Annual Report
to Shareholders
30 June 2016
ABN 84 121 700 105
Corporate Directory
Directors
Share Registry
Guy LeClezio – Non-Executive Chairman
Peter Thompson – Managing Director
Peter Langworthy – Executive Technical Director
Heath Hellewell – Non-Executive Director
Security Transfer Registrars Pty Ltd
770 Canning Highway
APPLECROSS WA 6153
Telephone:
Facsimile:
+61 8 9315 2333
+61 8 9315 2233
Joint Company Secretaries
Graeme Boden
Natasha Forde
Principal Place of Business
1 Coventry Parade
NORTH FREMANTLE WA 6159
Registered Office
15 Lovegrove Close
MOUNT CLAREMONT WA 6010
Telephone: +61 8 9286-1219
Facsimile: +61 8 9284-3801
Postal Address
15 Lovegrove Close
MOUNT CLAREMONT WA 6010
Auditor
William Buck Audit (WA) Pty Ltd
Level 3, 15 Labouchere Road
SOUTH PERTH WA 6151
Solicitors to the Company
Steinepreis Paganin
Level 4, The Read Building
16 Milligan Street
PERTH WA 6000
Securities Exchange Listing
Australian Securities Exchange
ASX Code: CMM
Annual General Meeting
Madagascar Office
Batiment L Cite ex-BRGM, Rue Farafaty
Ampandrianomby – Antananarivo 101
MADAGASCAR
Telephone: +261 20 22 416 63
Facsimile: +261 20 22 591 32
The Annual General Meeting of Capricorn Metals
Ltd will be held in the President’s Room, The
Celtic Club, 1st Floor, 48 Ord Street, West Perth
Australia at 9 am on Friday 25th November 2016.
Web Site
Visit our website at: www.capmetals.com.au
Registered under the Corporations Act 2001 in the State of Western Australia on 22nd September 2006
Contents
Operating and Financial Review
Directors’ Report
Auditor’s Independence Declaration
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Financial Statements
Directors' Declaration
Independent Audit Report
ASX Additional Information
Group Tenement Schedule
Page No.
2
13
24
25
26
27
28
29
56
57
59
61
CAPRICORN METALS LTD ACN 121 700 105
1
Operating and Financial Review
OPERATIONS REVIEW
Highlights
The acquisition of the Karlawinda Project through the purchase of all of the shares in Greenmount
Resources Pty Ltd.
Capital raisings of $1.5m at 3.3c per share and $12.6m at 13c per share to fund the exploration and
development studies at Karlawinda.
Completion of a 10,000m Reverse Circulation drilling programme at the Bibra deposit, Karlawinda,
with mineralisation intersected in every hole, leading to a substantial resource upgrade.
Resource upgrade for the Bibra deposit, with the addition of 40% more ounces at the same grade,
the new Inferred Resource containing 25,500,000 tonnes @ 1.1g/t for 914,000 ounces, to a depth of
240m.
Exploration Projects
KARLAWINDA GOLD PROJECT (AS AT THE TIME OF ACQUISITION)
Summary
Bibra Deposit - JORC 2012 Inferred resource at: 18mt @ 1.1g/t Au for 650,800oz Au (COG
0.5g/t)
Potential for near term open pit production: approximately $12 million already spent on resource
evaluation and pre-feasibility study activities.
Thick, flat lying gold mineralized structure amenable to low cost open pit mining with mineralization
starting close to surface. No previous mining.
Located close to key infrastructure and mining support services.
Large scale potential within an unexplored Archean greenstone belt to significantly add to the
resource base in the near term:
-
-
-
Bibra Gold Deposit: gold mineralization remains open in down plunge positions and potential
exists for strike extensions and stacked mineralized gold lodes. Large areas of defined
mineralization are not included in the JORC resource.
Prospect:
Francopan
drilling
intersections up to 5km away from the
Bibra Deposit include 81m @ 1.2g/t Au
(includes 15m @ 3g/t Au) and 37m @
1.9g/t Au.
reconnaissance
Regional Exploration: largely limited
drilling.
to
Number of defined high priority targets
for immediate testing. Potential for a
large-scale mineralized system.
aircore
Location
is
Project
The Karlawinda Gold
located
approximately 65 km south of Newman in the
Pilbara Province of Western Australia (Figure 1).
The main access route is via the Great Northern
Highway and the Weelarrana Station (unsealed)
access road and station tracks within Weelarrana
Station. The Pilbara-Goldfields Gas Pipeline is
located 50km to the west of the main project
area.
CAPRICORN METALS LTD ABN 84 121 700 105
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Figure (1) – Karlawinda Gold Project Location Plan
Operating and Financial Review (Cont’d)
Tenements
The main project area is made up of four granted exploration licences that cover an area of
approximately 290km sq. (Figure 2). The tenements cover a large area of the Sylvania Dome, an under-
explored Archaean aged outlier on the margin of the Pilbara Craton. The southern part of the project is
covered by the Proterozoic Bangemall Basin.
Figure (2) – Karlawinda Gold Project Tenement and Geology Plan
Previous Work
Gold mineralization at the Francopan Prospect was originally discovered by WMC Resources Ltd in 2005.
The project was subsequently acquired by Independence Group (IGO) in 2008 resulting in the discovery
of the significant Bibra Gold Deposit in 2009.
Since the discovery of the Bibra Gold Deposit by IGO approximately $12 million had been spent by IGO
on resource evaluation activities (RC and diamond drilling, assays, geotechnical assessments and
resource modelling), scoping study activities (Including: metallurgical test work, conceptual mining
designs, hydrology, baseline environmental studies, CIL process plant design and power supply), and
initial programs of regional exploration (aircore drilling, geochemical surveys and geophysical survey).
In addition, the project area has been the subject of Heritage Surveys with a number of Heritage
Agreements in place.
Bibra Gold Deposit
The Bibra Gold Deposit is part of a large-scale Archaean aged gold mineralized system. The resource is
hosted within a package of deformed meta-sediments that has developed on at least two parallel, shallow
dipping structures; oxide mineralization has developed over the structures from surface to a depth of
approximately 60m. The primary mineralization is strata-bound with lineations likely controlling higher-
grade shoots.
A JORC 2012 inferred resource of 18 million tonnes @ 1.1g/t Au for 650,800oz Au was estimated by
IGO and subsequently reviewed by independent consultants. There is a substantial amount of gold
mineralization drilled in close proximity to the existing resource that had the potential to be upgraded
with a limited amount of infill drilling. Scope exists for major expansions of the resource down plunge and
to a lesser extent along strike with additional drilling (Figure 3a, 3b and 3c).
CAPRICORN METALS LTD ABN 84 121 700 105
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Operating and Financial Review (Cont’d)
Figure (3a) – Bibra Gold Deposit
Figure (3b) – Bibra Gold Deposit
This diagram shows drill locations and calculated
gram X metre thickness contours. Areas highlighted
in the near term to provide
have potential
significant additions to the resource.
The resource drilling is a combination of RC and
diamond with a nominal spacing of 100m X 50m.
the
This diagram highlights
to
significantly increase the Bibra Resource in the
down-plunge position. The focus will be on defining
high-grade shoots within the broader mineralized
envelope.
potential
Figure (3c) – Bibra Gold Deposit Interpreted Cross Section
(Diagram from IGO 2011 Diggers and Dealers Presentation)
Francopan Gold Prospect
The Francopan Gold Prospect is located approximately 5km south east of the Bibra Gold Deposit (Figure
4) and demonstrates the potential size of the gold mineralizing system at Karlawinda. The mineralization
is covered by the northern margin of the Bangemall Basin.
Limited broad spaced drilling beneath the cover sequence has intersected broad zones of mineralization
containing narrower higher-grade intervals (Figure 5). Francopan will be targeted to define the size of the
mineralized system, determine whether there is a connection with the Bibra Deposit and identify high-
grade areas that can be assessed for underground mining opportunities.
CAPRICORN METALS LTD ABN 84 121 700 105
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Operating and Financial Review (Cont’d)
Figure (4) – Karlawinda Gold Project Prospect Location Plan
Figure (5) – Francopan Prospect Interpreted Geological Cross Section
Regional Exploration Potential
The Karlawinda Project remains largely unexplored. Since the discovery of the Bibra Deposit the focus
has largely been on detailed assessment of that resource. Regional exploration remains at an early stage
and is limited to wide spaced aircore drilling, surface geochemistry and programs of geophysics.
Despite the limited nature of the regional exploration a series of priority targets have been identified for
immediate follow-up work. Results of over 2g/t Au have been returned from shallow aircore drilling
(Figure 4).
CAPRICORN METALS LTD ABN 84 121 700 105
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Operating and Financial Review (Cont’d)
CAPRICORN ACTIVITIES AT KARLAWINDA IN 2016
Following the acquisition of Greenmount in February 2016, Capricorn took control of the Karlawinda Gold
Project, and immediately embarked on a strategy to fast-track its development, with the key elements of
this program including:
Compilation and validation of all drill-hole information into a Datashed database;
Establishment of strict QA/QC protocols, planning for, tendering and completion of a 10,000m RC
drilling programme designed to extend the 650,800 oz Bibra resource: and
The appointment of Mr Neville Bergin as a dedicated Project Manager for a Scoping Study of the
Bibra deposit. Significant progress was made on this Scoping Study, building on comprehensive work
by previous project owners. The Scoping Study was completed during July 2016.
BIBRA RC DRILLING PROGRAMME
Extensional RC drilling on a 50 x 50m grid was completed at Bibra at the end of May 2016; in total, 47
holes for a total of 9,642m were completed, with ore-grade intersections reported from all holes. Bibra
drill-hole results include:
KBRC 299: 18 metres @ 1.10g/t Au from 129m
3 metres @ 6.21g/t Au from 163m (EOH)
KBRC 300: 11 metres @ 1.12g/t Au from 152m
2 metres @ 7.45g/t Au from 177m (EOH)
KBRC 305: 18 metres @ 1.06g/t Au from 146m
KBRC 306: 15 metres @ 1.01g/t Au from 146m
KBRC 307: 16 metres @ 1.15g/t Au from 157m
KBRC 311: 24 metres @ 1.01g/t Au from 52m
KBRC 315: 11 metres @ 1.21g/t Au from 212m
KBRC 316: 19 metres @ 1.33g/t Au from 20m
KBRC 317: 23 metres @ 1.08g/t Au from 213m
KBRC 319: 12 metres @ 1.64g/t Au from 206m
KBRC 320: 18 metres @ 1.01g/t Au from 183m
KBRC 324: 26 metres @ 1.48g/t Au from 231m;
6 metres @ 2.49g/t Au from 270m
KBRC 325: 25 metres @ 1.05g/t Au from 264m;
14 metres @ 1.12g/t Au from 296m
KBRC 326: 22 metres @ 1.10g/t Au from 236m
KBRC 328: 13 metres @ 1.63g/t Au from 171m
KBRC 330: 22 metres @ 1.36g/t Au from 178m;
19m @ 1.33g/t Au from 20m
RC Drilling, Bibra, May 2016
CAPRICORN METALS LTD ABN 84 121 700 105
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Operating and Financial Review (Cont’d)
Figure (6): Plan of completed drilling, Bibra deposit, Karlawinda Gold Project
Figure (7a): Bibra Gold Deposit Schematic Cross Section (200200N), 2016 Intersections Labelled
CAPRICORN METALS LTD ABN 84 121 700 105
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Operating and Financial Review (Cont’d)
Figure (7b): Bibra Gold Deposit Schematic Cross Section (200050N), 2016 Intersections Labelled
Bibra Resource Update
An updated Inferred Resource for the Bibra deposit was estimated, following completion of RC drilling in
May 2016. The updated, 914,000 ounce Bibra Inferred Resource, which represents a 40% increase over
the previously published (2013) Inferred Resource estimate is based on a Whittle optimised open pit
using a gold price of A$1750/ounce.
The June 2016 Inferred Resource for the Bibra gold deposit reported 25,500,000 tonnes @ 1.1g/t for
914,000 ounces of contained gold (see Capricorn ASX release dated 4 July 2016). The resource is
reported at a 0.5g/t Au cut-off grade and is constrained within an optimized open pit shell using a gold
price of A$1750/oz.
The Bibra JORC-2012 compliant Inferred Resource Estimate as at 30 June 2016, is as follows:
TABLE (1): Bibra Gold JORC Open Pit Inferred Resource Estimate
Domain
Laterite
Saprolite
Transition
Fresh
TOTAL
Tonnes
Grade (g/t Au)
2,100,000
4,300,000
1,500,000
17,600,000
25,500,000
1.3
1.0
1.2
1.1
1.1
Ounces
85,000
142,000
58,000
629,000
914,000
Notes on the Inferred Mineral Resource:
1. Refer to JORC 2012 Table (1) in Appendix 1 of ASX release 4th July 2016 for full details.
2. Discrepancy in summation may occur due to rounding.
3. The mineralisation has been wireframe modelled using a 0.3g/t Au assay cut-off grade. The resource estimate has been
reported above a block grade of 0.5g/t Au.
4. The resource has been constrained by a A$1750/ounce conceptual optimal pit shell.
5. Ordinary Kriging was used for grade estimation utilising Surpac software v6.6.2.
6. Grade estimation was constrained to blocks within each of the mineralisation wireframes.
As at 30 June 2014, the Bibra JORC-2012 compliant Inferred Resource Estimate, reported by
Independence Group NL (see Capricorn ASX release dated 6 November 2015), was as follows:
Table (2): Mineral Resource - Reported at a 0.5g/t Au cut off grade
Classification
Tonnes (Mt)
Au g/t
Contained Au (Oz)
Measured
Indicated
Inferred
TOTAL
--
--
18
18
--
--
1.1
1.1
--
--
650,800
650,800
CAPRICORN METALS LTD ABN 84 121 700 105
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Operating and Financial Review (Cont’d)
Notes on the Inferred Mineral Resource:
1. The Mineral Resource estimate was estimated within a conceptual A$1,600/oz Au pit shell completed in 2012 and for the
area of drill coverage at 100m x 50m spacing or less. Contained gold (oz) figures have been rounded to the nearest one
hundred ounces.
2. The Mineral Resource has been unchanged since 2013.
3. Mostly RC drilling with 1m cone split samples analysed by 50g fire assay. Diamond drilling has been completed in areas
through the resource as a check on the RC and to provide structural information.
4. Mineralisation was wireframed at a cut-off grade of 0.3g/t Au and Mineral Resources were reported above a cut-off grade
of 0.5g/t Au.
5. Block modeling used ordinary kriging grade interpolation methods for composites that were top-cut to 10g/t Au in the
supergene zone and 16g/t Au for the remaining mineralization. Top cuts are not severe, trimming no greater than 0.5%
of the samples.
6. There are no Ore Reserves for Karlawinda.
Key points identified, from work to update the resource include:
The gold content of the Inferred Resource has increased by 263,000oz (or 40%) from the previous
estimation.
When directly compared with the previous Inferred Resource of 650,000oz, reported at a A$1600/oz
gold price, the resource increased by approximately 154,000oz. An additional 109,000oz came from
outside the A$1600/oz pit shell and is a product of the higher gold price environment expanding the
optimised pit shell.
The laterite, saprolite and transition zones increased to a total of 285,000oz. This is an increase of
45,000oz in a near-surface position.
The modelled mineralized zones that form the basis of the resource show good continuity and are
based on data from 43 diamond holes (5,373m) and 313 Reverse Circulation holes
(52,202m). This includes the 47-hole (9,642m) program completed by Capricorn earlier in the year.
Drill spacing is now on a 50m x 50m spacing, or closer.
Figure (8): Bibra Gold Deposit – Resource Block Model
(Blue: $A1750 optimal pit shell, Brown: Laterite resource, Yellow: Saprolite and Fresh resource)
Near-Bibra Exploration Targets
A significant program of up to 60,000m of in-fill drilling to upgrade the Bibra resource to Indicated status
to underpin a Definitive Feasibility Study (DFS) was announced. This program will also target potential
extensions of the deposit which were identified in the April/May 2016 drill program. The identification of
mineralisation in shallow, wide-spaced drilling close to Bibra suggests the opportunity to discover further
gold deposits. Some of these targets are shown in Figure 9.
