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www.bulletinresources.com
2019 Annual Report
BULLETIN RESOURCES LIMITED
CORPORATE INFORMATION
FOR THE YEAR ENDED 30 JUNE 2019
DIRECTORS
Paul Poli
Robert Martin
Franciscus (Frank) Sibbel
COMPANY SECRETARY
Andrew Chapman
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
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
HopgoodGanim
Level 27 Allendale Square
77 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 2019
CONTENTS
Chairman’s Letter
Operations Report
Directors’ Report
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to and Forming Part of the Consolidated Financial Statements
Directors’ Declaration
Independent Auditors’ Report
Auditor’s Independence Declaration
Corporate Governance Statement
Additional ASX Information
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76
2
BULLETIN RESOURCES LIMITED
CHAIRMAN’S REPORT
FOR THE YEAR ENDED 30 JUNE 2019
Dear Shareholder,
I write this Chairman’s Report with both some trepidation but also with some positive anticipation.
During 2018, the board structured an excellent position for Bulletin and its involvement with the Geko
Gold Project and Coolgardie Minerals Ltd (“CM1”). We were able to secure excellent upside with a
mining royalty and profit share agreement whilst maintaining longevity through an exploration joint
venture. Critically, the board ensured that it had no liability outstanding or contingent through its
dealings with CM1. In fact, Bulletin has already recouped its royalty acquisition costs via its receipt of
initial mining royalties from CM1.
CM1 found itself in an extremely dire position in early 2019 and was forced to appoint Administrators
to the company, with the substantial creditor subsequently appointing Receivers and Managers. Sadly
this is a disastrous result for them and the project. We still await the outcome of these appointments.
Naturally, your board is very disappointed with the performance of CM1, but we take comfort in that
your Company has no risk or liability despite the unfortunate events. We are able to observe
proceedings and take action where and when necessary without risk. Most importantly, the board has
been advised by its legal team that the carefully structured royalty and profit share entitlements
through the detailed agreements remain intact and we are most confident that our company will
receive great benefit from the Geko Gold mining operations whenever they resume. Bulletin now
waits for developments at CM1 and expects a clearer direction in the near future and will decide the
appropriate next move.
It is with positive anticipation however, that we eagerly drive Bulletin’s future at the newly acquired
Lake Rebecca project. Whilst there remains much work to be done to understand the opportunities
there, we have engaged Mr Mark Csar who has had a long relation with Bulletin as the principal
geologist. He has already set a frantic pace in his endeavour to get the most out of the project and
other opportunities as they arise.
As in previous years, I am thankful for the rest of the board’s and our company secretary Mr Andrew
Chapman’s efforts as their leadership and experience have again placed the Company in safe hands in
what can only be described as a potentially dangerous year for Bulletin.
Again, I remain thankful to all shareholders who continue to display patience and provide enthusiasm
for our board, myself and our Company.
Yours Sincerely
Paul Poli
Non-Executive Chairman
25 September 2019
3
BULLETIN RESOURCES LIMITED
OPERATIONS REVIEW
FOR THE YEAR ENDED 30 JUNE 2019
REVIEW OF OPERATIONS
Geko Gold Project
As noted in the last annual report, on 6 August 2018, the Company was able to secure its interest in
the Geko project by executing a Deed of Settlement and Release with CM1, via its wholly owned
subsidiary Gekogold Pty Ltd (Gekogold) whereby the development of the Geko Project could move
forward with all legal claims resolved. This interest came at no cost to the Company.
In addition to the Deed of Settlement and Release, both parties executed a Profit Share Agreement,
Exploration and Production Joint Venture Agreement and Third Variation to the TAA.
The key terms of the Deed of Settlement and Release are as follows:
1. Gekogold will retain a royalty, payable in cash, over the Project on the following terms:
(i)
(ii)
(iii)
10% of the first 25,000 oz Au produced;
4% of the next 60,039 oz Au produced; and
2% of all production over and above 85,039 oz Au.
The above royalty is reduced by a capped amount of $3.25M at a rate of 3.33% per ounce.
2. Gekogold will be entitled to 30% of the profit earned from the sale of minerals from the
Project after CM1 has earned $9M profit. Gekogold makes no contribution to the costs of the
Project and is not responsible for any losses incurred on the Project.
3. Mining at the Project must commence by 1 October 2018, subject to no major adverse event
occurring (completed).
4. Gekogold and CM1 will form a joint venture on a 30:70 basis on the tenement area outside
the Project. CM1 will operate the joint venture (completed).
5. Gekogold subscribed for $500,000 in fully paid ordinary shares in CM1’s Initial Public Offering
(completed).
6. Both parties execute, within two business days of a formal Deed of Settlement, a
memorandum of consent order dismissing all legal proceedings (completed).
On 1 March 2019, CM1 advised that they had appointed Pitcher Partners as Voluntary Administrators
to the company. Subsequently, on 5 March 2019, Cor Cordis were appointed as Receivers and
Managers to CM1 and have taken control of the assets and undertakings of CM1.
Bulletin has been advised by the Receivers and Managers that they are conducting a sales process
whereby the Geko gold project will be sold on the basis of receiving a suitable offer. Bulletin remains
hopeful of a positive outcome from the sales process.
In order to protect its joint venture position, Bulletin has met with the Receivers and Managers and
resolved to be appointed Manager of the Geko Joint Venture replacing CM1. While the Receivers and
Managers are in control of CM1 both parties have agreed to keep joint venture expenditure to a
minimum.
4
BULLETIN RESOURCES LIMITED
OPERATIONS REVIEW
FOR THE YEAR ENDED 30 JUNE 2019
In the first half of the 2018/19 financial year CM1 announced that they had commenced gold
production of oxide ore from the Geko gold mine and that they had entered into an Ore Purchase
agreement with Northern Star Resources Limited (NST). On 31 December 2018, CM1 announced that
the third parcel of oxide ore from the Geko gold mine pit has been sold to NST and that NST has the
option to purchase an additional circa 90,000 tonnes of oxide ore with a grade above 2.75g/t Au before
31 March 2019.
The sale of the ore by CM1 triggered the commencement of BNR’s entitlement to receipt of royalties
from CM1 in accordance with the terms below. As a result, Bulletin received a royalty payment of
$247,000 (ex GST) on 31 January 2019.
CM1 also announced that they had conducted an initial exploration drilling program at its Geko Project
to test a new, highly prospective gold mineralisation zone which may have the potential to extend the
resource. The initial results are positive with mineralisation intersected in three of the four holes
drilled. Please refer to CM1 ASX announcements for full details.
Geko Gold Project
The Geko Gold project is in the shire of Coolgardie, Western Australia, approximately 25 kilometres
west- north-west of the township of Coolgardie, or about 15 kilometres north of the Bullabulling Gold
Mine. It is situated within the Bullabulling Station pastoral lease, in the Jaurdi Land Division of the
Coolgardie Mineral Field. It consists of two tenements being M15/621 and L15/229.
New Project Review
On 3 August 2018 Bulletin announced it had entered into a Sale and Purchase Agreement (SPA) with
unlisted public company, Territory Minerals Limited (TML) to acquire an 80% direct interest in the
Mareeba Gold Project (MGP) (formerly Hodgkinson Basin Gold Project) in north Queensland, west of
Cairns.
The MGP comprised approximately 784km2 of ground including 19 Exploration Permit for Minerals
(EPM) tenements and 11 granted or pending Mining Leases.
Bulletin entered into SPA, Joint Venture, Security Deed and Royalty agreements with TML to acquire
an 80% direct interest in the MGP tenements by paying TML $1.65M over 30 months with a possible
future production payment, to acquire an 80% direct equity interest. Bulletin paid a non-refundable
deposit of $50,000.
On 25 January 2019 Bulletin advised that it had withdrawn from the proposed acquisition and advised
TML that it had formally terminated the SPA. Bulletin was unable to satisfy itself from its due diligence
conducted that the acquisition should proceed under the terms originally agreed.
Lake Rebecca Gold Project
Subsequent to the end of the financial year the Company entered into a Sale and Purchase Agreement
(“SPA”) with major shareholder Matsa Resources Limited (“Matsa”, “MAT”), to acquire the Lake
Rebecca gold project, 150km east north-east of Kalgoorlie, Western Australia.
5
BULLETIN RESOURCES LIMITED
OPERATIONS REVIEW
FOR THE YEAR ENDED 30 JUNE 2019
The Lake Rebecca gold project comprises a 172km2 area in the southern part of the Laverton Tectonic
Zone, a regional scale shear/fault system that is one of the more productive gold trends in the WA
Goldfields, hosting the Sunrise Dam, Wallaby, , Red October, Fortitude and Granny Smith gold camps.
