BULLETIN RESOURCES LIMITED
A.C.N. 144 590 858
ANNUAL REPORT
for the year ended 30 June 2014
BULLETIN RESOURCES LIMITED
CORPORATE INFORMATION
FOR THE YEAR ENDED 30 JUNE 2014
DIRECTORS
Paul Poli
Robert Martin
Franciscus Sibbel
Michael Fitzgerald
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
Non-Executive Director
COMPANY SECRETARY
Craig Nelmes
REGISTERED OFFICE
Suite 11, 139 Newcastle Street
PERTH WA 6000
POSTAL ADDRESS
PO Box 376
NORTHBRIDGE WA 6865
AUDITORS
BDO Audit (WA) Pty Ltd
38 Station Street
SUBIACO WA 6008
BANKERS
Westpac Banking Corporation
Level 6, 109 St Georges Terrace
PERTH WA 6000
SOLICITORS
Steinepreis Paganin
Lawyers and Consultants
Level 4, The Read Buildings
16 Milligan Street
PERTH WA 6000
WEBSITE
www.bulletinresources.com
SHARE REGISTRY
Computershare Investor Services Pty Ltd
Level 2, 45 St Georges Terrace
PERTH WA 6000
Telephone:
Facsimile:
1300 557 010
+61 8 9323 2033
STOCK EXCHANGE LISTING
Bulletin Resources Limited’s ordinary shares are listed on the Australian Securities Exchange Limited
(ASX code: BNR).
1
BULLETIN RESOURCES LIMITED
CONTENTS
FOR THE YEAR ENDED 30 JUNE 2014
CONTENTS
Chairman’s Letter
Operations Review
Directors’ Report
Corporate Governance Statement
Statement of Profit or Loss and Other Comprehensive Income
Statement of Financial Position
Statement of Changes in Equity
Statement of Cash Flows
Notes to and Forming Part of the Financial Statements
Directors’ Declaration
Independent Audit Report to the Members
Auditor’s Independence Declaration
Additional ASX Information
Schedule of Interests in Mining Tenements
3
4
7
20
29
30
31
32
33
55
56
58
59
61
2
BULLETIN RESOURCES LIMITED
CHAIRMAN’S LETTER
FOR THE YEAR ENDED 30 JUNE 2014
Dear Shareholder
I am pleased to present the Annual Report for Bulletin Resources Limited for the year ended 30 June
2014.
As we stated twelve months ago and on the change over in the composition of the Board in August
2013, the Board and management adopted a disciplined approach to operations during a year in
which difficult market conditions have prevailed.
In April 2014, the Company finalised the partial sale (49%) and joint venture agreement with Pacific
Niugini Limited (“PNR”) which has enabled the Company to unlock significant value from its major
asset, being the Lamboo Gold Project, and has secured the funding necessary to bring it closer to
near-term production.
I take the opportunity to acknowledge the efforts and work undertaken by former director Andrew
Beckwith, with the support of my fellow directors Mr Frank Sibbel and Mr Mick Fitzgerald, as well as
our Secretary/CFO Mr Craig Nelmes and former employees in firstly reducing the operational and
corporate costs structure to an absolute minimum and completing the transaction with PNR.
The directors and management do need to be recognised for the high calibre of work performed, their
desire to build a financially strong company for the benefit of all shareholders, and undertaken for
what are considered quite modest levels of remuneration.
We continue to work closely with PNR (operator and partner) as they pursue their path and planning
toward near-term production at the Lamboo Gold Project.
The Company is now also entering a new phase in developing longevity and is actively reviewing new
project opportunities to complement its existing asset.
The Company is in good hands and has the strong support of its two new major shareholders. The
future holds interesting times for the patient shareholder.
I take this opportunity to welcome Mr Robert Martin to the board. A well respected executive with over
40 years experience in the management and operation of both resource projects and other
commercial undertakings, and complimentary to the existing boards skill set.
I look forward to working with my fellow board members in our efforts to add value to the Company
and its projects, and continue the restoration of shareholder confidence in the coming year.
Yours Sincerely
Paul Poli
Non-Executive Chairman
19 September 2014
3
BULLETIN RESOURCES LIMITED
OPERATIONS REVIEW
FOR THE YEAR ENDED 30 JUNE 2014
Bulletin Resources Limited is an exploration company based in Perth, Western Australia.
The principal asset of the company is 51% ownership of the Lamboo Project near Halls Creek in
Western Australia. The project is managed and 49% owned by Pacific Niugini (ASX: PNR). Field
activities, during the period, have essentially been restricted to care and maintenance on The Halls
Creek Project whilst the Sale and Joint Venture Agreement with Pacific Niugini was finalised and
executed (refer to ASX release “Sale and Joint Venture Full Agreement Executed” dated 18 March
2014). Cost reductions were implemented where possible and included staff reductions in line with the
pending partial divestment and change of management of the Halls Creek Project.
In July 2014, the Company terminated its option agreements with JML Resources Pty Ltd (E80/4599)
and Peter Romeo Gianni (E80/4473). This decision was made on the basis that PNR did not wish to
include these assets as part of the joint venture.
The Golden Crown Project (E80/2394) remains an as asset to the company as part of the PNR Joint
Venture Agreement. MLA80/624 was withdrawn on the basis that PNR did not wish to advance the
Golden Crown project at this stage.
Figure 1
Lamboo and Golden Crown Project Locations
LAMBOO GOLD PROJECT
The Lamboo Gold Project is an advanced high grade gold project, with a defined Total Resource
Estimate (indicated and inferred) of 1,45Mt @ 5.6 g/t for 260,000 ounces of contained gold [refer
Table 1] together with an existing and well maintained 120,000tonne per annum CIL processing plant
and ancillary infrastructure, all located on granted mining leases and surrounding exploration licences,
providing an excellent opportunity to re-commence gold production in the near term.
4
BULLETIN RESOURCES LIMITED
OPERATIONS REVIEW
FOR THE YEAR ENDED 30 JUNE 2014
In May 2014, PNR as part of the JV, updated the Lamboo Resource Estimate to JORC 2012
standards.
PNR has commenced re-start planning and pre-development works with statutory permitting activities
being the key to re-start timing. Development plans and mining cost estimates for underground mining
operations are being finalised and a short diamond drill program aimed at charactering the ore zone
and upgrading the mineral resource is underway.
PNR has commenced works on its mine development plan which is focused on an underground
mining operation. It expects, through this process, to release a new Ore Reserve in the near future.
As the focus of ongoing work is for the development of an underground operation, the Company
considers that 2013 Ore Reserve estimate is no longer applicable
GOLDEN CROWN PROJECT
Bulletin has consolidated its holding of tenements east of Lamboo (Figure1) to E80/2394 as PNR did
not wish to include tenements E80/4599, E80/4473 and M80/624 in the joint venture. No work
progressed at Golden Crown and the resource estimate remains as reported in 2013.
RESOURCE TABLES
TABLE 1
LAMBOO RESOURCE STATEMENT 2014 (JORC 2012)
Resource
Category
Tonnes
Gold
grade
(g/t)
Ounces
gold
2014
Ounces
gold
2013
Variance
2014 -
2013 (%)
Lamboo Project
Nicolson's
Indicated
Inferred
739,000
388,000
Total Nicolson's
1,127,000
Wagtail/Wagtail North
Indicated
Inferred
Total Wagtail
Indicated
Inferred
Total Rowdies
Rowdies
Total Lamboo Project
236,000
17,000
253,000
52,000
13,000
65,000
1,445,000
6.1
5.6
5.9
4.6
3.4
4.5
4.4
4.7
4.5
5.6
144,000 144,000
70,000
69,000
214,000 214,000
35,000
35,000
2,000
2,000
37,000
37,000
7,000
2,000
9,000
7,000
2,000
9,000
260,000 261,000
-
-
-
-
-
-
-
-
-
-
Notes to Lamboo Mineral Resource table:
1 Lamboo 2014 estimate reported in compliance to JORC 2012 standards. Please refer to ASX
announcement dated 25 May 2014 for details.
2 Estimate reported as at 1 September 2014
3 Figures may not add due to rounding
5
BULLETIN RESOURCES LIMITED
OPERATIONS REVIEW
FOR THE YEAR ENDED 30 JUNE 2014
TABLE 2
GOLDEN CROWN RESOURCE STATEMENT 2014 (JORC 2004)
Resource
Category
Tonnes Gold
grade
(g/t)
Golden Crown Project
Ounces
gold
2014
Ounces
gold
2013
Variance
2014 -
2013 (%)
Golden Crown
Faugh-a-Ballagh
Inferred
Inferred
Total Golden Crown Project
136,000
187,000
323,000
3.8
2.8
3.2
17,000
17,000
17,000
17,000
34,000
-
-
-
-
Notes to Golden Crown Mineral Resource table:
1 Golden Crow Mineral Resource estimate is reported in compliance to JORC 2014 standard.
2 This information was prepared and first disclosed under the JORC Code 2004. It has not
been updated since to comply with the JORC Code 2012 on the basis that the information
has not materially changed since it was last reported
3 Estimate reported as at 1 September 2014
4 Golden Crown Project Resource Estimate reported at 1.0g/t Au cut-off grade
5 Figures may not add due to rounding
Competent Persons Statements
The information that relates to Lamboo Project Mineral Resources is based on information compiled by Mr Ian
Glacken, who is a Fellow of the AusIMM. Mr Glacken is a full time employee of Optiro Pty Ltd where he holds the
title of Principal Consultant. Mr Glacken has sufficient experience relevant to the style of mineralisation and type
of deposit under consideration and to the activity which he is undertaking 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 Glacken consents to the inclusion in this table of the matters based on his information in
the form and context in which it appears.
The information that relates to Golden Crown and Faugh-a-Ballagh Mineral Resources is based on information
compiled by Mr Aaron Green, who is a Member of the Australian Institute of Geoscientists (AIG). Mr Green is a
full time employee of Runge Limited where he holds the title of Operations Manager WA. Mr Green has sufficient
experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which
he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for
Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Green consents to the inclusion in
this table of the matters based on his information in the form and context in which it appears.
6
BULLETIN RESOURCES LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2014
Your Directors present their report on the entity Bulletin Resources Limited (“Bulletin” or the
“Company”) for the year ended 30 June 2014.
DIRECTORS
The names and details of the company’s directors in office during the financial year and until the date
of this report are as follows. Directors were in Office for the entire year unless otherwise stated.
Paul Poli - Non-Executive Chairman
Appointed 24 June 2014
Paul has over 25 years experience in general management/business, contract negotiations, taxation,
corporate and business advisory. He completed a bachelor degree at the University of Western
Australia in 1984, and after gaining experience with Duesbuys Chartered Accountants, he became a
partner in a private practice in 1989.
He is a fellow of the Australian Society of Certified Practising Accountants he also holds a diploma in
Financial Services and was a registered Securities Trader.
He founded Matsa Resources Pty Ltd which has developed and become Matsa Resource Ltd, a
prosperous and well-funded exploration company with a pipeline of quality projects in Australia and
Thailand, and where he has held the position of Executive Chairman Ltd since 2009.
Mr Poli is particularly well qualified to contribute to the growth of entities in the mining and exploration
sector.
During the past three years Mr Poli has also served as a director of the following listed companies:
Matsa Resources Limited
Interest in shares and options of the Company:
500,000 ordinary shares in Bulletin Resources Limited
Robert Martin - Non- Executive Director
Appointed 24 June 2014
Mr Martin has over 40 years experience in the management and operation of resource projects and
other commercial undertakings. He is also a significant shareholder of the company, through his entity
Goldfire Enterprises Pty Ltd.
During the past three years Mr Martin has not served as a director of any other listed companies.
Interest in shares and options of the Company:
18,814,549 ordinary shares in Bulletin Resources Limited
Franciscus (Frank) Sibbel - Non- Executive Director
Appointed 13 August 2013, formerly Chairman from 13 August 2013 – 24 June 2014
B.E. (Hons) Mining, F.Aus.IMM
Frank is a Mining Engineer who has over 40 years of extensive operational and management
experience in overseeing large and small scale mining projects from development through to
successful production. He was formerly the Operations Director of Tanami Gold NL until his
resignation on 30 June 2008, and has worked as the Principal in his own established mining
consultancy firm where he has undertaken numerous projects for both large and small mining
companies.
During the past three years Mr Sibbel has also served as a director of the following listed companies:
Matsa Resources Limited
7
BULLETIN RESOURCES LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2014
Interest in shares and options of the Company:
Nil ordinary shares in Bulletin Resources Limited
Michael (Mick) Fitzgerald - Non-Executive Director
Re-appointed on 13 August 2013
Mick is a contract miner and has 39 years of hands-on practical experience in the mining industry.
Mick is a qualified diesel mechanic with a WA Shift Supervisors Certificate and also a Senior Site
Executive Certificate of Queensland. Most recently, Mick ran his own mining contracting company,
Alliance Mining Pty Ltd, working in the Northern Territory operating two mine sites. Prior to forming his
own company, Mick operated various WA mining operations in the capacity of site manager and also
as contract miner, including as an area manager for Barminco Limited for two and a half years. Mick
also worked overseas in a continuous improvement role for Barrick Gold Corporation in Tanzania and
has over 15 years of direct mining experience in underground airleg/jumbo mining in all facets
including rising, stope development production and blasting.
During the past three years Mr Fitzgerald has also served as a director of the following listed
companies:
Bulletin Resources Limited (11 June 2010 to 11 December 2012)
Interest in shares and options of the Company:
2,761,288 ordinary shares in Bulletin Resources Limited
2,000,000 unlisted options in Bulletin Resources Limited
Andrew Beckwith
Director -Appointed 13 August 2013 and resigned 24 June 2014
BAppSc, MAusIMM
Andrew is a geologist with over 25 years experience in the Australian exploration and mining industry.