CAPRICORN METALS LTD ABN 84 121 700 105
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Operating and Financial Review (Cont’d)
Bibra Mining Lease Application
Figure (9): KARLAWINDA GOLD TARGETS
A Mining Lease application for the Bibra deposit was submitted during the June 2016 quarter, and
positive discussions held with the registered Native Title party, the Nyiyaparli people.
Bibra Scoping Study activities
Various Scoping Study activities were progressed by external consultants, including the following:
Open pit optimisations by Cube Consulting to determine the updated Inferred Resource;
CIL and Gravity Plant designs by Mintrex;
Groundwater targeting by Groundwater Resource Management;
Environmental (flora) surveying by 360 Environmental;
Metallurgical testwork review and planning by Minelogix;
Comminution (crushing/grinding) testwork by Orway Mineral Consultants.
Tailings Dam Design by Galt Geotechnics; and
MADAGASCAR PROJECTS
The Company had consolidated a large exploration project in Southern Madagascar over an area of
approximately 237.7 km2 (Figure 10), targeting high-grade, high-quality graphite deposits, and also for
mafic-ultramafic intrusive related nickel-copper deposits.
It was decided to divest the Madagascar assets in an orderly manner, as they are considered non-core,
with the sole focus to be on the development of the Karlawinda Gold Project.
During the year, the Company completed the following divestments in Madagascar:
Sale of potential royalty at Molo graphite deposit in May 2016 for $305,960 (CAD $300,000) with
a further CAD $2,000,000 payable upon commencement of commercial production;
Sale of drilling equipment and vehicles for $49,550; and
Sale of shares in Energizer Resources Inc. for $200,771.
The principal Madagascar assets remaining to be divested include Real Estate, the Ampanihy Graphite
project (including the Maniry deposits), and labradorite prospects.
CAPRICORN METALS LTD ABN 84 121 700 105
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Operating and Financial Review (Cont’d)
Figure (10): Madagascan Project Location Plan
COMPETENT PERSONS STATEMENT
The information in this report that relates to Exploration Results or Mineral Resources is based on
information compiled or reviewed by Mr. Peter Langworthy, Technical Director, who is a Member of the
Australian Institute of Mining and Metallurgy. Mr. Peter Langworthy is a full time Director of Capricorn
Metals Limited and has sufficient experience, which is relevant to the style of mineralisation and types of
deposit under consideration and to the activities undertaken, to qualify as a Competent Person as defined
in the 2012 Edition of the “Australasian Code of Reporting of Exploration Results, Mineral Resources and
Ore Reserves”. Mr. Peter Langworthy consents to the inclusion in the report of the matters based on the
information in the form and context in which it appears.
CAPRICORN METALS LTD ABN 84 121 700 105
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Operating and Financial Review (Cont’d)
FINANCIAL REVIEW
Business Strategy
Capricorn Metals is a mineral exploration company with granted tenements located in Western Australia
and south-west Madagascar.
The Company’s strategy is to take the Bibra Gold Deposit at Karlawinda through a definitive feasibility
study to project funding and development.
The immediate strategy to Madagascar is to divest sufficient assets that is becomes self-funding.
Financial Position
The consolidated loss for the year was $3,700,868 (2015: $602,532). Inflows which helped reduce the
size of the deficit, were the receipt of $305,960 from the sale of a potential future royalty and proceeds
of $200,771 from the sale of shares in Energizer Resources Inc (“EGZ”).
During the year, Madagascan operations required parent company funding of $0.3 million, representing a
shortfall in self-funding strategy (2015 requirement: $0.3 million).
The cash balance of the Group at 30 June 2016 was $11.76 million.
Corporate Transactions
Energizer Resources Inc (EGZ):
Shares
During the year, Capricorn sold 2,263,000 EGZ shares to raise $200,771. The Company held 1,237,000
EGZ shares at 30 June 2016.
Potential Royalty
On 29 April 2016, Capricorn sold the Energizer 1.5% Net Smelter Return royalty to a third party for
upfront consideration of CAD $300,000, with an additional CAD $1,000,000 due from the third party, in
the event that EGZ commences commercial production.
Greenmount Resources Pty Ltd:
On 3 February 2016, Capricorn completed the acquisition of 100% of the issued capital of Greenmount
Resources Pty Ltd by the issue of 171,636,476 fully paid ordinary shares.
The acquisition of Greenmount Resources, included the following assets and liabilities:
-
The Karlawinda Gold Project, located 65km south-east of Newman in Western Australia. The
Karlawinda Gold Project contains a JORC 2012 Inferred Resource at: 18mt @ 1.1g/t Au for
650,800oz Au (COG 0.5g/t).
- Cash of $88,225.
-
A liability of $1,500,000 to be paid for the acquisition of the Karlawinda Gold Project by
Greenmount Resources, due and paid August 2016.
A liability of $135,540 payable for stamp duty on the transfer of the tenements which form the
Karlawinda Gold Project, paid May 2016.
-
- Minimum tenement expenditure commitments associated with the Karlawinda Gold Project of
$255,000.
Future Prospects
The group’s cash balance at 30 June 2016 will be sufficient to see the group through the planned
activities in relation to the feasibility study at Karlawinda during the 2016-17 year.
CAPRICORN METALS LTD ABN 84 121 700 105
12
Directors’ Report
The directors present their report on the Consolidated Group, comprising Capricorn Metals Ltd (referred
to in these financial statements as “Parent” or “Capricorn” and its wholly owned subsidiaries (“the
Group”), together with the financial report for the year ended 30 June, 2016 and the audit report
thereon.
Capricorn Metals Ltd changed its name from Malagasy Minerals Limited, on 3 February 2016.
1. DIRECTORS
The Directors of the company at any time during or since the end of the year are set out below. Directors
have been in office since the start of the financial year to the date of this report unless otherwise stated.
Mr Guy LE CLEZIO
BA
Non-Executive Chairman
(Age: 60)
Mr Le Clezio holds a Bachelor of Arts from the University of Western Australia. He has had 20 years’
experience in the mining and exploration industry and was an Executive Director of Eyres Reed Ltd and
Canadian Imperial Bank of Commerce who were leading Western Australian stockbrokers specialising in
the mining industry. He was a founding director of World Titanium Resources Ltd and a former director of
ASX listed Windy Knob Resources Ltd.
During the past three years Mr Le Clezio has not held any other listed company directorships.
Mr Peter THOMPSON
B.sc, M.Sc, MAusIMM
Managing Director – Appointed 3 February 2016
(Age: 51)
Mr Thompson trained as a geologist in Trinity College Dublin and Leicester University, he came to
Australia in 1988 and has had a continuous career in exploration and mining for gold, nickel and copper.
Employed by WMC, Anaconda Nickel, Jubilee Mines, St Barbara Ltd, Beaconsfield Gold and Central Asia
Resources in a range of roles, he has overseen several discoveries, project developments, feasibility
studies, acquisitions, divestments and company start-ups.
Recent responsibilities as CEO of Beaconsfield Resources and Central Asia Resources have been for
operating deep underground gold and heap leach start-up operations.
During the past three years Mr Thompson has held the following other listed company directorships:
Chief Executive Officer & Managing Director – Central Asia Resources Ltd (4 July 2014 to 8
February 2016)
Non-Executive Director - Central Asia Resources Ltd (8 February 2016 to 5 September 2016)
Non-Executive Director – Marmota Energy Ltd (26 May 2015 to present)
Mr Peter LANGWORTHY
BSc(Hons), MAusIMM
Non-Executive Director – 24 July 2013 to 2 February 2016
Executive Director – From 3 February 2016
(Age: 53)
Mr Langworthy is a geologist with a career spanning 26 years in mineral exploration and project
development in Australia and Indonesia. He has specific expertise in building successful teams that have
been responsible for significant mineral discoveries and in integrating technically sound exploration and
resource development strategies into corporate planning. His industry experience includes 12 years in
senior management roles with WMC Resources, four years with PacMIn Mining as Exploration Manager,
five years with Jubilee Mines where he built the team responsible for numerous discoveries at the Cosmos
Nickel Mine and the Sinclair nickel project, and three years with Talisman Mining as Technical Director. At
Jubilee he was part of the corporate team responsible for the growth of the company until it was taken
over by Xstrata for $23/share.
During the past three years Mr Langworthy has held the following other listed company directorship:
Non-Executive Chairman – Syndicated Metals Limited (20 March 2012 to present)
Non-Executive Director – Silver Mines Limited (21 June 2016 to present)
CAPRICORN METALS LTD ACN 121 700 105
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Directors’ Report (Cont’d)
Mr Heath HELLEWELL
B.sc Hons, MAIG
Non-Executive Director – Appointed 3 February 2016
(Age: 46)
Mr Hellewell is an exploration geologist with over 22 years of experience in gold, base metals and
diamond exploration predominantly in Australia and West Africa. Mr Hellewell graduated from Curtin
University with an Honours Degree in Geology and is a member of the Australian Institute of
Geoscientists. Mr Hellewell has previously held senior exploration positions with a number of successful
mining and exploration groups including DeBeers Australia Pty Ltd and Resolute Mining Limited. Mr
Hellewell joined Independence Group NL in 2000 prior to the Company’s IPO and was part of the team
that identified and acquired the Tropicana project area, eventually leading to the discovery of the
Tropicana and Havana gold deposits which are now subject to a production joint venture with Anglo
Ashanti Australia Ltd. Mr Hellewell ultimately rose to the position of Exploration Manager at Independence
Group.
Most recently he was the co-founding Executive Director of Doray Minerals Limited, where he was
responsible for the Company’s exploration and new business activities. Following the discovery of the
Andy Well gold deposits in 2010, Doray Minerals was named “Gold Explorer of the Year” in 2011 by The
Gold Mining Journal and in 2014 Heath was the co-winner of the prestigious “Prospector of the Year”
award, presented by the Association of Mining and Exploration Companies.
During the past three years Mr Hellewell has held the following other listed company directorships:
Executive Director – Doray Minerals Limited (20 August 2009 to 30 June 2014)
Non-Executive Director – Core Exploration Ltd (15 September 2014 to present)
Non-Executive Director – Duketon Mining Limited (18 November 2014 to present)
Dr Peter WOODS
BSc(Hons), PhD(Geol), MAIG
Non-Executive Director – Resigned 3 February 2016
(Age: 69)
Dr. Woods holds a Bachelor of Science (Honours) and a Doctorate of Philosophy (Geology) from the
University of Western Australia. He has had over 20 years’ experience in the mining and exploration
industry specialising in base metals, gold and industrial minerals, and as a consulting environmental
scientist. He has worked in Madagascar since 1994 and in that time discovered the 710 million tonne
Ranobe mineral sand deposit currently held by World Titanium Resources Ltd. He was a founding director
of World Titanium Resources Ltd and a Member of the Australian Institute of Geoscientists.
During the past three years Dr Woods has not held any other listed company directorships.
Mr Graeme BODEN
B Ec(Hons)
Non-Executive Director – Resigned 3 February 2016
(Age: 67)
He is an experienced business executive with more than 35 years in senior corporate or financial roles,
particularly in the planning and evaluation function of the resources industry and in the finance and
administration function of a range of industries, including resources. He has 30 years’ experience as a
Director or Secretary of ASX listed companies. He is the principal of Boden Corporate Services, which
continues to provide services to Capricorn.
During the past three years Mr Boden has not held any other listed company directorships.
2. COMPANY SECRETARIES
Mr Graeme Boden and Ms Natasha Forde were appointed as joint Company Secretaries on 30 September
2012.
Ms Forde has 9 years’ experience, as an employee of Boden Corporate Services Pty Ltd, providing
company secretarial and accounting services to a range of ASX listed and unlisted companies.
CAPRICORN METALS LTD ABN 84 121 700 105
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Directors’ Report (Cont’d)
3. MEETINGS OF DIRECTORS
During the financial year, the directors’ attendance at meetings of directors and committees of directors
were as follows:
Director
G LeClezio
P Thompson
P Langworthy
H Hellewell
P Woods
G Boden
Directors’
Meetings
B
A
15
15
7
7
15
15
7
7
8
8
6
8
Audit
A
-
-
-
-
-
-
B
-
-
-
-
-
-
A = Number eligible to attend
B = Number attended
Committee Meetings
Remuneration Nomination
B
-
-
-
A
-
-
-
A
-
-
-
B
-
-
-
-
-
-
-
-
-
-
-
The Full Board sits as the Audit, Remuneration and Nomination Committees when those responsibilities
are required to be fulfilled.
4. PRINCIPAL ACTIVITIES
The principal activities of the consolidated entity during the financial year were mineral exploration and
project evaluation. No significant change in the nature of these activities occurred during the financial
year.
5. OPERATING RESULTS
The consolidated loss of the consolidated entity after providing for income tax amounted to $3,700,868
(2015: $602,532).
6. DIVIDENDS PAID OR RECOMMENDED
No dividends were paid or recommended to be paid during the financial year (2015: Nil).
7. REVIEW OF OPERATIONS
A review of the consolidated entity's operations during the year and the results of those operations are
contained in the Operating and Financial Review section of this Annual Report from page 2.
8. FINANCIAL POSITION
The net assets of the Group have increased by $16,378,511 to $23,210,539 during the financial year.
This significant increase is largely due to net capital raising proceeds of $13,497,155 and the fair value
increase to the carrying value of the Madagascan property asset of $2,167,734.
The directors believe the group is in a financial position to progress its current objectives and strategies.
9. SIGNIFICANT CHANGES IN STATE OF AFFAIRS
Other than as set out elsewhere in the report, there were no significant changes in the state of affairs.
10. SUBSEQUENT EVENTS
There were no material events arising subsequent to 30 June 2016 to the date of this report which may
significantly affect the operations of the consolidated entity, the results of those operations and the state
of affairs of the consolidated entity in the future, other than:
Non-executive director, Mr G LeClezio exercised 1,000,000 options by the payment of $150,000
to the company.
A general meeting of shareholders has been called to ratify the placement of 58,309,125 shares
on 7 October 2016, refreshing the Company’s capacity to make a further placement of up to
67,055,493 shares.
CAPRICORN METALS LTD ABN 84 121 700 105
15
Directors’ Report (Cont’d)
11. FUTURE DEVELOPMENTS
Likely future developments in the operations of the consolidated entity are referred to in the Operating
and Financial Review section of this Annual Report.
12. ENVIRONMENTAL ISSUES
Mining and exploration operations in Madagascar and Australia are subject to environmental regulation
under the Laws of each country. The Group’s current activities generally involve disturbance associated
with exploration drilling programmes in Australia, with only low level activities in Madagascar. There have
been no breaches of the Group’s obligations under environmental laws.
13. DIRECTORS INTERESTS
As at the date of this report, the interests of the Directors in shares and options of the Company were:
Director
G LeClezio
P Thompson
H Hellewell
P Langworthy
No. of
Shares
17,444,276
6,279,974
102,757,655
5,104,903
No. of
Unlisted Options
1,000,000
6,000,000
-
4,800,000
14. CORPORATE GOVERNANCE
The Company’s corporate governance statement can be found at the following URL:
http://capmetals.com.au/wp-content/uploads/2016/09/160930-CMM-Corporate-Governance-
Statement.pdf
CAPRICORN METALS LTD ABN 84 121 700 105
16
Directors’ Report (Cont’d)
15. REMUNERATION REPORT (AUDITED)
This report details the nature and amount of remuneration for each Key Management Personnel of
Capricorn Metals Ltd.
The remuneration policy was approved by the Board. Executives receive a base salary, superannuation,
fringe benefits, performance incentives and retirement benefits as relevant or appropriate to their position.
The remuneration committee reviews executive packages annually by reference to company performance,
executive performance, comparable information from industry sectors and other listed companies and
independent advice. The performance of executives is reviewed annually, by the remuneration committee,
with revised remuneration packages generally taking effect from the 1st of July of that year.
Executives may be granted unlisted share options from time to time, as determined by the Board.
The Board expects that the remuneration structure implemented will result in the company being able to
attract and retain executives to manage the consolidated entity. It will also provide executives with the
necessary incentives to work towards sustainable growth in shareholder value.
The payment of bonuses, options and other incentive payments are reviewed by the remuneration
committee annually as part of the review of executive remuneration and a recommendation is put to the
Board for approval. The Board can exercise its discretion in relation to approving incentives, bonuses and
options and can recommend changes to the committee's recommendations. Any changes must be
justified by reference to measurable performance criteria.
