ABN
N 54 118 912
2 495
ANNNUAL RE
EPORT A
AND FINA
ANCIAL S
TATEMENNTS
YEAR EN
NDED 30 JU
UNE 2014
CATALYST METALS LIMITED
CONTENTS
PAGE
CORPORATE DIRECTORY
CHAIRMAN’S REVIEW
DIRECTORS’ REPORT
AUDITOR’S INDEPENDENCE DECLARATION
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED STATEMENT OF CASH FLOWS
NOTES TO THE FINANCIAL STATEMENTS
DIRECTORS’ DECLARATION
INDEPENDENT AUDIT REPORT
CORPORATE GOVERANCE STATEMENT
ADDITIONAL INFORMATION
2
3
4
26
27
28
29
30
31
57
58
60
64
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
1
CATALYST METALS LIMITED
CORPORATE DIRECTORY
DIRECTORS
AUDITORS
Stephen Boston (Non-Executive Chairman)
Robin Scrimgeour (Non-Executive Director)
Gary Schwab (Non-Executive Director)
Bruce Kay (Non-Executive Director)
RSM Bird Cameron Partners
8 St Georges Terrace
Perth, Western Australia 6000
COMPANY SECRETARY
SHARE REGISTRY
Frank Campagna
REGISTERED OFFICE
Level 3
50 Colin Street
West Perth, Western Australia 6005
Telephone: +618 9383 2825
+618 9284 5426
Facsimile:
admin@catalystmetals.com.au
Email:
www.catalystmetals.com.au
Website:
Security Transfer Registrars Pty Ltd
770 Canning Hwy
Applecross, Western Australia 6153
Telephone: +618 9315 2333
+618 9315 2233
Facsimile:
registrar@securitytransfer.com.au
Email:
www.securitytransfer.com.au
Website:
STOCK EXCHANGE LISTING
Catalyst Metals Limited is listed on ASX Limited
Home Exchange – Perth
ASX code: CYL
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
2
CATAL
LYST META
ALS LIMIT
ED
CHAIR
RMAN’S R
REVIEW
Dear Sha
areholder,
The 2014
issued 25
Minerals
Project.
4 financial ye
50,000 ordina
Pty Ltd, whe
ear began w
ary fully paid
en the Comp
with the anno
d shares in th
pany becam
ouncement t
he Compan
me entitled to
hat on the 1
y and paid
o a 50% direc
5 August 201
$30,000 to P
ct interest in
13 the Comp
Providence G
the Four Eag
pany had
Gold and
gles Gold
On the 3
Agreeme
interest in
of and
consolid
entire 70
the cont
further c
kilometre
supportiv
31 March 201
ent with Nav
n the Tandar
adjacent to
ation of two
0 kilometre str
trol of one m
consolidate th
es. A $500,0
ve long stand
4 the Comp
varre Minera
rra Project (E
o the Four
of the most
rike length o
manager. In a
he ground h
000 Placeme
ding shareho
any announc
als Limited (“
L 4897) which
Eagles Gold
t prospective
f the Bendig
addition, two
holdings of th
ent was con
older of the C
ced that it ha
“Navarre”) w
h is located n
d Project). T
e greenfields
o North Gold
new explora
he Company
nducted in c
Company, Mr
ad signed a
which would
north of Bend
his transacti
gold projec
dfield will now
ation licenses
y into a cont
conjunction
r Barry Drill.
Term Sheet s
enable it to
digo in Victor
on has resu
ts in Victoria
w (for the firs
s were also a
tiguous area
with this tra
summarising
o earn a 51
ria (and direc
ulted in the
a and means
st time ever)
applied for in
of about 80
ansaction via
a Farm-in
% equity
ctly south
regional
s that the
be under
n order to
00 square
a a very
In May 2
mineralis
within the
2014 the Com
sation (3.0me
e Four Eagles
mpany was
etres @ 59.0g
s Gold Projec
pleased to a
g/t Au and 3
ct), via an air
announce th
.0 metres @
rcore drilling
hat it had int
7.0g/t Au) a
programme
tersected fur
t the Discove
.
rther high gra
ery Prospect
ade gold
(located
In June
previous
received
Kay and
continue
now also
2014, a bin
ly announce
d from the ex
d two very v
ed support w
o as sharehol
nding Heads
ed Farm-in. A
xercise of 1,00
valuable and
will be greatly
ders of the C
s of Agreem
At the end o
00,000 unliste
d loyal cons
valued by th
Company.
ment was ex
of June 2014
ed $0.20 opti
sultants of th
he Company
xecuted wit
4 an additio
ons. These op
he Company
y not only thro
h Navarre w
onal $200,000
ptions were e
y – whose p
ough their da
which forma
0 in equity fu
exercised by
previous, cur
ay to day eff
alised the
unds was
Mr Bruce
rrent and
forts – but
Subsequ
the Hea
accorda
Navarre
ently, on the
ds of Agree
ance with th
and made a
e 12 Septem
ement with N
he terms of t
a cash paym
ber 2014, th
Navarre had
the agreeme
ent of $50,00
e Company
d been satisf
ent, Catalys
00.
announced
fied and co
t issued 250,
d that all con
mpletion ha
,000 ordinary
nditions prec
ad occurred
y fully paid
cedent to
- and in
shares to
This year
after ma
the Four
knowled
as and w
r the Board w
any years of p
r Eagles Gold
ge and his c
when required
would especi
painstaking w
d Project in 2
cheerful and
d.
ally like to ac
work made th
2010. He has
collaborativ
cknowledge
he original di
s tirelessly as
ve approach
our Joint Ve
scovery of hi
ssisted the C
h to any mat
nture partne
igh grade go
ompany wit
tter that has
er Mr Tom Bur
old under soi
th his great w
needed his
rows who
l cover at
wealth of
attention
The Boa
support
objective
rd again ac
of the longe
e of the disco
cknowledges
er term amb
overy of a m
s and would
bitions of the
ajor virginal g
d like to tha
e Company
gold discove
nk all of its
as it endea
ery under soil
shareholders
vours to pur
cover north
rs for their c
rsue the join
of Bendigo.
ontinuing
t venture
It goes w
all shareh
without saying
holders as it n
g that your Bo
now looks tow
oard continu
wards 2015 a
ues to remain
and the oppo
n committed
ortunities tha
to adding va
t it will undou
alue for the b
benefit of
g.
ubtedly bring
Stephen
Chairma
Boston
an
30 Septe
ember 2014
3
Catalyst Met
tals Limited ABN 54
118 912 495 Annua
al Report 2014
CATALYST METALS LIMITED
DIRECTORS’ REPORT
The Directors of Catalyst Metals Limited present their report on the consolidated entity for the year
ended 30 June 2014.
DIRECTORS
The names of the Directors in office at any time during or since the end of the financial year are:
Stephen Boston
Robin Scrimgeour
Gary Schwab
Bruce Kay
Directors have been in office since the start of the financial year to the date of this report unless
otherwise stated.
COMPANY SECRETARY
Frank Campagna
FINANCIAL POSITION
The net assets of the Group are $782,030 as at 30 June 2014 (2013: $877,483).
CORPORATE STRUCTURE
Catalyst Metals Limited is a company limited by shares that is incorporated and domiciled in Australia.
PRINCIPAL ACTIVITIES
The principal activity of the Group during the financial year was mineral exploration and evaluation.
There was no significant change in the nature of the activities during the year.
RESULTS OF OPERATIONS
The operating loss after income tax of the Group for the year ended 30 June 2014 was $1,023,864 (2013:
$1,007,381).
DIVIDENDS
No dividend has been paid during or is recommended for the financial year ended 30 June 2014.
REVIEW OF OPERATIONS
Exploration by Catalyst Metals Limited (Catalyst) during the year was again focussed on the Four Eagles
Gold Project (Four Eagles) in Victoria where an aircore drilling programme in May 2014 intersected new
zones of high grade mineralisation and significantly extended the strike length of the Discovery Zone on
the Eagle 2 Structure. The Company has further consolidated its land holdings in the Bendigo North
Goldfield by new Exploration Licence applications and the signing of a Heads of Agreement with
Navarre Minerals Limited. This means that the Company now has management of the entire 65
kilometre strike length along the favourable Whitelaw Fault (Figure 1).
No field work was undertaken at the Minnie Creek tungsten and molybdenum project in Western
Australia or at the Everton molybdenum project in Victoria and the Company has made the decision to
relinquish the Western Australian licences.
Four Eagles Gold Project (Victoria)
In December 2010, Catalyst entered into a heads of agreement with private company, Providence
Gold and Minerals Pty Ltd (Providence) to form a joint venture to further explore and develop the Four
Eagles Gold Project (EL4525 and EL5295).
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
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The Four
towns of
(Figure 1
earned a
next stag
further s
contribu
r Eagles Gold
f Mitiamo and
). In May 2
a 50% equity
ge of expend
ole expendi
te after Cata
d Project is lo
d Raywood i
2013, Catalys
y in the Four
diture so Ca
iture of $2.1
alyst has earn
ocated gene
in central Vic
st completed
Eagles Gold
talyst has the
million bef
ned 60% equ
erally along st
ctoria, exten
d its initial ex
Project. Pro
e right but n
ore 20 Janu
ity).
trike of the B
ding from 20
xpenditure o
ovidence has
ot the obliga
uary 2016 (s
endigo Gold
0 to 70 kilome
obligations of
s elected no
ation to earn
ubject to a
dfield and we
etres north of
f $2.1million
ot to contribu
n a 75% equi
Providence
est of the
f Bendigo
and had
ute to the
ty for the
e right to
At the e
Four Eag
nd of the 20
gles and will n
14 financial y
need to spen
year, Cataly
nd a further $
yst had spent
$500,000 to ea
t approximat
arn a 60% int
tely $2.44 mil
erest.
llion on explo
oration at
Figu
ure 1 – Plan s
howing tene
ments under
r Catalyst ma
anagement in
n the North Be
endigo Gold
d Belt
Catalyst Met
tals Limited ABN 54
118 912 495 Annua
al Report 2014
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CATALYST METALS LIMITED
DIRECTORS’ REPORT
REVIEW OF OPERATIONS (Continued)
An aircore drilling programme was undertaken at Four Eagles in May 2014 with 28 holes being
completed for a total metreage of 2,657 metres. The programme was focussed on the northern
extension of the Discovery Prospect following the Eagle 2 Structure (Figure 2a).
Further high grade gold mineralisation was intersected about 1.7 kilometres north of the original high
grade discovery hole FE328. Vertical aircore hole FE663 intersected 3.0 metres @ 59.0g/t Au from 102.0
metres in a semi massive quartz vein just below the basement contact. Another totally separate sample
from the same interval assayed 3.0 metres @ 7.0g/t Au which suggests that coarse gold may be present
in the area in association with a fine grained fraction.
These assays are from the bulk samples assayed by the Leachwell method which uses a total cyanide
leach and AAS finish. Initial assays from the smaller 30 gram sample showed values of 95.6g/t Au and
2.7g/t Au respectively.
It is very encouraging that all samples whether small or large contain good grade gold values once
again supporting the premise at Four Eagles that the gold distribution is predominately finely divided.
This is very different to the experience at Bendigo where most gold occurs in very coarse particles
making assay repeatability difficult.
