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Panthera Resources2016 Annual Report BULLETIN RESOURCES LIMITED CORPORATE INFORMATION FOR THE YEAR ENDED 30 JUNE 2016 Non-Executive Chairman Non-Executive Director Non-Executive Director Commonwealth Bank of Australia Level 14A 300 Murray Street PERTH WA 6000 DIRECTORS Paul Poli Robert Martin Franciscus Sibbel COMPANY SECRETARY Andrew Chapman 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 King & Wood Mallesons Level 30, QV1 Building 250 St Georges Terrace Perth WA 6000 WEBSITE www.bulletinresources.com SHARE REGISTRY Level 11 172 St Georges Terrace Perth WA 6000 Enquiries (within Australia) 1300 850 505 (outside Australia) 61 3 9415 4000 www.investorcentre.com/contact HOME STOCK EXCHANGE Australian Securities Exchange Ltd Level 40, Central Park 152-158 St George's Terrace Perth WA 6000 ASX Code: BNR 1 BULLETIN RESOURCES LIMITED CONTENTS FOR THE YEAR ENDED 30 JUNE 2016 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 12 25 38 39 40 41 42 74 75 76 78 81 2 BULLETIN RESOURCES LIMITED CHAIRMAN’S LETTER FOR THE YEAR ENDED 30 JUNE 2016 Dear Shareholder, Twelve months ago I wrote of the enormous amount of pride the Board felt in being able to state that in September 2015 we became a gold producer with the commencement of gold production from the Nicolsons Gold Project. A lot has happened during the past twelve months which has culminated in the Company electing to dispose of its 20% interest in the Nicolsons Gold Project to Pantoro Limited, our joint venture partner. This was not an easy negotiation to complete and took a considerable amount of time, imagination and effort by the Board and management to extract a result that we felt was a fantastic result for all shareholders and in the best interests of all shareholders. I proudly can boast that Bulletin has sold its 20% interest to Pantoro Limited in exchange for 130 million Pantoro shares and the assumption by Pantoro of all of Bulletin’s existing debt facility and gold hedge commitments. At the time settlement occurred in mid-July this equated to a massive consideration value of in excess of $20 million. Your Board, in announcing the sale of its interest in Nicolsons, believed it was only fair that Bulletin shareholders benefit and be rewarded from the transaction. On that basis, as part of the transaction, Bulletin agreed to make an in-specie distribution of one Pantoro share for every two Bulletin shares held at the conclusion of the transaction. Subsequent to the approval by shareholders and settlement of the transaction Bulletin made the in- specie distribution on 25 July 2016. This resulted in Bulletin shareholders receiving approximately $13 million value of Pantoro shares as well as retaining their existing holding in Bulletin. All shareholders benefited from an effective 8c per share dividend which was a most pleasing result. Furthermore, I am glad to say that Pantoro’s share price has remained above the value at the time of the in-specie distribution thereby potentially adding further value to shareholders. It is your Board’s intention to repeat the process of rewarding shareholders by the identification of a new project and to that end has commenced reviewing other opportunities in the resources sector. Due diligence is in progress on a number of opportunities. You can be assured we will not be rushed into making an acquisition but rather will take the time necessary to find a project that can create future strong value for the Company. I would like to take this opportunity to thank my fellow Board members and also our company secretary Mr Andrew Chapman for their hard work and support during the year in particular the period prior to, during and after the announcement of the transaction where considerable time and effort was required over and above their normal duties. On behalf of all shareholders, I do congratulate the Board on a fine achievement. Importantly, I would also like to thank all shareholders of the Company for their continued support and patience whilst we work and hope to deliver further shareholder wealth in the future. Yours Sincerely Paul Poli Non-Executive Chairman 30 September 2016 3 BULLETIN RESOURCES LIMITED OPERATIONS REVIEW FOR THE YEAR ENDED 30 JUNE 2016 REVIEW OF OPERATIONS NICOLSONS GOLD PROJECT Summary There have been a number of significant advancements in the development of the Nicolsons Gold Project during the financial year including the commencement of gold production in September 2015. While the 20% interest in the Nicolsons Gold Project was considered a strategic asset of the Company and becoming a gold producer was a significant achievement, the Board recognised that Bulletin is a minor participant in the project and that ownership by one party holding 100% of the project, in this case Pantoro Limited (Pantoro; PNR), should attract more attention and support in a strong gold market. To that end on 2 May 2016 the Company announced that it had entered into an agreement with its joint venture partner Pantoro to dispose of its 20% interest in the Nicolsons Gold Project with effect from 1 May 2016. The main focus towards the end of the financial year was the finalisation of this transaction including completing all legal agreements, receipt of shareholder, regulatory, and financier approvals to approve the transaction. The consideration for the sale of Bulletin’s 20% interest in Nicolsons was as follows: 1. 2. 3. Pantoro to issue Bulletin 130 million fully paid ordinary Pantoro shares; Halls Creek Mining Pty Ltd (HCM), the Operator, assumed 100% of Bulletin’s obligations under its gold loan finance facility with the CBA such that Bulletin has no further obligations to the CBA subsequent to settlement. HCM will assume 50% of the responsibility of the gold hedge facility provided by CBA prior to settlement and 100% going forward. In addition, and as part of the agreement, the Board of Bulletin elected to make, after settlement, an in- specie distribution of one Pantoro share for every two Bulletin shares held at the time of the in-specie distribution. To that end the receipt of Pantoro shares by Bulletin, and in turn Bulletin shareholders via the in-specie distribution, will continue to give Bulletin shareholders exposure to the Nicolsons Gold Project and its operations via their Pantoro shareholding. A shareholder meeting was held on 7 July 2016 where shareholders unanimously approved both the sale of the interest in Nicolsons as well as the in-specie distribution. The disposal of the Company’s interest was settled on 14 July 2016. The in-specie distribution occurred on 25 July 2016. The settlement of the transaction leaves the Company in a strong financial position with approximately $4.9M in cash and liquid investments, debt free with no ongoing exploration expenditure commitments. Bulletin disposed of 15M Pantoro shares post settlement but does not anticipate the need to dispose of any further Pantoro shares at this time. It is the Company’s intention to repeat the process of rewarding shareholders by the identification of a new project and to that end has commenced reviewing other opportunities in the resources sector. Please note that all reporting on the operations on the Nicolsons Gold Project below will be up to 1 May 2016 which is the effective date of Bulletin disposing of its interest. 4 BULLETIN RESOURCES LIMITED OPERATIONS REVIEW FOR THE YEAR ENDED 30 JUNE 2016 includes The Halls Creek Project the Nicolsons Mine, (35 km south west of Halls Creek) and a pipeline of exploration and development prospects located east of Halls Creek in the Kimberley Region of Western Australia. During the year the Company continued to focus on the Halls Creek Gold Project and the advancement of that project towards positive cash flow. The project was originally estimated to provide positive cash flow to the Company of $11M after tax over 4.5 years at a gold price of A$1,400 Oz. In September 2015 Bulletin Resources and its JV partner Pantoro Limited (PNR) became Australia’s newest gold producer with first gold poured from the Nicolsons. The Nicolsons mine continues to ramp up production towards nameplate capacity. Halls Creek Project Location The joint venture operator, Halls Creek Mining Pty Ltd (HCM) saw a substantial overcall to the pre mining JORC Reserve model. HCM advised this will provide significant potential to extend the mine life and production capacity at Nicolsons. The project has an Ore Reserve of 109,220 ounces of gold and a Mineral Resource of 217,581 ounces of gold. Drilling during the year has also demonstrated that substantial silver grades can be present, although a silver resource is yet to be estimated. Production activities to date have resulted in one ounce of silver being produced for every two ounces of gold. The project region has been sporadically explored over a number of years. Prospecting has shown significant potential in the immediate area, which remains sparsely explored with minimal drill testing of targets outside of the existing resources (beneath and immediately adjacent to the existing open pits). There is a clear growth plan in place for Nicolsons which consists of: • Ramping up production to exceed feasibility levels by taking advantage of the large reserve overcall achieved in levels developed to date and delineating addition mining areas through underground definition drilling; • Expanding the underground resource and reserve through near mine exploration activities along strike of and beneath the existing resource; • Developing open pits at the existing Rowdies and Wagtail deposits in the near term; • Advancing exploration beneath and along strike of the Rowdies and Wagtail deposits, and drill ready targets including Paddock Well, Shifty’s and Springvale Fault; • Progressing regional exploration where a number of new and existing prospects are being advanced through detailed geological mapping and sampling. 5 BULLETIN RESOURCES LIMITED OPERATIONS REVIEW FOR THE YEAR ENDED 30 JUNE 2016 Operations at Nicolsons continue in accordance with the mine plan. Production continued to increase quarter on quarter with April production (the last month Bulletin was entitled to a share of production) approaching nameplate capacity with record production of 2,641 ounces. While production has shown continued improvement, the overall result was impacted by lower production in February due to development outside of Reserve in the lower grade extremities of the orebody. The benefits of mining to the extremities of the orebody has already been demonstrated and is important in understanding the resource and to maximise the overall potential of the mine. Mining to the extremity of the orebody has already led to the discovery of additional higher grade ore zones to the north of the main zone. Key operating statistics (100% basis) for the year are provided in the table 1 below. Physical Summary Q1 Q2 Q3 Apr-16 FY 2016 UG Ore Mined UG Grade Mined Ore Processed Head Grade Recovery Gold Produced Cost Summary ($/Oz) C1 Cash Cost Royalties Marketing/Cost of sales Sustaining Capital Reclamation & other adj. Corporate Costs All-in Sustaining Costs Major Project Capital Exploration Cost Project Capital 8,270 4.70 7,645 4.18 93.7% 963 $- $- $- $- $- $- $- $6,374 $112 $6,486 17,217 22,792 7.53 6.58 20,861 23,893 6.71 92.7% 4,180 6.33 94.3% 4,582 $1,194 $12 $1,199 $46 $5 $277 $- $14 $8 $336 $- $18 $1,502 $1,607 $464 $15 $479 $432 $7 $439 9,225 9.51 8,649 9.86 96.4% 2,641 $867 $ $36 $ $6 $ $70 $ $- $ $23 $ $1,002 $ 1 $476 $ $8 $ $485 $ Table 1: Project performance during ramp up In total Bulletin received a total of 2,340 ounces during the year for its 20% interest. Underground Development Decline development has continued to progress well, with good ground now persisting after experiencing poor ground conditions in the early part of the development. Development continued in accordance with the mine plan with continued improvement on a quarter on quarter basis in total metres developed, and total ore tonnages and ounces delivered to the processing plant. The 2220, 2210, and 2200 levels were completed and stoping commenced on the 2200 level in mid- March. The 2185 level is well advanced, and development of the 2170 cross cut had commenced at the end of the quarter. The mill reconciled gold production for the completed levels delivered an outstanding result with 186% of reserve ounces mined. The high grade splay vein identified on the 2210 and 2200 levels has continued to return a large volume of gold from outside of the reserve with approximately 58m of development returning 2,602 tonnes @ 16.04 g/t for 1,342 ounces on the 2185 level (Figure 1). The splay was entirely outside of the current 6 BULLETIN RESOURCES LIMITED OPERATIONS REVIEW FOR THE YEAR ENDED 30 JUNE 2016 reserve on the 2185 level and consistently returned very high grades (up to 113 g/t) over widths of 0.6m to 2.3m. Gold production from the 2185 development was 132% of the reserve at the end of March 2016 with approximately 140 m still to be developed, indicating that the large reserve overcall will continue on the 2185 level. Figure 1: 2185 Level Development to end of March 2016, showing large amount of ore developed outside of reserve including very high grades in the splay vein Development on the 2170 level commenced during March, with the footwall/splay vein structure intersected in April. Ore development during the ensuing quarter will be advanced on the 2185 and 2170 levels initially, followed by the 2155 level. A 110m ventilation rise from surface to the 2185 level was completed in April. The rise will be shotcrete lined and equipped to be fully operational by mid-May, allowing production and development activities to be maximised in all areas of the mine. Processing Plant The processing plant has continued to operate to expectation with overall gold recovery of 94.3% for the quarter. Recovery for the month of March was 96.5%. The processing plant has reliably operated at feasibility design throughput, with scope to further increase throughput and gold production when additional ore feed is available. An initial review of requirements for increasing processing plant capacity were undertaken during the quarter. The review indicated that production may be expanded to greater than 200,000 tonnes per annum through the addition of additional leaching tanks, and reconfiguration of the plant classification circuit. Works for plant expansion will be undertaken when combined underground and open pit operations are able to provide sufficient feed to maintain the larger capacity. 7 BULLETIN RESOURCES LIMITED OPERATIONS REVIEW FOR THE YEAR ENDED 30 JUNE 2016 First dore bars produced in September 2015 Exploration Underground diamond drilling commenced at Nicolsons during March 2016, with 459m in 8 holes drilled during the period. Drilling is planned to be undertaken on a seven day per week, dayshift only basis during the ensuing quarter. Significant assays recorded during the quarter drilling in the Northern Zone include: NGC16001: 0.8m @ 7.03g/t from 28.3m and 0.3m @ 1.22g/t from 31.2m; NGC16002: 1.4m @ 7.27g/t from 18.5m; NUD16007: 0.6m @ 9.3g/t from 75.5m. For full results please refer to the ASX 31 March 2016 quarterly report dated 29 April 2016. Reserve and Resources HALLS CREEK ORE RESERVE STATEMENT 2016 The Nicolsons Ore Reserve estimate is 418,897 tonnes at 7.17 g/t Aug for 96,551 ounces. Re-modelling of the developed zone at Nicolsons was undertaken in May 2016. The remainder of the Nicolsons Ore Reserve outside of the developed areas remains unchanged. The changes to the Ore Reserves at Nicolsons are attributable to Mining depletion (-12,159 ounces) and additional contained gold on developed levels (+22,348 ounces). Rowdies and Wagtail did not have an Ore Reserve in 2015, and the current Ore Reserve was calculated during the 2016 period. 8 BULLETIN RESOURCES LIMITED OPERATIONS REVIEW FOR THE YEAR ENDED 30 JUNE 2016 Deposit Reserve Category Tonnes Nicolsons Wagtail & Rowdies Proven Probable Total Nicolsons Proven Probable Total Wagtail & Rowdies Gold grade (g/t) 10.38 6.24 7.17 - 5.55 Ounces gold 2016 Ounces gold 2015 31,327 65,255 96,551 - 17,219 - 86,362 86,362 - - Variance Au oz 2016 - 2015 (oz) 31,327 (21,137) 10,189 - - 93,864 325,033 418,897 - 96,500 96,500 5.55 17,219 - 17,219 Total Reserve 515,397 6.59 109,220 86,362 22,858 HALLS CREEK MINERAL RESOURCE STATEMENT 2016 Re-modelling of the developed zone at Nicolsons was undertaken in May 2016. The remainder of the Nicolsons Mineral Resource outside of the developed areas remains unchanged. The changes to Mineral Resources at Nicolsons are attributable to Mining depletion (-12,159 ounces) and additional contained gold on developed levels (+3,701 ounces). In the table below the Halls Creek Mineral Resources includes the revised Nicolsons Mineral Resource at a cut-off grade of 2.5 g/t. Rowdies and Wagtail Mineral Resources have cut off grades of 0.6 g/t. Deposit Resource Category Tonnes Nicolsons Wagtail Rowdies Measured Indicated Inferred Total Nicolsons Indicated Inferred Total Wagtail Indicated Inferred Total Rowdies 46,186 478,686 195,042 719,914 236,000 17,000 253,000 52,000 13,000 65,000 Gold grade (g/t) 17.28 6.73 6.75 7.41 4.6 3.4 4.55 4.4 4.7 4.31 Ounces gold 2016 Ounces gold 2015 25,660 103,593 42,328 171,581 35,000 2,000 37,000 7,000 2,000 9,000 - 120,795 42,328 163,123 35,000 2,000 37,000 7,000 2,000 9,000 Variance Au oz 2016 - 2015 (oz) 25,660 (17,202) 8,458 0 0 Total Resources 1,037,914 6.52 217,581 209,130 8,458 Notes to Halls Creek Ore Reserve and Mineral Resource tables: 1 The Halls Creek Project Mineral Resource and Ore Reserve were estimated and reported to the ASX on 30 of May 2016. JORC 2012 Table 1 declarations are contained in a separate section of this report (see index). 2 3 Bulletin Resources held a 20% interest in the Halls Creek Project and as such had an equitable interest in 20% of the Ore Reserve and Mineral Resource up until completion of acquisition on 14 July 2016 4 Rounding errors may be included in the tables. 