry.
The company is looking forward to year ahead and encourages existing shareholders to participate in
the Share Purchase Plan announced on 23 September 2019, which will see Blackstone in a stronger
position to continue its exploration activities.
We look forward to updating shareholders on our progress and thank our staff and management who
have continued to perform to deliver value for our Company, and our Shareholders for continued
believe in our Company as one which can deliver on its goals.
Hamish Halliday
Non-Executive Chairman
Blackstone Minerals Limited | 2
Directors’ Report
For the year ended 30 June 2019
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 2019 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
Mr Andrew Radonjic Technical Director
Mr Stephen Parsons Non-Executive Director
Mr Michael Konnert Non-Executive Director (Resigned 20 May 2019)
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
$4,182,260 (2018: $8,438,991).
Financial Position
The consolidated entity had $307,532 in cash and cash equivalents as at 30 June 2019 (2018:
$3,064,947).
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 the Ta Khoa Nickel Project in Northern Vietnam, the
BC Cobalt Project in British Columbia, Canada and Gold and Nickel Projects in Western Australia.
Subsequent to year end, the company began actively exploring the Ta Khoa Nickel Project in Vietnam
and currently has two drill rigs testing the Ban Phuc Disseminated (DSS) zone and targeting high
chargeability anomalies generated from a recently conducted IP survey. Blackstone aims to deliver a
maiden resource at Ta Khoa over the coming 6-12 months and subsequently deliver a scoping study
which will be focused on downstream nickel processing in Vietnam.
In British Columbia, the Company continues to refine drill targets at the BC Cobalt Project with the
aim to drill testing at an appropriate time. 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, and 21 granted prospecting licences at the Middle Creek
Project. Follow up drilling will now focus on further defining the nickel sulfide and gold targets at the
Silver Swan South Project.
Material business risks that may impact the results of future operations include further exploration
results, future commodity prices and funding.
Blackstone Minerals Limited | 3
Directors’ Report
For the year ended 30 June 2019
Significant Changes in the State of Affairs
6.
The following significant changes in the state of affairs of the during the financial year:
On 20 December 2018, the company issued 12,000,000 ordinary shares at an offer price of $0.10
through a placement, raising $1,200,000 before costs.
On 1 March 2019, the Class A Performance Share milestones were met, leading to the conversion of
4,000,000 performance shares to ordinary shares upon successful granting of the tenements
comprising the Middle Creek Project.
On 8 May 2019, the company announced to the ASX that it entered into a binding term sheet for the
option to acquire a 90% interest in the Ta Khoa Nickel Project in Vietnam.
Under the terms of the deal, Blackstone has a 12-month exclusive binding option agreement to
purchase AMR Nickel Limited’s 90% interest in the Ta Khoa Project on the following terms:
- Quarterly option payments to AMR Nickel Limited of US$100,000 to be spent by AMR Nickel
on approved expenditure;
- Exercise of the Option by issuing A$1,000,000 of ordinary fully paid shares in Blackstone
Minerals Limited a deemed issue price based on a 30-day volume weighted average price
calculation.
- The option may be extended for a further 12 months if Blackstone spends a minimum of
A$1,000,000 in the first 12-month period.
On 10 May 2019, a Two Tranche Placement was announced to the ASX to raise $2,000,000 through
the issue of 40,000,000 ordinary shares at an issue price of $0.05. Tranche 1 was completed on 15
May 2019 through the issue of 10,000,000 ordinary shares at an issue price $0.05 and Tranche 2 was
completed post year end on 5 July 2019 for the remaining 30,000,000 shares at an issue price of $0.05
following shareholder approval at a General Meeting of Shareholders held on 2 July 2019.
7.
Review of Operations
Introduction
On 8 May 2019, Blackstone acquired the option to purchase the Ta Khoa Nickel project, with the
Company focused on exploration work at the Ta Khoa Nickel Project in Vietnam with drilling
commencing post year end on 8 July 2019.
The company continued exploration at the BC Cobalt 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 at the BC Cobalt Project followed by an extensive
IP survey, 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.
Blackstone Minerals Limited | 4
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
Figure One | Locations of the Projects
Ta Khoa Nickel Project - Vietnam
The Company entered into a binding term sheet for the exclusive option to acquire a 90% interest
in the Ta Khoa Nickel Project. The Ta Khoa Nickel Project is located 160km west of Hanoi (refer
Figure Three) in the Son La Province of Vietnam and includes an existing modern nickel mine built
to Australian Standards, which is currently under care and maintenance. The Ban Phuc nickel mine
successfully operated as a mechanised underground nickel mine from 2013 to 2016.
Previous project owners invested more than US$136m in capital and generated US$213m in
revenue during a 3.5-year period of falling nickel prices. The project was placed into care and
maintenance in mid-2016 during some of the lowest nickel prices in the past 10 years. Existing
infrastructure associated with the project includes an internationally designed 450ktpa processing
plant connected to the local hydro power grid with a fully permitted tailings facility and a modern
250-person camp.
Since announcing the option to acquire the Ta Khoa Nickel Project, Blackstone has commenced
drilling and concurrently undertaken an initial IP survey. The IP survey has proven successful and
the results have been used to target the second phase of drilling. Blackstone will continue to test for
shallow DSS targets at Ban Phuc and, using the IP survey results, has commenced the second phase
of drilling to target high chargeability zones which correlate with the higher-grade zones within the
Ban Phuc DSS. Blackstone is the first Company to use IP as a targeting tool and the initial results
suggest the geophysical method will allow the Company to successfully define higher grade zones
within both the Massive Sulfide Vein (MSV) and DSS prospects throughout the Ta Khoa Nickel
Project.
Blackstone Minerals Limited | 5
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
Figure Two| Ta Khoa Nickel Project has existing modern infrastructure built to Australian Standards including a
450ktpa concentrator
Blackstone Minerals Limited | 6
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
Ta Khoa
Project
Ta Khoa
Project
Figure Three: Ta Khoa Project Location
Blackstone Minerals Limited | 7
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
Massive Sulfide Vein (MSV)
The MSV, constituting the recently mined Ban Phuc underground resource, is a body of Ni-Cu-Co-PGE
sulfide hosted within a shear, and is considered to be magmatic in origin rather than a hydrothermal
vein. The vein is 640m in length and continues to at least 450m below surface with an average width
of 1.3m. Country rocks are hornfelised Ban Phuc Horizon calcareous sediments and tremolite-altered
ultramafics. Quartz vein material typically brecciated and infilled with remobilised sulfides, is also
present within the host shear. More than 25 mapped MSV targets exist throughout the project with
only minimal drilling by previous owners outside of the main Ban Phuc MSV deposit.
Significant historic intersections of the MSV at Ban Phuc include (refer ASX announcement dated 8
May 2019 for drilling results):
BP04-63
2.02m @ 4.64% Ni, 3.59% Cu & 0.15% Co from 258.7m
BP13-06
2.25m @ 3.88% Ni, 1.59% Cu & 0.12% Co from 322.9m
LK03
LK11
BP301-18
2.50m @ 3.98% Ni & 0.96% Cu from 167.9m
2.05m @ 4.33% Ni & 1.14% Cu from 189.7m
9.2m @ 4.15% Ni, 1.33% Cu & 0.13% Co from 48.3m
Incl. 4.9m @ 6.49% Ni, 1.19% Cu & 0.20% Co
Significant historic drilling and trenching results from unmined MSV targets at Ta Khoa include (refer
announcement dated 8 May 2019 for drilling and trenching results):
Suoi Phang
Kingsnake
Ban Chang
Ban Khang
Ban Mong
1.0m @ 5.96% Ni, 3.53% Cu, 0.02% Co & 0.2g/t PGE;
1.0m @ 5.98% Ni, 0.24% Cu, 0.19% Co & 0.17g/t PGE;
2.1m @ 4.19% Ni, 0.36% Cu & 0.14% Co.
1.6m @ 3.27% Ni, 1.30% Cu, 0.11% Co & 2.22g/t PGE;
1.7m @ 3.30% Ni, 1.02% Cu, 0.11% Co & 2.16g/t PGE;
0.8m @ 3.08% Ni, 1.59% Cu, 0.17% Co.
1.6m @ 2.19% Ni & 1.54% Cu;
1.0m @ 2.65% Ni & 1.04% Cu;
1.7m @ 1.89% Ni & 0.91% Cu.
2.5m @ 1.76% Ni, 0.25% Cu & 0.19% Co;
2.6m @ 1.59% Ni, 0.71% Cu & 0.08% Co;
1.8m @ 1.51% Ni, 0.35% Cu & 0.17% Co.