This high grade intersection is situated 1.7 kilometres north of the Discovery Prospect hole FE328 which
contained 6 metres @ 82.7g/t Au from 123 metres depth. Other lower grade intersections in the 0.2 to
0.6g/t Au range and anomalous arsenic values show that the Discovery Prospect now extends for about
2.5 kilometres under cover (Figure 3) with several high grade values:
3.7m @ 4.7g/t Au including 0.8 m @ 17.5g/t Au (FEDD001)
0.4m @ 8.4g/t Au and 0.75m @ 15.3g/t Au (FEDD007)
0.4m @ 152g/t Au (FEDD008)
6.0m @ 82.7g/t Au (FE328)
1.5m @ 1.81g/t Au (FE326)
3.0m @ 9.71g/t Au (FE380)
3.0m @ 0.9g/t Au (FE584)
3.0m @ 59.0g/t Au and 3.0m @ 7.0g/t Au (FE663)
3.0m @ 0.55g/t Au (FE664)
Full location data on the 28 holes drilled in 2014 was previously reported in Table 1 of the Catalyst
Quarterly Report to 30 June 2014 and a Summary of Sampling Techniques and Reporting of Exploration
Results according to the JORC Code 2012 Edition were also tabulated in Appendix 1 of that report.
Previous intersections above and located on Figures 2a ,2b and 3 have been reported under the 2004
JORC Code.
All of the above intersections are considered to lie within the same Eagle 2 structural corridor however
little information is known about strike and dip of the gold mineralisation. Angled diamond or reverse
circulation drilling will be required to determine the orientation and continuity. Many of the intersections
in the Discovery Prospect are associated with quartz veining which also limits the penetration ability of
aircore drilling.
The 2014 drilling programme has confirmed the large gold footprint at Four Eagles which is about 6
kilometres by 2.5 kilometres in size and contains numerous intersections of high grade gold
mineralisation. Three advanced prospects (Hayanmi, Boyd’s Dam and Discovery) have now been
defined but will require angled diamond or RC drilling to fully understand the nature of the
mineralisation.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
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Figu
ure 2a Plan
of Four Eagle
es Gold Projeect showing ddrillholes and trends of goold mineralisa
ation
7
Catalyst Met
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118 912 495 Annua
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Figu
ure 2b: Four E
Eagles Gold PProject showing intersectiions for Figure
e 2a
8
Catalyst Met
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Figure
e 3: Plan of D
iscovery Prosspect showinng recent andd historic drill
l holes
9
Catalyst Met
tals Limited ABN 54
118 912 495 Annua
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CATALYST METALS LIMITED
DIRECTORS’ REPORT
REVIEW OF OPERATIONS (Continued)
Catalyst Navarre Heads of Agreement
In June 2014, Catalyst executed a binding Heads of Agreement with Navarre Minerals Limited (ASX:
NML) (Navarre) to enable Catalyst to earn a 51% equity interest in the Tandarra Gold Project (EL 4897)
located north of Bendigo in Victoria. This transaction resulted in a regional consolidation of two of the
most prospective greenfield gold projects in Victoria and means that the entire 65 kilometre strike length
of the Bendigo North Goldfield will be under single management for the first time (Figure 1). The
rationalisation will enable synergy benefits and shared technology to be realised in both exploration
and development stages.
As part of the same transaction, Navarre will transfer to Catalyst its interests in two gold projects owned
by Castlemaine Goldfields Limited (a subsidiary of LionGold Corp) (Castlemaine), which are subject to
farm-in and joint venture arrangements between Navarre and Castlemaine. Navarre has earned a 51%
interest in the Sebastian Project (EL 4536 and EL 4974) and is earning a 51% interest in the Raydarra
Project (EL 5266). Navarre will receive a 1% net smelter royalty on Catalyst’s entitlement to proceeds
from future production from the Sebastian and Raydarra Projects.
Agreement terms
In order to earn its 51% equity interest in the Tandarra Gold Project (EL 4897), Catalyst will be required to
spend $3 million on exploration during a four year period commencing from 12 September 2014,
whereby Catalyst will undertake to assume future royalty obligations with Leviathan Resources Pty Ltd
(Leviathan) (Satisfaction Date). The expenditure must be sufficient to maintain the tenement in good
standing and be not less than $200,000 per annum. Within two years of the Satisfaction Date, Catalyst
must spend at least $800,000 on the tenement and also generate a mineralisation report sufficient for
the requirements of the Mineral Resources (Sustainable) Development Act 1990 (Vic)(MRSD Act) before
14 November 2015. Catalyst will also make the following payments to Navarre:
On the Satisfaction Date, $50,000 and 250,000 fully paid ordinary shares in Catalyst; and
On the first anniversary of the Satisfaction Date, issue 250,000 fully paid ordinary shares in Catalyst.
Castlemaine has signed a Deed of Assignment and Assumption to enable Navarre to assign all of its
rights and obligations relating to the Castlemaine tenements under farm-in and joint venture
arrangements. Navarre has already earned 51% equity in the Sebastian Project (EL 4536 and EL 4974)
and a joint venture with Castlemaine has been established. Navarre has the right to earn a further 24%
in these tenements by the expenditure of $300,000 before 20 February 2017.
On the Raydarra Project (EL 5266), Navarre has satisfied the minimum expenditure commitment of
$100,000 but is required to spend a further $200,000 before 20 February 2015 to earn its 51% equity.
Navarre also has the right to earn a further 24% by the expenditure of a further $600,000 before
20 February 2017.
Tandarra Gold Project (Victoria)
Catalyst has undertaken a technical review of historical data and updated the corporate presentation
following the signing of the Heads of Agreement with Navarre. As shown on Figure 1, Catalyst now has
an interest in tenements covering the entire gold belt potential of the Bendigo North area. The
agreement with Navarre means that Catalyst shareholders will now directly benefit from any future gold
discoveries that are made in this 65 kilometre long corridor.
Tandarra Data Review
A full review of the extensive database for these areas was commenced during the financial year and
will provide the basis of future drilling programmes. High grade gold mineralisation has already been
intersected on the Tomorrow and Macnaughtan Structures with the former structure hosting grades up
to 20 g/t Au at basement depths of less than 20 metres. Depending on the continuity of mineralisation,
this area could have potential for open pit mining.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
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CATALYST METALS LIMITED
DIRECTORS’ REPORT
REVIEW OF OPERATIONS (Continued)
JORC Reporting of Historic Navarre Exploration Results
Although Catalyst was not involved in the exploration at the Tandarra project, it has elected to update
the previously published exploration results to comply with the JORC 2012 Code (refer ASX
announcement dated 1 September 2014). The results had been publicly reported by Leviathan
Resources Pty Ltd (ASX code LVR) (December 2004 to January 2007), Perseverance Corporation Limited
(ASX code PSV) (January 2008 to March 2011) and Navarre (ASX code NML) (March 2011 to current) in
numerous announcements during the stated periods under the JORC 2004 Code. Catalyst has limited
knowledge on how the data was collected and has had to make assumptions based on the available
historic data generated by these companies.
Regional Exploration Potential at Tandarra
All historical aircore drilling from Leviathan and Navarre programmes have now been compiled and
plotted on Figure 4a. This interpretation shows that most of the expenditure has been focussed on the
Tomorrow and Macnaughtan Structures (the rectangular box area on Figure 4a) and other structures in
the licence area have had limited drill testing. Several potential gold trends are shown on Figure 4a
including the 7 kilometre strike length along the Tandarra Fault Zone north of the Tomorrow Prospect
and several parallel structures to the east. These interpreted structural trends are enhanced by a review
of anomalous arsenic values in the Leviathan data but many areas have no arsenic data because
Navarre did not assay for this element A significant gold intersection was present in aircore hole ACT
046 which assayed 1.83 g/t Au from 61 metres depth in an area near the interpreted Whitelaw Fault.
Another hole in the same area which still requires verification contained 1 metre @ 3.0g/t Au from 32
metres depth. These intersections are totally untested to the north and south where basement depths
are unknown but probably less than 50 metres. These regional targets will be tested by reconnaissance
aircore drilling following the completion of the 2014 grain harvest.
The Tomorrow –Macnaughtans Area
This area shown on the rectangular inset box of Figure 4a contains most of the known mineralisation on
the Tandarra property and probably accounts for a high proportion of the prior exploration expenditure.
Most of the reverse circulation (RC), diamond and aircore drilling was undertaken within this restricted
area. Aircore and RC drillholes within this area are shown with their intersections on Figures 4a, 4c and 5
respectively and clearly show two parallel gold structures about 150 metres apart. On the Tomorrow
Structure, high grade gold values occur within a 25 metre wide zone with multiple quartz veining and
fractures which dips steeply to the east and probably coincides with the eastern limb of a tight
anticline. Two cross sections through the Tomorrow Zone are shown on Figures 6 and 7.
On Figure 7, a diamond drillhole, DDT001 intersected sporadic gold mineralisation from 20.5 metres
downhole (18 metres vertical depth) to 46.8 metres but core recovery was only about 25% because of
soft saprolitic clays. Approximately 5.1 metres of fragmented core was obtained from this interval and
assayed about 7.7g/t Au. High grade intervals included 1.3 metres @ 18.2g/t Au from 20.1 metres, 1.3
metres @ 7.5g/t Au from 35.7 metres, 0.7 metres @10.9g/t Au from 36.9 metres and 1.3 metres @ 2.6 g/t
Au from 45.1 metres depth. This hole would need to be re-drilled to establish if continuous high grade
gold mineralisation is present at this shallow depth on the Tomorrow Structure. Other shallow high grade
intersections on the Tomorrow Structure are present in several drill holes:
RCT006 (7 metres @5.5g/t Au from 50 metres)
RCT 007 (1metre @ 8.6g/t Au from 12 metres)
RCT063 (4metres @ 9.2g/t Au from 18 metres)
RCT050 (2 metres @ 18.4g/t Au from 44 metres)
RCT097 (3 metres @6.4g/t Au from 54 metres)
ACT015 (10metres @18.0g/t Au from 37 metres)
As shown on Figure 5, the Tomorrow and Macnaughtan Structures still require considerably more angled
RC drilling to define potential open pit resources. Because there is very little RC and diamond drilling
that has tested these structures at vertical depths of greater than 100 metres, there is also potential for
the discovery of high grade shoots that could be mined by underground methods.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
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Figure 4
4a: Plan of Ta
andarra aircoore drilling shhowing gold mmineralisation trends
12
Catalyst Met
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118 912 495 Annua
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Figure 4b: Ai
c
ircore drill inttersections shhown on Figuure 4a and 4c
13
Catalyst Met
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118 912 495 Annua
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Figure 4c: Pla
F
an showing a
(Enla
aircore drillho
argement of
oles in Tomorr
rectangular
row and Mac
box on Figure
cnaughtans P
e 4a)
Prospect Are
a
Catalyst Met
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118 912 495 Annua
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Figure 5:
Plan showing
naughtans Pr
g Reverse Cir
rospects (Enl
rculation drill
argement of
holes and as
f rectangular
ssays in Tomo
box on Figur
orrow and
re 4a)
Macn
Catalyst Met
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Figu
ure 6: East we
est Cross Sec
ction through
h Tomorrow Sttructure at 59972750N on TTandarra Proj
ject.