9 BULLETIN RESOURCES LIMITED OPERATIONS REVIEW FOR THE YEAR ENDED 30 JUNE 2016 Summary of Governance Arrangements and Internal Controls The Ore Reserve and Mineral Resource estimates are subject to governance arrangements and internal controls as described in Table 1. The Ore Reserve is estimated by suitably qualified employees and external consultants in accordance with the JORC Code, using industry standard techniques and internal guidelines for the estimation and reporting of Ore Reserves and Mineral Resources. The consultants have also carried out reviews of the quality and suitability of the data underlying the estimates, including a site visit of the project. Financial Due to the previously advised delay in commencement of production from the Nicolsons Gold Project and in order to pre-empt any temporary shortfall in immediate cash flow prior to commencement of production and gold sales revenue, in August 2015 Bulletin entered into an agreement for additional funding via a loan agreement with an independent party for an additional $600,000 to secure Bulletin’s share of joint venture funding of the Nicolsons Gold Project as it entered the production phase. As part of that funding arrangement the board of Bulletin agreed it would not draw down any remuneration until such time as the loan has been repaid. Furthermore, major shareholder Matsa Resources Limited has also entered into a Deed of Guarantee and Indemnity with the lender to guarantee repayment of the loan to a maximum of $350,000. The Bulletin board took the view that this loan funding was preferable to raising additional capital from shareholders and that once full production was achieved Bulletin will seek to repay the loan as early as possible. In addition the Company’s financiers, the Commonwealth Bank of Australia, amended the terms of the gold prepayment facility and hedge facility so that commencement of repayment would be deferred to January 2016 from its original November 2015 date in recognition of the delays to the commencement of production. In May 2016 after announcing the transaction to dispose of its 20% interest the Company decided that in order to fund the balance of its share of joint venture expenditure commitments during the period to settlement the Company entered into an additional short term loan from an independent party for $750,000 with an interest rate of 12% per annum. This short term loan as well as the existing loan were repaid in full subsequent to the end of the quarter. Bulletin commenced repayment of the Commonwealth Bank of Australia gold prepayment facility during the year but as part of the above transaction Pantoro assumed all loan repayment to the CBA from 1 May 2016. Bulletin delivered approximately 265 ounces of gold in loan repayments to CBA during the year up until 1 May 2016. As part of the transaction Bulletin no longer has any outstanding loan with the CBA. During the financial year Bulletin disposed of its original shareholding in Pantoro generating proceeds of approximately $1.18 million. Competent Persons Statements and JORC table Halls Creek Tenements – Exploration Targets, Exploration Results and Mineral Resources The information in this report that relates to Exploration Targets, Exploration Results and Mineral Resources is based on information compiled by Mr. Scott Huffadine (B.Sc. (Hons)) MAusIMM who is a full time employee and director of Pantoro Limited. Mr. Huffadine has sufficient experience which is 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 described by the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr. Huffadine consents to the inclusion in this report of the matters based on his information in the form and context 10 BULLETIN RESOURCES LIMITED OPERATIONS REVIEW FOR THE YEAR ENDED 30 JUNE 2016 in which it appears. Mr. Huffadine is eligible to participate in short and long term incentive plans of and holds shares and options in the Company as has been previously disclosed. Halls Creek Tenements – Ore Reserves The information in this report that relates to Ore Reserves is based on information compiled by Mr. Paul Cmrlec (B. Eng (Mining) (Hons)), MAusIMM who is the Managing Director of Pantoro Limited. Mr. Cmrlec has sufficient experience which is 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 described by the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr. Cmrlec consents to the inclusion in this report of the matters based on his information in the form and context in which it appears. Mr. Cmrlec is eligible to participate in short and long term incentive plans of and holds shares and options in the Company as has been previously disclosed. Halls Creek Tenements – Mineral Resources and Ore Reserves The information in this report that relates to Mineral Resources and Ore Reserves at the Halls Creek Project is extracted from the report entitled “Mineral Resource and Ore Reserve Upgrades Demonstrates Strong Growth Potential at Nicolsons” created on 30 May 2016 and is available to view on Pantoro’s website (http://www.pantoro.com.au/). The company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and, in the case of estimates of Mineral Resources or Ore Reserves that all material assumptions and the relevant market announcement continue to apply and have not materially changed. The company confirms that the form and context in which the Competent Persons’ findings are presented have not been materially modified from the original market announcement. technical parameters underpinning the estimates in 11 BULLETIN RESOURCES LIMITED DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 Your Directors present their report on the entity Bulletin Resources Limited (“Bulletin” or the “Company”) for the year ended 30 June 2016. 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 FCPA 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 Duesburys 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: 3,000,000 ordinary shares Robert Martin - Non- Executive Director 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: 39,784,133 ordinary shares Franciscus (Frank) Sibbel - Non- Executive Director 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 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 12 BULLETIN RESOURCES LIMITED DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 Interest in shares and options of the Company: 2,250,000 ordinary shares COMPANY SECRETARY Mr Andrew Chapman CA F Fin Mr Chapman is a chartered accountant with over 20 years’ experience with publicly listed companies where he has held positions as Company Secretary and Chief Financial Officer and has experience in the areas of corporate acquisitions, divestments and capital raisings. He has worked for a number of public companies in the mineral resources, oil and gas and technology sectors. He is currently a director of Matsa Resources Limited and Carnavale Resources Limited. Mr Chapman is an associate member of the Institute of Chartered Accountants (ICAA) and a Fellow of the Financial Services Institute of Australasia (Finsia). 13 BULLETIN RESOURCES LIMITED DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 PRINCIPAL ACTIVITIES Bulletin Resources Limited is a gold exploration company based in Perth, Western Australia. During the year the principal activities of the Group was the development of and subsequently production from the Nicolsons Gold Project in which the Group held a 20% interest. On 2 May 2016 the Group announced it had entered into a transaction to dispose of its interest in the Nicolsons Gold Project. Subsequent to the end of the financial year on 14 July 2016 the transaction settled resulting in the disposal of the Group’s major activity. FINANCIAL RESULTS AND FINANCIAL POSITION The Group’s net loss for the year after income tax is $1,042,338 (2015: Loss of $636,207). The Group’s net loss for the year includes the following items: • Revenue from gold sales of $3,698,379 (2015: Nil). • Loss on sale of investments of $71,014 (2015: Nil) • Cost of sales from production of $3,503,448 (2015: Nil) • Total corporate and administrative expenses of $304,855 (2015: $354,866) and director fees/employee benefits expense of $524,525 (2015: $223,239) were incurred for the year. • The write-off of exploration expenditure of $15,701 (2015: $20,158). • Share based payments expense of $Nil (2015: $45,358) • Loss from discontinued operations of $113,139 (2015: Nil) Review of Financial Condition As at 30 June 2016 the Group had net assets of $1,502,891 (2015: $$2,129,619). The Company raised $157,500 (2015: $682,129) before costs from the issue of shares during the financial year. Cash reserves at 30 June 2016 were $493,667 compared to $857,951 in the previous financial year. DIVIDENDS No dividend was paid or declared by Bulletin in the period since the end of the previous financial year, and up to the date of this report. The Directors do not recommend that any amount be paid by way of dividend. CORPORATE STRUCTURE Bulletin is a company limited by shares, which is incorporated and domiciled in Australia. EMPLOYEES The Group had no full time employees, three directors and one part time employee as at 30 June 2016 and in the previous financial year. 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. 14 BULLETIN RESOURCES LIMITED DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 EVENTS SUBSEQUENT TO THE REPORTING DATE On 7 July 2016 the Group held a shareholders meeting whereby shareholders approved of the disposal of the Group’s interest in the Nicolsons Gold Project and a proposed in-specie distribution of Pantoro shares to Bulletin shareholders. On 14 July 2016 the Group announced that it had settled the sale of its interest in the Nicolsons Gold Project to Pantoro and in return had received 130 million Pantoro fully paid ordinary shares. Bulletin sold 15 million Pantoro shares on the same date for $2.175M in proceeds. In addition the Group assigned its CBA secured gold prepayment and hedge facility to Pantoro resulting in it no longer having any secured debt. On 25 July 2016 the Group confirmed that it had completed the in-specie distribution of Pantoro shares on the basis of one Pantoro share for every two Bulletin shares held. This resulted in approximately 89.6 million Pantoro shares being distributed to Bulletin shareholders. On 26 July 2016 the Group repaid its unsecured loan facilities with Auro Pty Ltd via a cash payment of $1.27 million and the transfer of 1 million Pantoro shares. The Group is now debt free. There have been no other matters or circumstances that have arisen since the end of the financial year which have 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 financial years. FUTURE DEVELOPMENTS As described above there are no further likely developments. ENVIRONMENTAL REGULATIONS AND PERFORMANCE The group’s exploration activities are subject to various environmental laws and regulations under Australian Legislation. The Group has adequate systems in place for the management of its environmental obligations. The directors are not aware of any breaches of the legislation during the financial year which are material in nature. The Directors have considered the recently enacted National Greenhouse and Energy Reporting Act 2007 (the NGER Act) which introduces a single national reporting framework for the reporting and dissemination of information about greenhouse gas emissions, greenhouse gas projects, and energy use and production of corporations. At the current stage of development, the directors have determined that the NGER Act will have no effect on the Group for the current, nor subsequent, financial year. The directors will reassess this position as and when the need arises. MEETINGS OF DIRECTORS The number of meetings of directors held during the year and the number of meetings attended by each director were as follows: Directors Paul Poli Robert Martin Frank Sibbel Eligible Attended 7 7 7 7 7 7 15 BULLETIN RESOURCES LIMITED DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 DIRECTORS’ INTERESTS IN THE SHARES AND OPTIONS OF THE COMPANY As at the date of this report, the interests of the directors in the shares and options of Bulletin Resources Limited were: Paul Poli Frank Sibbel Robert Martin Number of Ordinary Shares 3,000,000 2,250,000 39,784,133 Options granted to directors and officers of the Company During or since the end of the financial year, the Company has granted no options over unissued ordinary shares in the Company to directors or officers of the Company as part of their remuneration. SHARE OPTIONS As at the date of this report there are no unissued ordinary shares of Bulletin Resources Limited under option. Option holders do not have any right, by virtue of the option, to participate in any share issue of the Company or any related body corporate. Shares Issued on Exercise of Options During or since the end of the financial year, the Company has issued 5,250,000 ordinary shares as a result of the exercise of options. Each option had an exercise price of $0.03 each. 16 BULLETIN RESOURCES LIMITED DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 REMUNERATION REPORT (Audited) Principles of Compensation This remuneration report for the year ended 30 June 2016 outlines the remuneration arrangements of the Company and the Group in accordance with the requirements of the Corporations Act 2001 (“the Act”) and its regulations. This information has been audited as required by section 308(3C) of the Act. The remuneration report details the remuneration arrangements for Key Management Personnel (“KMP”) who are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Group, directly or indirectly, including any director (whether executive or otherwise) of the parent company, and includes the four executives in the parent and the Group receiving the highest remuneration. For the purposes of this remuneration report, the term ‘executive’ includes the Executive Directors, Senior Executives and Secretary of the Parent and the Group. 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 E. Other Information 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 Position Non-Executive Chairman Non-Executive Director Non-Executive Director Mr Andrew Chapman Company Secretary Except as noted, the named persons held their current position for the whole of the financial year. There were no other changes to key management personnel after reporting date and before the date the financial report was authorised for issue. B. REMUNERATION POLICY Board Oversight of Remuneration Remuneration Committee In the opinion of the directors the Company is not of sufficient size to warrant the formation of a remuneration committee. It is the board of directors’ responsibility for determining and reviewing compensation arrangements for the directors and the senior executives. The Board assesses the appropriateness of the nature and amount of remuneration of Non-Executive Directors and Executives on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high performing Director and executive team. 17 BULLETIN RESOURCES LIMITED DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 Remuneration Approval Process The Board approves the remuneration arrangements of the Executive Directors and Executives and all awards made under the long-term incentive plan. The Board also sets the aggregate remuneration of non-executive directors which is then subject to shareholder approval. Remuneration Strategy The Company’s remuneration strategy is designed to attract, motivate and retain employees and non- executive directors by identifying and rewarding high performers and recognising the contribution of each employee to the continued growth and success of the Group. To this end, the Company embodies the following principles in its remuneration framework: • retention and motivation of key executives; • attraction of quality management to the Company; and • performance incentives which allow executives to share the rewards of the success of the Company. Remuneration Structure In accordance with best practice corporate governance, the structure of Non-Executive Director and Senior Management remuneration is separate and distinct. Remuneration report at 2015 Financial Year AGM The 2015 financial year remuneration report received positive shareholder support at the 2015 annual general meeting with a vote of 99.9% in favour. Non-Executive Director Remuneration Objective The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain Directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders. Remuneration Policy The Constitution and the ASX Listing Rules specify that the aggregate remuneration of Non-Executive Directors shall be determined from time to time by a general meeting. An amount not exceeding the amount determined is then divided between the Directors as agreed. The current aggregate remuneration is $350,000 per year. The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned amongst Directors is reviewed annually. The Board considers advice from external consultants as well as the fees paid to non-executive Directors of comparable companies when undertaking the annual review process. Each Director receives a fee for being a Director of the Company. No external advice was received during the year. Non-Executive Directors are encouraged by the Board to hold shares in the Company (purchased by the Director on market). It is considered good governance for Directors to have a stake in the Company on whose Board he or she sits. 18 BULLETIN RESOURCES LIMITED DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 Structure The remuneration of Non-Executive Directors consists of directors’ fees. Non-Executives are entitled to receive retirement benefits and to participate in any incentive programs. There are currently no specific incentive programs. The non-executive directors received a base fee of $36,000 per annum during the financial year for being a director of the Group. There are no additional fees for serving on any board committees. Non-executive directors can receive additional fees for work conducted for the Company outside the scope of their normal duties subject to being authorised by the Board. During the year there was an STI payment of $75,000 accrued for each of the directors in relation to the sale of the Company’s 20% interest in the Nicolsons Gold Project. The STI was paid in July 2016. The remuneration report for the Non-Executive Directors for the year ending 30 June 2016 and 30 June 2015 is detailed in this report. Executive Remuneration Structure Remuneration Policy The Company aims to reward executives with a level and mix of remuneration commensurate with their position and responsibilities within the Company. The current remuneration policy adopted is that no element of any executive package be directly related to the Company’s financial performance. Indeed there are no elements of any executive remuneration that are dependent upon the satisfaction of any specific condition. Remuneration is not linked to the performance of the Company but rather to the ability to attract and retain executives of the highest calibre. The overall remuneration policy framework however is structured in an endeavour to advance/create shareholder wealth. Structure In determining the level and make-up of executive remuneration, the Board engages external consultants as needed to provide independent advice. Remuneration consists of the following key elements: • Fixed remuneration (base salary and superannuation); and • Variable remuneration (short and long term incentives). The proportion of fixed remuneration and variable remuneration for each executive for the period ended 30 June 2016 and 30 June 2015 is detailed in this report. Fixed Remuneration Executive contracts of employment do not include any guaranteed base pay increase. Fixed remuneration is reviewed annually by the Board. The process consists of a review of the Company, business unit and individual performance, relevant comparative remuneration internally and externally and, where appropriate, external advice independent of management. Executives are given the opportunity to receive their fixed (primary) remuneration in a variety of forms including cash and fringe benefits such as motor vehicles. It is intended that the manner of payment chosen will be optimal for the recipient without creating undue cost for the Company. The fixed remuneration component for executives for the period ending 30 June 2016 and 30 June 2015 is detailed in this report. 