The project abuts and is along strike of Apollo Consolidated Limited’s (“Apollo”; ASX: AOP) Rebecca
project which hosts recent drill results including 9m at 8.06g/t Au, 19m at 3.66g/t Au and 45m at 1.53
g/t Au (refer ASX: AOP announcement dated 18 June 2019).
Figure 1: Location Plan of BNR’s Lake Rebecca Project, 150km ENE of Kalgoorlie
6
BULLETIN RESOURCES LIMITED
OPERATIONS REVIEW
FOR THE YEAR ENDED 30 JUNE 2019
Figure 2: Historical first pass RAB and RC drill results over magnetic background
7
BULLETIN RESOURCES LIMITED
OPERATIONS REVIEW
FOR THE YEAR ENDED 30 JUNE 2019
Figure 3: Cross section through AOP’s Rebecca project (LHS of section) (refer ASX: AOP 15 March
2019) and historic drilling.
(Note historic drilling is projected from 50m north onto section 6641510N. Historic and AOP RC
drilling included on section)
Project Summary
Lake Rebecca comprises two Exploration Licences over a 172km2 area. It is located approximately 25
km southeast of the historic gold town of Pinjin, in the Eastern Goldfields Province 150km east of
Kalgoorlie, WA.
Geology
The Project lies within the Eastern Goldfields Province and is located in the southern Laverton Tectonic
Zone, a regional scale shear/fault system that extends as a set of NNE and NNW trending structures
from Laverton toward the Pinjin area.
The tenement lies to the east of the Pinjin Fault which separates the Edjudina Domain in the west,
from the Pinjin Domain in the east (Figure 1). A major fault/shear, locally named the Kirgella Fault,
runs along the western edge of the tenements. Rocks to the east of the Pinjin Fault are notably folded,
especially at the margins where they are in contact to regional granite batholiths (‘Kirgella granites’)
to the south and east. The folding may be a result of drag folding associated with dextral movement
on the Pinjin Fault forming a shallow, north plunging syncline, draping around felsic intrusions, or
curved NW dipping thrusts propagating off the Pinjin Fault repeating the stratigraphy.
The geological sequence consists of intercalated mafic, ultramafic and granite gneiss with minor felsic
volcanic and volcaniclastic rocks. The project area is largely devoid of outcrop and much of the
Archaean greenstone belt is concealed under cover.
Gold mineralisation in the area is associated with wide zones of disseminated sulphides in altered
granodiorite and gneiss. Mineralisation is typified by broadly anomalous gold values associated with
disseminated sulphides, deformation and silicification. Within these broad zones, several higher gold
grade, generally west dipping lodes are developed.
8
BULLETIN RESOURCES LIMITED
OPERATIONS REVIEW
FOR THE YEAR ENDED 30 JUNE 2019
Previous Exploration
The south east portion of the tenement package area was initially explored for primary gold
mineralisation by various companies including CRA Exploration and Aberfoyle Resources. Initial RAB
and Aircore drilling outlined a broadly NE striking anomalous zone (Figure 2). This was subsequently
followed up with RC drilling by the previous explorers and more recently, Apollo (Figure 3). This deeper
RC drilling intersected significant mineralisation at depth and has shown the anomalous intersections
from shallow drilling can indicate deeper mineralisation. The shallow anomalism extends onto
Bulletin’s ground to the west and to the north (Figure 2).
Other areas of the tenement package have had very limited gold exploration and remain prospective
for gold, particularly within structurally complex areas as shown in Figure 4.
Forward Work Plan
Bulletin intends to explore the potential of tenements by advancing all prospective areas. A program
of RC drilling is planned to test potential adjacent to AOP’s Rebecca project and other targets as shown
in Figure 4. Exploration will be initially advanced with geophysical review, mapping and soil sampling
prior to determining drilling sites if warranted.
Acquisition Terms
Bulletin has entered into a Sale and Purchase Agreement (SPA) to acquire an 80% interest in the Lake
Rebecca gold project on the following basis:
1. A cash payment of $125,000 to Matsa Resources Limited; and
2. A 1% net smelter royalty (NSR) on all minerals mined.
Bulletin and Matsa have entered into a joint venture agreement (80% BNR; 20% MAT) whereby
Bulletin will be responsible for all expenditure on the project and Matsa will be free carried up to a
bankable feasibility study. A formal royalty agreement will also be entered into.
9
BULLETIN RESOURCES LIMITED
OPERATIONS REVIEW
FOR THE YEAR ENDED 30 JUNE 2019
Figure 4: Target areas within Lake Rebecca Project
Competent Persons Statement
The Mineral Resource and exploration information in this report is based on information compiled by
Mark Csar, who is a Fellow of The AusIMM. The Mineral Resource and exploration information in this
report is an accurate representation of the available data and studies. Mark Csar is a consultant to
Bulletin Resources Limited and is a full-time employee of Matsa Resources Limited and 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 defined in the 2012 Edition
of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’.
Mark Csar consents to the inclusion in the report of the matters based on his information in the form
and context in which it appears.
10
BULLETIN RESOURCES LIMITED
OPERATIONS REVIEW
FOR THE YEAR ENDED 30 JUNE 2019
CORPORATE
During the year Bulletin continued to review and conduct due diligence on a number of opportunities
in the resources sector. Bulletin will continue to seek other appropriate opportunities that it believes
is in its and shareholders best interests.
As noted above Bulletin subscribed for $500,000 in fully paid ordinary shares in CM1’s IPO as part of
the Deed of Settlement and Release. CM1 listed on the ASX on 30 August 2018. The investment in
CM1 was written down to nil when CM1 appointed Voluntary Administrators to the company and
subsequently Receivers and Managers were appointed to the company in March 2019.
11
BULLETIN RESOURCES LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2019
Your Directors present their report on the entity Bulletin Resources Limited (“Bulletin”) and the
entities it controlled (“Group”) for the year ended 30 June 2019.
DIRECTORS
The names and details of the Group’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
Bachelor of Commerce 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 Resources Ltd, a
prosperous and well-funded mining and exploration company with a pipeline of quality projects in
Australia, 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
4,000,000 unlisted options exercisable at 3.3 cents each expiring 30 November 2019
4,000,000 unlisted options exercisable at 4.3 cents each expiring 30 November 2021
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 also served as a director of the following listed company:
Auris Minerals Limited
Interest in shares and options of the Company:
39,784,133 ordinary shares
4,000,000 unlisted options exercisable at 3.3 cents each expiring 30 November 2019
3,000,000 unlisted options exercisable at 4.3 cents each expiring 30 November 2021
12
BULLETIN RESOURCES LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2019
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 company:
Matsa Resources Limited
Interest in shares and options of the Company:
2,250,000 ordinary shares
4,000,000 unlisted options exercisable at 3.3 cents each expiring 30 November 2019
3,000,000 unlisted options exercisable at 4.3 cents each expiring 30 November 2021
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.
Mr Chapman is an associate member of the Institute of Chartered Accountants (ICAA) and a Fellow of
the Financial Services Institute of Australasia (Finsia).
PRINCIPAL ACTIVITIES
Bulletin Resources Limited is a minerals exploration company based in Perth, Western Australia.
During the year the principal activities of the Group was its royalty, profit share and joint venture
interest in the Geko gold project and the review of explorations projects identified with a view to the
Group obtaining a new project(s).
13
BULLETIN RESOURCES LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2019
FINANCIAL RESULTS AND FINANCIAL POSITION
The Group’s net loss for the year after income tax is $1,874,339 (2018: Loss of $586,875).
The Group’s net loss for the year includes the following items:
Interest income of $28,594 (2018: $73,977)
•
• New project review and geological activities expenditure of $298,498 (2018: $38,111)
• Fair value movement in financial assets of $592,340 (2018: Nil)
• Share based payments expense of $290,708 (2018: Nil)
• Total corporate and administrative expenses of $385,169 (2018: $423,187) and director
fees/employee benefits expense of $303,216 (2018: $204,085) were incurred for the year.
Review of Financial Condition
As at 30 June 2019 the Group had net assets of $2,138,709 (2018: $3,722,341).
Cash reserves at 30 June 2019 were $2,127,886 compared to $3,379,180 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
(2018: Nil), 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 employees, other than its three directors and one part time employee as at 30 June
2019 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.
EVENTS SUBSEQUENT TO THE REPORTING DATE
On 23 July 2019 Bulletin announced that it had entered into an agreement with major shareholder
Matsa Resources Limited, to acquire an 80% interest in the Lake Rebecca gold project, 150km east
north-east of Kalgoorlie, Western Australia for a cash payment of $125,000 and a 1% net smelter
royalty on all minerals.
Bulletin has disposed of all of its interest in Kalamazoo Resources Limited since the end of the financial
year resulting in a total consideration of $193,385 before costs.