Most recently, he held an Executive Director role at Westgold Resources Limited during the discovery
of the Rover 1 Cu-Au deposit near Tennant Creek and acquisition of the Central Murchison Gold
Project in Western Australia. He has held senior exploration positions and has been involved in a
number of significant discoveries within AngloGold Ashanti Australia, Helix Resources, Normandy
NFM and BP Minerals. He is a Member of the Australasian Institute of Mining and Metallurgy and the
Society of Economic Geologists.
During the past three years Mr Beckwith has also served as a director of the following listed
companies:
Westgold Resources Limited
Interest in shares and options of the Company:
Not applicable at date of this report
Philip Retter
Non-Executive Chairman (appointed 8 November 2010, resigned on 13 August 2013)
BAppSc (Hons), MAIG
Phil is a geologist and has accumulated over 26 years of experience in the mining, consulting and
financial industries. He has held senior positions in various gold mining companies in Australia and
has been involved in property and capital transactions for a number of companies on Australian,
London and Canadian securities exchanges.
During the past three years Mr Retter has also served as a director of the following listed companies:
Dampier Gold Limited
8
BULLETIN RESOURCES LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2014
Interest in shares and options of the Company:
Not applicable at date of this report
Martin Phillips
Managing Director (appointed 27 October 2010, removed 13 August 2013)
B.E.(Chemical Hons.), GDipAppFin; MAusIMM; GAICD
Martin is a chemical engineer, with a graduate diploma in finance, and has 25 years of experience in
the management of mine developments, mineral processing operations and business development.
He has held various senior positions related to commercial transactions, mine developments and
processing facilities both in Australia and overseas. Martin is a Member of the Australasian Institute of
Mining and Metallurgy (MAusIMM).
During the past three years Mr Phillips has not served as a director of any other listed companies:
Interest in shares and options of the Company:
Not applicable at date of this report
Stephen Robinson
Non-Executive Director (appointed director on 8 November 2010, resigned on 13 August 2013)
BSc
Steve is a Rhodes Scholar, business strategist and financial economist with over 23 years of
experience across the agribusiness and mining industries. Currently Steve is a Director of Lincoln
Capital Pty Ltd, a corporate advisory firm providing services predominantly to the mining sector.
Previous experience includes senior management roles with a number of large Australian and
international corporations.
During the past three years Mr Robinson has also served as a director of the following listed
companies:
Orrex Resources Limited.
Interest in shares and options of the Company:
Not applicable at date of this report
COMPANY SECRETARY
Craig Nelmes - Appointed 1 December 2013
B. Bus (Accounting and Finance)
Mr Nelmes is an Accountant with over 20 years of experience in the mining sector in Australia and
overseas, as well as seven years with International Accounting firm Deloitte. Since 2007, Mr. Nelmes
has been employed as a Manager with Corporate Consultants Pty Ltd, a Company providing
accounting, secretarial and administrative services to ASX and TSX listed entities. Mr. Nelmes is also
Company Secretary to ASX listed De Grey Mining Limited.
Susan Hunter - Resigned 1 December 2013
BCom; ACA; F Fin; MAICD; ACIS; ACSA
Susan has over 20 years of experience in the corporate finance industry. Susan is founder and
Managing Director of consulting firm Hunter Corporate Pty Ltd which specialises in the provision of
corporate governance and company secretarial advice to ASX listed companies.
9
BULLETIN RESOURCES LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2014
PRINCIPAL ACTIVITIES
Bulletin Resources Limited is a gold exploration company based in Perth, Western Australia.
The principal activities of the Group during the period comprised continued exploration
activities, further technical review and assessment, and to sourcing funding to move toward
a mining and ore processing scenario at the 51% owned (2013: 100%) high grade Lamboo
Gold Project.
The Group has also commenced the review of other investment opportunities to compliment
its existing interest in the Lamboo Gold Project.
FINANCIAL RESULTS AND FINANCIAL POSITION
For the financial year ended 30 June 2014 the Group incurred a net profit of $926,802 (2013: Loss of
$3,831,344). At 30 June 2014 cash and cash equivalents available totalled $847,070.
Revenue for the year of $2,508,881 consisted primarily of the gain on partial sale of the Halls Creek
Gold Project, being $2,374,002.
The Group incurred $525,636 in direct exploration and depreciation expenditure during the year
(2013:$2,017,927).
The Group undertook a review of its corporate cost structures aimed at reducing operational and
corporate costs to an absolute minimum. The total corporate and administrative expenses of
$556,937 (2013: $835,550) and director fees/employee benefits expense of $499,506 (2013:
$1,218,473) were incurred for the year.
As at 30 June 2014 the Group had net assets of $2,450,783 (2013: $1,022,430) including $847,070 of
cash and cash equivalents (2013: $279,150).
DIVIDENDS
No dividends were paid or declared during the year. No recommendation for payment of dividends
has been made.
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
In the opinion of the Directors there were no significant changes in the state of affairs of the Group
that occurred during the year under review that has not already been disclosed in this report or in the
financial statements.
EVENTS SUBSEQUENT TO THE REPORTING DATE
Since the end of the financial year and to the date of this report no matter or circumstance has arisen
which has significantly affected, or may significantly affect, the operations of the Group, the results of
those operations, or the state of affairs of the Group in subsequent financial years.
10
BULLETIN RESOURCES LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2014
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
Information on likely developments in the operations of the Group and the expected results of
operations have not been included in this annual financial report because the directors believe it
would be likely to result in unreasonable prejudice to the Group.
MEETINGS OF DIRECTORS
The number of meetings of the Company’s Board of Directors held in the 12 months and the number
year ended 30 June 2014, and the numbers of meetings attended by each Director were:
Directors
Eligible
Attended
1
Paul Poli (appointed 24 June 2014)
1
Robert Martin (appointed 24 June 2014)
10
Frank Sibbel (appointed 13 August 2013
10
Mike Fitzgerald (appointed 13 August 2013)
10
Andrew Beckwith (resigned 24 June 2014)
5
Philip Retter (resigned 13 August 2013)
5
Martin Philips (removed 13 August 2013)
Stephen Robinson (resigned 13 August 2013) 5
1
1
10
7
10
5
4
5
There were no Committee meetings held prior their roles being transferred by the board as a whole on
13 August 2013.
ENVIRONMENTAL ISSUES
The Company’s policy is to comply with all relevant legislation and best practice conventions in
respect of its exploration and mining activities on the tenements it holds. As far as the Company is
aware it is in compliance with all environmental legislation. The Directors of the Company are not
aware of any breach of environmental legislation for the year under review.
11
BULLETIN RESOURCES LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2014
REMUNERATION REPORT (Audited)
This remuneration report, which forms part of the directors’ report, sets out information about the
remuneration of Bulletin Resources Limited’s key management personnel for the financial year ended
30 June 2014. The term ‘key management personnel’ refers to those persons having authority and
responsibility for planning, directing and controlling the activities of the consolidated entity, directly or
indirectly, including any director (whether executive or otherwise) of the consolidated entity. The
prescribed details for each person covered by this report are detailed below under the following
headings:
A. Key Management Personnel
B. Remuneration Policy
C. Remuneration of Key Management Personnel
D. Key Terms of Service Agreements
A. Key Management Personnel
Names and positions held of the Company’s key management personnel (“Key Management
Personnel”) in office at any time during the financial year are:
Key Management Personnel
Mr Paul Poli
Mr Robert Martin
Mr Frank Sibbel
Mr Michael Fitzgerald
Mr Andrew Beckwith
Mr Craig Nelmes
Position
Non-Executive Chairman (appointed 24 June 2014)
Non-Executive Director (appointed 24 June 2014)
Non-Executive Director (Chairman until 24 June 2014)
Non-Executive Director (appointed 13 August 2013)
Director (resigned 24 June 2014)
Company Secretary (appointed 1 December 2013)
Mr Martin Phillips
Mr Philip Retter
Mr Stephen Robinson
Managing Director (removed as director 13 August 2013)
Non-Executive Chairman (resigned 13 August 2013)
Non-Executive Director (resigned 13 August 2013)
Mrs Susan Hunter
Mr Mark Csar
Company Secretary (resigned 1 December 2013)
Exploration Manager (terminated 23 January 2014)
Except as noted, the named persons held their current position for the whole of the financial year.
B. REMUNERATION POLICY
The Board’s policy of determining the nature and amount of compensation of key management is as
follows:
The terms of engagement and remuneration of Directors and senior Key Management Personnel is
determined with regard to the performance of the Company, the performance, skills and experience of
the particular person and prevailing remuneration expectations in the market. Details of remuneration
of Directors and Key Management Personnel are disclosed in the Remuneration Report.
The Board may also engage external consultants to advise on the remuneration policy and to
benchmark remuneration of executives against comparable entities so as to ensure that remuneration
packages are consistent with the market and are appropriate for the organisation. No independent
remuneration consultants were engaged during the financial year.
12
BULLETIN RESOURCES LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2014
Fixed Remuneration
Fixed remuneration consists of total Directors’ fees, salaries, consulting fees and employer
contributions to superannuation funds, excluding performance pay (cash, shares and options).
Fixed remuneration levels are reviewed annually by the board.
Non-executive Directors’ Remuneration
The board policy is to remunerate at market rates for comparable companies for time, commitment
and responsibilities. The board determines payments to the non-executive directors and reviews their
remuneration annually, taking into consideration market rates, practices, duties and accountabilities.
Fees for non-executive directors are not linked to the performance of the Group. However, to align
Directors’ interests with shareholder interests, these directors may receive short term performance
incentives and longer term performance incentives Bulletin Resources Limited Employee Incentive
Option Plan (“EIOP”).
Remuneration for Non-Executive Directors is governed under the Constitution of the Company
(“Constitution”) which is set at not more than the aggregate fixed sum determined by a general
meeting of members of the Company. The aggregate remuneration for Non-executive Directors had
been set at an amount not to exceed $350,000 per annum.
Executive remuneration
The objective of the Group’s executive reward framework is to ensure reward for performance is
competitive and appropriate for the results delivered. The framework has three components:
• Total fixed remuneration - fixed fee/salary, inclusive of superannuation payments;
• Short-term performance incentives; and
• Long-term incentives through participation in the EIOP and as approved by the Board.
Bulletin EIOP
The Bulletin Resources Limited Employee Incentive Option Plan (“the Plan”) was approved by
Shareholders at the 2010 Annual General Meeting held on 3 December 2010 and Directors and full
and part time employees of Bulletin Resources Limited are eligible to participate in the Plan. Any
issue of Options to Directors under the Plan will be subject to Shareholder approval pursuant to the
provisions of the ASX Listing Rules and the Corporations Act 2001.
The Directors consider that the EIOP is an appropriate method to:
reward Directors, Key management personnel and employees for their past performance;
•
• provide long term incentives for participation in the Company’s future growth;
• establish a sense of ownership in the Company for the Directors and employees;
• enhance the relationship between the Company and its employees for the long term mutual
benefit of all parties;
• enable the Company to attract high calibre individuals who can bring expertise to the Company;
• motivate Directors and generate loyalty from senior employees; and
• assist to retain the services of valuable Directors and employees.
2013 Annual General Meeting
The result of voting at the 2012 AGM for the adoption of the Remuneration Report was for: 2,339,695,
against: 250,000 and abstain: 7,635,000.
13
BULLETIN RESOURCES LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2014
C. REMUNERATION OF DIRECTORS AND KEY MANAGEMENT PERSONNEL - 2014
Details of the nature and amount of the remuneration of the Directors and Key Management Personnel are as follows:
Short Term
Post Employment Benefits
Share Based
Payments
Termination
Consulting
Superannuation
Retirement
Options
$
$
$
$
$
2014
Non-executive Directors
P Poli (i)
R Martin (i)
F Sibbel (ii)
M. Fitzgerald (ii)
A Beckwith (ii) (iii)
P. Retter (iv)
S. Robinson (iv)
Executive Directors
M. Philips (iv)
Other Key Management Personnel
M. Csar (v)
Craig Nelmes (vi)
Susan Hunter (vii)
Total Key Management Personnel
Salary &
Fees
$
-
-
27,500
27,500
27,500
7,702
4,783
-
-
-
-
20,000
-
-
-
-
26,380
27,300
128,875
-
-
-
-
-
-
-
-
442
50,163
68,750
-
4,501
126,925
-
-
272,073
-
-
-
88,750
-
23,343
205,898
10,982
-
-
15,925
(i) Mr Poli and Mr Martin were appointed on 24 June 2014.