0.5m @ 6.11% Ni, 0.11% Cu & 0.2% Co
0.5m @ 4.56% Ni, 0.15% Cu & 0.15% Co
0.5m @ 4.61% Ni, 1.20% Cu, 0.13% Co & 4.33g/t PGE
Blackstone Minerals Limited | 8
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
Canadian Projects
BC Cobalt Project (100% interest)
The BC Cobalt Project (367 km² of tenure), formerly the Little Gem Project, is located 180 km north
of Vancouver in British Columbia, Canada. The Project was discovered in the 1930s 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. Blackstone acquired the BC Cobalt Project in October 2017 and has since
completed an extensive maiden exploration program including 3,265 of diamond core drilling,
geochemical and geophysical surveys, with the initial results indicating potential for the project to
host a world class Cobalt Belt in British Columbia.
During the year, Blackstone commenced the 2019 field season which included stream sediment
sampling, an extensive soil sampling program, mapping and potential geophysics later in the season.
During the 2018 field season Blackstone identified a number of major Copper-Gold-Cobalt targets
centred on the Jewel Prospect, located 1.1 km north-northeast of the Little Gem Prospect. The soil
anomalies are greater than 1.5 kilometres long and coincide with several significant IP targets, which
are indicating a large sulfide bearing body at depth. The Copper, Gold and Cobalt soil anomalies are
favourably located within a significant structural setting near the contact between the granodiorite
and serpentinite (Refer Figure Four).
Blackstone’s geological model for the Jewel Prospect suggests the Copper-Gold-Cobalt Prospect is
favourably located within a similar geological setting to the underground mines of the world class
Bou-Azzer primary Cobalt district in Morocco. The majority of the high grade underground primary
Cobalt mines at Bou-Azzer are located near the contact of the serpentinised ultramafic and the
quartz diorite. The historical Jewel Mine is likewise located within close proximity to the contact of
the serpentinite and granodiorite bodies.
With the discovery of Cobalt-Gold mineralisation at Erebor during the 2018 field season returning
grades up to 2.3% cobalt, 32 g/t gold, 1.6% copper and 1.1% nickel combined with the multiple large-
scale IP anomalies indicating the potential source of the high grade mineralisation at Little Gem,
Erebor, Jewel and Roxey, the Company continues to unlock the potential for multiple deposits in a
region with geology analogous to the Bou-Azzer primary Cobalt district in Morocco (>50 deposits
and over 75 years of Cobalt production). Regional targets continue to be generated from the data
collected through prospecting and stream sediment sampling across the entire 48 strike km of
untested geology prospective for further primary Cobalt and Gold mineralisation.
Blackstone Minerals Limited | 9
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
Cartier Project (100% interest)
The Cartier Cobalt-Nickel Project (9 km² of tenure) is located 440 km north-east of Quebec City.
Historic exploration (1990s) 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 year the Company
continued to progress the project to understand the full potential of the Cartier Project.
Figure Four: BC Cobalt Project showing Copper, Gold and Cobalt soil contours and IP chargeability isosurfaces.
Blackstone Minerals Limited | 10
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
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 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, continued to work on finalising priority targets for drill testing.
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 | 11
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
Figure Five | Silver Swan South Gold Prospects
Blackstone Minerals Limited | 12
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
Figure Six | Silver Swan South Gold Prospects with Basement Gold Geochemistry Contours
Blackstone Minerals Limited | 13
Directors’ Report
For the year ended 30 June 2019
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), 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.
Blackstone Minerals has entered into a Binding Option Agreement (refer ASX Announcement 6
August 2018) with Expose Resources Limited (ASX code: EXX) formerly named Golden Pacific
Resources Limited to divest 100% of the Red Gate Project. Expose Resources lodged a
Prospectus with the Australian Securities and Investments Commission (ASIC) on 9 October
2018. The Initial Public Offering (IPO) process has been suspended due to difficult capital
markets. Blackstone is continuing discussions with Expose in relation to the Option
Agreement. Blackstone will update the market as necessary should there be any material
changes to the Option Agreement.
Blackstone Minerals Limited | 14
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
Middle Creek Project (95% - 100% interest)
The Middle Creek Project is adjacent to Millennium Minerals Limited’s Nullagine Gold Project
(where the Golden Eagle operations have produced >500Koz gold since 2012 and a 1.16Moz
resource inventory), in the Pilbara region of Western Australia (Refer Figure Seven) and consists of 21
prospecting licences covering 39.7 km² within the Mosquito Creek belt. During the year, the
tenement applications for the Middle Creek project were granted. Blackstone continued to work on
finalising priority targets for drill testing.
Figure Seven | Geology of the Middle Creek Project area
8. Matters Subsequent to the End of the Financial Year
• Since, 30 June 2019 the Company completed Tranche 2 of the placement issuing 30,000,000
ordinary shares at $0.05 for $1,500,000 before share issue costs.
• On 16 August 2019, 8,000,000 collateral shares were issued to Acuity Capital under a
controlled placement deed.
• On 23 September 2019, the Company announced a placement for 30,000,000 ordinary
shares at $0.15 for $4,500,000 before costs due to be completed by 26 September 2019. In
addition, a Share Purchase Plan commenced to all shareholders raising up to $500,000 or
3,333,333 ordinary shares at an issue price of $0.15.
There are no further subsequent events.
Blackstone Minerals Limited | 15
Directors’ Report
For the year ended 30 June 2019
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
7,481,383
Other Directorships
Venture Minerals Limited (since 30 January 2008)
Comet Resources Limited (since 16 December 2014)
Alicanto Minerals Limited (since 17 March 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
2,750,000
750,000
Other Directorships
Nil.
Blackstone Minerals Limited | 16
Directors’ Report
For the year ended 30 June 2019
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
6,308,751
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, MAusIMM
Mr Parsons is a geologist with over 20 years’ experience in the mining
sector. He is the managing director of Bellevue Gold Ltd which is
delineating the high-grade Bellevue Gold Project in Western Australia.
Previously Mr Parsons was 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 also the Executive Director of African Gold Ltd.
Interest in Securities
Fully Paid Ordinary Shares
8,622,421
Other Directorships
Bellevue Gold Ltd (appointed 31 March 2017) – Managing Director
African Gold Ltd (appointed 1 February 2018)
Centaurus Metals Ltd (31 March 2017 to 28 February 2019) – Non-
Executive Director
Joint Company Secretaries
Jamie Byrde – BCom, CA.
Since - 15 March 2017
Mr Byrde is a Chartered Accountant with over 15 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 Executive Director of Bellevue Gold Limited and a Non-Executive Director of Auteco
Minerals Limited and Company Secretary of Cygnus Gold Limited and African Gold Limited.
Blackstone Minerals Limited | 17
Directors’ Report
For the year ended 30 June 2019
11. Remuneration Report (audited)
The Directors of Blackstone Minerals Limited are pleased to present your Company’s 2019
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
Group Performance, Shareholder Wealth and Executive Remuneration
Non-Executive Director remuneration policy
Voting and comments made at the company’s 2018 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 2019
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
Non-Executive Chairman
Non-Executive Director
Non-Executive Director (resigned 20 May 2019)
Executive Directors
Mr S Williamson
Mr A Radonjic
Managing Director
Technical Director
Other key management personnel
Mr J Byrde
All of the key management personnel held their positions during the year ended 30 June
2019 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 Remuneration Committee is responsible for reviewing and recommending the
remuneration arrangements for the Executive and Non-Executive Directors and KMP each
year in accordance with the Company’s remuneration policy approved by the Board. This
includes an annual remuneration review and performance appraisal for the Executive
Directors and other executives, including their base salary, short-term incentives (“STI”)
and long-term incentives (“LTI”), bonuses, superannuation, termination payments and
service contracts.
Further information relating to the role of the Remuneration Committee can be found
within the Corporate Governance Report on the Company’s website, refer to
http://blackstoneminerals.com.au/corporate/
C.
D.
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 2019
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 2019 financial year.
Mix of Remuneration - June 2019
100%
75%
50%
25%
0%
Mr H Halliday Mr S Parsons Mr M Konnert Mr S Williamson Mr A Radonjic
Mr J Byrde
STI
LTI
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 2020 financial year.
Blackstone Minerals Limited | 20
Directors’ Report
For the year ended 30 June 2019
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. Group Performance, Shareholder Wealth and Executive Remuneration
The remuneration policy has been tailored to increase goal congruence between shareholders
directors and executives. This has been achieved by the issue of performance options to
directors, executives and other key management personnel, at the discretion of the Board of
Directors. The performance options are issued under the Employee Incentive Scheme and
based on a mixture of short, medium and long-term incentive options. This structure rewards
executives for both short-term and long-term shareholder wealth development.
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 $500,000. There are no planned changes to this limit requiring approval
by shareholders at the Annual General Meeting.