Details of Remuneration for Year Ended 30 June 2016:
Executive Directors
At 30 June 2016, the senior executives of the Company who are full time employees, had conditions of
employment as set out below. Either party may terminate their agreement without cause by giving
written notice of three months. There is no termination fee payable other than during the term of notice.
Name
Position
Term Expiring
Salary
Options (1)
Note:
Mr Peter Thompson
Managing Director
1 February 2019
$240,000 pa
6,000,000
Mr Peter Langworthy
Technical Director
1 April 2019
$150,000 pa
4,800,000
(1) In addition to their contracted remuneration set out above 10,800,000 unlisted Options were issued
as incentives during the year ended 30 June 2016 (see (b) equity issued as part of remuneration).
Non-Executive Directors
The base fee for a non-executive directors is $40,000 per annum. The Company makes contributions at the
statutory minimum rate to superannuation funds nominated by directors, in addition to the base fee.
The aggregate amount of remuneration payable to all non-executive directors was set prior to ASX listing, at
$200,000 per annum.
Directors’ fees cover all main board activities and committee memberships.
CAPRICORN METALS LTD ABN 84 121 700 105
17
Directors’ Report (Cont’d)
(a) Remuneration for Key Management Personnel of the consolidated entity during the year was as follows:
2016
Non-Executive Directors:
G LeClezio
H Hellewell
P Woods (1)
Executive Directors:
P Thompson (2)
P Langworthy (3)
Management:
J L Marquetoux
Company Secretaries:
G Boden & N Forde (4)(5)
Short Term
Benefits
Salary &
Director Fees
$
Other
Service Fees
$
Post-Employment
Benefits
Share Based
Expense
Superannuation
$
Value of Options
$
Total
$
Performance
related
%
40,950
18,250
24,628
100,000
48,450
232,278
169,783
3,000
-
-
-
-
3,000
-
-
130,134
2,850
-
1,299
8,045
3,563
15,757
-
-
-
-
-
64,258
51,407
115,665
-
-
46,800
18,250
25,927
172,303
103,420
1,010,737
169,783
130,134
-
-
-
37.29
49.71
-
-
Total Key Management Personnel
402,061
133,134
15,757
115,665
666,617
Notes:
(1) Dr P Woods resigned as a director on 3 February 2016.
(2) Mr P Thompson was appointed Managing Director on 3 February 2016.
(3) Mr P Langworthy transitioned from a Non-Executive Director to an Executive Director role on 3 February 2016.
(4) Mr G Boden resigned as a director on 3 February 2016. Mr Boden did not receive payment of a director’s fee.
(5) Payments made to G Boden through Boden Corporate Services Pty Ltd (BCS) include time spent on company activities, including accounting and
administration by G Boden and other employees of BCS, including N Forde as Joint Company Secretary.
There were no bonuses paid to any Key Management Personnel during the year.
CAPRICORN METALS LTD ABN 84 121 700 105
18
Directors’ Report (Cont’d)
2015
Non-Executive Directors:
G LeClezio
P Langworthy (1)
P Woods
G Boden (2)
Management:
J L Marquetoux
Company Secretaries:
G Boden & N Forde (3)
Short Term
Benefits
Salary &
Director Fees
$
Other
Service Fees
$
Post-Employment
Benefits
Share Based
Expense
Superannuation
$
Value of Options
$
Total
$
Performance
related
%
43,800
43,800
43,800
-
131,400
157,624
-
171,476
-
-
171,476
-
-
72,999
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
43,800
215,276
43,800
-
375,875
157,624
72,999
533,499
-
-
-
-
-
-
-
-
-
Total Key Management Personnel
289,024
244,475
Notes:
(1) Payments made to Mr Langworthy, through OMNI GeoX Pty Ltd (OMNI), of which Mr Langworthy is a director and shareholder, include time spent on
managing and executing the exploration programme by P Langworthy and other employees of OMNI.
(2) Mr G Boden did not receive payment of a director’s fee.
(3) Payments made to G Boden through Boden Corporate Services Pty Ltd (BCS) include time spent on company activities, including accounting and
administration by G Boden and other employees of BCS, including N Forde as Joint Company Secretary.
There were no bonuses paid to any Key Management Personnel during the year.
CAPRICORN METALS LTD ABN 84 121 700 105
19
Directors’ Report (Cont’d)
(b) Equity issued as part of remuneration:
Options:
During the year ended 30 June 2016, 10,800,000 (2015: Nil) unlisted options, exercisable at $0.10 on or
before 31st May 2020 were issued to Key Management Personnel. The options are subject to the following
vesting periods as follows:
-
-
-
3,600,000 (one third) vest on 20 April 2017;
3,600,000 (one third) vest on 20 April 2018; and
3,600,000 (one third) vest on 20 April 2019.
Details of the options are as follows:
Vested
No.
Granted
No.
Grant
Date
Value per
Option at
Grant Date
Exercise
Price
Allotment
Date
Expiry
Date
6,000,000 20/04/16
4,800,000 20/04/16
-
-
- 10,800,000
$0.11
$0.11
$0.10
$0.10
20/04/16 31/05/20
20/04/16 31/05/20
Key Management
Person
Executives:
P Thompson
P Langworthy
Shares:
As set out in previous annual reports, from 1 April 2013, some directors agreed to take compensation in
shares rather than cash, provided that shareholders give approval for the shares to be issued.
At the annual general meeting held on 26 November 2015, shareholders approved the issue of 6,290,055
shares to directors in place of director fees for the period 1 October 2014 to 30 September 2015, as set
out in the following table.
The deemed issue price is equal to the simple average of the closing price of Shares traded on ASX on
the first and last trading days of the period.
Director
G LeClezio
P Woods
P Langworthy
Period
1 October 2014 to 31 December 2014
1 January 2015 to 31 March 2015
1 April 2015 to 30 June 2015
1 July 2015 to 30 September 2015
1 October 2014 to 31 December 2014
1 January 2015 to 31 March 2015
1 April 2015 to 30 June 2015
1 July 2015 to 30 September 2015
1 October 2014 to 31 December 2014
1 January 2015 to 31 March 2015
1 April 2015 to 30 June 2015
1 July 2015 to 30 September 2015
Fees Accrued
$
10,975
10,950
10,975
10,950
10,975
10,950
10,975
10,950
10,975
10,950
10,975
10,950
$131,550
Issue
Price
$
$0.030
$0.022
$0.020
$0.016
$0.030
$0.022
$0.020
$0.016
$0.030
$0.022
$0.020
$0.016
Shares Issued as
Compensation
No.
365,833
497,727
548,750
684,375
365,833
497,727
548,750
684,375
365,833
497,727
548,750
684,375
6,290,055
As at 30 June 2016, there are no accrued director’s fees. Fees have been paid for in cash from the period
commencing 1 October 2015.
CAPRICORN METALS LTD ABN 84 121 700 105
20
Directors’ Report (Cont’d)
(c) Movements in share and options holdings, held by key management personnel:
Movements in options over equity instruments:
The movement during the reporting period in the number of options over ordinary shares in the Entity
held, directly, indirectly or beneficially, by each key management person, including their related parties is
as follows:
Balance
1 July 2015
Granted as
Remuneration
Expired
Balance
30 June 2016
Vested
During the
Year
Vested &
Exercisable
30 June 2016
Directors:
G LeClezio
P Thompson (1)
P Woods (2)
G Boden (3)
H Hellewell
P Langworthy
Management:
JL Marquetoux
Company
Secretaries:
G Boden (3)
N Forde
2,000,000
-
2,000,000
750,000
-
900,000
5,650,000
250,000
N/A
250,000
250,000
-
6,000,000
-
-
-
4,800,000
10,800,000
-
-
-
-
-
(900,000)
(900,000)
-
-
-
-
-
-
-
-
2,000,000
6,000,000
N/A
N/A
-
4,800,000
12,800,000
250,000
750,000
250,000
1,000,000
6,150,000 10,800,000
(900,000) 14,050,000
-
-
-
-
-
-
-
-
-
-
-
-
2,000,000
-
-
-
-
-
2,000,000
250,000
750,000
250,000
1,000,000
3,250,000
Notes:
(1) P Thompson was appointed a director on 3 February 2016.
(2) P Woods resigned as director on 3 February 2016.
(3) G Boden resigned as director on 3 February 2016, however, he remained joint company secretary.
Movements in Share Holdings:
The movement during the reporting period in the number of ordinary shares in the Entity held, directly,
indirectly or beneficially, by each key management person, including their related parties, is as follows:
Balance
1 July 2015
Acquired
Other (1)
Disposed
Directors:
G LeClezio
P Thompson (2)
H Hellewell (3)
P Woods (4)
G Boden (5)
P Langworthy (6)
Management:
JL Marquetoux
Company
Secretaries:
G Boden (5)
N Forde
14,347,591
-
-
3,507,078
-
3,008,218
20,862,887
-
6,279,974
102,757,655
-
1,000,000
110,037,629
2,096,685
-
-
2,096,685
-
2,096,685
6,290,055
-
-
-
-
-
N/A
-
-
-
-
-
-
20,862,887
110,037,629
6,290,055
Balance
30 June 2016
16,444,276
6,279,974
102,757,655
N/A
N/A
5,104,903
130,586,808
-
1,000,000
-
1,000,000
131,586,808
-
-
-
-
-
-
-
-
-
-
-
-
Notes:
(1) Shares acquired by Dr Woods, Mr P Langworthy and Mr LeClezio were allotted as compensation for
accrued directors fees after approval by shareholders at the annual general meeting held 26
November 2015.
CAPRICORN METALS LTD ABN 84 121 700 105
21
Directors’ Report (Cont’d)
(2) P Thompson was appointed a director on 3 February 2016. 5,522,398 shares were acquired as
consideration for the acquisition of Greenmount Resources Pty Ltd (see Note 27), and 757,576 were
acquired through participation in a placement on 3 February 2016, at a price of $0.33 per share.
(3) H Hellewell was appointed a director on 3 February 2016. 102,757,655 shares were acquired as
consideration for the acquisition of Greenmount Resources Pty Ltd (see Note 27).
(4) P Woods resigned as director on 3 February 2016.
(5) G Boden resigned as a director on 3 February 2016. At the time of his resignation he held 1,000,000
shares. G Boden remained as Company Secretary.
(6) All shares held by P Langworthy are owned by OMNI GeoX Pty Ltd, a company of whom he is a non-
controlling director and shareholder.
(d) Related Party Transactions with Key Management Personnel:
Apart from details disclosed in this note, no director has entered into a material contract with the Group
since the end of the previous financial year and there were no material contracts involving directors’
interests existing at year end.
Transactions between related parties are on usual commercial terms and conditions no more favourable
than those available to other parties unless otherwise stated.
The aggregate amounts recognised during the year relating to key management personnel and their
related parties are as follows:
Key Management Person Transaction
P Langworthy (1)
G Boden (2)
Exploration programme management
Corporate services
2016
$
644,037
130,134
774,171
2015
$
171,456
72,999
244,475
Notes:
(1) OMNI GeoX Pty Ltd, of which Mr P Langworthy is a Director and shareholder, provides services in
relation to the management and execution of the exploration programme, for which fees were billed
on hourly rates the same as for other clients, as were due and payable under normal terms. The
agreement may be terminated by one months’ notice.
(2) Boden Corporate Services Pty Ltd, of which Mr G Boden is a director, provides services in company
secretarial, accounting and administration roles for which service fees were billed based on normal
market rates, and were due and payable under normal terms. Boden Corporate commenced
providing these services from 1 October 2013. The agreement may be terminated by three months’
notice.
Amounts payable to key management personnel at the reporting date arising from these contact services
were as set out below:
Current payables:
Trade and other payables
Company Performance
2016
$
2015
$
95,914
95,914
12,975
12,975
The following table shows the gross revenue, profits, dividends and share price at the end of financial
year for the past five financial years ending 30 June:
Consolidated Entity
Revenue
Net Profit/(Loss)
Share Price at Year End
Dividends Paid
2012
4,160,826
2,718,046
8.5c
-
2013
664,831
(3,262,572)
1.9c
-
2014
1,831,271
229,752
2.8c
-
2015
1,334,642
(602,534)
1.8c
-
2016
700,637
(3,700,868)
15.0c
-
The Board does not consider earnings during the current and previous four financial years when
determining, and in relation to, the nature and amount of remuneration of key management personnel.
- END OF AUDITED REMUNERATION REPORT -
CAPRICORN METALS LTD ABN 84 121 700 105
22
Directors’ Report (Cont’d)
16. NON-AUDIT SERVICES
No fees were paid or payable to William Buck Audit (WA) Pty Ltd for non-audit services during the year
ended 30 June 2016 (2015: Nil).
17. INDEMNIFYING OFFICERS AND AUDITORS
The Company has established an insurance policy insuring Directors and officers of the Company against
any liability arising from a claim brought by a third party against the Company or its Directors and
officers, and against liabilities for costs and expenses incurred by them in defending any legal
proceedings arising out of their conduct while acting in their capacity as a Director or officer of the
Company, other than conduct involving a wilful breach of duty in relation to the Company.
In accordance with a confidentiality clause under the insurance policy, the amount of the premium paid to
insurers will not be disclosed. This is permitted under S300(9) of the Corporation Act 2001.
No indemnity has been obtained for the auditor of the group.
18. SHARE OPTIONS
At the date of this report, the unissued ordinary shares of Capricorn Metals Ltd under option are as
follows:
Grant Date
Date of Expiry
16 November 2012 30 November 2016
30 November 2016
31 May 2020
22 May 2013
20 April 2016
Exercise Price
$0.15
$0.15
$0.10
No.
Under Option
6,000,000
500,000
10,800,000
17,300,000
No options were exercised during the year ended 30 June 2016. Subsequent to year end, 1,000,000
options at $0.15 were exercised.
19. PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in
any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the
Company for all or any part of those proceedings.
20. AUDITOR’S INDEPENDENCE DECLARATION
The lead auditor’s independence declaration for the year ended 30 June 2016 has been received and can
be found on page 24 of the annual report.
Signed in accordance with a resolution of the Board of Directors.
G LeClezio
Chairman
Perth, Western Australia
30 September 2016
CAPRICORN METALS LTD ABN 84 121 700 105
23
Consolidated Statement of Profit or Loss and Other
Comprehensive Income
For the year ended 30 June 2016
Revenue
Other Income
Fair value loss on financial assets
(Loss)/ gain on disposal of financial assets
Employee benefits expense
Depreciation expense
Foreign currency gain
Administration costs
Exploration expenditure
Share-based payments
Note
2(a)
2(b)
4
3
9
2016
$
248,099
2015
$
498,560
452,538
836,082
(216,868)
(177,757)
(51,554)
96,899
(685,981)
(563,517)
(62,673)
(61,706)
338
22,361
(707,937)
(462,101)
(257,535)
(447,244)
20
(115,665)
-
Reversal of impairment/(impairment) of receivable
22,673
(338,650)
Impairment of deferred exploration and evaluation expenditure
12
(2,322,216)
-
Loss before income tax expense
(3,696,781
(597,073)
Income tax expense
5
(4,087)
(5,459)
Net loss attributable to members of the parent entity
(3,700,868)
(602,532)
Other Comprehensive Income:
Items that may be re-classified to profit or loss:
- Adjustment from translation of foreign controlled entities
- Revaluation of property asset
20,395
2,167,734
(60,735)
-
Total comprehensive loss for the year attributable to
members of the parent entity
(1,512,739)
(663,267)
Earnings per share:
Basic loss per share (cents per share)
Diluted loss per share (cents per share)
19
19
(1.36)
(1.36)
(0.37)
(0.37)
The accompanying notes form part of these financial statements
CAPRICORN METALS LTD ABN 84 121 700 105
25
Consolidated Statement of Financial Position
As at 30 June 2016
Current Assets
Cash and cash equivalents
Trade and other receivables
Other current assets
Other financial assets
Total Current Assets
Non-Current Assets
Property, plant & equipment
Investment in joint venture
Deferred exploration and evaluation costs
Total Non-Current Assets
TOTAL ASSETS
Current Liabilities
Trade and other payables
Other liability
Short-term provisions
Total Current Liabilities
Non-Current Liabilities
Trade and other payables
Total Non-Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
Note
2016
$
2015
$
6
8
7
4
9
12
13
14
15
11,755,911
119,232
44,426
175,629
12,095,198
778,206
63,835
125,922
644,822
1,612,785
4,819,707
-
8,565,465
13,385,172
2,665,519
1
3,289,216
5,954,736
25,480,370
7,567,521
1,867,017
2,305
25,931
1,895,253
296,026
-
16,893
312,919
374,578
374,578
422,574
422,574
2,269,832
735,493
23,210,539
6,832,028
16
17
18
32,509,123
1,750,113
(11,048,697)
14,733,538
(553,681)
(7,347,829)
23,210,539
6,832,028
The accompanying notes form part of these financial statements.