16
Catalyst Met
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Fig
gure 7: East w
west Cross sec
ction through
h Tomorrow S
tructure at 59
972820N on T
Tandarra Proj
ject
New Ten
ement Appli
cations in the
e Bendigo No
d
orth Goldfield
In April 2
ground h
Providen
square k
Raydarra
cover th
2014, Cataly
holdings nor
nce Joint Ve
kilometres. A
a EL5266 on
e possible ex
yst made ap
th of Bendig
enture and b
A second EL
which Cata
xtension of m
plication for
go. As show
becomes co
LA 5509 with
lyst will earn
mineralisation
r two new ex
wn on Figure
ontiguous wit
an area of
n an interest
located on t
xploration lic
1, ELA 5508
th EL’s 5295
f 49 square
from Castlem
the Four Eag
cences to fu
was lodged
and 4525.
kilometres, is
maine Goldf
les and Tand
urther consoli
d under the
The total ar
s located ea
fields. These
darra prospec
idate the
Catalyst-
ea is 311
ast of the
e licences
cts.
Everton P
Project (Victo
oria) EL4866
The Com
holds the
Discussio
partners
mpany contin
e rights to t
ons were als
in future exp
nues to seek
the old qua
o held with
ploration. No
k a commerc
rry area whe
other explo
o field work w
cial access a
ere high gra
oration comp
was undertake
agreement w
ade molybd
panies in th
en during the
with the Eve
enite ore w
e district wh
e financial ye
erton land-ow
was mined hi
ho may be
ear.
wner who
istorically,
potential
Minnie C
Creek Project
t (Western Au
ustralia)
Following
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de to relinq
nt interests in
f the Minnie
quish the Eud
Western Aus
Creek Projec
damullah E0
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09/1174 whic
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at the Com
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17
Catalyst Met
tals Limited ABN 54
118 912 495 Annua
al Report 2014
CATALYST METALS LIMITED
DIRECTORS’ REPORT
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
There were no significant changes in the state of affairs of the Group during the financial year.
FUTURE DEVELOPMENTS
During the course of the next financial year, the Group will continue its mineral exploration activities and
will investigate additional resources projects in which the Group may participate.
In the opinion of the Directors there is no additional information available as at the date of this report on
any likely developments which may materially affect the operations of the Group and the expected
results of those operations in subsequent years.
SUBSEQUENT EVENTS
On 12 September 2014, the Company announced that all conditions precedent to the Heads of
Agreement with Navarre Minerals Limited (Navarre) had been satisfied and completion had occurred.
Under the Heads of Agreement, Catalyst has the right to earn a 51% equity interest in the Tandarra Gold
Project located north of Bendigo in Victoria. In accordance with the terms of the agreement, Catalyst
issued 250,000 ordinary fully paid shares to Navarre and made a cash payment of $50,000 (exc. GST).
Otherwise, there have been no other subsequent events since the end of the financial year.
INFORMATION ON DIRECTORS
Stephen Boston (Non-Executive Chairman)
Mr Boston is the Principal of a Perth based private investment group specialising in the Australian
resources sector. Mr Boston previously worked as a stockbroker from 1984 to 1998 in Perth and Sydney.
Mr Boston holds a Bachelor of Arts from the University of Western Australia.
Memberships:
Senior Associate – Financial Services Institute of Australia
Special Responsibilities:
Chairman
Other Directorships:
None
Interests in securities:
Direct:
Indirect:
115,000
5,504,135 Ordinary Shares
(held by Trapine Pty Ltd, Elshaw Pty Ltd and Merewether Pty
Ltd, companies in which Mr Boston holds a relevant interest)
Robin Scrimgeour (Non-Executive Director)
Mr Scrimgeour spent 17 years working for Credit Suisse in London, Tokyo, Hong Kong and Singapore. His
most recent experience has been providing structured hybrid financing for corporates in Asia for project
and acquisitions concentrated in the primary resources sector. Mr Scrimgeour’s previous experience
was as a senior equity derivatives trader involved in the pricing of complex structured equity derivative
instruments for both private and corporate clients focused in Asia. Mr Scrimgeour holds a Bachelor of
Economics with Honours from the University of Western Australia.
Special Responsibilities:
Member of audit committee.
Other Directorships:
None
Interests in securities:
Direct:
Indirect: Nil
4,680,500 Ordinary Shares
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
18
CATALYST METALS LIMITED
DIRECTORS’ REPORT
Gary Schwab (Non-Executive Director)
Mr Schwab is a Certified Practicing Accountant with over 40 years of business experience, including 20
years in the resources sector. Mr Schwab was previously Executive Director for a privately owned
commodities group. In that role, Mr Schwab was responsible for managing a long term wealth creation
strategy (in conjunction with the principal and owner) which culminated in the creation of what is
currently one of Australia’s wealthiest unlisted private commodities companies.
Special Responsibilities:
Chairman of audit committee.
Other Directorships:
None
Interests in securities:
Direct:
Nil
Indirect: Nil
Bruce Kay (Non-Executive Director)
Mr Kay is a qualified geologist and former head of worldwide exploration for Newmont Mining
Corporation. He is a highly experienced geologist with a resource industry career spanning more than
30 years in international exploration, mine, geological, project evaluation and corporate operations. Mr
Kay retired from Newmont in 2003. Based in Denver, Colorado, USA, he managed worldwide
exploration for that Group. Prior to this appointment Mr Kay was group executive and managing
director of exploration at Normandy Mining Limited where he was responsible for managing its global
exploration program from 1989 until 2002.
Special Responsibilities:
Technical Director.
Other Directorships:
Interests in securities:
None
Direct:
1,652,808 Ordinary Shares;
350,000 Performance Rights
Indirect: Nil
Information on Company Secretary
Frank Campagna B.Bus (Acc), CPA
Company Secretary of Catalyst Metals Limited since November 2009. Mr Campagna is a Certified
Practising Accountant with over 25 years’ experience as a Company Secretary, Financial Controller and
Commercial Manager for listed resources and industrial companies. He currently operates a corporate
consultancy practice which provides corporate secretarial services to both listed and unlisted
companies.
DIRECTORS’ MEETINGS
The number of meetings attended by each of the Directors of the Company during the financial year
was:
Board Meetings
Audit Committee
Meetings
Number
held and
entitled to
attend
Number
Attended
Number
held and
entitled
to attend
Number
Attended
7
7
7
7
7
7
7
7
-
1
1
-
-
1
1
-
19
Stephen Boston
Robin Scrimgeour
Gary Schwab
Bruce Kay
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
CATALYST METALS LIMITED
DIRECTORS’ REPORT
ENVIRONMENTAL REGULATIONS
The Group is subject to significant environmental regulation in respect to its mineral exploration
activities. These obligations are regulated under relevant government authorities within Australia and
overseas. The Group is a party to exploration and mining licences. Generally, these licences and
agreements specify the environmental regulations applicable to exploration and mining operations in
the respective jurisdictions. The Group aims to ensure that it complies with the identified regulatory
requirements in each jurisdiction in which it operates.
Compliance with environmental obligations is monitored by the Board of Directors. No environmental
breaches have been notified to the Group by any government agency during the year ended 30 June
2014.
The Group’s operations are subject to State and Federal laws and regulation concerning the
environment.
PROCEEDINGS ON BEHALF OF THE GROUP
No person has applied for leave of Court to bring proceedings on behalf of the Group or intervene in
any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the
Group for all or any part of those proceedings.
SHARE OPTIONS
As at the date of this report, there were 916,667 unissued ordinary shares under option. The terms of
these options are as follows:
Options over ordinary fully paid shares exercisable:
- at 30 cents each on or before 30 June 2015
- at 30 cents each on or before 30 June 2016
Number
750,000
166,667
916,667
No person entitled to exercise the options has any right by virtue of the option to participate in any
share issue of the parent entity or any other corporation.
REMUNERATION REPORT (AUDITED)
This report sets out the current remuneration arrangements for directors and executives of the Group.
For the purposes of this report, key management personnel is defined as those persons having authority
and responsibility for planning, directing and controlling major activities of the Group, including any
director of the Group, and includes the executives in the consolidated entity receiving the highest
remuneration. The information provided in this report includes remuneration disclosures that are required
under Accounting Standard AASB 124 Related Party Disclosures.
Principles used to determine the nature and amount of remuneration
Directors and executives remuneration
Overall remuneration policies are determined by the Board and are adapted to reflect competitive
market and business conditions. Within this framework, the Board considers remuneration policies and
practices generally, and determines specific remuneration packages and other terms of employment
for any executive directors and senior management. Executive remuneration and other terms of
employment are reviewed annually by the Board having regard to performance, relevant comparative
information and expert advice.
The Group’s remuneration policy for any executive directors and senior management is designed to
promote superior performance and long term commitment to the Group. Remuneration packages are
set at levels that are intended to attract and retain executives capable of managing the Group’s
operations.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
20
CATALYST METALS LIMITED
DIRECTORS’ REPORT
REMUNERATION REPORT (Continued)
Executive directors and senior executives receive a base remuneration which is market related,
together with performance based remuneration linked to the achievement of pre-determined
milestones and targets.
The Group’s remuneration policies are designed to align executives’ remuneration with shareholders’
interests and to retain appropriately qualified executive talent for the benefit of the Group. The main
principles of the policy are:
-
-
reward reflects the competitive market in which the Group operates; and
individual reward should be linked to performance criteria.
The structure of remuneration packages for any executive directors and other senior executives
comprises:
- a fixed sum base salary plus superannuation benefits;
-
short term incentives through eligibility to participate in a performance bonus scheme if deemed
appropriate; and
long term incentives through any executive directors being eligible to participate in share option
schemes with the prior approval of shareholders.
-
Fixed and variable remuneration is established for each executive director by the Board. The objective
of short term incentives is to link achievement of the Group’s operational targets with the remuneration
received by executives charged with meeting those targets.
The objective of long term incentives is to reward executives in a manner which aligns this element of
their remuneration with the creation of shareholder wealth.
Performance incentives may be offered to any executive directors and senior management through
the operation of performance bonus schemes. A performance bonus, based on a percentage of
annual salary, may be payable upon achievement of agreed operational milestones and targets.
Non-executive directors’ remuneration
In accordance with current corporate governance practices, the structure for the remuneration of non-
executive directors and senior executives is separate and distinct. Shareholders approve the maximum
fees payable to non-executive directors, with the current approved limit being $400,000 per annum.
The Board is responsible for determining actual payments to directors. Non-executive directors are
entitled to statutory superannuation benefits. The Board approves any consultancy arrangements for
non-executive directors who provide services outside of and in addition to their duties as non-executive
directors.
Non-executive directors may be entitled to participate in equity based remuneration schemes.
Shareholders must approve the framework for any equity based compensation schemes and if a
recommendation is made for a director to participate in an equity scheme, that participation must be
specifically approved by the shareholders.
All directors are entitled to have premiums on indemnity insurance paid by the Group.
At the 2013 AGM, 100% of the votes received supported the adoption of the remuneration report for the
year ended 30 June 2013. The company did not receive any specific feedback at the AGM regarding
its remuneration practices.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
21
CATALYST METALS LIMITED
DIRECTORS’ REPORT
REMUNERATION REPORT (Continued)
Details of Remuneration for Year Ended 30 June 2014
Details of the remuneration for each director and key management personnel (as defined in AASB 124
Related Party Disclosures) of the Group during the year are set out in the following tables.