19 BULLETIN RESOURCES LIMITED DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 Variable Remuneration – Short Term Incentive (STI) The objective of the STI is to link the increase in shareholder value over the year with the remuneration received by the Executives charged with achieving that increase. The total potential STI available is set at a level so as to provide sufficient incentive to the Executives to achieve the performance goals and such that the cost to the Group is reasonable in the circumstances. Annual STI payments granted to each Executive depend on their performance over the preceding year and are based on recommendations from the Executive Chairman following collaboration with the Board. The Board has no pre-determined performance criteria against which the amount of a STI is assessed and there are no pre-determined maximum possible values of award under the STI scheme. In assessing the value of an STI award to be granted the Board will give consideration to the contribution of the action being rewarded to the success of the Group. Based on the performance of the individuals and the Group, a discretionary STI cash bonus of $75,000 was awarded in respect of the 2016 financial year and no STI cash bonuses were paid in respect of the 2015 financial year. No discretionary STI cash bonuses relating to the 2016 or 2015 financial years will become payable in future financial years. Variable Remuneration – Long Term Incentive (LTI) The objective of the LTI plan is to reward Executives in a manner which aligns the element of remuneration with the creation of shareholder wealth. As such LTI’s are made to Executives who are able to influence the generation of shareholder wealth and thus have an impact on the Group’s performance. The level of LTI granted is, in turn, dependent on the Company’s recent share price performance, the seniority of the Executive and the responsibilities the Executive assumes in the Group. LTI grants to Executives are delivered in the form of employee share options. These options are issued at an exercise price determined by the Board at the time of issue. Typically, the grant of LTI’s occurs at the commencement of employment or in the event that the individual receives a promotion and, as such, is not subsequently affected by the individual’s performance over time. However, under certain circumstances, including breach of employment conditions, the Directors may cause the options to expire prior to their vesting date. The Group does have a policy to prohibit executives or directors from entering into arrangements to protect the value of unvested LTI awards. No performance measurements were set during the year as there are no executives. Other Benefits Key management personnel can receive additional benefits as non-cash benefits as part of the terms and conditions of their appointment. Non-cash benefits typically include car parking and expenses where the Company pays fringe benefits tax on these benefits. Company Performance and the Link to Remuneration Remuneration is not linked to the performance of the Company, but based on the ability to attract and retain executives of the highest calibre. The overall remuneration policy framework however is structured in an endeavour to advance/create shareholder wealth. The table below shows the performance of the Group as measured by share price. As at 30 June Closing share price Net comprehensive income/(loss) per year ended 2016 $0.071 2015 $0.02 2014 $0.014 2013 $0.017 2012 $0.075 (784,229) (1,007,455) 926,802 (3,831,844) (5,917,132) 20 5 0 0 5 . 0 5 2 6 . 6 8 6 5 . 1 9 6 5 . % e c n a m r o f r e P d e t a e R l 2 4 8 , 9 4 1 0 0 0 , 0 2 1 0 0 9 , 1 3 1 4 8 7 , 1 3 1 6 2 5 , 4 2 5 l a t o T $ e c n a m r o f r e P d e t a e R l % l a t o T $ - - - - - d e s a B e r a h S s t n e m y a P s n o i t p O $ - - - - - - 1 2 0 8 8 4 7 , 0 2 3 9 4 , 0 4 9 6 5 , 0 4 7 6 2 , - 9 9 3 6 5 , 9 7 2 , 4 6 2 0 4 6 8 , 0 2 3 4 , 0 4 6 8 , 0 8 2 7 1 , - 0 6 1 2 , 0 4 0 1 4 , d e s a B e r a h S s t n e m y a P s t i f e n e B t n e m y o p m E l t s o P m r e T t r o h S $ $ $ $ $ s n o i t p O t n e m e r i t e R n o i t a u n n a r e p u S s u n o B h s a C g n i t l u s n o C n o i t a n m r e T i - - - - - - - - - - - - - - - 0 0 0 , 5 7 0 0 0 , 5 7 0 0 0 , 5 7 0 0 0 , 9 2 4 8 , 8 3 0 0 9 , 0 2 4 5 9 0 1 , 4 5 9 0 1 , 3 9 4 , 8 6 3 9 4 , 3 9 2 - 2 4 7 , 9 5 - - - - - s t i f e n e B t n e m y o p m E l t s o P m r e T t r o h S t n e m e r i t e R n o i t a u n n a r e p u S s u n o B h s a C g n i t l u s n o C n o i t a n m r e T i $ $ $ $ - - - - - 1 1 4 3 , 1 1 4 3 , - - - - - - - - - - 0 0 0 , 9 0 6 6 , 3 0 4 2 , 0 3 0 0 9 , 2 4 - - - - - - - 0 0 0 , 6 3 0 0 0 , 6 3 0 0 0 , 6 3 & y r a a S l s e e F $ 7 3 3 , 2 5 7 3 3 , 0 6 1 0 0 0 , 6 3 0 0 0 , 6 3 0 0 0 , 6 3 0 0 1 , 8 1 & y r a a S l s e e F $ - 8 2 8 , 0 5 8 2 9 , 6 7 1 l e n n o s r e P t n e m e g a n a M y e K r e h t O ) i i ( n a m p a h C A l e n n o s r e P t n e m e g a n a M y e K l a t o T s r o t c e r i D e v i t u c e x e - n o N 6 1 0 2 n i t r a M R l e b b S F i i l o P P l e n n o s r e P t n e m e g a n a M y e K r e h t O ) i i ( n a m p a h C A ) i i i ( l s e m e N C l e n n o s r e P t n e m e g a n a M y e K l a t o T s r o t c e r i D e v i t u c e x e - n o N 5 1 0 2 ) i ( l d a r e g z t i F M n i t r a M R l e b b S F i i l o P P 4 1 0 2 r e b o t c O 1 n o y r a t e r c e S y n a p m o C s a d e t n o p p a i s a w n a m p a h C r M 5 1 0 2 y r a u n a J 2 1 n o d e n g s e r i l d a r e g z t i F r M ) i ( ) i i ( 4 1 0 2 r e b o t c O 1 n o d e n g s e r i ) y r a t e r c e S y n a p m o C ( s e m e N l r M ) i i i ( : s w o l l o f s a e r a l e n n o s r e P t n e m e g a n a M y e K d n a s r o t c e r i D e h t f o n o i t a r e n u m e r e h t f o t n u o m a d n a e r u t a n e h t f o s l i a t e D 6 1 0 2 - L E N N O S R E P T N E M E G A N A M Y E K D N A S R O T C E R D F O N O T A R E N U M E R I I . C 6 1 0 2 E N U J 0 3 D E D N E R A E Y E H T R O F T R O P E R ’ S R O T C E R D I I I D E T M L S E C R U O S E R N T E L L U B I BULLETIN RESOURCES LIMITED DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 C. KEY TERMS OF SERVICE AGREEMENTS Non-executive directors Each of the non-executive directors has an agreement with the Company which dictates the level of remuneration they receive as a non-executive director. Non-executive directors are paid $36,000 per annum. Each of the directors is able to receive additional fees for work conducted outside the normal scope of their duties. Other Key management personnel Company Secretary Mr Andrew Chapman, with effect from 1 October 2014, is employed as a casual employee with the Company and is remunerated on an hourly basis for the provision of company secretarial services. Mr Chapman has a formal service agreement with the Company. Termination can be made by either party with a two month notice period. D. OTHER INFORMATION Compensation Options and Performance Rights Granted and Vested during the year There were 3,750,000 options exercisable at $0.03 each and expiring 30 November 2017 on issue at the beginning of the period. No options were granted or vested during the year. All of the 3,750,000 options were exercised during the year in accordance with their terms and conditions. 2016 Shares Issued Paid per Share No. Cents P Poli F Sibbel R Martin A Chapman Total 1,000,000 2,000,000 500,000 250,000 3,750,000 3 3 3 3 There were no alterations to the terms and conditions of options granted as remuneration since their grant date. The maximum value of the award is equal to the number of options granted multiplied by the fair value at the grant date. The minimum value of the award in the event of forfeiture is zero. 22 BULLETIN RESOURCES LIMITED DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 REMUNERATION REPORT (Continued) Value of Options and Performance Rights granted as part of remuneration There were no options issued during the year. Shareholdings of Key Management Personnel Year Ended 30 June 2016 Paul Poli Robert Martin Frank Sibbel Andrew Chapman TOTAL Balance 1 July 2015 625,000 34,646,755 250,000 266,666 35,788,421 Granted as Remuneration - - - - - Options Exercised Other Changes 1,000,000 500,000 2,000,000 250,000 3,750,000 1,375,000 4,637,378 - - 14,212,584 Balance 30 June 2016 3,000,000 39,784,133 2,250,000 516,666 45,550,799 Option Holdings of Key Management Personnel Year Ended 30 June 2016 Paul Poli Robert Martin Frank Sibbel Andrew Chapman TOTAL Balance 1 July 2015 1,000,000 500,000 2,000,000 250,000 3,750,000 Granted as Remuneration Options Exercised - 1,000,000 500,000 - - 2,000,000 - 250,000 - 3,750,000 Net Change Other Balance 30 June 2016 - - - - - - - - - - Vested and Exercisable - - - - - Shares provided on exercise of remuneration options During the financial year ended 30 June 2016, 3,750,000 options were exercised at an exercise price of $0.03 each. Other transactions and balances with Key Management Personnel During the financial year the Company executed a services agreement with Matsa Resources Limited whereby Matsa would provide accounting and administrative services to the Company on a monthly arms-length basis and on commercial terms. Messrs Poli and Sibbel are directors of Matsa. In the current period $61,874 has been charged to Bulletin for these services (2015: $78,741). At 30 June 2016 there was an outstanding balance of $44,336 (2015: $12,482) owing to Matsa. There have been no loans made to Key Management Personnel during the 2016 reporting period (2015: nil). End of Audited Remuneration Report 23 BULLETIN RESOURCES LIMITED DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 INDEMNIFICATION During the year $6,044 (2015: $6,044) 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 August 2017. 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. PROCEEDINGS ON BEHALF OF COMPANY No person has applied for leave of Court to bring proceedings on behalf of the company or intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or any part of those proceedings. The Company was not a party to any such proceedings during the year. 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 77. Signed in accordance with a resolution of the Directors dated this 30th day of September 2016. 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 (2015: Nil). Signed in accordance with a resolution of the directors. _____________________________ Mr. Paul Poli Chairman 30 September 2016 24 BULLETIN RESOURCES LIMITED CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2016 The Board is responsible for the corporate governance of the Company. The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable. The Company’s governance approach aims to achieve exploration, development and financial success while meeting stakeholders’ expectations of sound corporate governance practices by proactively determining and adopting the most appropriate corporate governance arrangements. ASX Listing Rule 4.10.3 requires listed companies to disclose in their Annual Report the extent to which they have complied with the ASX Best Practice Recommendations of the ASX Corporate Governance Council in the reporting period. A description of the Company’s main corporate governance practices is set out below. The Corporate Governance Statement is current as at 30 June 2016, and has been approved by the Board of Directors. Where a recommendation has not been followed, that fact is disclosed, together with the reasons for the departure. All these practices, unless otherwise stated, were in place for the entire year. They comply with the ASX Corporate Governance Principles and Recommendations (3rd edition). For further information on corporate governance policies adopted by the Company, refer to the corporate governance section of our website: www.bulletinresources.com. 1. Compliance with Best Practice Recommendations The table below summaries the Company’s compliance with the Corporate Governance Council’s Recommendations: Principle # ASX Corporate Governance Council Recommendations Reference Comply Principle 1 Lay solid foundations for management and oversight 1.1 A listed entity should disclose: 2(a) Yes (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management. 1.2 A listed entity should: 2(b), 3(b) Yes (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director. 1.3 A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. 1.4 The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board. 1.5 A listed entity should: (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; 3(b) 2(e) 6(c) Yes Yes Yes 25 BULLETIN RESOURCES LIMITED CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2016 Principle # ASX Corporate Governance Council Recommendations Reference Comply 6(c) Yes 1.5 (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them, and either: (1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or (2) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. 1.6 A listed entity should: 2(h), 3(b) Yes (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. 1.7 A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. 3(b), Remuneration report Yes Principle 2 Structure the Board to add value 2.1 The board of a listed entity should: 3(b) No (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively. 2.2 A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership. 2(b) Yes 26 BULLETIN RESOURCES LIMITED CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2016 Principle # ASX Corporate Governance Council Recommendations Reference Comply 2.3 A listed entity should disclose: 2(b), 2(d) Yes (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 (which appears on page 16 of the ASX Recommendations and is entitled “Factors relevant to assessing the independence of a director”) but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director. 2.4 A majority of the board of a listed entity should be 2(d) independent directors. 2.5 The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity. 2.6 A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively. Principle 3 Act ethically and responsibly 3.1 A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it. Principle 4 Safeguard integrity in financial reporting 4.1 The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. 2(b), 2(c), 2(d) No No 3(b) Yes 6(a) Yes 3(a) No 27 BULLETIN RESOURCES LIMITED CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2016 Principle # ASX Corporate Governance Council Recommendations Reference Comply 4.2 The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. 4.3 A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit. Principle 5 Make timely and balanced disclosure 5.1 A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it. Principle 6 Respect the rights of security holders 5(c) Yes 4(a) Yes 4(b) Yes 6.1 A listed entity should provide information about itself and its 4(a), 4(b) governance to investors via its website. 6.2 A listed entity should design and implement an investor 5(a), 5(b) Yes Yes relations program to facilitate effective two-way communication with investors. 6.3 A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders. 4(a), 4(b) Yes 6.4 A listed entity should give security holders the option to 4(a), 4(b) Yes receive communications from, and send communications to, the entity and its security registry electronically. Principle 7 Recognise and manage risk 7.1 The board of a listed entity should: 3(a) No (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it the entity’s risk management employs framework. for overseeing 28 BULLETIN RESOURCES LIMITED CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2016 Principle # ASX Corporate Governance Council Recommendations Reference Comply 7.2 The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and (b) disclose, in relation to each reporting period, whether such a review has taken place. 