CAPRICORN METALS LTD ABN 84 121 700 105
26
Consolidated Statement of Changes in Equity
For the year ended 30 June 2016
Issued
Capital
$
Accumulated
Losses
$
Note
Foreign Currency
Translation
Reserve
$
Asset
Revaluation
Reserve
$
Balance at 1 July 2014
14,613,363
(6,745,297)
(693,299)
Loss for the year
Other comprehensive income
Total comprehensive income
-
-
-
(602,532)
-
(602,532)
-
(60,735)
(60,735)
Issue of shares
Balance at 30 June 2015
16
120,175
14,733,538
-
(7,347,829)
-
(754,034)
Balance at 1 July 2015
14,733,538
(7,347,829)
(754,034)
-
-
-
-
-
-
-
Loss for the year
Other comprehensive income
Total comprehensive income
Issue of shares
Cost of capital raised
Share based payments
Balance at 30 June 2016
-
-
-
16
16
17
18,412,074
(636,489)
-
32,509,123
(3,700,868)
-
(3,700,868)
-
-
-
-
(11,048,697)
-
20,395
20,395
-
-
-
(733,639)
-
2,167,734
2,167,734
-
-
-
-
2,167,734
Option
Reserve
$
200,353
-
-
-
Total
$
7,375,120
(602,532)
(60,735)
(663,267)
-
200,353
120,175
6,832,028
200,353
6,832,028
-
-
-
-
-
-
115,665
316,018
(3,700,868)
2,188,129
(1,512,739)
18,412,074
(636,489)
115,665
23,210,539
The accompanying notes form part of these financial statements
CAPRICORN METALS LTD ABN 84 121 700 105
27
Consolidated Statement of Cash Flows
For the year ended 30 June 2016
Cash flows from Operating Activities
Payments to suppliers and employees
Payments for exploration expenditure
Interest received
Royalties received
Other Income
Net cash used in operating activities
Note
2016
$
2015
$
(1,558,667)
(273,398)
34,161
91,360
185,691
(1,520,853)
(904,121)
(842,905)
14,627
122,154
157,604
(1,452,641)
21
Cash flows from Investing Activities
Payments for property, plant and equipment
Proceeds on sale of fixed assets
Proceeds on sale of financial assets
Proceeds on sale of exploration permits
Proceeds on sale of joint venture interest
Proceeds on sale of potential future royalty
Capitalised exploration expenditure
Cash acquired on acquisition of Greenmount Resources Pty Ltd
Net cash provided by investing activities
Cash flows from Financing Activities
Proceeds received from the issue of shares
Costs of capital raised
Deferred payments under share purchase agreement
Security deposit
Net cash flows used in financing activities
(44,488)
49,550
200,771
-
-
305,960
(1,511,517)
88,225
(9,11,499)
(11,300)
-
225,899
219,968
717,659
-
-
-
1,152,226
14,133,644
(636,489)
(47,996)
(40,000)
13,409,159
-
-
(44,478)
-
(44,478)
Net increase / (decrease) in cash held
10,976,807
(344,893)
Cash and cash equivalent at the beginning of the year
6
778,206
1,125,108
Effect of exchange rates on cash holdings in foreign currencies
898
(2,009)
Cash and cash equivalents at the end of the year
6
11,755,911
778,206
The accompanying notes form part of these financial statements.
CAPRICORN METALS LTD ABN 84 121 700 105
28
Notes to the Consolidated Financial Statements
For the year ended 30 June 2016
NOTE 1 – STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial report is a general purpose financial report that has been prepared in
accordance with Australian Accounting Standards, Australian Accounting Interpretations and other
authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act
2001.
The financial statements were authorised for issue on 29 September 2016 by the Directors of the
Company.
Compliance with Australian Accounting Standards ensures that the financial statements and notes also
comply with International Financial Reporting Standards. Material accounting policies adopted in the
preparation of the financial statements are presented below and have been consistently applied unless
otherwise stated.
The consolidated financial statements of Capricorn Metals Ltd as at the year ended 30 June 2016
comprises the company and its subsidiaries (together referred to as the ‘Group’ or ‘Consolidated Entity’).
Capricorn Metals Ltd is a listed public company, incorporated and domiciled in Australia. The Group is a
for profit entity for financial reporting purposes under Australian Accounting Standards.
Basis of Preparation:
Reporting Basis and Conventions
Except for the cash flow information the financial report has been prepared on an accruals basis and is
based on historical costs modified by the revaluation of selected non-current assets, and financial assets
and financial liabilities for which the fair value basis of accounting has been applied.
Change in accounting policy:
The Group has changed its accounting policy for land & buildings from a cost model to a revaluation
model in accordance with paragraph 31 of AASB 116 Property, Plant and Equipment. The entire class of
property, plant and equipment to which land and buildings belong has been revalued. The carrying
amount of land and buildings has been increased as a result of the revaluation and the increase has been
recognised in other comprehensive income and accumulated in equity under the heading of asset
revaluation reserve. The change in accounting policy has been applied prospectively.
The directors have determined that the change results in the financial statements providing reliable and
more relevant information about the effects of transactions, other events or conditions for its property,
plant and equipment on the entity’s financial position, financial performance or cash flows.
Accounting Policies:
(a) Principles of Consolidation
The consolidated financial statements incorporate the financial statements of the Consolidated Entity and
Entities (including special purpose entities) controlled by the Consolidated Entity (its subsidiaries). The
parent controls an entity when it is exposed to, or has rights to, variable returns from its involvement
with the entity and has the ability to affect those returns through its power over the entity. A list of the
subsidiaries is provided in note 26.
The financial statements of the subsidiaries are prepared for the same reporting period as the parent
entity, using consistent accounting policies.
In preparing the consolidated financial statements, all intercompany balances and transactions, income
and expenses and profit and losses resulting from intra-group transactions have been eliminated in full.
Subsidiaries are fully consolidated from the date on which control is transferred to the group and cease to
be consolidated from the date on which control is transferred out of the group.
Unrealised gains or transactions between the group and its associates are eliminated to the extent of the
group’s interests in the associates. Unrealised losses are also eliminated unless the transaction provides
evidence of an impairment of the asset transferred. Accounting policies of associates have been changed
where necessary to ensure consistency with the policies adopted by the group.
When the group ceases to have control, joint control or significant influence, any retained interest in the
entity is remeasured to its fair value with the change in carrying amount recognised in profit or loss. The
fair value is the initial carrying amount for the purposes of subsequently accounting for the retained
interest as an associate, joint controlled entity or financial asset. In addition, any amounts previously
recognised in other comprehensive income in respect of that entity are accounted for as if the group had
CAPRICORN METALS LTD ACN 121 700 105
29
Notes to the Consolidated Financial Statements (Cont’d)
For the year ended 30 June 2016
NOTE 1 – STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in
other comprehensive income are reclassified to profit or loss.
Non-controlling interests in the equity and results of the entities that are controlled are shown as a
separate item in the consolidated financial report, to the extent that they are considered material.
(b)
Income Tax
The charge for current income tax expense is based on the profit for the year adjusted for any non-
assessable or disallowed items. It is calculated using tax rates that have been enacted or are
substantively enacted by the reporting date.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences
arising between the tax bases of assets and liabilities and their carrying amounts in the financial
statements. No deferred income tax will be recognised from the initial recognition of an asset or liability,
excluding a business combination, where there is no effect on accounting or taxable profit or loss.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is
realised or liability is settled. Deferred tax is credited in the statement of profit and loss and other
comprehensive income except where it relates to items that may be credited directly to equity, in which
case the deferred tax is adjusted directly against equity.
Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be
available against which deductible temporary differences can be utilised.
The amount of benefits brought to account or which may be realised in the future is based on the
assumption that no adverse change will occur in income taxation legislation and the anticipation that the
consolidated entity will derive sufficient future assessable income to enable the benefit to be realised and
comply with the conditions of deductibility imposed by the law.
(c) Property, Plant and Equipment
Each class of property, plant and equipment is carried at cost or fair value, less, where applicable, any
accumulated depreciation and impairment losses.
Property:
Land and Buildings are measured using a revaluation model in accordance with paragraph 31 of AASB
116 Property, Plant and Equipment. The entire class of property, plant and equipment to which land and
buildings belong is subject to review and revalued on the basis of independent valuations. Any
revaluation adjustment to the carrying amount of land and buildings is recognised in other
comprehensive income and accumulated in equity under the heading of asset revaluation reserve.
Plant and equipment:
Plant and equipment are measured on the cost basis less depreciation and impairment losses.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to
the group and the cost of the item can be measured reliably. All other repairs and maintenance are
charged to the income statement during the financial period in which they are incurred.
Depreciation:
The depreciable amount of all fixed assets including capitalised lease assets, is depreciated on a reducing
balance commencing from the time the asset is held ready for use.
The depreciation rates used for each class of depreciable assets are:
Class of Fixed Asset
Land and Buildings
Plant and Equipment
Computers
Motor vehicles
Field equipment
Depreciation Rate
1%
7.5% - 50%
20%
20%
40%
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of the
reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if
the asset’s carrying amount is greater than its estimated recoverable amount.
CAPRICORN METALS LTD ABN 84 121 700 105
30
Notes to the Consolidated Financial Statements (Cont’d)
For the year ended 30 June 2016
NOTE 1 – STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These
gains and losses are included in the statement of profit or loss and other comprehensive income.
(d) Exploration, Evaluation and Development Expenditure
Exploration, evaluation and development expenditure incurred is either written off as incurred or
accumulated in respect of each identifiable area of interest. Tenement acquisition costs are initially
capitalised. Costs are only carried forward to the extent that they are expected to be recouped through
the successful development of the area, sale of the respective areas of interest or where activities in the
area have not yet reached a stage, which permits reasonable assessment of the existence of
economically recoverable reserves.
Accumulated costs in relation to an abandoned area are written off in full against profit in the year in
which the decision to abandon the area is made.
When production commences, the accumulated costs for the relevant area of interest are amortised over
the life of the area according to the rate of depletion of the economically recoverable reserves.
A regular review is undertaken of each area of interest to determine the appropriateness of continuing to
carry forward costs in relation to that area of interest.
Immediate restoration, rehabilitation and environmental costs necessitated by exploration and evaluation
activities are expensed as incurred and treated as exploration and evaluation expenditure. Exploration
activities resulting in future obligations in respect of restoration costs result in a provision to be made by
capitalising the estimated costs, on a discounted cash basis, of restoration and depreciating over the
useful life of the asset. The unwinding of the effect of the discounting on the provision is recorded as a
finance cost on the statement of profit or loss and other comprehensive income.
(e) Financial Instruments
Recognition and measurement:
Financial instruments are initially measured at fair value on trade date, which includes transaction costs,
when the related contractual rights or obligations exist. Subsequent to initial recognition these
instruments are measured as set out below.
Loans and receivables:
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are
not quoted in an active market and are stated at amortised cost using the effective interest rate method.
Financial assets at fair value through profit or loss:
Financial assets are classified at “fair value through profit or loss” when they are held for trading for the
purpose of short-term profit taking. Such assets are subsequently measured at fair value with changes in
carrying amount being included in the statement of profit or loss and other comprehensive income.
Financial liabilities:
Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal
payments and amortisation.
Fair value:
Fair value is determined based on current bid process for all quoted investments. Valuation techniques
are applied to determine the fair value for all unlisted securities, including recent arm’s length
transactions, reference to similar instruments and option pricing models.
Impairment:
At each reporting date, the group assess whether there is objective evidence that a financial instrument
has been impaired. In the case of available-for sale financial instruments, a prolonged decline in the
value of the instrument is considered to determine whether impairment has arisen. Impairment losses
are recognised in the statement of profit or loss and other comprehensive income.
(f)
Impairment of Debtors
Impairment of trade receivables is continually reviewed and those that are considered to be uncollectible
are written off by reducing the carrying amount directly. An allowance account is used when there is
objective evidence that the Group will not be able to collect all amounts due according to the original
contractual terms. Factors considered by the Group in making this determination include known
significant financial difficulties of the debtor, review of financial information and significant delinquency in
CAPRICORN METALS LTD ABN 84 121 700 105
31
Notes to the Consolidated Financial Statements (Cont’d)
For the year ended 30 June 2016
NOTE 1 – STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
making contractual payments to the Group. The impairment allowance is set equal to the difference
between the carrying amount of the receivable and the present value of estimated future cash flows,
discounted at the original effective interest rate. Where receivables are short‐term discounting is not
applied in determining the allowance.
The amount of the impairment loss is recognised in the statement of profit or loss and other
comprehensive income within other expenses. When a trade receivable for which an impairment
allowance had been recognised becomes uncollectible in a subsequent period, it is written off against the
allowance account. Subsequent recoveries of amounts previously written off are credited against other
expenses in the statement of profit or loss and other comprehensive income.
(g)
Impairment of Assets
At each reporting date, the group reviews the carrying values of its tangible and intangible assets to
determine whether there is any indication that those assets have been impaired. If such an indication
exists, the recoverable amount of the assets, being the higher of the asset’s fair value less costs to sell
and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over
its recoverable amount is expensed to the statement of profit or loss and other comprehensive income.
Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates
the recoverable amount of the cash-generating unit to which the asset belongs.
(h)
Interests in Joint Ventures
The Groups interests in the joint venture entity is recorded using the equity method of accounting in the
consolidated financial statements. Details of the Groups interest is provided in Note 10.
(i)
Foreign Currency Transactions and Balances
Functional and presentation currency:
The functional currency of each of the group’s entities is measured using the currency of the primary
economic environment in which that entity operates. The consolidated financial statements are
presented in Australian dollars which is the parent entity’s functional and presentation currency.
Transaction and balances:
Foreign currency transactions are translated into functional currency using the exchange rates prevailing
at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange
rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the
date of the transaction.
Exchange differences arising on the translation of monetary items are recognised in the statement of
profit or loss and other comprehensive income.
Exchange differences arising on the translation of non-monetary items are recognised directly in equity to
the extent that the gain or loss is directly recognised in equity; otherwise the exchange difference is
recognised in the statement of profit or loss and other comprehensive income.
Group companies:
The financial results and position of foreign operations, whose functional currency is different from the
Group’s presentation currency, are translated as follows:
-
-
-
Assets and liabilities are translated at exchange rates prevailing at the end of the reporting period;
Income and expenses are translated at average exchange rates for the period, when the average
rate approximates the rate at the date of the transaction; and
Retained earnings are translated at the exchange rates prevailing at the date of the transaction.
Exchange differences arising on translation of foreign operations with functional currencies other than
Australian dollars are recognised in other comprehensive income and included in foreign currency
translation reserve in the statement of financial position. These differences are recognised in the
statement of profit or loss and other comprehensive income in the period in which the operation is
disposed of.
CAPRICORN METALS LTD ABN 84 121 700 105
32
Notes to the Consolidated Financial Statements (Cont’d)
For the year ended 30 June 2016
NOTE 1 – STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
(j)
Employee Benefits
Short-term employee benefits:
Provision is made for the Group’s obligation for short-term employee benefits. Short-term employee
benefits are benefits (other than termination benefits) that are expected to be settled wholly before 12
months after the end of the annual reporting period in which the employees render the related service,
including wages, salaries and annual leave entitlements. Short-term employee benefits are measured at
the (undiscounted) amounts expected to be paid when the obligation is settled.
The Group’s obligations for short-term employee benefits such as wages, salaries and annual leave are
recognised as a part of current trade and other payables in the statement of financial position. The
Group’s obligations for employees’ long service leave entitlements are recognised as provisions in the
statement of financial position.