14
BULLETIN RESOURCES LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2019
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
Other than 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 Company 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
5
5
5
5
4
5
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:
Number of Ordinary Shares
Number of Options
Paul Poli
Frank Sibbel
Robert Martin
3,000,000
2,250,000
39,784,133
8,000,000
7,000,000
7,000,000
15
BULLETIN RESOURCES LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2019
Options granted to directors and officers of the Company
During the financial year, the Company granted 13,000,000 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 30,000,000 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.
There were no options exercised during the financial year.
16
BULLETIN RESOURCES LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2019
REMUNERATION REPORT (Audited)
Principles of Compensation
This remuneration report for the year ended 30 June 2019 outlines the remuneration arrangements
of the Company 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 Group, and includes the four executives in the Group receiving the
highest remuneration.
For the purposes of this remuneration report, the term ‘executive’ includes the Executive Directors of
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 Group’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
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.
17
BULLETIN RESOURCES LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2019
REMUNERATION REPORT (continued)
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.
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 2018 Financial Year AGM
The 2018 financial year remuneration report received positive shareholder support at the 2018 annual
general meeting with a vote of 99.6% 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
18
BULLETIN RESOURCES LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2019
REMUNERATION REPORT (continued)
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.
Structure
The remuneration of Non-Executive Directors consists of Directors’ fees. Non-Executive Directors are
entitled to receive retirement benefits and to participate in any incentive programs. There are
currently no specific incentive programs.
The Chairman receives a base fee of $48,000 per annum during the financial year. 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 a Short Term Incentive (STI) payment totalling $75,000 paid to the Directors
for the abnormal time, effort and resources incurred in completing negotiations on the Geko gold
project with Coolgardie Minerals Limited and due diligence, negotiations and acquisition of the
Hodgkinson Basin gold project from Territory Minerals Limited.
The remuneration report for the Non-Executive Directors for the year ended 30 June 2019 and 30 June
2018 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.
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).
19
BULLETIN RESOURCES LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2019
REMUNERATION REPORT (continued)
The proportion of fixed remuneration and variable remuneration for each Executive for the year
ended 30 June 2019 and 30 June 2018 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 2019 and 30 June
2018 is detailed in this report.
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 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. During the year a discretionary STI cash payment
of $22,831 was paid for the abnormal time, effort and resources incurred in completing negotiations
on the Geko gold project with Coolgardie Minerals Limited and due diligence, negotiations and
acquisition of the Hodgkinson Basin gold project from Territory Minerals Limited. There was no STI
cash bonus paid in the 2018 financial year.
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. During the financial year, the
Company granted 13,000,000 options over unissued ordinary shares in the Company to Directors or
Executives of the Company as part of their remuneration. Refer to Note 14 for terms and conditions.
20
BULLETIN RESOURCES LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2019
REMUNERATION REPORT (continued)
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.
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 loss per
year ended ($)
2019
$0.015
2018
$0.033
2017
$0.031
2016
$0.071
2015
$0.02
(1,874,339)
(539,615)
15,985,377
(784,229)
(1,007,455)
21
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I
BULLETIN RESOURCES LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2019
D. 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. The Non-Executive Chairman is paid $48,000
per annum and the other Non-Executive Directors are paid $36,000 per annum. Each of the Non-
Executive 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 is employed as a casual employee with the Company and is remunerated on an
hourly basis for the provision of company secretarial services with a minimum amount of $3,000 per
month. Mr Chapman has a formal service agreement with the Company. Termination can be made by
either party with a two month notice period with the termination value being at the board’s discretion.
E. OTHER INFORMATION
Compensation Options Granted and Vested during the year
The table below sets out the options granted to Directors and Executives following AGM approval on
15 November 2018. There were 13,000,000 options issued during the year to Key Management
Personnel. There were no options that were granted in previous years that vested during the year.
The options were issued free of charge and entitle the holder to subscribe for one fully paid ordinary
share in the Company. Due to the nature of the Company’s activities it does not believe it is
appropriate to set vesting conditions at this time.
2019
Vested
Granted
Grant
Date
Value per
Option at
Grant
Date
Value of
Options
at Grant
Date
Exercise
Price
Date
Vested
Expiry
Date
No.
No.
Cents
$
Cents
P Poli
F Sibbel
R Martin
A Chapman
4,000,000 4,000,000
3,000,000 3,000,000
3,000,000 3,000,000
3,000,000 3,000,000
15.11.18
15.11.18
15.11.18
15.11.18
2.00
2.00
2.00
2.00
80,195
60,146
60,146
60,146
4.3
4.3
4.3
4.3
15.11.18
15.11.18
15.11.18
15.11.18
30.11.21
30.11.21
30.11.21
30.11.21
For details on the valuation of the options, including models and assumptions used, please refer to
Note 14.
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 grant date. The minimum value of the award in the event of forfeiture is zero.
23
BULLETIN RESOURCES LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2019
There were no shares issued on exercise of compensation options during the year.
Shareholdings of Key Management Personnel
Year Ended 30 June 2019
Paul Poli
Robert Martin
Frank Sibbel
Andrew Chapman
TOTAL
Balance
1 July 2018
3,000,000
39,784,133
2,250,000
516,666
45,550,799
as
Granted
Remuneration
-
-
-
-
-
Options
Exercised
-
-
-
-
-
Other
Changes
Balance
30 June 2019
-
-
-
-
-
3,000,000
39,784,133
2,250,000
516,666
45,550,799
Option Holdings of Key Management Personnel
Year Ended 30 June 2019
Balance 1
July 2018
Granted
as
Remuneration
Options
Exercised
Paul Poli
Robert Martin
Frank Sibbel
Andrew
Chapman
TOTAL
4,000,000
4,000,000
4,000,000
3,000,000
4,000,000
3,000,000
3,000,000
3,000,000
15,000,000
13,000,000
-
-
-
-
-
Net
Change
Other
-
-
-
-
Balance 30
June 2019
Vested and
Exercisable
8,000,000
7,000,000
7,000,000
6,000,000
8,000,000
7,000,000
7,000,000
6,000,000
- 28,000,000
28,000,000
Other transactions and balances with Key Management Personnel
The Company has a services agreement with Matsa Resources Limited (Matsa) whereby Matsa
provides accounting and administrative services to the Group on a monthly arms-length basis and on
commercial terms. Messrs Poli, Sibbel and Chapman are directors of Matsa.
In the current year $318,153 has been charged to Bulletin for these services (2018: $76,146). Of this
amount $175,000 relates to additional charges for the 2017 to 2019. At 30 June 2019 there was an
outstanding balance of $192,087 (2018: $24,272) owing to Matsa.
There have been no loans made to Key Management Personnel during the 2019 reporting year (2018:
nil).
End of Audited Remuneration Report
24
BULLETIN RESOURCES LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2019
INDEMNIFICATION
During the year $10,407 (2018: $10,407) 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 2020.
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 other than that already disclosed.
The Company was not a party to any such proceedings during the year other than that already
disclosed.
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 60.
Signed in accordance with a resolution of the Directors dated this 25th day of September 2019.
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 (2018: Nil).
Signed in accordance with a resolution of the directors.
Mr. Paul Poli
Chairman
25 September 2019
25
BULLETIN RESOURCES LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2019
Notes
2019
$
2018
$
3
14
8
Continuing Operations
Interest received
Other Income
Other expenses
Professional fees
Directors fees
Administration expenses
Employee benefit expense
Fair value movement on financial assets
Profit/(loss) on sale of investments
Share based payments expense
Expenses from operations
Loss from operations before income tax expense
Income tax expense
Loss after income tax from continuing operations
Loss for the year
Other comprehensive income
Items that will not 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
Other 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)
13
28,594
357
73,977
23,218
(209,371)
(195,000)
(535,733)
(80,138)
(592,340)
-
(290,708)
(1,903,290)
(1,874,339)
-
(1,874,339)
(1,874,339)
(302,116)
(120,000)
(205,248)
(49,448)
-
8,441
-
(668,371)
(571,176)
(15,699)
(586,875)
(586,875)
-
-
-
10,260
37,000
47,260
(1,874,339)
(539,615)
(1.05)
(1.05)
(0.33)
(0.33)
The above consolidated statement of profit or loss and other comprehensive income should be read in
conjunction with the accompanying notes.
26
BULLETIN RESOURCES LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2019
Notes
2019
$
2018
$
CURRENT ASSETS
Cash and cash equivalents
Other receivables
Other financial assets
TOTAL CURRENT ASSETS
NON CURRENT ASSETS
Exploration and evaluation assets
TOTAL NON CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Retained earnings
TOTAL EQUITY
5
6
7
9
10
11
2,127,886
8,571
140,940
2,277,397
3,379,180
1,770
227,880
3,608,830
85,484
85,484
250,000
250,000
2,362,881
3,858,830
224,172
224,172
224,172
2,138,709
1,200,704
559,189
378,816
2,138,709
136,489
136,489
136,489
3,722,341
1,200,704
216,761
2,304,876
3,722,341
The above consolidated statement of financial position should be read in conjunction with the
accompanying notes.