(ii) Mr. Sibbel, Mr Fitzgerald and Mr Beckwith were all appointed on 13 August 2013
(iii) Mr Beckwith resigned on 24 June 2014
(iv) Mr. Retter, Mr Robinson and resigned as directors and Mr Philips was terminated 13 August 2013
(v) Mr Czar (Exploration Manager) was terminated on 23 January 2014
(vi) Mr Nelmes was appointed as Company Secretary and CFO on 1 December 2013
(vii) Ms Hunter (Company Secretary) resigned on 1 December 2013
-
-
-
-
-
-
-
-
-
-
-
-
Total
$
-
-
53,880
54,800
176,375
7,702
5,225
123,414
137,907
-
23,343
582,646
-
-
-
-
-
-
-
-
-
-
-
-
Performance
Related
Value of
Options as a
Proportion of
Remuneration
%
%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
14
BULLETIN RESOURCES LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2014
C. REMUNERATION OF DIRECTORS AND KEY MANAGEMENT PERSONNEL - 2013
2013
Non-executive Directors
P. Retter – Chairman Non-executive
S. Robinson – Director Non-executive
Executive Directors
M. Philips – Managing Director (i)
M. Fitzgerald – Director Executive
Other Key Management Personnel
M. Csar – Exploration Manager
Susan Hunter – Company Secretary
Total Key Management Personnel
Short Term
Post Employment Benefits
Share Based
Payments
Cash Bonus
Consulting
Superannuation
Retirement
Options
$
$
$
$
-
-
-
-
46,350
-
46,350
-
-
-
-
-
-
-
-
3,600
24,480
11,840
18,747
-
58,667
-
-
-
-
-
-
-
-
-
-
-
3,425
-
3,425
Salary &
Fees
$
65,400
40,000
272,000
131,561
208,300
52,495
769,756
Total
$
65,400
43,600
296,480
143,401
276,822
52,495
878,198
(i) Mr Retter and Mr Robinson resigned on 13 August 2013
(ii) Philips was removed as a director on 13 August 2013
(iii) Mr. Fitzgerald resigned on 11 December 2012 and was re-appointed on 13 August 2013
250,000 options were issued to Key Management Personnel during the financial year ended 30 June 2013
Performance
Related
Value of
Options as a
Proportion of
Remuneration
%
%
-
-
-
-
16.74
-
-
-
-
-
1.2
-
15
BULLETIN RESOURCES LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2014
D. KEY TERMS OF SERVICE AGREEMENTS
Non-executive directors
Outgoing Chairman – Mr Phil Retter: on 8 November 2010, the Company entered into an agreement
to appoint Mr Philip Retter as Non-executive Chairman of the Company. Mr Retter is paid $60,000 per
year for his services as Non-executive Chairman and may be reimbursed for all reasonable expenses
incurred in performing his duties. Termination payments are not payable on resignation or dismissal
for serious misconduct. Mr. Retter resigned on 13 August 2013.
Outgoing non-executive director – Mr Stephen Robinson: on 8 November 2010, the Company entered
into an agreement to appoint Mr Stephen Robinson as Non-executive Director of the Company. Mr
Robinson is paid a fee of $40,000 per year for his services as Non-executive Director and may be
reimbursed for all reasonable expenses incurred in performing his duties. Mr Robinson resigned on
13 August 2013.
On 13 August 2013, the incoming board approved the following arrangements for the non-executive
directors;
• Base fee - $30,000 p.a. ($2,500 per month) for Messrs Sibbel, Beckwith and Fitzgerald;
• Consulting fees – for additional services at applicable market rates
On 24 June 2014, the board as a whole reviewed its existing remuneration rates. The outcoming
being as follows;
• Base fee - $36,000 p.a. ($3,000 per month) for Messrs Poli, Martin, Sibbel and Fitzgerald;
• A one-off termination payment of $20,000 to outgoing director, Mr Beckwith for recognition of
contribution toward the corporate transaction with Pacific Niugini Limited.
Executive directors
On 27 October 2010, the outgoing managing Director, Mr. Martin Phillips and the Company entered
into an executive services agreement for a 3 year initial term from the date the Company is admitted
on the ASX. Mr Phillips was entitled to a salary of $260,000 per year plus statutory superannuation.
The agreement was capable of termination by either party without cause with a notice period of 3
months. Termination payments are not payable on resignation or dismissal for serious misconduct.
On 13 August 2013, the Company terminated the agreement and Mr Phillips paid three month
termination.
Other Key management personnel
On 25 January 2011 the Company entered into an agreement to appoint Mr Mark Csar as Exploration
Manager of the Company. In accordance with this contract, Mr Csar is entitled to a salary of $210,000
per year plus statutory superannuation. The agreement can be terminated by either party without
cause with a notice period of 3 months. Termination payments are not payable on dismissal for
serious misconduct.
Mr Csar was entitled to a short term incentive of a cash bonus of up to 30% of his annual salary
based on annual performance, at the discretion of the Board. In addition, The Company may, at the
discretion of the Board, and subject to the approval of the Company’s shareholders (if required), issue
options to Mr Csar under the Company’s employment incentive schemes from time to time.
On 23 October 2013, Mr Csar was given notice of employment termination and he ceased
employment on 23 January 2014.
16
BULLETIN RESOURCES LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2014
Company Secretary
Fees of $64,852 (2013: Nil) were paid to Corporate Consultants Pty Ltd, a consulting firm of which
Craig Nelmes is a employee, for CFO, bookkeeping and administration services from 1 October 2013
and Company Secretarial services from 1 December 2013.
Fees of $23,343 (2013: $52,495) were paid to Hunter Corporate, a consulting firm of which Susan
Hunter is a principal, for company secretarial services provided from 1 July 2013 to 30 November
2013.
Shareholdings of Key Management Personnel
Year Ended 30 June 2014
Balance
1 July 2013
Paul Poli
Robert Martin
Frank Sibbel
Andrew Beckwith
Michael Fitzgerald
Martin Phillips
Philip Retter
Stephen Robinson
Craig Nelmes
Mark Csar
TOTAL
-
-
-
-
2,761,288
292,647
3,604,607
2,094,313
-
-
8,752,855
Granted
as
Remuneration
-
-
-
-
-
-
-
-
-
-
-
Option Holdings of Key Management Personnel
Options
Exercised
Other
Changes
Balance
30 June 2014
-
-
-
-
-
-
-
-
-
-
-
-
18,814,549
-
-
-
(292,647)
(3,604,607)
(2,094,313)
-
-
12,822,982
18,814,549
-
-
2,761,288
-
-
-
-
-
21,575,837
Year Ended 30 June 2014
Balance 1
July 2013
Paul Poli
Robert Martin
Frank
Sibbel
Andrew
Beckwith
Michael Fitzgerald
Martin Phillips
Philip Retter
Stephen Robinson
Craig Nelmes
Mark Csar
TOTAL
-
-
-
-
2,000,000
2,000,000
2,000,000
2,000,000
-
500,000
8,500,000
Granted
as
Remuneration
-
-
Options
Exercised
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Net Change
Other
Balance 30
June 2014
Vested and
Exercisable
-
-
-
-
-
(2,000,000)
(2,000,000)
(2,000,000)
-
(500,000)
(6,500,000)
-
-
-
-
2,000,000
2,000,000
-
-
2,000,000
2,000,000
Shares provided on exercise of remuneration options
During the financial year ended 30 June 2014, no remuneration options were exercised.
Employee Incentive Option Plan (EIOP)
There were no options issued during the financial year ended 30 June 2014, under the Employee
Incentive Option Plan (2013: 625,000 options).
17
BULLETIN RESOURCES LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2014
Details of remuneration: Bonuses and share-based compensation benefit
There were no bonus or share-based compensation payments made in the current financial year.
Other transactions and balances with Key Management Personnel
There were no other transactions and balances with key management personnel.
End of Audited Remuneration Report
18
BULLETIN RESOURCES LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2014
Shares issued on exercise of options
During or since the end of the financial year, no ordinary shares were issued as a result of the
exercise of options.
Shares under Option
Unissued ordinary shares of Bulletin Resources Limited under option of the date of the report are as
follows:
Date
granted
options
Expiry date
Issue
shares
price
of
Number
option
28 August 2012
30 June 2015
0.15
Total
INDEMNIFICATION
under
175,000
175,000
During the year $6,044 (2013: $6,710) was incurred as an expense for Directors and officeholders
insurance which covers all Directors and officeholders. A policy has been entered into for the year
ended 31 October 2014.
The liabilities insured are costs and expenses that may be incurred in defending civil or criminal
proceedings that may be brought against the officers in their capacity as officers of the Company.
AUDITOR’S INDEPENDENCE
A copy of the auditor’s independence declaration as required under section 307C of the Corporations
Act 2001 is set out on page 58.
Signed in accordance with a resolution of the Directors dated this 16th day of September 2014.
NON-AUDIT SERVICES
The Company may decide to employ the auditor on assignments additional to their statutory audit
duties where the auditor’s expertise and experience with the Company is important. There have been
no non-audit services provided by the Company’s auditor during the year (2013: Nil).
Signed in accordance with a resolution of the directors.
_____________________________
Mr. Paul Poli
Chairman
16 September 2014
19
BULLETIN RESOURCES LIMITED
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2014
The Board of Directors of Bulletin Resources Limited (“Bulletin” or the “Company”) is responsible for
its corporate governance and the Board has adopted a manual of corporate governance policies
and procedures based on control systems and accountability. The Board of the Company reviews
the Bulletin Resources Limited Corporate Governance Plan annually. The Corporate Governance
Plan is available in the corporate governance information section of the Company’s website at
www.bulletinresources.com. A summary of the Company’s corporate governance policies and
procedures is included in this Statement.
The Company’s corporate governance policies and procedures are in line with the ASX Corporate
Governance Council’s Corporate Governance Principles and Recommendations (“the Principles &
Recommendations”). The Company has followed the Principles & Recommendations where the
Board has considered the recommendation to be an appropriate benchmark for its corporate
governance practices. Where, after due consideration by the Board, the Company’s corporate
governance practices depart from the Principles & Recommendations, the Board has fully disclosed
the departure and the reason for the adoption of its own practice, in compliance with the “if not, why
not” exception reporting regime.
Further information about the Company’s corporate governance practices including the information
on the Company’s charters, code of conduct and other policies and procedures is set out on the
Company’s website at www.bulletinresources.com.
BOARD OF DIRECTORS
Role of the Board and Management
The Board is responsible for promoting the success of the Company in a way which ensures that
the interests of shareholders and stakeholders are promoted and protected. The Board may
delegate some powers and functions to the Managing Director for the day-to-day management of
the Company. Powers and functions not delegated remain with the Board. The key responsibilities
and functions of the Board include the following:
• appointment of the Managing Director and other senior executives and the determination of their
terms and conditions including remuneration and termination;
• driving the strategic direction of the Company, ensuring appropriate resources are available to
•
meet objectives and monitoring management’s performance;
reviewing and ratifying systems of risk management and internal compliance and control, codes
of conduct and legal compliance;
• approving and monitoring the progress of major capital expenditure, capital management and
significant acquisitions and divestitures;
• approving and monitoring the budget and the adequacy and integrity of financial and other
reporting;
• approving the annual, half yearly and quarterly accounts;
• approving significant changes to the organisational structure;
• approving the issue of any shares, options, equity instruments or other securities in the
Company;
• ensuring a high standard of corporate governance practice and regulatory compliance and
•
promoting ethical and responsible decision making;
recommending to shareholders the appointment of the external auditor as and when their
appointment or re-appointment is required to be approved by them; and
• meeting with the external auditor, at their request, without management being present.
20
BULLETIN RESOURCES LIMITED
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2014
The Board’s role and the Company’s corporate governance practices are periodically reviewed and
improved as required.
The role of the senior management of the Company is to progress the strategic direction provided
by the Board. The Company’s senior management is responsible for supporting the Board in
implementing the running of the general operations and financial business of the Company in
accordance with the delegated authorities for expenditure levels and materiality thresholds in place.
The Company has a Performance Evaluation policy which outlines the performance evaluation of
the Board, its Committees and its individual Directors. The Nomination Committee is responsible for
evaluation of the Board as a whole and its individual Directors, if required, on an annual basis.
An annual review of the role of the Board may be conducted to assess the performance of the
Board over the previous twelve (12) months and examine ways of assisting the Board in performing
its duties more effectively.
The review may include:
• comparing the performance of the Board with the requirements of its Charter;
• examination of the Board’s interaction with management;
•
the nature of information provided to the Board by management; and
• management’s performance in assisting the Board to meet its objectives.
Given the size and scale of the Company operations, the board resolved on 13 August 2013 that it
would carry out the duties of both the Nomination and Remuneration committees as the board level.
No formal performance evaluation of the Board was undertaken during this financial year.. No
formal reviews of individual Directors were undertaken during the financial year.
The Board Charter including matters reserved for the Board and senior management and the
Performance Evaluation Policy is available in the Corporate Governance Plan on the Company’s
website at www.bulletinresources.com.
Composition of the Board
The Company has adopted a policy on assessing the independence of Directors which is consistent
with the guidelines detailed in the ASX Principles & Recommendations and detailed in the Board
Charter and is attached as Annexure A to the Corporate Governance Plan. The materiality
thresholds in this policy are assessed on a case-by-case basis, taking into account the relevant
Director’s specific circumstances, rather than referring to a general materiality threshold.
On 13 August 2013, the Board of Directors in place at the beginning of the financial year all
departed. Non-executive Chairman, Philip Retter and independent Non-executive Director, Stephen
Robinson both resigned at this date and shareholders voted for removal of the Executive Director
Martin Phillips.
On 13 August 2013, the shareholders also voted for the appointment Messrs. Andrew Beckwith,
Frank Sibbel and Michael Fitzgerald as the Directors of the Company. Frank Sibbel is Chairman and
there is currently no Managing Director or CEO of the Company. Michael Fitzgerald is a former
Executive Director of the Company who left the Company on 11 December 2013 and is not
considered to be independent. Andrew Beckwith and Frank Sibbel currently fall within the
requirements of an independent Director as stipulated in the Corporate Governance Plan. As such,
the Board had a majority of independent Directors.
21
BULLETIN RESOURCES LIMITED
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2014
On 24 June 2014, Mr Andrew Beckwith resigned from the board, and Mr Paul Poli and Mr Robert
Martin were both appointed. Both Mr Poli and Mr Martin and not considered independent directors
as each are appointed representatives of the two major shareholders Matsa Resources Limited and
Goldfire Enterprises Pty Ltd.
A minimum of three (3) Directors and a maximum of twelve (12) Directors is stipulated under the
Company’s Constitution. Any changes to the composition of the Board will be determined by the
Board, subject to any applicable laws and the resolutions of Shareholders. The Board will seek to
nominate persons for appointment to the Board with the appropriate mix of skills and experience to
ensure an effective decision-making body and to ensure that the Board is comprised of Directors
who contribute to the successful management of the Company and discharge their duties having
regard to the law and the highest standards of corporate governance. The Board should comprise
Directors with a mix of qualifications, experience and expertise which will assist the Board in fulfilling
its responsibilities, as well as assisting the Company in achieving growth and delivering value to
shareholders.