2014
Name
Short-term
employment benefits
Cash salary
and fees
Other
Post-
employment
benefits
Superannuation
Share-based
payments
Shares
Total
Non-executive directors
S Boston
R Scrimgeour
G Schwab
B Kay
Total key management
personnel compensation
65,550
43,700
21,850
30,000
-
-
-
52,800
161,100
52,800
-
-
21,850
13,700
35,550
-
-
-
64,003
64,003
65,550
43,700
43,700
160,503
313,453
In 2014, a component of Messrs Boston, Scrimgeour and Kay’s directors’ fees were accrued but have
not been paid to assist in the preservation of cash for the Company. Details of accrued amounts are
disclosed in Note 16 of the financial report. Included in the remuneration report are amounts paid to Mr
Kay for geological consulting services that are outside the scope of his directors’ duties.
2013
Name
Short-term
employment benefits
Cash salary
and fees
Other
Post-
employment
benefits
Superannuation
Share-based
payments
Shares
Total
Non-executive directors
S Boston
R Scrimgeour
G Schwab
B Kay
Total key management
personnel compensation
60,000
40,000
40,000
40,000
-
-
-
60,000
180,000
60,000
5,400
3,600
3,600
3,600
16,200
-
-
-
85,260
85,260
65,400
43,600
43,600
188,860
341,460
In 2013, a component of Messrs Boston, Scrimgeour and Kay’s directors’ fees were accrued but not
been paid to assist in the preservation of cash for the Company. Included in the remuneration report
are amounts paid to Mr Kay for geological consulting services that are outside the scope of his
directors’ duties.
Letters of appointment have been entered into with each director of the Company. No duration of
appointment or termination benefits are applicable. Effective from 1 January 2012, Non-executive
directors receive remuneration of $40,000 per annum plus statutory superannuation, whilst the Chairman
receives remuneration of $60,000 per annum plus statutory superannuation. Directors are permitted to
salary sacrifice their fees.
The company secretary is deemed to be an executive by virtue of being an officer of the parent entity.
The role performed by the company secretary does not meet the definition of key management person
under AASB 124, hence this officer has been excluded from the key management personnel disclosures
in the financial report.
The company secretary has an agreement on normal commercial terms for the provision of services at
the rate of $5,000 per month.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
22
CATALYST METALS LIMITED
DIRECTORS’ REPORT
REMUNERATION REPORT (Continued)
SHARE-BASED COMPENSATION
Shares
On 15 November 2013, at the Company’s 2013 Annual General Meeting, shareholders approved the
issue of 332,000 ordinary fully paid shares to Messrs Boston, Scrimgeour and Kay in lieu of outstanding
directors’ fees for the 2012/13 financial year. The market price at the date of issue of the shares was
$0.32 per share
Options
Options over shares in the Company are granted under the Catalyst Metals Limited Employee Share
Option Plan (“Option Plan”). The purpose of the Option Plan is to provide employees, directors,
executive officers and consultants with an opportunity, in the form of options, to subscribe for ordinary
shares in the Group. The Directors consider the Option Plan enables the Group to retain and attract
skilled and experienced employees, board members and executive officers and provide them with the
motivation to contribute to the growth and future success of the Group.
During the financial year no options were issued as compensation.
Performance Rights
Performance Rights over shares in the Company are granted under the Catalyst Metals Limited
Performance Rights Plan (“Performance Rights Plan”). The objective of the Performance Rights Plan is to
attract, motivate and retain employees, Directors and consultants (“Eligible Participants”) of the
Company by providing performance related incentives and rewards. Subject to certain criteria being
satisfied, the Board may offer Eligible Participants performance rights which upon vesting will entitle the
holder to one ordinary fully paid share in the Company for each performance right held.
During the financial year no performance rights were issued as compensation. In the 2012 financial
year Mr Bruce Kay was granted Performance Rights with the following conditions:
(a) 300,000 Performance Rights to vest on the date that the Company, through its wholly owned
subsidiary Kite Gold Pty Ltd (Kite Gold) elects to continue after Phase 1 of the Four Eagles Heads
of Agreement, as evidenced by satisfaction of the relevant condition precedents to Phase 2,
being the issue and allotment of a further 750,000 Catalyst shares and payment of a further
$100,000 in cash to Providence Gold & Minerals Pty Ltd (Providence); and
(b) 700,000 Performance Rights will vest on the date that the Company, through Kite Gold,
becomes entitled to the transfer of a 50% interest in each of the exploration licences EL4525
and EL5295 under the Four Eagles Heads of Agreement.
On 15 April 2013 the Company agreed with Mr Kay to alter the Performance Rights conditions to reflect
the Amendment and Restatement Deed of the Heads of Agreement that was signed with Providence.
Under the terms of the revised Performance Rights, Mr Kay agreed to defer the vesting and issue of
350,000 Performance Rights until the granting of the extension of EL4525 from 20 January 2013 has been
granted and Catalyst, through Kite Gold, becomes entitled to a 60% interest in the Four Eagles Gold
Project.
On 17 June 2013, Mr Kay was issued with 350,000 ordinary fully paid shares in the Company following Kite
Gold becoming entitled to the transfer of a 50% interest in EL4525 and EL5295.
SHARE AND OPTION HOLDINGS
Option holdings
The number of options over ordinary shares in the Company held during the year by each director of
the Company and other key management personnel, including their personally related parties, are set
out below:
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
23
CATALYST METALS LIMITED
DIRECTORS’ REPORT
REMUNERATION REPORT (Continued)
2014 – Options Holdings
Directors
S Boston
R Scrimgeour
G Schwab
B Kay
Balance at
beginning of
year
-
-
-
250,000
Granted as
compensation
Exercised
Other
changes (i)
Balance at
end of year
Vested and
exercisable
-
-
-
-
-
-
-
(250,000)
-
-
-
-
-
-
-
-
-
-
-
-
Ordinary Shares
The number of ordinary shares in the Group held during the financial year by each director and other
key management personnel of the Group, including their personally related parties, are set out below.
There were no shares granted during the year as compensation.
2014 – Ordinary Share Holdings
Directors
S Boston
R Scrimgeour
G Schwab
B Kay
Balance at
beginning of year
Purchased
Other changes
(i)
Balance at
end of year
5,504,135
4,587,500
-
1,278,808
-
-
-
-
115,000
93,000
-
5,619,135
4,680,500
-
374,000(i)
1,652,808
A.
This represents shares issued as a result of exercise of options during the financial year plus
the vesting of Performance Rights to Mr Kay.
Performance Rights
The number of performance rights in the Company held during the financial year by each personally
related parties, are set out below:
2014 – Performance Rights Holdings
Directors
S Boston
R Scrimgeour
G Schwab
B Kay
Balance at
beginning of
year
-
-
-
350,000
Granted as
compensation
Vested
Other
changes (ii)
Balance at
end of year
Vested and
exercisabl
e
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
350,000
-
-
-
-
OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
(i) $10,876 was paid to Elshaw Pty Ltd during the year, a company in which Mr Boston has a
relevant interest.
(ii) Mr Kay was paid $52,800 (2013: $60,000) for geological consulting work that is outside the
scope of his directors’ duties.
END OF REMUNERATION REPORT
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
24
CATAL
LYST META
ALS LIMIT
ED
DIREC
CTORS’ RE
PORT
INDEMNI
IFICATION AN
ND INSURANC
CE OF DIRECT
TORS AND OF
FFICERS
The Grou
Under th
costs wh
Group o
up has entere
he agreemen
hich may ari
r any related
ed into indem
nts, the Grou
se as a resu
d entities.
mnity agreem
p will indemn
ult of work p
ments with e
nify those off
performed in
ach of the d
ficers against
their respec
irectors and
t any claim o
ctive capacit
officers of th
or for any exp
ties as office
he Group.
penses or
ers of the
NON-AU
S
DIT SERVICES
The boa
provision
indepen
non-aud
ard of direct
n of non-au
dence for a
dit services did
tors, in acco
udit services
uditors impo
d not compr
ordance with
s during the
sed by the C
omise the ex
h advice fro
is c
e year
Corporations
xternal audito
om the audit
compatible
s Act 2001. Th
or’s independ
t committee
with the g
he directors
dence for the
e, is satisfied
general stan
are satisfied
e following re
that the
ndard of
that any
easons:
all no
to en
the n
indep
Acco
on-audit serv
nsure they do
nature of the
pendence in
ounting Profe
vices are revie
o not adverse
e services pr
n accordanc
essional and
ewed and a
ely affect the
rovided do n
e with APES
Ethical Stand
pproved by
e integrity an
not comprom
110: Code o
dards Board.
the audit co
d objectivity
mise the gen
f Ethics for Pr
ommittee prio
of the audito
neral principl
rofessional Ac
or to comme
or; and
les relating t
ccountants s
encement
o auditor
set by the
No fees
30 June 2
for non-aud
2014.
dit services w
were paid/p
payable to t
the external
auditors du
uring the yea
ar ended
AUDITOR
R’S INDEPEND
ENCE DECLA
ARATION
The lead
immedia
d auditor’s ind
ately follows t
dependence
the Directors
e declaration
’ Report.
n for the yea
r ended 30 J
June 2014 ha
as been rece
eived and
This repo
ort is made in
accordance
e with a reso
Stephen
Chairma
Boston
an
Perth, We
30 Septe
estern Austra
ember 2014
alia
lution of the
Directors.
