Annual Report 2018
Queensland Bauxite Limited
ABN 18 124 873 507
and Controlled Entities
22nd October 2018
Dear Shareholders,
EXECUTIVE CHAIRPERSON’S LETTER
“This is just the beginning” - December 2017 Quarterly Report
What a significant year it has been for the company and our loyal shareholders. This letter begins
by quoting the phrase I used in the QBL December 2017 Quarterly, ‘This is just the beginning’,
and there is so much more yet to come!
I am very pleased to present, as QBL’s Executive Chairperson and responsible for business
development, on behalf of the Board of Queensland Bauxite Limited (ASX:QBL or “the
Company”), our most significant Annual Report to date.
In October 2017 we began our International Expansion project by engaging the services of the
Israeli Research Organisation, EndoCRO Ltd, to advise us on research and product development
for GMP grade medical cannabis products. Our goal was to take Queensland Bauxite Ltd from
purely an exploration company to a major dominant global player by making a strategic
investment in Medical Cannabis Ltd (MCL) thus allowing us to enter the burgeoning multi-billion
dollar medical cannabis industry whilst still pursuing our bauxite mining developments. To
achieve this goal the Company has recently had to undertake a major transformation of its
business activities from a mining and exploration entity, and through a recompliance we are
creating the new parent company “Cann Global Limited” (ASX:CGB) which is scheduled to
commence trading on the ASX in mid-November, with the approval of the ASX. Our newly
branded Cann Global Limited will oversee our medical cannabis, hemp food and mining divisions.
We are pleased to report that during the past 12 months QBL has successfully entered into formal
agreements, joint ventures and is presently undertaking projects with no fewer than 11
Australian and International companies such as:
EndoCRO Ltd, Israel, for the formulation of a unique medical Cannabis drug delivery system;
CannTab Therapeuritics Ltd, Canada, for the rights to exclusively manufacture and distribute
throughout Australia and Asia their exclusive pharmaceutical grade GMP (XR) CannTab pills
intended to assist in alleviating some symptoms of various chronic illnesses and to assist with
pain management;
Affinity Energy Health Limited (formerly Algae.Tec), is licensing our unique Cannabis cultivar
seed bank to formulate Cannabis medicinal products for veterinary medications;
Certara, USA, is providing pharmaceutical consultative services for the development and
distribution of the CannTab XR medication here in Australia. Drs Andreas Wallnoefer and Graham
Scott are providing technical oversight;
THE TECHNION, Israel. MCRG, our Medical Cannabis Research group, has signed an agreement
to fund the research studies of Dr David (Dedi) Meiri Ph.D., and his team as they investigate the
intervention of medicinal cannabis to disrupt the debilitating mechanisms of Autoimmune
Disease, in particular, Multiple Sclerosis. MCRG has the rights to an exclusive license agreement
to benefit from any discoveries that come as a direct result of the research being conducted by
Dr Meiri and his team. The team has already had ground breaking success in the lab in the first 6
months of this research with human trials currently being progressed;
John Easterling, Amazon Herb Co., a world-renowned expert in Cannabis Therapeuticals, and
influential advocate for the medical cannabis industry, has joined the team of Medical Cannabis
Ltd. John is providing valuable consultative services to all our MCL Projects;
Hemp Hulling Co, Queensland, oversees the processing and packaging of all our Hemp Seed
nutritional products and Hemp Seed oil. We are very pleased to have the professional services of
the Edwards family who are managing and developing this division;
VitaHemp’s Seed and processing Division, HHC, and partners Waltanna Hemp Group, providing
our Hemp Seed ingredients for the ‘Red Tractor’ group which currently supplies these products
in hundreds of Coles stores around Australia;
T12 Holdings Ltd, managed by Seb and Sam Edwards, will be the main support company for our
Retail brands: VitaHemp, Organic Markets Direct (OMD), EM Superfoods, Australian Grown
Naturals, Blanck & Co., and Black Bag. These brands providing Certified Organic Foods such as
hemp Food, Chia, Green Leaf Stevia, Brown Rice, Quinoa, BuckWheat and Cacao;
Medcan Australia will be overseeing our research, cultivation , production and manufacture of
medical cannabis GMP pharmaceutical grade formulations, therapeutics, and nutraceuticals. The
team is being led by Craig Cochran and Gareth Ball;
PharmoCann Israel, for the rights under a 50/50 JV agreement, to exclusively cultivate,
manufacture and distribute throughout Australia and internationally Pharmocann’s exclusive
medical cannabis products together with their unique cultivation, manufacturing and product IP
and expertise developed over many years.
The Board is also pleased that the South Johnstone Bauxite Project continues to progress towards
achieving milestones and completing tests required to secure its final ML. Our Project team has
met with the management and boards of international bauxite and alumina processing
companies in China who have shown an interest to discuss partnering in the development of this
project and discussions are continuing as we work towards finalising offtake partnerships.
At the recent E.G.M. we were very pleased to have received overwhelming support for the
approval of the 14 resolutions to take our company to the next stage in its development. In
particular, and on behalf of the Board, I would like to thank all of our shareholders who
participated in our recent successful capital raise (CR). Allocations will be confirmed in the coming
weeks taking into account priority to longer term shareholders, larger shareholders, and those
who applied earlier.
It is our belief that the following 12 months will be a significant year in the development and life
of our company as we: 1) Bring on line our new medical cannabis facilities in Queensland for the
cultivation and manufacture of the Canntab and Pharmocann medical cannabis products and
formulations, 2) Increase our penetration into the natural health food sector in Australia and
globally with our new range of organic and health foods, 3) Increase our footprint, yield and
acreage on our hemp farms in NSW, Victoria and Tasmania, and 4) progress our research work
to develop unique medical products, particularly the cutting edge research being undertaken on
our behalf by Dr Meiri and his team at the leading Cannabis research lab located at the Technion
in Haifa Israel.
We look forward to profitable returns on our investments and increasing shareholder wealth
moving forward into 2019.
My thanks go to the Board, the entire management team, and to our shareholders for their
invaluable support and contribution towards the fast progressing success of our company.
Pnina Feldman
Executive Chairperson,
Director of Business Development,
Queensland Bauxite Limited
Providing global
solutions …
CONTENTS
Corporate Directory.................................................................................................................................. 1
Schedule of Mineral Tenements as at 30 June 2018 ................................................................................ 2
Directors’ Report ...................................................................................................................................... 3
Remuneration Report – Audited ............................................................................................................ 17
Auditor’s Independence Declaration...................................................................................................... 24
Financial Statements .............................................................................................................................. 25
Notes to the financial statements for the year ended 30 June 2018 ..................................................... 30
Directors’ Declaration............................................................................................................................. 69
Independent Auditors’ Report ............................................................................................................... 70
Additional Information – as at 30 September 2018 ............................................................................... 73
Directors’ report |
Corporate Directory
Directors
Pnina Feldman
(Executive Chairperson)
Sholom Feldman
(Executive Director, CEO)
Meyer Gutnick
(Non-Executive Director)
David Austin
(Alternate Director)
Company Secretary
Sholom Feldman
Registered Office
24 Birriga Rd
BELLEVUE HILL NSW 2023
Telephone:
Facsimile:
(02) 9291 9000
(02) 9291 9099
Email: mlesaffre@queenslandbauxite.com.au
Auditors
Nexia Sydney Partnership
Level 16
1 Market Street
Sydney NSW 2000
Telephone:
(02) 9251 4600
Bankers
Bank of Western Australia
Sydney NSW 2000
Share Registry
Computershare Investor Services Pty Limited
Level 11
172 St Georges Terrace
Perth WA 6000
Telephone: (08) 9323 2000
Stock Exchange Listing
The Company is listed on the Australian
Securities Exchange Ltd (ASX).
Website
www.queenslandbauxite.com.au
Australian Securities Exchange
Code:
QBL
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 1
Directors’ report |
Schedule of Mineral Tenements as at 30 June 2018
Project Name
Status
Interest Held %
Expiry date
Eastern Australia Bauxite
Projects
South Johnstone
South Johnstone
EPM18463
MDL2004
Granted
Granted
100%
100%
25/05/2020
31/10/2019
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 2
Directors’ report |
Directors’ Report
The Directors present their report together with the consolidated financial statements of the Group comprising
Queensland Bauxite Limited (“the Company” or “QBL”) and its subsidiaries, for the financial year ended 30 June 2018
and the independent auditors report thereon.
Directors
The names and details of the Company’s Directors in office during the financial year and until the date of this report
are as follows. Directors were in office for this entire period unless otherwise stated.
Names, qualifications, experience and special responsibilities
Pnina Feldman
Executive Chairman
Pnina Feldman was the first woman in Australia to publicly list a successful mining company (Diamond Rose NL – known
at the time as “The float of the decade”). Executive Chairperson of publicly listed companies for over 20 years, she is a
well-known entrepreneur and negotiator of deals in the mining industry. She has been involved in exploration of gold,
diamonds, gemstones, iron ore and bauxite amongst other minerals. Mrs Feldman is known for her philanthropic work
and was the first person to receive from The Hon Malcom Turnbull MP, the ‘Wentworth Community Award”, for
dedication and service to the community. She studied arts/law at Melbourne University followed by three years of study
in Gateshead, England. She was founding principal at Kesser Torah girls’ high school and founding principal of Yeshiva
College Bondi (formerly Yeshiva Girls High School).
Sholom Feldman
Executive Director, Chief Executive Officer and Company Secretary
Sholom Feldman has been Managing Director of Queensland Bauxite since he co-founded the Company in 2007. Sholom
has extensive experience in general commercial management, has performed advisory and company secretarial work
for both listed and unlisted companies and has managed both private and listed exploration companies. Sholom was
general manager of the publicly listed Diamond Rose NL between 1999 and 2005 and is a director and manager of a
number of private companies. He has been instrumental in negotiating, financing, developing and managing many
exploration projects internationally including the purchase of the Guanaco Mine in Chile for Austral Gold Limited from
the Canadian Kinross Gold Corporation, and subsequently the purchase of Kinross’ Australian gold assets including the
Norseman and Broads Dam Gold Project. Sholom studied at the International MBA program at Bar Ilan University in
Israel and has also completed a Company Secretarial Practice and Meetings course with the Chartered Institute of
Company Secretaries Australia.
Meyer Gutnick
Non-executive Director
Mr. Gutnick has many years’ experience in the investing and finance industry. He has built his reputation in building
significant investor portfolios in the banking, insurance and real estate sectors in New York. He is also a seasoned
investor in the public markets including many years controlling investments in the mineral exploration industry including
companies on the ASX and the public markets in North America. He is also a well-known philanthropist who has
supported many charities internationally, and has been instrumental in the establishment of a number of charities
particularly focused on higher education and advanced learning.
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 3
Directors’ report |
David Austin
Alternate Director
David Austin is a solicitor practising in Sydney.
He has spent many years in the corporate world in the computer, aerospace and heavy engineering industries, and
worked for the Northern Territory Government in the 1980s when he was responsible for petroleum, energy, and
pipeline policy. During a secondment, he reviewed the Northern Territory Mineral Royalty Act and devised a new
mineral royalty regime which encouraged the development of a number of major mining projects.
Interests in the shares and options of the Company and related bodies corporate
The relevant interest of each Director in the shares or options over shares of the Company and any other related body
corporate, as notified by the Directors to the Australian Stock Exchange in accordance with S205G(1) of the Corporations
Act 2001, at the date of this report is as follows:
Ordinary shares
Options over ordinary
shares
Pnina Feldman (1), (2)
Sholom Feldman (1), (2)
Meyer Gutnick
David Austin
193,597,812
193,597,812
5,000,000
-
-
-
-
-
1) Pnina Feldman and Sholom Feldman are each directors of L'Hayyim Pty Ltd which holds 4,222,812 shares in its
capacity as trustee of the 770 Unit Trust.
2) Pnina Feldman and Sholom Feldman are each directors of Volcan Australia Corporation Pty Ltd which holds
189,375,000 shares.
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 4
Directors’ report |
Share options
Unissued shares under options
At the date of this report unissued ordinary shares of the Company under option are NIL. (2017: 12,846,046)
Expiry date
2018
31/08/2018
Number expired prior to
report date
Exercise price $ Number of shares
2,846,046
0.06
2,846,046
These options do not entitle the holder to participate in any share issue of the Company or any other body corporate.
Shares issued on exercise of options
During or since the end of the financial year, the Group issued ordinary shares of the Company, as a result of the
exercise of 56,372,719 options at an amount of $0.012 paid on the shares. There are no amounts unpaid on the shares
issued.
Earnings per share
Dividends
Cents
Basic earnings (loss) per share
(0.32)
Diluted earnings (loss) per share
(0.32)
No dividends were paid or declared since the end of the previous financial year. The Directors do not recommend a
payment of a dividend in respect of the current financial year.
Directors’ meetings
The number of meetings of Directors held during the year (including meetings of committees of Directors) and the
number of meetings attended by each Director were as follows:
Pnina Feldman
Sholom Feldman
Meyer Gutnick
David Austin
Board meetings
A
8
8
8
1
B
8
8
8
8
Notes
A =
number of meetings attended
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 5
Directors’ report |
B =
number of meetings held during the time the Director held office during the year or was a member of the
board.
Principal activities
The principal activities of the Group during the year were mining exploration and evaluation, and legally growing and
cultivating hemp and medicinal cannabis products in Australia.
There were significant changes in the nature of the Group’s current metals and mining activities during the year. The
Company needs to re-comply with Chapters 1 and 2 of the ASX Listing Rules as if it were seeking admission to the Official
List of ASX.
Operating and financial review
Queensland Bauxite Ltd (ASX: QBL) (“QBL” or “the Company”) presents the following report on activities for the year
ending 30 June 2018.
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 6
Cannabis Division Timeline
Incorporated in its current form in 2015, MCL draws on over 15 years of licensed cannabis cultivation
and genetic development
MCL engages the services
of EndoCro Ltd, an iCAN
Israel-Cannabis company
for research and
development of medicinal
Cannabis products
MCL acquires interest in
Hemp Hulling Co.,
completing seed-to-
customer integration of
food business
Federal Government announces
that it will allow export of
Australian medicinal Cannabis
products
Processing plant
expansion to be
completed for food
products division
MCL implements
Canntab drug
development strategy
in conjunction with
Certara’s Dr Andreas
Wallnoefer and Dr
Graham Scott to
distribute Canntab XR
medication in Australia
COLES now selling
Hemp Products
provided by MCL
through Red
Tractor
Medcan obtains Medical
Cannabis import/export
licence.