As required by the Constitution of Bulletin, at the Company's annual general meeting in every year,
one-third of the Directors, or, if their number is not a multiple of 3, then the number nearest one-third
(rounded upwards in case of doubt), shall retire from office, provided always that no Director (except
the Managing Director) shall hold office for a period in excess of 3 years, or until the third annual
general meeting following his or her appointment, whichever is the longer, without submitting
himself or herself for re-election. Prior to the Board proposing re-election of Non-executive
Directors, their performance will be evaluated to ensure that they continue to contribute effectively to
the Board.
The Company’s policy for re-election of Directors and selection and appointment of new Directors is
available in the Board Charter and Nomination Committee Charter in the Corporate Governance
Plan on the Company’s website at www.bulletinresources.com.
A profile of each Director containing their skills, experience and expertise is set out in the Directors’
Report.
Statement concerning availability of Independent Professional Advice
The Board considers that to assist Directors with independent judgement a Director may consider it
necessary to obtain independent professional advice to properly discharge the responsibility of their
office as a Director. Provided the Director first obtains approval for incurring such expense from the
Chairman, the Company will pay the reasonable expenses associated with obtaining such advice.
Nomination Committee
The Board consider that given the current size and scale of the Board, this function is efficiently
achieved with full board participation. Accordingly, the Board ceased to operate a Nomination
Committee from13 August 2013. To assist the Board to fulfill its function with regard to the matter of
Board of Director nominations, the Board has adopted a Nomination Committee Charter. The
Nomination Committee Charter is available in the Corporate Governance Plan on the Company’s
website www.bulletinresources.com.
Remuneration Committee
The Board consider that given the current size and scale of the Board, this function is efficiently
achieved with full board participation. Accordingly, the Board ceased to operate a Remuneration
Committee from 13 August 2013. To assist the Board to fulfill its function with regard to the matter of
remuneration, the Board has adopted a Remuneration Committee Charter. The Remuneration
Committee Charter is available in the Corporate Governance Plan on the Company’s website
www.bulletinresources.com.
22
BULLETIN RESOURCES LIMITED
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2014
The primary purpose of the Committee is to fulfil the Board’s responsibilities to shareholders by (i)
reviewing and approving the executive remuneration policy to enable the Company to attract and
retain executives and Directors who will create value for shareholders; (ii) ensuring that the
executive remuneration policy demonstrates a clear relationship between key executive
performance and remuneration; (iii) recommending the remuneration of executive Directors; (iv)
fairly and responsibly rewarding executives having regard to the performance of the Group, the
performance of the executive and the prevailing remuneration expectations in the market; (v)
reviewing the Company’s recruitment, retention and termination policies and procedures for senior
management; (vii) reviewing and approving the remuneration of Director reports to the Managing
Director, and as appropriate other senior executives; and (viii) reviewing and approving any equity
based plans and other incentive schemes.
Remuneration of Directors and senior management is determined with regard to the performance of
the Company, the performance and skills and experience of the particular person and prevailing
remuneration expectations in the market. Details of remuneration of Directors and Key Management
Personnel are disclosed in the Remuneration Report.
There are no termination or retirement benefits for Directors in their role as Non-Executive Directors
(other than for superannuation).
Executives are prohibited from entering into transactions or arrangements which limit the economic
risk of participating in unvested entitlements.
Code of Conduct
The Company has adopted a Code of Conduct that outlines how the Company expects its Directors
and employees of the Company to behave and conduct business in the workplace on a range of
issues. The Company is committed to the highest level of integrity and ethical standards in all
business practices.
The purpose of the Code of Conduct is to provide a framework for decisions and actions in relation
to ethical conduct in employment. It underpins the Company’s commitment to integrity and fair
dealing in its business affairs and to a duty of care to all employees, clients and stakeholders.
It sets out the Company’s expectations of its Directors and employees with respect to a range of
issues including personal and professional behaviour, conflicts of interest, public and media
comment, use of Company resources, security of information, intellectual property and copyright,
discrimination and harassment, corrupt conduct, occupational health and safety, fair dealing and
insider trading.
A breach of the Code is subject to disciplinary action which may include punishment under
legislation and/or termination of employment.
The Code of Conduct is available in the Corporate Governance Plan on the Company’s website at
www.bulletinresources.com.
Anti-Fraud Policy
The Company has adopted an Anti-Fraud Policy that provides guidelines for Directors, officers,
employees and contractors (collectively agents) of Bulletin in relation to the protection of the
Company from fraud. The Company is committed to operating within the applicable laws and
protecting the Company’s reputation, assets and information from any attempts of fraud, deceit or
other improper conduct by agents or associated third parties. The Policy is intended to supplement
all applicable laws, rules and regulations and other Company policies.
23
BULLETIN RESOURCES LIMITED
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2014
Ethical Standards
The Board considers that the success of the Company will be enhanced by a strong ethical culture
within the Company. Accordingly, the Board is committed to the highest level of integrity and ethical
standards in all business practices. Employees must conduct themselves in a manner consistent
with current community and corporate standards and in compliance with all legislation.
Conflicts of Interest
In accordance with the Corporations Act 2001, Directors must keep the Board advised, on an
ongoing basis, of any interest that could potentially conflict with those of the Company. Where the
Board believes that a significant conflict exists, the Director concerned does not receive the relevant
Board papers and is not present at the meeting whilst the item is considered.
Guidelines for Buying and Selling Securities
The Guidelines for Buying and Selling Securities adopted by the Board prohibits trading in shares by
a Director, officer or employee during certain blackout periods (in particular, prior to release of
quarterly, half yearly or annual results) except in exceptional circumstances and subject to
procedures set out in the Guidelines.
Outside of these blackout periods, a Director, officer or employee must first obtain clearance in
accordance with the Guidelines before trading in shares. For example:
• A Director must receive clearance from the Chairman before he may buy or sell shares.
•
• Other officers and employees must receive clearance from the Managing Director before they
If the Chairman wishes to buy or sell shares he must first obtain clearance from the Board.
may buy or sell shares.
Directors, officers and employees must observe their obligations under the Corporations Act 2001
not to buy or sell shares if in possession of price sensitive non-public information and that they do
not communicate price sensitive non-public information to any person who is likely to buy or sell
shares or communicate such information to another party.
The Guidelines for Buying and Selling Securities is available in the Corporate Governance Plan on
the Company’s website at www.bulletinresources.com.
Continuous Disclosure
The Company is a “disclosing entity” for the purposes of Part 1.2A of the Corporations Act 2001. As
such, the Company has a Continuous Disclosure Policy. The purpose of this Continuous Disclosure
Policy is to ensure the Company complies with continuous disclosure requirements arising from
legislation and the Listing Rules of the Australian Securities Exchange (“ASX”). The Policy sets out
the procedure for:
• protecting confidential information from unauthorised disclosure;
•
identifying material price sensitive information and reporting it to the Company Secretary for
review;
• ensuring the Company achieves best practice in complying with its continuous disclosure
obligations under legislation and the Listing Rules; and
• ensuring the Company and individual officers do not contravene legislation or the Listing Rules.
24
BULLETIN RESOURCES LIMITED
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2014
The Company has obligations under the Corporations Act 2001 and ASX Listing Rules to keep the
market fully informed of information which may have a material effect on the price or value of the
Company’s securities and to correct any material mistake or misinformation in the market. Bulletin
discharges these obligations by releasing information to the ASX in the form of an ASX release or
disclosure in other relevant documents (e.g. the Annual Report).
The Company recognises that the maintenance of confidentiality is also of paramount importance to
the Company both to protect its trade secrets and to prevent any false market for the Company’s
shares from developing.
All relevant information provided to ASX in compliance with the continuous disclosure requirements
of
the Company’s web site
www.bulletinresources.com.
is promptly posted on
the Listing Rules
legislation and
The Continuous Disclosure Policy is available in the Corporate Governance Plan on the Company’s
website at www.bulletinresources.com.
Audit and Risk Committee
The Board consider that given the current size and scale of the Board, this function is efficiently
achieved with full board participation. Accordingly, the Board ceased to operate an Audit and Risk
Committee from 13 August 2013. To assist the Board to fulfill its function with regard to the matters of
audit and risk, the Board has adopted an Audit and Risk Committee Charter. The Audit and Risk
Committee Charter is available in the Corporate Governance Plan on the Company’s website
www.bulletinresources.com.
The Audit and Risk Committee primary purpose is to provide recommendations in relation to the
initial appointment of the external auditor and the appointment of a new external auditor should a
vacancy arise. Any appointment of a new external auditor made by the Board must be ratified by
shareholders at the next annual general meeting of the Company.
Proposed external auditors must be able to demonstrate complete independence from the Company
and an ability to maintain independence through the engagement period. In addition, the successful
candidate for external auditor must have arrangements in place for the rotation of the lead audit
engagement partner on a regular basis. Other than these mandatory criteria, the Board may select
an external auditor based on other criteria relevant to the Company such as references, cost and
any other matters deemed relevant by the Board.
Communication to Shareholders
The Company has a Shareholder Communications Strategy that promotes effective communication
with shareholders and encourages presentation of information to shareholders in a clear, concise
and effective manner. The Board aims to ensure that Shareholders are informed of all major
developments affecting the Company’s state of affairs. Information will be communicated to
Shareholders through the annual report, half yearly report, quarterly reports, disclosures and
announcements made to the ASX, the annual general meeting and general meetings and through
the Company’s website.
The Company considers general meetings to be an effective means to communicate with
shareholders and encourages shareholders to attend the meeting. Information included in the notice
of meeting sent to shareholders will be presented in a clear, concise and effective manner.
The Shareholder Communications Strategy is available in the Corporate Governance Plan on the
Company’s website at www.bulletinresources.com.
25
BULLETIN RESOURCES LIMITED
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2014
Risk Management
The Board determines the Company’s “risk profile” and is responsible for overseeing and approving
risk management strategy and policies, internal compliance and internal control.
Up to 13 August 2013, the Board had delegated to the former Managing Director responsibility for
implementing the risk management system and there was no appointed Managing Director for the
remainder of the financial year and up to the date of this report.
The Board will in future delegate to the Managing Director/CEO, if appointed, responsibility for
implementing the risk management system who will submit particular matters to the Board for its
approval or review. Until such time as a Managing Director/CEO is appointed, the Board, led by the
Chairman, is responsible for implementing the risk management system. The Chairman and, if
appointed, Managing Director/CEO will be required to report to the Board on the management of
risk.
The Board continues to regularly review assessments of the effectiveness of risk management and
internal compliance and control and will in future also require management to report to it confirming
that those risks are being managed effectively.
The Board has received assurance from the Chairman that the Company’s management of its
material business risks is effective.
The Company’s Risk Management Policy is available in the Corporate Governance Plan on the
Company’s website at www.bulletinresources.com.
Integrity of Financial Reporting
Paul Poli, Chairman and Craig Nelmes (Company Secretary/CFO), have provided a declaration in
accordance with section 295A of the Corporations Act 2001 in writing to the Board that:
•
•
•
the financial statements of the Company for the year ended 30 June 2014 present a true and fair
view, in all material aspects, of the Company’s financial condition and operational results and are
in accordance with accounting standards;
the above statement is founded on a sound system of risk management and internal compliance
and control which implements the policies adopted by the Board; and
the Company’s risk management and internal compliance and control framework is operating
efficiently and effectively in all material respects
Diversity Policy
The Company has adopted a Diversity Policy. The Company is committed to workplace diversity
and recognises the benefits arising from employee and board diversity, including a broader pool of
high quality employees, improving employee retention, accessing different perspectives and ideas
and benefiting from all available talent. Diversity includes, but is not limited to, gender, age, ethnicity
and cultural background.
To the extent practicable, the Company will address the recommendations and guidance provided in
the ASX Principles and Recommendations.
The Remuneration Committee is responsible for developing objectives and strategies to meet the
objectives of the Diversity Policy (Objectives) and will report at least annually to the Board on the
progress against and achievement of these Objectives. The Remuneration Committee may also set
measurable objectives for achieving gender diversity. The Board is responsible for implementing,
monitoring and reporting on the Objectives set by the Remuneration Committee.
26
BULLETIN RESOURCES LIMITED
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2014
Given the size of the Company, the Company has no employees other than the board and
Company Secretary/CFO and as such no measureable objectives or strategies have been set.
However the Company has disclosed below the number of women employees in the Company, in
senior executive positions and on the Board.
The Company currently has no women in senior executive positions or on the Board.
The Company's Diversity Policy is available in the Corporate Governance Plan on the Company's
website at www.bulletinresources.com.
ASX LISTING RULE DISCLOSURE – EXCEPTION REPORTING
As required by ASX Listing Rules, the following table discloses the extent to which Bulletin has not
followed the best practice recommendations set by the ASX Corporate Governance Council’s
Corporate Governance Principles and Recommendations (2nd Edition).
Principle No
2.1
Best
Practice
Recommendation
A majority of the
board should be
independent
directors
2.4
3.3
The Board should
establish
a
Nomination
Committee.
Companies should
disclose
achievement
measurable
objectives
gender diversity
for
of
Compliance
Reasons for Non-compliance
From 24 June 2014,
the Company
no
longer had a majority
of
independent
directors.
the
financial
During
year,
the Company
had a Nomination
Committee with two
members. During the
financial year,
the
Board resolved to act
as
the Nomination
Committee.