G. Voting and comments made at the Company’s 2018 Annual General Meeting
The Company received 98.3% of “Yes” votes on its remuneration report for 2018 financial
year (2017: 100%). 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
2019. There have been no changes to the below named key management personnel since the
end of the reporting year unless otherwise noted.
Blackstone Minerals Limited | 21
Directors’ Report
For the year ended 30 June 2019
11. Remuneration Report (audited) (continued)
H. Details of Remuneration
Mr M Konnert resigned 20 May 2019.
The fair value of the options is calculated at the date of grant using a Black-Scholes model. Refer to Section 11(H) for further details of
options issued during the June 2019 financial year.
Cash
Salary &
Fees
$
25,000
40,000
37,522
2019
Non-Executive
Directors
Mr H Halliday
Mr S Parsons
Mr M KonnertA
Executive Directors
Mr S Williamson
Mr A Radonjic
225,000
125,000
Other key
management
personnel
Mr J Byrde
Total
Remuneration
A
B
52,177
504,699
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
Short Term
Benefits
Incentives
Consulting
Fees
Other
Amounts
Super-
annuation
$
$
$
$
Non-Cash
Long Term
IncentivesB
$
Total
$
-
-
-
-
-
-
-
50,000
-
-
1,894
1,894
1,894
-
3,800
-
-
-
-
76,894
45,694
39,416
-
-
-
1,894
1,894
21,375
11,875
123,021
-
371,290
138,769
1,894
4,960
31,273
90,304
50,000
11,364
42,010
154,294
762,367
Short Term
Benefits
Incentives
Consulting
Fees
Other
Amounts
Super-
annuation
$
$
$
$
Non-Cash
Long Term
Incentives
$
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
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 2019
11. Remuneration Report (audited) (continued)
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 did not grant any options to the Managing Director and Other Key
Management Personnel as follows:
Share based payments expenses for Directors and Key Management Personnel represent options
issued in prior year which vested during the year.
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
2019
Non-Executive Directors
Mr H Halliday
Mr S Parsons
Mr M KonnertA
Executive Director
Mr S Williamson
Mr A Radonjic
-
--
-
-
-
Other Key Management Personnel
$
-
-
-
123,021B
-
Total
Remuneration
Represented by
Options and
Performance
Shares
-
-
-
33%
-
Mr J Byrde
-
31,273B
35%
2018
Non-Executive Directors
Mr H Halliday
Mr S Parsons
Mr M Konnert
Mr B McFadzean
Executive Director
2,250,000
2,250,000
-
-
933,750
933,750
-
-
92%
95%
-
-
(2,250,000)
(2,250,000)
-
-
Mr S Williamson
Mr A Radonjic
1,500,000
1,500,000
98,416
662,500
38%
83%
-
(1,500,000)
Other Key Management Personnel
Mr J Byrde
600,000
153,065
73%
(350,000)
A
B
Mr M Konnert resigned 20 May 2019.
Remuneration represented by options and performance shares relates to option and performance shares granted in prior year.
Blackstone Minerals Limited | 23
Exercised No.
Other
changes
No.
Lapsed
No.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Directors’ Report
For the year ended 30 June 2019
11. Remuneration Report (audited) (continued)
J.
Service Agreements
Name
Mr H Halliday
Non-Executive Chairman
Mr S Williamson
Managing Director
Mr A Radonjic
Technical Director
Mr S Parsons
Non-Executive Director
Term of
Agreement
No fixed term
No fixed term
No fixed term
Base salaryA
(per Agreement)
Termination benefit
$75,000
No termination benefits
$246,375
3 months payable on termination
$136,875
No termination benefits
No fixed term
$43,800
No termination benefits
Mr J ByrdeB
CFO/Joint Company Secretary
No fixed term
$54,750 – increased
to $64,700 from
period ending 29 May
2019.
3 months payable on termination
A
B
Includes superannuation
Mr Byrde’s agreement increased from $164,750 to $197,100 including super split evenly across 3 related entities on 29
May 2019.
K.
Equity instruments held by key management personnel
The tables below show the number of:
(i)
(ii)
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 2019
Directors of Blackstone Minerals Limited
-
Mr H Halliday
1,500,000
Mr S Williamson
-
Mr A Radonjic
-
Mr S Parsons
-
Mr M KonnertA
Other key management personnel
Mr J Byrde
250,000
30 June 2018
Directors of Blackstone Minerals Limited
-
Mr H Halliday
-
Mr S Williamson
-
Mr A Radonjic
-
Mr S Parsons
-
Mr M Konnert
-
Mr B McFadzean
-
-
-
-
-
-
-
1,500,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Other key management personnel
Mr J Byrde
A
Mr M Konnert resigned 20 May 2019.
-
600,000
(350,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,500,000
-
-
-
250,000
-
1,500,000
-
-
-
-
250,000
-
750,000
-
-
-
-
-
-
-
-
-
-
-
Blackstone Minerals Limited | 24
Directors’ Report
For the year ended 30 June 2019
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
ExercisedB
Other
changes
Balance at
end of the
year
Vested and
exercisable
30 June 2019
Directors of Blackstone Minerals Limited
Mr H Halliday
Mr S Williamson
Mr A Radonjic
Mr S Parsons
Mr M KonnertA
Mr B McFadzean
1,000,000
-
1,000,000
1,000,000
-
-
Other key management personnel
Mr J Byrde
-
30 June 2018
Directors of Blackstone Minerals Limited
Mr H Halliday
Mr S Williamson
Mr A Radonjic
Mr S Parsons
Mr M Konnert
Mr B McFadzean
2,000,000
-
2,000,000
2,000,000
-
-
-
-
-
-
-
(1,000,000)
-
(1,000,000)
(1,000,000)
-
-
-
2,250,000
-
1,500,000
2,250,000
-
-
(3,250,000)
-
(2,500,000)
(3,250,000)
-
-
Other key management personnel
Mr J Byrde
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,000,000
-
1,000,000
1,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
A
B
(v)
Mr M Konnert resigned 20 May 2019.
During the year the Class A Performance Share milestones were met and converted to ordinary shares.
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.
Blackstone Minerals Limited | 25
Directors’ Report
For the year ended 30 June 2019
11. Remuneration Report (audited) (continued)
K.
Equity instruments held by key management personnel (continued)
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 2019
Directors of Blackstone Minerals Limited
Mr H Halliday
Mr S Williamson
Mr A Radonjic
Mr S Parsons
Mr M KonnertA
Other key management personnel
Mr J Byrde
30 June 2018
Directors of Blackstone Minerals Limited
Mr H Halliday
Mr S Williamson
Mr A Radonjic
Mr S Parsons
Mr M Konnert
Mr B McFadzean
Other key management personnel
Mr J Byrde
A
Mr M Konnert resigned 20 May 2019.
6,081,383
100,000
5,158,751
6,447,421
2,262,084
350,000
2,783,751
-
2,658,751
3,197,421
1,062,084
525,000
1,000,000
-
1,000,000
1,000,000
-
-
800,000
-
-
(2,262,084) A
7,081,383
900,000
6,158,751
7,447,421
-
(200,000)
150,000
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
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
Mr Radonjic is a Director of Venture Minerals Limited which shares office and administration
service costs on normal commercial terms and conditions. Mr Radonjic, is a Director of
Onedin Enterprises which provides geological mapping services on normal commercial terms
and conditions.
Mr Halliday is a Non-Executive Director of Alicanto Minerals Limited and Venture Minerals
Limited which shares either office and administration service costs on normal commercial
terms and conditions.
Mr Parsons is a Director of Bellevue Gold Limited and African Gold Limited which shares
office costs on normal commercial terms and conditions.
Aggregate amounts of each of the above types of other transactions with key management
personnel of Blackstone minerals Limited:
Blackstone Minerals Limited | 26
Directors’ Report
For the year ended 30 June 2019
11. Remuneration Report (audited) (continued)
M. Other transactions with key management personnel
(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
Recharges to African Gold Limited
Purchases from KMP related entities
Shared office costs and other supplier services on arms’
length terms:
Payments to Venture Minerals Limited
Payments to Onedin Enterprises
End of remuneration report
12. Shares under Option
2019
$
2018
$
209,208
127,500
102,325
11,340
272,117
155,481
109,632
-
91,496
4,047
119,018
9,253
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
2 July 2019
12 January 2020
6 November 2020
26 March 2023
17 May 2021
$0.20
$0.001
$0.001
$0.10
2,000,000
750,000
1,700,000
10,000,000
No option holder has any right under the options to participate in any other share issue of the Company
or any other entity.
There were 4,000,000 shares issued on conversion of performances shares during the year ending 30
June 2019.