Dr. David (Dedi) Meiri and his team
make a ground breaking discovery
identifying a cannabinoid that could
lead to potential cure for Multiple
Sclerosis (MS)
Oct 17
Nov 17
Jan 18
Feb 18
Mar 18
Apr 18
Jul 18
Aug 18
Sep 17
Nov 17
Nov 17
Dec 17
Jan 18
Feb 18
Apr 18
Jun 18
4Q 2018
First 20 Tonnes of Seed
secured for sowing in
November with legislation
approval
VitaHemp launches its new
Hemp Food Seed
Low-THC hemp food
products approved for sale
in Australia
Agreement with
Algae.Tec (ASX:AEB) –
AEB to give MCL 19.9% of
its equity for access to
seed bank & expertise
MCL and CannTab sign JV
agreement for Australian and
Asian market
John Easterling joins MCL board
MCL completes an agreement to
sponsor research into Medical
Cannabis Treatments for Multiple
Sclerosis with the Research and
Development Foundation at the
Technion Institute, Haifa, Israel
under the leadership of Dr. David
(Dedi) Meiri and his team
MCL first to
release
Australian
Hemp Seed
Oil gel
Capsules
Medcan and MCL
acquisitions announced.
Medcan is licensed by
the ODC for medical
Cannabis cultivation and
production
Review of Operations
Medical Cannabis Division
Review of Operations
MEDICAL CANNABIS LIMITED
Key Strategic Relationships Developed
During the reporting period, the Group has established many strategic partnerships nationally and internationally.
In December 2017, the Group entered into a binding agreement with AFFINITY ENERGY AND HEALTH LIMITED
(ASX: AEB previously known as Algae Tec Ltd) to supply them with genetics from Medical Cannabis Limited’s
seedbank. The agreement allows them to utilise MCL’s cannabis genetics to cultivate, process, research and
manufacture cannabinoid products for veterinary purposes. AEB is a specialist producer focused on key algae-based
nutraceutical, animal and aquaculture and the medical marijuana markets. Algae is produced from the Company’s
state-of-the-art growing facility in Atlanta which produces multiple high-demand species to service both the growing
nutraceutical and aqua feed markets. AEB has recently applied its industry-leading growing technology to the
production of medicinal cannabis through partnerships in Uruguay for the rapidly expanding cannabis market.
In January 2018 the company, through its subsidiary Vitacann Pty Ltd, entered into an exclusive 50/50 Joint venture
partnership with the Canadian Canntab Therapeutics company which has developed a patent pending Cannabis GMP
Pharmaceutical Grade Extended Release (XR) pill. The joint venture is to market and sell the CanntabTM proprietary
products in Australia with a first right to distribute throughout Asia. VitaCann and CannTab will work towards having
Canntab’s tablets formally approved for sale in Australia and to export to Asia. Pursuant to recent and evolving
legislation in Australia, the Canntab product should qualify for approval, as it should meet all the standard medical
requirements that would be expected by the medical industry. The Canntab - VitaCann JV has intellectual property
licensed by Canntab, with access now to MCL’s Australian Cannabis strains, and six filed patents protecting the
Extended Release Tablets™ (XR). Canntab’s proprietary extended release tablets makes it easier for doctors and
patients to manage dosage. They’re easier to take, largely eliminates social stigma, and do not have many of the
potential adverse side effects of smoking marijuana.
In February 2018, the Group through its subsidiary Medical Cannabis Research Group entered into a sponsored
research agreement with the Technion Research and Development Foundation Ltd (TRDFor Technion). The research
is led by Professor Dedi Meri from the faculty of biology. The overall objective of the study is to identify specific
Cannabis compounds that can be used in clinical trials as a treatment for auto-immune disease focusing initially on
Multiple Sclerosis (MS). In this work, the team of researchers at TRDF aims to elucidate the immunoregulatory
properties of phytocannabinoids and terpenes in MS, as well as further investigate Cannabis’ mechanisms of
action in these areas. This research not only has the ability to advance the identification of new drug candidates, but
also advance our abilities to optimize Cannabis treatment options and efforts toward the creation of personalised
medicine for MS patients.
In June 2018, the Company entered into an agreement to acquire Medcan Australia, a company that is fully licensed
by the Office of Drug Control to cultivate, produce, manufacture, import and export, medical cannabis products. The
company is currently completing the fit out of a highly secure state-of-the-art production and manufacturing facility
with capacity to grow up to 6500kg of dried flower per annum. It is anticipated that this facility will be fully
operational in early 2019.
Review of Operations
Hemp Food Division
Review of Operations
VITAHEMP
Developments
In 2018, VitaHemp, in conjunction with HHC, undertook a major infrastructure upgrade at our Coolum Beach
Dehulling Facility in Queensland. The project involved installing and fitting out its current warehouse facilities with
climate controlled logistics technology and machinery, resizing its floor space with a storage holding capacity space of
up to 200 Metric Tonnes to handle its inward and outward branded & bulk flow.
VitaHemp is currently preparing for its own HACCP accreditation and Certified Organic Certification, and in 2018
became the Hemp Oil and dry goods (Hemp Powder & Flour) ingredient supplier to the Red Tractor brand, distributed
by Coles throughout Australia.
The marketing and production team at VitaHemp continues to move forward with its Product development, which
includes the highest quality, Australian Grown Hulled Hemp Seeds, Protein Powder, Flour, 250ml & 500ml Hemp Oil.
In April, 2018, VitaHemp was pleased to be the first to market with Australian Grown Hemp Seed Oil Capsules. Many
innovative and exciting new Hemp Food products are currently under development and testing for the Consumer
market.
Refining
Vitahemp continues to focus on excellence in refining techniques with the patient expelling of its seed when
producing oil. There is a quantum taste difference between competing brands sold within Australia, be it local or
imported. VitaHemp is clearly the best Hemp oil on the market. True cold pressing, sensitive filtering and processing,
all without commercial pressures nor compromising the integrity of the oil.
The Australian Agricultural Industry in 2018, experienced one of its toughest years for growing and harvesting of
sown crops due to severe drought conditions. With experienced teams managing our farms, Vitahemp maintains a
carefully managed stock control process ensuring that its existing customers, both wholesale & retail will have stock
of Australian Grown Hemp regardless of seasonal conditions.
VitaHemp’s focus has been on functional Hemp Foods grown here in Australia. Longer term planning, ensures
sustainability. VitaHemp is here for the long term, having a high regard for quality and transparency on its
supply chain.
HHC
Developments
HHC, in conjunction with VitaHemp, completed a fit-out and upgrade on its proprietary (new technologies) Hemp
Seed processing and automated nitrogen flushing, packaging assembly line. The facility at Coolum Beach now has
world’s best, state of the art, dehulling processing and assembly line infrastructure guaranteeing the finest quality
Hemp Seed product for the Consumer Foods market.
HHC are concerned about protecting the environment. The upgraded facilities now boast Eco-Friendly Dust extraction
management systems for managing all fine particulate matter that is produced during the dehulling process. Ongoing
development of its processing plant, makes it arguably one of the most advanced Hemp Hulling facilities in the
Southern Hemisphere.
Certifications
In 2018, HHC were given HACCP Certification, having passed its inspection and audit. The HACCP management system
is an Australian quality control process in which food safety is addressed through the analysis and control of
biological,
to
manufacturing, distribution and consumption of the finished product. As part of HHC zero-waste policy, markets were
created for 100% of its hulling and processing by-products.
hazards from raw material
procurement and handling,
and physical
production,
chemical,
Review of Operations
Mining Division
Review of Operations
QUEENSLAND BAUXITE LIMITED MINING OPERATIONS
Queensland Bauxite Limited (ASX: QBL) operates two (2) Bauxite projects under its Mining Division. These projects
form the basis of its overall strategy to develop long term mining and export operations based on offtake or
partnership arrangements.
THE SOUTH JOHNSTONE PROJECT IN QUEENSLAND (EPM 18463 & MDL 2004)
Developments
In 2017, Queensland Bauxite Limited (“QBL” “the company”) was successful in its application for a Minerals
Development Lease (MDL) at Camp Creek. The MDL was granted on the 13th October, 2017.
The company continues to work towards satisfying requirements to make application for a mining lease (ML) over
its Camp Creek JORC Resource.
On the 24th of July 2017 a groundwater monitoring bore was completed by Ingham Drilling at Camp Creek. This
monitoring bore is key to the environmental study currently being conducted by Northern Resource Consultants
(NRC) on behalf of QBL.
In pursuit of Offtake clients, Dr. Robert Coenraads, and members of the Company’s management team visited China
for meetings with executives in the aluminium industry who expressed interest in toll processing of ore, offtake
agreements, or partnering in the development of the South Johnstone Bauxite Project. The team also met Hong
Kong based metals marketing experts to discuss the logistics of bauxite trading. These investigations are ongoing.
QBL has an Indicated JORC Resource of 1.9 million tonnes at Camp Creek located within the larger South Johnstone
Project (1.9Mt at 29.7% Av Al2O3 3.2% Rx SiO2). These thin surficial bauxite caps are geographically situated only
15-24 kilometres from the Port of Mourilyan where a currently-available export allocation to QBL provides capacity
for direct shipping to export markets.
THE NEW ENGLAND BAUXITE PROJECT IN NEW SOUTH WALES (EL 7301)
Project Status
QBL, under the direction of its Project Manager, Dr. Robert Coenraads PhD. decided that no further exploration
was required on the New England Project during the previous period, as the company believes it has sufficient
understanding of the bauxite deposit parameters to enable its ongoing offtake and marketing investigations.
Review of operations
As at 30th June 2018, the Company held the following tenements:
Project Name
Eastern Australia Bauxite
Projects
Directors’ report |
Interest Held %
South Johnstone QLD
EPM18463
South Johnstone
MDL2004
Granted
Granted
100%
100%
Competent Person Statement
The information in this announcement that relates to exploration results, Exploration Targets or Mineral Resources is based
on, and fairly represents, information compiled by Dr Robert Coenraads. Dr Robert Coenraads is a Fellow of the
Australasian Institute of Mining and Metallurgy. Dr Coenraads contracts services to Queensland Bauxite Limited. Dr
Coenraads has sufficient experience, which is relevant to the style of mineralisation and type of deposit under consideration
and the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the JORC Code. Dr
Coenraads has given his consent to the inclusion in the announcement of the matters based on this information in the form
and context in which it appears.
Material Risks
For a discussion of material risks which could impact on the Company’s ability to deliver its strategy set out in the
above Review of Operations, refer to pages 108-119 of the Prospectus dated 27 September, 2018.
For further information please visit the company’s website at www.queenslandbauxite.com.au or contact:
Sholom Feldman
Executive Director/Company Secretary
E: sfeldman@queenslandbauxite.com.au
www.twitter.com/QLDBauxite
About Queensland Bauxite
Queensland Bauxite Ltd is an Australian listed company focused on the exploration and development of its bauxite tenements in
Queensland and New South Wales. The Company’s lead project is the South Johnstone Bauxite Deposit in northern Queensland
which has rail running through the project area and is approximately 15-24 kilometres from the nearest deep water port. The
Company intends to become a bauxite producer with a focus on commencing production at South Johnstone as early as possible.
The Company has recently agreed to acquire a 100% shareholding in Medical Cannabis Limited, an Australian leader in the hemp
and Cannabis industries, and a 100% shareholding in Medcan Australia Pty Ltd, a company with an ODC cultivation and production
License, ODC Cannabis import and export Licenses, and a DA approved Cannabis production and manufacturing facility.
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 14
Directors’ report |
Operating results
The operating loss after tax for the year ended 30 June 2018 for the Group was $5,001,453 (2017: loss $1,855,224).
Environmental regulation
The Group is subject to and compliant with all aspects of environmental regulation of its exploration activities. The
Directors are not aware of any environmental law that is not being complied with.
Significant changes in the state of affairs
During the period, there were no changes in the state of affairs of the Group other than those referred to elsewhere in
this report, or the financial statements or notes thereto.
Events subsequent to balance date
On 27th September 2018, the Company released a Prospectus pursuant to which, the Company will be offering up to
170,000,000 new Shares at an issue price of $0.035 per Share to raise up to $5,950,000, with a minimum subscription
of $1,995,000 (together with one (1) free attaching Option for every two (2) Shares subscribed for and issued).
(a)
The minimum subscription for the Capital Raising Offer is $1,995,000. If the minimum subscription has not
been raised within three months after the date of this Prospectus, the Offers will not proceed, and no Shares will be
issued pursuant to this Prospectus. If this occurs, the Company will repay all application monies received by it in
connection with this Prospectus within the time prescribed under the Corporations Act, without interest.
Based on the capital structure of the Company as at the date of this Prospectus, if the Capital Raising Offer
(b)
proceeds, a maximum of 170,000,000 Shares and 85,000,000 free attaching Options will be issued pursuant to the
Capital Raising Offer.
All of the Shares offered under the Capital Raising Offer will be new Shares and will rank equally with the
(c)
Shares on issue at the date of this Prospectus.
The free attaching Options offered under the Capital Raising Offer have an exercise price of $0.10 on or
(d)
before the expiry date of 30 April 2020.
(e)
The Capital Raising Offer is not underwritten.
To participate in the Capital Raising Offer, you must be a person resident in Australia or New Zealand. The
(f)
Company is not in a position to guarantee a minimum application of Shares under the Capital Raising Offer.
Applications under the Capital Raising Offer must be for a minimum of $2,000 worth of Shares (57,143
(g)
Shares) and thereafter, in multiples of $500 worth of Shares (14,286 Shares).
Application for quotation of the Shares issued under the Offers will be made to ASX no later than 7 days after
(h)
the date of the Prospectus.
Other Offers
(a)
The Prospectus also contains the following Other Offers:
Medcan Offer: An offer of 250,000,000 Shares to Medcan Securityholders in consideration for the Medcan
(i)
Acquisition.
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 15
Directors’ report |
Medcan Management Offer: An offer of 18,000,000 Shares to Medcan Management pursuant to the terms of
(ii)
the Medcan Agreement.
MCL Offer: An offer of 1,212,857,143 Shares to the MCL Shareholders in consideration for the MCL
(iii)
Acquisition.