25
Catalyst Met
tals Limited ABN 54
118 912 495 Annua
al Report 2014
RSM Bird Cameron Partners 8 St George’s Terrace Perth WA 6000 GPO Box R1253 Perth WA 6844 T +61 8 9261 9100 F +61 8 9261 9101 www.rsmi.com.au Liability limited by a scheme approved under Professional Standards Legislation Major Offices in: Perth, Sydney, Melbourne, Adelaide and Canberra ABN 36 965 185 036 RSM Bird Cameron Partners is a member of the RSM network. Each member of the RSM network is an independent accounting and advisory firm which practises in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. AUDITOR’S INDEPENDENCE DECLARATION As lead auditor for the audit of the financial report of Catalyst Metals Ltd for the year ended 30 June 2014, I declare that, to the best of my knowledge and belief, there have been no contraventions of: (i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and (ii) any applicable code of professional conduct in relation to the audit. RSM BIRD CAMERON PARTNERS Perth, WA JAMES KOMNINOS Dated: 30 September 2014 Partner 26 CATALYST METALS LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2014
Current Assets
Cash and cash equivalents
Trade and other receivables
Total Current Assets
Non-Current Assets
Property, plant and equipment
Exploration and evaluation expenditure
Total Non-Current Assets
Note
2014
$
2013
$
7
8
9
10
1,031,251
1,114,656
36,061
33,488
1,067,312
1,148,144
74
-
74
714
-
714
TOTAL ASSETS
1,067,386
1,148,858
Current Liabilities
Trade and other payables
Total Current Liabilities
TOTAL LIABILITIES
NET ASSETS
Equity
Contributed equity
Share-based payments reserve
Accumulated losses
11
285,356
271,376
285,356
271,376
285,356
271,376
782,030
877,482
12
13
13
9,453,634
8,589,225
228,008
164,005
(8,899,612)
(7,875,748)
TOTAL EQUITY
782,030
877,482
The above Consolidated Statement of Financial Position should be read in conjunction with the
accompanying notes.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
27
CATALYST METALS LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
For the Year Ended 30 June 2014
Note
2014
$
2013
$
Revenue from continuing operations
3
32,094
55,946
Expenses
Occupancy costs
Professional fees
Administration costs
Personnel
Corporate
Exploration costs written off
-
(1,050)
(172,800)
(162,058)
(62,367)
(29,590)
(250,693)
(281,460)
(212,914)
(164,053)
(357,184)
(425,116)
Loss before income tax expense from continuing operations
(1,023,864)
(1,007,381)
Income tax expense
6
-
-
Loss after income tax from continuing operations
(1,023,864)
(1,007,381)
Other comprehensive income
Total comprehensive loss for the year
Total comprehensive income attributable to
members of the Parent entity
-
-
(1,023,864)
(1,007,381)
(1,023,864)
(1,007,381)
Earnings per share for profit attributable to the owners of
Catalyst Metals Limited
Basic loss per share (cents per share)
Diluted loss per share (cents per share)
5
5
(2.1)
(2.1)
(2.2)
(2.2)
The above Consolidated Statement of Comprehensive Income should be read in conjunction with the
accompanying notes.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
28
CATALYST METALS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the Year Ended 30 June 2014
Contributed
Equity
$
Accumulated
losses
$
Share-based
payments
reserve
$
Total
$
Balance at 30 June 2012
8,216,958
(6,868,367)
185,145
1,533,736
-
-
372,267
-
(1,007,381)
-
(1,007,381)
-
-
-
(21,140)
-
-
(21,140)
372,267
-
8,589,225
(7,875,748)
164,005
877,482
(1,023,864)
-
(1,023,864)
Total comprehensive
loss for the year
Transactions with owners
in their capacity as
owners:
Share based payments
Issue of shares
Share issue expenses
Balance at 30 June 2013
Total comprehensive
loss for the year
Transactions with owners
in their capacity as
owners:
Share based payments
Issue of shares
Share issue expenses
-
-
889,990
(25,581)
-
-
-
64,003
-
-
64,003
889,990
(25,581)
782,030
Balance at 30 June 2014
9,453,634
(8,899,612)
228,008
The above Consolidated Statement of Changes in Equity should be read in conjunction with the
accompanying notes.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
29
CATALYST METALS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Year Ended 30 June 2014
Cash Flows from Operating Activities
Payments for exploration and evaluation
Payments for option over Unity Mining gold plant
Note
2014
$
2013
$
(263,339)
(504,505)
-
(100,000)
Payments to suppliers, contractors and employees
(529,882)
(377,483)
Interest received
35,397
56,776
Net cash flows used in operating activities
14
(757,824)
(925,212)
Cash Flows from Investing Activities
Payments for property, plant and equipment
Net cash flows used in investing activities
Cash Flows from Financing Activities
-
-
-
-
Proceeds from issue of shares and other equity securities
700,000
265,868
Share issue expenses
(25,581)
-
Net cash flows from financing activities
674,419
265,868
Net increase in cash and cash equivalents
(83,405)
(659,344)
Cash and cash equivalents at the beginning of the
financial year
1,114,656
1,774,000
Cash and cash equivalents at the end of the financial year
7
1,031,251
1,114,656
The above Consolidated Statement of Cash Flows should be read
accompanying notes.
in conjunction with the
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
30
CATALYST METALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended 30 June 2014
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of the financial statements are set out
below. These policies have been consistently applied to all the years presented, unless otherwise
stated.
(a) New, revised or amending Accounting Standards and Interpretations adopted
The consolidated entity has adopted all of the new, revised or amending Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for
the current reporting period.
Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory
have not been early adopted.
Any significant impact on the accounting policies of the consolidated entity from the adoption of
these Accounting Standards and Interpretations are disclosed below. The adoption of these
Accounting Standards and Interpretations did not have any significant impact on the financial
performance or position of the consolidated entity.
The following Accounting Standards and Interpretations are most relevant to the consolidated entity:
AASB 10 Consolidated Financial Statements
The consolidated entity has applied AASB 10 from 1 July 2013, which has a new definition of 'control'.
Control exists when the reporting entity is exposed, or has the rights, to variable returns from its
involvement with another entity and has the ability to affect those returns through its 'power' over
that other entity. A reporting entity has power when it has rights that give it the current ability to
direct the activities that significantly affect the investee's returns. The consolidated entity not only has
to consider its holdings and rights but also the holdings and rights of other shareholders in order to
determine whether it has the necessary power for consolidation purposes.
AASB 11 Joint Arrangements
The consolidated entity has applied AASB 11 from 1 July 2013. The standard defines which entities
qualify as joint arrangements and removes the option to account for joint ventures using
proportional consolidation. Joint ventures, where the parties to the agreement have the rights to the
net assets are accounted for using the equity method. Joint operations, where the parties to the
agreements have the rights to the assets and obligations for the liabilities, will account for its share of
the assets, liabilities, revenues and expenses separately under the appropriate classifications.
requirement associated with other entities, being subsidiaries, associates,
AASB 12 Disclosure of Interests in Other Entities
The consolidated entity has applied AASB 12 from 1 July 2013. The standard contains the entire
disclosure
joint
arrangements (joint operations and joint ventures) and unconsolidated structured entities. The
disclosure requirements have been significantly enhanced when compared to the disclosures
previously located in AASB 127 'Consolidated and Separate Financial Statements', AASB 128
'Investments in Associates', AASB 131 'Interests in Joint Ventures' and Interpretation 112 'Consolidation
- Special Purpose Entities'.
AASB 13 Fair Value Measurement and AASB 2011-8 Amendments to Australian Accounting Standards
arising from AASB 13
The consolidated entity has applied AASB 13 and its consequential amendments from 1 July 2013.
The standard provides a single robust measurement framework, with clear measurement objectives,
for measuring fair value using the 'exit price' and provides guidance on measuring fair value when a
market becomes less active. The 'highest and best use' approach is used to measure non-financial
assets whereas liabilities are based on transfer value. The standard requires increased disclosures
where fair value is used.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
31
CATALYST METALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended 30 June 2014
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
AASB 119 Employee Benefits (September 2011) and AASB 2011-10 Amendments to Australian
Accounting Standards arising from AASB 119 (September 2011)
The consolidated entity has applied AASB 119 and its consequential amendments from 1 July 2013.
The standard eliminates the corridor approach for the deferral of gains and losses; streamlines the
presentation of changes in assets and liabilities arising from defined benefit plans, including requiring
remeasurements to be presented in other comprehensive income; and enhances the disclosure
requirements for defined benefit plans. The standard also changed the definition of short-term
employee benefits, from 'due to' to 'expected to' be settled within 12 months. Annual leave that is
not expected to be wholly settled within 12 months is now discounted allowing for expected salary
levels in the future period when the leave is expected to be taken.
AASB 127 Separate Financial Statements (Revised), AASB 128 Investments in Associates and Joint
Ventures (Reissued) and AASB 2011-7 Amendments to Australian Accounting Standards arising from
the Consolidation and Joint Arrangements Standards
The consolidated entity has applied AASB 127, AASB 128 and AASB 2011-7 from 1 July 2013. AASB 127
and AASB 128 have been modified to remove specific guidance that is now contained in AASB 10,
AASB 11 and AASB 12 and AASB 2011-7 makes numerous consequential changes to a range of
Australian Accounting Standards and Interpretations. AASB 128 has also been amended to include
the application of the equity method to investments in joint ventures.
AASB 2012-2 Amendments to Australian Accounting Standards - Disclosures - Offsetting Financial
Assets and Financial Liabilities
The consolidated entity has applied AASB 2012-2 from 1 July 2013. The amendments enhance AASB
7 'Financial Instruments: Disclosures' and requires disclosure of information about rights of set-off and
related arrangements, such as collateral agreements. The amendments apply to recognised
financial instruments that are subject to an enforceable master netting arrangement or similar
agreement.
AASB 2012-5 Amendments to Australian Accounting Standards arising from Annual Improvements
2009-2011 Cycle
The consolidated entity has applied AASB 2012-5 from 1 July 2013. The amendments affect five
Australian Accounting Standards as follows: Confirmation that repeat application of AASB 1 'First-
time Adoption of Australian Accounting Standards' is permitted; Clarification of borrowing cost
exemption in AASB 1; Clarification of the comparative information requirements when an entity
provides an optional third column or is required to present a third statement of financial position in
accordance with AASB 101 'Presentation of Financial Statements'; Clarification that servicing of
equipment is covered by AASB 116 'Property, Plant and Equipment', if such equipment is used for
more than one period; clarification that the tax effect of distributions to holders of equity instruments
and equity transaction costs in AASB 132 'Financial Instruments: Presentation' should be accounted
for in accordance with AASB 112 'Income Taxes'; and clarification of the financial reporting
requirements in AASB 134 'Interim Financial Reporting' and the disclosure requirements of segment
assets and liabilities.
AASB 2012-10 Amendments to Australian Accounting Standards - Transition Guidance and Other
Amendments
The consolidated entity has applied AASB 2012-10 amendments from 1 July 2013, which amends
AASB 10 and related standards for the transition guidance relevant to the initial application of those
standards. The amendments clarify the circumstances in which adjustments to an entity's previous
accounting for its involvement with other entities are required and the timing of such adjustments.
Interpretation 20 Stripping Costs in the Production Phase of a Surface Mine and AASB 2011-12
Amendments to Australian Accounting Standards arising from Interpretation 20
The consolidated entity has applied Interpretation 20 and its consequential amendments from 1 July
2013. The Interpretation clarifies when production stripping costs should lead to the recognition of an
asset and how that asset should be initially and subsequently measured. The Interpretation only
deals with waste removal costs that are incurred in surface mining activities during the production
phase of the mine.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
32
CATALYST METALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended 30 June 2014
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
AASB 2011-4 Amendments to Australian Accounting Standards to Remove
Management Personnel Disclosure Requirement
The consolidated entity has applied 2011-4 from 1 July 2013, which amends AASB 124 'Related Party
Disclosures' by removing the disclosure requirements for individual key management personnel
('KMP'). Corporations and Related Legislation Amendment Regulations 2013 and Corporations and
Australian Securities and Investments Commission Amendment Regulation 2013 (No.1) now specify
the KMP disclosure requirements to be included within the directors' report.
Individual Key
(b)
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian
Accounting Standards and Interpretations issued by the Australian Accounting Standards Board
('AASB') and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial
statements also comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board ('IASB').
(c)
(d)
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for,
where applicable, the revaluation of available-for-sale financial assets, financial assets and liabilities
at fair value through profit or loss, investment properties, certain classes of property, plant and
equipment and derivative financial instruments.
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates.
It also requires management to exercise its judgement in the process of applying the consolidated
entity's accounting policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the financial statements, are disclosed in
note 2.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the
consolidated entity only. Supplementary information about the parent entity is disclosed in note 24.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of
Catalyst Metals Limited ('company' or 'parent entity') as at 30 June 2014 and the results of all
subsidiaries for the year then ended. Catalyst Metal Limited and its subsidiaries together are referred
to in these financial statements as the 'consolidated entity'.
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated
entity controls an entity when the consolidated entity 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 to
direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is
transferred to the consolidated entity. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the
consolidated entity are eliminated. Unrealised losses are also eliminated unless the transaction
provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries
have been changed where necessary to ensure consistency with the policies adopted by the
consolidated entity.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A
change in ownership interest, without the loss of control, is accounted for as an equity transaction,
where the difference between the consideration transferred and the book value of the share of the
non-controlling interest acquired is recognised directly in equity attributable to the parent.
Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement
of profit or loss and other comprehensive income, statement of financial position and statement of
changes in equity of the consolidated entity. Losses incurred by the consolidated entity are
attributed to the non-controlling interest in full, even if that results in a deficit balance.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
33
CATALYST METALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended 30 June 2014
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Where the consolidated entity loses control over a subsidiary, it derecognises the assets including
goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative
translation differences recognised in equity. The consolidated entity recognises the fair value of the
consideration received and the fair value of any investment retained together with any gain or loss
in profit or loss.
(e) Operating segments
Operating segments are presented using the 'management approach', where the information
presented is on the same basis as the internal reports provided to the Chief Operating Decision
Makers ('CODM'). The CODM is responsible for the allocation of resources to operating segments and
assessing their performance.
(d)
(e)
Revenue
Interest revenue is recognised on a proportional basis taking into account the interest rates
applicable to the financial assets.
Impairment
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 asset, being the higher of the asset's fair value less
costs to sell and value in use, is compared to the asset's carrying value. Any excess of the asset's
carrying value over its recoverable amount is expensed to the income statement.
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.
(f) Cash and cash equivalents
For the purpose of the cash flow statement, cash includes cash on hand and at call deposits with
banks or financial institutions and investments in money market instruments with less than 30 days to
maturity.
(g)
Trade and other receivables
Trade receivables, loans, and other receivables are recorded at amortised cost less impairment.
(h)
Financial instruments
Recognition and Initial Measurement
Financial instruments, incorporating financial assets and financial liabilities, are recognised when the
entity becomes a party to the contractual provisions of the instrument. Trade date accounting is
adopted for financial assets that are delivered within timeframes established by marketplace
convention.
Financial instruments are initially measured at fair value plus transaction costs where the instrument is
not classified as at fair value through profit or loss. Transaction costs related to instruments classified
as at fair value through profit or loss are expensed to profit or loss immediately. Financial instruments
are classified and measured as set out below.
Derecognition
Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the
asset is transferred to another party whereby the entity no longer has any significant continuing
involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised
where the related obligations are either discharged, cancelled or expire. The difference between
the carrying value of the financial liability extinguished or transferred to another party and the fair
value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is
recognised in profit or loss.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
34
CATALYST METALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended 30 June 2014
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Classification and Subsequent Measurement
(i) Financial assets at fair value through profit or loss
Financial assets classified as held for trading are included in the category ‘financial assets at fair
value through profit or loss’. Financial assets are classified as held for trading if they are acquired for
the purpose of selling in the near term. Derivatives are also classified as held for trading unless they
are designated as effective hedging instruments. Gains or losses on investments held for trading are
recognised in profit or loss.
(ii) Held-to-maturity investments
Non-derivative financial assets with fixed or determinable payments and fixed maturity are classified
as held-to-maturity when the Group has the positive intention and ability to hold to maturity.
Investments intended to be held for an undefined period are not included in this classification.
Investments that are intended to be held-to-maturity, such as bonds, are subsequently measured at
amortised cost. This cost is computed as the amount initially recognised minus principal repayments,
plus or minus the cumulative amortisation using the effective interest method of any difference
between the initially recognised amount and the maturity amount.
This calculation includes all fees and points paid or received between parties to the contract that
are an integral part of the effective interest rate, transaction costs and all other premiums and
discounts. For investments carried at amortised cost, gains and losses are recognised in profit or loss
when the investments are derecognised or impaired, as well as through the amortisation process.
(iii) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that
are not quoted in an active market. Such assets are carried at amortised cost using the effective
interest method. Gains and losses are recognised in profit or loss when the loans and receivables are
derecognised or impaired, as well as through the amortisation process.
(iv) Available-for-sale investments
Available-for-sale investments are those non-derivative financial assets that are designated as
available-for-sale or are not classified as any of the three preceding categories. After initial
recognition available-for sale investments are measured at fair value with gains or losses being
recognised as a separate component of equity until the investment is derecognised or until the
investment is determined to be impaired, at which time the cumulative gain or loss previously
reported in equity is recognised in profit or loss.
Fair value
Fair value is determined based on current bid prices 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 assesses 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 an impairment has arisen.
Impairment losses are recognised in the income statement.
(i)
Exploration and Evaluation Expenditure
Exploration and evaluation expenditure incurred by or on behalf of the Group is accumulated
separately for each area of interest. Such expenditure comprises net direct costs and an
appropriate portion of related overhead expenditure. Each area of interest is limited to a size
related to a known or probable mineral resource capable of supporting a mining operation.
Exploration expenditure for each area of interest is written off as incurred, except that it may be
carried forward provided that one of the following conditions is met:
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
35
CATALYST METALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended 30 June 2014
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
such costs are expected to be recouped through successful development and exploitation of the
area of interest or, alternatively, by its sale; or
exploration activities in an area of interest have not, at balance date reached a stage which
permits a reasonable assessment of the existence or otherwise of economically recoverable
reserves.
The Group performs impairment testing when facts and circumstances suggest the carrying amount
has been impaired. If it was determined that the asset was impaired it would be immediately written
off to the income statement.
Expenditure is not carried forward in respect of any area of interest unless the Group’s right of tenure
to that area of interest is current. Expenditures incurred before the Group has obtained legal rights
to explore a specific area is expensed as incurred. Amortisation is not charged on areas under
development, pending commencement of production.
Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of
the financial year which are unpaid. The amounts are unsecured and are usually paid within 30
days of recognition.
Provisions
Provisions are measured at the present value of management’s best estimate of the expenditure
required to settle the present obligation at the balance sheet date.
(j)
(k)
(l)
Employee entitlements
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service
leave expected to be settled within 12 months of the reporting date are recognised in current
liabilities in respect of employees' services up to the reporting date and are measured at the
amounts expected to be paid when the liabilities are settled.
Other long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of
the reporting date are recognised in non-current liabilities, provided there is an unconditional right to
defer settlement of the liability. The liability is measured as the present value of expected future
payments to be made in respect of services provided by employees up to the reporting date using
the projected unit credit method. Consideration is given to expected future wage and salary levels,
experience of employee departures and periods of service. Expected future payments are
discounted using market yields at the reporting date on national government bonds with terms to
maturity and currency that match, as closely as possible, the estimated future cash outflows.
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they
are incurred.
(m)
Income tax
Current tax
Current tax is calculated by reference to the amount of income taxes payable or recoverable in
respect of the taxable profit or tax loss for the year. It is calculated using tax rates and tax laws that
have been enacted or substantively enacted by reporting date. Current tax for current and prior
years is recognised as a liability (or asset) to the extent that it is unpaid (or refundable).
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
36
CATALYST METALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended 30 June 2014
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Deferred tax
Deferred tax is accounted for using the comprehensive balance sheet liability method in respect of
temporary differences arising from differences between the carrying amount of assets and liabilities
in the financial statements and the corresponding tax base of those items.
In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax
assets are recognised to the extent that it is probable that sufficient taxable amounts will be
available against which deductible temporary differences or unused tax losses and tax offsets can
be utilised.
However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise
to them arise from the initial recognition of assets and liabilities (other than as a result of a business
combination) which affects neither taxable income nor accounting profit. Furthermore, a deferred
tax liability is not recognised in relation to taxable temporary differences arising from goodwill.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the
year(s) when the asset and liability giving rise to them are realised or settled, based on tax rates (and
tax laws) that have been enacted or substantively enacted by reporting date. The measurement of
deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in
which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets
and liabilities.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same
taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.
Current and deferred tax for the year
Current and deferred tax is recognised as an expense or income in the income statement, except
when it relates to items credited or debited directly to equity, in which case the deferred tax is also
recognised directly in equity, or where it arises from the initial accounting for a business combination,
in which case it is taken into account in the determination of goodwill or excess.
(n)
Intangibles
Research and development
Expenditure during the research phase of a project is recognised as an expense when incurred.
Development costs are capitalised only when technical feasibility studies identify that the project will
deliver future economic benefits and these benefits can be measured reliably.
Development costs have a finite life and are amortised on a systematic basis matched to the future
economic benefits over the useful life of the project.
(o)
Equity based payments
The Group determines the fair value of options issued to employees as remuneration and recognises
the expense in the income statement. This policy is not limited to options and also extends to other
forms of equity based remuneration.
Fair value is measured using a Black-Scholes option pricing model that takes into account the
exercise price, the term of the option, the impact of dilution, the share price at grant date and
expected price volatility of the underlying share, the expected dividend yield and the risk free
interest rate for the term of the option. The expected life used in the model has been adjusted,
based on management’s best estimate, for the effects of non-transferability, exercise restrictions,
and behavioural considerations. The fair value determined at the grant date of the equity-settled
share-based payments is expensed on a straight-line basis over the vesting period.
(p)
Earnings per share
Basic earnings per share is determined by dividing the profit from ordinary activities after related
income tax expense by the weighted average number of ordinary shares outstanding during the
financial year.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
37
CATALYST METALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended 30 June 2014
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(q) Goods and services tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST except:
• where the GST incurred on a purchase of goods and services is not recoverable from the
taxation authority, in which case the GST is recognised as part of the cost of acquisition of the
asset or as part of the expense item as applicable; and
receivables and payables are stated with the amount of GST included.
•
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of
receivables or payables in the balance sheet.
Cash flows are included in the cash flow statement on a gross basis and the GST component of cash
flows arising from investing and financial activities, which are recoverable from, or payable to, the
taxation authority, are classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or
payable to, the taxation authority.
(r)
Property, Plant and Equipment
Plant and equipment are measured on the cost basis and therefore carried at cost less
accumulated depreciation and any accumulated impairment. In the event the carrying amount of
plant and equipment is greater than the estimated recoverable amount, the carrying amount is
written down immediately to the estimated recoverable amount and impairment losses are
recognised in profit or loss. A formal assessment of recoverable amount is made when impairment
indicators are present.
The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in
excess of the recoverable amount from these assets. The recoverable amount is assessed on the
basis of the expected net cash flows that will be received from the asset’s employment and
subsequent disposal. The expected net cash flows have been discounted to their present values in
determining recoverable amounts.
Depreciation
The depreciable amount of all fixed assets, but excluding freehold land, is depreciated on a straight-
line basis over the asset’s useful life to the consolidated group 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
Computer equipment
Furniture, fittings and equipment
Depreciation Rate
25%-33.33%
33.33%
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of
each 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.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount.
These gains and losses are included in the statement of comprehensive income.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
38
CATALYST METALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended 30 June 2014
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(s)
New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended
but are not yet mandatory, have not been early adopted by the consolidated entity for the annual
reporting period ended 30 June 2014. The consolidated entity's assessment of the impact of these
new or amended Accounting Standards and Interpretations, most relevant to the consolidated
entity, are set out below.
AASB 9 Financial Instruments and its consequential amendments
This standard and its consequential amendments are applicable to annual reporting periods
beginning on or after 1 January 2017 and completes phases I and III of the IASB's project to replace
IAS 39 (AASB 139) 'Financial Instruments: Recognition and Measurement'. This standard introduces
new classification and measurement models for financial assets, using a single approach to
determine whether a financial asset is measured at amortised cost or fair value. The accounting for
financial liabilities continues to be classified and measured in accordance with AASB 139, with one
exception, being that the portion of a change of fair value relating to the entity's own credit risk is to
be presented in other comprehensive income unless it would create an accounting mismatch.