13.
Insurance of Officers
During the financial year, Blackstone Minerals Limited paid a premium of $11,364 (2018: $7,301) 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 | 27
Directors’ Report
For the year ended 30 June 2019
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
Full meetings of Directors
Number Eligible to
Attend
Meetings Attended
Remuneration Committee meetings
Number Eligible
to Attend
Meetings
Attended
5
5
5
5
5
5
5
5
4
3
-
-
-
-
-
-
-
-
-
-
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
The Group’s activities are subject to the relevant environmental protection
legislation
(Commonwealth and State) in relation to its exploration activities. The group believes that sound
environmental practice is not only a management obligation but the responsibility of every employee
and contractor.
No fines were imposed and no prosecutions were instituted by a regulatory body during the 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 | 28
Directors’ Report
For the year ended 30 June 2019
17. Auditor’s Independence Declaration & Non-Assurance Services
The lead auditor’s independence declaration for the year ended 30 June 2019 has been received and
can be found on page 30 of the Directors’ report. No fees were paid to the auditors for non-assurance
services performed during the year ended 30 June 2019.
Signed in accordance with a resolution of the Board of Directors.
Scott Williamson
Managing Director
Perth, Western Australia, 26 September 2019
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 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 Radonjic 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 | 29
Stantons International Audit and Consulting Pty Ltd
trading as
Chartered Accountants and Consultants
26 September 2019
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 2019, 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
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
32
33
34
35
36
65
66
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 26 September 2019. 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 | 31
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the Year Ended 30 June 2019
Revenue from continuing operations
Other income
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
Consolidated
Notes
30 June 2019
$
30 June 2018
$
3
3
12,345
88,635
46,469
-
(594,922)
(316,063)
(573,751)
(335,680)
(70,030)
(81,138)
(40,889)
(2,245,881)
(15,042)
(9,844)
(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)
(Loss) before income tax
(4,182,260)
(8,438,991)
Income tax (expense)/benefit
6
-
-
(Loss) attributable to owners
(4,182,260)
(8,438,991)
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
119,652
-
(4,062,608)
(77,366)
-
(8,516,357)
Basic and Diluted (loss) per share (cents per share)
17
(4.0)
(12.6)
The above consolidated statement of profit and loss and other comprehensive income should be read in conjunction with the accompanying
notes.
Blackstone Minerals Limited | 32
Consolidated Statement of Financial Position
As at 30 June 2019
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
2019
$
2018
$
7
8
8
9
10
11
12
13
15
307,532
174,638
482,170
3,064,947
241,285
3,306,232
96,183
16,472
10,204,152
10,316,807
96,183
29,095
10,127,010
10,252,288
10,798,977
13,558,520
221,727
72,890
294,617
911,703
53,811
965,514
294,617
965,514
10,504,360
12,593,006
23,377,083
613,687
(13,486,410)
10,504,360
21,338,801
558,355
(9,304,150)
12,593,006
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
Blackstone Minerals Limited | 33
Consolidated Statement of Changes in Equity
For the Year Ended 30 June 2019
Consolidated
Balance at 1 July 2017
Total comprehensive income
for the year:
Loss for the year
Foreign Exchange Differences
Contributed
Equity
Accumulated
Losses
$
$
Foreign
Currency
Reserve
$
Option
Reserve
Total
$
$
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
Balance at 1 July 2018
Total comprehensive income
for the year:
Loss for the year
Foreign Exchange Differences
21,338,801
(9,304,150)
(77,366)
635,721
12,593,006
-
-
-
(4,182,260)
-
(4,182,260)
-
119,652
119,652
-
-
-
(4,182,260)
119,652
(4,062,608)
Transactions with owners in their capacity as owners:
Contributions of equity (net of
transaction costs)
Equity settled share based
payment transactions
1,638,282
400,000
-
-
-
-
-
1,638,282
(64,320)
335,680
Balance at 30 June 2019
23,377,083 (13,486,410)
42,286 571,401 10,504,360
The above consolidated statement of equity should be read in conjunction with the accompanying notes.
Blackstone Minerals Limited | 34
Consolidated Statement of Cash Flows
For the Year Ended 30 June 2019
Consolidated
Notes
30 June 2019
$
30 June 2018
$
Cash Flows from Operating Activities
Payments to suppliers and employees
Interest received
Other income
Payments for exploration and evaluation
Net cash (outflow) from operating activities
Cash Flows from Investing Activities
Purchase of Mineral Tenements and Prospects
Purchase of property, plant and equipment
Security deposits paid
18
10
(1,530,410)
18,872
88,635
(2,893,233)
(1,438,264)
42,200
-
(1,988,962)
(4,316,136)
(3,385,026)
(77,142)
(2,419)
-
(707,010)
(16,857)
(66,183)
Net cash (outflow) from investing activities
(79,561)
(790,050)
Cash Flows from Financing Activities
Proceeds from issue of shares and other equity
securities
Proceed from unissued share capital
Share issue transaction costs
1,700,000
5,005,500
33,750
(95,468)
-
(382,409)
Net cash inflow from financing activities
1,638,282
4,623,091
Net (decrease)/ increase in cash and cash
equivalents
(2,757,415)
448,015
Cash and cash equivalents at the start of the year
3,064,947
2,616,932
Cash and cash equivalents at the end of the year
7
307,532
3,064,947
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 | 35
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2019
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’).
(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)
(ii)
(iii)
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).
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. For the year ended 30 June
2019, the Group incurred a loss before tax of $4,182,260 (2018: $8,438,991) and
incurred net cash outflows of $2,757,415 (net cash inflows of $448,015 for 2018).
At 30 June 2019, the Group had total current assets of $482,170 (2018: $3,306,232)
and total liabilities of $294,617 (2018: $965,514).
The Group’s ability to continue as a going concern basis is dependent upon
maintain sufficient funds for its operations and commitments. The Directors
continue to be focused on meeting the Group’s business objectives and is mindful
of the funding requirements to meet these objectives. The Directors consider the
basis of going concern to be appropriate 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.
Should the Group be unable to undertake the initiatives disclosed above, there is
uncertainty which may cast doubt as to whether or not the Group will be able to
continue as a going concern and whether it will realise its assets and extinguish its
liabilities in the normal course of business and at the amounts stated in the
financial statements.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts nor to the amounts and
classification of liabilities that might be necessary should the Group not continue
as a going concern.
Blackstone Minerals Limited | 36
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2019
1. Summary of Significant Accounting Policies (continued)
(b) Principles of Consolidation
(i)
Subsidiaries
The consolidated financial statements incorporate the assets and liabilities of the
consolidated entity as at 30 June 2019 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.
(ii)
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.
Blackstone Minerals Limited | 37
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2019
1. Summary of Significant Accounting Policies (continued)
(d) Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of the group’s entities are
measured using the currency of the primary economic environment in which the
entity operates (‘the functional currency’). The consolidated financial statements
are presented in Australian dollars, which is Blackstone Minerals Limited’s and its
subsidiaries functional and presentation currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the
exchange rates prevailing at the dates of the transactions. Foreign exchange gains
and losses resulting from the settlement of such transactions and from the
translation of monetary assets and liabilities denominated in foreign currencies at
period end exchange rates are generally recognised in profit or loss. They are
deferred in equity if they relate to qualifying cash flow hedges, qualifying net
investment hedges or are attributable to part of the net investment in a foreign
operation.
Translation differences on financial assets and liabilities carried at fair value are
reported as part of the fair value gain or loss. Translation differences on non-
monetary financial assets and liabilities such as equities held at fair value through
profit or loss are recognised in profit or loss as part of the fair value gain or loss.
Translation differences on non-monetary financial assets such as equities classified
as available for sale financial assets are included in the fair value reserve in equity.
(iii) Group companies
The results and financial position of foreign operations that have a functional
currency different from the presentation currency are translated into the
presentation currency as follows:
▪ Assets and liabilities for each balance sheet presented are translated at the
▪
closing rate at the date of that balance sheet
Income and expenses for the statement of comprehensive income are
translated at average exchange rates, and
▪ All resulting exchange differences are recognised in other comprehensive
income.
(e) Revenue recognition
The Group has applied AASB 15 Revenue from Contracts with Customers effective from 1
July 2018 using the cumulative effective method. Therefore, the comparative information
has not been restated and continues to be presented under AASB 118: Revenue. The
adoption of AASB 15 does not have a significant impact on the Group as the Group does not
currently have any significant revenues from customers.
(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.
(ii) Other income
Revenue from other income, rendering goods and services is measured at the fair
value of consideration received or receivable for the sale of goods and services in the
ordinary course of the Group’s activities when control of the asset is transferred to
the customer or services rendered.