HHC Offer: An offer of 40,540,541 Shares to the HHC Shareholders pursuant to the terms of the HHC
(iv)
Agreement.
T12 Offer: An offer of 21,621,622 Shares to the T12 Shareholders pursuant to the terms of the T12
(v)
Agreement.
(vi)
T12 Management Offer: An offer of 5,410,000 Shares to the T12 Management.
(vii)
L1 Offer: An offer of 10,492,858 L1 Options to L1.
(viii)
Lead Manager Offer: An offer of 2,857,143 Shares and 20,000,000 Options to the Lead Manager.
Likely developments
Further information about likely developments in the operations of the Group in future years, the expected results of
those operations, the strategies of the Group and its prospects for future financial years has not been included in this
report, because disclosure of the information would be likely to result in unreasonable prejudice to the Company.
Indemnification and insurance of officers
Indemnification
The Company has agreed to indemnify the following current Directors of the Company, Mrs Pnina Feldman, Mr Sholom
Feldman, Mr Meyer Gutnick, and Mr David Austin against all liabilities to another person (other than the Company or a
related body corporate) that may arise from their position as Directors and Officers of the Company and its controlled
entities, except where the liability arises out of conduct involving a lack of good faith. This agreement stipulates that
the Company will meet the full amount of any such liabilities, including costs and expenses.
Non-audit services
The Company’s auditor, Nexia Sydney Partnership was appointed auditor of the Company in January 2008.
Details of the amounts paid to the auditor of the Company, Nexia Sydney Partnership, and its related practices for audit
and non-audit services provided during the year are set out below:
Statutory audit
- audit of financial report
- half-year review of financial report
- audit of newly acquired subsidiaries
Services other than statutory audit
- corporate advisory services
63,641
46,607
23,600
50,000
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 16
Directors’ report |
Remuneration Report – Audited
Remuneration policies
The Board has adopted a framework for corporate governance, including policies dealing with Board and Executive
remuneration. Policies adopted by the Board reflect the relative stage of development of the Company, having regard
for the size and structure of the organisation.
Remuneration levels are competitively set to attract and retain appropriately qualified and experienced Directors and
Senior Executives. The remuneration packages of Executive Directors provide for a fixed level of remuneration. Other
than as noted below Executive remuneration packages do not have guaranteed equity-based components or
performance-based components.
Fixed remuneration
Fixed remuneration consists of base remuneration (salary or consulting fees) including any FBT charges as well as
employer contributions to superannuation funds, where applicable.
Remuneration levels are reviewed annually by the Board of Directors.
Performance linked remuneration
During the previous financial period, the Board of Directors completed a review of compensation and benefit structures.
Long-term incentives are provided as options over ordinary shares of the Company. There has been no issue of shares
or options to Executive Directors as a form of remuneration in the current year.
Consequences of performance on shareholders wealth
In view of the relatively early stage of development of the Company's business and remuneration policies, there is
insufficient information to provide a meaningful quantitative analysis of the relationship between remuneration and
Company performance.
Service agreements
The Company and Australian Gemstone Mining Pty Limited (AGMPL) are parties to a management services agreement
(Management Services Agreement) dated 1 July 2007, and the Variation Deed signed 1 July 2017, for the provision by
AGMPL of executive and corporate services, including geological and technical expertise, to the Company by the
following executives:
•
•
•
Pnina Feldman – Executive Director, Business Development;
Dr Robert Coenraads – Principal Geologist, Exploration and Mining; and
Sholom Feldman – Chief Executive Officer and Company Secretary.
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 17
Directors’ report |
In respect of each of these executives (Key Persons), AGMPL was paid a retainer for the period ended 30 June 2018.
The Company was also reimbursed for all reasonable expenses incurred by or on behalf of the Key Persons.
•
AGMPL is a company owned and controlled by Pnina Feldman.
Each of Pnina Feldman, Dr Coenraads and Sholom Feldman has entered into an executive services agreement with
AGMPL. Each of these executive services agreements contains standard provisions dealing with employment obligations
and standard covenants dealing with general duties and the protection of AGMPL’s interests and mirrors the
Management Services Agreement in respect of termination provisions.
AGMPL also provides suitable fully serviced offices to the Company at its Bellevue Road office at 24 Birriga Road, which
includes use of office space, the board room, kitchen, access to a full-time receptionist, daily cleaning, and essential
office infrastructure, including telephones, fax, printer, broadband internet connections and suitable office furniture.
AGMPL also provides additional administrative services to the Company, such as secretarial, accounting and office
management services. These services are provided to the Company by AGMPL on reasonable arm's length terms as
approved by the independent director(s).
AGMPL Services
Rent
Management and secretarial
Geological fees
Executive and corporate services
Reimbursement of expenses
Administration fees
Marketing services
Total
Consolidated Entity
2018 2017
$ $
168,000
180,000
360,000
624,000
34,577
240,000
120,000
138,000
162,000
360,000
468,000
41,007
-
-
1,726,577
1,169,007
Non-Executive Directors
Non-Executive directors are paid up to $70,000 per annum directors fees.
Director and Executive disclosures
Details of Directors and Company Executives (including Key Management Personnel)
Other than the Executive Directors, no other person is concerned in, or takes part in, the management of the Company
or has authority and responsibility for planning, directing and controlling the activities of the entity. As such, during the
financial year, the Company did not have any person, other than Directors, that would meet the definition of “Key
Management Personnel” for the purposes of AASB124 or “Company Executive or Relevant Group Executive” for the
purposes of section 300A of the Corporations Act 2001 (Act). Remuneration details of the Company Secretary are
disclosed as section 300A(1B)(a) of the Act defines a “Company Executive” to specifically include a secretary of the
entity.
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 18
Directors’ report |
Directors and Key Management Personnel
Pnina Feldman
Sholom Feldman
Meyer Gutnick
David Austin
Executive Chairperson
Director / Chief Executive Officer / Company Secretary
Non-Executive Director
Alternate Director
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 19
Directors’ report |
Short term
Post
employment
Share based
payments
Share based
payments
Other
Specified Directors
Salary & fees
$
Cash bonus
$
Non-
monetary
benefits
$
Super-
annuation
$
Termination
Benefits
$
Shares
$
Options
$
Bonuses
$
Total
$
Proportion of
remuneration
performance
Related
%
Value of
options as a
proportion of
remuneration
%
Pnina Feldman
2018
2017
Sholom Feldman
2018
2017
Meyer Gutnick
2018
2017
David Austin
2018
2017
312,000
234,000
312,000
234,000
70,000
70,000
20,000
20,000
Total Compensation:
Directors including Key Management Personnel
(Company and Group)
2018
2017
714,000
558,000
Total Compensation:
Executive Officers (Company and Group)
2018
2017
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
312,000
234,000
312,000
234,000
70,000
70,000
20,000
20,000
714,000
558,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 20
Corporate governance statement |
Options and rights over equity instruments granted as compensation
Details of options over ordinary shares in the Company that were granted as compensation to each key management
person during the reporting period and details of options that were vested during the reporting period are as follows.
The options were issued free of charge. Each option entitles the holder to subscribe for one fully paid ordinary share in
the entity at the exercise price shown below.
2018
Directors
Vested
Number
Granted
Number
Grant
Date
Pnina Feldman
Sholom Feldman
Meyer Gutnick
David Austin
Total
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Value per
Option at
Grant Date
$
-
Exercise
Price
per Share
$
-
-
-
-
-
-
-
First
Exercise
Date
Last
Exercise
Date
-
-
-
-
-
-
-
-
2017
Directors
Vested
Number
Granted
Number
Grant
Date
Pnina Feldman
Sholom Feldman
Meyer Gutnick
David Austin
Total
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Value per
Option at
Grant Date
$
-
Exercise
Price
per Share
$
-
-
-
-
-
-
-
First
Exercise
Date
Last
Exercise
Date
-
-
-
-
-
-
-
-
No options have been granted since the end of the financial year.
Movements in shares
The movement during the reporting period in the number of ordinary shares in QBL held, directly, indirectly or
beneficially, by each key management person, including their related parties, is as follows:
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 21
Corporate governance statement |
Acquired
Disposed
Held at
30 June 2018
2018
Directors
Held at
1 July 2017
-
Pnina Feldman (1)(2)
193,597,812
Sholom Feldman (1)(2)
193,597,812
Meyer Gutnick
David Austin
2017
Directors
5,000,000
-
-
Held at
1 July 2016
Pnina Feldman (1)(2)
129,065,208
64,532,604
Sholom Feldman (1)(2)
129,065,208
64,532,604
Meyer Gutnick
David Austin
5,000,000
-
-
-
-
-
-
-
Acquired
Disposed
-
-
-
-
-
-
-
-
-
-
193,597,812
193,597,812
5,000,000
-
Held at
30 June 2017
193,597,812
193,597,812
5,000,000
-
(1) Pnina Feldman and Sholom Feldman are each directors of L'Hayyim Pty Ltd which currently holds 4,222,812
Shares in its capacity as trustee of the 770 Unit Trust; and
(2) Pnina Feldman and Sholom Feldman are each directors of Volcan Australia Corporation Pty Ltd which
currently holds 189,375,000 shares.
Modification of terms of equity-settled share-based payment transactions
No terms of equity-settled share-based payment transactions (including options and rights granted as compensation to
a key management person) have been altered or modified by the issuing entity during the reporting period. Direct o report
Exercise of options granted as compensation
During the period, there were no shares issued as a consequence of the exercise of options previously granted as
remuneration.
Modification of terms of equity-settled share-based payment transactions
No terms of equity-settled share-based payment transactions (including options and rights granted as compensation to
a key management person) have been altered or modified by the issuing entity during the reporting period. Director’ s report
Analysis of share-based payments granted as compensation
2018
No shares were issued to non-executive Directors in lieu of Directors fees.
2017
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 22
Corporate governance statement |
No shares were issued to non-executive Directors in lieu of Directors fees.
Exercise of options granted as compensation
During the period there were no shares issued as a consequence of the exercise of options previously granted as
remuneration.
End of audited Remuneration Report.
Lead Auditor’s Independence Declaration under Section 307C of the
Corporations Act 2001
The lead auditor’s independence declaration is set out on page 24 and forms part of the directors’ report for the year
ended 30 June 2018.
Signed in accordance with a resolution of the Board of Directors:
Pnina Feldman, Chairperson
Dated this 22nd day of October 2018
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 23
The Board of Directors
Queensland Bauxite Limited
24 Birriga Road
BELLEVUE HILL NSW 2023
To the Board of Directors of Queensland Bauxite Limited
Auditor’s Independence Declaration under section 307C of the Corporations Act 2001
As lead audit partner for the audit of the financial statements of Queensland Bauxite Limited for the
year ended 30 June 2018, I declare that to the best of my knowledge and belief, there have been no
contraventions of:
(a) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and
(b) any applicable code of professional conduct in relation to the review.
Yours sincerely
Nexia Sydney Partnership
Stephen Fisher
Partner
Sydney
22 October 2018
24
Financial statements |
Financial Statements
Consolidated statement of profit or loss and other comprehensive
income
For the year ended 30 June 2018
Revenue from sale of goods
Licence fee revenue
Operating revenue
Administrative and corporate expenses
Advertising and marketing
Cost of goods sold
Amortisation
Depreciation
Foreign currency exchange gain realised/(loss)
Loss on equity settled liabilities
Legal expenses
Directors fees QBL
Occupancy expenses
Exploration written off
Impairment of exploration assets
Impairment of other receivables
Financial assets at FVTPL – net change in value
Research costs
Note
20
19
18
18
Share of loss in equity-accounted investees – net of tax
22
Travelling expenses
Other expenses
Share based payments expense
Finance income
Finance costs
Net finance costs
Loss before income tax
Income tax expense
Loss after tax from continuing operations
Other comprehensive income, net of tax
Total comprehensive loss
32
7
7
8
27
2018
$
144,773
3,577,308
3,722,081
(1,390,888)
(212,324)
(202,851)
(23,000)
(10,226)
104,091
(1,835,920)
(172,281)
(714,000)
(187,844)
(13,579)
(1,678,687)
-
(674,455)
(500,282)
(11,715)
(325,814)
(63,070)
(223,500)
(8,136,345)
152,685
(447,208)
(294,523)
(4,708,787)
(292,666)
(5,001,453)
-
(5,001,453)
2017
$
-
-
-
(552,655)
-
-
-
(4,290)
(22,441)
(171,969)
(105,893)
(558,000)
(138,000)
37,831
-
(27,660)
-
-
-
(208,589)
(28,702)
(195,000)
(1,975,368)
193,834
(73,690)
120,144
(1,855,224)
-
(1,855,224)
-
(1,855,224)
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 25
Loss attributable to members of Queensland Bauxite
Limited
Profit attributable to non-controlling interest
Total comprehensive loss attributable to members of
Queensland Bauxite Limited
Total comprehensive income attributable to non-
controlling interest
Basic loss per share (cents per share)
Basic loss per share from continuing operations (cents
per share)
Diluted loss per share (cents per share)
Diluted loss per share from continuing operations (cents
per share)
The accompanying notes form part of these financial statements.
28
11
11
11
11
Financial statements |
(1,855,224)
-
(1,855,224)
-
(0.15)
(0. 15)
(0.15)
(0.15)
(5,440,129)
438,676
(5,440,129)
438,676
(0. 32)
(0. 32)
(0. 32)
(0. 32)
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 26
Financial statements |
Consolidated statement of financial position
As at 30 June 2018
Note
2018
$
2017
$
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Inventories
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Other receivables
Exploration and evaluation
Property, plant and equipment
Intangible assets
Investments
Equity-accounted investees
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Current tax liability
Other financial liabilities
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Share capital
Share based payments reserve
Accumulated losses
TOTAL
Non-controlling interest
TOTAL EQUITY
12
13
14
15
18
19
20
21
22
23
24
25
26
27
28
6,409,317
579,247
563,995
7,552,559
-
1,863,762
95,933
1,933,261
2,902,853
286,285
7,082,094
14,634,653
586,741
292,666
2,205,857
3,085,264
3,085,264
11,549,389
29,600,842
4,701,599
(23,617,200)
10,685,241
864,148
11,549,389
8,540,458
101,298
21,926
8,663,682
-
3,124,895
42,288
1,956,261
-
-
5,123,444
13,787,126
602,988
-
1,987,623
2,590,611
2,590,611
11,196,515
25,287,433
4,728,549
(18,622,071)
11,393,911
(197,396)
11,196,515
The accompanying notes form part of these financial statements.