7.3 A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes. 7.4 A listed entity should disclose whether it has any material exposure social sustainability risks and, if it does, how it manages or intends to manage those risks. to economic, environmental and 5(a), 5(b), 5(d) Yes 3(a) No 5(a) Yes Principle 8 Remunerate fairly and responsibly 8.1 The board of a listed entity should: 3(b) No (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and for directors and senior composition of remuneration executives and ensuring is appropriate and not excessive. remuneration that such 8.2 A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives. 8.3 A listed entity which has an equity-based remuneration into scheme should: (a) have a policy on whether participants are permitted to enter the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it. transactions (whether through 3(b), Remuneration Report 3(b), Remuneration Report Yes Yes 2. THE BOARD OF DIRECTORS 2(a) Roles and Responsibilities of the Board The role of the Board is to be accountable to the shareholders and investors for the overall performance of the Company and takes responsibility for monitoring the Company’s business and affairs and setting its strategic direction, establishing and overseeing the Company’s financial position provide leadership for and the supervision of the Company’s senior management. 29 BULLETIN RESOURCES LIMITED CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2016 2. THE BOARD OF DIRECTORS (continued) The Board is responsible for: • Appointing, evaluating, rewarding and if necessary the removal of the Chief Executive Officer ("CEO") and senior management; • • • • • • • • • Development of corporate objectives and strategy with management and approving plans, new investments, major capital and operating expenditures and major funding activities proposed by management; Monitoring actual performance against defined performance expectations and reviewing operating information to understand at all times the state of the health of the Company; Assessing the effectiveness of senior management’s implementation of systems and the management of business risks, safety and occupational health, environmental issues and community development; Satisfying itself that the financial statements of the Company fairly and accurately set out the financial position and financial performance of the Company for the period under review; Satisfying itself that there are appropriate reporting systems and controls in place to assure the Board that proper operational, financial, compliance, risk management and internal control process are in place and functioning appropriately. Approving and monitoring financial and other reporting; Assuring itself that appropriate audit arrangements are in place; Ensuring that the Company acts legally and responsibly on all matters and approving the Company’s policies on risk oversight and management, internal compliance and control, Code of Conduct, and legal compliance and assuring itself that the Company practice is consistent with that Code; and other policies; and Reporting to and advising shareholders. Other than as specifically reserved to the Board, responsibility for the day-to-day management of the Company’s business activities is delegated to the Chief Executive Officer and Executive Management. 2(b) Board Composition The Directors determine the composition of the Board employing the following principles: • the Board, in accordance with the Company’s constitution must comprise a minimum of three Directors; • • • • the roles of the Chairman of the Board and of the Chief Executive Officer should be exercised by different individuals; the majority of the Board should comprise Directors who are non-executive; the Board should represent a broad range of qualifications, experience and expertise considered of benefit to the Company; and the Board must be structured in such a way that it has a proper understanding of, and competency in, the current and emerging issues facing the Company, and can effectively review management’s decisions. The Board is currently comprised of three non-executive Directors, two of which are also directors of the major shareholder, Matsa Resources Limited, and the remaining director is also the second largest shareholder. Details of the members of the Board, their experience, expertise, qualifications, terms of office and independent status are set out in the Directors’ Report of the Annual Report under the heading “Directors”. The Board composition is such that the Company does not comply with Recommendation 2.1 as there are no independent non-executive directors. The Company’s constitution requires one-third of the Directors (or the next lowest whole number) to retire by rotation at each Annual General Meeting (AGM). The Directors to retire at each AGM are those who have been longest in office since their last election. 30 BULLETIN RESOURCES LIMITED CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2016 2. THE BOARD OF DIRECTORS (continued) Where Directors have served for equal periods, they may agree amongst themselves or determine by lot who will retire. A Director must retire in any event at the third AGM since he or she was last elected or re-elected. Retiring Directors may offer themselves for re-election. A Director appointed as an additional or casual Director by the Board will hold office until the next AGM when they may be re-elected. The Chief Executive Officer is not subject to retirement by rotation and, along with any Director appointed as an additional or casual Director, is not to be taken into account in determining the number of Directors required to retire by rotation. The Company does not have a Chief Executive Officer. 2(c) Chairman and Chief Executive Officer leadership of the Board; The Chairman is responsible for: • • • the efficient organisation and conduct of the Board’s functions; the promotion of constructive and respectful relations between Board members and between the Board and management; • • • contributing to the briefing of Directors in relation to issues arising at Board meetings; facilitating the effective contribution of all Board members; and committing the time necessary to effectively discharge the role of the Chairman. The Board does not comply with the ASX Recommendations 2.2 and 2.3 in that the Chairman is not an independent Director (refer to 2(d) Independent Directors). Any executive duties are carried out by the Chairman or other board members as required. The Board has considered this matter and decided that the non-compliance does not affect the operation of the Company. The Chief Executive Officer is responsible for: • • implementing the Company’s strategies and policies; and running the affairs of the Company under the delegated authority from the Board. The roles of the Chairman and the Chief Executive Officer are not separate with any executive duties being undertaken by the Chairman. 2(d) Independent Directors The Company recognises that independent directors are important in assuring shareholders that the Board is properly fulfilling its role and is diligent in holding senior management accountable for its performance. The Board assesses each of the directors against specific criteria to decide whether they are in a position to exercise independent judgment. Directors of Bulletin Resources Limited are considered to be independent when they are independent of management and free from any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the exercise of their unfettered and independent judgement. In making this assessment, the Board considers all relevant facts and circumstances. Relationships that the Board will take into consideration when assessing independence are whether a Director: • • is a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company; is employed, or has previously been employed in an executive capacity by the Company or another Company member, and there has not been a period of at least three years between ceasing such employment and serving on the Board; 31 BULLETIN RESOURCES LIMITED CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2016 2. THE BOARD OF DIRECTORS (continued) • • • has within the last three years been a principal of a material professional advisor or a material consultant to the Company or another Company member, or an employee materially associated with the service provided; is a material supplier or customer of the Company or other Company member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer; or has a material contractual relationship with the Company or another Company member other than as a Director. The Company does not comply with ASX Recommendation 2.4. The Company has three non- executive Directors who all represent significant shareholders. In accordance with the definition of independence above the Company is considered to have no independent directors. The Board believes that the Company is not of sufficient size to warrant the appointment of more independent non-executive Directors in order to meet the ASX recommendation of maintaining a majority of independent non-executive Directors. The Company maintains a mix of Directors from different backgrounds with complementary skills and experience. 2(e) Company Secretary The appointment, performance, review, and where appropriate, the removal of the Company Secretary is a key responsibility of the Board. All directors have access to the Company Secretary who is accountable directly to the Board, through the Chairman, on all matters to do with the proper functioning of the Board. 2(f) Avoidance of conflicts of interest by a Director In order to ensure that any interests of a Director in a particular matter to be considered by the Board are known by each Director, each Director is required by the Company to disclose any relationships, duties or interests held that may give rise to a potential conflict. Directors are required to adhere strictly to constraints on their participation and voting in relation to any matters in which they may have an interest. 2(g) Board access to information and independent advice Directors are able to access members of the management team at any time to request relevant information. There are procedures in place, agreed by the Board, to enable Directors, in furtherance of their duties, to seek independent professional advice at the company’s expense. 2(h) Review of Board performance The performance of the Board is reviewed regularly by the Chairman. The Chairman conducts performance evaluations which involve an assessment of each Board member’s performance against specific and measurable qualitative and quantitative performance criteria. The performance criteria against which directors and executives are assessed is aligned with the financial and non-financial objectives of Bulletin Resources Limited. Directors whose performance is consistently unsatisfactory may be asked to retire. 3. BOARD COMMITTEES 3(a) Audit Committee Given the size and scale of the Company’s operations the full Board undertakes the role of the Audit Committee. The Audit Committee does not comply with ASX Recommendation 4.1 as all directors are non-executive and none are considered to be independent Directors (refer 2(d)). The role and responsibilities of the Audit Committee are summarised below. The Audit Committee is responsible for reviewing the integrity of the Company’s financial reporting and overseeing the independence of the external auditors. The Board sets aside time to deal with issues and responsibilities usually delegated to the Audit Committee to ensure the 32 BULLETIN RESOURCES LIMITED CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2016 3. BOARD COMMITTEES (continued) 3(a) Audit Committee (continued) integrity of the financial statements of the Consolidated Entity and the independence of the auditor. The Board reviews the audited annual and half-year financial statements and any reports which accompany published financial statements and recommends their approval to the members. The Board also reviews annually the appointment of the external auditor, their independence and their fees. The Board is also responsible for establishing policies on risk oversight and management. The Company has not formed a separate Risk Management Committee due to the size and scale of its operations. External Auditors The Company’s policy is to appoint external auditors who clearly demonstrate quality and independence. The performance of the external auditor is reviewed annually and applications for tender of external audit services are requested as deemed appropriate, taking into consideration assessment of performance, existing value and tender costs. It is BDO Audit (WA) Pty Ltd’s policy to rotate engagement partners on listed companies at least every five years. An analysis of fees paid to the external auditors, including a break-down of fees for non-audit services, is provided in the notes to the financial statements in the Annual Report. There is no indemnity provided by the Company to the auditor in respect of any potential liability to third parties. The external auditor is requested to attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and preparation and content of the audit report. The directors are satisfied that the provision of any non-audit services during the year by the auditors is compatible with the general standard of independence for auditors imposed by the Corporations Act. The directors are satisfied that the provision of any non-audit services does not compromise the auditor’s independence requirements of the Corporations Act because the services were provided by persons who were not involved in the audit. 3(b) Remuneration and Nomination Committee The role of a Remuneration Committee is to assist the Board in fulfilling its responsibilities in respect of establishing appropriate remuneration levels and incentive policies for employees. The Board has not established a separate Remuneration Committee due to the size and scale of its operations. This does not comply with Recommendation 2.1 however the Board as a whole takes responsibility for such issues. The responsibilities include setting policies for senior officers remuneration, setting the terms and conditions for the CEO, reviewing and making recommendations to the Board on the Company’s incentive schemes and superannuation arrangements, reviewing the remuneration of both executive and non-executive directors and undertaking reviews of the CEO’s performance. There is currently no CEO or any senior officers for the Company and the structure outlined reflects the general nature of how the Board would make such appointments. The Company has structured the remuneration of its senior executives such that it comprises a fixed salary and statutory superannuation. From time to time senior executives are issued options. The Company believes that by remunerating senior executives in this manner it rewards them for performance and aligns their interests with those of shareholders and increases the Company’s performance. 33 BULLETIN RESOURCES LIMITED CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2016 3. BOARD COMMITTEES (continued) Non-executive directors are paid their fees out of the maximum aggregate amount approved by shareholders for non-executive director remuneration. The remuneration received by directors and executives in the current period is contained in the “Remuneration Report” within the Directors’ Report of the Annual Report. 4. TIMELY AND BALANCED DISCLOSURE 4(a) Shareholder communication The Company believes that all shareholders should have equal and timely access to material information about the Company including its financial situation, performance, ownership and governance. The Company’s “ASX Disclosure Policy” encourages effective communication with its shareholders by requiring that Company announcements: • • • • be expressed in a clear and objective manner to allow investors to assess the impact of the information when making investment decisions; be factual and subject to internal vetting and authorisation before issue; not omit material information; be made in a timely manner; • • be in compliance with ASX Listing Rules continuous disclosure requirements; and be placed on the Company’s website promptly following release. Shareholders are encouraged to participate in general meetings. Copies of addresses by the Chairman or Chief Executive Officer are disclosed to the market and posted on the Company’s website. The Company’s external auditor attends the Company’s annual general meeting to answer shareholder questions about the conduct of the audit, the preparation and content of the audit report, the accounting policies adopted by the Company and the independence of the auditor in relation to the conduct of the audit. 4(b) Continuous disclosure policy The Company is committed to ensuring that shareholders and the market are provided with full and timely information and that all stakeholders have equal opportunities to receive externally available information issued by the Company. The Company’s “ASX Disclosure Policy” described in 4(a) reinforces the Company’s commitment to continuous disclosure and outline management’s accountabilities and the processes to be followed for ensuring compliance. The policy also contains guidelines on information that may be price sensitive. The Company Secretary has been nominated as the person responsible for communications with the ASX. This role includes responsibility for ensuring compliance with the continuous disclosure requirements with the ASX Listing Rules and overseeing and coordinating information disclosure to the ASX. 5. RECOGNISING AND MANAGING RISK The Board is responsible for ensuring there are adequate policies in relation to risk management, compliance and internal control systems. The Company’s policies are designed to ensure strategic, operational, legal, reputation and financial risks are identified, assessed, effectively and efficiently managed and monitored to enable achievement of the Company’s business objectives. A written policy in relation to risk oversight and management has been established (“Risk Management Policy”). Considerable importance is placed on maintaining a strong control environment. There is an organisation structure with clearly drawn responsibilities. 