Other long-term employee benefits:
Provision is made for employees’ long service leave entitlements not expected to be settled wholly
within 12 months after the end of the annual reporting period in which the employees render the related
service. Other long-term employee benefits are measured at the present value of the expected future
payments to be made to employees. Expected future payments incorporate anticipated future wage and
salary levels, durations of service and employee departures and are discounted at rates determined by
reference to market yields at the end of the reporting period on corporate bonds that have maturity
dates that approximate the terms of the obligations.
Any re-measurements for changes in assumptions of obligations for other long-term employee benefits
are recognised in profit or loss in the periods in which the changes occur.
The Group’s obligations for long-term employee benefits are presented as non-current provisions in its
statement of financial position, except where the Group does not have an unconditional right to defer
settlement for at least 12 months after the end of the reporting period, in which case the obligations are
presented as current provisions.
Defined contribution superannuation benefits:
All employees of the Group, located in Australia receive defined contribution superannuation
entitlements, for which the Group pays the fixed superannuation guarantee contribution (currently
9.50% of the employee’s average ordinary salary) to the employee’s superannuation fund of choice. All
contributions in respect of employees’ defined contribution entitlements are recognised as an expense
when they become payable. The Group’s obligation with respect to employees’ defined contribution
entitlements is limited to its obligation for any unpaid superannuation guarantee contributions at the
end of the reporting period. All obligations for unpaid superannuation guarantee contributions are
measured at the (undiscounted) amounts expected to be paid when the obligation is settled and are
presented as current liabilities in the Group’s statement of financial position.
Equity-settled compensation:
Share-based payments to employees are measured at the fair value of the instruments issued and
amortised over the vesting periods. Share-based payments to non-employees are measured at the fair
value of goods or services received or the fair value of the equity instruments issued, if it is determined
the fair value of the goods or services cannot be reliably measured, and are recorded at the date the
goods or services are received. The corresponding amount is recorded to the option reserve. The fair
value of options is determined using the Black-Scholes pricing model. The number of shares and options
expected to vest is reviewed and adjusted at the end of each reporting period such that the amount
recognised for services received as consideration for the equity instruments granted is based on the
number of equity instruments that eventually vest.
(k)
Provisions
Provisions are recognised when the group has a legal or constructive obligation, as a result of past
events, for which it is probable that an outflow of economic benefits will result and that outflow can be
reliably measured.
(l)
Cash and Cash Equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with banks, other short-term
highly liquid investments with original maturities of three months or less.
CAPRICORN METALS LTD ABN 84 121 700 105
33
Notes to the Consolidated Financial Statements (Cont’d)
For the year ended 30 June 2016
NOTE 1 – STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
(m) Revenue and Other Income
Revenue from the sale of goods is recognised upon the delivery of goods to customers. Interest revenue
is recognised on a proportional basis taking into account the interest rates applicable to the financial
assets. Revenue from the rendering of a service is recognised upon the delivery of the service to the
customers. Revenue from Royalties are recognised upon delivery of goods to customers or to the
minimum monthly contractual amount.
Rental income is recognised on a straight line basis over the period of the lease term so as to reflect a
constant periodic return on the property.
Revenue is measured at fair value of the consideration received or receivable to the extent that it is
probable that the economic benefit will flow to the entity and the revenue can be measured reliably.
All revenue is stated net of the amount of goods and services tax (GST).
(n) Group as a lessor
Leases in which the Group does not transfer substantially all the risks and rewards of ownership of an
asset are classified as operating leases. Initial direct costs incurred in negotiating and arranging an
operating lease are added to the carrying amount of the leased asset and recognised over the lease term
on the same basis as rental income. Contingent rents are recognised as revenue in the period in which
they are earned.
(o)
Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of
GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is
recognised as part of the cost of acquisition of the asset or as part of an item of the expense.
Receivables and payables in the statement of financial position are shown inclusive of GST.
Cash flows are presented in the statement of cash flow on a gross basis, except for the GST component
of investing and financing activities, which are disclosed as operating cash flows.
(p)
Contributed Equity
Issued and paid up capital is recognised at the fair value of the consideration received by the company.
Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a
reduction of the share proceeds received.
(q)
Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes
in presentation for the current financial year.
(r)
Critical Accounting Estimates and Judgments
The directors evaluate estimates and judgments incorporated into the financial report based on historical
knowledge and best available current information. Estimates assume a reasonable expectation of future
events and are based on current trends and economic data, obtained both externally and within the
group.
Key Estimates:
Impairment
The group assesses impairment at each reporting date by evaluating conditions specific to the group that
may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the
asset is determined. Impairment of investments in subsidiaries arises where the carrying value of the
asset exceeds the net asset position of the subsidiaries and impairment is recognised to the value of the
deficit. Impairment of Intangible assets is recognised upon managements’ best estimate that the
carrying value exceeds the fair value of the asset considering future cash flows and profits arising from
the asset.
Key Judgements:
Exploration and Evaluation Expenditure
Tenement acquisition costs are initially capitalised and then amortised with other exploration and
evaluation expenditure written off as incurred. Costs are only carried forward to the extent that they are
CAPRICORN METALS LTD ABN 84 121 700 105
34
Notes to the Consolidated Financial Statements (Cont’d)
For the year ended 30 June 2016
NOTE 1 – STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
expected to be recouped through the successful development of the area, sale of the respective areas of
interest or where activities in the area have not yet reached a stage, which permits reasonable
assessment of the existence of economically recoverable reserves. A regular review is undertaken of
each area of interest to determine the appropriateness of continuing to carry forward costs in relation to
that area of interest. The Directors believe that the capitalised exploration expenditure should not be
written off at reporting date as the tenements areas have been reviewed for impairment indicators and
Directors believe no indicators of impairment exist.
Non-Current Receivables
Non-Current Receivables includes the tax (VAT) recoverable from the Madagascan tax authority. The
Directors believe the full amount to be non-recoverable at 30 June 2015 and therefore a provision for
impairment has been made.
Accrued Expenses
Accrued expenses are amounts in respect of the Share Sale Agreement with WTR Holdings Pty Ltd
(formerly Madagascar Resources NL). The liability is only repayable from 70% of the labradorite royalty
cash receipts by MADA-Aust SARL and is split between current and non-current portions. The directors
believe the royalty generating operations will continue at a rate which will pay the liability in accordance
with the agreement. The current portion of the liability is based on the estimate of the next financial
year’s cash receipts with the remaining balance not expected to be settled in the next financial year
treated as non-current.
(s) Other receivables
Other receivables include amounts due from customers for services performed in the ordinary course of
business. Receivables expected to be collected within 12 months of the end of the reporting period are
classified as current assets. All other receivables are classified as non-current assets. Other receivables
are initially recognised at fair value and subsequently measured at amortised cost using the effective
interest method, less any provision for impairment. Refer to Note 1(f) for further discussion on the
determination of impairment losses.
(t)
Other payables
Other payables are carried at amortised cost and represent liabilities for goods and services provided to
the Group prior to the end of the financial year that are unpaid and arise when the Group becomes
obliged to make future payments in respect of the purchase of these goods and services. Trade and other
payables are presented as current liabilities unless payment is not due within 12 months.
(u)
Adoption of New and Revised Accounting Standards
The Group has adopted all of the new and revised pronouncements which became mandatory for annual
reporting periods beginning on or after 1 July 2015.
Standards and interpretations issued, but not yet adopted:
Certain new accounting standards and interpretations have been published that are not yet mandatory
for 30 June 2016 reporting periods and have not been early adopted by the Group. The Group’s
assessment of the impact of these new standards and interpretations, most relevant to the consolidated
entity, are set out below.
AASB/NZ IFRS 9 Financial Instruments (December 2014) and AASB 2014-7 Amendments to
Australian Accounting Standards arising from AASB 9 (December 2014) (applicable for annual
reporting periods commencing on or after 1 January 2018)
AASB 9 includes requirements for the classification and measurement of financial assets, the
accounting requirements for financial liabilities, impairment testing requirements and hedge
accounting requirements.
The changes made to accounting requirements by these standards include:
simplifying the classifications of financial assets into those carried at amortised cost and those
carried at fair value and an allowance for debt instruments to be carried at fair value through
other comprehensive income in certain circumstances
simplifying the requirements for embedded derivatives
allowing an irrevocable election on initial recognition to present gains and losses on investments
in equity instruments that are not held for trading in other comprehensive income. Dividends in
CAPRICORN METALS LTD ABN 84 121 700 105
35
Notes to the Consolidated Financial Statements (Cont’d)
For the year ended 30 June 2016
NOTE 1 – STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
respect of these investments that are a return on investment can be recognised in profit or loss
and there is no impairment or recycling on disposal of the instrument
financial assets will need to be reclassified where there is a change in an entity’s business model
as they are initially classified based on (a) the objective of the entity’s business model for
managing the financial assets; and (b) the characteristics of the contractual cash flows
amending the rules for financial liabilities that the entity elects to measure at fair value, requiring
changes in fair value attributed to the entity’s own credit risk to be presented in other
comprehensive income
introducing new general hedge accounting requirements intended to more closely align hedge
accounting with risk management activities as well as the addition of new disclosure requirements
requirements for impairment of financial assets
The Group has not yet assessed the impact of this standard.
AASB 15 Revenue from Contracts with Customers, (applicable for annual reporting periods commencing
on or after 1 January 2018)
This standard establishes a single, comprehensive framework for revenue recognition, and replaces the
previous revenue Standards AASB 118 Revenue and AASB 111 Construction Contracts, and the related
Interpretations on revenue recognition Interpretation 13 Customer Loyalty Programmes, Interpretation 15
Agreements for the Construction of Real Estate, Interpretation 18 Transfers of Assets from Customers
and Interpretation 131 Revenue—Barter Transactions Involving Advertising Services.
This standard introduces a five step process for revenue recognition with the core principle of the new
Standard being for entities to recognise revenue to depict the transfer of goods or services to customers
in amounts that reflect the consideration (that is, payment) to which the entity expects to be entitled in
exchange for those goods or services.
This standard will also result in enhanced disclosures about revenue, provide guidance for transactions
that were not previously addressed comprehensively and improve guidance for multiple-element
arrangements.
The company has not yet assessed the impact of this standard.
AASB 16 Leases (applicable for annual reporting periods commencing on or after 1 January 2019)
This standard introduces a single lessee accounting model that requires all leases to be accounted for
on balance sheet. A lessee will be required to recognise an asset representing the right to use the
underlying asset during the lease term and a liability to make lease payments. Two exemptions are
available for leases with a term less than 12 months or if the underlying asset is of low value.
The lessor accounting requirements are substantially the same as in AASB 117. Lessors will therefore
continue to classify leases as either operating or finance leases.
This standard will replace AASB 117 Leases, Interpretation 4 Determining Whether an Arrangement
contains a Lease, Interpretation 115 Operating Leases – Incentives and interpretation 127 Evaluating the
substance of Transactions Involving the Legal Form of a Lease.
The company has not yet assessed the impact of this standard.
AASB 2014-4 Amendments to Australian Accounting Standards – Clarification of Acceptable Methods
of Depreciation and Amortisation (applicable for annual reporting periods commencing on or after 1
January 2016)
This standard amends AASB 116 and AASB 138 to establish the principle for the basis of depreciation
and amortisation as being the expected pattern of consumption of the future economic benefits of an
asset and to clarify that the use of revenue-based methods to calculate the depreciation of an asset is
not appropriate. The standard also clarifies that revenue is generally presumed to be an
inappropriate basis for measuring the consumption of the economic benefits embodied in an
intangible asset. This presumption, however, can be rebutted in certain limited circumstances.
This standard is not expected to impact the Group.
AASB 2015-2 Amendments to Australian Accounting Standards – Disclosure Initiative: Amendments
to AASB 101 (applicable for annual reporting periods commencing on or after 1 January 2016)
CAPRICORN METALS LTD ABN 84 121 700 105
36
Notes to the Consolidated Financial Statements (Cont’d)
For the year ended 30 June 2016
NOTE 1 – STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
The amendments aim at clarifying IAS 1 to address perceived impediments to preparers exercising
their judgement in presenting their financial reports
This standard is not expected to impact the Group.
AASB 2015-9 Amendments to Australian Accounting Standards – Scope and Application paragraphs
(applicable for annual reporting periods commencing on or after 1 January 2016)
This standard inserts scope paragraphs into AASB 8 Operating Segments and AASB 133 Earnings per
Share since they were inadvertently removed from AASB 1057. There is no change to the
requirements or the applicability of AASB 8 and AASB 133.
This standard is not expected to impact the Group.
AASB 2016-1 Amendments to Australian Accounting Standards – Recognition of Deferred Tax Assets
for Unrealised Losses (applicable for annual reporting periods commencing on or after 1 January
2017)
This standard amends AASB 112 Income Taxes to clarify how deferred tax assets are accounted for
when they relate to debt instruments measured at fair value.
This standard is not expected to impact the Group.
AASB 2016-2 Amendments to Australian Accounting Standards – Disclosure Initiative: Amendments
to AASB 107 (applicable for annual reporting periods commencing on or after 1 January 2017)
This standard amends AASB 107 Cash Flow Statements to require disclosure of information that
allows users to understand the changes in liabilities from financing activities.
This standard is not expected to impact the Group.
The Group does not anticipate early adoption of any of the above Australian Accounting Standards or
Interpretations.
Other standards not yet applicable
There are no other standards that are not yet effective and that would be expected to have a material
impact on the entity in the current or future reporting periods and on foreseeable future transactions.
CAPRICORN METALS LTD ABN 84 121 700 105
37
Notes to the Consolidated Financial Statements (Cont’d)
For the year ended 30 June 2016
NOTE 2 – REVENUE
(a) Revenue:
- royalties
- rental
- other
- tenement sales (1)
Total Revenue
(b) Other Income:
- net Interest received
- EGZ consideration (2)
- non-refundable deposit (3)
- sale of fixed assets
- sale of potential future royalty
Total Other Income
Total Revenue
Notes:
2016
$
2015
$
119,052
117,367
11,680
-
248,099
46,176
-
53,126
47,276
305,960
452,538
120,988
140,045
17,559
219,968
498,560
14,113
821,969
-
-
-
836,082
700,637
1,334,642
(1) On 27 November 2014, Mada-Aust SARL, a wholly owned subsidiary, agreed to sell Labradorite
permit number 19933.
(2) See note 10 regarding details on the consideration received from Energizer Resources Inc. (EGZ).
(3) Jupiter Mines Et Minerals SARL entered into a leasing arrangement for Labradorite permit 5394 with
Mada-Aust SARL which saw the payment of a non-refundable deposit.
NOTE 3 – EXPENSES
(a) Employee benefits expense:
Australia
Non-executive directors fees
Executive directors salary
Superannuation
Annual leave entitlements
Executive salary capitalised as exploration and evaluation expenditure
Mauritius
Directors remuneration
Madagascar
Country manager
Payroll
2016
$
2015
$
97,729
137,500
15,757
10,634
(39,603)
222,017
7,000
7,000
169,783
287,181
456,964
131,400
-
-
-
-
-
-
157,624
274,493
432,117
Total employee benefits expense
685,981
563,517
CAPRICORN METALS LTD ABN 84 121 700 105
38
Notes to the Consolidated Financial Statements (Cont’d)
For the year ended 30 June 2016
NOTE 4 – OTHER FINANCIAL ASSETS
Listed Shares in Energizer Resources Inc
Unlisted Warrants in Energizer Resources Inc
Listed shares in Energizer Resources Inc:
2016
$
83,369
92,260
175,629
2015
$
402,937
241,885
644,822
At 1 July
Fair value decrease
Shares received as consideration
Shares sold
At 30 June
2016
2015
Number
3,500,000
-
-
(2,263,000)
1,237,000
$
402,937
(67,243)
-
(252,325)
83,369
Number
3,500,000
-
1,000,000
(1,000,000)
3,500,000
$
452,702
(34,641)
113,876
(129,000)
402,937
Financial assets, revalued at fair value through the profit and loss using the closing quoting bid prices at
the end of the reporting period represent 1,237,000 (30 June 2015: 3,500,000) fully paid ordinary shares
in Canadian company Energizer Resources Inc.
Disposal of listed shares:
Shares disposed
Proceeds received
(Loss)/gain on disposal
Fair value of listed shares and assumptions:
Fair value per listed share
Closing quoting bid price per share
Foreign exchange rate – Australian Dollar per 1 Canadian Dollar
* The values set out in the table above are subject to rounding.