Blackstone Minerals Limited | 38
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2019
1. Summary of Significant Accounting Policies (continued)
(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.
(g) Leases
Leases of property, plant and equipment where the group has substantially all the risks
and rewards of ownership are classified as finance leases. Finance leases are capitalised
at the lease’s inception at the lower of the fair value of the leased property and the present
value of the minimum lease payments. The corresponding rental obligations, net of
finance charges, are included in other long-term payables. Each lease payment is allocated
between the liability and finance cost. The finance cost is charged to the statement of
comprehensive income over the lease period so as to produce a constant periodic rate of
interest on the remaining balance of the liability for each period. The property, plant and
equipment acquired under finance leases are depreciated over the shorter of the asset’s
useful life and the lease term.
Leases in which a significant portion of the risks and rewards of ownership are retained
by the lessor are classified as operating leases. Payments made under operating leases
(net of any incentives received from the lessor) are charged to the statement of
comprehensive income on a straight-line basis over the period of the lease.
(h)
Impairment of assets
At each reporting date, the group assesses whether there is any indication that an asset
may be impaired. An impairment loss is recognised for the amount by which the asset’s
carrying amount exceeds its recoverable amount. The recoverable amount is the higher
of an asset’s fair value less costs to sell and value in use. For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash inflows which are largely independent of the cash inflows from other
assets or groups of assets (cash-generating units). Non-financial assets other than
goodwill that suffered impairment are reviewed for possible reversal of the impairment.
Blackstone Minerals Limited | 39
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2019
1. Summary of Significant Accounting Policies (continued)
(h)
Impairment of assets
at each reporting date or more frequently if events or changes in circumstances indicate
that they might be impaired.
(i) Cash and cash equivalents
For the purposes of presentation of the statement of cash flows, cash and cash equivalents
include cash on hand, deposits held at call with financial institutions, other short-term,
highly liquid investments with original maturities of three months or less that are readily
convertible to known amounts of cash and which are subject to an insignificant risk of
changes in value, and bank overdrafts.
(j) Trade and other receivables
Trade and other receivables include amounts due from customers for goods and services
performed in the ordinary course of business. Receivables expected to be collected within
12 months of the end of the reporting period are classified as current assets. All other
receivables are classified as non-current assets. Trade and other receivables are initially
recognised at fair value and subsequently measured at amortised cost using the effective
interest method, less any provision for impairment.
(k) Exploration and evaluation expenditure
The exploration and evaluation expenditure accounting policy is expense expenditure as
incurred rather 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.
(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.
Blackstone Minerals Limited | 40
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2019
1. Summary of Significant Accounting Policies (continued)
(m)
Financial Instruments
Recognition, initial measurement and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party
to the contractual provisions of the financial instrument. Financial instruments (except
for trade receivables) are measured initially at fair value adjusted by transactions costs,
except for those carried “at fair value through profit or loss”, in which case transaction
costs are expensed to profit or loss. Where available, quoted prices in an active market
are used to determine the fair value. In other circumstances, valuation techniques are
adopted. Subsequent measurement of financial assets and financial liabilities are
described below.
Trade receivables are initially measured at the transaction price if the receivables do not
contain a significant financing component in accordance with AASB 15.
Financial assets are derecognised when the contractual rights to the cash flows from the
financial asset expire, or when the financial asset and all substantial risks and rewards
are transferred. A financial liability is derecognised when it is extinguished, discharged,
cancelled or expires.
Classification and subsequent measurement
Financial assets
Except for those trade receivables that do not contain a significant financing component
and are measured at the transaction price in accordance with AASB 15, all financial assets
are initially measured at fair value adjusted for transaction costs (where applicable).
For the purpose of subsequent measurement, financial assets other than those designated
and effective as hedging instruments, are classified into the following categories upon
initial recognition:
▪ amortised cost;
▪
▪
fair value through other comprehensive income (FVOCI); and
fair value through profit or loss (FVPL).
Classifications are determined by both:
▪ The contractual cash flow characteristics of the financial assets; and
▪ The entities business model for managing the financial asset.
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following
conditions (and are not designated as FVPL):
▪
▪
they are held within a business model whose objective is to hold the
financial assets and collect its contractual cash flows; and
the contractual terms of the financial assets give rise to cash flows that are
solely payments of principal and interest on the principal amount
outstanding.
Blackstone Minerals Limited | 41
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2019
1.
Summary of Significant Accounting Policies (continued)
(m)
Financial Instruments (continued)
After initial recognition, these are measured at amortised cost using the effective interest
method. Discounting is omitted where the effect of discounting is immaterial. The Group’s
cash and cash equivalents, trade and most other receivables fall into this category of
financial instruments.
Financial assets at fair value through other comprehensive income (Equity
instruments)
The Group measures debt instruments at fair value through OCI if both of the following
conditions are met:
▪ The contractual terms of the financial asset give rise on specified dates to cash
flows that are solely payments of principal and interest on the principal amount
outstanding; and
▪ The financial asset is held within a business model with the objective of both
holding to collect contractual cash flows and selling the financial asset.
For debt instruments at fair value through OCI, interest income, foreign exchange
revaluation and impairment losses or reversals are recognised in the statement of profit
or loss and computed in the same manner as for financial assets measured at amortised
cost. The remaining fair value changes are recognised in OCI.
Upon initial recognition, the Group can elect to classify irrevocably its equity investments
as equity instruments designated at fair value through OCI when they meet the definition
of equity under AASB 132 Financial Instruments: Presentation and are not held for trading.
Financial assets at fair value through profit or loss (FVPL)
Financial assets at fair value through profit or loss include financial assets held for
trading, financial assets designated upon initial recognition at fair value through profit or
loss, or financial assets mandatorily required to be measured at fair value. Financial
assets are classified as held for trading if they are acquired for the purpose of selling or
repurchasing in the near term.
Financial liabilities
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value
through profit or loss, loans and borrowings, payables, or as derivatives designated as
hedging instruments in an effective hedge, as appropriate.
Financial liabilities are initially measured at fair value, and, where applicable, adjusted
for transaction costs unless the Group designated a financial liability at fair value through
profit or loss.
Blackstone Minerals Limited | 42
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2019
1.
Summary of Significant Accounting Policies (continued)
(m)
Financial Instruments (continued)
Subsequently, financial liabilities are measured at amortised cost using the effective
interest method except for derivatives and financial liabilities designated at FVPL, which
are carried subsequently at fair value with gains or losses recognised in profit or loss.
All interest-related charges and, if applicable, gains and losses arising on changes in fair
value are recognised in profit or loss.
Impairment
From 1 July 2018, the Group assesses on a forward-looking basis the expected credit
losses associated with its debt instruments carried at amortised cost and FVOCI. The
impairment methodology applied depends on whether there has been a significant
increase in credit risk. For trade receivables, the Group applies the simplified approach
permitted by AASB, which requires expected lifetime losses to be recognised from initial
recognition of the receivables.
Comparative information
The Group has applied AASB 9 Financial Instruments retrospectively, but has elected not
to restate comparative information. As a result, the comparative information provided
continues to be accounted for in accordance with the Group’s previous accounting policy.
Classification
Until 30 June 2018, the group classified its financial assets in the following categories:
financial assets at fair value through profit or loss;
loans and receivables;
▪
▪
▪ held-to-maturity investments; and
▪ available-for-sale financial assets.
The classification depended on the purpose for which the investments were acquired.
Management determined the classification of its investments at initial recognition and, in
the case of assets classified as held-to-maturity, re-evaluated this designation at the end
of each reporting period.
(n)
(o)
Trade and other payables
These amounts represent liabilities for goods and services provided to the company prior
to the end of financial period which are unpaid. The amounts are unsecured and are
usually paid within 30 days of recognition.
Provisions
Provisions are recognised when: the company has a present legal or constructive
obligation as a result of past events; it is probable that an outflow of resources will be
required to settle the obligation; and the amount has been reliably estimated. Provisions
are not recognised for future operating losses.
Provisions are measured at the present value of management’s best estimate of the
expenditure required to settle the present obligation at the balance date. The discount
rate used to determine the present value reflects current market assessments of the time
value of money and the risks specific to the liability. The increase in the provision due to
the passage of time is recognised as interest expense.
Blackstone Minerals Limited | 43
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2019
1. Summary of Significant Accounting Policies (continued)
(p) Employee benefits
(i)
(ii)
(iii)
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.
in exchange
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
for shares or rights over shares (‘equity-settled
services
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.
Blackstone Minerals Limited | 44
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2019
1. Summary of Significant Accounting Policies (continued)
(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.
(t) New accounting standards and interpretations adopted by the Group
The Group has adopted AASB 15 Revenue from Contracts with Customers and AASB 9
Financial Instruments which became effective for financial reporting periods commencing
on or after 1 January 2018.