Chapter 6 'Hedge Accounting' supersedes the general hedge accounting requirements in AASB 139
and provides a new simpler approach to hedge accounting that is intended to more closely align
with risk management activities undertaken by entities when hedging financial and non-financial
risks. The consolidated entity will adopt this standard and the amendments from 1 July 2017 but the
impact of its adoption is yet to be assessed by the consolidated entity.
AASB 2012-3 Amendments to Australian Accounting Standards - Offsetting Financial Assets and
Financial Liabilities
The amendments are applicable to annual reporting periods beginning on or after 1 January 2014.
The amendments add application guidance to address inconsistencies in the application of the
offsetting criteria in AASB 132 'Financial Instruments: Presentation', by clarifying the meaning of
'currently has a legally enforceable right of set-off'; and clarifies that some gross settlement systems
may be considered to be equivalent to net settlement. The adoption of the amendments from 1 July
2014 will not have a material impact on the consolidated entity.
AASB 2013-3 Amendments to AASB 136 - Recoverable Amount Disclosures for Non-Financial Assets
These amendments are applicable to annual reporting periods beginning on or after 1 January 2014.
The disclosure requirements of AASB 136 'Impairment of Assets' have been enhanced to require
additional information about the fair value measurement when the recoverable amount of impaired
assets is based on fair value less costs of disposals. Additionally, if measured using a present value
technique, the discount rate is required to be disclosed. The adoption of these amendments from 1
July 2014 may increase the disclosures by the consolidated entity.
AASB 2013-4 Amendments to Australian Accounting Standards - Novation of Derivatives and
Continuation of Hedge Accounting
These amendments are applicable to annual reporting periods beginning on or after 1 January 2014
and amends AASB 139 'Financial Instruments: Recognition and Measurement' to permit continuation
of hedge accounting in circumstances where a derivative (designated as hedging instrument) is
novated from one counter party to a central counterparty as a consequence of laws or regulations.
The adoption of these amendments from 1 July 2014 will not have a material impact on the
consolidated entity.
AASB 2013-5 Amendments to Australian Accounting Standards - Investment Entities
These amendments are applicable to annual reporting periods beginning on or after 1 January 2014
and allow entities that meet the definition of an 'investment entity' to account for their investments at
fair value through profit or loss. An investment entity is not required to consolidate investments in
entities it controls, or apply AASB 3 'Business Combinations' when it obtains control of another entity,
nor is it required to equity account or proportionately consolidate associates and joint ventures if it
meets the criteria for exemption in the standard. The adoption of these amendments from 1 July
2014 will have no impact on the consolidated entity.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
39
CATALYST METALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended 30 June 2014
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Annual Improvements to IFRSs 2010-2012 Cycle
These amendments are applicable to annual reporting periods beginning on or after 1 July 2014 and
affects several Accounting Standards as follows: Amends the definition of 'vesting conditions' and
'market condition' and adds definitions for 'performance condition' and 'service condition' in AASB 2
'Business Combinations' to clarify that contingent
'Share-based Payment'; Amends AASB 3
consideration that is classified as an asset or liability shall be measured at fair value at each reporting
date; Amends AASB 8 'Operating Segments' to require entities to disclose the judgements made by
management in applying the aggregation criteria; Clarifies that AASB 8 only requires a reconciliation
of the total reportable segments assets to the entity's assets, if the segment assets are reported
regularly; Clarifies that the issuance of AASB 13 'Fair Value Measurement' and the amending of AASB
139 'Financial Instruments: Recognition and Measurement' and AASB 9 'Financial Instruments' did not
remove the ability to measure short-term receivables and payables with no stated interest rate at
their invoice amount, if the effect of discounting is immaterial; Clarifies that in AASB 116 'Property,
Plant and Equipment' and AASB 138 'Intangible Assets', when an asset is revalued the gross carrying
amount is adjusted in a manner that is consistent with the revaluation of the carrying amount (i.e.
proportional restatement of accumulated amortisation); and Amends AASB 124 'Related Party
Disclosures' to clarify that an entity providing key management personnel services to the reporting
entity or to the parent of the reporting entity is a 'related party' of the reporting entity. The adoption
of these amendments from 1 July 2014 will not have a material impact on the consolidated entity.
Annual Improvements to IFRSs 2011-2013 Cycle
These amendments are applicable to annual reporting periods beginning on or after 1 July 2014 and
affects four Accounting Standards as follows: Clarifies the 'meaning of effective IFRSs' in AASB 1 'First-
time Adoption of Australian Accounting Standards'; Clarifies that AASB 3 'Business Combination'
excludes from its scope the accounting for the formation of a joint arrangement in the financial
statements of the joint arrangement itself; Clarifies that the scope of the portfolio exemption in AASB
13 'Fair Value Measurement' includes all contracts accounted for within the scope of AASB 139
'Financial Instruments: Recognition and Measurement' or AASB 9 'Financial Instruments', regardless of
whether they meet the definitions of financial assets or financial liabilities as defined in AASB 132
'Financial Instruments: Presentation'; and Clarifies that determining whether a specific transaction
meets the definition of both a business combination as defined in AASB 3 'Business Combinations'
and investment property as defined in AASB 140 'Investment Property' requires the separate
application of both standards independently of each other. The adoption of these amendments
from 1 July 2014 will not have a material impact on the consolidated entity.
Australian Accounting Standards and Interpretations that have recently been issued or amended
but are not yet mandatory, have not been early adopted by the consolidated entity for the annual
reporting period ended 30 June 2013. The consolidated entity’s assessment of the impact of these
new or amended Accounting Standards and Interpretations, most relevant to the consolidated
entity, are set out below.
2.
CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the financial statements requires management to make judgements, estimates
and assumptions that affect the reported amounts in the financial statements. Management
continually evaluates its judgements and estimates in relation to assets, liabilities, contingent
liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on
historical experience and on other various factors, including expectations of future events,
management believes to be reasonable under the circumstances. The resulting accounting
judgements and estimates will seldom equal the related actual results. The judgements, estimates
and assumptions that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities (refer to the respective notes) within the next financial year are
discussed below.
Share-based payment transactions
The consolidated entity measures the cost of equity-settled transactions with employees by
reference to the fair value of the equity instruments at the date at which they are granted. The fair
value is determined by using either the Binomial or Black-Scholes model taking into account the
terms and conditions upon which the instruments were granted.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
40
CATALYST METALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended 30 June 2014
2.
CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS (Continued)
The accounting estimates and assumptions relating to equity-settled share-based payments would
have no impact on the carrying amounts of assets and liabilities within the next annual reporting
period but may impact profit or loss and equity.
Fair value measurement hierarchy
The consolidated entity is required to classify all assets and liabilities, measured at fair value, using a
three level hierarchy, based on the lowest level of input that is significant to the entire fair value
measurement, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or
liabilities that the entity can access at the measurement date; Level 2: Inputs other than quoted
prices included within Level 1 that are observable for the asset or liability, either directly or indirectly;
and Level 3: Unobservable inputs for the asset or liability. Considerable judgement is required to
determine what is significant to fair value and therefore which category the asset or liability is placed
in can be subjective.
The fair value of assets and liabilities classified as level 3 is determined by the use of valuation
models. These include discounted cash flow analysis or the use of observable inputs that require
significant adjustments based on unobservable inputs.
Estimation of useful lives of assets
The consolidated entity determines the estimated useful lives and related depreciation and
amortisation charges for its property, plant and equipment and finite life intangible assets. The useful
lives could change significantly as a result of technical innovations or some other event. The
depreciation and amortisation charge will increase where the useful lives are less than previously
estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold
will be written off or written down.
Impairment of non-financial assets other than goodwill and other indefinite life intangible assets
The consolidated entity assesses impairment of non-financial assets other than goodwill and other
indefinite life intangible assets at each reporting date by evaluating conditions specific to the
consolidated entity and to the particular asset that may lead to impairment. If an impairment trigger
exists, the recoverable amount of the asset is determined. This involves fair value less costs of disposal
or value-in-use calculations, which incorporate a number of key estimates and assumptions.
It is reasonably possible that the underlying metal price assumption may change which may then
impact the estimated life of mine determinant and may then require a material adjustment to the
carrying value of mining plant and equipment, mining infrastructure and mining development assets.
Furthermore, the expected future cash flows used to determine the value-in-use of these assets are
inherently uncertain and could materially change over time. They are significantly affected by a
number of factors including reserves and production estimates, together with economic factors such
as metal spot prices, discount rates, estimates of costs to produce reserves and future capital
expenditure.
Income tax
The consolidated entity is subject to income taxes in the jurisdictions in which it operates. Significant
judgement is required in determining the provision for income tax. There are many transactions and
calculations undertaken during the ordinary course of business for which the ultimate tax
determination is uncertain. The consolidated entity recognises liabilities for anticipated tax audit
issues based on the consolidated entity's current understanding of the tax law. Where the final tax
outcome of these matters is different from the carrying amounts, such differences will impact the
current and deferred tax provisions in the period in which such determination is made.
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences only if the consolidated
entity considers it is probable that future taxable amounts will be available to utilise those temporary
differences and losses.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
41
CATALYST METALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended 30 June 2014
2.
CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS (Continued)
Exploration and evaluation costs
The Group's accounting policy for exploration and evaluation is set out in note 1(i). The application
of this policy necessarily requires management to make certain estimates and assumptions as to
future events and circumstances, in particular the assessment of whether economic quantities of
reserves may be found. Any such estimates and assumptions may change as new information
becomes available. If, after having capitalised expenditure under the Group’s policy, management
concludes that the Group is unlikely to recover the expenditure by future exploitation or sale, then
the relevant capitalised amount will be written off to the income statement.
3.
Revenue
Interest received
4.
Expenses
Loss before income tax includes the following specific
expenses:
Directors fees
Exploration written off (refer note 1(i))
Share based payments (refer note 17)
Depreciation
5.
Earnings per Share
2014
$
2013
$
32,094
32,094
55,946
55,946
186,690
357,859
64,003
640
196,200
425,116
85,260
3,238
2014
No. of Shares
2013
No. of Shares
Weighted average number of ordinary shares for basic and
diluted earnings per share (i)
47,881,667
46,396,568
(i)
In 2014 diluted earnings per share were calculated after classifying all options on issue
remaining unconverted at 30 June 2014 as potential ordinary shares. As at 30 June 2014,
the Group had 916,667 options over unissued capital and has incurred a net loss. As the
notional exercise prices of these options is greater than the current market price of the
shares, they have not been included in the calculations of the diluted earnings per share
as they are anti-dilutive for all periods presented.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
42
CATALYST METALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended 30 June 2014
6.
Income tax
Loss before tax
Prima facie tax on operating loss before income
tax at 30%
(1,023,864)
(1,007,381)
307,159
302,214
2014
$
2013
$
Tax effect of:
- non deductible items
- deductible capital raising expenditure
Deferred tax asset not brought to account at the
reporting date as realisation of the benefit is not
probable
Income tax attributable to operating loss
Unrecognised deferred tax balances
(108,614)
-
(55,950)
-
(198,545)
(246,264)
-
-
The Group has $8,581,886 (2013: $7,920,069) tax losses arising in Australia that are available
indefinitely for offset against future profit of the companies in which the losses arose.
The potential deferred tax asset of $2,574,566 (2013: $2,376,201), arising from tax losses and
temporary differences (as disclosed above), has not been recognised as an asset because
recovery of tax losses and temporary differences is not considered probable.