Unlisted Warrants in Energizer Resources Inc:
Balance at 1 July
Fair value decrease
Balance at 30 June
2016
$
(252,325)
200,771
(51,554)
2015
$
(129,000)
225,899
96,899
2016
$0.067
CAD $0.065
1.03686
2015
$0.115
CAD $0.110
1.04659
2016
$
241,885
(149,625)
92,260
2015
$
385,000
(143,115)
241,885
The Company holds 3,500,000 Warrants in Energizer Resources Inc, convertible at USD $0.14 per
warrant and expire 15 April 2019. The fair value of the warrants is revalued through the profit and loss
using the Black and Scholes valuation method.
Fair value of unlisted warrants and assumptions:
Fair value per unlisted warrant
Closing quoting bid price per share
Foreign exchange rate – Australian Dollar per 1 Canadian Dollar
Exercise price per warrant
Foreign exchange rate – Australian Dollar per 1 US Dollar
Risk free interest rate
Expected volatility
Expected life (days)
* The values set out in the table above are subject to rounding.
2016
$0.026
CAD $0.067
1.03686
USD $0.14
1.34363
1.550%
100%
1,019
2015
$0.069
CAD $0.110
1.04659
USD $0.14
1.30066
2.105%
100%
1,364
CAPRICORN METALS LTD ABN 84 121 700 105
39
Notes to the Consolidated Financial Statements (Cont’d)
For the year ended 30 June 2016
NOTE 5 - INCOME TAX
(a) Income Tax Expense
The prima facie tax expense / (benefit) on Profit / (Loss) from ordinary
activities is reconciled as follows:
The Components of tax expense comprise:
- Current Tax
- Deferred Tax – temporary differences
- Prior year adjustment
2016
$
2015
$
2,690
1,397
-
4,087
4,079
1,380
-
5,459
The Prima facie tax on Loss before income tax at 30% (2015: 30%)
(1,109,034)
(179,122)
Add/(subtract) the tax effect of:
- Prior year adjustments
- Tax attributable to foreign subsidiary
- Other assessable income not included as accounting income
- Non-deductible expenses
- Accounting income not included as assessable income
- Other deductible expenses
- Deferred tax assets / (liabilities) not brought to account
Income tax expense / (benefit) attributable to entity
(b) Recognised Deferred Tax Balances
Deferred Tax Asset
Deferred Tax Liability
(c) Unrecognised Deferred Tax Balances
The following deferred tax assets have not been brought to account:
Unrecognised deferred tax assets comprise:
- Deferred tax assets attributable to tax losses
- Transaction costs on equity issue
-
4,087
292,523
190,181
(3,605)
(83,007)
712,942
4,087
-
5,459
21,244
154,828
(275,660)
(31,306)
130,894
5,459
-
-
-
-
-
-
1,735,082
152,819
1,887,901
641,810
-
641,810
The 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 Company can utilise these benefits.
NOTE 6 – CASH AND CASH EQUIVALENTS
Cash at bank
NOTE 7 – OTHER CURRENT ASSETS
Prepayments
Other
Total Other Current Assets
2016
$
11,755,911
2015
$
778,206
2016
$
41,312
3,114
44,426
2015
$
122,320
3,602
125,922
CAPRICORN METALS LTD ABN 84 121 700 105
40
Notes to the Consolidated Financial Statements (Cont’d)
For the year ended 30 June 2016
NOTE 8 – OTHER RECEIVABLES
Current:
Interest
Other receivables
Security deposit
Total Other Receivables
NOTE 9 – PROPERTY, PLANT AND EQUIPMENT
Plant & Equipment – At cost
Less accumulated depreciation
Total Plant & Equipment
Field Equipment – At cost
Less accumulated depreciation
Total Field Equipment
Motor Vehicles – At cost
Less accumulated depreciation
Total Motor Vehicles
Total Plant and Equipment
Land and Buildings – At cost
Fair value re-measurement (1)
Less accumulated depreciation
Total Land & Buildings
2016
$
2015
$
12,015
67,217
40,000
119,232
-
63,835
-
63,835
2016
$
376,376
(201,282)
175,094
337,629
(195,335)
142,294
181,175
(178,856)
2,319
2015
$
340,401
(175,820)
164,581
347,009
(200,632)
146,377
233,450
(226,663)
6,787
319,707
317,745
2,500,000
2,167,734
(167,734)
4,500,000
2,500,000
-
(152,226)
2,347,774
Total Property, Plant and Equipment
4,819,707
2,665,519
Note:
(1) See Note 10.
(a) Movements in carrying amounts
Movement in the carrying amounts for each class of property, plant and equipment between the
beginning and the end of the current financial year:
Land &
Buildings
$
2,364,580
Plant &
Equipment
$
Field
Equipment
$
181,680
160,077
Motor
Vehicles
$
9,588
-
-
(16,806)
-
2,347,774
-
-
(15,508)
2,167,734
-
4,500,000
9,596
-
(26,695)
-
164,581
40,043
(122)
(29,408)
-
-
175,094
1,704
-
(15,404)
-
146,377
11,358
(2)
(15,439)
-
-
142,294
-
-
(2,801)
-
6,787
-
(2,150)
(2,318)
-
-
2,319
Total
$
2,715,925
11,300
-
(61,706)
-
2,665,519
51,401
(2,274)
(62,673)
2,167,734
-
4,819,707
Carrying amount at 30 June 2014
Additions and reclassifications
Disposals
Depreciation expense
Currency translation differences
Carrying amount at 30 June 2015
Additions and reclassifications
Disposals
Depreciation expense
Fair value re-measurement (1)
Currency translation differences
Carrying amount at 30 June 2016
Note:
(1) See Note 10.
CAPRICORN METALS LTD ABN 84 121 700 105
41
Notes to the Consolidated Financial Statements (Cont’d)
For the year ended 30 June 2016
NOTE 10 – FAIR VALUE MEASUREMENT
The directors consider that the carrying value of all financial assets and financial liabilities are recognized
in the consolidated financial statements approximate to their fair values.
Set out below are details of fair value measurement assessed by the Group.
Fair Value Re-Measurement: Land & Buildings
At 30 June 2016, the Group’s freehold land & buildings have been stated at their fair value of
$4,500,000. Previously, at 30 June 2015 the valuation technique used was cost.
Set out below is the movement of the land & buildings carrying value.
Carrying value at the beginning of the year
Depreciation for the year
Revaluation
Carrying value at the end of the year
2016
$
2,347,774
(15,508)
2,167,734
4,500,000
The Board of Directors have determined a fair value of $4,500,000 for the Group’s freehold land and
buildings based on the market valuation performed by Messrs Cabinet D’Expertise Razafindratandra in
October 2015 of 11,323,422,000 Ariary (AUD $4,899,899). Messrs Cabinet D’Expertise Razafindratandra
have appropriate qualifications and recent experience in the fair value measurement of properties in the
relevant locations.
The fair value of the freehold land was determined based on the market comparable approach that
reflects recent transaction prices for similar properties.
The value of the land and buildings if carried at cost would be $2,332,266.
Details of the Group’s freehold land & buildings and information about the fair value hierarchy as at 30
June 2016 is set out below.
The fair value hierarchy consists of the following levels:
-
-
-
quoted prices in active markets for identical assets or liabilities (Level 1);
inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly (as prices) or indirectly (derived from prices) (Level 2); and
inputs for the asset or liability that are not based on observable market data (unobservable
inputs) (Level 3).
30 June 2016
Land & Buildings
30 June 2015
Land & Buildings
Level 1
Level 2
4,500,000
2,347,774
-
-
Level 3
Fair Value
-
-
4,500,000
2,347,774
NOTE 11 – INTERESTS IN JOINT VENTURES
The Company had been in various joint venture arrangements with Canadian TSX listed company,
Energizer Resources Inc (“EGZ”). At the commencement of the 2016 financial year the only elements of
that relationship which remained in effect were:
- A payment by EGZ of CAD $1,000,000 upon the commencement of commercial production at the
Molo graphite project.
- A royalty calculated as 1.5% of Net Smelter Return on all production from Molo.
On 29 April 2016, Capricorn sold the royalty to a third party, for upfront cash consideration of CAD
$300,000, with an additional CAD $1,000,000 payable by the third party in the event that EGZ
commences commercial production at Molo.
The potential production payments (CAD $2,000,000) have not been included as contingent assets, as
the fair value at the date of this report is nil.
The former joint venture tenements remain in the name of Capricorn subsidiaries, pending registration of
the transfers which have been lodged with the Madagascan government.
CAPRICORN METALS LTD ABN 84 121 700 105
42
Notes to the Consolidated Financial Statements (Cont’d)
For the year ended 30 June 2016
NOTE 12 – DEFERRED EXPLORATION & EVALUATION COSTS
Madagascar:
At 1 July
Impairment
At 30 June
Australia:
At 1 July
Acquisition of Karlawinda Gold Project (1)
Capitalised exploration expenditure
At 30 June
2016
$
2015
$
3,289,216
(2,322,216)
967,000
3,289,216
-
3,289,216
-
5,700,000
1,898,465
7,598,465
-
-
-
-
Total Deferred Exploration & Evaluation Costs
8,565,465
3,289,216
Note:
(1) The Karlawinda Gold Project was acquired through the acquisition of Greenmount Resources Pty Ltd
on 3 February 2016. See Note 27.
During year ended 30 June 2016, a review of the Group’s Madagascan tenement holdings was
undertaken. The decision was made to relinquish non-core tenements, reducing the land holding from
1,351.3km2 to 237.7km2. Additionally, an assessment of current contracts, related to the remaining
tenement package, which may give rise to future income was undertaken. An impairment expense of
$2,322,216 was recorded to reflect the significantly reduced tenement holding and the current value as
assessed by the Directors.
NOTE 13 – CURRENT TRADE & OTHER PAYABLES
Unsecured liabilities:
Trade Payables
Accrued Payables – Operating
Accrued Payables – Directors Fees
Accrued Payables – WTR Holdings (1)
Total Current Trade & Other Payables
2016
$
2015
$
231,629
1,575,388
-
60,000
1,867,017
79,110
58,291
98,625
60,000
296,026
Notes:
(1)
Includes the final instalment of $1,500,000, due to Independence Group NL for the completion of the
acquisition of the Karlawinda Gold Project tenements by wholly owned subsidiary, Greenmount
Resources Pty Ltd.
(2) Accrued payables include amounts in respect of the Share Purchase Agreement with WTR Holdings
Pty Ltd (formerly Madagascar Resources NL) estimated to be payable within the next 12 months. The
liability is only repayable from 70% of the labradorite royalty cash receipts actually received by
MADA-Aust SARL from the one remaining specified lessee.
NOTE 14 – SHORT TERM PROVISIONS
Provision for annual leave:
Opening 1 July
Additional provisions
Amounts used
Foreign exchange adjustments
Closing 30 June
Number of employees at year end
2016
$
2015
$
16,893
37,197
(28,704)
545
25,931
16,771
26,656
(24,906)
(1,628)
16,893
25
40
CAPRICORN METALS LTD ABN 84 121 700 105
43
Notes to the Consolidated Financial Statements (Cont’d)
For the year ended 30 June 2016
NOTE 15 – NON-CURRENT TRADE & OTHER PAYABLES
Unsecured liabilities:
Accrued Payables (1)
Total Non-Current Trade & Other Payables
2016
$
2015
$
374,578
374,578
422,574
422,574
Note:
(1) Accrued payables are amounts in respect of the Share Purchase Agreement with WTR Holdings Pty
Ltd (formerly Madagascar Resources NL). This portion of the liability is only repayable from 70% of
the labradorite royalty cash receipts actually received by Mada-Aust SARL and is not expected to be
settled in the next financial year.
The agreement provides that repayment is due only from amounts received in cash from royalty
payers. Two of the three companies ceased operations during 2011 and have returned the
tenements to the Company. The term of the remaining royalty agreement ends 2 November 2020.
NOTE 16 – ISSUED CAPITAL
485,909,373 fully paid ordinary shares (2015: 165,346,241)
2016
$
2015
$
32,509,123
32,509,123
14,733,538
14,733,538
Ordinary shares:
At 1 July
Shares issued during the year:
- 2 December 2014 (1)
- 2 December 2015 (2)
- 3 February 2016 (3)
- 3 February 2016 (4)
- 5 May 2016 (5)
Costs of capital raised
At 30 June
2016
2015
No.
$
No.
$
165,346,421
14,733,538
160,847,767
14,613,363
-
6,290,055
171,636,476
45,454,546
97,181,875
-
485,909,373
-
131,475
4,146,955
1,500,000
12,633,644
(636,489)
32,509,123
4,498,654
-
-
-
-
-
165,346,421
120,175
-
-
-
-
-
14,733,538
There are no preference shares on issue.
Notes:
(1) 2 December 2014: 4,498,654 fully paid ordinary shares were
issued to directors, subsequent to shareholder approval received
on 25 November 2014. The shares were issued as payment for
accrued director fees totalling $120,175. The share were issued as
follows:
(2) 2 December 2015: 6,290,055 fully paid ordinary shares were
issued to directors, subsequent to shareholder approval received
on 26 November 2015. The shares were issued as payment for
accrued director fees totalling $131,475. The shares were issued
as follows:
Shares
Issued
874,000
1,394,679
1,236,792
993,183
4,498,654
Shares
Issued
1,097,499
1,493,181
1,646,250
2,053,125
6,290,055
Issue Price
(per share)
$0.0250
$0.0235
$0.0265
$0.0330
Issue Price
(per share)
$0.030
$0.022
$0.020
$0.016
(3) 3 February 2016: 171,636,476 shares were issued for the acquisition of Greenmount Resources Pty
Ltd. See Note 27.
(4) 3 February 2016: 45,454,546 shares were issued at a price of $0.033 per share on completion of a
placement.
(5) 5 May 2016: 97,181,875 shares were issued at a price of $0.13 per share on completion of a
placement.
CAPRICORN METALS LTD ABN 84 121 700 105
44
Notes to the Consolidated Financial Statements (Cont’d)
For the year ended 30 June 2016
NOTE 16 – ISSUED CAPITAL (Cont’d)
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion
to the number of shares held. At shareholders’ meetings each ordinary share is entitled to one vote when
a poll is called, otherwise each shareholder has one vote on a show of hands.
The Company does not have authorised capital or par value in respect of its shares.
Stock Exchange Listing:
Total issued capital is 485,909,373 (2015:165,346,421) shares, of which 314,272,897 (2015:
165,346,421) are listed on the Australian Securities Exchange (ASX) at the date of this report.
Options:
The following options were on issue during the year:
Weighted Av.
Exercise Price
2016
Number of
Options
2016
Weighted Av.
Exercise Price
2015
Number of
Options
2015
(a) Options exercisable at $0.30 on
or before 30 September 2015:
Balance at beginning of year
Lapsed
Balance at end of year
(b) Options exercisable at $0.40 on
or before 31 December 2015:
Balance at beginning of year
Lapsed
Balance at end of year
(c) Options exercisable at $0.50 on
or before 31 March 2016:
Balance at beginning of year
Lapsed
Balance at end of year
(d) Options exercisable at $0.15 on
or before 30 November 2016:
Balance at beginning of year
Lapsed
Balance at end of year
(e) Options exercisable at $0.10 on
or before 31 May 2020:
Balance at beginning of year
Issued during the year
Balance at end of year
Fair value:
$0.30
$0.30
-
$0.40
$0.40
-
$0.50
$0.50
-
$0.15
-
$0.15
375,000
(375,000)
-
375,000
(375,000)
-
375,000
(375,000)
-
7,500,000
-
7,500,000
$0.30
-
$0.30
$0.40
-
$0.40
$0.50
-
$0.50
375,000
-
375,000
375,000
-
375,000
375,000
-
375,000
$0.15
-
$0.15
7,500,000
-
7,500,000
-
$0.10
$0.10
-
10,800,000
10,800,000
-
-
-
-
-
-
The fair value of services rendered in return for share options granted is based on the fair value of share
options granted, measured using the Black-Sholes option pricing formula. There were 10,800,000 share
options were granted during the year ended 30 June 2016 (2015: Nil).