27
BULLETIN RESOURCES LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2019
Issued Capital
Retained
Earnings
$
$
Equity
Settled
Benefits
Reserve
$
Other
Reserves
Total
$
$
Balance at 1 July 2017
Loss for the year
Total comprehensive (loss) for
the year
Transactions with owners in
their capacity as owners:
Share based payments
1,200,704
-
2,891,751
(586,875)
268,481
-
(98,980)
47,260
4,261,956
(539,615)
-
-
(586,875)
-
47,260
(539,615)
-
-
-
-
Balance at 30 June 2018
1,200,704
2,304,876
268,481
(51,720)
3,722,341
Loss for the year
Total comprehensive (loss) for
the year
Transactions with owners in
their capacity as owners:
Share based payments (Note
16)
Transfer to retained earnings
(Note 2(c))
-
-
-
-
(1,874,339)
(1,874,339)
-
-
-
-
(1,874,339)
(1,874,339)
-
290,708
-
290,708
(51,720)
-
51,720
-
Balance at 30 June 2019
1,200,704
378,816
559,189
-
2,138,709
The above consolidated statement of changes in equity should be read in conjunction with the
accompanying notes.
28
BULLETIN RESOURCES LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Receipt of royalties
Payments to suppliers and employees
Interest received
Income tax paid
Payments for exploration and evaluation
Other income
Net cash (outflows) in operating activities (Note 4)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of other financial assets
Payments for exploration and evaluation
Payments for other financial assets
Net cash (outflows)/inflows from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of borrowings
Net cash (outflows) by financing activities
2019
$
2018
$
247,916
(804,503)
29,718
-
(133,898)
357
(660,410)
-
(580,607)
89,806
(1,577,819)
(11,481)
-
(2,080,101)
-
(85,484)
(505,400)
(590,884)
108,441
-
-
108,441
-
-
-
-
NET (DECREASE) IN CASH AND CASH EQUIVALENTS
Net (decrease) in cash equivalent held
(1,251,294)
(1,971,660)
Cash and cash equivalents at the beginning of the financial year
3,379,180
5,350,840
Cash and cash equivalents at the end of the financial year
2,127,886
3,379,180
The above consolidated statement of cash flows should be read in conjunction with the accompanying
notes.
29
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
1.
CORPORATE INFORMATION
The consolidated financial report of Bulletin Resources Limited for the year ended 30 June 2019 were
authorised for issue in accordance with a resolution of the Board of Directors on 25 September 2019.
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 consolidated financial report of the Company as at and for the year ended 30 June 2019 comprise
the Company and its subsidiaries (together referred to as the “Group”).
The following is a summary of the material accounting policies adopted by the Group in the
preparation of the financial report. The accounting policies have been consistently applied, unless
otherwise stated.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a)
Basis of Preparation
The financial report is a general purpose financial report, which has been prepared in accordance with
the requirements of the Corporations Act 2001 and Australian Accounting Standards and other
authoritative pronouncements of the Australian Accounting Standards Board.
The financial report has been prepared on a historical cost basis, except for certain financial assets
measured at fair value through profit and loss.
The financial report is presented in Australian dollars.
(b)
Statement of Compliance
The consolidated 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.
(c)
Changes in Accounting Policies and Disclosures
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 2018. Other than the changes described
below, the accounting policies adopted are consistent with those of the previous financial year.
New and amended accounting standards adopted by the Group
The following standards relevant to the operations of the Group and effective from 1 July 2018 have
been adopted.
• AASB 9: Financial Instruments; and
• AASB 15: Revenue from Contracts with Customers.
30
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
(c)
Changes in Accounting Policies and Disclosures (continued)
The adoption of these Accounting Standards and Interpretations did not have any significant impact
on the financial performance or position of the Group. Details of each standards’ impact, and the new
accounting policies adopted are set out below.
Impact of adoption of AASB 9: Financial Instruments (“AASB 9”)
AASB 9 replaces the provisions of AASB 139: Financial Instruments: Measurement and Recognition,
that relate to the recognition, classification and measurement of financial assets and financial
liabilities, derecognition of financial instruments, impairment of financial assets and hedge
accounting.
The adoption of AASB 9 resulted in minimal changes in accounting policies. The new accounting
policies are set out in Note 5 and 6. There was no significant impact on the financial performance to
position of the Group on the date of initial application, 1 July 2018, or at reporting date, 30 June 2019.
Details are below.
Classification and measurement of financial assets
On the date of initial application, 1 July 2018, the financial instruments of the Group were as follows,
with any reclassifications noted.
Measurement category
Carrying amount
Original (AASB 139)
New (AASB 9)
Original
New
Difference
Current financial assets
Other receivables Amortised cost
Amortised cost
1,770
1,770
Listed equities
Available-for-sale
Fair value through
profit or loss
(“FVPL”)
227,880
227,880
$
$
$
-
-
Related fair value loss of $51,720 were transferred from the available-for-sale financial assets reserve
(recognised within other reserves) to retained earnings on 1 July 2018.
The Group elected to present in profit and loss changes in the fair value of all its listed equities
previously classified as available-for-sale. As a result, listed equities with a fair value of $227,880 were
reclassified from available-for-sale recognised under current available-for-sale financial assets to
financial assets at FVPL on 1 July 2018.
Impairment of other receivables
Prior to the adoption of AASB 9, in accordance with AASB 139 Financial Instruments: Measurement
and Recognition, the Group applied an incurred credit loss model. Upon adoption of AASB 9, the Group
has elected to apply the simplified approach to measuring expected credit losses, which uses the
lifetime expected loss allowance for all Other receivables.
Due to the nature of the Group’s Other receivables, there was no impact of the expected loss
allowance under AASB 9 against the loss incurred under AASB 139 to the Group.
31
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
(c)
Changes in Accounting Policies and Disclosures (continued)
Impact of adoption of AASB 15: Revenue from Contracts with Customers (“AASB 15”)
AASB 15 replaces AAB 118 Revenue. AASB 15 provides a single, principles based five step model to be
applied to all contracts with customers.
The adoption of AASB 15 resulted in minimal changes in accounting policies. The new accounting
policies are set out in Note 2(f). There was no impact on the financial performance to position of the
Group on the date of initial application, 1 July 2018, or at reporting date, 30 June 2019.
(d) New and amended standards and interpretations issued but not yet adopted
Certain new accounting standards and interpretations have been published that are not mandatory
for the 30 June 2019 reporting period. The Group’s assessment of the impact of these new standards
and interpretations that may have an impact on the Group are set out below:
AASB 16 Leases
AASB 16 requires a lessee to recognise assets and liabilities of all leases with a term of more than
twelve months. Bulletin has determined there will be little or impact on the Group accounts as it has
no lease commitments more than twelve months. This standard is not applicable until the financial
year commencing 1 July 2019.
(e)
Basis of Consolidation
The consolidated financial statements comprise the financial statements of the parent entity and its
subsidiaries (‘the Group’) as at 30 June each year.
Control is achieved where the company has exposure to variable returns from the entity and the
power to affect those returns. The existence and effect of potential voting rights that are currently
exercisable or convertible are considered when assessing whether a consolidated entity controls
another entity.
The financial statements of the subsidiaries are prepared for the same reporting period as the parent
company, using consistent accounting policies. In preparing consolidated financial statements, all
intercompany balances and transactions, income and expenses and profit and losses resulting from
intra-group transactions, have been eliminated in full.
Subsidiaries are fully consolidated from the date on which control is obtained by the Group and cease
to be consolidated from the date on which control is transferred out of the Group.
Where there is loss of control of a controlled entity, the consolidated financial statements include the
results for the part of the reporting period during which the Company has control.
Changes in ownership interest of a subsidiary (without a change in control) are accounted for as a
transaction with owners in their capacity as owners.
(f)
Revenue recognition
Revenue is recognised when or as the Group transfers control of goods or services to a customer at
the amount to which the Group expected to be entitled. If the consideration promised includes a
variable amount, the Group estimates the amount of consideration to which it will be entitled.
32
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
(f)
Revenue recognition (continued)
Interest income is recognised on a time proportion basis using the effective interest method.
(g)
Exploration and Evaluation Expenditure
Exploration and evaluation costs are written off in the year they are incurred apart from:
(i) 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; and
(ii)
joint venture expenditure on the Geko joint venture which is capitalised and designated as a
separate area of interest.
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.
(h)
Financial Instruments
Trade and other receivables are generally due for settlement within 30 days. They are presented as
current assets unless collection is not expected for more than 12 months after the reporting date.
Trade and other receivables are recognised at amortised cost using the effective interest rate method,
less any allowance for expected credit losses.