Given the size of the
Company,
no
measurable
for
objectives
achieving
gender
diversity have been
set.
there
Given the present size and scale of
Operations, it was no longer practical
for
to be a majority of
independent directors. The changes
to the composition of the board were
deemed appropriate in the ongoing
management of its current project
interest, seeks out new opportunities
and a strategic direction.
the present size of
Given
the
Company, the whole Board acts as a
nomination committee. The Board
believes no efficiencies or other
by
benefits
establishing a separate Nomination
Committee. However, it is noted the
Board has adopted a Nomination
Committee Charter.
gained
could
be
Whilst no measurable objectives
have been set for achieving gender
diversity, the Company has disclosed
in this Annual Report the number of
women employees in the Company,
in senior executive positions and on
the Board. The Board will consider
the setting of measurable objectives
diversity
for
depending on the future scope and
scale of the Company’s operations
and workforce.
achieving
gender
27
BULLETIN RESOURCES LIMITED
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2014
ASX LISTING RULE DISCLOSURE – EXCEPTION REPORTING (CONTINUED)
Principle No
4.1 and 4.2
8.1 and 8.2
Best
Practice
Recommendation
The Board should
establish an Audit
Committee.
The
Audit Committee
should
be
structured so that it
consists only of
non-executive
directors, consists
of a majority of
independent
directors, is chaired
by an independent
chair, who is not
the chair of
the
board and has at
three
least
members.
The Board should
establish
a
remuneration
committee.
remuneration
committee should
be structured so
that is consists of a
majority
of
independent
directors, is chaired
by an independent
chaise and has at
least
three
members.
The
Compliance
Reasons for Non-compliance
the
financial
During
the Company
year,
had a Audit and Risk
Committee with two
members. During the
financial year,
the
Board resolved to act
as the Audit and Risk
Committee.
the
financial
During
year,
the Company
had a Remuneration
Committee with two
members. During the
financial year,
the
Board resolved to act
as the Remuneration
Committee.
the present size of
Given
the
Company, the whole Board now acts
as the Audit and Risk Committee.
The Board believes that given the
Company’s size and stage of
development, no efficiencies or other
by
benefits
establishing a separate Audit and
Risk Committee. However, it is noted
the Board has adopted an Audit and
Risk Committee
Charter.
gained
could
be
the present size of
Given
the
Company and the Board, the whole
Board now acts as a remuneration
committee. The Board believes no
efficiencies or other benefits could be
gained by establishing a separate
remuneration committee. All matters
of remuneration are determined by
the Board
in accordance with
Corporations Act 2001 and ASX
requirements,
Listing
particularly in respect of related party
transactions. No Director participates
in any discussion or decision
regarding his own remuneration or
related
issues. The Board has
adopted a Remuneration Committee
Charter.
Rule
28
BULLETIN RESOURCES LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2014
Revenue from continuous operations
Listing and share registry expense
Depreciation
Professional fees
Directors fees
Directors termination payments
Exploration cost written off
Contract break fee
Legal fees
Administration expenses
Employee benefit expense
Audit fees & other services
Expenses from operations
Profit/(loss) from operations before income tax
expense
Income tax expense
Profit/(loss) after income tax expense
Total other comprehensive income/(loss) for the year
Total comprehensive income/(loss)
Total comprehensive income/(loss) attributable to
members of Bulletin Resources Limited
NOTES
2
7
18
8
2014
$
2,508,881
2,508,881
19,499
150,017
118,612
332,646
88,750
375,619
100,000
112,372
182,478
78,110
23,976
1,582,079
2013
$
240,106
240,106
169,268
144,164
158,678
562,203
-
1,873,763
-
139,948
330,240
656,270
37,416
4,071,950
926,802
(3,831,844)
-
926,802
926,802
-
(3,831,844)
-
(3,831,844)
926,802
(3,831,844)
Basic earnings/(loss) per share (cents)
15
0.70
(0.05)
The above statement of profit or loss and other comprehensive income should be read in conjunction
with the accompanying notes
.
29
BULLETIN RESOURCES LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 30 JUNE 2014
NOTES
2014
$
2013
$
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Available-for-sale financial assets
Other non-current assets
Plant & equipment
Exploration expenditure capitalised
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Provisions
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Option reserves
Accumulated losses
TOTAL EQUITY
3
4
5
6
7
9
10
11
12
13
14
847,070
4,750
851,820
1,255,172
-
209,256
259,635
1,724,063
2,575,883
279,150
3,623
282,773
-
153,142
557,139
506,889
1,217,170
1,499,943
56,250
56,250
342,513
342,513
68,850
68,850
125,100
2,450,783
135,000
135,000
477,513
1,022,430
13,849,255
2,450
(11,400,922)
2,450,783
13,347,704
390,250
(12,715,524)
1,022,430
The above statement of financial position should be read in conjunction with the accompanying notes.
30
BULLETIN RESOURCES LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2014
Issued Capital Accumulated
Reserves
Total
$
Losses
$
$
$
Balance at 1 July 2012
11,080,817
(8,883,680)
381,500
2,578,637
Loss attributable to members
Total comprehensive loss for the
year
-
-
(3,831,844)
(3,831,844)
Issue of shares
Share issue costs
Share based payments
2,410,833
(143,946)
-
-
-
-
-
-
-
-
(3,831,844)
(3,831,844)
2,410,833
(143,946)
8,750
8,750
Balance at 30 June 2013
13,347,704
(12,715,524)
390,250
1,022,430
Issued Capital Accumulated
Reserves
Total
$
Losses
$
$
$
Balance at 1 July 2013
13,347,704
(12,715,524)
390,250
1,022,430
Profit attributable to members
Total comprehensive income for
the year
Issue of shares
Share issue costs
Share based payments
Transfer of reserve on expiry of
options
-
-
926,802
926,802
516,417
(14,866)
-
-
-
-
-
-
926,802
926,802
516,417
(14,866)
-
387,800
(387,800)
-
Balance at 30 June 2014
13,849,255
(11,400,922)
2,450
2,450,783
The above statement of changes in equity should be read in conjunction with the accompanying
notes.
31
BULLETIN RESOURCES LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers and related debtors
Payments to suppliers and employees
Return of Rehabilitation and tenement bonds
Research & development and other tax refunds
Interest received
Contract break fee
Net cash outflows in operating activities (Note 3b)
2014
$
46,750
(1,618,035)
153,142
75,406
9,106
(100,000)
(1,433,631)
2013
$
-
(3,917,519)
-
-
240,106
-
(3,677,413)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for plant and equipment
Partial sale of Halls Creek Gold Project (49% interest) (Note 2b)
-
1,500,000
(3,909)
-
Net cash Inflows(outflows) by investing activities
1,500,000
(3,909)
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from issue of shares, net of share issue costs
501,551
2,266,887
Net cash inflows by financing activities
501,551
2,266,887
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
Net Increase in cash equivalent held
Cash and cash equivalents at the beginning of the financial year (Note
3)
Cash and cash equivalents at the end of the financial year (Note 3)
567,920
(1,414,435)
279,150
1,693,585
847,070
279,150
The above statement of cash flow should be read in conjunction with the accompanying notes.
32
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
The financial report is a general purpose financial report that has been prepared in accordance with
Australian Accounting Standards, Australian Interpretations, other authoritative pronouncements of
the Australian Accounting Standards Board and the Corporations Act 2001.
Bulletin Resources Limited is a for-profit entity for the purpose of preparing the financial statements.
Bulletin Resources Limited is a listed public company, incorporated and domiciled in Australia.
The financial report of Bulletin Resources Limited complies with all Australian equivalents to
International Financial Reporting Standards (AIFRS) in their entirety.
The financial statements of Bulletin Resources Limited also comply with International Financial
Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
The following is a summary of the material accounting policies adopted by the Company in the
preparation of the financial report. The accounting policies have been consistently applied, unless
otherwise stated.
Basis of Preparation
The accounting policies set out below have been consistently applied to all years presented, except
as stated below.
Reporting Basis and Conventions
The financial report has been prepared on an accruals basis and is based on historical costs modified
by the revaluation of selected financial assets for which the fair value basis of accounting has been
applied.
Statement of Compliance
The Company has adopted the following new and amended Australian Accounting Standards and
AASB Interpretations as of 1 July 2013.
New and amended standards adopted by Bulletin Resources Limited.
Application of New and Revised Accounting Standards
In the year ended 30 June 2014, the Directors have reviewed all of the new and revised Standards
and Interpretations issued by the AASB that are relevant to the Group’s operations and effective for
the current annual reporting period.
It has been determined by the Directors that there is no impact, material or otherwise, of the new and
revised Standards and Interpretations on the Group’s business and, therefore, no change is
necessary to Group accounting policies.
The Directors have also reviewed all new Standards and Interpretations that have been issued but
are not yet effective for the year ended 30 June 2014. As a result of this review the Directors have
determined that there is no impact, material or otherwise, of the new and revised Standards and
Interpretations on the Group and, therefore, no change is necessary to Group accounting policies.
33
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
Accounting Policies
(a) Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the
Company and the revenue can be reliably measured. The following specific recognition criteria
must also be met before revenue is recognised:
Interest Income
Interest income is recognised as it accrues.
Asset sales
The gross proceeds of asset sales not originally purchased for the intention of resale are included
as revenue at the date an unconditional contract of sale is signed.
(b) Exploration and Evaluation Expenditure
Exploration and evaluation costs are written off in the year they are incurred apart from acquisition
costs which are carried forward where right of tenure of the area of interest is current and they are
expected to be recouped through sale or successful development and exploitation of the area of
interest or, where exploration and evaluation activities in the area of interest have not reached a
stage that permits reasonable assessment of the existence of economically recoverable reserves.
Where an area of interest is abandoned or the Directors decide that it is not commercial, any
accumulated acquisition costs in respect of that area are written off in the financial period the
decision is made. Each area of interest is also reviewed at the end of each accounting period and
accumulated costs are written off to the extent that they will not be recoverable in the future.
(c) Financial Instruments
Recognition
Financial instruments are initially measured at cost on trade date, which includes transaction
costs, when the related contractual rights or obligations exist. Subsequent to initial recognition
these instruments are measured as set out below.
Financial assets at fair value through profit and loss
A financial asset is classified in this category if acquired principally for the purpose of selling in the
short term or if so designated by management and within the requirements of AASB 139:
Recognition and Measurement of Financial Instruments. Derivatives are also categorised as held
for trading unless they are designated as hedges. Realised and unrealised gains and losses
arising from changes in the fair value of these assets are included in the income statement in the
period in which they arise.
Available-for-sale investments
Available-for-sale investments are those non-derivative financial assets that are designated as
available-for-sale or are not classified as any other category. After initial recognition available-for-
sale investments are measured at fair value with gains or losses being recognised as a separate
component of equity until the investment is derecognised or until the investment is determined to
be impaired, at which time the cumulative gain or loss previously reported in equity is recognised
in profit or loss.
34
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
The fair value of investments that are actively traded in organised financial markets is determined
by reference to quoted market bid prices at the close of business on the balance date. For
investments with no active market, fair value is determined using valuation techniques. Such
techniques include using recent arm’s length market transactions; reference to the current market
value of another instrument that is substantially the same; discounted cash flow analysis and
option pricing models.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments
that are not quoted in an active market and are stated at amortised cost using the effective
interest rate method.
Financial liabilities
Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less
principal payments and amortisation.
Fair value
Due to short term nature of receivables and payables disclosed in the financial statements, their
carrying amount is assumed to approximate their fair value.
Impairment of Financial Assets
The Group assesses at each balance date whether a financial asset or group of financial assets is
impaired.
Available-for-sale investments
If there is objective evidence that an available-for-sale investment is impaired, an amount
comprising the difference between its cost and its current fair value, less any impairment loss
previously recognised in profit or loss, is transferred from equity to the statement of
comprehensive income. Reversals of impairment losses for equity instruments classified as
available-for-sale are not recognised in profit. Reversals of impairment losses for debt instruments
are reversed through profit or loss if the increase in an instrument’s fair value can be objectively
related to an event occurring after the impairment loss was recognised in profit or loss.
Loans and receivables
Trade receivables, loans, and other receivables are recorded at amortised cost less impairment.
(d) Impairment of Assets
At each reporting date, the Company reviews the carrying values of its tangible and intangible
assets to determine whether there is any indication that those assets have been impaired. If such
an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value
less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the
asset’s carrying value over its recoverable amount is expensed to the income statement.
Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.
Where it is not possible to estimate the recoverable amount of an individual asset, the Company
estimates the recoverable amount of the cash-generating unit to which the asset belongs.
35
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
(e) Cash and Cash Equivalents
Cash and short-term deposits in the statement of financial position comprise cash at bank and in
hand, and short-term deposits.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and
cash equivalents as defined above, net of outstanding bank overdrafts.
(f) Earnings per Share
Basic earnings per share is determined by dividing the operating profit or loss after income tax by
the weighted average number of ordinary shares outstanding during the financial year, adjusted
for bonus elements in ordinary shares issued during the year.
(g) Property, Plant and Equipment
Plant and equipment is stated at cost less accumulated depreciation and any impairment in value.
Leasehold improvements are depreciated over the shorter of either the unexpired period of the
lease or the estimated useful lives of the improvements.
Plant and equipment, office furniture and computer equipment is depreciated using the
diminishing value method at rates between 10% and 67%.
Impairment
The carrying value of plant and equipment are reviewed for impairment when events or changes
in circumstances indicate the carrying value may not be recoverable.
For an asset that does not generate largely independent cash inflows, the recoverable amount is
determined for the cash-generating unit to which the asset belongs.
If any such indication exists and where the carrying values exceed the estimated recoverable
amount, the assets or cash-generating units are written down to their recoverable amount. The
recoverable amount of plant and equipment is the greater of fair value less costs to sell and value
in use. In assessing value in use, the estimated future cash flows are discounted to their present
value using pre-tax discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset.
An item of property, plant and equipment is derecognized upon disposal or when no future
economic benefits are expected to arise from the continued use of the asset.
Any gain or loss arising on derecognition of the asset (calculated as the difference between the
net disposal proceeds and the carrying amount of the item) is included in the income statement in
the period the item is derecognised.
(h) Income Tax
Current Tax
Current tax is calculated by reference to the amount of income taxes payable or recoverable in
respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws
that have been enacted or substantively enacted by reporting date. Current tax for current and
prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or refundable).