Fair Value of Options & Assumptions:
Grant date
Number granted
Fair Value at grant date (per option)
Share Price at grant date
Exercise price
Expected share price volatility
Expected life of option (days)
Expected dividends
Risk free interest rate
Employee
22/05/13
500,000
$0.011
$0.030
$0.150
100%
1,288
-
2.59%
Director
22/11/12
7,000,000
$0.026
$0.051
$0.150
100%
1,475
-
2.52%
Director
20/04/16
10,800,000
$0.105
$0.140
$0.100
100%
1,502
-
2.01%
CAPRICORN METALS LTD ABN 84 121 700 105
45
Notes to the Consolidated Financial Statements (Cont’d)
For the year ended 30 June 2016
NOTE 17 – RESERVES
Share based payment reserve:
Opening balance 1 July
Share based payments for the year
Closing balance 30 June
2016
$
2015
$
200,353
115,665
316,018
200,353
-
200,353
This reserve is used to record the value of equity benefits provided to employees and directors as part of
their remuneration. Refer to Note 19 and the Remuneration Report for further details.
Foreign currency translation reserve:
Opening balance 1 July
Translation movement for the year
Closing balance 30 June
2016
$
2015
$
(754,034)
20,395
(733,639)
(693,299)
(60,735)
(754,034)
This reserve records exchange differences arising on translation of foreign controlled subsidiaries.
Asset revaluation reserve:
Opening balance 1 July
Revaluation movement for the year
Closing balance 30 June
2016
$
2015
$
-
2,167,734
2,167,734
-
-
-
This reserve records fair value re-measurement recorded on the Groups land & building asset held in
Madagascar.
NOTE 18 – ACCUMULATED LOSSES
Opening balance 1 July
Profit / (Loss) for the year
Closing balance 30 June
NOTE 19 – EARNINGS PER SHARE
Earnings used in calculating basic and diluted earnings per share:
-
Loss attributable to members of the parent entity
Basic and diluted loss per share:
-
Cents per share
Weighted average number of ordinary shares outstanding at 30 June
2016
$
2015
$
(7,347,829)
(3,700,868)
(11,048,697)
(6,745,297)
(602,532)
(7,347,829)
2016
$
2015
$
(3,700,868)
(602,532)
Cents
Cents
(1.36)
(0.37)
Number
271,652,335
Number
162,436,034
As at 30 June 2016 there are 18,300,000 (2015: 8,625,000) unlisted options on issue. The effect of
these options is anti-dilutive on the earning per share calculation as the exercise price of the options is
above the average market value for the year.
CAPRICORN METALS LTD ABN 84 121 700 105
46
Notes to the Consolidated Financial Statements (Cont’d)
For the year ended 30 June 2016
NOTE 20 – SHARE BASED PAYMENTS
Options:
All options refer to options over ordinary shares of Capricorn Metals Ltd which are exercisable on a one
for one basis.
During the year ended 30 June 2016, 10,800,000 options were granted to key management personnel
after approval at a general meeting held 20 April 2016. No options were granted during the year ended
30 June 2015.
The fair value of the options is calculated at grant date using a Black–Scholes pricing model and allocated
to each reporting period in accordance with the vesting profile of the options.
The value recognised is the portion of the fair value of the options allocated to the reporting period. The
factors and assumptions used in determining the fair value on grant date of options issued during the
financial year as follows:
Granted during 2016:
Number of
Options
Grant
Date
Expiry
Date
Fair Value
per Option
Exercise
Price
Share Price
on Grant
Date
Risk Free
Interest Rate
(%)
Estimated
Volatility
(%)
Number Vested
as at
30 June 2016
10,800,000
20/04/16
31/05/20
$0.105
$0.100
$0.140
2.01
100
-
In the table above, the following vesting profile has been adopted:
3,600,000 vest on 20 April 2017, 3,600,000 vest on 20 April 2018 and 3,600,000 vest on 20 April 2019.
Granted during 2013 and outstanding at 30 June 2015 and 30 June 2016:
Number of
Options
Grant
Date
Expiry
Date
Fair Value
per Option
Exercise
Price
Share Price
on Grant
Date
Risk Free
Interest Rate
(%)
Estimated
Volatility
(%)
Number Vested
as at
30 June 2016
7,000,000
22/11/12
30/11/16
500,000
22/05/13
30/11/16
$0.026
$0.011
$0.150
$0.150
$0.051
$0.030
2.52
2.59
100
100
7,000,000
500,000
The expected volatility is based on the historic volatility (calculated based on the weighted average
remaining life of the share options), adjusted for any expected changes to future volatility due to publicly
available information.
No dividends have been assumed to be paid during the life of the options. No options were exercised
during the year (2015: Nil).
Expenses arising from share-based payment transactions:
Total expenses arising from share-based payment transactions recognised during the period were as
follows:
Options
2016
$
2015
$
115,665
-
CAPRICORN METALS LTD ABN 84 121 700 105
47
Notes to the Consolidated Financial Statements (Cont’d)
For the year ended 30 June 2016
NOTE 21 – NOTE TO THE STATEMENT OF CASH FLOWS
Reconciliation of cash flow from operations, with loss after income tax:
Profit /(Loss) after income tax
Non-cash flows in result:
Depreciation
Impairment
Fair value Gain/ (Loss) on Financial Assets
Share / Warrant consideration for sale of Joint Venture interest
Foreign Currency Translation
Share Based Payment
Cash flows in result not classified as cash flows from operations:
Profit on sale of fixed assets
Profit on sale of financial assets
Profit on sale of potential future royalty
Cash consideration for sale of Joint Venture interest
Profit on sale of permits
Changes in assets and liabilities:
Increase/(Decrease) in income taxes payable
(Increase)/Decrease in other current assets
Increase /(Decrease) in payables and accruals
Cashflow used by Operations
Non-cash investing and financing activities:
2016
$
2015
$
(3,700,868)
(602,532)
62,673
2,322,216
216,868
-
19,497
115,665
(47,276)
51,555
(305,960)
-
-
61,706
-
177,757
(113,877)
(58,726)
-
-
(96,899)
(717,659)
(219,968)
1,397
(204,929)
(51,691)
(1,520,853)
1,380
372,670
(256,493)
(1,452,641)
During the year ended 30 June 2016, 171,636,476 ordinary shares were issued for the acquisition of
Greenmount Resources Pty Ltd (See Note 28).
NOTE 22 – CONTINGENT ASSETS AND LIABILITIES
There were no contingent assets or liabilities at 30 June 2016 (2015: Nil).
NOTE 23 – COMMITMENTS
Exploration Commitments
Madagascar
The Group has no statutory obligations to perform minimum exploration work on its tenements; however
the Company needs to maintain an active work program to retain its interests. For the 2016 calendar
year tenement rents of approximately $210,000 per annum were payable to maintain ownership over the
tenement areas. 67.6% of the tenement rents were recouped from other parties.
Australia
The Group is obligated to meet the minimum expenditure commitments on its tenements held in Western
Australia or may face forced relinquishment of all or part of the tenement.
As at 30 June 2016 there are five granted tenements with an annual expenditure commitment totalling
$275,000.
CAPRICORN METALS LTD ABN 84 121 700 105
48
Notes to the Consolidated Financial Statements (Cont’d)
For the year ended 30 June 2016
NOTE 24 – EVENTS SUBSEQUENT TO REPORTING DATE
There were no material events arising subsequent to 30 June 2016 to the date of this report which may
significantly affect the operations of the consolidated entity, the results of those operations and the state
of affairs of the consolidated entity in the future, other than:
Non-executive director, Mr G LeClezio exercised 1,000,000 options by the payment of $150,000
to the company.
A general meeting of shareholders has been called to ratify the placement of 58,309,125 shares
on 7 October 2016, refreshing the Company’s capacity to make a further placement of up to
67,055,493 shares.
NOTE 25 – FINANCIAL INSTRUMENTS
(a) Capital risk management:
Management controls the capital of the Group in order to ensure that the Group can fund its operations
and continue as a going concern.
There are no externally imposed capital requirements.
Management effectively manages the Group’s capital by assessing the Group’s financial risks and
adjusting its capital structure in response to changes in these risks and in the market. These responses
include the management of debt levels, distributions to shareholders and share issues.
There have been no changes in the strategy adopted by management to control the capital of the Group
since the prior year.
(b) Market risk:
The Group’s financial instruments consist mainly of deposits with banks, accounts receivable and
payable. The Group does not speculate in the trading of derivative instruments.
There has been no change to the Group’s exposure to market risks or the manner in which it manages
and measures the risk from the previous year.
(c) Foreign currency risk:
The Group is exposed to fluctuations in foreign currencies arising from the sale and purchase of goods
and services in currencies other than the Group’s functional and presentation currency.
As a result of subsidiary companies being registered in Madagascar, the Group's statement of financial
position can be affected by movements in the AUD$/Ariary exchange rates. The Group do not seek to
hedge this exposure. There is no formal foreign currency management policy, however the Group
monitors its foreign currency expenditure and foreign subsidiary requirements.
The following table shows the foreign currency risk on the financial assets and liabilities of the Groups
operations denominated in currencies other than the functional currency of the operations.
2016
Cash
Receivables
Payables
Statement of Financial Position exposure
2015
Cash
Receivables
Payables
Statement of Financial Position exposure
Net Financial Assets/(liabilities) in AUD
USD
EURO
AUD
MGA
34,227 11,721,401
52,015
67,217
(12,661) (1,854,356)
9,919,060
88,783
88
-
-
88
Total AUD
195 11,755,911
119,232
-
- (1,867,017)
195 10,008,126
Net Financial Assets/(liabilities) in AUD
USD
EURO
MGA
22,643
63,835
(108,824)
(22,346)
AUD
755,311
-
(187,204)
568,107
88
-
-
88
164
-
-
164
Total AUD
778,206
63,835
(296,028)
546,013
CAPRICORN METALS LTD ABN 84 121 700 105
49
Notes to the Consolidated Financial Statements (Cont’d)
For the year ended 30 June 2016
NOTE 25 – FINANCIAL INSTRUMENTS (Cont’d)
Foreign currency risk sensitivity:
Analysis at 30 June 2016, the effect on profit and equity as a result of changes in the value of the
Australian Dollar to the Madagascan Ariary, with all other variables remaining constant is as follows:
Change in profit:
- Improvement in AUD to MGA by 5%
- Decline in AUD to MGA by 5%
Change in equity:
- Improvement in AUD to MGA by 5%
- Decline in AUD to MGA by 5%
(d) Interest rate risk:
2016
$
2015
$
(119)
119
119
(119)
(113)
113
113
(113)
At the reporting date the interest rate profile of the Group’s interest bearing financial instruments was:
Variable rate instruments:
- Financial assets
Cash flow sensitivity analysis for variable rate instruments:
2016
$
2015
$
11,755,911
778,206
A change of 100 basis points in interest rates at the reporting date would have increased (decreased)
equity and profit or loss by the amounts shown below. This analysis assumes that all other variables
remain constant. The analysis is performed on the same basis for 2015.
Variable rate instruments
(e) Liquidity risk:
2016
2015
100 bp
increase
117,559
100 bp
decrease
(117,559)
100 bp
increase
7,782
100 bp
decrease
(7,782)
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or
otherwise meeting its obligations related to financial liabilities.
The Group manages liquidity risk by monitoring forecast cash flows and ensuring that adequate facilities
are maintained.
The following are the contractual maturities of the Group’s financial liabilities:
Trade and other payables:
- at 30 June 2016
- at 30 June 2015
(f) Credit risk:
Carrying
Amount
$
Contractual
Cash Flows
$
6 Months or
Less
$
1,867,017
296,026
(1,867,017)
(296,026)
(1,867,017)
(296,028)
Credit risk is managed to ensure that customers are of sound credit worthiness and monitoring is used to
recover aged debts and assess receivables for impairment. Credit terms are generally 30 days from the
invoice date. The Group has no significant concentration of credit risk with any single party with the
exception of the TVA receivable from the Madagascan government relating to taxes paid on the Business
Sale Agreement and Long Term Lease Agreement. These taxes are recoverable long term in accordance
with existing Madagascan taxation law. The Group has assessed the non-current TVA receivable as non-
recoverable, and has recorded a provision for impairment of the full amount.
Risk is also minimized by investing surplus funds in financial institutions with a high credit rating.
CAPRICORN METALS LTD ABN 84 121 700 105
50
Notes to the Consolidated Financial Statements (Cont’d)
For the year ended 30 June 2016
NOTE 25 – FINANCIAL INSTRUMENTS (Cont’d)
(g) Financial instruments measured at fair value:
The financial instruments recognised at fair value in the statement of financial position have been
analysed and classified using a fair value hierarchy reflecting the significance of the inputs used in
making the measurements.
The fair value hierarchy consists of the following levels:
- quoted prices in active markets for identical assets or liabilities (Level 1);
- inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (as prices) or indirectly (derived from prices) (Level 2); and
- inputs for the asset or liability that are not based on observable market data (unobservable inputs)
(Level 3).
30 June 2016
Financial assets:
Available-for-sale financial assets:
- listed investments
- unlisted warrants
30 June 2015
Financial assets:
Available-for-sale financial assets:
- listed investments
- unlisted warrants
Level 1
Level 2
Level 3
Total
83,369
-
83,369
-
92,260
92,260
402,937
-
402,937
-
241,885
241,885
-
-
-
-
-
-
83,369
92,260
175,629
402,937
241,885
644,822
Included within Level 1 of the hierarchy are the Energizer Resources Inc shares listed on the Toronto
Stock Exchange. The fair values of these financial assets have been based on the closing quoted bid
prices at the end of the reporting period, excluding transaction costs.
In determining the fair value of unlisted investments included in Level 2 of the hierarchy, which include
unlisted warrants held in Energizer Resources Inc, the Black Scholes option pricing model has been used
to calculate a fair value based on the income approach valuation and inputs as set out in Note 3.
No transfers between the levels of the fair value hierarchy occurred during the current or previous
reporting period.
The directors consider that the carrying value of all financial assets and financial liabilities are recognised
in the consolidated financial statements approximate to their fair value.
(h) Financial liability and financial asset maturity analysis:
Within 1 year
1 to 5 years
Total
2016
$
2015
$
2016
$
2015
$
2016
$
2015
$
Financial liabilities – Due for
payment:
Payables
Payable to related parties
Payable for Share Purchase Agreement
Total expected outflows
Financial Assets –
Cash flows realisable:
778,206
Cash
644,822
Assets
Receivables
63,835
Total Inflow on Financial Instruments 12,050,772 1,486,863
1,835,254
-
60,000
1,895,254
11,755,911
175,629
119,232
- 1,835,254
154,294
-
98,625
-
434,578
60,000 374,578 422,574
312,919 374,578 422,574 2,269,832
-
-
154,294
98,625
482,574
735,493
-
-
-
-
778,206
- 11,755,911
644,822
175,629
-
-
63,835
119,232
- 12,050,772 1,486,863
CAPRICORN METALS LTD ABN 84 121 700 105
51
Notes to the Consolidated Financial Statements (Cont’d)
For the year ended 30 June 2016
NOTE 26 – STATEMENT OF OPERATIONS BY SEGMENT
Identification of reportable segments:
The Group has identified its operating segments based on the internal reports that are reviewed and used
by the Board of Directors (as the chief operating decision makers) in assessing performance and
determining the allocation of resources.
The group is managed primarily on the basis of geographical location as the Group’s operations
inherently have different risk profiles and performance assessment criteria. Operating segments are
therefore determined on the same basis. Reportable segments are therefore disclosed as geographical
segments being Australia, Madagascar and Mauritius.
Basis for accounting for purpose of reporting by operating segments:
Accounting policies adopted:
Unless otherwise stated, all amounts reported to the Board of Directors, being the chief operating
decision makers with respect to operating segments, are determined in accordance with accounting
policies that are consistent to those adopted in the annual financial statements of the Group outlined in
Note 1.
Intersegmental transactions:
Intersegment loans are recognised at the consideration received net of transaction costs. Intersegment
loans are not adjusted to fair value based on market interest rates.