The Group assesses at each balance date whether there is objective evidence that a financial asset or
group of financial assets is impaired. For trade and other receivables, the Group applies the simplified
approach permitted by AASB 9 to determine any allowances for expected credit losses, which requires
expected lifetime losses to be recognised from initial recognition of the receivables. The expected
credit losses on these financial assets are estimated using a provision matrix based on the Group’s
historical credit loss experience. The amounts held in trade and other receivables do not contain
impaired assets and are not past due. Based on the credit history of these trade and other receivables,
it is expected that the amounts will be received when due.
The Group’s financial risk management objectives and policies are set out in Note 20.
Due to the short-term nature of these receivables their carrying value is assumed to approximate their
fair value.
Financial assets are recognised and derecognised on settlement date where the purchase or sale of
an investment is under a contract whose terms require delivery of the investment within the time-
frame established by the market concerned. They are initially measured at fair value, net of
transaction costs, except for those financial assets classified as fair value through profit or loss, which
are initially measured at fair value. Transaction costs of financial assets carried at fair value through
profit or loss are expensed in profit or loss.
33
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
(h)
Financial Instruments (continued)
The Group classifies its financial assets as either financial assets at fair value though profit or loss
(“FVPL”), fair value though other comprehensive income (“FVOCI”) or at amortised cost. The
classification depends on the entity’s business model for managing the financial assets and the
contractual terms of the cash flows.
For investments in equity instruments, the classification depends on whether the Group has made an
irrevocable election at the time of initial recognition to account for the equity investment at FVPL or
FVOCI.
Financial assets at FVPL
For assets measured at FVPL, gains and losses will be recorded in profit or loss. The Group’s derivative
financial instruments are recognised at FVPL. Assets in this category are subsequently measured at
fair value. The fair values of financial assets in this category are determined by reference to active
market transactions or using a valuation technique where no active market exists. Refer to Note 23
for additional details. The Group has elected to measure its listed equities at FVPL.
Financial assets at OCI
For assets measured at FVOCI, gains and losses will be recorded in other comprehensive income. There
is no subsequent reclassification of fair value gains and losses to profit or loss following the
derecognition of the investment. Dividends from such investments continue to be recognised in profit
or loss as other income when the Group’s right to receive payments is established. Impairment losses
(and reversal of impairment losses) on equity investments measured at FVOCI are not reported
separately from other changes in fair value.
Assets in this category are subsequently measured at fair value. The fair values of quoted investments
are based on current bid prices in an active market.
(i)
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.
(j)
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
34
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
(j)
Earnings per Share (continued)
• 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.
(j)
Property, Plant and Equipment
Impairment
The carrying value of plant and equipment are reviewed for impairment when events or changes in
circumstances indicate the carrying value may not be recoverable.
For an asset that does not generate largely independent cash inflows, the recoverable amount is
determined for the cash-generating unit to which the asset belongs.
If any such indication exists and where the carrying values exceed the estimated recoverable amount,
the assets or cash-generating units are written down to their recoverable amount. The recoverable
amount of plant and equipment is the greater of fair value less costs to sell and value in use. In
assessing value in use, the estimated future cash flows are discounted to their present value using
pre-tax discount rate that reflects current market assessments of the time value of money and the
risks specific to the asset.
An item of property, plant and equipment is derecognised 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 Statement of Profit or Loss
and Other Comprehensive Income in the period the item is derecognised.
(k)
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.
35
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
(l)
Income Tax (continued)
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in
subsidiaries, branches, associates and joint ventures except where the 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 Group 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 Group 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 Consolidated Statement of
Profit or Loss and Other Comprehensive Income, 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.
(m) Employee Entitlements
Provision is made for the Group’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.
(n) 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 GST. Cash
flows are stated on a gross basis.
(o)
Provisions
Provisions are recognised when the Group 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.
36
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
(o)
Provisions (continued)
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.
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.
(p)
Share Based Payments
Equity settled transactions
The Group provides benefits to employees (including Directors and Executives) of the Group 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).
37
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
(p)
Share Based Payments (continued)
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting
date reflects:
(i) the extent to which the vesting period has expired; and
(ii) the Group’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 Statement of Profit
or Loss and Other Comprehensive Income charge or credit for a period represents the movement
in cumulative expense recognised as at the beginning and end of that period.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is
only conditional upon a market condition.
If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the
terms had not been modified. In addition, an expense is recognised for any modification that increases
the total fair value of the share-based payment arrangement, or is otherwise beneficial to the
employee, as measured at the date of modification.
If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and
any expense not yet recognised for the award is recognised immediately. However, if a new award is
substituted for the cancelled award and designated as a replacement award on the date that it is
granted, the cancelled and new award are treated as if they were a modification of the original award,
as described in the previous paragraph.
(q)
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.
(r)
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.
(s)
Leases
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 recognised as a liability. Lease payments received reduce
the liability.
38
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
(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) 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.
(v)
Research and development incentive rebate
Any rebate received for eligible research and development (R&D) activities are offset against the area
where the costs were initially incurred. For R&D expenditure that has been capitalised, any claim
received will be offset against ‘deferred exploration and evaluation expenditure’ in the statement of
financial position. For R&D expenditure that has been expensed, any claim received will be recognised
in the statement of profit or loss and other comprehensive income.
(w) Significant Accounting Estimates and Assumptions
There is some subjectivity involved in the carry forward of capitalised exploration and evaluation
expenditure or, where appropriate, the write off to the statement of profit or loss and other
comprehensive income, however management give due consideration to areas of interest on a regular
basis and are confident that decisions to either write off or carry forward such expenditure fairly
reflect the prevailing situation.
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:
39
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
(x)
Significant Accounting Estimates and Assumptions (continued)
Taxation
In calculating the tax expense for the current year, the Group has assessed the ability to utilise carried
forward tax losses. The Group has obtained expert advice that the majority of these tax losses can be
utilised. However, the tax legislation in relation to the utilisation of these tax losses can be complex
and if the ruling should not be favourable, this would increase the Group’s tax payable significantly.
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees 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 a Black & Scholes model, using the assumptions as discussed in note 14. The accounting
estimates and assumptions relating to equity-settled share-based payments would have no impact on
the carrying amounts of assets and liabilities in the next annual reporting period but may impact
expenses and equity.
3.
REVENUE FROM CONTINUING OPERATIONS
Other income
4.
CASH FLOW RECONCILIATION
Loss after income tax
Other income non-cash
Share based payments expense
(Gain)/loss on sale of investments
Fair value movements on financial assets
Decrease/(increase) in trade and other receivables
Decrease in exploration asset due to receipt of royalty
(Decrease)/Increase in trade and other payables
(Decrease) in provisions
Net cash (used in) operating activities
2019
$
357
357
2018
$
23,218
23,218
2019
$
(1,874,339)
2018
$
(586,875)
-
290,708
-
592,340
(6,801)
247,816
89,866
-
(660,410)
23,218
-
(8,441)
-
(15,828)
-
69,945
(1,562,120)
(2,080,101)
40
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
5. OTHER RECEIVABLES
Other receivables
6.
OTHER FINANCIAL ASSETS
Investments in listed entities
Opening balance
Acquisition
Disposals
Impairment (iii)
Net change in investments
Closing balance
Listed shares
2019
$
8,571
8,571
2018
$
1,770
1,770
2019
$
140,940
2018
$
227,880
140,940
227,880
227,880
505,400
-
(500,000)
(92,340)
140,940
280,620
-
(70,000)
-
17,260
227,880
The fair value of listed equity investments has been determined directly by reference to published
price quotations in an active market.
(i) The Company holds shares and options in Auris Minerals Limited (AUR), which is involved in
exploration of gold and base metals in Western Australia. AUR is listed on the Australian
Securities Exchange.
At the end of the year the Company’s investment had a fair value of $32,940 (30 June 2018:
$146,880) which is based on AUR’s quoted share price at 30 June 2019 and $5,400 additions from
540,000 options attained via a rights option issue. During the year, the Company recognised a fair
value movement of $119,340 (2018: $23,760).
(ii) The Company holds shares in Kalamazoo Resources Limited (KZR), which is involved in
exploration of gold and base metals in Western Australia and Victoria. KZR is listed on the
Australian Securities Exchange.
At the end of the year the Company’s investment had a fair value of $108,000 (30 June 2018:
$81,000) which is based on KZR’s quoted share price at 30 June 2019. During the year, the
Company recognised a fair value movement of $27,000 (2018: $13,500).
(iii) The Company purchased 2.5 million shares for $500,000 in Coolgardie Minerals Limited (CM1),
which is involved in exploration and development of gold in Western Australia. CM1 is listed on
the Australian Securities Exchange.
At the end of the year the Company’s investment had a fair value of Nil (30 June 2018: Nil) based
on the fact that CM1 had an Administrator and a Receiver Manager appointed. As a result the
Company recognised a fair value movement of $500,000 (2018: Nil).
41
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
7.