5(a) Board oversight of the risk management system The Board considers risks and discusses risk management at each Board meeting. Review of the risk management framework is an on-going process rather than an annual formal review. The Company’s main areas of risk include: 34 BULLETIN RESOURCES LIMITED CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2016 5. RECOGNISING AND MANAGING RISK (continued) 5(a) Board oversight of the risk management system (continued) joint venture management; • exploration; • security of tenure including native title risk; • • new project acquisitions; • environment; • occupational health and safety; • government policy changes; • • commodity prices; • • • continuous disclosure obligations. retention of key staff; financial reporting; and funding; The principle aim of the system of internal control is the management of business risks, with a view to enhancing the value of shareholders' investments and safeguarding assets. Although no system of internal control can provide absolute assurance that the business risks will be fully mitigated, the internal control systems have been designed to meet the Company's specific needs and the risks to which it is exposed. The Board is also responsible for identifying and monitoring areas of significant business risk. Internal control measures currently adopted by the Board include: a. regular reporting to the Board in respect of operations and the Company’s financial position; and regular reports to the Board by appropriate members of the management team and/or independent advisers, outlining the nature of particular risks and highlighting measures which are either in place or can be adopted to manage or mitigate those risks. b. The Company’s risk management system is evolving. It is an on-going process and it is recognised that the level and extent of the risk management system will evolve commensurate with the development and growth of the Company’s activities. 5(b) Risk management roles and responsibilities The Board is responsible for approving and reviewing the Company’s risk management strategy and policy. Executive management is responsible for implementing the Board approved risk management strategy and developing policies, controls, processes and procedures to identify and manage risks in all of the Company’s activities. The Board is responsible for satisfying itself that management has developed and implemented a sound system of risk management and internal control. 5(c) Chief Executive Officer and Chief Financial Officer Certification The Chief Executive Officer and Chief Financial Officer provide to the Board written certification that in all material respects: (a) The Company’s financial statements present a true and fair view of the Company’s financial condition and operational results and are in accordance with relevant accounting standards; (b) The statement given to the Board on the integrity of the Company’s financial statements is founded on a sound system of risk management and internal compliance and controls which implements the policies adopted by the Board; and The Company’s risk management an internal compliance and control system is operating efficiently and effectively in all material respects. (c) As there is currently no CEO appointed the Chairman fulfills this role. 35 BULLETIN RESOURCES LIMITED CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2016 5. RECOGNISING AND MANAGING RISK (continued) 5(d) Internal review and risk evaluation Assurance is provided to the Board by executive management on the adequacy and effectiveness of management controls for risk on a regular basis. 6. ETHICAL AND RESPONSIBLE DECISION MAKING 6(a) Code of Ethics and Conduct The Board endeavours to ensure that the Directors, officers and employees of the Company act with integrity and observe the highest standards of behaviour and business ethics in relation to their corporate activities. The “Code of Conduct” sets out the principles, practices, and standards of personal behaviour the Company expects people to adopt in their daily business activities. All Directors, officers and employees are required to comply with the Code of Conduct. Senior managers are expected to ensure that employees, contractors, consultants, agents and partners under their supervision are aware of the Company’s expectations as set out in the Code of Conduct. All Directors, officers and employees are expected to: (i) Comply with the law; (ii) Act in the best interests of the Company; (iii) Be responsible and accountable for their actions; and (iv) Observe the ethical principles of fairness, honesty and truthfulness, including prompt disclosure of positional conflicts. 6(b) Policy concerning trading in Company securities The Company’s “Securities Trading Policy” applies to all directors, officers and employees. The Securities Trading Policy 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 Policy. 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. • If the Chairman wishes to buy or sell shares he must first obtain clearance from the Board. • Other officers and employees must receive clearance from the Managing Director before they 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 Securities Trading Policy is available in the Corporate Governance Plan on the Company’s website at www.bulletinresources.com. 6(c) Policy concerning diversity The Company encourages diversity in employment throughout the Company and in the composition of the Board, as a mechanism to ensure that the Company is able to draw on a variety of skill, talent and previous experiences in order to maximise the Company’s performance. 36 BULLETIN RESOURCES LIMITED CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2016 6. ETHICAL AND RESPONSIBLE DECISION MAKING (Continued) The Company’s “Diversity Policy” has been implemented to ensure the Company has the benefit of a diverse range of employees with different skills, experience, age, gender, race and cultural backgrounds, and that the Company reports its results on an annual basis in achieving measurable targets which are set by the Board as part of implementation of the Diversity Policy. The Diversity Policy is available on the Corporate Governance section of the Company’s website. Given the size of the Company, the Company has no employees other than the Board and the Company Secretary/CFO and as such no measurable objectives or strategies have been set. However the Company has disclosed below the number of female employees in the Company, in senior executive positions and on the Board. The Company currently has no females in senior executive positions or on the Board. 37 BULLETIN RESOURCES LIMITED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2016 Notes 2016 $ 2015 $ Revenue from continuous operations Interest received Other expenses Listing and share registry expense Depreciation Professional fees Directors fees Exploration cost written off Legal fees Administration expenses Employee benefit expense Finance costs Loss on sale of investments Loss on sale of plant and equipment Share based payments expense Audit fees & other services Expenses from operations Loss from operations before income tax expense Income tax expense Loss from continuing operations Loss from discontinued operations Loss for the year Other comprehensive income Items that may be reclassified subsequently through profit or loss Net change in fair value of available-for-sale financial assets Available-for-sale financial assets – realised in profit or loss on disposal Total comprehensive profit/(loss) for the year Total comprehensive loss for the year attributable to members of Bulletin Resources Limited Loss per share for the year from continuing operations attributable to the members of Bulletin Resources Limited Basic (loss) per share (cents) Diluted (loss) per share (cents) Loss per share for the year attributable to the members of Bulletin Resources Limited Basic (loss) per share (cents) Diluted (loss) per share (cents) 2 7 21 10 9 19 19 - - 47 47 11,739 27,680 (29,039) (9,700) - (392,742) (15,701) (93,113) (133,144) (131,785) (126,236) (71,013) (2,045) - (49,559) (1,054,077) (1,042,338) - (1,042,338) (28,750) (20,313) (13,887) (169,000) (20,158) (158,042) (125,079) (54,239) - - - (45,358) (29,108) (663,934) (636,207) - (636,207) (113,139) - (1,155,477) (636,207) 298,937 (371,248) 72,311 - 371,248 (371,248) (784,229) (1,007,455) (0.60) (0.60) (0.66) (0.66) (0.45) (0.45) - - The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes. 38 BULLETIN RESOURCES LIMITED STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 30 JUNE 2016 NOTES 2016 $ 2015 $ CURRENT ASSETS Cash and cash equivalents Trade and other receivables Inventories Available-for-sale financial assets Assets classified as held for sale TOTAL CURRENT ASSETS NON-CURRENT ASSETS Mine property and development Plant & equipment Exploration expenditure capitalised TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Provisions Finance lease Borrowings Deferred revenue 3 4 5 6 9 8 7 11 12 13 14 15 Liabilities directly associated with assets classified as held for sale 9 493,667 - - - 493,667 5,820,600 6,314,267 - - - - 6,314,267 776,311 - - 1,386,365 - 2,162,676 2,648,700 857,951 810,652 8,986 883,924 2,561,513 - 2,561,513 1,059,136 1,690,719 299,463 3,049,318 5,610,831 790,441 9,305 21,895 - 567,642 1,389,283 - TOTAL CURRENT LIABILITIES 4,811,376 1,389,283 NON-CURRENT LIABILITIES Provisions Deferred revenue TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY 13 15 16 17 18 - - - 4,811,376 1,502,891 359,570 1,732,358 2,091,928 3,481,211 2,129,620 14,647,689 47,808 (13,192,606) 1,502,891 14,490,189 (323,440) (12,037,129) 2,129,620 The above statement of financial position should be read in conjunction with the accompanying notes. 39 BULLETIN RESOURCES LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2016 Issued Capital Accumulated Losses Other Reserves Total Equity Settled Benefits Reserve $ $ $ $ $ Balance at 1 July 2014 13,849,255 (11,400,922) 2,450 - 2,450,783 Loss attributable to members Total comprehensive loss for the year Transactions with owners in their capacity as owners Issue of shares Share issue costs Share based payments - - 682,130 (41,196) - (636,207) - (371,248) (1,007,455) (636,207) (371,248) (1,007,455) - - - 45,358 - - - 682,130 (41,196) 45,358 Balance at 30 June 2015 14,490,189 (12,037,129) 47,808 (371,248) 2,129,620 Issued Capital Accumulated Losses Other Reserves Total Equity Settled Benefits Reserve $ $ $ $ $ Balance at 1 July 2015 14,490,189 (12,037,129) 47,808 (371,248) 2,129,620 Loss attributable to members Loss discontinued operations attributable to Total comprehensive loss for the year Transactions with owners in their capacity as owners Issue of shares Share issue costs Share based payments - - - (1,042,338) (113,139) (1,155,477) 157,500 - - - - - - - - - - - Balance at 30 June 2016 14,647,689 (13,192,606) 47,808 371,248 (671,090) - (113,139) 371,248 (784,229) - - - - 157,500 - - 1,502,891 The above statement of changes in equity should be read in conjunction with the accompanying notes. 40 BULLETIN RESOURCES LIMITED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2016 CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Payments to suppliers and employees Interest received Interest paid Net cash inflows/(outflows) in operating activities (Note 3b) CASH FLOWS FROM INVESTING ACTIVITIES Payments for plant and equipment Payments for exploration expenditure Proceeds from sale of available-for-sale-investments Proceeds on sale of plant and equipment Payments for other joint venture activities Payments to joint venture for plant and equipment Payments to joint venture for exploration Payments to joint venture for mine properties Net cash inflows/(outflows) by investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares Capital raising costs Proceeds from loan monies Gold loan (Note 15) Net cash inflows by financing activities INCREASE/(DECREASE) IN CASH AND CASH NET 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) 2016 2015 3,348,529 (3,061,176) 11,739 (89,871) 209,221 47 (575,211) 25,815 - (549,349) - - 1,184,858 20,000 - (1,439,177) (47,848) (1,798,838) (2,081,005) - (14,373) - - (56,312) (1,501,775) (8,743) (799,501) (2,380,704) 157,500 - 1,350,000 - 1,507,500 682,130 (41,196) - 2,300,000 2,940,934 (364,284) 10,881 857,951 847,070 493,667 857,951 The above statement of cash flow should be read in conjunction with the accompanying notes. 41 BULLETIN RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES The consolidated financial report of Bulletin Resources Limited for the year ended 30 June 2016 were authorised for issue in accordance with a resolution of the Board of Directors on 30 September 2016. Bulletin Resources Limited is a for-profit entity limited by shares incorporated and domiciled in Australia whose shares are publicly traded on the Australian Securities Exchange. The nature of the operations and principal activities of the Group are described in the Directors’ Report. 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. 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 financial report complies with Australian Accounting Standards as issued by the Australian Accounting Standards Board which include International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. Adoption of new accounting standards In the current year, the Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to its operations and effective for annual reporting periods beginning on 1 July 2015. The adoption of these new and revised Standards and Interpretations did not have any effect on the financial position or performance of the Group. The Australian Standards and Interpretations mandatory for reporting periods beginning on or after 1 July 2015, adopted include the following. Adoption of these Standards and Interpretations did not have any effect on the financial position or the performance of the Group. Reference Title Summary AASB 2013-9 Amendments to Australian Accounting Standards – Conceptual Framework, Materiality and Financial Instruments The Standard contains three main parts and makes amendments to a number Standards and Interpretations. Part A of AASB 2013-9 makes consequential amendments arising from the issuance of AASB CF 2013-1. Part B makes amendments to particular Australian Accounting Standards to delete references to AASB 1031 and also makes minor editorial amendments to various other standards. Application Date of Standard * Application Date for Consolidated Entity * 1 January 2015 1 July 2015 42 BULLETIN RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 Reference Title Summary The Standard completes the AASB’s project to remove Australian guidance on materiality from Australian Accounting Standards. AASB 2015-3 Amendments to Australian Accounting Standards arising from the Withdrawal of AASB 1031 Materiality Application Date of Standard * Application Date for Consolidated Entity * 1 July 2015 1 July 2015 *Designates the beginning of the applicable annual reporting period unless otherwise stated. The following standards and interpretations have been issued by the AASB, but are not yet effective and have not been adopted by the Group for the period ending 30 June 2016. The Directors have not yet determined the impact of new and amended accounting standards and interpretations applicable 1 July 2016. Application Date of Standard * 1 January 2018 Application Date for Consolidated Entity * 1 July 2018 Reference Title Summary AASB 9 Financial Instruments AASB 9 (December 2014) is a new standard which replaces AASB 139. This new version supersedes AASB 9 issued in December 2009 (as amended) and AASB 9 (issued in December 2010) and includes a model for classification and measurement, a single, forward-looking ‘expected loss’ impairment model and a substantially-reformed approach to hedge accounting. AASB 9 is effective for annual periods beginning on or after 1 January 2018. However, the Standard is available for early adoption. The own credit changes can be early adopted in isolation without otherwise changing the accounting for financial instruments. Classification and measurement AASB 9 includes requirements for a simpler approach for classification and measurement of financial assets compared with the requirements of AASB 139. There are also some changes made in relation to financial liabilities. The main changes are described below. a. Financial assets that are debt instruments will be classified based on (1) the objective of the entity's business model for managing the financial assets; (2) the characteristics of the contractual cash flows. b. Allows an irrevocable election on initial recognition to in equity losses on present gains and investments in other instruments that are not held for trading comprehensive income. Dividends in respect of these investments that are a return on investment can be recognised in profit or loss and there is no impairment or recycling on disposal of the instrument. c. Financial assets can be designated and measured at fair value through profit or loss at initial recognition if doing so eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets or liabilities, or recognising the gains and losses on them, on different bases. 