(i)
AASB 15 Revenue from contracts with customers
AASB 15 replaces AASB 118 Revenue, AASB 111 Construction Contracts and
several revenues related interpretations. AASB 15 establishes a five-step model to
account for revenue arising from contracts with customers and requires that
revenue to be recognised at an amount that reflects the consideration to which an
entity expects to be entitled in exchange for transferring goods or services to a
customer.
The adoption of AASB 15 does not have a significant impact on the Group as the
Group does not currently have any revenue from customers.
Blackstone Minerals Limited | 45
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2019
1. Summary of Significant Accounting Policies (continued)
(t) New accounting standards and interpretations adopted by the Group (continued)
(ii)
AASB 9 Financial Instruments
AASB 9 Financial Instruments replaces AASB 139 Financial Instruments:
Recognition and Measurement for annual periods beginning on or after 1 January
2018, bringing together all three aspects of the accounting for financial
instruments: classification and measurement, impairment, and hedge accounting.
As a result of adopting AASB 9 Financial Instruments, the Group has amended its
financial instruments accounting policies to align with AASB 9. AASB 9 makes
major changes to the previous guidance on the classification and measurement of
financial assets and introduces an ‘expected credit loss’ model for impairment of
financial assets.
There were no financial instruments which the Group designated at fair value
through profit or loss under AASB 139 that were subject to reclassification. The
Board assessed the Group’s financial assets and determined the application of
AASB 9 does not result in a change in the classification of the financial instruments.
The adoption of AASB 9 does not have a significant impact on the financial report.
New and revised Accounting Standards for Application in Future Periods
(iii)
AASB 16: Leases applies to annual reporting periods beginning on or after 1
January 2019.
This Standard supersedes AASB 117 Leases, Interpretation 4 Determining whether
an Arrangement contains a Lease, AASB interpretation 115 Operating Leases-
interpretation 127 Evaluating the Substance of
Incentives and AASDB
Transactions Involving the Legal Form of lease. AASB 16 sets out the principles for
the recognition, measurement, presentation and disclosure of leases and requires
lessees to account for all leases under a single on-balance sheet model similar to
the accounting for finance leases under AASB 117.
The key features of AASB 16 are as follows:
• Lessees are required to recognise assets and liabilities for all leases with
a term of more than 12 months, unless the underlying asset is of low
value.
• A lessee measures right of use assets similarly to other non-financial
assets and lease liabilities similarly to other financial liabilities.
• Assets and Liabilities arising from the lease are initially measured on a
present value basis.
The measurement includes non-cancellable lease payments (including inflation-
linked payments), and also includes payments to be made in optional periods if
the lessee is reasonably certain to exercise an option to extend to lease, or not to
exercise an option to terminate the lease.
• AASB 16 contains disclosure requirements for leases.
Blackstone Minerals Limited | 46
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2019
1. Summary of Significant Accounting Policies (continued)
(t) New accounting standards and interpretations adopted by the Group (continued)
Lessor accounting
•
•
the
forward
AASB 16 substantially carries
lessor accounting
requirements in AASB 117. Accordingly, a lessor continues to classify its
leases as operating leases or finance leases, and to account for those two
types of leases differently.
AASB 16 also requires enhanced disclosures to be provided by lessors
that will improve information disclosed about a lessor’s risk exposure,
particularly to residual value risk.
Estimated impact of AASB 16 on the Group when the standard is applied
The impact on the Group’s operating profit as a result of the adoption of AASB 16,
the impact on the profit and loss is limited to the non-cancellable operating leases
as specified in note 19(b) is $807,700 which will be amortised over the life of the
lease being 4 years should the option to extend the lease be exercised.
(iv)
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 2018 affected any of the
amounts recognised in the current period or any prior period, although it caused
minor changes to the Group’s disclosures.
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.
Blackstone Minerals Limited | 47
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2019
Notes
3. Revenue
From continuing operations
Interest received
Other income
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
5.
Auditor’s Remuneration
Remuneration of the auditor of the group
Auditing or reviewing the financial statements
Other non-assurance services
Total auditor remuneration
Consolidated
30 June 2019
$
30 June 2018
$
12,345
88,635
100,980
46,469
-
46,469
458,348
78,168
37,235
573,751
457,070
44,284
59,192
560,546
36,343
33,687
70,030
7,580
7,462
15,042
9,844
9,844
39,920
-
39,920
35,990
29,127
65,117
5,908
16,423
22,331
7,910
7,910
36,959
-
36,959
Blackstone Minerals Limited | 48
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2019
Notes
Consolidated
30 June 2019
$
30 June 2018
$
6.
(a)
Income Tax Expense
Income tax expense
Current tax
Deferred tax
Total income tax (expense)/benefit
Deferred income tax expense included in income tax expense
comprises:
(Increase) in deferred tax assets (Note 6(c))
Increase in deferred tax liabilities (Note 6(d))
-
-
-
-
-
-
-
-
-
-
-
-
(b) Numerical reconciliation of income tax expense to prima facie tax
payable
Loss from continuing operations before income tax expense
(4,182,260)
(8,438,991)
Tax (tax benefit) at the tax rate of 27.5% (2018: 27.5%)
(1,150,122)
(2,320,723)
Tax effect of amounts which are not deductible (taxable) in
calculating taxable income:
Share based payments
Other non-deductible amounts
Prior year adjustments
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
92,312
536,835
(31,331)
1,238,857
581,752
-
552,306
500,114
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(e)
Tax losses
Unused tax losses for which no DTA has been recognized
Potential tax benefit at 27.5% (2018: 27.5%)
4,659,724
1,281,424
2,651,336
729,118
(f)
Unrecognised temporary differences
Unrecognised deferred tax asset relating to capital raising costs
451,398
447,813
Blackstone Minerals Limited | 49
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2019
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 0.75% (2018: 0.00% and 0.90%)
(c) Deposits at call
Deposits at call are bearing interest rates of nil. (2018: 2.22% and
2.55%)
8. Trade & Other Receivables
(a) Current
Other receivables
Total current trade and other receivables
(b) Non-Current
Deposits
Total non-current trade and other receivables
Consolidated
2019
$
2018
$
307,532
-
307,532
1,064,947
2,000,000
3,064,947
174,638
174,638
241,285
241,285
96,183
96,183
96,183
96,183
(c) Past due and impaired receivables
As at 30 June 2019, there were no other receivables that were past due or impaired. (2018: 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 | 50
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2019
Consolidated
Plant & Equipment
9. Property, Plant & Equipment
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
30 June 2019
Opening net book amount
Additions
Depreciation charge
Closing net book amount
At 30 June 2019
Cost or fair value
Accumulated depreciation
Net book amount
$
4,624
19,187
-
(5,908)
17,903
24,282
(6,379)
17,903
17,903
2,419
(7,580)
12,742
26,701
(13,959)
12,742
Leasehold
Improvements
$
29,945
2,215
(4,545)
(16,423)
11,192
27,615
(16,423)
11,192
11,192
-
(7,462)
3,730
27,615
(23,885)
3,730
Total
$
34,569
21,402
(4,545)
(22,331)
29,095
51,897
(22,802)
29,095
29,095
2,419
(15,042)
16,472
54,316
(37,844)
16,472
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
Exploration and acquisition expenditure at cost
Write offs/provisions
Total non-current exploration and evaluation expenditure
Consolidated
2019
$
2018
$
10,127,010
77,142
2,300,165
(2,300,165)
10,204,152
1,600,000
8,527,010
2,511,782
(2,511,782)
10,127,010
(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 | 51
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2019
10. Exploration & Evaluation Expenditure (continued)
Acquisition of Exploration Assets – 30 June 2019
During the year on 29th of January 2019, the company entered into an agreement to acquire tenements in
Oregon, United States known as the Record Mine, for an option fee of US$20,000 payable on agreement,
with an option fee payable annually on 1 February each year for four years for US$25,000 per year. The
total option fee paid during the year was A$28,175. Additional exploration ground around the project area
was applied directly for an additional cost of $48,966 bringing the total acquisition cost of $77,142 for the
tenement package.
Acquisition of Exploration Assets – Prior Year 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
2019
$
2018
$
139,172
82,555
221,727
613,169
298,534
911,703
72,890
72,890
53,811
53,811
Blackstone Minerals Limited | 52
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2019
13. Contributed Equity
(a)
Issued and unissued share
capital
Ordinary shares - fully
paid
Unissued capital
Total issued and unissued
share capital
Consolidated
2019
Shares
2019
$
Consolidated
2018
Shares
2018
$
122,204,766
23,343,333
96,204,766
21,338,801
675,000
122,879,766
33,750
23,377,083
-
96,204,766
-
21,338,801
(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.