EXPLORATION AND EVALUATION ASSETS
Retained interest (i)
Joint venture contributions (ii)
(i) Retained Interest
2019
$
2,084
83,400
85,484
2018
$
250,000
-
250,000
On 26 July 2017 the Company acquired Gekogold Pty Ltd (“Gekogold”), the then registered owner
of the Geko gold project located 25 km’s WNW of Coolgardie. Gekogold is a party to a Tenements
Acquisition Agreement with Coolgardie Minerals Limited (CM1), formerly Golden Eagle Mining
Limited, an unlisted company, dated 19th December 2014, whereby CM1 has acquired the
project under certain conditions from Gekogold in return for a royalty.
Following a dispute between the parties on 19 February 2018, both parties voluntarily entered
into a mediation process to resolve all differences in good faith. In early August 2018 both parties
reached settlement on the project dispute and entered into a Deed of Settlement and Release.
In addition to the Deed of Settlement and Release, both parties executed a Profit Share
Agreement, Exploration and Production Joint Venture Agreement and Third Variation to the TAA.
The key terms of the Deed of Settlement and Release are as follows:
1. Gekogold will retain a royalty, payable in cash, over the Project on the following terms:
(i)
(ii)
(iii)
10% of the first 25,000 oz Au produced;
4% of the next 60,039 oz Au produced; and
2% of all production over and above 85,039 oz Au.
The above royalty is reduced by a capped amount of $3.25M at a rate of 3.33% per ounce.
2. Gekogold will be entitled to 30% of the profit earned from the sale of minerals from the
Project after CM1 has earned $9M profit. Gekogold makes no contribution to the costs of the
Project and is not responsible for any losses incurred on the Project with mining to commence
by 1st October 2018, subject to no major adverse event occurring.
3. Gekogold and CM1 have formed a joint venture on a 30:70 basis on the tenement area outside
the Project. CM1 will operate the joint venture.
4. Gekogold subscribed for $500,000 in fully paid ordinary shares in CM1’s Initial Public Offering
in July 2018. CM1 was admitted to the ASX on 30 August 2018.
The retained interest has been reduced by $247,916 during the year as a result of receiving that
amount by way of royalty from the Geko gold project.
(ii)
Joint Venture Contribution
Bulletin, via its wholly owned subsidiary Gekogold, has a 30% interest in the Gekogold Exploration
and Production Joint Venture Agreement (Joint Venture) with CM1 whereby it contributes to the
Joint Venture via way of cash calls. Bulletin has replaced CM1 as the operator of the Joint Venture.
On 1 March 2019, CM1 announced that it had appointed Pitcher Partners as Joint and Several
Administrators of the Company. On 6 March 2019 it was announced that Cor Cordis had been
appointed as Receivers and Managers of CM1. These appointments directly affect the Company’s
42
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
7.
EXPLORATION AND EVALUATION ASSETS (continued)
carrying value of its investment in CM1 and accordingly has resulted in an impairment of the CM1
investment. The appointments do not affect the Company’s interest in the Gekogold Project.
Subsequent to the appointment of the Receivers and Managers Bulletin was appointed operator of
the Joint Venture replacing CM1.
8.
INCOME TAX
(a) Numerical reconciliation of income tax expense
to prima facie tax payable
Loss from continuing operations after income tax expense
Prima facie tax expense/(benefit) on profit/(loss) from
ordinary activities at 30% (2018: 30%)
Under provision of tax in prior period
Tax effect of amounts which are not deductible
(taxable) in calculating taxable income
Share based payments
R&D refund
Financial asset
Movement in unrecognised temporary differences
Tax losses and temporary differences utilised previously not
recognised
Deferred tax assets not recognised in relation to current year
tax losses
Income Tax Expense is attributable to:
Loss from continuing operations
Profit from discontinuing operations
(b) Unrecognised temporary differences
Deferred Tax Assets (at 30%)
Investments
Accruals
Provisions
Capital raising costs
Deferred Tax Liabilities (at 30%)
2019
$
2018
$
(1,874,339)
(1,874,339)
(586,875)
(586,875)
(562,302)
(176,063)
-
(15,699)
82,712
-
177,702
-
-
-
-
-
-
-
-
-
301,888
207,461
-
-
-
15,699
-
15,699
177,702
57,395
257
152,740
388,094
-
3,078
5,528
724
95,699
105,029
-
Net Deferred Tax Assets (at 30%)
388,094
105,029
43
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
8.
INCOME TAX (continued)
(c) Unrecognised temporary differences
Deferred Tax Assets (at 30%)
Capital raising costs
Borrowing costs
Provisions
Carry forward tax losses
Deferred Tax Liabilities (at 30%)
Mine property and development
Mineral exploration
Net Deferred Tax Assets (at 30%)
2019
$
-
-
-
-
-
-
-
-
-
2018
$
-
-
-
-
-
-
-
-
-
In the prior year all carried forward tax losses were utilised against the profits made from the sale of
the company’s 20% Joint Venture interest. Going forward 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.
9.
TRADE & OTHER PAYABLES
Trade payables (a)
Sundry creditors and accruals (b)
2019
$
39,111
185,061
224,172
2018
$
136,489
-
136,489
(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.
10.
ISSUED CAPITAL
(a) Share capital
Ordinary Shares
Opening balance
Movement during the year
Closing balance
2019
No
2018
No
2019
$
2018
$
179,293,074
-
179,293,074
179,293,074
-
179,293,074
1,200,704
-
1,200,704
1,200,704
-
1,200,704
44
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
10.
ISSUED CAPITAL (continued)
(b) Movement in options on issue
Beginning of the financial year
Options issued
Options exercised during the financial year (Note 14)
Expired during the financial year
End of financial year
(c) Capital risk management
2019
No
2018
No
15,500,000
14,500,000
-
-
30,000,000
15,500,000
-
-
-
15,500,000
The Group’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 Group 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 Group has not derived any income from its mineral exploration and
currently has no debt facilities in place.
11. RESERVES
Equity settled transaction
Available-for-sale-reserve
Movements in Reserves
Equity settled transaction reserve
Balance at beginning of financial year
Share based payment (Note 14)
Balance at end of financial year
2019
$
559,189
-
559,109
2018
$
268,481
(51,720)
216,761
268,481
290,708
559,189
268,481
-
268,481
The equity settled transaction reserve records share-based payment transactions.
Available-for-sale reserve
Balance at the beginning of the financial year
New accounting standards adjustments to opening balance
(Note 1(c))
Restated balance at beginning of financial year
Net change in fair value of available-for-sale financial assets
Balance at end of financial year
2019
$
2018
$
(51,720)
(98,980)
51,720
-
-
-
-
(98,980)
47,260
(51,720)
This reserve previously recorded the movements in the fair value of available-for-sale investments.
45
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
12. RETAINED EARNINGS
Retained earnings at beginning of financial year
Loss for the year
New accounting standards adjustments to opening balance
Retained earnings at end of financial year
2,304,876
(1,874,339)
(51,720)
378,816
2,891,751
(586,875)
-
2,304,876
13.
EARNINGS PER SHARE
The loss and weighted average number of ordinary shares
used in the calculation of loss per share are as follows:
2019
2018
Loss from continuing operations ($)
Basic and diluted loss per share (cents per share)
(1,874,339)
(1.04)
(586,875)
(0.33)
Loss for the year ($)
Basic and diluted profit/(loss) per share (cents per share)
Weighted average number of ordinary shares
(1,874,339)
(1.05)
179,293,074
(586,875)
(0.33)
179,293,074
30,000,000 (2018: 15,500,000) options issued pursuant to offers made under disclosure documents
and are considered to be potential ordinary shares but have not been included in the calculation of
earnings per share as they are not dilutive.
14.
SHARE BASED PAYMENTS
Directors and Executives Options
The Company issues options to Directors and Executives from time to time. The terms and conditions
of those options vary between option holders. There were 13,000,000 (2018: Nil) options issued to
Directors or Executives during the financial year.
Options issued to the Directors and Executives vest immediately.
Other relevant terms and conditions applicable to options granted as above include:
any Directors or Executives vested options that are unexercised by 30 November 2021 will expire
or, if they resigned, in accordance with their specific terms and conditions; and
upon exercise, these options will be settled in ordinary shares of Bulletin Resources Limited.
1,500,000 options were issued to a consultant on the same terms and conditions as director options.
(a)
Summary of options issued
The following table illustrates the number (No.) and weighted average exercise prices (WAEP) of share
options issued.
46
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
14.
SHARE BASED PAYMENTS (continued)
Outstanding at 1 July
Granted during the year
Exercised during the year
Disposed of during the year
Expired during the year
Outstanding at 30 June
Exercisable at 30 June
2019
No.
15,500,000
14,500,000
-
-
-
30,000,000
30,000,000
2019
WAEP
$
0.033
0.043
-
-
-
0.038
0.038
2018
No.