43 BULLETIN RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 Reference Title Summary AASB 9 Financial Instruments AASB 2014-3 AASB 2014-4 Amendments to Australian Accounting Standards – Accounting for Acquisitions of Interests in Joint Operations [AASB 1 & AASB 11] Clarification of Acceptable Methods of Depreciation and Amortisation (Amendments to AASB 116 and AASB 138) • d. Where the fair value option is used for financial liabilities the change in fair value is to be accounted for as follows: The change attributable to changes in credit risk are presented in other comprehensive income (OCI). The remaining change is presented in profit or loss. • AASB 9 also removes the volatility in profit or loss that was caused by changes in the credit risk of liabilities elected to be measured at fair value. This change in accounting means that gains or losses attributable to changes in the entity’s own credit risk would be recognised in OCI. These amounts recognised in OCI are not recycled to profit or loss if the liability is ever repurchased at a discount. Impairment The final version of AASB 9 introduces a new expected-loss impairment model that will require more timely recognition of expected credit losses. Specifically, the new Standard requires entities to account for expected credit losses from when financial instruments are first recognised and to recognise full lifetime expected losses on a more timely basis. . AASB 2014-3 amends AASB 11 to provide guidance on the accounting for acquisitions of interests in joint operations in which the activity constitutes a business. The amendments require: (a) the acquirer of an interest in a joint operation in which the activity constitutes a business, as defined in AASB 3 Business Combinations, to apply all of the principles on business combinations accounting in AASB 3 and other Australian Accounting Standards except for those principles that conflict with the guidance in AASB 11; and (b) the acquirer to disclose the information required by AASB 3 and other Australian Accounting Standards for business combinations. This Standard also makes an editorial correction to AASB 11. AASB 116 and AASB 138 both establish the principle for the basis of depreciation and amortisation as being the expected pattern of consumption of the future economic benefits of an asset. The IASB has clarified that the use of revenue-based methods to calculate the depreciation of an asset is not appropriate because revenue generated by an activity that includes the use of an asset generally reflects factors other than the consumption of the economic benefits embodied in the asset. The amendment also clarified that revenue is generally presumed to be an inappropriate basis for measuring the consumption of the economic benefits embodied in an intangible asset. This presumption, however, can be rebutted in certain limited circumstances. Application Date of Standard * Application Date for Consolidated Entity * 1 January 2018 1 July 2018 1 January 2016 1 July 2016 1 January 2016 1 July 2016 44 BULLETIN RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 Reference Title Summary AASB 15 Revenue from Contracts with Customers AASB 1057 Application of Australian Accounting Standards (Interpretation 13 Customer Interpretation 15 Agreements AASB 15 Revenue from Contracts with Customers replaces the existing revenue recognition standards AASB 111 Construction Contracts, AASB 118 Revenue and related Interpretations Loyalty the Programmes, Construction of Real Estate, Interpretation 18 Transfers of Assets from Customers, Interpretation 131 Revenue—Barter Transactions and Interpretation 1042 Subscriber Acquisition Costs in the Telecommunications Industry). AASB 15 incorporates the requirements of IFRS 15 Revenue from Contracts with Customers issued by the International Accounting Standards Board (IASB) and developed jointly with the US Financial Accounting Standards Board (FASB). Advertising Involving Services for AASB 15 specifies the accounting treatment for revenue arising from contracts with customers (except for contracts within the scope of other accounting standards such as leases or financial instruments).The core principle of AASB 15 is that an entity recognises revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognises revenue in accordance with that core principle by applying the following steps: (a) Step 1: Identify the contract(s) with a customer (b) Step 2: Identify the performance obligations in the contract (c) Step 3: Determine the transaction price (d) Step 4: Allocate the transaction price to the performance obligations in the contract (e) Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation AASB 2015-8 amended the AASB 15 effective date so it is now effective for annual reporting periods commencing on or after 1 January 2018. Early application is permitted. AASB 2014-5 incorporates the consequential amendments to a number Australian Accounting Standards (including Interpretations) arising from the issuance of AASB 15. the requirements on AASB 2016-3 Amendments to Australian Accounting Standards – Clarifications to AASB 15 amends AASB 15 to clarify identifying performance obligations, principal versus agent considerations and the timing of recognising revenue from granting a licence and provides further practical expedients on transition to AASB 15. This Standard lists the application paragraphs for each other Standard (and Interpretation), grouped where they are the same. Accordingly, paragraphs 5 and 22 respectively specify the application paragraphs for Standards and Interpretations in general. Differing application paragraphs are set out for individual Standards and Interpretations or grouped where possible. The application paragraphs do not affect requirements in other Standards that specify that certain paragraphs apply only to certain types of entities. Application Date of Standard * Application Date for Consolidated Entity * 1 January 2018 1 July 2018 1 January 2016 1 July 2016 45 BULLETIN RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 Application Date of Standard * Application Date for Consolidated Entity * 1 January 2016 1 July 2016 Reference Title Summary AASB 2015-1 Amendments to Australian Accounting Standards – Annual Improvements to Australian Accounting Standards 2012– 2014 Cycle The subjects of the principal amendments to the Standards are set out below: AASB 5 Non-current Assets Held for Sale and Discontinued Operations: • Changes in methods of disposal – where an entity reclassifies an asset (or disposal group) directly from being held for distribution to being held for sale (or vice versa), an entity shall not follow the guidance in paragraphs 27–29 to account for this change. is AASB 7 Financial Instruments: Disclosures: • Servicing contracts - clarifies how an entity should apply the guidance in paragraph 42C of AASB 7 to a servicing contract ‘continuing to decide whether a servicing contract involvement’ for the purposes of applying the disclosure requirements in paragraphs 42E–42H of AASB 7. • Applicability of the amendments to AASB 7 to condensed interim financial statements - clarify that the additional disclosure required by the amendments to AASB 7 Disclosure–Offsetting Financial Assets and Financial Liabilities is not specifically required for all interim periods. However, the additional disclosure is required to be given in condensed interim financial statements that are prepared in accordance with AASB 134 Interim Financial Reporting when its inclusion would be required by the requirements of AASB 134. AASB 119 Employee Benefits: • Discount rate: regional market issue - clarifies that the high quality corporate bonds used to estimate the discount rate for post-employment benefit obligations should be denominated in the same currency as the liability. Further it clarifies that the depth of the market for high quality corporate bonds should be assessed at the currency level. AASB 2015-2 Amendments to Australian Accounting Standards – Disclosure Initiative: Amendments to AASB 101 AASB 134 Interim Financial Reporting: • Disclosure of information ‘elsewhere in the interim financial report’ -amends AASB 134 to clarify the meaning of disclosure of information ‘elsewhere in the interim financial report’ and to require the inclusion of a cross-reference from the interim financial statements to the location of this information. The Standard makes amendments to AASB 101 Presentation of Financial Statements arising from the IASB’s Disclosure Initiative project. The amendments are designed to further encourage companies to apply professional judgment in determining what information to disclose in the financial statements. For example, the amendments make clear that materiality applies to the whole of financial statements and that the inclusion of immaterial information can inhibit the usefulness of financial disclosures. The amendments also clarify that companies should use professional judgment in determining where and is presented in the financial disclosures. in what order information 1 January 2016 1 July 2016 46 BULLETIN RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 Application Date of Standard * Application Date for Consolidated Entity * 1 January 2016 1 July 2016 1 January 2019 1 July 2019 Reference Title Summary AASB 2015-9 AASB 16 Amendments to Australian Accounting Standards – Scope and Application Paragraphs [AASB 8, AASB 133 & AASB 1057] Leases This Standard inserts scope paragraphs into AASB 8 and AASB 133 in place of application paragraph text in AASB 1057. This is to correct inadvertent removal of these paragraphs during editorial changes made in August 2015. There is no change to the requirements or the applicability of AASB 8 and AASB 133. The key features of AASB 16 are as follows: Lessee accounting • Lessees are required to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. • A lessee measures right-of-use assets similarly to other non-financial assets and lease liabilities similarly to other financial liabilities. • Assets and liabilities arising from a lease are initially measured on a present value basis. The measurement includes non-cancellable lease payments (including inflation- linked payments), and also includes payments to be made in optional periods if the lessee is reasonably certain to exercise an option to extend the lease, or not to exercise an option to terminate the lease. • AASB 16 contains disclosure requirements for lessees. Lessor accounting • AASB 16 substantially carries forward the lessor accounting requirements in AASB 117. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently. • AASB 16 also requires enhanced disclosures to be provided by lessors that will improve information disclosed about a lessor’s risk exposure, particularly to residual value risk. AASB 16 supersedes: (a) AASB 117 Leases (b) Interpretation 4 Determining whether an Arrangement contains a Lease (c) SIC-15 Operating Leases—Incentives (d) SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease The new standard will be effective for annual periods beginning on or after 1 January 2019. Early application is permitted, provided the new revenue standard, AASB 15 Revenue from Contracts with Customers, has been applied, or is applied at the same date as AASB 16. 47 BULLETIN RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 Application Date of Standard * Application Date for Consolidated Entity * 1 January 2017 1 July 2017 1 January 2017 1 July 2017 1 January 2018 1 July 2018 1 January 2018 1 July 2018 1 January 2018 1 July 2018 Reference Title Summary 2016-1 2016-2 IFRS 2 (Amendments ) 2016-3 AASB 2014-10 Amendments to Australian Accounting Standards – Recognition of Deferred Tax Assets for Unrealised Losses [AASB 112] Amendments to Australian Accounting Standards – Disclosure Initiative: Amendments to AASB 107 Classification and Measurement of Share-based Payment Transactions [Amendments to IFRS 2] Amendments to Australian Accounting Standards – Clarifications to AASB 15 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to AASB 10 and AASB 128) This Standard amends AASB 112 Income Taxes (July 2004) and AASB 112 Income Taxes (August 2015) to clarify the requirements on recognition of deferred tax assets for unrealised losses on debt instruments measured at fair value. This Standard amends AASB 107 Statement of Cash Flows (August 2015) to require entities preparing financial statements in accordance with Tier 1 reporting requirements to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes. This standard amends to IFRS 2 Share-based Payment, clarifying how to account for certain types of share-based payment transactions. The amendments provide requirements on the accounting for: • The effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments • Share-based payment transactions with a net settlement feature for withholding tax obligations • A modification to the terms and conditions of a share- based payment that changes the classification of the transaction from cash-settled to equity-settled This Standard amends AASB 15 Revenue from Contracts with Customers to clarify the requirements on identifying performance obligations, principal versus agent considerations and the timing of recognising revenue from granting a licence. In addition, it provides further practical expedients on transition to AASB 15. Amends AASB 10 and AASB 128 to remove the inconsistency in dealing with the sale or contribution of assets between an investor and its associate or joint venture. A full gain or loss is recognised when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is recognised when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary. The mandatory application date of AASB 2014-10 has been amended and deferred to annual reporting periods beginning on or after 1 January 2018 by AASB 2015-10. * Designates the beginning of the applicable annual reporting period unless otherwise stated. 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: 48 BULLETIN RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 Gold sales Revenue from gold production is recognised when the significant risks and rewards of ownership have passed to the buyer. Interest Income Revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. 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 or 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. 49 BULLETIN RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 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 Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at the end of the reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. 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. 50 BULLETIN RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 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. (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. Diluted earnings per share is calculated as net profit attributable to members of the parent, adjusted for: • costs of servicing equity (other than dividends) and preference share dividends; • the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and • other non-discretionary changes in revenue or expenses during the period that would result from the dilution of potential ordinary shares. Divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element. (g) Property, Plant and Equipment Plant and equipment is stated at historical cost less accumulated depreciation and any impairment in value. Capital work-in-progress is stated at cost and comprises all costs directly attributable to bringing the assets under construction ready to their intended use. Capital work-in-progress is transferred to property, plant and equipment at cost on completion. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset, or where appropriate, over the estimated life of the mine. 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. 51 BULLETIN RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 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) Mine Properties and Development Expenditure on the acquisition and development of mine properties within an area of interest are carried forward at cost separately for each area of interest. Accumulated expenditure is amortised over the life of the area of interest to which such costs relate on a production output basis. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Impairment The carrying value of capitalised mine properties and development expenditure is assessed for impairment whenever facts and circumstances suggest that the carrying amount of the asset may exceed its recoverable amount. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. (i) 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). 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. 52 BULLETIN RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 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. (j) 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. (k) 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. Cash flows are stated on a gross basis. (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. 53 BULLETIN RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 Provision for Rehabilitation Costs The Group is required to decommission and rehabilitate mines and processing sites at the end of their producing lives to a condition acceptable to the relevant authorities. The expected cost of any approved decommissioning or rehabilitation programme, discounted to its net present value, is provided when the related environmental disturbance occurs. The cost is capitalised when it gives rise to future benefits, whether the rehabilitation activity is expected to occur over the life of the operation or at the time of closure. The capitalised cost is amortised over the life of the operation and the increase in the net present value of the provision for the expected cost is included in financing expenses. Expected decommissioning and rehabilitation costs are based on the discounted value of the estimated future cost of detailed plans prepared for each site. Where there is a change in the expected decommissioning and restoration costs, the value of the provision and any related asset are adjusted and the effect is recognised in profit or loss on a prospective basis over the remaining life of the operation. The estimated costs of rehabilitation are reviewed annually and adjusted as appropriate for changes in legislation, technology or other circumstances. Cost estimates are not reduced by potential proceeds from the sale of assets or from plant clean up at closure. (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). 