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 27
Financial statements |
Consolidated statement of changes in equity
For the year ended 30 June 2018
Share Capital
Ordinary
Accumulated
Losses
Share Based
Payments
Reserve
Non-
controlling
Interest
Total
Note
$
$
$
$
$
Balance at 30 June 2016
19,982,993 (17,186,147)
4,914,098
Loss attributable to members of consolidated entity 27
Share based payments
Non-controlling interest capital
Transfer from share based payments reserve to
accumulated losses
Shares issued during the year
26
28
27
25
-
-
-
-
(1,855,224)
-
-
-
-
-
7,710,944
(1,855,224)
233,751
233,751
-
(197,396)
(197,396)
419,300
(419,300)
-
Balance at 30 June 2017
25,287,433 (18,622,071)
4,728,549
(197,396)
11,196,515
Loss attributable to members of consolidated entity 27
(5,440,129)
-
438,676
(5,001,453)
5,304,440
-
-
5,304,440
Share based payments
26
Share based payment related to options issued in 26
respect of the issue of convertible securities
Transfer from share based payment reserve to
27
accumulated losses
282,330
135,720
-
445,000
(445,000)
-
-
-
-
-
282,330
135,720
-
Shares issued during the year
25
4,313,409
-
-
622,868
4,936,277
Balance at 30 June 2018
29,600,842 (23,617,200)
4,701,599
864,148
11,549,389
The accompanying notes form part of these financial statements
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 28
Consolidated statement of cash flows
For the year ended 30 June 2018
Note
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Interest received
Net cash used in operating activities
31
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in equity-accounted entity
Payment for plant and equipment
Payment for exploration asset
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of loan by related entity – Australian
Gemstone Mining Pty Ltd
Loan provided to other entity – Medcan Australia Trust
Pty Ltd
Loan provided to related entity – Hemp Hulling Co.
(QLD) Pty Ltd
Proceeds from convertible securities
Proceeds from share capital
Proceeds from share capital – non controlling interest 28
Proceeds from seed capital
Net cash from financing activities
Net (decrease)/increase in cash held
Cash acquired from acquisition of subsidiary
Cash at beginning of financial year
Cash at end of financial year
17
12
The accompanying notes form part of these financial statements.
Financial statements |
Consolidated Entity
2018
$
84,638
(4,444,302)
152,685
(4,206,979)
(298,000)
(63,871)
(417,555)
(779,426)
12,106
(73,560)
(77,168)
600,000
766,018
622,868
1,005,000
2,855,264
(2,131,141)
-
8,540,458
6,409,317
2017
$
-
(1,836,062)
193,834
(1,642,228)
-
-
(393,314)
(393,314)
(32,838)
-
-
2,134,630
2,959,671
-
-
5,061,463
3,025,921
788
5,513,749
8,540,458
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 29
Notes to the financial statements for the year ended 30 June 2018
Notes to the financial statements for the year ended
30 June 2018
Note 1: Reporting entity
Queensland Bauxite Limited (the ‘Company’) is a company domiciled in Australia. The address of the company’s
registered office is 24 Birriga Road, Bellevue Hill NSW 2023. The consolidated financial statements of the
Company as at and for the year ended 30 June 2018 comprise the Company and its subsidiaries (together
referred to as the ‘Group’ and individually as ‘Group entities’).
The Group is a for-profit entity and is primarily involved in the exploration for mineral deposits and the legal
growing and cultivation of hemp and medicinal cannabis products in Australia.
Note 2: Basis of preparation
a
Statement of compliance
The consolidated financial statements are general purpose financial statements which have been prepared in
accordance with Australian Accounting Standards (‘AASBs’) adopted by the Australian Accounting Standards
Board (‘AASB’) and the Corporations Act 2001. The consolidated financial statements comply with International
Financial Reporting Standards (‘IFRSs’) adopted by the International Accounting Standards Board (‘IASB’).
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the
AASB that are mandatory for the current reporting period. The adoption of these Accounting Standards and
Interpretations did not have any significant impact on the Group.
The consolidated financial statements were authorised for issue by the Board of Directors on 18 October 2018.
The Board of Directors have the power to amend and reissue the financial statements.
b
Basis of measurement
The consolidated financial statements have been prepared on the historical cost basis except for the following
material items in the statement of financial position:
i
Investments
The methods used to measure fair values are discussed further in note 5.
ii
Other non-derivative financial liabilities
The methods used to measure fair values are discussed further in note 5.
c
Functional and presentation currency
These consolidated financial statements are presented in Australian dollars, which is the Company’s functional
currency and the functional currency of the Group.
d
Use of estimates and judgements
The preparation of financial statements requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities,
income and expenses. Actual results may differ from these estimates.
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 30
Notes to the financial statements for the year ended 30 June 2018
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised and in any future periods affected.
e
Key estimates and judgements
Impairment
The Group assesses impairment at the end of each reporting year by evaluation of conditions and events
specific to the Group that may be indicative of impairment triggers. Recoverable amounts of relevant assets
are reassessed using value-in-use calculations, which incorporate various key assumptions.
Business combinations
Management uses valuation techniques in determining the fair values of the various elements of a business
combination. (Refer Note 3a).
Note 3: Significant accounting policies
The accounting policies set out below have been applied consistently to all periods presented in these
consolidated financial statements, and have been applied consistently by Group entities.
a
i
Basis of consolidation
Business combinations
The Group applies the acquisition method in accounting for business combinations. The consideration
transferred by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair
value of assets transferred, liabilities incurred and the equity interests issued by the Group, which includes the
fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are
expensed as incurred.
The Group recognises as identifiable assets acquired and liabilities assumed in a business combination
regardless of whether they have been previously recognised in the acquiree’s financial statements prior to the
acquisition. Assets acquired and liabilities assumed are measured at their acquisition date fair values.
Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as the excess of
the sum of: (a) fair value of consideration transferred (b) the recognised amount of any non-controlling interest
in the acquiree; and (c) acquisition-date fair value of any existing equity interest in the acquiree, over the
acquisition date fair values of identifiable net assets.
ii
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has a
right to variable returns from its involvement with the entity and has the ability to affect those returns through
its power over the entity. The financial statements of subsidiaries are included in the consolidated financial
statements from the date that control commences until the date that control ceases.
iii
Non-controlling interests
Non-controlling interests are measured initially at their proportionate share of the acquiree’s identifiable net
assets at the date of acquisition.
iv
Interests in equity-accounted investees
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 31
Notes to the financial statements for the year ended 30 June 2018
The Group’s interest in equity-accounted investees comprise interests in associates. Associates are those
entities in which the Group has significant influence, but not control or joint control, over the financial and
operating policies.
Interests in associates are accounted for using the equity method. They are initially recognised at cost, which
includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the
Group’s share of the profit or loss and other comprehensive income of equity-accounted investees, until the
date on which significant influence ceases.
v
Transactions eliminated on consolidation
Intra-group balances, and any unrealised income and expenses arising from intra-group transactions, are
eliminated in preparing the consolidated financial statements.
b
i
Foreign currency
Foreign currency transactions
Transactions in foreign currencies are translated into the respective functional currencies of Group companies
at the exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign
currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary
assets and liabilities that are measured at fair value in a foreign currency exchange are translated into the
functional currency at the exchange rate when the fair value was determined. Non-monetary items that are
measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the
transaction. Foreign-currency differences are generally recognised in profit or loss.
ii
Foreign operations
The asset and liabilities of foreign operations, are translated in $A at the exchange rates at the reporting date.
The income and expenses of foreign operations are translated into $A at the exchange rates at the dates of the
transactions.
c
i
Financial instruments
Non-derivative financial assets
The Group initially recognizes loans and receivables on the date that they are originated. All other financial
assets are recognized initially on the trade date at which the Group becomes a party to the contractual
provisions of the instrument.
The Group derecognizes a financial asset when the contractual rights to the cash flows on the financial asset in
a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred.
Any interest in transferred financial assets that is created or retained by the Group is recognized as a separate
asset or liability.
The Group has the following non-derivative financial assets: loans and receivables and financial assets at FVTPL.
Loans and receivables
Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active
market. Such assets are recognized initially at fair value plus any directly attributable transaction costs.
Subsequent to initial recognition loans and receivables are measured at amortised cost, less any impairment
losses.
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 32
Notes to the financial statements for the year ended 30 June 2018
Financial assets at FVTPL
A financial asset is classified as at FVTPL if it is classified as held-for-trading or is designated as such on initial
recognition to avoid an accounting mismatch. Directly attributed transaction costs are recognised in profit and
loss as incurred. Financial assets at FVTPL are measured at fair value and changes therein, including any interest
or dividend income are recognised in profit or loss.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits with maturities of three months or less
from the acquisition date that are subject to an insignificant risk of changes in their fair value, and are used by
the Group in the management of its short-term commitments.
ii
Non-derivative financial liabilities
The Group initially recognizes debt securities issued on the date that they are originated. All other financial
liabilities are recognized initially on the trade date, which is the date that the Group becomes a party to the
contractual provisions of the instrument.
The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled or
expire.
The Group classifies the non-derivative financial liabilities into trade and other payables and other financial
liabilities categories. Such financial liabilities are recognized initially at fair value less any directly attributable
transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost.
Other financial liabilities comprise trade and other payables, loans and convertible notes.
d
Share capital
Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares
and share options are recognized as a deduction from equity, net of any tax effects.
e
i
Property, plant and equipment
Recognition and measurement
Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated
impairment losses.
Cost includes expenditures that are directly attributable to the acquisition of the asset. Purchased software
that is integral to the functionality of the related equipment is capitalised as part of that equipment.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as
separate items (major components) of property, plant and equipment.
ii
Subsequent costs
Subsequent expenditure is capitalized only when it is probable that the future economic benefits associated
with the expenditure will flow to the Group. Ongoing repairs and maintenance is expensed as incurred.
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 33
Notes to the financial statements for the year ended 30 June 2018
iii
Depreciation
Items of property, plant and equipment are depreciated on a straight-line basis in profit and loss over the
estimated useful lives of each component. Items of property, plant and equipment are depreciated from the
date that they are installed and are ready for use.
The estimated useful lives for the current and comparative years of significant items of property, plant and
equipment are as follows:
. mining equipment
. plant and equipment
10 years
10 years
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if
appropriate.
f
Exploration and evaluation expenditure
Exploration and evaluation expenditure, including the costs of acquiring the licences, are capitalised as
exploration and evaluation assets on an area of interest basis. Costs incurred before the Company has obtained
the legal rights to explore an area are recognised in the statement of profit or loss and other comprehensive
income.
Exploration and evaluation assets are only recognised if the rights of the area of interest are current and either:
the expenditures are expected to be recouped through successful development and exploitation or
from sale of the area of interest; or
activities in the area of interest have not at the reporting date, reached a stage which permits a
reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and
significant operations in, or in relation to, the area of interest are continuing.
Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to determine technical
feasibility and commercial viability, and (ii) facts and circumstances suggest that the carrying amount exceeds
the recoverable amount (see impairment accounting policy (e)). For the purposes of impairment testing,
exploration and evaluation assets are allocated to cash-generating units to which the exploration activity
relates. The cash generating unit shall not be larger than the area of interest.
Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of
interest are finalised, exploration and evaluation assets attributable to that area of interest are first tested for
impairment and then reclassified to mining property and development assets within property, plant and
equipment.
When an area of interest is abandoned or the directors decide that it is not commercial, any accumulated costs
in respect of that area are written off in the financial period the decision is made.
g
Goodwill
Goodwill represents the future economic benefits arising from a business combination that are not individually
identified and separately recognised. Refer note 3a for information on how goodwill is initially determined.
Goodwill is carried at cost less accumulated impairment losses. Refer to Note 3g for a description of impairment
procedures.
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 34
Notes to the financial statements for the year ended 30 June 2018
h
Other intangible assets
Acquired intangible assets
Seedbank and plant genetics acquired in a business combination that qualify for separate recognition are
recognised as intangible assets at their fair values (refer Note 3a).
Subsequent measurement
All intangible assets are accounted for using the cost model whereby capitalised costs are amortised on a
straight-line basis over their estimated useful lives as these assets are considered finite. Residual values
and useful lives are reviewed at each reporting date. In addition, they are subject to impairment testing as
described in Note 3i.
Amortisation of seedbank and plant genetics is calculated to write-off the cost of intangible assets less
their estimated residual values using the straight-line method over their estimated useful lives, and is
recognised in the profit and loss.
The following useful lives are applied:
o
Seedbank and plant genetics 10 years
i
i
Impairment
Non-derivative financial assets
A financial asset is impaired if there is objective evidence of impairment as a result of one or more events that
occurred after the initial recognition of the asset, and that the loss event(s) had an impact on the estimated
future cash flows of that asset that can be estimated reliably.
Objective evidence that financial assets are impaired includes default or delinquency by a debtor.
The Group considers evidence of impairment for financial assets at a specific asset level.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference
between its carrying amount, and the present value of the estimated future cash flows discounted at the
original effective interest rate. Losses are recognized in profit and loss and reflected in an allowance account
against loans and receivables.
ii
Non-financial assets
The carrying amounts of the Group’s non-financial assets are reviewed at each reporting date to determine
whether there is any indication of impairment. If any such indication exists then the asset’s recoverable amount
is estimated. An impairment loss is recognised if the carrying amount of an asset or its related cash-generating
unit exceeds its recoverable amount. A cash-generating unit is the smallest identifiable asset group that
generates cash flows that largely are independent from other assets and groups.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value
less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset.
Impairment losses are recognized in profit or loss.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying
amount that would have been determined, net of depreciation or amortization, if no impairment loss had been
recognized.
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 35
Notes to the financial statements for the year ended 30 June 2018
j
Inventories
Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the
first in first out principle. In the case of manufactured inventories, cost includes an appropriate share
production overhead based on normal operating capacity
k
Revenue
Revenue is recognized at the fair value of consideration received or receivable. Revenue is recognised at the
point in time that sales or service performance has been completed.
Sale of goods
Sale of goods revenue is recognised at the point of sale, which is where the customer has taken delivery of the
goods, the risks and rewards are transferred to the customer and there is a valid sales contract. Amounts
disclosed as revenue are net of sales returns and trade discounts.
License fee revenue
License fee revenue is recognised when the right to receive payment is established.