15,500,000
-
-
-
-
15,500,000
15,500,000
2018
WAEP
$
0.033
-
-
-
-
0.033
0.033
The following options were issued during the year:
Directors
10,000,000 options over ordinary shares with an exercise price of $0.043 each, exercisable
immediately and expiring on 30 November 2021 were issued to Directors.
Executives
3,000,000 options over ordinary shares with an exercise price of $0.043 each exercisable
immediately and expiring on 30 November 2021 were issued to an Executive.
Consultants
1,500,000 options over ordinary shares with an exercise price of $0.043 each exercisable
immediately and expiring on 30 November 2021 were issued to a consultant.
(b) Valuation models of options issued
The fair value of the options is estimated at the date of grant, being 15 November 2018, using a Black-
Scholes model. The following table gives the assumptions made in determining the fair value of the
options granted in the financial year. The options vested immediately.
Dividend yield (%)
Expected volatility (%)
Risk-free interest rate (%)
Expected life of options (years)
Option exercise price ($)
Share price at grant date ($)
Fair value at grant date (cents)
-
106.05
2.13
3.03
0.043
0.033
0.02
The expected life of the options is based on historical data and is not necessarily indicative of exercise
patterns that may occur.
47
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
14.
SHARE BASED PAYMENTS (continued)
The expected volatility reflects the assumption that the historical volatility is indicative of future
trends, which may also not necessarily be the actual outcome.
Weighted average remaining contractual life
The weighted average remaining contractual life for share options outstanding as at 30 June 2019 is
1.90 years (2018: 1.44 years).
Weighted average fair value
The weighted average fair value of the options granted during the financial year was 2 cents each
(2018: nil).
2019
$
2018
$
260,633
30,075
290,708
-
-
-
2019
$
2018
$
36,550
36,550
36,203
36,203
Employee Expenses
Share options granted:
- equity settled Key Management Personnel
- equity settled Other
Total expense recognised as employee costs
15. REMUNERATION OF AUDITOR
During the year, the following fees were received or due and
receivable by BDO for:
Audit and review of financial report
Other than their statutory audit duties, BDO Audit (WA) Pty
Ltd did not perform any other services for the Company
during the year.
16. 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. Other key management
personnel include the Company Secretary, Andrew Chapman.
(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.
48
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
16. RELATED PARTY TRANSACTIONS (continued)
No amounts in addition to those disclosed in the remuneration report to the financial statements were
paid or payable to Directors or other key management personnel of the Group in respect of the year
ended 30 June 2019.
(c) Transactions with related parties
The following transactions occurred with related parties:
The Group has a services agreement with Matsa Resources Limited (Matsa) whereby Matsa would
provide accounting and administrative services to the Group on a monthly arms-length and
commercial basis. Messrs Poli, Sibbel and Chapman are directors of Matsa.
In the current year $318,153 has been charged to Bulletin for these services (2018: $76,146). Of this
amount $175,000 relates to additional charges for the 2017 to 2019 relating to undercharging of staff
time and representation at various trade conferences over this period. At 30 June 2019 there was an
outstanding balance of $192,087 (2018: $24,272) owing to Matsa.
Compensation of Key Management Personnel
Short-term employment benefits
Post-employment benefits
Termination benefits
Share-based payment (Note 14)
2019
$
2018
$
303,216
6,952
-
260,633
570,801
204,085
4,290
-
-
208,375
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 Group.
17.
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.
49
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
18. INVESTMENT IN CONTROLLED ENTITIES
Entity
Principal
Activity
Class of
Shares
Country of
incorporation
Equity holding
2019
%
2018
%
Lamboo
Operations Pty Ltd
Gekogold Pty Ltd
Bulletin
Queensland Pty Ltd
Mineral
Exploration
Mineral
Exploration
Mineral
Exploration
19. PARENT ENTITY DISCLOSURES
Ordinary
Australia
Ordinary
Australia
Ordinary
Australia
100
100
100
100
100
-
As at, and throughout, the financial year ended 30 June 2019 the parent company of the Group was
Bulletin Resources Limited.
Result of the parent Entity
Loss for the year
Other comprehensive gain/(loss)
Total comprehensive loss for the year
Financial position of parent entity at year end
Current assets
Total assets
Current liabilities
Total liabilities
Total equity of the parent entity comprising of:
Share capital
Reserves
Retained earnings
Total equity
Company
2019
$
2018
$
(1,874,339)
-
(1,874,339)
(586,875)
47,260
(539,615)
2,277,397
2,362,881
224,172
224,172
1,200,704
559,189
378,816
2,138,709
3,608,830
3,858,830
136,489
136,489
1,200,704
216,761
2,304,876
3,722,341
50
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
20.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s principal financial instruments comprise receivables, payables, cash and short-term
deposits and financial assets at fair value through profit or loss.
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 main financial risks are interest rate 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 and assessments of market
forecasts for interest rate 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.
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
2(h) to the financial statements.
The accounting classification of each category of financial instruments as defined in note (2(h)), and
their carrying amounts, are set out below:
a) Interest Rate Risk Exposures
The Group’s exposure to risks of changes in market interest rates relate primarily to the Group’s cash
balances. 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
2019 and 30 June 2018 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:
51
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
20.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
Financial
Assets
and
Cash and cash
equivalents
Trade
other
receivables
Other
financial
assets
Total
Financial
Assets
Floating Interest Rate
2019
$
2018
$
Fixed Interest
Less than 1 year
2018
2019
$
$
Non-interest
Bearing
2019
$
2018
$
Total
2019
$
2018
$
627,956
1,379,180
1,499,930
2,000,000
-
-
2,127,886
3,379,180
-
-
-
-
-
-
-
8,571
1,770
8,571
1,770
-
140,940
227,880
140,940
227,880
627,956
1,379,180
1,499,930
2,000,000
149,511
229,650
2,277,397
3,608,830
The weighted average interest rate received on cash and cash equivalents by the Group was 1.37%
(2018: 1.85%).
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 expected credit loss 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
(c) Commodity Price Risk
2019
$
2,127,886
2018
$
3,379,180
The Group’s revenues are exposed to commodity price fluctuations. The Group has no exposure at the
end of the financial year.
(d) 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.
52
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
20.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
As at the reporting date the Group had sufficient cash reserves to meet its requirements. The Group
has no access to credit standby facilities.
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.
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. Trade payables and other financial liabilities mainly originate from the financing of
assets used in ongoing operations. 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 2019
Financial Assets
Cash and
equivalents
Other receivables
Other financial
assets
Financial Liabilities
Trade and other
payables
30 June 2018
Financial Assets
Cash and
equivalents
Other receivables
Other financial
assets
Financial Liabilities
Trade and other
payables
Carrying
amount
Contractual
cash flows
6 mths or
less
6-12 mths
1-2 years
2-5 years
2,127,886
2,127,886
2,127,886
8,571
8,571
8,571
140,940
140,940
140,940
2,277,397
2,277,397
2,277,397
224,172
224,172
224,172
224,172
224,172
224,172
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Carrying
amount
Contractual
cash flows
6 mths or
less
6-12 mths
1-2 years
2-5 years
3,379,180
1,770
227,880
3,608,830
136,489
3,379,180
1,770
3,379,180
1,770
227,880
3,608,830
136,489
227,880
3,608,830
136,489
136,489
136,489
136,489
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
53
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
20.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
Equity Price Risk
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 Company’s investments are solely in equity instruments. These instruments are classified as
financial investments 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 held by the Group:
Listed equities (Level 1 fair value hierarchy)
6
Note
30 June 2019
$
140,940
30 June 2018
$
227,880
Sensitivity analysis
The Group’s equity investments are listed on the Australian Securities Exchange. A 10% increase in
stock prices at 30 June 2019 would have decreased the loss by $14,094 (2018: $22,788), an equal
change in the opposite direction would have increased the loss by an equal but opposite amount.
(e) 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.
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).
54
BULLETIN RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
21. COMMITMENTS AND CONTINGENCIES
The Group has a contingent asset being the royalty receivable on the Geko gold project as detailed in
Note 7(i). There are no other contingent assets or liabilities as at 30 June 2019. Since the end of the
financial year the Group entered into an agreement to acquire 80% of the Lake Rebecca Gold Project
from Matsa Resources Limited. The terms of the consideration are contained in Note 22 below.
22. EVENTS SUBSEQUENT TO REPORTING DATE
On 23 July 2019 Bulletin announced that it had entered into an agreement with major shareholder
Matsa Resources Limited, to acquire an 80% interest in the Lake Rebecca gold project, 150km east
north-east of Kalgoorlie, Western Australia for a cash payment of $125,000 and a 1% net smelter
royalty on all minerals.
Bulletin has disposed of all of its interest in Kalamazoo Resources Limited since the end of the financial
year resulting in a total consideration of $193,385.