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. 54 BULLETIN RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 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) Leases Finance Leases Leases which effectively transfer substantially all the risks and benefits incidental to ownership of the leased item to the Group are capitalised at the inception of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to profit or loss. Capitalised leased assets are depreciated over the estimated useful life of the asset or where appropriate, over the estimated life of the mine. The cost of improvements to or on leasehold property is capitalised, disclosed as leasehold improvements, and amortised over the unexpired period of the lease or the estimated useful lives of the improvements, whichever is the shorter. 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. (r) Inventories Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the first-in, first-out principle. 55 BULLETIN RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (s) Gold Loan The own use exemption included in AASB 139 Financial Instruments: Recognition and Measurement has been used and this facility has been recognised as deferred revenue and as such will be repaid by the physical delivery of gold in accordance with the loan conditions and required delivery profile. Physical deliveries contracted to occur for a period in excess of 12 months from balance date have been disclosed as non-current. Where the loan does not satisfy the “own use exemption”, it is measured in accordance with AASB 139 – at fair value through profit or loss. Subsequent to initial recognition, the company will continue to assess the facility and determine if any facts or circumstances have arisen that would require the treatment of this facility to be altered. (t) Non-current assets and disposal groups held for sale and discontinued operations Non-current assets and disposal groups are classified as held for sale and measured at the lower of their carrying amount and fair value less costs to sell if their carrying amount will be recovered principally through a sale transaction. They are not depreciated or amortised. For an asset or disposal group to be classified as held for sale it must be available for immediate sale in its present condition and its sale must be highly probable. An impairment loss is recognised for any initial or subsequent write-down of the asset (or disposal group) to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset (or disposal group), but is not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the non-current asset (or disposal group) is recognised as the date of derecognition. A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations, is part of a single coordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately on the face of the statement of profit or loss and other comprehensive income and the assets and liabilities are presented separately on the face of the statement of financial position. (u) Interest-bearing Loans and Borrowings All loans and borrowings are initially recognised at the fair value of the consideration received less directly attributable transaction costs. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Borrowings are classified as current liabilities unless the Consolidated Entity has the unconditional right to defer settlement of the liability for at least 12 months after the reporting date. (v) Trade and other payables Trade and other payables are carried at amortised cost. They represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obligated to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and are usually paid within 30 days of recognition. 56 BULLETIN RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 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 applied judgement and has not yet recognised in the Statement of Financial Position the potential benefit of deferred tax assets relating to tax losses based upon the uncertainty of generating sufficient taxable profits as at 30 June 2016 to recoup these losses. The Company has, subsequent to the end of the financial year, disposed of its interest in the Nicolsons Gold Project and will need to assess the tax effect of this transaction on its ability to recoup the losses. Mine rehabilitation provision The Group assesses its mine rehabilitation provision on an annual basis in accordance with the accounting policy stated in note 1(l). Significant judgement is required in determining the provision for mine rehabilitation as there are many transactions and other factors that will affect the ultimate liability payable to rehabilitate the mine site. Factors that will affect this liability include future development, changes in technology and changes in interest rates. When these factors change or become known in the future, such differences will impact the mine rehabilitation provision in the period in which they change or become known. Joint venture treatment The Group accounts for their share of the Nicolson’s Project by taking up their 20% share of Project assets, liabilities, revenue and expenses under each relevant accounting standard mentioned in Note 1. The Group is able to measure their share of assets, liabilities, revenue and expenses through the accounts of the Project Manager. 57 BULLETIN RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 2. REVENUE FROM CONTINUING OPERATIONS Other income 3. CASH & CASH EQUIVALENTS Cash & cash equivalents (a) 2016 $ 2015 $ 47 47 - - 2016 $ 493,667 493,667 2015 $ 857,951 857,951 (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. There were no non- cash investing and financing activities during the year. Loss after income tax Exploration expenditure written off Share based payments expense Loss on sale of investments Loss on sale of fixed assets Depreciation Amortisation and depreciation of joint venture assets Return of Rehabilitation and tenement bonds (Increase)/Decrease in trade and other receivables Increase/(Decrease) in trade and other payables Net cash from/(used in) operating activities 4. TRADE & OTHER RECEIVABLES Cash held in joint venture (i) Other receivables – joint venture Trade and other receivables attributable to discontinued operations 2016 $ (1,155,477) 2015 $ (636,207) 15,701 - 71,014 2,045 9,700 692,720 - 573,518 209,221 - 45,358 - - 20,313 - - 4,750 16,437 (549,349) 2016 $ 504,275 - (504,275) - 2015 $ 763,874 46,778 - 810,652 (i) The Company has cash held in the Nicolsons Joint Venture. As the cash is not readily available as for use in the joint venture it has been treated as a receivable. 58 BULLETIN RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 5. INVENTORIES Stores and spares at cost – joint venture 6. AVAILABLE-FOR-SALE FINANCIAL ASSETS Listed equity securities – carried at fair value (a) 2016 $ 2016 $ 2015 $ 8,986 8,986 2015 $ 883,924 883,924 - - - - (a) The Company held shares in Pantoro Limited (PNR), which is involved in exploration of gold and base metals in Australia and Papua New Guinea and is the Company’s joint venture partner in the Nicolsons Gold Project. PNR is listed on the Australian Securities Exchange. The Company sold all its shares in PNR during the year. At the end of the previous period the fair value of the investment was lower than the carrying value, the Company therefore recognised a fair value adjustment of $371,248 which was recorded within equity. 7. PROPERTY, PLANT AND EQUIPMENT Buildings at cost Accumulated depreciation Plant and machinery at cost Accumulated depreciation Motor vehicles Accumulated depreciation Office equipment Accumulated depreciation Capital work in progress Total property, plant and equipment Movements in property, plant and equipment Buildings At 1 July net of accumulated depreciation Additions Disposals Assets held for sale Depreciation expense At 30 June net of accumulated depreciation 2016 $ 2015 $ - - - - - - - - - - - - - - 2016 $ - 99,240 - (92,718) (6,522) - - - - 375,452 (202,434) 173,018 32,517 (19,375) 13,142 9,454 (6,671) 2,783 1,501,775 1,690,719 2015 $ - - - - - - 59 BULLETIN RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 7. PROPERTY, PLANT AND EQUIPMENT (continued) Motor Vehicles At 1 July net of accumulated depreciation Additions Disposals Assets held for sale Depreciation expense At 30 June net of accumulated depreciation Plant and Machinery At 1 July net of accumulated depreciation Additions Disposals Assets held for sale Depreciation expense At 30 June net of accumulated depreciation Office Equipment At 1 July net of accumulated depreciation Additions Disposals Depreciation expense At 30 June net of accumulated depreciation Capital Work in Progress At 1 July Additions Transfers to buildings Transfers to plant and machinery Transfers to mine property and development Assets held for sale At 30 June 13,142 - - (12,511) (631) - 173,018 1,302,973 - (1,347,658) (128,333) - 2,783 - (2,045) (738) - 1,501,775 3,201,051 (99,240) (1,302,973) (3,010,985) (289,628) - 15,020 - - - (1,878) 13,142 190,922 - - - (17,904) 173,018 3,314 - - (531) 2,783 - 1,501,775 - - - - 1,501,775 60 BULLETIN RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 8. MINE PROPERTY AND DEVELOPMENT Development areas at cost - Mine site establishment Net carrying amount Mine capital development Accumulated amortisation Net carrying amount Total mine properties and development Movement in mine property and development Development areas at cost At 1 July Transfer from exploration expenditure capitalised Additions Assets held for sale Amortisation charge for the year At 30 June Mine capital development At 1 July Additions Assets held for sale Amortisation charge for the year Net carrying amount 2016 $ 2015 $ - - - - - - 2016 $ 465,162 - 968,601 (1,190,113) (243,650) - 593,974 2,042,384 (2,130,325) (506,033) - 465,162 465,162 593,974 - 593,974 1,059,136 2015 $ - 259,635 205,527 - - 465,162 - 593,974 - - 593,974 9. DISCONTINUED OPERATIONS AND ASSET HELD FOR SALE On 2 May 2016 the Company announced that it had entered into an agreement with its joint venture partner Pantoro to dispose of its 20% interest in the Nicolsons Gold Project with effect from 1 May 2016. From that date the Company lost the rights to those assets. The Company announced it had executed a Joint Venture Interest Sale and Purchase Agreement on 15 May 2016 with Pantoro whereby subject to completion of all legal agreements, receipt of shareholder, regulatory, and financier approvals to approve the transaction the consideration for the sale of Bulletin’s 20% interest in Nicolsons was as follows: 1. 2. 3. Pantoro to issue Bulletin 130 million fully paid ordinary Pantoro shares; Halls Creek Mining Pty Ltd (HCM), the Operator, assumed 100% of Bulletin’s obligations under its gold loan finance facility with the CBA such that Bulletin has no further obligations to the CBA subsequent to settlement. HCM will assume 50% of the responsibility of the gold hedge facility provided by CBA prior to settlement and 100% thereafter. In addition, and as part of the agreement, the Board of Bulletin has elected to make, after settlement, an in-specie distribution of one Pantoro share for every two Bulletin shares held at the time of the in- specie distribution. 61 BULLETIN RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 9. DISCONTINUED OPERATIONS AND ASSET HELD FOR SALE (continued) A shareholder meeting was held on 7 July 2016 where shareholders unanimously approved both the sale of the interest in Nicolsons as well as the in-specie distribution. The disposal of the Company’s interest was settled on 14 July 2016. The in-specie distribution occurred on 25 July 2016. At 30 June 2016, the Company’s interest in the Nicolsons Gold Project was classified as discontinued operations. The results from the Company’s interest in the Nicolsons Gold Project for the year are presented below: Revenue Cost of Sales Profit before income tax from discontinued operations Other expenses Income tax expense Loss for the year from discontinued operations attributable to members of Bulletin Resources Limited 2016 $ 3,739,240 (3,503,448) 235,792 (348,931) - (113,139) 2015 $ - - - - - - The major classes of assets and liabilities relating to the Company’s share of the Nicolsons Gold Project classified as discontinued operations are as follows: Assets Cash held in joint venture Property, plant and equipment Mine property and development Exploration expenditure capitalised Assets held for discontinued operations Liabilities Other creditors Provision for rehabilitation Deferred revenue Liabilities directly associated with discontinued operations 2016 $ 504,275 1,974,462 3,320,438 21,425 5,820,600 358,010 361,401 1,929,289 2,648,700 Net assets directly associated with discontinued operations 3,171,900 Net cash flows from: - Operating - Investing - Financing 944,381 (3,285,863) - Deferred revenue is a gold prepayment facility held with the Commonwealth Bank of Australia (CBA) and consists of: • A gold prepay facility of $2.3 million repayable by the delivery of 1,641 ounces of gold. • A hedge facility with the CBA for 3,695 ounces at a fixed price of $1,568 per ounce. • The prepayment facility and the hedge facility are for a period of 22 months commencing in January 2016 and will be satisfied by the delivery of physical gold. The loan is secured by a fixed and floating charge over the Company’ share of the Nicolsons Gold Project. 62 BULLETIN RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 9. DISCONTINUED OPERATIONS AND ASSET HELD FOR SALE (continued) As the Company no longer qualifies for the own use exemption it has brought to account the hedge liability onto its balance sheet due to it being one of the sale terms of its interest in the Nicolsons Gold project. 10. INCOME TAX (a) Numerical reconciliation of income tax expense to prima facie tax payable (Loss) from ordinary activities before income tax expense Prima facie tax expense/(benefit) on profit/(loss) from ordinary activities at 30% (2015: 30%) Tax effect of amounts which are not deductible (taxable) in calculating taxable income Share based payments Movement in unrecognised temporary differences Tax losses utilised previously not recognised Income Tax Expense (b) Unrecognised temporary differences Deferred Tax Assets (at 30%) Assets held for sale Capital raising costs Borrowing costs Accruals Provisions Carry forward tax losses Deferred Tax Liabilities (at 30%) Mine property and development Mineral exploration 2016 $ 2015 $ (1,155,476) (636,207) (346,643) (190,862) - (346,643) 346,643 - 13,607 (177,255) 177,255 - - - 25,894 27,523 - 110,815 3,835,863 4,000,094 111,374 38,824 - 2,792 110,518 3,984,755 4,248,263 77,891 75,993 153,883 77,891 89,838 167,729 Net Deferred Tax Assets (at 30%) 3,846,211 4,080,535 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. 63 BULLETIN RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 11. EXPLORATION EXPENDITURE CAPITALISED Opening Balance Acquisition of assets – joint venture Transfer to Mine Property and Development Additions Provision for amortisation Assets held for sale Note 2016 $ 299,463 - (290,720) 47,317 (34,635) (21,425) - 2015 $ 259,635 299,463 (259,635) - - - 299,463 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. 12. TRADE & OTHER PAYABLES Trade payables (a) Sundry creditors and accruals (b) Trade & other payables – joint venture (a) Sundry creditors and accruals – joint venture (b) 2016 $ 704,322 71,989 - - 776,311 2015 $ 3,101 50,647 693,359 43,334 790,441 (a) Trade creditors are non-interest bearing and generally on 30 day terms. (b) Sundry creditors and accruals are non-interest bearing and generally on 30 day terms. Due to the short term nature of these payables, their carrying value approximates their fair value. 13. PROVISIONS Current Provision for annual leave – joint venture Non-Current Provision for Rehabilitation Costs Opening Balance Transfer to discontinued operations Additions Note 2016 $ 2015 $ - - 359,570 (361,401) 1,831 - 9,305 9,305 68,850 - 290,720 359,570 64 BULLETIN RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 14. INTEREST BEARING LOANS Current Finance lease liability (i) Unsecured loan (ii) 2016 $ - 1,386,365 1,386,365 2015 $ 21,895 - 21,895 (i) (ii) Represents the Company’s share of the finance leases which have repayment terms of less than 12 months over motor vehicles at the Nicolsons Gold Project. Represents two separate unsecured loan owing to Auro Pty Ltd including for both interest and the principal. The first loan for $600,000 accrues interest at 12% per annum and is payable every 6 months. The loan is to be repaid by 31 December 2017. The second Auro loan for $750,000 was drawn down on 30 May 2016 and is repayable by 31 August 2016. The loan accrues interest at 12% per annum and is payable every 6 months. As a result of the sale of the Company’s interest in the Nicolsons Gold Project which settled on 14 July 2016 the Company elected to repay the Auro loans on 26 July 2016. On that basis the loans and accrued interest have been shown as current. 15. DEFERRED REVENUE Note Current Deferred revenue (i) Transfer to discontinued operations Non-Current Deferred revenue (i) Transfer to discontinued operations 2016 $ 1,490,079 (1,490,079) - 439,210 (439,210) - 2015 $ 567,642 - 567,642 1,732,358 - 1,732,358 (i) During the previous financial year the Company executed loan documentation with the Commonwealth Bank of Australia (CBA) to provide the loan finance required by Bulletin towards meeting its share of the redevelopment of the Nicolsons mine. The loan finance has been structured as a gold prepayment facility as follows: A gold prepay facility of $2.3 million repayable by the delivery of 1,641 ounces of gold. A hedge facility with the CBA for 3,695 ounces at a fixed price of $1,568 per ounce. The prepayment facility and the hedge facility are for a period of 22 months commencing in January 2016 and will be satisfied by the delivery of physical gold. The loan is secured by a fixed and floating charge over the Company’ share of the Nicolsons Gold Project. As the CBA loan is directly linked to the Nicolsons Gold mine the deferred revenue liability is now shown as a liability directly associated with discontinued operations. 