2016
Revenue
Revenue
Other income
Total segment revenue
Australia Madagascar Mauritius Elimination
Consolidated
Entity
-
351,819
351,819
249,099
100,719
348,818
-
-
-
-
-
-
248,099
452,538
700,637
Result
Segment Result
Profit/(Loss) before Income tax
(2,936,913)
(2,936,913)
(785,522)
(781,435)
(29,192)
(29,192)
50,759
50,759
(3,700,868)
(3,696,781)
Assets
Segment Assets
Segment Liabilities
26,137,230
(2,239,568)
2,673,365
(70,105)
Other
Acquisition of non-current assets
Depreciation
45,858
2,609
5,543
60,064
-
-
-
-
(3,330,225)
39,842
25,480,370
(2,269,831)
-
-
51,401
62,673
2015
Revenue
Revenue
Other income
Total segment revenue
Australia Madagascar Mauritius Elimination
Consolidated
Entity
500,622
500,622
930,919
930,919
-
-
498,560
836,082
1,334,642
-
-
Result
Segment Result
Profit/(Loss) before Income tax
118,306
118,306
(504,414)
(498,957)
(4,781)
(4,781)
(211,643)
(211,643)
(602,532)
(597,075)
Assets
Segment Assets
Segment Liabilities
8,483,482
(609,778)
2,732,371
(125,715)
Other
Acquisition of non-current assets
Depreciation
-
-
11,300
61,706
-
-
-
-
CAPRICORN METALS LTD ABN 84 121 700 105
(3,648,332)
-
7,567,521
(735,493)
-
-
11,300
61,706
52
Notes to the Consolidated Financial Statements (Cont’d)
For the year ended 30 June 2016
NOTE 27 – RELATED PARTY DISCLOSURES
(a) Key Management Personnel:
Mr G LeClezio – Non-Executive Chairman
Mr P Thompson – Managing Director – Appointed 3 February 2016
Mr P Langworthy – Non-Executive Director
Mr H Hellewell – Non-Executive Director – Appointed 3 February 2016
Dr P Woods – Non-Executive Director – Resigned 3 February 2016
Mr G Boden – Non-Executive Director – Resigned 3 February 2016
Mr J Marquetoux – CFO & Gerant (Madagascar)
Mr G Boden – Joint Company Secretary
Ms N Forde – Joint Company Secretary
Key Management Personnel Remuneration:
Key management personnel remuneration has been included in the Remuneration Report section of the
Directors Report.
The total remuneration paid to Key Management Personnel of the Group during the year are as follows:
Short term benefits
Other service fees
Post – employment benefits
Share Based Payments
2016
$
402,061
133,134
15,757
115,665
666,617
2015
$
289,024
244,475
-
-
533,499
(b) Related Party Transactions with Key Management Personnel:
Apart from details disclosed in this note, no director has entered into a material contract with the Group
since the end of the previous financial year and there were no material contracts involving directors’
interests existing at year end.
Transactions between related parties are on usual commercial terms and conditions no more favourable
than those available to other parties unless otherwise stated.
The aggregate amounts recognised during the year relating to key management personnel and their
related parties are as follows:
Key Management Person Transaction
P Langworthy (1)
G Boden (2)
Exploration programme management
Corporate services
2016
$
644,037
130,134
774,171
2015
$
171,456
72,999
244,475
Notes:
(3) OMNI GeoX Pty Ltd, of which Mr P Langworthy is a Director and shareholder, provides services in
relation to the management and execution of the exploration programme, for which fees were billed
on hourly rates the same as for other clients, as were due and payable under normal terms. The
agreement may be terminated by one months’ notice.
(4) Boden Corporate Services Pty Ltd, of which Mr G Boden is a director, provides services in company
secretarial, accounting and administration roles for which service fees were billed based on normal
market rates, and were due and payable under normal terms. Boden Corporate commenced
providing these services from 1 October 2013. The agreement may be terminated by three months’
notice.
Amounts payable to key management personnel at the reporting date arising from these contact services
were as set out below:
Current payables:
Trade and other payables
2016
$
2015
$
95,914
95,914
12,975
12,975
CAPRICORN METALS LTD ABN 84 121 700 105
53
Notes to the Consolidated Financial Statements (Cont’d)
For the year ended 30 June 2016
NOTE 27 – RELATED PARTY DISCLOSURES (Cont’d)
(c) Controlled Entities:
The consolidated financial statements include the financial statements of Capricorn Metals Ltd and the
subsidiaries set out in the following table.
% Ownership
Subsidiaries
Mada-Aust SARL
Mazoto Minerals SARL (1)
Energex SARL
Mining Services SARL
St Denis Holdings SARL
Ampanihy Exploration Limited (2)
Madagascar Graphite Ltd (3)
MGY Mauritius Ltd (4)
Malagasy Graphite Holdings Ltd (5)
Greenmount Resources Pty Ltd (6)
Country
Madagascar
Madagascar
Madagascar
Madagascar
Madagascar
Mauritius
Mauritius
Mauritius
Australia
Australia
Principal activity
Exploration
Exploration
Dormant
Exploration Services
Commercial Property
JV Investment
Investment Holding
Investment Holding
Investment Holding
Exploration
2016
100%
100%
100%
100%
100%
-
100%
100%
100%
100%
2015
100%
100%
100%
100%
100%
75%
-
-
-
-
Notes:
(1) A 10% interest is held in trust for Capricorn Metals Ltd.
(2) Ampanihy Exploration Limited, a company incorporated for the Green Giant Joint Venture, was
deregistered on 21 July 2015.
Incorporated 23 November 2015.
Incorporated 12 November 2015.
Incorporated 30 October 2015.
(3)
(4)
(5)
(6) Acquired 3 February 2016 (See Note 28).
The subsidiaries noted above are all controlled entities and are dependent on the parent entity for
financial support.
During the year no loans were capitalised as investment (2015: 1,957,689).
Additional loans were made as follows: - Madagascan operations: $332,687 (2015: $346,530).
- Australian operations: $1,922,766 (2015: Nil)
At the year end, total net loans from the parent company to these subsidiaries amount to $513,770
(2015: $207,760). Loans to subsidiaries total $7,000,060 (2015: $4,753,250) with a provision for
impairment of $6,486,290 (2015: $4,545,490).
NOTE 28 – ASSET ACQUISITION
Acquisition of Subsidiary Company – Greenmount Resources Pty Ltd
On 3 February, Capricorn Metals Ltd (formerly Malagasy Minerals Limited) acquired all of the voting
shares of Greenmount Resources Pty Ltd (“Greenmount”) by Share Sale Agreement.
The acquisition of Greenmount was considered an asset acquisition for accounting purposes as the
acquired assets did not meet the definition of a business as defined in the Australian Accounting
Standards. The directors have determined that the fair value consideration of the acquisition was
$4,146,955.
The fair value consideration of the acquisition is based upon the following:
Independent Valuation of Karlawinda Gold Project
Outstanding acquisition liabilities
Other net assets acquired
Fair value
$
5,700,000
(1,635,540)
4,064,460
82,495
4,146,955
The consideration paid was 171,636,476 ordinary shares.
CAPRICORN METALS LTD ABN 84 121 700 105
54
Notes to the Consolidated Financial Statements (Cont’d)
For the year ended 30 June 2016
NOTE 29 – PARENT ENTITY DISCLOSURES
The following information has been extracted from the books and records of the parent and has been
prepared in accordance with Australian Accounting Standards.
Assets:
Current Assets
Non-Current Assets
Total Assets
Liabilities:
Current Liabilities
Non-Current Liabilities
Total Liabilities
Shareholders’ Equity:
Issued Capital
Reserves
Accumulated Losses
Total Shareholders’ Equity
2016
$
2015
$
11,942,159
11,579,970
23,522,129
1,400,133
7,083,349
8,483,482
297,126
374,578
671,704
187,204
422,574
609,778
32,509,123
316,018
(9,974,716)
22,850,425
14,733,538
200,353
(7,060,187)
7,873,704
Statement of Comprehensive Income:
Net (loss)/ profit attributable to members of the parent entity
(2,914,529)
118,306
Total comprehensive (loss)/ income for the year attributable to
members of the parent entity
(2,914,529)
118,306
There have been no guarantees entered into by the Parent Entity in relation to the debts of its
subsidiaries. The Parent entity has not entered into any contractual commitments for the acquisition of
property plant and equipment at the date of this report.
NOTE 30 – AUDITORS REMUNERATION
Amount payable to William Buck Audit (WA) Pty Ltd
- Auditing or reviewing the financial report
2015
$
2014
$
24,050
28,110
Amounts payable to other audit firms for the audit and review of the financial reports of subsidiary
companies was $3,671 (2015: $5,379)
CAPRICORN METALS LTD ABN 84 121 700 105
55
Directors’ Declaration
The Directors of the Company declare that:
1.
the financial statements and notes, as set out on pages 25 to 55 are in accordance with the
Corporations Act 2001 and:
(a)
comply with Australian Accounting Standards and the Corporations Regulations 2001; and
(b)
give a true and fair view of the financial position as at 30 June 2016 and of the performance
for the year ended on that date of the consolidated entity;
2.
the Chief Executive Officer and Chief Financial Officer have each declared that:
(a)
(b)
(c)
the financial records of the company for the financial year have been properly maintained in
accordance with section 286 of the Corporations Act 2001;
the financial statements and notes for the financial year comply with the Accounting
Standards; and
the financial report also complies with International Financial Reporting Standards as
disclosed in Note 1; and
(d)
the financial statements and notes for the financial year give a true and fair view;
3.
4.
the remuneration disclosures that are contained in the Remuneration Report in the Directors Report
comply with the Corporations Act 2001 and the Corporations Regulations 2001.
in the directors’ opinion there are reasonable grounds to believe that the company will be able to
pay its debts as and when they become due and payable.
This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on
behalf of the Directors by:
G LeClezio
Chairman
Perth, Western Australia
30 September 2016
CAPRICORN METALS LTD ABN 84 121 700 105
56
ASX Additional Information
1.
Listed Shares
The shareholder information set out below was applicable as at 20 September 2016.
a)
Distribution of Share Holdings
Size of Holding
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
Total Shareholders
No. of
Shareholders
No. of Shares
28
52
110
504
328
1,022
6,902
193,753
928,912
23,583,385
462,196,421
486,909,373
There are 47 Shareholders with less than a marketable parcel at a price of $0.015, totalling 55,177
shares.
b)
Voting Rights
The voting rights attached to the ordinary shares are governed by the Constitution.
On a show of hands every person present who is a Member or representative of a Member shall have one
vote and on a poll, every Member present in person or by proxy or by attorney or duly authorised
representative shall have one vote for each share held. None of the options have any voting rights.
c)
Twenty Largest Shareholders
Shareholder
Centrepeak Resources Group Pty Ltd
Regis Resources Ltd
Nedlands Nominees Pty Ltd
Ellenbrook Investments Pty Ltd
Harmanis Holdings Pty Ltd
Resource Discovery Pty Ltd
Bradley James Drabsch
JP Morgan Nominees Australia Ltd
Running Water Ltd
Zero Nominees Pty Ltd
Richard Arthur Lockwood
Jules LeClezio
Quantum Holdings Pty Ltd
Citicorp Nominees Pty Ltd
Peter Robert Thompson
National Nominees Ltd
OMNI Geox Pty Ltd
BNP Paribas Nominees Pty Ltd
Magaurite Pty Ltd
Guy LeClezio
Top Twenty Shareholders
Total Issued Capital
d)
Substantial Shareholders
No. of
Shares
74,221,378
42,945,560
28,536,277
17,671,673
17,451,616
16,135,322
12,684,910
11,975,032
10,595,513
9,369,253
8,578,435
7,000,000
6,550,000
5,628,754
5,522,398
5,144,611
5,104,903
4,932,890
4,800,000
4,741,903
299,590,428
4,86,909,373
%
15.24
8.82
5.86
3.63
3.58
3.31
2.61
2.46
2.18
1.92
1.76
1.44
1.35
1.16
1.13
1.06
1.05
1.01
0.99
0.97
61.53
100.00
The names of the substantial shareholders listed in the Company’s share register as at 20 September
2016 were:
Shareholder
Centrepeak Resources Group Pty Ltd
Regis Resources Ltd
Nedlands Nominees Pty Ltd
Total
No. of
Shares
74,221,378
42,945,560
28,536,277
145,703,215
%
15.24
8.82
5.86
29.92
CAPRICORN METALS LTD ACN 121 700 105
59
ASX Additional Information (Cont’d)
e) On Market Buy-Back
There is currently no on-market buy-back in place
2.
a)
Unquoted Securities – Options
Distribution of Option Holdings
Size of Holding
100,001 and over
Total Optionholders
b)
Voting Rights
No. of
Optionholders
9
9
No. of Shares
18,300,000
18,300,000
Unlisted options do not entitle the holder to any voting rights.
c)
Holder of More Than 20% of Unquoted Options
Optionholder
Peter Thompson
Peter Langworthy
Total
No. of
Shares
6,000,000
4,800,000
10,800,000
%
32.78
26.23
59.01
d) Details of options on issue
The following Unlisted Options are on issue:
No. of Options Exercise Price Vesting Date
6,500,000
3,600,000
3,600,000
3,600,000
17,300,000
$0.15
$0.10
$0.10
$0.10
21/11/2012
20/04/2017
20/04/2018
20/04/2019
Expiry Date
30/11/2016
31/05/2020
31/05/2020
31/05/2020
CAPRICORN METALS LTD ABN 84 121 700 105
60
Tenement Schedule
Australia
Tenement
Project
Company
Blocks 1
Status
Date of
Grant/
Application
Expiry
E52/1711
Karlawinda
Greenmount
E52/2247
Karlawinda
Greenmount
E52/2398
Karlawinda
Greenmount
E52/2409
Karlawinda
Greenmount
E52/3323
Karlawinda
Greenmount
E52/3363
Karlawinda
Greenmount
E52/3364
Karlawinda
Greenmount
E52/3450
Karlawinda
Greenmount
M52/1070
Karlawinda
Greenmount
35
16
15
8
11
36
46
16
Total Blocks
183
Granted
05/08/2004
04/08/2017
Granted
21/07/2009
20/07/2019
Granted
28/04/2010
27/04/2020
Granted
16/06/2010
16/06/2020
Granted
11/03/2016
10/03/2021
Application
29/10/2015
Application
04/11/2015
Application
24/05/2016
Application
(Mining
Licence)
21/04/2016
-
-
-
-
Note:
1) The area measurement for one block can vary between 2.8 – 3.2 km2
Madagascar
Title
Permit
Type
Grant
Date
Expiry
Date
Term
(Years)
Project Name
Total Carres
(New - 0.391km2)
Interest
%
Notes
3432
PR
21-Sep-15 20-Sep-18
3
Ampanihy - Central (Big 'S')
5391
PE
20-Nov-02 19-Nov-42
40
Ampanihy - Ianapera
5392
PE
20-Nov-02 19-Nov-42
40
Ampanihy - Ianapera
5393
PE
20-Nov-02 19-Nov-42
40
Ampanihy - Ianapera
5394
PE
20-Nov-02 19-Nov-42
40
Ampanihy - Maniry
48
16
16
16
48
100%
100%
100%
100%
100%
19932
PE
10-Mar-06 09-Mar-46
40
Ampanihy - Maniry
112
100%
25093
PE
18-Jan-07 17-Jan-47
40
Ampanihy - Ianapera
25094
PE
18-Jan-07 17-Jan-47
40
Ampanihy - Ianapera
25095
PE
18-Jan-07 17-Jan-47
40
Ampanihy - Maniry
25605
PR
18-Jun-01 17-Jun-11
10
Ampanihy - Maniry
25606
PR
18-Jun-01 17-Jun-11
10
Ampanihy - Maniry
39750
PR
21-Sep-15 20-Sep-18
03
Ampanihy - Central (Big 'S')
39751
PR
21-Sep-15 20-Sep-18
03
Ampanihy - Central (Big 'S')
Total Carres
NOTES
16
16
48
80
16
16
160
608
100%
100%
100%
100%
100%
100%
100%
4
3
2
2
2
1
1
1. Renewal awaiting confirmation from BCMM. All annual fees have been paid up to 31 December 2016.
2.
3.
4.
Leased to SQNY – Royalty and partial tenement fees payable to MDA.
Leased to Jupiter Mines and Minerals – Royalty and annual tenement fees payable to MDA.
Leased to Hery Lala Alain Raharinavio – Royalty on small blocks
CAPRICORN METALS LTD ACN 121 700 105
61