Date
Number of
Shares
Issue Price
Total
$
$
(d) Movements in issued capital
Opening Balance 1 July 2017
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
Opening Balance 1 July 2018
Share issue
Conversion of Class A Performance
Shares
Share issue
Less: Transaction costs
Closing Balance at 30 June 2019
(e)
Unissued Capital
Total Issued and Unissued Share
Capital
35,800,004
25,000,000
3,620,000
8,284,762
14,000,000
3,500,000
2,000,000
24 Oct 17
14 Dec 17
23 Jan 18
12 Feb 18
21 Feb 18
21 Feb 18
9 Mar 18
4,000,000
96,204,766
96,204,766
12,000,000
20 Dec 18
1 Mar 19
15 May 19
4,000,000
10,000,000
122,204,766
30 June 19
675,000
122,879,766
$0.18
$0.42
$0.42
$0.42
$0.30
$0.42
$0.05
$0.10
$0.10
$0.05
$0.05
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
21,338,801
1,200,000
400,000
500,000
(95,468)
23,343,333
33,750
23,377,083
Unissued share capital of $33,750 relates to funds received prior to 30 June 2019 for shares issued as part
of Tranche 2 of the placement finalised on 5 July 2019.
Blackstone Minerals Limited | 53
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2019
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 and
Performance Shares
2019 unlisted share
option details
12 January 2022
6 November 2020
26 March 2023
$0.20
$0.001
$0.001
2,000,000
1,500,000
1,700,000
5,200,000
-
-
-
-
-
-
-
-
- 2,000,000
- 1,500,000
- 1,700,000
- 5,200,000
2018 unlisted share
option details
12 January 2022
23 October 2020
23 October 2022
6 November 2020
26 March 2023
(b)
Performance Share
Details 2019
22 January 2022A
Performance Share
Details 2018
22 January 2022 B
23 October 2022C
$0.20
$0.001
$0.001
$0.001
$0.001
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
4,000,000
4,000,000
-
-
(4,000,000)
(4,000,000)
-
-
-
-
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
Note A: On 1 March 2019 4,000,000 Class A performance shares expiring on 22 January 2022 were
converted into ordinary shares upon satisfaction of the Class A performance milestones by
Directors and Management.
Note B: The 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 C: The 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
8,000,000 Class C performances valued at $3,320,000 were included in the acquisition costs.
There are no performance shares on issue at 30 June 2019.
Blackstone Minerals Limited | 54
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2019
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
2019
$
2018
$
235,721
335,680
-
-
571,401
84,140
981,563
1,033,371
(1,863,353)
235,721
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)
(c)
(d)
(e)
Performance Shares Reserve
Opening balance
Performance Shares – Class C – to Vendors, Directors,
Management associated with the Cobalt One Energy Corp
Acquisition.
(6,010,000)
Conversion of Class A Performance Shares
Closing Balance
400,000
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)
(400,000)
-
600,000
5,810,000
400,000
-
Total Option Premium Reserve
Unlisted Option Reserve
Performance Shares Reserve
Closing Balance
Foreign Currency Translation Reserve
Opening balance
Exchange differences arising on translation of foreign operations
Closing Balance
Total reserves
Option Premium Reserve
Foreign Currency Translation Reserve
Closing Balance
571,401
-
571,401
(77,366)
119,652
42,286
571,401
42,286
613,687
235,721
400,000
635,721
-
(77,366)
(77,366)
635,721
(77,366)
558,355
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:
Blackstone Minerals Limited | 55
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2019
16. Financial Instruments, Risk Management Objectives and Policies (continued)
(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
$
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
Consolidated
Weighted
Average
Interest Rate
%
Floating
Interest Rate
Fixed
Interest
$
$
Non-
interest
bearing
$
Total
$
2019
Financial Assets
Cash and cash equivalents
Trade & other receivables - current
Trade & other receivables - non-current
Financial Liabilities
Trade & other payables - current
0.40%
0.00%
2.51%
0.00%
165,252
-
-
165,252
-
-
96,183
96,183
142,280
174,638
-
316,918
307,532
174,638
96,183
578,353
-
-
-
-
221,727
221,727
221,727
221,727
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 2019, the group’s exposure to interest rate risk is not considered
material.
(b) 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 | 56
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2019
16. Financial Instruments, Risk Management Objectives and Policies (continued)
(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) Foreign currency risk
The Group is exposed to currency risk arising from exchange rate fluctuations on purchases
that are denominated in currency other than the respective functional currencies of the
Group entities, primarily the Australian Dollar (AUD) and Canadian (CAD). The currencies in
which these transactions are primarily denominated in are AUD and CAD.
The Group’s investments in its Canadian subsidiares are denominated in AUD and are not
hedged as those currency positions are considered long term in nature. The Group does not
have a hedging policy in place.
(f) 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
2018
Carrying
Amount
$
3,064,947
241,285
96,183
3,402,415
911,703
911,703
2019
Carrying
Amount
$
307,532
174,638
96,183
578,353
221,727
221,727
Net fair
Value
$
3,064,947
241,285
96,183
3,402,415
911,703
911,703
Net fair
Value
$
307,532
174,638
96,183
578,353
221,727
221,727
Blackstone Minerals Limited | 57
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2019
Consolidated
2019
$
2018
$
17. Earnings per Share
(a) Loss
Loss used in the calculation of basic EPS
(4,182,260)
(8,438,991)
(b) Weighted average number of ordinary shares (‘WANOS’)
WANOS used in the calculation of basic earnings per share:
105,110,322
67,038,136
(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 in calculating dilutive loss per
share.
Consolidated
2019
$
2018
$
18. Cash Flow Information
(a) Reconciliation of cash flows from operating activities with loss from ordinary activities after income tax:
(8,438,991)
(Loss) from ordinary activities after income tax
(4,182,260)
Depreciation
Share based payments
Foreign currency differences
Changes in assets and liabilities:
Decrease/ (Increase) in operating receivables & prepayments
(Decrease)/ Increase in trade and other payables
Increase in employee provisions
Net cash (used in) Operating Activities
(b) Non-cash investing and financing
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
15,042
335,680
119,652
22,331
4,504,934
(77,366)
66,647
(689,976)
19,079
(4,316,136)
(203,373)
759,366
48,073
(3,385,026)
-
8,527,010
1,860,819
2,075,630
-
3,936,449
494,453
1,977,813
-
2,472,266
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.
Blackstone Minerals Limited | 58
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2019
19.
Commitments (continued)
2019
$
2018
$
(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
197,784
201,925
-
399,709
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 the company as lessee. As it is probable the lease option will be exercised the commitment has
been included. The total cost of the lease is recharged to related entities.
201,925
605,775
807,700
North America
BC Cobalt
The Company has the following contingent liabilities and commitments as part of the consideration
payable for the acquisition of the BC Cobalt Project (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.
Record Mine
During the year on 29th of January 2019, the company entered into an agreement to acquire tenements
in Oregon, United States known as the Record Mine, for an option fee of US$20,000 payable on
agreement, with an option fee payable annually on 1 February each year for four years for US$25,000
per year. After the fourth year the purchase price if the option is exercised is US$1 million dollars.
Owners shall retain NSR royalty equal to 1.5% shall be payable to the current owner of the Record
mine in North America.
Vietnam
Ta Khoa Nickel Project
On 8 May 2019, the company entered into a binding option agreement to acquire 90% of the Ta Khoa
Nickel Project. Quarterly option payments to AMR Nickel Limited of US$100,000 to be spent by AMR
Nickel Limited in accordance with an Approved Expenditure Budget (this payment excludes all
exploration and feasibility study costs which will be incurred by and at the discretion of Blackstone
Minerals).
Blackstone may exercise the Option by issuing A$1,000,000 of Ordinary Fully Paid Shares in
Blackstone Minerals Limited issued at a deemed issue price based on the VWAP for the 30 trading
days immediately preceding the date of the exercise notice.
Blackstone may extend the option period to 24 months by spending a minimum of A$1,000,000 on
exploration activities within the first 12 months of the option agreement.
Blackstone Minerals Limited | 59
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2019
20. Events Occurring After Balance Date
• On 5 July 2019, tranche 2 of the placement was completed issuing 30,000,000 ordinary shares
at $0.05 raising $1,500,000 before costs.
• On 16 August 2019, 8,000,000 collateral shares were issued to Acuity Capital under a
controlled placement deed.
• On 23 September 2019, the Company announced a placement for 30,000,000 ordinary shares
at $0.15 for $4,500,000 before costs due to be completed by 26 September 2019. In addition,
a Share Purchase Plan commenced to all shareholders raising up to $500,000 or 3,333,333
ordinary shares at an issue price of $0.15.