65 BULLETIN RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 16. ISSUED CAPITAL (a) Share capital Ordinary Shares Opening balance Movement during the year Less share issue costs Closing balance 2016 No 2015 No 2016 $ 2015 $ 174,043,034 128,567,761 14,490,189 157,500 - 179,293,034 174,043,034 14,647,689 45,475,273 - 5,250,000 - 13,849,255 682,130 (41,196) 14,490,189 $ 13,849,255 (4,545) (23,500) (13,151) 482,129 200,000 14,490,189 105,000 30,000 22,500 14,647,689 (a) Movement of ordinary share capital Date Details February End of 2014 financial year Share Issue Cost 1 July 2014 28 2015 18 March 2015 Share Issue Cost 26 March 2015 Share Issue Cost 26 March 2015 Non-renounceable rights issue 27 March 2015 Placement 30 June 2015 End of 2015 financial year 6 May 2016 19 May 2016 30 June 2016 30 June 2016 End of 2016 financial year Exercise of options Exercise of options Exercise of options Number 128,567,761 Issue Price ($) 32,141,940 13,333,333 174,043,034 3,500,000 1,000,000 750,000 179,293,034 0.015 0.015 0.03 0.03 0.03 (b) Movement in options on issue Beginning of the financial year Options issued Options exercised during the financial year Expired during the financial year (Note 20) End of financial year (c) Capital risk management 2015 No 2015 No 5,250,000 - (5,250,000) - - 175,000 5,250,000 - (175,000) 5,250,000 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. 66 BULLETIN RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 17. RESERVES Equity settled transaction Available-for-sale-reserve Movements in Reserves Equity settled transaction reserve Balance at beginning of financial year Share based payment Transfer to accumulated losses Balance at end of financial year 2016 $ 47,808 - 47,808 2015 $ 47,808 (371,248) (323,440) 47,808 - - 47,808 2,450 45,358 - 47,808 The equity settled transaction reserve records share-based payment transactions. Available-for-sale reserve Balance at beginning of financial year Net change in fair value of available-for-sale financial assets Balance at end of financial year (371,248) 371,248 - - (371,248) (371,248) This reserve records the movements in the fair value of available-for-sale investments. 18. ACCUMULATED LOSSES Balance at the beginning of the year Net (loss) for the year Loss from discontinued operations Balance at the end of the year 19. EARNINGS/(LOSS) PER SHARE The loss and weighted average number of ordinary shares used in the calculation of loss per share are as follows: Loss from continuing operations Basic (loss) per share (cents per share) Loss Basic (loss) per share (cents per share) 2016 $ (12,037,129) (1,042,338) - (13,192,606) 2015 $ (11,400,922) (636,207) - (12,037,129) 2016 2015 (1,042,338) (0.60) (1,155,477) (0.66) (636,207) (0.45) (636,207) (0.45) Weighted average number of ordinary shares 174,699,883 142,957,534 Diluted loss per share Diluted loss per share has not been calculated as the Company’s potential ordinary shares are not considered dilutive and do not increase loss per share. 67 BULLETIN RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 20. DIVIDENDS No dividends were paid during the financial year. No recommendation for payment of dividends has been made. 21. REMUNERATION OF AUDITOR 2016 $ 2015 $ 49,559 49,559 29,108 29,108 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 Audit (WA) Pty Ltd did not perform any other services for the Company during the year. 22. 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 and Frank Sibbel. (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 2016. (c) Transactions with related parties The following transactions occurred with related parties: During the 2015 financial year the Company executed a services agreement with Matsa Resources Limited whereby Matsa would provide accounting and administrative services to the Company on a monthly arms-length and commercial basis. Messrs Poli and Sibbel are directors of Matsa. In the current year $61,874 has been charged to Bulletin for these services (2015: $78,741). At 30 June 2016 there was an outstanding balance of $44,336 (2015: $12,482) owing to Matsa. Compensation of Key Management Personnel Short-term employment benefits Post-employment benefits Termination benefits Share-based payment 2016 $ 2015 $ 513,572 10,954 - - 524,526 219,828 3,411 - 41,040 264,279 The compensation disclosed above represents an allocation of the key management personnel’s estimated compensation from the Group in relation to their services rendered to the Company. 68 BULLETIN RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 23. 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. 24. INVESTMENT IN CONTROLLED ENTITIES Entity Principal Activity Class of Shares Country of incorporation Equity holding 2014 2015 % % Lamboo Operations Pty Ltd Inactive Ordinary Australia 100 100 25. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES The Group’s principal financial instruments comprise receivables, payables, unsecured loans, finance lease contracts, cash and short-term deposits and available-for-sale investments. Risk exposures and responses The Group manages its exposure to key financial risks in accordance with the Group’s financial risk management policy. The objective of the policy is to support the delivery of the Group’s financial targets while protecting future financial security. The Group enters into derivative transactions, principally gold hedges. The purpose is to manage the commodity price risks arising from the Group’s operations. These derivatives provide economic hedges, but do not qualify for hedge accounting and are based on limits set by the board. The main risks arising from the Group’s financial instruments are interest rate risk, foreign currency risk, commodity risk, credit risk, equity price risk and liquidity risk. The Group uses different methods to measure and manage different types of risks to which it is exposed. These include monitoring levels of exposure to interest rate, foreign exchange risk and assessments of market forecasts for interest rate, foreign exchange and commodity prices. Ageing analysis of and monitoring of receivables are undertaken to manage credit risk, liquidity risk is monitored through the development of future rolling cash flow forecasts. The board reviews and agrees policies for managing each of these risks as summarised below. Primary responsibility for identification and control of financial risks rests with the Board. The Board reviews and agrees policies for managing each of the risks identified below, including for interest rate risk, credit allowances and cash flow forecast projections. Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 1 to the financial statements. The accounting classification of each category of financial instruments as defined in note 1, and their carrying amounts, are set out below: 69 BULLETIN RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 25. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued) a) Interest Rate Risk Exposures The Group’s exposure to risks of changes in market interest rates relate primarily to the Group’s interest bearing liabilities and cash balances. The level of debt is disclosed in note 14. The debt at 30 June 2016 is non-interest bearing and therefore does not attract an interest rate. The Group constantly analyses its interest rate exposure. Within this analysis consideration is given to potential renewals of existing positions, alternative financing positions and the mix of fixed and variable interest rates. The following sensitivity analysis is based on the interest rate risk exposures in existence at the reporting date. The sensitivity analysis is for variable rate instruments. The Group has performed a sensitivity analysis relating to its exposure to interest rate risk. At 30 June 2016 and 30 June 2015 the Group’s exposure to interest rate risk is not deemed material. 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 Floating Interest Rate Fixed Interest Less than 1 year Non-interest Bearing Total 2016 $ 2015 $ 2016 $ 2015 $ 2016 $ 2015 $ 2016 $ 2015 $ Cash equivalents and Trade receivables and cash other 493,667 857,951 - 763,874 Total Assets Financial 493,667 1,621,825 - - - - - - - - - - 493,667 857,951 46,778 - 810,652 46,778 493,667 1,668,603 The weighted average interest rate received on cash and cash equivalents by the Group was 1.25% (2015: 2.10%). 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 Receivable - cash held in joint venture on behalf of Bulletin (c) Foreign currency risk 2016 $ 493,667 504,275 2015 $ 857,951 763,874 As a result of the price of gold being denominated in US dollars, the Group’s cash flows can be affected by movements in the US dollar/Australian dollar exchange rate. The Consolidated Entity’s exposure to foreign currency is however not considered to be significant. 70 BULLETIN RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 25. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued) (d) Commodity Price Risk The Group’s revenues are exposed to commodity price fluctuations. The Group has entered into derivative contracts to manage commodity price risk. The Group has no exposure at the end of the financial year. (e) 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 and on- going basis against budget and the maturity profiles of financial assets and liabilities to manage its liquidity risk. As at the reporting date the Group had sufficient cash reserves to meet its requirements. The Group has no access to credit standby facilities however, during the financial year, it entered into a loan funding arrangement with a third party. The financial liabilities of the Group had at the reporting date were trade and other payables incurred in the normal course of business as well as a secured gold loan with the Commonwealth Bank in respect of the Group’s interest in the Nicolsons Gold Project. Maturity analysis of financial assets and liabilities based on management’s expectation The risk implied from the values shown in the table below, reflects a balanced view of cash inflows and outflows. Leasing obligations, trade payables and other financial liabilities mainly originate from the financing of assets used in ongoing operations such as property, plant, equipment and investments of working capital e.g. inventories and trade receivables. To monitor existing financial assets and liabilities as well as to enable effective controlling of future risks, management monitors its Group’s expected settlement of financial assets and liabilities on an ongoing basis. 30 June 2016 Financial Assets Cash and equivalents Trade and other receivables Other financial assets Financial Liabilities Trade and other payables Finance lease liabilities Unsecured loan Secured loan Carrying amount Contractual cash flows 6 mths or less 6-12 mths 1-2 years 2-5 years 493,667 493,667 493,667 - - - - 493,667 - 493,667 - 493,667 776,311 776,311 776,311 - 1,386,365 - 2,162,676 - - 1,386,365 1,386,365 - 2,162,676 2,162,676 - - - - - - - - - - - - - - - - - - - - - - - - - - - - 71 BULLETIN RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 25. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued) 30 June 2015 Financial Assets Cash and equivalents Trade and other receivables Other financial assets Financial Liabilities Trade and other payables Finance lease liabilities Secured loan Equity Price Risk Carrying amount Contractual cash flows 6 mths or less 6-12 mths 1-2 years 2-5 years 857,951 857,951 857,951 810,652 810,652 810,652 883,294 2,551,897 883,294 883,294 2,551,897 2,551,897 790,441 790,441 790,441 - - - - - - - - - - - - - - - 21,895 2,300,000 3,112,336 21,895 2,300,000 3,112,336 10,948 - 801,389 10,947 - 567,642 1,293,662 578,589 1,293,662 - 438,696 438,696 Other Equity price risk is the risk that the value of the instrument will fluctuate as a result of changes in market prices (other than those arising from interest rate risk or currency risk), whether caused by factors specific to an individual investment, its issuer or all factors affecting all instruments traded in the market. Investments are managed on an individual basis and material buy and sell decisions are approved by the Board of Directors. The primary goal of the Group’s investment strategy is to maximise investment returns. The Group’s investments are solely in equity instruments. These instruments are classified as available- for-sale and carried at fair value with fair value changes recognised directly in other comprehensive income. The following table details the breakdown of the investment assets and liabilities held by the Group: Listed equities (Level 1 fair value hierarchy) Sensitivity analysis Note 6 30 June 2016 $ 30 June 2015 $ - 883,924 The Group’s equity investments are listed on the Australian Securities Exchange. A 10% increase in stock prices at 30 June 2016 would have increased equity by $nil (2015: $88,392), an equal change in the opposite direction would have decreased equity by an equal but opposite amount. (f) Fair value measurements For all financial assets and liabilities recognised in the statement of financial position, carrying amount approximates fair value unless otherwise stated in the applicable notes. 72 BULLETIN RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 25. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued) Fair value hierarchy The Group classifies assets and liabilities carried at fair value using a fair value hierarchy that reflects the significance of the inputs used in determining that value. The following table analyses financial instruments carried at fair value by the valuation method. The different levels in the hierarchy have been defined as follows: Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). Due to their short term nature, the carrying values of all of the Group’s financial assets and liabilities is assumed to be their fair value. That is, there are no financial assets or financial liabilities measured using the fair value hierarchy. 26. COMMITMENTS AND CONTINGENCIES There are no further contingent assets or liabilities as at 30 June 2016 and no changes in the interval between 30 June 2016 and the date of this report. 27. EVENTS SUBSEQUENT TO REPORTING DATE On 7 July 2016 the Group held a shareholders meeting whereby shareholders approved of the disposal of the Group’s interest in the Nicolsons Gold Project and a proposed in-specie distribution of Pantoro shares to Bulletin shareholders. On 14 July 2016 the Group announced that it had settled the sale of its interest in the Nicolsons Gold Project to Pantoro and in return had received 130 million Pantoro fully paid ordinary shares. Bulletin sold 15 million Pantoro shares on the same date for $2.175M in proceeds. In addition the Group assigned its CBA secured gold prepayment and hedge facility to Pantoro resulting in it no longer having any secured debt. On 25 July 2016 the Group confirmed that it had completed the in-specie distribution of Pantoro shares on the basis of one Pantoro share for every two Bulletin shares held. This resulted in approximately 89.6 million Pantoro shares being distributed to Bulletin shareholders. On 26 July 2016 the Group repaid its unsecured loan facilities with Auro Pty Ltd via a cash payment of $1.27 million and the transfer of 1 million Pantoro shares. The Group is now debt free. 73 BULLETIN RESOURCES LIMITED DIRECTORS DECLARATION FOR THE YEAR ENDED 30 JUNE 2016 DIRECTORS’ DECLARATION The Directors of the Company declare that: 1. The financial statements and notes, as set out on pages 38 to 73 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 2016 and of the performance (c) 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 30th day of September 2016 74 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 statement of financial position as at 30 June 2016, the statement of profit or loss and other comprehensive income, statement of changes in equity and 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. 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. 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. 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. 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 company’s financial position as at 30 June 2016 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 pages 17 to 23 of the directors’ report for the year ended 30 June 2016. 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 2016 complies with section 300A of the Corporations Act 2001. BDO Audit (WA) Pty Ltd Neil Smith Director Perth, 30 September 2016 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 NEIL SMITH TO THE DIRECTORS OF BULLETIN RESOURCES LIMITED As lead auditor of Bulletin Resources Limited for the year ended 30 June 2016, I declare that, to the best of my knowledge and belief, there have been: 1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and 2. No contraventions of any applicable code of professional conduct in relation to the audit. Neil Smith Director BDO Audit (WA) Pty Ltd Perth, 30 September 2016 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. BULLETIN RESOURCES LIMITED ADDITIONAL ASX INFORMATION FOR THE YEAR ENDED 30 JUNE 2016 The following additional information is required by the Australian Securities Exchange. The information is current as at 22nd September 2016. (a) Distribution schedule and number of holders of equity securities Stock Exchange Listing – Listing has been granted for 179,293,074 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) 13 7 33 209 154 416 There were 70 shareholders holding less than a marketable parcel at 22nd September 2016. (b) 20 Largest holders of quoted equity securities as at 22nd September 2016 The names of the twenty largest holders of fully paid ordinary shares (ASX code: BNR) are: Rank Name Matsa Resources Limited Shares % of Total Shares 48,000,000 26.77 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Mr Robert Paul Martin & Mrs Susan Pamela Martin