36
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
Deferred Tax
Deferred tax is accounted for using the comprehensive balance sheet liability method in respect
of temporary differences arising from differences between the carrying amount of assets and
liabilities in the financial statements and the corresponding tax base of those items.
In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred
tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be
available against which deductible temporary differences or unused tax losses and tax offsets can
be utilised. However, deferred tax assets and liabilities are not recognised if the temporary
differences giving rise to them arise from the initial recognition of assets and liabilities (other than
as a result of a business combination) which affects neither taxable income nor accounting profit.
Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences
arising from goodwill.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in
subsidiaries, branches, associates and joint ventures except where the consolidated entity is able
to control the reversal of the temporary differences and it is probable that the temporary
differences will not reverse in the foreseeable future. Deferred tax assets arising from deductible
temporary differences associated with these investments and interests are only recognised to the
extent that it is probable that there will be sufficient taxable profits against which to utilise the
benefits of the temporary differences and they are expected to reverse in the foreseeable future.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the
period(s) when the asset and liability giving rise to them are realised or settled, based on tax rates
(and tax laws) that have been enacted or substantively enacted by reporting date. The
measurement of deferred tax liabilities and assets reflects the tax consequences that would follow
from the manner in which the Company expects, at the reporting date, to recover or settle the
carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same
taxation authority and the Company intends to settle its current tax assets and liabilities on a net
basis.
Current and Deferred Tax for the Period
Current and deferred tax is recognised as an expense or income in the income statement, except
when it relates to items credited or debited directly to equity, in which case the deferred tax is also
recognised directly in equity, or where it arises from the initial accounting for a business
combination, in which case it is taken into account in the determination of goodwill or excess.
(i) Employee Entitlements
Provision is made for the Company’s liability for employee benefits arising from services rendered
by employees to Reporting Date. Employee benefits that are expected to be settled within 1 year
have been measured at the amounts expected to be paid when the liability is settled, plus related
on-costs. Employee benefits payable later than 1 year have been measured at the present value
of the estimated future cash outflows to be made for those benefits.
37
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
(j) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the
amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances
the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the
expense. Receivables and payables in the statement of financial position are shown inclusive of
GST.
(k) Operating Leases
Lease payments for operating leases, where substantially all the risks and benefits remain with
the lessor, are charged as expenses in the periods in which they are incurred.
Lease incentives under operating leases are recognized as a liability. Lease payments received
reduce the liability.
(l) Provisions
Provisions are recognised when the Company has a present obligation, the future sacrifice of
economic benefits is probable, and the amount of the provision can be measured reliably.
The amount recognised as a provision is the best estimate of the consideration required to settle
the present obligation at reporting date, taking into account the risks and uncertainties
surrounding the obligation. Where a provision is measured using the cash flows estimated to
settle the present obligation, its carrying amount is the present value of those cash flows.
When some or all of the economic benefits required to settle a provision are expected to be
recovered from a third party, the receivable is recognised as an asset if it is virtually certain that
recovery will be received and the amount of the receivable can be measured reliably.
(m) Share Based Payments
Equity settled transactions
The Company provides benefits to employees (including senior executives) of the Company in the
form of share-based payments, whereby employees render services in exchange for shares or
rights over shares (equity-settled transactions).
The cost of these equity-settled transactions with employees is measured by reference to the fair
value of the equity instruments at the date at which they are granted. The fair value is determined
by using the Black-Scholes option pricing model, further details of which are given in the
remuneration report.
In valuing equity-settled transactions, no account is taken of any performance conditions, other
than conditions linked to the price of the shares of Bulletin Resources Limited.
The cost of equity-settled transactions is recognised, together with a corresponding increase in
equity, over the period in which the performance and/or service conditions are fulfilled, ending on
the date on which the relevant employees become fully entitled to the award (the vesting period).
38
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
The cumulative expense recognised for equity-settled transactions at each reporting date until
vesting date reflects:
the extent to which the vesting period has expired; and
(i)
(ii) the Company’s best estimate of the number of equity instruments that will ultimately vest. No
adjustment is made for the likelihood of market performance conditions being met as the
effect of these conditions is included in the determination of fair value at grant date. The
income statement charge or credit for a period represents the movement in cumulative
expense recognised as at the beginning and end of that period.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting
is only conditional upon a market condition.
If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if
the terms had not been modified. In addition, an expense is recognised for any modification that
increases the total fair value of the share-based payment arrangement, or is otherwise beneficial
to the employee, as measured at the date of modification.
If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation,
and any expense not yet recognised for the award is recognised immediately. However, if a new
award is substituted for the cancelled award and designated as a replacement award on the date
that it is granted, the cancelled and new award are treated as if they were a modification of the
original award, as described in the previous paragraph.
(n) Comparatives
Certain comparatives have been reclassified to be consistent with the current year’s disclosures.
(o) 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 of Bulletin Resources Limited.
(p) Contributed Equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental
costs directly attributable to the issue of new shares or options are deducted from equity.
(q) Provision for Rehabilitation Costs
The cost for restoration of site damage, which is created on an ongoing basis during exploration
and/ or production, are provided at their net present value and charged against operating profit as
exploration/ production progresses. Changes in the measurement of a liability relating to site
damage created during exploration and/ or production is charged against operating profit.
39
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
(r) Business Combinations
The acquisition method of accounting is used to account for all business combinations.
Consideration is measured at the fair value of the assets transferred, liabilities incurred and equity
interests issued by the Company on acquisition date. Consideration also includes the acquisition
date fair values of any contingent consideration arrangements, any pre-existing equity interests in
the acquiree and share-based payment awards of the acquiree that are required to be replaced in
a business combination. The acquisition date is the date on which the Company obtains control of
the acquiree. Where equity instruments are issued as part of the consideration, the value of the
equity instruments is their published market price at the acquisition date unless, in rare
circumstances it can be demonstrated that the published price at acquisition date is not fair value
and that other evidence and valuation methods provide a more reliable measure of fair value.
Identifiable assets acquired and liabilities and contingent liabilities assumed in business
combinations are, with limited exceptions, initially measured at their fair values at acquisition date.
Goodwill represents the excess of the consideration transferred and the amount of the non-
controlling interest in the acquiree over fair value of the identifiable net assets acquired. If the
consideration and non-controlling interest of the acquiree is less than the fair value of the net
identifiable assets acquired, the difference is recognised in profit or loss as a bargain purchase
price, but only after a reassessment of the identification and measurement of the net assets
acquired.
For each business combination, the Company measures non-controlling interests at either fair
value or at the non-controlling interest's proportionate share of the acquiree's identifiable net
assets.
Acquisition-related costs are expensed when incurred. Transaction costs arising on the issue of
equity instruments are recognised directly in equity.
Where settlement of any part of the cash consideration is deferred, the amounts payable in future
are discounted to present value at the date of exchange using the entity's incremental borrowing
rate as the discount rate.
40
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
Significant Accounting Estimates and Assumptions
The carrying amounts of certain assets and liabilities are often determined based on estimates and
assumptions of future events. The key estimate and assumptions that have a significant risk of
causing a material adjustment to the carrying amounts of certain assets and liabilities within the next
annual reporting period are:
Non-recognition of Deferred tax assets
The Company has decided at this stage not to recognise in the Statement of Financial Position the
potential benefit of deferred tax assets as the Company is still in exploration phase, and it is not
deemed probable that the assets would be realised.
Recoverability of capitalised exploration and evaluation expenditure
The future recoverability of capitalised exploration and evaluation expenditure is dependent on a
number of factors, including whether the Company decides to exploit the related lease itself, or, if not,
whether it successfully recovers the related exploration and evaluation asset through sale.
Factors that could impact the future recoverability include the level of reserves and resources, future
technological changes, costs of drilling and production, production rates, future legal changes
(including changes to environmental restoration obligations) and changes to commodity prices.
2. REVENUE
Gain on partial sale – Halls Creek Gold Project
(a)(b)
R&D Tax Refund
Interest income
Other income
Notes
2014
$
2,374,002
71,159
9,106
54,614
2,508,881
2013
$
-
149,560
19,671
70,874
240,105
(a) On 11 April 2014, the Halls Creek Sale & Joint Venture Agreement with Pacific Niugini
Limited (ASX: PNR) was executed. The consideration consisted of $1.5M cash
17,678,472 fully paid shares in PNR. PNR takes over responsibility for the sole funding
of the project for the next 4 years or until an aggregate of $4.0M expenditure, as well as
the day to day the management of the project.
Notes
(b) The Gain on sale consists of:
Cash proceeds on settlement
Listed securities in Pacific Niugini Limited
Less:
Partial disposal – Net PP&E
Partial disposal – Exploration acquisition costs
Partial write-back – Restoration provision
5
7
9
11
$
1,500,000
1,255,171
(197,866)
(249,453)
66,150
2,374,002
41
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
3. CASH & CASH EQUIVALENTS
Cash & cash equivalents (a)
2014
$
847,070
847,070
2013
$
279,150
279,150
(a) Cash at bank earns interest at floating rates based on a daily bank deposit rates.
Short-term deposits are made for varying periods of between one day and three months, depending on
the immediate cash requirements of the Company, and earn interest at respective short-term deposit
rates.
(b) Reconciliation of net cash used in operating activities to (loss) after income tax.
Profit/(Loss) after income tax
Gain on partial sale – Halls Creek Gold Project
Share based payments expense
Other non-cash provisions
Depreciation
Return of Rehabilitation and tenement bonds
(Increase)/Decrease in trade and other receivables
Increase/(Decrease) in trade and other payables
Net cash used in operating activities
4. TRADE & OTHER RECEIVABLES
Sundry Debtors
GST Receivable
5. AVAILABLE-FOR-SALE FINANCIAL ASSETS
Listed equity securities – carried at fair value (a)
2014
$
926,802
2013
$
(3,831,844)
(2,374,002)
-
(2,199)
150,017
153,142
(4,100)
(283,291)
(1,433,631)
-
8,750
298,816
144,164
-
109,042
(255,878)
(3,526,950)
2014
$
4,750
-
4,750
2013
$
650
2,973
3,623
2014
$
1,255,171
1,255,171
2013
$
-
-
(a) Available-for-sale investments consist of investments in ordinary shares, and therefore have no fixed
maturity date or coupon rate. The carrying amount of financial assets recorded in the financial
statements represents their net fair values, determined in accordance with the accounting policies
disclosed in Note 1.
The Directors consider that the carrying amounts of financial assets and financial liabilities recorded in
the financial statements approximate their fair value, after completing an assessment at year end. The
Group’s assessment of the fair value was made in accordance with AASB 139 and was based on the
share price of the investment below cost as quoted by the Australian Securities Exchange.
42
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
6. OTHER NON-CURRENT ASSETS
Tenement Bonds
Rehabilitation Bonds
7. PLANT AND EQUIPMENT
2014
$
-
-
-
2013
$
18,142
135,000
153,142
Year ended 30 June 2014
Opening Net Book Value
Additions
Disposal
Disposal 49% interest - Halls
Creek Project (Note 2(b))
Depreciation Charge
Closing Net Book Amount
At 30 June 2014
Cost or Fair Value
Accumulated Depreciation
Net Book Value
Motor Vehicles
$
Office
Equipment
$
Plant & Machinery
$
Total
$
38,542
36,332
482,265
557,139
-
-
(14,431)
(9,091)
15,020
32,517
(17,497)
15,020
-
-
-
(33,018)
3,314
9,454
(6,140)
3,314
-
-
-
-
(183,435)
(197,866)
(107,908)
(150,017)
190,922
209,256
375,452
417,423
(184,530)
(208,167)
190,922
209,256
Year ended 30 June 2013
Opening Net Book Value
Additions
Disposal
Depreciation Charge
Closing Net Book Amount
At 30 June 2013
Cost or Fair Value
Accumulated Depreciation
Net Book Value
Motor Vehicles
$
Office
Equipment
$
Plant & Machinery
$
Total
$
51,436
44,905
601,053
697,394
-
-
(12,895)
38,541
63,757
(25,215)
38,542
909
-
(9,482)
36,332
58,279
(21,947)
36,332
3,000
-
3,909
-
(121,787)
(144,164)
482,266
557,139
775,246
897,282
(292,981)
(340,143)
482,265
557,139
43
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
8. INCOME TAX
(a) Numerical reconciliation of income tax expense
to prima facie tax payable
Profit/(Loss) from ordinary activities before income tax
expense
Prima facie tax benefit on loss from ordinary activities
at 30% (2013 30%)
Tax effect of amounts which are not deductible
(taxable) in calculating taxable income
R&D refundable offset
Entertainment
Movement in unrecognised temporary differences
Tax losses utilised previously not recognised
Tax effect of current year tax losses for which no
deferred tax asset has been recognised
Income Tax Expense
(b) Unrecognised temporary differences
Deferred Tax Assets (at 30%)
Impairment
Formation costs
Capital raising costs
Legal Fees
Accruals
Provisions
Carry forward tax losses
Deferred Tax Liabilities (at 30%)
Mineral exploration
2014
$
2013
$
926,802
(3,831,844)
278,041
(1,149,553)
(21,348)
48
256,741
17,926
(274,667)
-
374
(1,149,179)
(133,879)
-
-
-
1,015,300
-
3,000
-
75,170
14,721
5,250
21,740
3,687,962
3,807,843
3,000
55
108,734
24,054
24,278
51,862
3,775,889
3,987,872
77,891
77,891
152,066
152,066
Net Deferred Tax Assets (at 30%)
3,729,953
3,835,806
The net deferred tax assets arising from these balances has not been recognised as an asset because
recovery of tax losses is not probable at this point in time.
The potential tax benefit will only be obtained if the relevant company derives future assessable income of
a nature and an amount sufficient to enable the benefit to be realised; and
i.
the relevant company continues to comply with the conditions for deductibility imposed by the law; and
ii. no changes in tax legislation adversely affect the relevant company in realising the benefit.