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, North America and the corporate/head office function.
Blackstone Minerals Limited | 60
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2019
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:
North
America
$
Exploration
Australia
$
Corporate
$
Total
$
2019
Total segment revenue
Interest revenue
Depreciation and amortisation expense
Total segment loss before income tax
-
-
-
(1,702,579)
-
-
-
(341,930)
12,345
12,345
15,042
(2,137,751)
12,345
12,345
15,042
(4,182,260)
Total segment assets
8,635,033
1,600,000
563,944
10,798,977
Total segment liabilities
-
-
(294,617)
(294,617)
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
-
-
(965,514)
(965,514)
(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 $12,345 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 | 61
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2019
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)
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
Recharges to African Gold Limited
(ii)
Purchases from KMP related entities
Rent of office building and shared office costs
Payments to Venture Minerals Limited
Payments to Onedin Enterprises
Consolidated
2019
$
2018
$
566,063
42,010
-
154,294
762,367
504,774
37,032
-
2,781,481
3,323,287
Consolidated
2019
$
2018
$
209,208
127,500
102,325
11,340
272,117
155,481
109,632
91,496
4,047
119,018
9,253
Details of remuneration disclosures are included in the Remuneration Report on pages 18 to 27.
(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 | 62
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2019
23. Share Based Payments (continued)
(b) Fair value of unlisted options granted - 30 June 2019
There were no unlisted options granted during 30 June 2019.
c)
Fair value of performance shares granted
There were no performance shares granted during 30 June 2019.
30 June 2019
$
30 June 2018
$
Share based payments expense
2,014,934
Options issued to directors, employees and consultants
2,490,000
Performance shares issued to directors and employees
Total Share based payments expense
4,504,934
Share based payments expenses for 30 June 2019, represent the expense related to the options issued in prior
years that relate to current period of service for employees, directors and consultants.
335,680
-
335,680
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.
24. Contingent Liabilities
There are no contingent liabilities outstanding at the end of the year.
$
-
-
-
$
3,320,000
4,500,000
7,820,000
Blackstone Minerals Limited | 63
Notes to the Consolidated Financial Statement for the Year Ended 30 June 2019
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
Black Eagle (US) LLC
Cobalt One Energy Corp
A
Country of
incorporation
Australia
Australia
United States
Canada
Class of Shares
Ordinary
Ordinary
Ordinary
Ordinary
Equity HoldingA
2019
%
100
100
100
100
2018
%
100
100
-
100
The proportion of ownership interest is equal to the proportion of voting power held.
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
Company
2019
$
2018
$
451,289
10,341,060
10,792,349
3,214,982
10,252,288
13,467,270
293,479
-
293,479
965,514
-
965,514
23,377,083
571,401
(13,449,614)
10,498,870
21,338,801
635,721
(9,472,766)
12,501,756
(3,976,848)
-
(3,976,848)
(8,607,607)
-
(8,607,607)
201,925
605,775
-
807,700
197,784
201,925
-
399,709
Blackstone Minerals Limited | 64
Director’s Declaration
In the Directors’ opinion
(a)
the financial statements and notes set out on pages 31 to 64 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
2019 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 27 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, 26 September 2019
Blackstone Minerals Limited | 65
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 2019, 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 2019 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.
Emphasis of Matter - Going Concern
Without modification to the audit opinion expressed above, attention is drawn to the following matter.
As referred to in note 1 to the financial report, the financial report has been prepared on a going concern basis. At
30 June 2019, the Group had net assets of $10,504,360, cash and cash equivalents of $307,532 and net working
capital surplus of $187,553. The Group incurred a loss for the year ended 30 June 2019 of $4,182,260.
The ability of the Group to continue as a going concern and meet its administration, exploration and other
commitments is dependent upon the Group raising further working capital or commercialisation of its exploration
assets. In the event the Group is unable to raise further working capital and/or commercialise its exploration
assets, the company may not be able to meet its liabilities as they fall due, or realise its assets at their stated
values.
Liability limited by a scheme approved
under Professional Standards Legislation
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.
Key Audit Matters
How the matter was addressed in the audit
Carrying Value of Exploration and Evaluation
Expenditure
As at 30 June 2019, Capitalised Exploration and
Evaluation Expenditure totalled $10,204,152 (refer
to Notes 1(k) and 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 95% 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
the
made by management
Capitalised Exploration
and Evaluation
Expenditure.
in relation
to
Inter alia, our audit procedures
following:
included
the
i. Assessing the Group’s right to tenure over
exploration assets by corroborating
the
ownership of the relevant licences for mineral
resources to government registries and relevant
third-party documentation;
ii. Reviewing the directors’ assessment of the
carrying value of the 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; and
▪ Cash flow forecasts.
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 2019, 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 27 of the directors’ report for the period ended
30 June 2019. 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 year ended 30 June 2019
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
26 September 2019
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://blackstoneminerals.com.au/corporate/
Distribution of equity securities
Analysis of numbers of equity security holders by size of holding as at 24 September 2019 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
31
144
149
457
174
955
Holders of less than a marketable parcel: 101
Substantial Shareholders
The names of the substantial shareholders as at 24 September 2019:
Shareholder
Delphi Unternehmensberatung Aktiengesellschaft
Stephen Parsons
Number
16,875,000
8,622,421
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.
Unquoted Securities
Exercise
price
Vesting conditions
Expiry date Number of
options
Number
of
holders
Unlisted options
Director options
$0.20
$0.001
Nil
50% vest subject to achieving a
market capitalisation of A$50 Million
for a consecutive period of greater
than 30 days.; and
12 Jan 2020
6 Nov 2020
2,000,000 2
750,000 1
Blackstone Minerals Limited | 70
Vesting conditions
Expiry date Number of
Additional Shareholder Information
Exercise
price
Employee Options
$0.001
Tranche 1 - vest on delivery of a
compliant
maiden
resource estimate.
2012
JORC
$0.001
$0.001
Tranche 2 – vest on successfully
achieving a market capitalisation of
$75 million for a period of 30 days (1
month).
Tranche 3 – vest after 18 months of
continuous service by the Employee
or Contractor with an exercise price
of $0.001.
Advisor Options
$0.10
Nil
Equity security holders
options
400,000
Number
of
holders
6
450,000
6
850,000
6
10,000,000 1
26 Mar
2023
26 Mar
2023
26 Mar
2023
17 May
2021
The names of the twenty largest ordinary fully paid shareholders as at 24 September 2019 are as
follows:
Shareholder
AKTIENGESELLSCHAFT D U
AKTIENGESELLSCHAFT D B
ACUITY CAP INV MGNT PL
HALLIDAY HAMISH PETER
RADONJIC LENORE THERESA
SYMORGH INV PL
CITICORP NOM PL
LUDOWICI MAXIMILIAN F
DORJI KIRI MARGUERITE
COLESTAR MGNT CORP
PARRY CRAIG ANDREW
NINETY-THREE PL
OWEN STUART RICHARD
PARSONS STEPHEN ANDREW
J & J BANDY NOM PL
WILLIAMSON CANDICE MARIE
HSBC CUSTODY NOM AUST LTD
WILLSTREET PL
SAF MGNT PL
THREE ZEBRAS PL
Number
11,275,000
10,600,000
8,000,000
6,797,632
6,275,001
5,672,420
4,328,628
4,300,000
3,550,001
3,341,658
3,307,549
3,000,000
2,625,000
2,250,001
2,100,000
2,000,000
1,911,670
1,700,000
1,618,919
1,600,000
86,253,479
% Held of Issued
Ordinary Capital
7.01%
6.59%
4.97%
4.22%
3.90%
3.52%
2.69%
2.67%
2.21%
2.08%
2.05%
1.86%
1.63%
1.40%
1.30%
1.24%
1.19%
1.06%
1.01%
0.99%
53.6%
Blackstone Minerals Limited | 71
Schedule of Tenements
As at 24 September 2019
Project
BC Cobalt
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
Record Mine
Oregon, United States
Cartier
Silver Swan South
Red Gate
Middle Creek
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
Eastern Goldfields
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
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, 1065892
1066580,1066581
152073, 152074, 152076,
152077, 152078, 152627,
17242-17246
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
P46/1900, P46/1901,
P46/1902, P46/1903,
P46/1904, P46/1905
P46/1906, 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,
P46/1924
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%1
100%1
100%1
100%1
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
95%
95%
95%
95%
95%
95%
95%
95%
95%
95%
95%
100%
Key
E:
P
Exploration Licence
Prospecting Licence
Note 1: Held under an option agreement to acquire 100% of the Record Mine.
Blackstone Minerals Limited | 72