Interest
Revenue is recognised as interest accrues using the effective interest method. The effective interest method
uses the effective interest rate which is the rate that exactly discounts the estimated future cash receipts over
the expected life of the financial asset.
l
Research and development
Expenditure on research activities is recognised in profit and loss as incurred.
m
Finance income and finance costs
Finance income comprises interest income on funds invested. Interest income is recognised as it accrues, using
the effective interest method.
Finance costs comprise interest expense and other costs of borrowings. All finance costs are recognised in
profit or loss using the effective interest method.
n
Lease payments
Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term
of the lease.
o
Income tax
Tax expense comprises current and deferred tax. Current and deferred tax is recognised in profit or loss except
to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or
substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognized in respect of temporary differences between the carrying amount of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they
reverse, using tax rates enacted or substantively enacted at the reporting date.
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 36
Notes to the financial statements for the year ended 30 June 2018
A deferred tax asset is recognized for unused tax losses and deductible temporary differences, to the extent
that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax
assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the
related tax benefit will be realised.
The Company and its wholly-owned Australian resident entities are part of a tax-consolidated group. As a
consequence, all members of the tax-consolidated group are taxed as a single entity. The head entity within
the tax-consolidated group is Queensland Bauxite Limited.
p
Goods and services tax
Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except where
the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is
recognised as part of the cost of acquisition of the asset or as part of the expense.
Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable
from, or payable to, the ATO is included as a current asset or liability in the statement of financial position.
Cash flows are included in the cash flow statement on a gross basis. The GST components of cash flows arising
from investing and financing activities which are recoverable from, or payable to, the ATO are classified as
operating cash flows.
q
Share-based payments
Equity-settled share-based payments are provided to certain vendors and suppliers in exchange for the
acquisition of businesses or rendering of services.
The cost of equity-settled transactions are measured at fair value on grant date of the businesses acquired or
services received if reasonably measurable. Otherwise, fair value is measured at the quoted market price of
the Company’s ordinary shares on grant date, adjusted where applicable to take into account the terms and
conditions upon which the shares were granted.
r
Going concern basis of accounting
Notwithstanding the loss for the year, negative cash flow from operations and historical financial performance,
the financial report has been prepared on a going concern basis. This assessment is based on a cash at bank
balance at balance date, and the directors’ understanding of expected cash outflows in the coming financial
year.
Note 4: New standards and interpretations not yet adopted
A number of new standards, amendments to standards and interpretations are effective for annual periods
beginning after 1 July 2018, and have not been applied in preparing these consolidated financial statements of
the Group. None of these is expected to have a significant effect on the consolidated financial statements of
the Group.
Note 5: Determination of fair values
A number of the Group’s accounting policies and disclosures require the determination of fair value, for both
financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or
disclosure purposes based on the following methods. When applicable, further information about the
assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 37
Notes to the financial statements for the year ended 30 June 2018
Investments
Investments are measured at fair value, at initial recognition and for disclosure purposes, at each annual
reporting date. Fair value is calculated based on the market value of the ASX publicly listed share price.
Other non-derivative financial liabilities
Other non-derivative financial liabilities are measured at fair value, at initial recognition and for disclosure
purposes, at each annual reporting date. Fair value is calculated based on the present value of future principal
and interest cash flows, discounted at the market rate of interest at the measurement date. In respect of the
liability component of convertible notes, the market rate of interest is determined with reference to similar
liabilities that do not have a conversion option.
Note 6: Financial risk management
Overview
The Company and Group have exposure to the following risks from their use of financial instruments:
liquidity risk; and
market risk.
This note presents information about the Company’s and Group’s exposure to each of the above risks, their
objectives, policies and processes for measuring and managing risk. Further quantitative disclosures are
included throughout this financial report.
The Board of Directors has overall responsibility for the establishment and oversight of the risk management
framework.
Risk management policies are established to identify and analyse the risks faced by the Company and Group,
to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management
policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s and
Group’s activities. The Company and Group, through their training and management standards and
procedures, aim to develop a disciplined and constructive control environment in which all employees
understand their roles and obligations.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The
Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity
to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable
losses.
Market risk
Market risk is the risk that changes in market prices will affect the Group, for example changes in interest rates,
and changes in share price for investments at FVTPL.
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 38
Notes to the financial statements for the year ended 30 June 2018
Note 7: Finance costs
Interest income on cash at bank
Finance income
Financial liabilities measured at amortised cost –
interest expense
Equity settled (share based payment expense –
note 26)
Finance costs
Net finance (costs)/income
Note 8: Income tax
Major components of income tax expense
a.
Income tax benefit
Loss before income tax
Prima facie tax benefit on the loss from ordinary
activities before income tax at 27.5% (2017: 30%)
differs from the income tax provided in the
financial statements as follows:
Tax benefit at 27.5%
Add/(Less) tax effect
- Non-assessable income
- Non-deductible expenses
- Exploration expenditure capitalised
- Tax loss recouped
- Deferred tax asset not brought to account
Income tax expense attributable to operating loss
b. Unrecognised deferred tax assets
Deferred tax assets have not been recognised in
respect of the following item:
Add/(Less) tax effect
- Tax losses – income at 27.5%
- Tax losses – capital at 27.5%
2018
$
152,685
152,685
(388,378)
(58,830)
(447,208)
(294,523)
2018
$
2017
$
193,834
193,834
(34,939)
(38,751)
(73,690)
120,144
2017
$
(4,708,786)
(1,294,916)
(1,855,224)
(510,187)
(56,382)
1,324,284
(107,402)
(154,552)
581,634
292,666
-
116,699
(109,239)
-
502,727
-
4,566,070
135,076
4,005,987
135,076)
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 39
Notes to the financial statements for the year ended 30 June 2018
The deductible temporary differences and tax losses do not expire under current tax legislation. Deferred tax assets
have not been recognised in respect of these items because it is not probable that future taxable profit will be available
against which the Group can utilise the benefits therefrom.
Note 9: Key management personnel disclosures
Names and positions held of economic and parent entity key management personnel in office at any time during the
financial year are:
Key management person
Position
Pnina Feldman
Sholom Feldman
Meyer Gutnick
David Austin
Executive Chairperson
Managing Director
Non-Executive Director
Alternate Director
The key management personnel remuneration has been included in the remuneration report section of the directors’
report.
The aggregate compensation made to directors and other members of key management personnel of the consolidated
entity is set out below:
Short-term employee benefits
Post-employment benefits
Long-term benefits
Share-based payments
Short term employee benefits
Consolidated
2018
2017
$
$
714,000
558,000
-
-
-
-
-
-
714,000
558,000
These amounts include fees and benefits paid to non-executive directors as well as salary, paid leave benefits, fringe
benefits and cash bonuses awarded to the executive Chairman, executive directors and other KMP.
Post-employment benefits
These amounts are the current-year’s costs of providing for superannuation contributions under the Australian
Government’s superannuation guarantee scheme.
Other long-term benefits
These amounts represent long service leave benefits accruing during the year, long-term disability benefits and
deferred bonus payments.
Share based payment expense
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 40
Notes to the financial statements for the year ended 30 June 2018
These amounts represent the expense related to the participation of specified executives in equity-settled benefit
schemes as measured by the fair value of the shares granted on grant date.
Note 10: Auditors’ remuneration
Remuneration of the auditor (Nexia Sydney Partnership) of the parent entity for:
An audit or review of the financial report of the Company
-
Current year
- Audit of the newly acquired subsidiaries
- Half-year
Other services
Taxation services
Corporate advisory services
-
-
Note 11: Earnings per share
Basic Earnings per Share
a. Basic loss per share (cents)
Loss attributable to ordinary shareholders ($)
Earnings used to calculate basic EPS ($)
b. Issued ordinary shares at 1 July
Effect of shares issued during the year
.
2018
$
2017
$
63,641
23,600
46,607
-
50,000
36,744
-
20,081
2,500
-
2018
2017
(0.32)
(0.15)
(5,001,453)
(1,855,224)
(5,001,453)
(1,855,224)
1,408,097,244
854,592,485
134,815,892
352,003,497
Weighted average number of ordinary shares at 30 June
1,542,913,136
1,206,595,982
Diluted Earnings per Share
a. Diluted loss per share (cents)
Loss attributable to ordinary shareholders ($)
Earnings used to calculate diluted EPS ($)
(0.32)
(0.15)
(5,001,453)
(1,855,224)
(5,001,453)
(1,855,224)
No.
No.
b. Weighted average number of ordinary shares (basic)
1,542,913,136
1,206,595,982
Weighted average number of ordinary shares (diluted) at 30 June
1,542,913,136
1,206,595,982
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 41
Notes to the financial statements for the year ended 30 June 2018
As at 30 June 2018, 2,846,046 options (2017: 158,455,323) and 50,000,000 performance shares (2017: 50,000,000)
were excluded from the diluted weighted-average number of ordinary shares calculation because their effect would
have been anti-dilutive.
The average market value of the Company’s shares for the purpose of calculating the dilutive effect of share options
was based on quoted market prices for the year.
Note 12: Cash and cash equivalents
CURRENT
Cash on hand
Cash at bank
Cash and cash equivalents in the statement of cash flows
Note 13: Trade and other receivables
CURRENT
Trade receivables
Other receivables
Loans to related parties – refer to note 33
Loan to other party – Medcan Australia Pty Ltd
Prepayments
Note 14: Inventories
CURRENT
Seeds and crops in progress – at cost
Finished goods – at cost
2018
$
2017
$
100
6,409,217
6,409,317
100
8,540,358
8,540,458
2018
$
2017
$
100,782
309,870
88,699
73,560
6,336
579,247
77,661
-
23,637
-
-
101,298
2018
$
2017
$
106,532
457,463
563,995
21,926
-
21,926
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 42
Notes to the financial statements for the year ended 30 June 2018
Note 15: Other receivables
NON CURRENT
Loan to Volcan Australia Corporation Pty Ltd - Unsecured#
Less impairment of loan
Loan to Volcan Australia Corporation Pty Ltd – Unsecured
Less impairment of loan
2018
$
2017
$
1,200,000
1,200,000
(1,200,000)
(1,200,000)
79,258
(79,258)
79,258
(79,258)
# The loan to Volcan Australia Corporation Pty Ltd (VAC) was not a cash loan from QBL to VAC, but the amount that was
to be paid by VAC in consideration for the transfer to Volcan Australia Corporation Pty Ltd of a sapphire mining project
ML1492 from the company pursuant to the transactions completed on 14th December 2010 as approved at the time by
shareholders at an EGM. VAC was to have invested in the development of that asset and monetised that asset within
that time period, and pay QBL the above amount. This amount was unsecured, due for payment in cash on 14th
December 2012 from the proceeds of the mine, and there was no interest payable on the amount due. Following the
transactions in 2010, although VAC did invest in the asset as contemplated, the markets for sapphires worsened and
VAC was not able to monetise the asset prior to 14th December 2012. The directors have agreed that it is in QBL’s interest
to allow VAC further time to endeavour to monetise the asset to make the agreed payment from that asset. As the
timing of this payment is at present uncertain, it is considered prudent for this amount to be impaired in the accounts
until the payment is able to be made.
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 43
Notes to the financial statements for the year ended 30 June 2018
Note 16: Controlled entities
Controlled entities consolidated
Parent entity:
Queensland Bauxite Limited
Subsidiaries of Queensland Bauxite Limited
South Johnstone Bauxite Pty Ltd
Volcan Queensland Bauxite Pty Ltd
Rosie’s Gold Pty Ltd (Deregistered by ASIC on 01.07.18)
New England Bauxite Pty Ltd
Medical Cannabis Limited
Medical Cannabis Information Service Pty Ltd
Medical Cannabis Research Group Pty Ltd
Vitahemp Pty Ltd
Vitaseeds Pty Ltd
Vitacann Pty Ltd
Medical Cannabis (Cambodia) Co., Ltd
* Percentage of voting power is in proportion to ownership.
Note 17: Business combinations
Acquisition of Medical Cannabis Limited during year ended 2017.
Country of incorporation
Percentage owned (%)
2018
2017
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Cambodia
100%
100%
100%
100%
55%
55%
100%
52%
55%
100%
51%
100%
100%
100%
100%
55%
55%
-
-
-
-
On 30 May 2017, the Group acquired 55 percent of the shares and voting interests in Medical Cannabis Limited (MCL).
As a result, the Group obtained control of MCL. The following tables set out the provisional amounts recognised at
acquisition date, which are now final amounts at 30 June 2018.
A. Consideration transferred
The following consideration was transferred:
Equity instruments (49,000,000 ordinary shares)
735,000
$
The value of the ordinary shares issued was
based on the listed share price of the Company on
30 May 2017 of $0.015
.
Contingent consideration shares
Equity instruments (50,000,000 performance shares)
750,000
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 44
Notes to the financial statements for the year ended 30 June 2018
The value of the contingent consideration was
based on the listed share price of the Company on
30 May 2017 of $0.015
TOTAL
1,485,000
B.
Identifiable assets acquired and liabilities assumed at fair value
Cash
Receivables
Inventory
Plant and equipment
Intangible assets
Total assets
Trade creditors
Other creditors
Loans
Other liabilities
Total liabilities
Total identifiable net assets acquired
Non-controlling interest
Total identifiable net assets acquired (55%)
Goodwill
$
788
8,443
21,926
18,000
230,000
279,157
34,905
335,000
127,909
220,000
717,814
(438,657)
(197,936)
(241,261)
1,726,261
C. Cash outflow on acquisition
The following table summarises the cash outflow on acquisition.
Net cash acquired with the controlled entity
Cash paid
Net cash inflow
D. Details relating to acquisition
788
-
788
The acquisition of MCL made no contribution to net profit before tax or to revenue for the year ended 30
June 2017 as MCL was acquired on 30 May 2017 and only trivial transactions affecting the profit and loss
statement occurred between 30 May 2017 and 30 June 2017.
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 45
Notes to the financial statements for the year ended 30 June 2018
Contingent consideration shares
The contingent consideration shares are to be issued to the vendors upon the Australian Government
granting a permit to MCL to grow cannabis varieties for medical cannabis research leading to product
development. The Directors of the Company have estimated the possibility of this happening being 100% and
have recognised the full value of the shares, being $750,000 as part of the acquisition consideration.
Intangible assets
The acquired intangible assets have been fair valued at their cost of acquisition as at 9 April 2015.