Other than the above, there has been no matter or circumstance that has arisen that has significantly
affected, or may significantly affect:
•
•
•
the group’s operations in future financial years, or
the results of those operations in future financial years, or
the Group’s state of affairs in future financial years.
55
BULLETIN RESOURCES LIMITED
DIRECTORS DECLARATION
FOR THE YEAR ENDED 30 JUNE 2019
DIRECTORS’ DECLARATION
The Directors of the Company declare that:
1. The financial statements, comprising the consolidated statement of profit or loss and other
comprehensive income, consolidated statement of financial position, consolidated statement
of cash flows, consolidated statement of changes in equity, consolidated accompanying notes,
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; and
(b) Give a true and fair view of the financial position as at 30 June 2019 and of the
performance for the year ended on that date of the Group.
2.
In the Directors’ opinion, there are reasonable grounds to believe that the Group will be able
to pay its debts as and when they become due and payable.
3. The Directors have been given the declarations by the Chairman required by section 295A.
4. The Group has included in the notes to the financial statements an explicit and unreserved
statement of compliance with International Financial Reporting Standards.
This declaration is made in accordance with a resolution of the Board of Directors and is signed for
and on behalf of the Directors by:
Paul Poli
Director - Chairman
Dated this 25th day of September 2019
56
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 Audit of the Financial Report
Opinion
We have audited the financial report of Bulletin Resources Limited (the Company) and its subsidiaries
(the Group), which comprises the consolidated statement of financial position as at 30 June 2019, the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement
of changes in equity and the consolidated statement of cash flows for the year then ended, and notes
to the financial report, including a summary of significant accounting policies and the directors’
declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
(ii)
Giving a true and fair view of the Group’s financial position as at 30 June 2019 and of its
financial performance for the year ended on that date; and
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance
with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
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.
57
Accounting for share based payments
Key audit matter
How the matter was addressed in our audit
As per Note 14, during the year ended 30 June 2019,
Our audit procedures in respect of this area included, but
the Company issued options to director, employees
were not limited to the following:
and consultants which have been accounted for as
share based payments.
Refer to Note 2(p) and Note 2(x) of the financial
report for a description of the accounting policy and
significant estimates and judgements applied to
these transactions.
Due to the complex and judgemental estimates used
in determining the valuation of the share based
payments, we consider the accounting for the share-
based payment expense to be a key audit matter.
•
•
•
•
•
reviewing the relevant agreements to obtain an
understanding of the contractual nature of the
share based payment arrangements;
reviewing management’s determination of the
fair value of the options granted;
considering the appropriateness of the valuation
model used and assessing the valuation inputs;
verifying the grant date applied to the share
based payments and where shareholder approval
Was required, to the Company’s Annual General
Meeting date; and
assessing the adequacy of the related disclosure
in Note 2(p), Note 2(x) and Note 14 of the
financial report.
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 30 June 2019, but does not include the
financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
58
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:
http://www.auasb.gov.au/auditors_files/ar2.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 17 to 24 of the directors’ report for the
year ended 30 June 2019.
In our opinion, the Remuneration Report of Bulletin Resources Limited, for the year ended 30 June
2019, complies with section 300A of the Corporations Act 2001.
Responsibilities
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.
BDO Audit (WA) Pty Ltd
Neil Smith
Director
Perth, 25 September 2019
59
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 2019, 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.
This declaration is in respect of Bulletin Resources Limited and the entities it controlled during the
period.
Neil Smith
Director
BDO Audit (WA) Pty Ltd
Perth, 25 September 2019
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.
60
BULLETIN RESOURCES LIMITED
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2019
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 2019, 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:
(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.
2(b)
Yes
3(b)
2(e)
Yes
Yes
61
BULLETIN RESOURCES LIMITED
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2019
Principle # ASX Corporate Governance Council Recommendations
Reference
Comply
6(c)
Yes
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;
(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
its
accordance with the entity’s diversity policy and
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:
2(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;
62
BULLETIN RESOURCES LIMITED
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2019
Principle #
ASX Corporate Governance Council Recommendations
Reference
Comply
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(b)
No
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
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 independent
2(d)
No
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.
2(b), 2(c), 2(d)
No
3(b)
Yes
Principle 3 Act ethically and responsibly
3.1 A listed entity should:
6(a)
Yes
(a) have a code of conduct for its directors, senior executives
and employees; and
(b) disclose that code or a summary of it.
63
BULLETIN RESOURCES LIMITED
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2019
Principle # ASX Corporate Governance Council Recommendations
Reference
Comply
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
independent
directors and a majority of whom are
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.
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
financial statements comply with the appropriate
the
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
is operating
effectively.
internal control which
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.
3(a)
No
5(c)
Yes
4(a)
Yes
4(b)
Yes
64
BULLETIN RESOURCES LIMITED
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2019
Principle # ASX Corporate Governance Council Recommendations
Reference
Comply
Principle 6 Respect the rights of security holders
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
relations program to facilitate effective two-way
communication with investors.
4(a), 4(b)
Yes
Yes
6.3 A listed entity should disclose the policies and processes it has
4(a), 4(b)
Yes
in place to facilitate and encourage participation at meetings
of security holders.
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:
2(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
employs for overseeing the entity’s risk management
framework.
7.2 The board or a committee of the board should:
5(a), 5(b), 5(d)
Yes
(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.
3(a)
No
65
BULLETIN RESOURCES LIMITED
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2019
Principle # ASX Corporate Governance Council Recommendations
Reference
Comply
7.4 A listed entity should disclose whether it has any material
exposure to economic, environmental and social sustainability
risks and, if it does, how it manages or intends to manage those
risks.
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
composition of remuneration for directors and senior
is
executives and ensuring that such remuneration
appropriate and not excessive.
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 scheme
should:
(a) have a policy on whether participants are permitted to enter
into transactions (whether through 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.
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.
66
BULLETIN RESOURCES LIMITED
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2019
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;
Overseeing the management of business risks, safety and occupational health,
environmental issues and community development;
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.
•
•
•
•
67
BULLETIN RESOURCES LIMITED
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2019
2.
THE BOARD OF DIRECTORS (continued)
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.
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
The Chairman is responsible for:
•
•
•
leadership of the board;
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.
68
BULLETIN RESOURCES LIMITED
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2019
2.
THE BOARD OF DIRECTORS (continued)
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. ThebBoard 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;
•
• 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.
69
BULLETIN RESOURCES LIMITED
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2019
2.
THE BOARD OF DIRECTORS (continued)
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
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.
70
BULLETIN RESOURCES LIMITED
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2019
3.
BOARD COMMITTEES (continued)
3(a) Audit Committee (continued)
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 2001 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 and Nomination 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 and Nomination 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.
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:
71
BULLETIN RESOURCES LIMITED
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2019
4.
TIMELY AND BALANCED DISCLOSURE (continued)
•
•
•
•
be factual and subject to internal vetting and authorisation before issue;
be made in a timely manner;
not omit material information;
be expressed in a clear and objective manner to allow investors to assess the impact of
the information when making investment decisions;
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:
72
BULLETIN RESOURCES LIMITED
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2019
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;
• retention of key staff;
•
• continuous disclosure obligations.
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;
73
BULLETIN RESOURCES LIMITED
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2019
5.
RECOGNISING AND MANAGING RISK (continued)
(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.
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:
(ii) Comply with the law;
(iii) Act in the best interests of the Company;
(iv) Be responsible and accountable for their actions; and
(v) 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.
74
BULLETIN RESOURCES LIMITED
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2019
6.
ETHICAL AND RESPONSIBLE DECISION MAKING (continued)
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.
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.
75
BULLETIN RESOURCES LIMITED
ADDITIONAL ASX INFORMATION
FOR THE YEAR ENDED 30 JUNE 2019
The following additional information is required by the Australian Securities Exchange. The
information is current as at 12th September 2019.
(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.
Fully Paid Ordinary
Shares (BNR)
1 – 1,000
1,001
5,000
–
5,001
10,000
–
10,001 –
100,000
100,001 –
and over
Total
25
8
23
132
123
311
There were 72 shareholders holding less than a marketable parcel at 12th September 2019.
(b) Substantial shareholders
Substantial shareholders in Bulletin Resources Ltd as disclosed in substantial holder notices provided
to the Company are detailed below -
Name
MATSA RESOURCES LIMITED
GOLDFIRE ENTERPRISES PTY LTD
Shares
% of Total Shares
48,000,000
39,784,133
26.77
22.19
76
BULLETIN RESOURCES LIMITED
ADDITIONAL ASX INFORMATION
FOR THE YEAR ENDED 30 JUNE 2019
ADDITIONAL ASX INFORMATION (CONTINUED)
(c) 20 Largest holders of quoted equity securities as at 12th September 2019
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
Mr Robert Paul Martin & Mrs Susan Pamela Martin