44
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
9. EXPLORATION EXPENDITURE CAPITALISED
Opening Balance
Acquisition of Assets
Disposal 49% interest - Halls Creek Project
Note
2(b)
2014
$
506,889
2,199
(249,453)
259,635
2013
$
503,261
3,628
-
506,889
The recoverability of the carrying amount of the exploration and evaluation assets is dependent on
successful development and commercial exploitation, or alternatively, sale of the area of interest.
10. TRADE & OTHER PAYABLES
Trade & other payables
Accruals
11. PROVISIONS
Provision for Rehabilitation Costs
Opening Balance
Disposal 49% interest - Halls Creek Project
Note
2(b)
2014
$
38,750
17,500
56,250
2014
$
135,000
(66,150)
68,850
2013
$
261,586
80,927
342,513
2013
$
135,000
-
135,000
12. ISSUED CAPITAL
(a) Share capital
Ordinary Shares
Opening balance
Movement during the year
Less share issue costs
Closing balance
2014
No
2013
No
2014
$
2013
$
111,353,862
17,213,899
128,567,761
68,999,695 13,347,704
42,354,167
516,417
(14,866)
111,353,862 13,849,255
11,080,817
2,410,833
(143,946)
13,347,704
45
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
12. ISSUED CAPITAL (CONTINUED)
(b) Movement of ordinary share capital
Details
Date
Opening balance
1 July 2012
Share Issue Cost
31 July 2012
Share Issue Cost
31 Aug 2012
Share Issue
30 Oct 2012
Share Issue Cost
31 Oct 2012
Share Issue Cost
29 Nov 2012
Share Issue
30 Nov 2012
Share Issue Cost
31 Dec 2012
Share Issue Cost
19 Feb 2013
Share Issue
19 Feb 2013
Placement of SPP
19 Feb 2013
Share Issue Cost
12 Mar 2013
Share Issue
14 Mar 2013
Share Issue
14 Mar 2013
Placement
23 May 2013
Placement
23 May 2013
Share Issue Cost
23 May 2013
1 June 2013
Share Issue Cost
11 June 2013 Share Issue Cost
30 June 2013 End of 2013 financial year
2 Aug 2013
2 Aug 2013
30 June 2014 End of 2014 financial year
Non-renounceable rights issue
Share Issue Cost
Number
68,999,695
8,481,555
4,023,512
2,125,000
2,125,000
5,454,550
5,454,550
5,781,569
8,908,431
111,353,862
17,213,899
128,567,761
Issue Price ($)
$
0.09
0.09
0.09
0.03
0.09
0.03
0.04
0.04
0.03
11,080,817
(10,000)
(15,000)
720,932
(39,354)
(14,870)
341,999
(15,053)
(2,850)
180,625
53,125
(32,999)
463,637
136,364
202,355
311,795
(3,235)
(10,000)
(584)
13,347,704
516,417
(14,866)
13,849,255
(c) Movement in options on issue
Beginning of the financial year
Employee options issued
Expired during the financial year (Note 17)
2014
No
2013
No
8,875,000
-
(8,700,000)
8,250,000
625,000
-
End of financial year
175,000
8,875,000
(d) Capital risk management
The Company’s objective when managing capital is to safeguard their ability to continue as a going
concern and to provide returns for shareholders and benefits for other stakeholders and to maintain
capital structure to reduce the cost of capital.
The net assets of the Company are equivalent to capital. Net capital is obtained through capital
raisings on the Australian Securities Exchange.
The Board of Directors monitors capital on an ad-hoc basis. No formal targets are in place for return
on capital or gearing ratios, as the Company has not derived any income from its mineral exploration
and currently has no debt facilities in place.
46
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
13. RESERVES
(a) Share Based Payment Reserve:
Balance at the beginning of the year
Options issued to employees
Transfer to Accumulated losses on expiry of options
Balance at the end of the year
2014
$
390,250
-
(387,800)
2,450
2013
$
381,500
8,750
-
390,250
The share-based payments reserve is used to recognise the fair value of options issued to
employees.
14. ACCUMULATED LOSSES
Balance at the beginning of the year
Net Profit/(loss) for the year
Transfer from share based payments reserve
Balance at the end of the year
15. EARNINGS/(LOSS) PER SHARE
a) Earnings/Basic (loss) per share
b) Net profit/(loss) used in calculating
- Basic earnings/(loss) per share
c)
Weighted average number of ordinary shares
outstanding
during the year used in calculating basic loss per
2014
$
2013
$
(12,715,524)
926,802
387,800
11,400,922
(8,883,680)
(3,831,844)
-
(12,715,524)
2014
Cents per
share
$
2013
Cents per
share
$
0.73
(0.05)
926,802
(3,831,844)
share
127,058,597
83,392,936
d) Effect of dilutive securities
There were no dilutive potential ordinary shares on issue at 30 June 2014. Diluted
earnings/(loss) per share is the same as basic earnings/(loss) per share.
16. DIVIDENDS
No dividends were paid during the financial year. No recommendation for payment of dividends has
been made.
47
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
17. SHARE BASED PAYMENTS
(a) Employee Incentive Option Plan (EOP)
Shareholders approved the Bulletin Resources Limited EOP at the Annual General Meeting held on
3rd December 2010. The EOP is designed to provide incentives, assist in the recruitment, reward,
retention of employees and key consultants, so as to provide opportunities (both present and future)
to participate directly in the equity of the Company.
Directors and full and part time employees of Bulletin Resources Limited are eligible to participate in
the Plan. Any issue of options to Directors under the Plan will be subject to Shareholder approval
pursuant to the provisions of the ASX Listing Rules and the Corporations Act 2001.
The Board may, at any time, grant options under the plan to any full or part time Employee or Director
of the Company or an associated body corporate. Each option issued under the Plan will be issued for
nil cash consideration and is exercisable into one share in the Company ranking equally in all
respects with the existing issued Shares in the Company. Options granted under the plan carry no
dividend or voting rights.
The exercise price and expiry date for options granted under the Plan will be determined by the Board
prior to the grant of the options. The options granted under the Plan may be subject to conditions on
exercise as may be fixed by the Directors prior to grant of the options (“Exercise Conditions”). The
contractual life of each option granted is at the discretion of the board but is normally in the range of
two to three years. There are no cash settlement alternatives.
Any restrictions imposed by the Directors must be set out in the offer for the options. An unexercised
option issued under the Plan will lapse (i) on its expiry date, (ii) if any Exercise Condition is unable to
be met and (iii) on the eligible participant ceasing employment with the Company, subject to certain
exceptions.
Set out below are summaries of granted options:
Grant Date
Expiry Date
Exercise
Price
Balance
at start of
the year
number
Granted
during
the year
number
Exercise
d during
the year
number
Expired
during the
year
number
Balance
at end of
the year
number
Vested and
exercisable
at end of
the
year
number
2013
3 Dec 2010
31 Mar 2011
6 Dec 2013
31 Mar 2014
28 Aug 2012
30 Jun 2015
2014
3 Dec 2010
6 Dec 2013
31 Mar 2011
31 Mar 2014
28 Aug 2012
30 Jun 2015
0.20
0.30
0.15
0.20
0.30
0.15
8,000,000
250,000
-
-
-
625,000
8,250,000
625,000
8,000,000
250,000
625,000
8,875,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
8,000,000
250,000
8,000,000
250,000
625,000
625,000
8,875,000
8,875,000
(8,000,000)
(250,000)
-
-
-
-
(450,000)
175,000
175,000
(8,700,000)
175,000
175,000
The weighted average remaining contractual life of share options outstanding at the end of the period
was 1.00 years with the weighted average exercise price of 0.15 (2013 – 1.55 years).
48
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
17. SHARE BASED PAYMENT (CONTINUED)
Fair value of options granted
The assessed weighted average fair value at grant date of options granted during the year ended 30
June 2014 was Nil per option (2013 – 0.013). The fair value at grant date is independently 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 price volatility of the
underlying share, the expected dividend yield and the risk free interest rate for the term of the option.
No options were issued during the year ended 30 June 2014 (2013: 625,000)
The expected price volatility is based on the historic volatility (based on the remaining life of the
options), adjusted for any expected changes to future volatility due to publicly available information.
There were no model inputs, as no options were granted during the year ended 30 June 2014. The
model inputs for options were granted during the year ended 30 June 2013 were as follows:
(a) 625,000 options granted to Senior Management Staff for no consideration
(b) exercise price: $0.15
(c) grant date: 28 August 2012
(d) expiry date: 30 June 2015
(e) share price at grant date: $0.05
(f) expected price volatility of the Company's shares: 80%
(g) expected dividend yield: 0%
(h) risk-free interest rate: 2.71%
The expected price volatility is based on the historic volatility (based on the remaining life of the
options), adjusted for any expected changes to future volatility due to publicly available information.
Expenses arising from share-based payment transactions
Total expenses arising from share-based payment transactions recognised during the period as part
of employee benefit expense were Nil (2013: $8,750).
49
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
18. REMUNERATION OF AUDITOR
During the year, the following fees were received or due and
receivable by BDO for:
Audit and review of financial report
Other than their statutory audit duties, BDO Corporate Finance
(WA) Pty Ltd was engaged to provide other non audit services.
Details of the amounts paid or payable to the auditors for non
audit services provided during the year are set out below.
Other non audit services
Ongoing advice provided
2014
$
2013
$
23,976
35,260
-
-
2,156
37,416
19. RELATED PARTY TRANSACTIONS
(a) Directors
The names of persons who were Directors of Bulletin Resources Limited at any time during the
financial year were as follows: Paul Poli, Robert Martin, Frank Sibbel, Andrew Beckwith, Michael
Fitzgerald, Martin Phillips, Philip Retter, and Stephen Robinson.
(b) Other 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.
No amounts in addition to those disclosed in the remuneration report to the financial statements were
paid or payable to Directors of the Company in respect of the year ended 30 June 2014.
(c) Transactions with related parties
The following transactions occurred with related parties:
2014
On 16 December 2013, the Company entered into a binding Sale and Joint Venture Term Sheet
on the Gold Projects with Matsa Resources Limited (“Matsa”). The term sheet terms included the
Company retaining the right to accept a superior offer, and if exercised a break fee of $100,000
being payable to Matsa. On 10 February 2014, the Company formally terminated the agreement
with Matsa and the break fee became due and payable.
2013
Loan from Elk Holdings Pty Ltd of $20,000 on 6 May 2013. The loan was repaid on 14 May 2013
(2012– Nil). Elk Holdings Pty Ltd is a company controlled by Stephen Robinson.
50
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
20. SEGMENT REPORTING
The Group operates in the mineral exploration industry in Australia. For management purposes, the
Group is organised into one main operating segment which involves the exploration of minerals in
Australia. All of the Group’s activities are interrelated and discrete financial information is reported to
the Board (Chief Operating Decision Maker) as a single segment. Accordingly, all significant
operating decisions are based upon analysis of the Group as one segment. The financial results from
this segment are equivalent to the financial statements of the Group as a whole.
21. INVESTMENT IN CONTROLLED ENTITIES
Entity
Principal
Activity
Class of
Shares
Country of
incorporation
Equity holding
2014
%
2013
%
Lamboo Operations
Pty Ltd
Inactive
Ordinary
Australia
100
100
22. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’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
Group also has other financial instruments such as trade debtors and creditors which arise directly
from its operations. For the year under review, the Company has not traded in shares or options and
holds no such investments at 30 June 2014.
The main risks arising from the Group’s financial instruments are interest rate risk and credit risk. The
Board reviews and agrees policies for managing each of these and other risks and they are
summarised below:
a) Interest Rate Risk Exposures
The Group is exposed to movements in market interest rates on short term deposits. As the Group
does not have short or long term debt, this risk is minimal and the focus is to maximise returns on its
liquid assets.
b) Credit risk
The Group does not have any significant concentrations of credit risk. Credit risk is managed by the
Board and arises from cash and cash equivalents as well as credit exposure including outstanding
receivables and committed transactions. All cash balances held at banks are held at internationally
recognised institutions. The majority of receivables are immaterial to the Group. Given this, the credit
quality of financial assets that are neither past due or impaired can be assessed by reference to
historical information about default rates.
Credit risk arises from cash and cash equivalents and deposits with banks. The credit quality of
financial assets that are neither past due nor impaired can be assessed by reference to external credit
ratings. Financial assets that are neither past due and not impaired are as follows:
Cash and cash equivalents
‘AA’ S&P rating
2014
$
2013
$
847,070
279,150
51
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
22. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)
c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash balances and access to equity
funding. The Group’s exposure to the risk of changes in market interest rates relate primarily to cash
assets and floating interest rates. The Directors monitor the cash-burn rate of the Group on an on-
going basis against budget and the maturity profiles of financial assets and liabilities to manage its
liquidity risk.
As at reporting date the Group had sufficient cash reserves to meet its requirements. The Group has
no access to credit standby facilities or arrangements for further funding or borrowings in place.
The financial liabilities the Group had at reporting date were trade and other payables incurred in the
normal course of the business. These were non-interest bearing and were due within the normal 30-
60 days terms of creditor payments.
(d) Interest Rate Risk
The Group's exposure to interest rate risk and the effective weighted average interest rate for classes
of financial assets are set out below:
Financial Assets
Fixed Interest
Less than 1 year
Fixed Interest
Less than 1 year
Non-interest
Bearing
Total
2014
$
2013
$
2014
$
2013
$
2014
$
2013
$
2014
$
2013
$
Cash and cash equivalents
197,070
279,150
650,000
Trade and other receivables
Available-for-sale
assets
financial
-
-
-
-
Total Financial Assets
197,070
279,150
-
-
-
-
-
-
-
-
-
847,070
279,150
4,750
3,623
4,750
3,623
1,255,172
-
1,255,172
-
1,259,922
3,623
2,106,992
282,773
The weighted average interest rate received on cash and cash equivalents by the Group was 2.24%
(2013: 3.27%).