Goodwill on acquisition
Goodwill on acquisition of $1,726,261 is not considered to be impaired at 30 June 2018.
Note 18: Exploration and evaluation
NON-CURRENT
EPM 18463
Balance as at 30 June
Mining permits, tenement acquisition and administration
and geologist expenses
Impairment of exploration assets
Balance as at 30 June
EL 7301
Balance as at 30 June
Mining permits, tenement acquisition and administration
and geologist expenses
Impairment of exploration assets
Balance as at 30 June
TOTAL
Exploration expenses written off during the year
2018
$
2017
$
1,473,208
363,554
-
1,120,335
352,873
-
1,863,762
1,473,208
1,651,687
1,611,246
27,000
(1,678,687)
-
1,863,762
13,579
40,441
-
1,651,687
3,124,895
(37,831)
The value of the Company’s interest in exploration expenditure is dependent upon the:
•
•
•
continuance of the economic entity’s right to tenure of the areas of interest;
results of future exploration, and
recoupment of costs through successful development and exploitation of the areas of interest, or alternatively,
by their sale.
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 46
Notes to the financial statements for the year ended 30 June 2018
The exploration and evaluation asset balance relating to the mining tenement EL 7301 is NIL as at 30 June 2018 (2017
$1,651,687). The mining tenement EL 7301 expired on 23 February 2016. Application forms have been lodged to renew
and transfer the tenement from Volcan Australia Corporation Pty Ltd to Queensland Bauxite Limited (“QBL”) for a
further 5 years to 23 February 2021. This process has not yet been finalised with the NSW Department of Industry,
therefore the exploration and evaluation asset has been impaired during the financial year end 30 June 2018.
The exploration and evaluation asset balance relating to the mining tenement EPM 18463 is $1,863,761 as at 30 June
2018 (2017 $1,473,208). The mining tenement EPM 18463 has been renewed for a further 2 years to 25 May 2020.
Note 19: Property, plant and equipment
NON-CURRENT
Mining Equipment
At cost
Accumulated depreciation
TOTAL
Plant and Equipment
At cost
Accumulated depreciation
Total written down amount
Movements in carrying amounts
2018
$
2017
$
195,426
(169,725)
25,701
76,519
(6,287)
70,232
95,933
188,074
(163,786)
24,288
20,000
(2,000)
18,000
42,288
Movement in the carrying amounts for each class of property, plant and equipment between the beginning and the
end of the current financial year.
2018
Plant and Equipment Mining Equipment
Carrying amount year ended 30 June 2017
Additions
Disposals
Depreciation expense
Impairment loss
$
18,000
56,519
-
(4,287)
$
24,288
7,352
-
Total
$
42,288
63,871
-
(5,939)
(10,226)
-
-
Carrying amount year ended 30 June 2018
70,232
25,701
95,933
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 47
Notes to the financial statements for the year ended 30 June 2018
2017
Plant and equipment Mining Equipment
Carrying amount year ended 30 June 2016
Additions
Acquired through business combinations
Disposals
Depreciation expense
Impairment loss
$
-
-
18,000
-
-
-
Total
$
$
28,578
28,578
-
-
-
-
18,000
-
(4,290)
(4,290)
-
-
Carrying amount year ended 30 June 2017
18,000
24,288
42,288
Note 20 – Intangible assets
Seedbank and plant genetics
Accumulated amortisation
Goodwill
Total intangible assets
2018
$
230,000
(23,000)
1,726,261
1,933,261
2017
$
230,000
-
1,726,261
1,956,261
2018
Seedbank and plant genetics
Goodwill
Total
Carrying amount year ended 30 June 2017
Accumulated amortisation
Carrying amount year ended 30 June 2018
Impairment testing
$
$
$
230,000
1,726,261
1,956,261
(23,000)
-
(23,000)
207,000
1,726,261
1,933,261
Goodwill acquired through a business combination has been allocated to the cannabis cash-generating unit.
Refer to Note 17 for further detail.
The Group determines whether goodwill is impaired at least on an annual basis. The recoverable amount of goodwill is
based on the Directors' estimate of fair value of the cash generating unit to which it relates less costs to sell. In
determining fair value, Medical Cannabis Ltd is considered a separate cash generating unit. The measure used in
assessing fair value is based on the Directors' estimate of market value of the proposed sale of the remaining 45%
interest in Medical Cannabis Ltd. The resulting fair value is compared to the carrying value for the cash generating unit
and in the event that the carrying value exceeds the recoverable amount, an impairment loss is recognised. No
reasonable change in assumptions would result in the recoverable amount of the cash generating unit being materially
less than the carrying value.
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 48
Notes to the financial statements for the year ended 30 June 2018
Note 21: Investments
Listed ordinary shares – designated as at FVTPL
2018
$
2,902,853
2017
$
-
The equity securities were acquired as non-cash consideration received for the licensing of certain cannabis
intellectual property of the company to an unrelated company.
Equity securities have been designated as at fair value through profit and loss (FVTPL) to avoid an accounting mismatch
arising from the recognition of the licensing income in profit and loss if the fair value movements of the equity securities
were being recognised in other comprehensive income.
Movement in fair value for FVTPL
Reconciliations
Reconciliation of the written down value at the beginning and end of the current and previous financial year are set out
below:
Balance at 1 July 2016
Changes
Balance at 30 June 2017
Recognition of license fee revenue
Write-down to fair value
Balance at 30 June 2018
Total
$
-
-
-
3,577,308
(674,455)
2,902,853
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 49
Notes to the financial statements for the year ended 30 June 2018
Note 22: Equity-accounted investees
On 31 January 2018, the Group acquired a 25% equity interest in the associate Hemp Hulling Co. (QLD) Pty Ltd (HHC).
HHC is involved in the processing of hemp seeds.
Percentage ownership owned
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net assets (100%)
Group’s share of net assets (25%)
Carrying amount of interest in investee
Revenue
Loss from continuing operations (100%)
Other comprehensive income (100%)
Total comprehensive income (100%)
Total comprehensive income (25%)
Group’s share of total comprehensive income
2018
$
25%
30,022
1,256,941
(141,823)
-
1,145,140
286,285
286,285
33,190
(46,861)
-
(46,861)
(11,715)
(11,715)
2017
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
On 27 December 2017, the Group entered a 50:50 joint venture arrangement with Canntab Therapeutics Ltd, named
Canntab Therapeutics Australia (JV). The initial investment and carrying value at 30 June 2018 is $2. The JV did not trade
prior to 30 June 2018. Refer to Note 29 for disclosure of future commitments to the JV at 30 June 2018.
Note 23: Trade and other payables
CURRENT
Unsecured liabilities
Trade payables
Accrued expenses
Other creditors
2018
$
546,741
40,000
-
2017
$
236,788
360,500
5,700
586,741
602,988
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 50
Notes to the financial statements for the year ended 30 June 2018
Note 24: Other financial liabilities
CURRENT
Loan - Seed capital – unsecured
Loan from Andrew Kavasilas - unsecured
Convertible notes - MEF 1 LP pursuant to the financing
agreement – secured
Convertible securities - L1 Capital pursuant to the
financing agreement – unsecured
2018
$
1,206,000
474,522
2017
$
-
274,961
-
1,712,662
525,335
-
2,205,857
1,987,623
The loan from MEF 1 LP was in default as at 30 June 2018. However, an agreement was reached on 27 August 2018
whereby the conversions of debt to equity that were deemed to occur prior to balance date, were sufficient to satisfy
the creditor.
Note 25: Issued capital
Share capital on issue
1,606,852,092 (2017: 1,408,097,244) fully paid ordinary shares
(no par value)
50,000,000 (2017: 50,000,000) performance shares (no par
value)
The Company has no authorised capital.
2018
$
2016
$
28,850,842
24,537,433
750,000
29,600,842
750,000
25,287,433
2018
No.
2018
$
2017
No.
2017
$.
Ordinary shares
At the beginning of reporting period
1,408,097,244 24,537,433 854,592,485
19,982,993
Share based payments (note 32)
11,848,201
- 19,583,379
-
Conversion of convertible notes into ordinary
shares
130,533,928 3,547,391 86,218,305
Share issue
Placement under NRRI
-
-
- 17,857,143
- 330,970,133
2,317,790
859,769
125,000
Options exercised @0.012
56,372,719
766,018 49,875,799
Investment in Medical Cannabis Limited
Less: Cost of capital raising
-
-
- 49,000,000
-
-
598,509
735,000
(81,628)
1,606,852,092 28,850,842 1,408,097,244
24,537,433
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 51
Notes to the financial statements for the year ended 30 June 2018
2018
No.
2018
$
2017
No.
2017
$.
At reporting date (30 June 2018)
Performance shares
At the beginning of reporting period
50,000,000
750,000
-
-
Investment in Medical Cannabis Limited
-
- 50,000,000
750,000
At reporting date (30 June)
50,000,000
750,000 50,000,000
750,000
TOTAL at reporting date (30 June)
1,656,852,092 29,600,842 1,458,097,244
25,287,433
Terms and Conditions of Issued Capital
Ordinary Shares
Ordinary shares have the right to receive dividends as declared by the board and, in the event of winding up
the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of
and amounts paid up on shares held. Ordinary shares entitle the holder to one vote either in person or by
proxy at a meeting of the Company.
Performance Shares
Performance shares do not have the right to receive dividends as declared by the board and, in the event of
winding up the Company, do not participate in the proceeds from the sale of any surplus assets. Performance
shares do not entitle the holder to a vote either in person or by proxy at a meeting of the Company.
b.
Options on issue
The following reconciles the outstanding share options at the beginning and year end of the financial year:
Description
At the beginning of reporting period
158,455,323
208,994,871
2018
No.
2017
No.
Granted during the financial year
Forfeited during the financial year
Exercised during the financial year
Expired during the financial year
Balance at the end of the financial year
Exercisable at the end of the financial year
-
-
165,485,076
-
(56,372,719)
(49,875,799)
(99,236,558) (166,148,825)
2,846,046
158,445,323
2,846,046
158,455,323
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 52
Notes to the financial statements for the year ended 30 June 2018
Each of the options entitles the holder to one fully paid ordinary share in the Company. The terms of the options
on issue are:
•
2,846,046 exercisable at $0.06 on or before 31 August 2018.
Note 26: Share based payments reserve
The share-based payments reserve records items recognised as expenses on share-based payments.
Balance as at 1 July
Equity settled share based payment – consulting fees –
shares (Note 32)
Equity settled share based payment – shares issued to
employees of related entity Australian Gemstone Mining
Pty Ltd (Note 32)
Equity settled share based payment – finance costs –
shares issued in respect to finance costs relating to the
issue of convertible securities (Note 32)
Equity settled share based payment – options issued in
respect of the issue of convertible securities
Transfer to accumulated losses for expired options
Balance as at 30 June
Note 27: Accumulated losses
Balance as at 1 July
Loss for the year
Transfer from share based payments reserve for
expired and forfeited options
Non-controlling interest in operating loss
Consolidated Entity
2018
$
2017
$
4,728,549
4,914,098
223,500
171,000
-
24,000
58,830
38,751
135,720
(445,000)
4,701,599
-
(419,300)
4,728,549
2018
$
(18,622,071)
(5,001,453)
445,000
(438,676)
2017
$
(17,186,147)
(1,855,224)
419,300
-
Balance as at 30 June
(23,617,200)
(18,622,071)
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 53
Notes to the financial statements for the year ended 30 June 2018
Note 28: Non-controlling Interests
Non-controlling interest in equity – Balance as at 1 July
(197,396)
(197,396)
2018
$
2017
$
Non-controlling interest in equity – Medical Cannabis
Ltd capital
Profit attributable to non-controlling interest
Balance as at 30 June
Note 29: Commitments for expenditure
Note 20: Capital and leasi ng commitme nts
Exploration and evaluation (Note i)
– not later than 1 year
–
later than 1 year but no later than 5 years
Research and development
Canntab therapeutics (Note ii)
- Not later than a year
-
Later than 1 year but no later than 5 years
TRDF Israel Research (Note iii)
- Not later than a year
-
Later than 1 year but no later than 5 years
622,868
438,676
864,148
2018
$
272,000
282,000
259,000
1,037,000
1,333,000
2,009,000
5,192,000
-
-
(197,396)
2017
$
-
235,000
-
-
-
-
235,000
Notes:
i.
ii. On 27 December 2017 QBL entered into a joint venture agreement with Canntab Therapeutics Ltd. Under
This relates to exploration and evaluation activity for mining tenement EPM18463.
the agreement, each party will contribute $1.3 million (USD$1 million).
iii. On 16 February 2018 Medical Cannabis Research Group and The Research Development Foundation
entered into a research funding agreement. Under the agreement, MCL is required to pay $3.7 million
(USD$2.87 million) over a four-year period.
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 54
Notes to the financial statements for the year ended 30 June 2018
Note 30: Operating leases
The Group leases a factory facility under operating
lease. The lease runs for a period of 2 years, with no
option to renew:
– not later than 1 year
–
later than 1 year but no later than 5 years
Note 31: Cash flow information
a.
Reconciliation of cash flows from operating
activities
Loss for the year
Non-cash flows in loss
Licence fee income
Share of loss of equity-accounted investee - net of tax
Depreciation
Amortisation
Share based payments expense
Impairment of exploration asset
Loss on financial assets at FVTPL
Finance cost
Loss on equity settled liabilities
Changes in assets and liabilities, net of the effects of
purchase and disposal of subsidiaries
Increase in other receivables
Increase in trade debtors
Increase in prepayments
Increase in GST receivable
Increase in inventory
Increase/(decrease) in trade payables, accruals and
other creditors
Increase in current tax liability
Net cash from operating activities
2018
$
2017
$
28,000
14,000
42,000
-
-
-
2018
$
2017
$
(5,001,453)
(1,855,224)
(3,577,308)
11,715
10,226
23,000
282,330
1,678,687
674,455
388,378
1,835,920
(20,133)
(100,782)
(6,336)
(212,076)
(542,069)
55,801
292,666
-
-
4,290
-
195,000
-
-
245,659
-
-
(5,613)
-
(226,340)
-
(4,206,979)
(1,642,228)
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 55
Notes to the financial statements for the year ended 30 June 2018
b.
Acquisition of entities
Refer Note 17.
c.
Non-cash investing and financing activities
Conversion of convertible notes into ordinary shares
Consideration for finance costs and consulting services
by shares issues – refer note 32
Acquisition of 55% of Medical Cannabis Ltd – refer
notes 17 and 32
d.
activities
Changes in liabilities arising from financing
Consolidated
2018
$
3,547,391
277,330
2017
$
859,769
233,751
-
1,485,000
Balance at 1 July 2016
Net cash provided by financing activities:
Convertible securities issued
Other changes:
Finance cost recognised
Loss on equity settled liability
Conversion to shares
Balance at 30 June 2017
Net cash provided by financing activities:
Seed capital loans advanced
Convertible securities issued
Other changes:
Increase in face value to $1.05
Finance cost to be amortised to June 2019
Finance cost recognised
Loss on equity settled liability
Conversion to shares
Realised foreign exchange gain
Seed capital
$
MEF 1 LP
$
L1 Capital
$
Total
$
-
-
-
-
-
-
230,893
2,134,630
34,939
171,969
(859,769)
1,712,662
-
-
-
-
-
-
230,893
2,134,630
34,939
171,969
(859,769)
1,712,662
1,005,000
-
-
-
201,000
-
-
-
-
-
-
600,000
1,005,000
600,000
-
-
126,323
1,835,920
(3,547,391)
(127,514)
30,000
(165,720)
61,055
-
-
30,000
(165,720)
388,378
1,835,920
(3,547,391)
(127,514)
Balance at 30 June 2018
1,206,000
-
525,335
1,731,335
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 56
Notes to the financial statements for the year ended 30 June 2018
Note 32: Share based payment arrangements
Description of the share based payment arrangements.
The following share based payment arrangements exist as at 30 June 2018.
Ordinary shares granted
On 25 July 2017, the Company issued 2,671,856 ordinary shares as commitment shares for convertible notes. The
share price at the grant date was $0.011 per share, resulting in consideration for finance costs of $29,390.
On 4 August 2017, the Company issued 2,676,345 ordinary shares as commitment shares for convertible notes. The
share price at the grant date was $0.011 per share, resulting in consideration for finance costs of $24,440.
On 4 August 2017, the Company issued 1,000,000 ordinary shares as consideration for consulting services. The share
price at the grant date was $0.011 per share, resulting in consideration for consulting services of $11,000.
On 4 August 2017, the Company issued 1,500,000 ordinary shares as consideration for consulting services. The share
price at the grant date was $0.011 per share, resulting in consideration for consulting services of $16,500.
On 12 September 2017, the Company issued 50,000,000 performance shares as part consideration for the acquisition
of 55% of the shares in Medical Cannabis Ltd. The share price at the grant date of 30 May 2017 was $0.015 per share.
On 23 November 2017, the Company issued 500,000 ordinary shares as consideration for consulting services. The share
price at the grant date was $0.049 per share, resulting in consideration for consulting services of $24,500.
On 23 November 2017, the Company issued 3,500,000 ordinary shares as consideration for consulting services. The
share price at the grant date was $0.049 per share, resulting in consideration for consulting services of $171,500.
The following share based payment arrangements exist as at 30 June 2017.
Ordinary shares granted
On 24 November 2016, the Company issued 3,000,000 ordinary shares as consideration for consulting services. The
share price at the grant date was $0.007 per share, resulting in consideration for consulting services of $21,000.
On 23 December 2016, the Company issued 4,000,000 ordinary shares as consideration for consulting services. The
share price at the grant date was $0.007 per share, resulting in consideration for consulting services of $24,000 in total
paid to employees of Australian Gemstone Mining Pty Ltd.
On 15 March 2017, the Company issued 10,000,000 ordinary shares as consideration for consulting services. The share
price at the grant date was $0.015 per share, resulting in consideration for consulting services of $150,000.
On 15 March 2017, the Company issued 2,583,379 ordinary shares as commitment shares for convertible notes. The
share price at the grant date was $0.015 per share, resulting in consideration for finance costs of $38,751.
On 30 May 2017, the Company issued 49,000,000 ordinary shares as part consideration for the acquisition of 55% of
the shares in Medical Cannabis Ltd. The share price at the grant date of 30 May 2017 was $0.015 per share.
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 57
Notes to the financial statements for the year ended 30 June 2018
Expense recognised in profit or loss
Consolidated Entity
2018
$
2017
$
Equity settled share based payment transactions
Consulting fees – ordinary shares granted (note 26)
223,500
171,000
Consulting fees – ordinary shares granted to employees
of related entity Australian Gemstone Mining Pty Ltd
(note 24)
Finance costs – ordinary shares granted (note 8 and 26)
-
223,500
58,830
24,000
195,000
38,751
Total expense recognised for equity settled share based
payments
282,330
233,751
Reconciliation of outstanding share options
Outstanding at the beginning of
the year
Granted
Forfeited
Exercised
Expired
Outstanding at year-end
Exercisable at year-end
2018
Number of
options
2018
Weighted
Average
Exercise price
2017
Number of
options
2017
Weighted
average
exercise price
32,846,046
0.11
135,346,046
0.05
-
-
-
-
-
-
-
-
-
(30,000,000)
2,846,046
2,846,046
0.12
(102,500,000)
0.06
32,846,046
-
32,846,046
-
-
-
0.03
0.11
-
The options outstanding at 30 June 2018 have an exercise price of $0.06 (2017: $0.06 to $0.20) and a weighted
average contractual life of 0.2 years (2017: 0.3 years).
There were no options exercised during the year ended 30 June 2018 (2017: Nil) in respect of share-based payment
arrangements.
The 2,846,046 options outstanding and exercisable at 30 June 2018 expired on 31 August 2018.
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 58
Notes to the financial statements for the year ended 30 June 2018
Note 33: Related parties disclosures
Identity of related parties
The consolidated entity has related party relationships with its subsidiaries, its associate entity, its key management
personnel, and companies related due to common directorships of Pnina Feldman and Sholom Feldman, being directors
of both Queensland Bauxite Limited and the director related companies.
Related party transactions with Australian Gemstone Mining Pty Limited
The Company and Australian Gemstone Mining Pty Limited (AGMPL) are parties to a management services agreement
(Management Services Agreement) dated 1 July 2007, and the Variation Deed dated 1 July 2017, for the provision by
AGMPL of executive and corporate services, including geological and technical expertise, to the Company by the
following executives:
•
•
•
Pnina Feldman – Executive Director, Business Development;
Dr Robert Coenraads – Principal Geologist, Exploration and Mining; and
Sholom Feldman – Chief Executive Officer and Company Secretary.
In respect of each of these executives (Key Management Personnel), AGMPL was paid a retainer for the period ended
30 June 2018. The Company was also reimbursed for all reasonable expenses incurred by or on behalf of the Key Persons.
•
AGMPL is a company owned and controlled by Pnina Feldman.
Each of Pnina Feldman, Robert Coenraads and Sholom Feldman has entered into an executive services agreement with
AGMPL. Each of these executive services agreements contains standard provisions dealing with employment obligations
and standard covenants dealing with general duties and the protection of AGMPL’s interests and mirrors the
Management Services Agreement in respect of termination provisions.
AGMPL also provided suitable fully serviced offices to the Company at its Bondi offices at 24 Birriga Road, which includes
use of office space, the board room, kitchen, daily cleaning, and essential office infrastructure, including telephones,
fax, printer, broadband internet connections and suitable office furniture.
AGMPL also provided additional administrative services to the Company, such as secretarial, accounting and office
management services. These services were provided to the Company by AGMPL on reasonable arm's length terms as
approved by the independent director(s).
AGMPL services
2018 2017
$ $
Rent
Management and secretarial
Geologist fees
Executive and corporate services
Reimbursement of expenses
Marketing services
Administration services
Total
168,000
180,000
360,000
624,000
34,577
120,000
240,000
138,000
162,000
360,000
468,000
41,007
-
-
1,726,577
1,169,007
Amounts owed by AGMPL as at 30 June 2018 is $11,531 (2017: $23,637)
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 59
Notes to the financial statements for the year ended 30 June 2018
Other transactions with related parties
Loans advanced to director related companies
CURRENT
Australian Gemstone Mining Pty Ltd
NON-CURRENT
Volcan Australia Corporation Pty Ltd
Impairment recognised as at 30 June 2018
Due for repayment on 14 December 2012
Volcan Australia Corporation Pty Ltd
Impairment recognised as at 30 June 2018
No due date for repayment.
2018
$
2017
$
11,531
23,637
1,200,000
(1,200,000)
(1,200,000)
(1,200,000)
79,258
(79,258)
79,258
(79,258)
The above loans are unsecured and interest free. See note 14 for explanation of Loan to Volcan Australia Corporation
Pty Ltd.
Loan advanced to associate entity
CURRENT
Hemp Hulling Co (QLD) Pty Ltd
The above loan is unsecured and interest free.
Trade creditor balance with associate company -
Hemp Hulling Co (QLD) Pty Ltd
Purchases from associate company –
Hemp Hulling Co (QLD) Pty Ltd
(Purchases are made on normal terms and conditions.)
Note 34: Financial instruments
a.
Financial risk management
77,168
13,015
11,832
-
-
-
The Group’s financial instruments consist mainly of deposits with banks, trade and other receivables and trade and
other payables.
The main risks the Group is exposed to through its financial instruments are interest rate risk, foreign currency
fluctuation risk and liquidity risk.
Interest rate risk
The Group’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a
result in changes in market interest rates, arises mainly from bank deposits accounts. The effective weighted
average interest rates on the financial assets and financial liabilities and interest rate sensitivity analysis are set
out at Note 34(b).
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 60
Notes to the financial statements for the year ended 30 June 2018
Foreign currency risk
The Group was marginally exposed to fluctuations in foreign currencies during the reporting period.
Credit risk
Neither the Group or the Company have any material credit or other risk exposure to any single receivable or group
of receivables or payables under financial instruments entered into by the Group.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its
financial liabilities that are settled by delivering cash or another financial asset.
The Group manages liquidity risk by monitoring forecast cash flows and ensuring that adequate cash reserves or
unutilised borrowings are maintained.
The following are the remaining contractual maturities at the end of the reporting period of financial liabilities,
including estimated interest payments:
30 June 2018
Contractual cash flows
Carrying
amount
$
Total
Less than 12
months
$
$
1-2 Years
2 to 5 years
More than
$
$
5 years
$
Non derivative
financial liabilities
L1 Capital Global
525,335
630,000
630,000
Seed capital loan
1,206,000
1,206,000
1,206,000
Loan - A Kavasilas
474,522
474,522
474,522
-
-
-
-
-
-
-
-
-
30 June 2017
Carrying
amount
$
Total
Less than12
months
$
$
1-2 Years
2 to 5 years
More than
$
$
5 years
$
Non derivative
financial liabilities
MEF1 LLC
1,712,662
1,712,662
1,712,662
Loan – A Kavasilas
274,961
274,961
274,961
-
-
-
-
-
-
Price risk
The Group’s anticipated value of the South Johnstone Bauxite project is affected by the price of bauxite and shipping.
Any rise or fall of the price of bauxite or shipping costs may affect the project’s value accordingly.
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 61
Notes to the financial statements for the year ended 30 June 2018
b.
Financial Instrument interest rate risk
The tables below disclose the contractual interest rates applicable for financial statements and a sensitivity analysis of movements in variable interest rates.
Weighted average
effective interest rate
Floating interest rate
Non-interest bearing
Total
2018
2017
2018
2017
2018
2017
2018
2017
Consolidated Entity
%
%
$
$
$
$
$
$
Financial assets:
Cash and cash equivalents
2.0%
2.8%
6,409,217
8,540,358
100
100
6,409,317
8,540,458
Trade and other receivables
Investments at FVTPL
Financial liabilities:
Trade and other payables
Current tax liability
Other financial liabilities
Interest rate sensitivity analysis
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
579,247
101,298
579,247
101,298
2,902,853
-
2,902,853
-
586,741
602,988
586,741
602,988
292,666
-
292,666
-
2,205,857
1,987,623
2,205,857
1,987,623
At 30 June 2018, the effect on profit and equity as a result of changes in the interest rate, with all other variables remaining constant would be as follows:
Increase in interest rate by 1%
Decrease in interest rate by 1%
2018 $
64,092
(64,092)
2017 $
85,403
(85,403)
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities Page | 62
Notes to the financial statements for the year ended 30 June 2017
c. Fair values vs carrying amounts
The fair values of financial assets and liabilities, together with carrying amounts shown on the statement of financial position,
are as follows:
Financial Assets
Cash and cash equivalents
Trade and other receivables
Investment at FVTPL
Financial Liabilities
Trade and other payables
Current tax liability
Other financial liabilities
2018
Total
Carrying
Amount
$
2018
Fair
Value
$
2017
Total
Carrying
Amount
$
2017
Fair
Value
$
6,409,317
579,247
2,902,853
586,741
292,666
2,205,857
6,409,317
579,247
2,902,853
8,540,458
101,298
-
8,540,458
101,298
-
586,741
292,666
2,205,857
602,988
-
1,987,623
602,988
-
1,987,623
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities
Page | 63
Notes to the financial statements for the year ended 30 June 2017
Note 35: Parent entity disclosures
As at and throughout the financial year ending 30 June 2018 the parent entity of the Group was Queensland Bauxite
Limited.
Financial Position of parent entity at year end
2018 2017
$ $
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Total equity of the parent entity comprising of
Issued capital
Share based payment reserve
Accumulated losses
Total equity
Financial performance
Loss for the year
Other comprehensive income
Total comprehensive loss for the year
Note 36: Company details
6,710,901
2,260,189
8,971,090
290,662
-
290,662
29,600,842
4,565,879
8,637,248
3,229,202
11,866,450
1,944,939
-
1,944,939
25,287,433
4,728,549
(25,486,293)
(20,094,470)
8,680,428
9,921,512
(5,836,823)
(2,208,097)
-
-
(5,836,823)
(2,208,097)
The registered office of the Company and principal place of business is:
Queensland Bauxite Limited
24 Birriga Road
Bellevue Hill, NSW 2023
Note 37: Segment information
OPERATING SEGMENTS
a. Basis for segmentation
The Group has three reportable segments; mining exploration and evaluation, medical cannabis and
corporate. The corporate segment includes all of our initiatives in corporate growth activities and provides
administrative, technical and financial support.
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities
Page | 64
Notes to the financial statements for the year ended 30 June 2017
b.