(e) Interest Rate Sensitivity Analysis
The Group has performed a sensitivity analysis relating to its exposure to interest rate risk at 30 June
2014. This sensitivity analysis demonstrates the effect on the current year results and equity which
could result from a change in these risks. The effect on profit and equity as a result of changes in the
interest rate, with all other variables remaining constant would be as follows:
Change in Profit
- Increase in interest rate by 1%
- Decrease in interest rate by 1%
Change in equity
- Increase in interest rate by 1%
- Decrease in interest rate by 1%
2014
$
2013
$
4,068
(4,068)
4,068
(4,068)
6,011
(6,011)
6,011
(6,011)
The Group has performed a sensitivity analysis relating to its exposure to interest rate risk at
Reporting Date. This sensitivity analysis demonstrates the effect on the current year results and
equity which could result from a change in these risks.
52
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
22. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)
(f) Equity Price risk
The Group's exposure to equity price risks arising from equity investments. Equity investments are
held for strategic rather than trading purposes. The Group does not actively trade these investments.
(g) Equity Price Sensitivity Analysis
The sensitivity analyses below have been determined based on the exposure to equity price risks at
the end of the reporting period.
If equity prices had been 5% higher/lower:
(a) • profit for the year ended 30 June 2014 would have been unaffected as the equity
investments are classified as available-for-sale and no investments were disposed of or
impaired; and
(b) other comprehensive income for the year ended 30 June 2014 would increase/decrease by
$62,759 (2013: Nil) as a result of the changes in fair value of available-for-sale shares.
(h) Fair Value Measurements
During the financial year, the Group only held financial instruments that are not traded in an active
market. Fair values determined for measurement purposes are deemed to approximate the cost of the
financial instruments due to their short term nature. Financial assets and liabilities as at report date
are as follows:
Financial Assets
Cash and cash equivalents
Trade and other receivables
Available-for-sale financial assets
Total financial assets
Financial Liabilities
Trade and other payables
Total financial liabilities
2014
$
847,020
4,750
1,255,172
2,106,992
2013
$
279,150
3,623
282,773
56,250
56,250
342,513
342,513
53
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
23. COMMITMENTS AND CONTINGENCIES
(a) Operating Lease
Commitments for minimum lease payments in relation to non cancellable operating leases are
payable as follows:
Not later than one year
Later than one year, but not later than 2 years
Later than two years but not more than 3 years
2014
$
-
-
-
-
2013
$
36,139
-
-
36,139
The parent entity terminated its lease for Unit A8, Tempo Offices, 431 Roberts Road, Subiaco during
the current financial year.
(b) Other commitments and contingencies
There are no further contingent assets or liabilities as at 30 June 2014 and no changes in the interval
between 30 June 2014 and the date of this report.
24. EVENTS SUBSEQUENT TO REPORTING DATE
There has been no matter of circumstance occurring subsequent to the end of the financial year that
has significantly affected, or may significantly affect, the operations of the Group, the results of those
operations, or the state of affairs of the Group in future year
25. PARENT ENTITY INFORMATION
Current assets
Non-current assets
Total Assets
Current liabilities
Non-current liabilities
Total Liabilities
Issued capital
Option reserve
Accumulated losses
Total Equity
2014
$
851,820
1,724,063
2,575,883
56,250
68,850
125,100
2013
$
282,773
1,217,170
1,499,943
342,513
135,000
477,513
13,849,255
2,450
(11,400,922)
2,450,783
13,347,704
390,250
(12,715,524)
1,022,430
Profit (loss) for the year
Other comprehensive income
Total comprehensive income (loss) for the year
926,802
-
926,802
(3,831,844)
-
(3,831,844)
54
BULLETIN RESOURCES LIMITED
DIRECTORS’ RECLARATION
FOR THE YEAR ENDED 30 JUNE 2014
DIRECTORS’ DECLARATION
The Directors of the Company declare that:
1. The financial statements and notes, as set out on pages 29 to 54 are in accordance with the
Corporations Act 2001 and:
(a) comply with Accounting Standards and the Corporations Regulations 2001 and other
mandatory professional reporting requirements;
(b) give a true and fair view of the financial position as at 30 June 2014 and of the
(c)
performance for the year ended on that date of the Company; and
the financial report also complies with International Financial Reporting Standards as
disclosed in Note 1.
2. The Chairman and Non-executive Director have each declared that:
(a) the financial records of the Company for the financial year have been properly maintained
in accordance with section 286 of the Corporations Act 2001;
(b) the financial statements and notes for the financial year comply with the Accounting
Standards; and
(c) the financial statements and notes for the financial year give a true and fair view.
3.
In the Directors’ opinion there are reasonable grounds to believe that the Company will be
able to pay its debts as and when they become due and payable.
This declaration is made in accordance with a resolution of the Board of Directors.
_____________________________
Paul Poli
Director - Chairman
Dated this 19th day of September 2014
55
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
38 Station Street
Subiaco, WA 6008
PO Box 700 West Perth WA 6872
Australia
INDEPENDENT AUDITOR’S REPORT
To the members of Bulletin Resources Limited
Report on the Financial Report
We have audited the accompanying financial report of Bulletin Resources Limited, which comprises the
consolidated statement of financial position as at 30 June 2014, 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, notes comprising a summary of
significant accounting policies and other explanatory information, and the directors’ declaration of the
consolidated entity comprising the company and the entities it controlled at the year’s end or from
time to time during the financial year.
Directors’ Responsibility for the Financial Report
The directors of the company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101
Presentation of Financial Statements, that the financial statements comply with International
Financial Reporting Standards.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our
audit in accordance with Australian Auditing Standards. Those standards require that we comply with
relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain
reasonable assurance about whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the financial report. The procedures selected depend on the auditor’s judgement, including the
assessment of the risks of material misstatement of the financial report, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control relevant to the company’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 company’s internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of accounting estimates made by the directors, as
well as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN
77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK
company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under
Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations
Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which
has been given to the directors of Bulletin Resources Limited, would be in the same terms if given to
the directors as at the time of this auditor’s report.
Opinion
In our opinion:
(a)
the financial report of Bulletin Resources Limited is in accordance with the Corporations Act 2001,
including:
(i)
giving a true and fair view of the consolidated entity’s financial position as at 30 June 2014
and of its performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
(b)
the financial report also complies with International Financial Reporting Standards as disclosed in
Note 1.
Report on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June
2014. 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
In our opinion, the Remuneration Report of Bulletin Resources Limited for the year ended 30 June 2014
complies with section 300A of the Corporations Act 2001.
BDO Audit (WA) Pty Ltd
Phillip Murdoch
Director
Perth, 19 September 2014
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
38 Station Street
Subiaco, WA 6008
PO Box 700 West Perth WA 6872
Australia
DECLARATION OF INDEPENDENCE BY PHILLIP MURDOCH TO THE DIRECTORS OF BULLETIN
RESOURCES LIMITED
As lead auditor of Bulletin Resources Limited for the year ended 30 June 2014, I declare that, to the
best of my knowledge and belief, there have been:
(cid:120)
(cid:120)
No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Bulletin Resources Limited and the entity it controlled during the
period.
Phillip Murdoch
Director
BDO Audit (WA) Pty Ltd
Perth, 19 September 2014
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN
77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK
company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under
Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.
BULLETIN RESOURCES LIMITED
ADDITIONAL ASX INFORMATION
FOR THE YEAR ENDED 30 JUNE 2014
The following additional information is required by the Australian Securities Exchange. The
information is current as at 10th September 2014.
(a) Distribution schedule and number of holders of equity securities
Stock Exchange Listing – Listing has been granted for 128,567,761 ordinary fully paid shares of the
Company on issue on the Australian Securities Exchange.
1 – 1,000
1,001
5,000
–
5,001
10,000
–
10,001 –
100,000
100,001 –
and over
Total
Fully Paid Ordinary
Shares (BNR)
Unlisted Options –
15c 30/6/15
6
0
7
0
40
0
248
163
464
0
1
1
There were 139 shareholders holding less than a marketable parcel at 10th September 2014.
(b) 20 Largest holders of quoted equity securities as at 10th September 2014
The names of the twenty largest holders of fully paid ordinary shares (ASX code: BNR) are;
Rank
Name
Shares
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Matsa Resources Limited
Goldfire Enterprises Pty Ltd
Mr. Jason Frank Madalena
Fat Prophets Pty Ltd
Mr. Michael Fitzgerald & Mrs Joanna Margaret Fitzgerald (Fitzgerald
F/Trust A/C>
Goldfire Enterprises Pty Ltd
Mes Coleen Therese Harris
Mr. Gregory Denis O’Reilly, Mrs. Marie Jean O’Reilly & Mrs Iris Jean
O’Reilly
Mr. Peter Chapman
Sahara Minerals Pty Ltd
Applied Solutions (Private) Limited
Elk Holdings Pty Ltd (Elk Super Fund A/C>
Burgundy Triangle Pty Ltd
Bedel & Sowa Corp Pty Ltd
Mr. Peter Andrew Smith
Mr. Thomas Aboud
Mr. Philip Cuthbert Retter & Mrs Triagrini Sofiasari Retter
Spectral Investments Pty Ltd
Mr. Peter Frewen
Newmek Investments Pty Ltd
TOTAL
% of Total
Shares
26.40
12.73
2.95
2.21
1.73
1.56
1.56
1.53
1.37
1.30
1.24
1.09
0.86
0.78
0.78
0.76
0.76
0.70
0.69
0.62
33,935,628
16,363,650
3,790,000
2,835,279
2,225,490
2,000,899
2,000,000
1,970,471
1,764,705
1,666,667
1,600,000
1,400,000
1,100,000
1,000,000
1,000,000
978,636
976,470
895,291
890,455
794,685
79,188,326
61.59
59
BULLETIN RESOURCES LIMITED
ADDITIONAL ASX INFORMATION
FOR THE YEAR ENDED 30 JUNE 2014
ADDITIONAL ASX INFORMATION (CONTINUED)
The unquoted securities on issue as at 12 September 2013 are detailed below in part (d).
(c)
Substantial shareholders
Substantial shareholders in Bulletin Resources Ltd as disclosed in substantial holder notices provided
to the Company are detailed below -
Name
MATSA RESOURCES LIMITED
GOLDFIRE ENTERPRISES PTY LTD
(d) Unquoted Securities
Shares
% of Total
Shares
33,935,628
18,238,650
26.40
14.19
The number of unquoted securities on issue as at 10th September 2014:
Security
Unlisted options exercisable at 15 cents, on or before 30 June 2015.
Number on issue
175,000
(e) Names of persons holding more than 20% of a given class of unquoted securities (other
than employee options) as at 10th September 2014
None to report.
(f) Restricted Securities as at 10th September 2014
There are no restricted securities on issue as at 10th September 2014.
(g) Voting Rights
All fully paid ordinary shares carry one vote per ordinary share without restriction.
Unquoted options have no voting rights.
(h) Company Secretary
The Company Secretary is Mr Craig Nelmes.
(i) Registered Office
The Company’s Registered Office is Level 1, Suite 11, 139 Newcastle Street, Northbridge WA 6000.
(j) Share Registry
The Company’s Share Registry is Computershare Investor Services Pty Ltd of Level 2, 45 St Georges
Terrace, Perth WA 6000.
Telephone: 1300 557 010.
(k) On-Market Buy-back
The Company is not currently performing an on-market buy-back.
60
BULLETIN RESOURCES LIMITED
SCHEDULE OF INTERESTS IN MINING TENEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
Granted
Expiry
Status
Bulletin
Holding
%
Area
(Ha)
Area
(Blocks)
Annual
Expenditure
$
51
51
51
51
51
51
51
51
51
51
51
51
51
51
29/07/2002
28/07/2013 Renewal
30/01/2008
29/01/2018 Granted
26/03/2012
25/03/2017 Granted
26/03/2012
25/03/2017 Granted
30/08/2012
29/08/2017 Granted
30/08/2012
29/08/2017 Granted
24/06/1992
23/06/2034 Granted
25/01/1993
24/01/2014 Granted
8
7
1
1
14.7
51.3
197.4
125.4
7/07/1993
6/07/2014
Granted
199.95
31/08/1993
30/08/2014 Granted
2/04/1998
1/04/2019
Granted
79.3
121.5
17/11/2000
16/11/2021 Granted
451.95
$70,000
$50,000
$10,000
$10,000
$19,800
$12,600
$20,000
$10,000
$12,200
$45,200
15/07/2002
14/07/2013 Granted
6
$70,000
Application
178.7
Tenement
Holder
Lamboo Project
E80/2601
Bulletin
E80/3861
E80/4458
E80/4459
L80/0070
L80/0071
M80/0343
M80/0355
M80/0359
M80/0362
M80/0471
M80/0503
Bulletin
Bulletin
Bulletin
Bulletin
Bulletin
Bulletin
Bulletin
Bulletin
Bulletin
Bulletin
Bulletin
Biscay Project
E80/2394
Bulletin
M80/0624
E80/4473
E80/4599
E80/4781
Bulletin
GIANNI
JML
Note 1
28/07/2011
27/07/2016 Granted
Note 2
1/10/2013
30/09/2018 Granted
Bulletin
Note 3
Application
$32,000
$69,000
32
70
20
Note 1: E80/4473 was managed by Bulletin Resources Limited under a 3 year option agreement with Peter
Gianni, but a decision to withdraw was made subsequent to the end of the June 2014 quarter.
Note 2: E80/4599 is managed by Bulletin Resources Limited under a 3 year option agreement with JML
Resources Pty Ltd, but a decision to withdraw was made subsequent to the end of the June 2014 quarter.
Note 3: E80/4781 application was withdrawn subsequent to the end of the June 2014 quarter.
61