Information about reportable segments
Information related to each reportable segment is set out below.
Mining
Exploration
and
Evaluation
Medical
Cannabis
Corporate
Total
-
-
-
-
3,722,078
-
-
-
-
3,722,078
3,722,078
-
3,722,078
-
152,685
152,685
2018
Segment revenues
Less intersegment revenue
Revenues
Interest income
Depreciation
Amortisation
Impairment of exploration assets
(1,678,687)
(5,939)
-
(4,287)
(23,000)
-
-
(10,226)
(23,000)
-
(1,678,687)
Finance costs
Other costs
(Loss)/Profit before tax
-
(13,579)
(1,698,205)
-
(1,392,830)
2,301,961
(447,208)
(5,018,020)
(5,312,543)
(447,208)
(6,424,429)
(4,708,787)
Income tax expense
-
(292,666) -
(292,666)
(Loss)/Profit after tax
(1,698,205)
-
2,009,295
(5,312,543)
(5,001,453)
Capital expenditures
397,905
56,519 -
454,424
Total assets
1,889,463
5,756,626
6,988,564
14,634,653
Total liabilities
-
(758,575)
(2,326,689)
(3,085,264)
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities
Page | 65
Notes to the financial statements for the year ended 30 June 2017
Mining
Exploration
and
Evaluation
Medical
Cannabis
Corporate
Total
-
-
-
-
-
(4,290)
-
-
-
37,831
33,541
-
33,541
-
-
-
-
-
-
-
-
-
-
193,834
193,834
-
-
-
-
-
(4,290)
-
(27,660)
(27,660)
(245,659)
(1,809,280)
(1,888,765)
-
-
-
-
-
-
-
-
-
-
(1,888,765)
(245,659)
(1,771,449)
(1,855,224)
-
(1,855,224)
393,314
-
-
393,314
3,149,183
2,000,695
8,637,248
13,787,126
2017
Segment revenues
Less: Intersegment revenues
Revenues
Interest income
R & D tax rebate
Depreciation
Impairment of exploration assets
Impairment of receivables
Finance costs
Other costs
Loss before tax
Income tax expense
Loss after tax
Capital
expenditures
Total assets
Total liabilities
-
(516,075)
(2,074,536)
(2,590,611)
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities
Page | 66
Notes to the financial statements for the year ended 30 June 2017
Note 38: Capital management policies and procedures
The Group’s capital management objectives are to ensure the Group’s ability to continue as a going concern. The Group
monitors capital on the basis of the carrying amount of equity. In order to maintain or adjust the capital, the Group may
adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares.
The amounts managed as capital by the Group for the reporting periods under review are summarised as follow:
Total equity
Capital
2018
$
11,549,389
11,549,389
2017
$
11,196,515
11,196,515
Note 39: Events subsequent to balance date
On 27th September 2018, the Company released a Prospectus pursuant to which, the Company will be offering up to
170,000,000 new Shares at an issue price of $0.035 per Share to raise up to $5,950,000, with a minimum subscription
of $1,995,000 (together with one (1) free attaching Option for every two (2) Shares subscribed for and issued).
(a)
The minimum subscription for the Capital Raising Offer is $1,995,000. If the minimum subscription has not
been raised within three months after the date of this Prospectus, the Offers will not proceed, and no Shares will be
issued pursuant to this Prospectus. If this occurs, the Company will repay all application monies received by it in
connection with this Prospectus within the time prescribed under the Corporations Act, without interest.
(b)
Based on the capital structure of the Company as at the date of this Prospectus, if the Capital Raising Offer
proceeds, a maximum of 170,000,000 Shares and 85,000,000 free attaching Options will be issued pursuant to the
Capital Raising Offer.
All of the Shares offered under the Capital Raising Offer will be new Shares and will rank equally with the
(c)
Shares on issue at the date of this Prospectus.
The free attaching Options offered under the Capital Raising Offer have an exercise price of $0.10 on or
(d)
before the expiry date of 30 April 2020.
(e)
The Capital Raising Offer is not underwritten.
To participate in the Capital Raising Offer, you must be a person resident in Australia or New Zealand. The
(f)
Company is not in a position to guarantee a minimum application of Shares under the Capital Raising Offer.
Applications under the Capital Raising Offer must be for a minimum of $2,000 worth of Shares (57,143
(g)
Shares) and thereafter, in multiples of $500 worth of Shares (14,286 Shares).
Application for quotation of the Shares issued under the Offers will be made to ASX no later than 7 days after
(h)
the date of the Prospectus.
Other Offers
(a)
The Prospectus also contains the following Other Offers:
Medcan Offer: An offer of 250,000,000 Shares to Medcan Securityholders in consideration for the Medcan
(i)
Acquisition.
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities
Page | 67
Notes to the financial statements for the year ended 30 June 2017
Medcan Management Offer: An offer of 18,000,000 Shares to Medcan Management pursuant to the terms of
(ii)
the Medcan Agreement.
MCL Offer: An offer of 1,212,857,143 Shares to the MCL Shareholders in consideration for the MCL
(iii)
Acquisition.
HHC Offer: An offer of 40,540,541 Shares to the HHC Shareholders pursuant to the terms of the HHC
(iv)
Agreement.
T12 Offer: An offer of 21,621,622 Shares to the T12 Shareholders pursuant to the terms of the T12
(v)
Agreement.
(vi)
T12 Management Offer: An offer of 5,410,000 Shares to the T12 Management.
(vii)
L1 Offer: An offer of 10,492,858 L1 Options to L1.
(viii)
Lead Manager Offer: An offer of 2,857,143 Shares and 20,000,000 Options to the Lead Manager.
Other than the matters listed above, there has not arisen in the interval between the end of the financial year and the
date of this report any further item, transaction or event of a material and unusual nature likely, in the opinion of the
directors of the Company, to affect significantly the operations of the Company, the results of those operations, or the
state of affairs of the Company, in future financial years.
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities
Page | 68
Directors’ Declaration
Directors’ Declaration
In the directors’ opinion:
1.
the financial statements and accompanying notes set out on pages 25 to 68, and the Remuneration Report on
pages 17 to 23 of the Directors’ Report, are in accordance with the Corporations Act 2001 and:
a)
b)
comply with Accounting Standards and the Corporations Regulations 2001; and
give a true and fair view of the Group’s financial position as at 30 June 2018 and of its performance
for the financial year ended on that date;
2.
3.
the financial statements and notes also comply with International Financial Reporting Standards, as disclosed in
Note 2(a) to the financial statements;
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become
due and payable;
The directors have been given the declarations by the chief executive officer and chief financial officer required by
Section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of the Directors. On behalf of the directors:
Pnina Feldman, Chairperson
Dated this 22nd day of October 2018
Bellevue Hill NSW
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities
Page | 69
Independent Auditor’s Report to the Members of Queensland Bauxite Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Queensland Bauxite Limited (the Company and its subsidiaries
(the Group)), which comprises the consolidated statement of financial position as at 30 June 2018, the
consolidated statement of profit or loss and other comprehensive income, consolidated statement of
changes in equity and consolidated statement of cash flows for the year then ended, and notes to the
financial statements, including a summary of significant accounting policies, and the Directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
i) giving a true and fair view of the Group’s financial position as at 30 June 2018 and of its financial
performance for the year then ended; and
ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the ‘auditor’s responsibilities for the audit of the financial report’ section
of our report. We are independent of the Group in accordance with the 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.
Key audit matter
How our audit addressed the key audit matter
Exploration and Evaluation
Expenditure - EPM 18463
Refer to note 18 - Exploration and
Evaluation Expenditure. The
Group’s accounting policy in
respect of exploration and
evaluation assets is described in
Note 3(f).
Our procedures included, amongst others:
We confirmed the existence and tenure of EPM 18463 by
obtaining the renewal authorisation from the relevant
Government department;
In assessing whether an indicator of impairment exists in
relation to the exploration asset in accordance with AASB 6,
we:
70
Key audit matter
How our audit addressed the key audit matter
- examined the minutes of the Group’s board meetings
and market announcements;
-
interviewed the Group’s geologist, management and the
directors in relation to the Group’s current activities and
their ability and intention to undertake further
exploration activities; and
- obtained evidence of the Group’s intentions for the areas
of interest, including reviewing future budgeted
expenditure and related work programmes; and
We tested a sample of additions of capitalised exploration
expenditure to supporting documentation.
Our procedures included, amongst others:
Examined the underlying agreements for the convertible
securities;
Verified funds received from the issue of convertible
securities;
Examined the conversion notices and verified the shares
issued upon conversion;
Recalculated the loss on equity settled liability and
amortisation of finance cost for the year; and
Assessed the accounting treatment of the financial
instruments in accordance with the recognition and
measurement as well as the disclosure requirements of the
relevant Australian Accounting Standards.
At 30 June 2018, the Group had
total capitalised Exploration and
Evaluation Expenditure of
$1,863,762.
The Exploration and Evaluation
Expenditure is a key audit matter
because the asset’s carrying
amount is material to the financial
statements and significant
judgements have been applied in
determining whether an indicator
of impairment exists in
accordance with Australian
Accounting Standard AASB 6.
Other Financial Liabilities –
Convertible Notes and
Convertible Securities
Refer to note 24 and note 31(d).
During the year ended 30 June
2018, the Group issued a number
of convertible securities, and
converted some convertible
securities to equity.
Convertible securities are
considered to be a key audit
matter due to:
the value of the transactions
involving convertible
securities; and
complexities involved in the
recognition and
measurement of convertible
financial instruments.
Other information
The Directors are responsible for the other information. The other information comprises the information
in Queensland Bauxite Limited’s annual report for the year ended 30 June 2018, 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 the other information we
are required to report that fact. We have nothing to report in this regard.
71
Directors’ responsibility for the financial report
The Directors of the Company are responsible for the preparation of the financial report that gives a true
and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for
such internal control as the Directors determine is necessary to enable the preparation of the financial
report that gives a true and fair view and is free from material misstatement, whether due to fraud or
error.
In preparing the financial report, the Directors are responsible for assessing the Group’s ability 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 have no realistic alternative but to do so.
Auditor’s responsibility 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 Australian
Auditing and Assurance Standards Board website at: 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 23 of the Directors’ Report for the year
ended 30 June 2018.
In our opinion, the Remuneration Report of Queensland Bauxite Limited for the year ended 30 June 2018,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The Directors of the Group 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.
Nexia Sydney Partnership
Stephen Fisher
Partner
Dated: 22 October 2018
Sydney
72
Additional Information
Additional Information – as at 30 September 2018
Additional information required by the ASX Limited Listing Rules and not disclosed elsewhere in this report is set out
below:
Distribution schedule and number of holders of equity securities as
at 30 September 2018
Fully Paid Ordinary Shares (QBL)
134
64
1,214
5,027
1 – 1,000
1,001 –
5,000
5,001 –
10,000
10,001 –
100,000
100,001
and
over
2,134
Total
8,573
The number of holders holding less than a marketable parcel of fully paid ordinary shares as 30 September 2018 is 1,902.
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities
Page | 73
Additional Information
20 largest holders of quoted equity securities as at 30 September
2018
The names of the twenty largest holders of fully paid ordinary shares (ASX code: QBL) as at 30 September 2018 are:
Rank Name
Units
% of Units
1.
VOLCAN AUSTRALIA CORPORATION PTY LTD
189,375,000
11.74
2.
FIRST STATE PTY LIMITED
3
4
5
6
7
8
9
CHASE BUSINESS CONSULTING PTY LIMITED
JACOBSON HOLDINGS PROPRIETARY LIMITED
MEF I LP
GVC INTERNATIONAL INVESTMENT PTY LTD
MR JOHN MCDONALD + MR SHAUN MCDONALD
MR ISAAC JOHN ESPOSITO
MR KARL BAARDA
71,261,700
18,000,000
15,200,000
15,000,000
13,400,000
12,544,811
12,500,000
10,500,000
10
BNP PARIBAS NOMS PTY LTD
10,000,000
11
MR PETER KWONG MING KIEW + MRS JOLINA KIEW
12
MS HIROYO KITATANI
8,500,000
7,730,000
4.42
1.12
0.94
0.93
0.83
0.78
0.78
0.65
0.62
0.53
0.48
13
MR ANDREW KAVASILAS
7,360,124
0.46
14
MR JOHN PIZZOFERRATO
6,800,000
0.42
15
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
6,637,743
0.41
16
MR SAMUEL FROSH
17
MR WASSIM RIFAI
18
J P MORGAN NOMINEES AUSTRALIA LIMITED
6,500,000
6,500,000
6,465,542
0.40
0.40
0.40
19
NETWEALTH INVESTMENTS LIMITED
5,554,982
0.34
20
CAPPO NOMINEES (GLADSTONE) PTY LTD
Totals: Top 20 holders of ORDINARY FULLY PAID SHARES (TOTAL)
Total Remaining Holders Balance
5,110,000
434,939,902
1,177,495,523
0.32
26.97
73.03
Stock Exchange Listing – Listing has been granted for all ordinary fully paid shares of the Company on issue on ASX
Limited.
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities
Page | 74
Substantial shareholders
Substantial shareholders in Queensland Bauxite Limited and the number of equity securities over which the substantial
shareholder has a relevant interest as disclosed in substantial holding notices given to the Company are listed below:
Volcan Australia Corporation Pty Ltd
189,375,000
11.74
No. Shares Held
% of Issued Capital
Additional Information
Unquoted Securities
There are no unquoted securities on issue as at 30 September 2018:
Unquoted Securities
Unquoted Options
Number on
Issue
Exercise Price
Expiry Date
-
-
-
Names of persons holding more than 20% of a given class of
unquoted securities (other than employee options) as at 30
September 2018
Security
Unquoted Options
Name
-
Number of Securities
-
Restricted Securities as at 30 September 2018
There are no restricted shares or options.
Voting Rights
All fully paid ordinary shares carry one vote per ordinary share without restriction. Unlisted options have no voting
rights.
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities
Page | 75
Schedule of Mineral Tenements as at 30 September 2018
Project Name
Project
number
Status
Interest Held %
Expiry date
Additional Information
Eastern Australia Bauxite
Projects
South Johnstone
South Johnstone
EPM18463
MDL2004
Granted
Granted
100%
100%
25/05/2020
31/10/2019
Queensland Bauxite Limited ABN 18 124 873 507 and Controlled Entities
Page | 76