The potential deferred tax asset will only be obtained if:
-
-
-
the relevant Group derives future assessable income of a nature and an amount sufficient
to enable the benefit to be realised;
the relevant Group continues to comply with the conditions for deductibility imposed by
tax legislation; and
no changes in tax legislation adversely affect the relevant Group in realising the benefit
from the deduction for the losses.
7.
Cash and cash equivalents
Cash at bank
8.
Trade and other receivables
Sundry debtors
2014
$
2013
$
1,031,251
1,114,656
36,061
33,488
Fair value and credit risk
Due to the short term nature of the receivables, their carrying value is assumed to approximate
their fair value.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
43
CATALYST METALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended 30 June 2014
9.
Property, plant and equipment
Computer
equipment
$
Furniture, fittings
and equipment
$
Total
$
Year ended 30 June 2014
Opening net book amount 1 July 2013
Additions
Disposals
Depreciation charge
Closing net book amount 30 June 2014
At 30 June 2014
Cost or fair value
Accumulated depreciation
Net book amount
Year ended 30 June 2013
Opening net book amount 1 July 2012
Additions
Disposals
Depreciation charge
Closing net book amount 30 June 2013
At 30 June 2013
Cost or fair value
Accumulated depreciation
Net book amount
714
-
-
(640)
74
20,602
(20,528)
74
3,952
-
-
(3,238)
714
20,602
(19,888)
714
10.
Exploration and evaluation expenditure
Opening balance
Additions
Exploration written off (refer note 1(i))
Closing balance
11.
Trade and other payables
Current Payables
Trade creditors
Accruals
-
-
-
-
-
11,572
(11,572)
-
-
-
-
-
-
11,572
(11,572)
-
714
-
-
(640)
74
32,174
(32,100)
74
3,952
-
-
(3,238)
714
32,174
(31,460)
714
2014
$
-
2013
$
-
357,184
(357,184)
425,116
(425,116)
-
-
98,331
187,025
285,356
104,676
166,700
271,376
Due to the short term nature of these payables, their carrying value is assumed to approximate
their fair value. Trade and other payables are non-interest bearing and normally settled on
30-day terms.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
44
CATALYST METALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended 30 June 2014
12.
Contributed Equity
(a) Share capital
Ordinary shares
Fully paid
(b) Other equity securities
Options – Unlisted
Performance Rights - Unlisted
Total contributed equity
(c) Movements in Ordinary Shares
Details
Balance at 30 June 2012
Issue of shares –
Exercise of options
Issue of shares –
Exercise of listed options
Issue of shares –
B Kay Performance Rights
2014
Number
2014
$
2013
Number
2013
$
(c)
50,301,700
9,453,634
47,053,033
8,589,225
(d)
(d)
916,667
350,000
-
-
1,750,000
350,000
-
-
9,453,634
8,589,225
Number of
Shares
46,071,298
Issue
Price
$
8,216,958
250,000
$0.300
75,000
381,735
$0.500
190,867
350,000
$0.304
106,400
Balance at 30 June 2013
47,053,033
8,589,225
Issue of shares -
Providence Gold & Minerals
Issue of shares –
Directors in lieu of fees
Issue of shares –
Placement
Issue of shares –
Exercise of unlisted options
Capital raising expenses
Balance at 30 June 2014
(d) Movements in other equity
securities
Details
Listed Options
Balance at 30 June 2012
Exercise of options
Expiry of options
Balance at 30 June 2013
Balance at 30 June 2014
250,000
$0.335
83,750
332,000
$0.320
106,240
1,666,667
$0.300
500,000
1,000,000
$0.200
-
50,301,700
200,000
(25,581)
9,453,634
Number of
Options
Issue
Price
5,758,988
381,735
5,377,253
-
-
$
-
-
-
-
-
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
45
CATALYST METALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended 30 June 2014
12.
Contributed Equity (Continued)
(d) Movements in other equity
securities (Continued)
Details
Unlisted Options
Balance at 30 June 2012
Exercise of options
Balance at 30 June 2013
Issue of options
Exercise of options
Balance at 30 June 2014
Details
Performance Rights
Balance at 30 June 2012
Vested during period
Balance at 30 June 2013
Balance at 30 June 2014
(e) Ordinary shares
Number of
Options
Issue
Price
-
2,000,000
(250,000)
1,750,000
166,667
(1,000,000)
916,667
Number of
Rights
Issue
Price
700,000
(350,000)
350,000
350,000
$
-
-
-
-
-
-
$
-
-
-
On a show of hands, every member present in person or by proxy shall have one vote and, upon
a poll, each share shall have one vote.
(f) Options
Unlisted Options
Options over ordinary fully paid shares exercisable:
- at 30 cents each on or before 30 June 2015
- at 30 cents each on or before 30 June 2016
Number
750,000
166,667
916,667
(g) Performance Rights
350,000 Performance Rights will vest on the date that the Company, through Kite Gold Pty Ltd,
becomes entitled to a 60% interest in each of exploration licences EL4525 and EL5295 under the
Four Eagles Heads of Agreement.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
46
CATALYST METALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended 30 June 2014
12.
Contributed Equity (Continued)
(h) Capital risk management
When managing capital, management’s objective is to ensure the entity continues as a going
concern as well as to maintain optimal returns to shareholders and benefits for other
stakeholders. Management also aims to maintain a capital structure that ensures the lowest cost
of capital available to the entity.
In order to maintain or adjust the capital structure, the entity may adjust the amount of dividends
paid to shareholders, return capital to shareholders, issue new shares, enter into joint ventures or
sell assets.
The entity does not have a defined share buy-back plan.
No dividends were paid in 2014 and no dividends are expected to be paid in 2015.
There is no current intention to incur debt funding on behalf of the Group as on-going exploration
expenditure will be funded via cash reserves, equity or joint ventures with other companies.
The Group is not subject to any externally imposed capital requirements.
(i)
Details of subsidiaries
Details of the Group’s subsidiaries at 30 June 2014 are:
Name of subsidiary
Principal activity
Place of
incorporation and
operation
Proportion of
ownership interest
and voting power
held
Silkfield Holdings Pty Ltd
Mineral Exploration
Australia
Kite Gold Pty Ltd
Mineral Exploration
Australia
Kite Operations Pty Ltd
Mineral Exploration
Australia
100%
100%
100%
13.
Reserves & Accumulated Losses
(a)
Reserves
Share-based payments reserve
Balance at the beginning of the year
Transfer to contributed equity
Share-based payments expense
Balance at the end of the year
2014
$
164,005
-
64,003
228,008
2013
$
185,145
(106,400)
85,260
164,005
The share-based payments reserve records the value of share options issued by the Group.
(b)
Accumulated losses
Balance at the beginning of the year
Loss for the year
Balance at the end of the year
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
(7,875,748)
(1,023,864)
(6,868,367)
(1,007,381)
(8,899,612)
(7,875,748)
47
CATALYST METALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended 30 June 2014
14.
Notes to the Cash Flow Statement
(a) Reconciliation of net cash used in operating activities
to operating loss after income tax
2014
$
2013
$
Operating loss after tax
(1,023,864)
(1,007,381)
Add non-cash items:
Depreciation
Share based payment
Directors’ fees paid in shares
Exploration expenditure paid in shares
Changes in net assets and liabilities
Decrease/(Increase) in receivables
(Decrease)/Increase in payables
640
64,003
106,240
83,750
3,238
85,260
-
(2,573)
13,980
70,906
(77,235)
Net cash outflow from operating activities
(757,824)
(925,212)
(b) Non-cash financing and investing activities
The Group did not have any non-cash financing or investing activities during the year (2013:
Nil).
15.
Key Management Personnel Compensation
(a) Directors and Specified Executives
The names and positions held by key management personnel in office at any time during the
year are:
Directors
S Boston
R Scrimgeour
G Schwab
B Kay
Non-Executive Chairman (appointed 1 September 2009)
Non-Executive Director (appointed 1 September 2009)
Non-Executive Director (appointed 8 December 2009)
Non-Executive Director (appointed 9 February 2011)
All of the above persons were also key management persons during the year ended 30 June
2014.
(b)
Key management personnel remunerations
Short-term employee benefits
Post-employment benefits
Share based payments
2014
213,900
35,550
64,003
313,453
2013
240,000
16,200
85,260
341,460
Detailed remuneration disclosures are provided in the Remuneration Report section of the
Director’s Report.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
48
CATALYST METALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended 30 June 2014
15.
Key Management Personnel Compensation (Continued)
(c)
Equity instrument disclosures relating to key management personnel
(i)
(ii)
Options provided as remuneration and shares issued on exercise of such options
Details of options provided as remuneration and share issued on the exercise of such
options, together with terms and conditions of the options, can be found in the
Remuneration Report section of the Directors’ Report.
Option holdings
The number of options over ordinary shares in the Company held during the year by each
director of the Company and other key management personnel, including their personally
related parties, are set out below:
2014
Directors
S Boston
R Scrimgeour
G Schwab
B Kay
2013
Directors
S Boston
R Scrimgeour
G Schwab
B Kay
Balance at
beginning of
year
-
-
-
250,000
Balance at
beginning of
year
680,995
500,160
-
584,852
Granted as
compensation
Exercised
Other
changes
Balance at
end of year
Vested and
exercisable
-
-
-
-
-
-
-
(250,000)
-
-
-
-
-
-
-
-
-
-
-
-
Granted as
compensation
Exercised
Other
changes (A)
Balance at
end of year
Vested and
exercisable
-
-
-
-
(20,000)
(140,000)
-
(660,995)
(360,160)
-
-
-
-
-
-
-
(250,000)
(84,852)
250,000
250,000
A.
Reflects listed options that expired on 15 January 2013.
(iii)
Shareholdings
Ordinary Shares
The number of ordinary shares in the Group held during the financial year by each
director and other key management personnel of the Group, including their
personally related parties, are set out below. There were no shares granted during the
year as compensation.
2014
Directors
S Boston
R Scrimgeour
G Schwab
B Kay
A.
Balance at
beginning of year
Purchased
Other changes
(A)
Balance at
end of year
5,504,135
4,587,500
-
1,278,808
-
-
-
-
115,000
93,000
-
5,619,135
4,680,500
-
374,000
1,652,808
This represents shares issued as a result of accrued directors’ fees from 2012/13 being
paid at the Company’s Annual General Meeting on 15 November 2013 and the
exercise of unlisted options by B Kay.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
49
2013
Directors
S Boston
R Scrimgeour
G Schwab
B Kay
A.
2014
Directors
S Boston
R Scrimgeour
G Schwab
B Kay
2013
Directors
S Boston
R Scrimgeour
G Schwab
B Kay
CATALYST METALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended 30 June 2014
15.
Key Management Personnel Compensation (Continued)
(c)
Equity instrument disclosures relating to key management personnel (Continued)
(iii)
Shareholdings (Continued)
Balance at
beginning of year
Purchased
Other changes
(A)
Balance at
end of year
5,447,947
4,001,278
-
678,808
36,188
446,222
-
-
20,000
140,000
-
5,504,135
4,587,500
-
600,000
1,278,808
This represents shares issued as a result of exercise of options during the financial year
plus the vesting of Performance Rights to Mr Kay.
Performance Rights
(iv)
The number of performance rights in the Company held during the financial year by each personally
related parties, are set out below:
Granted as
compensation
Vested
Other
changes (ii)
Balance at
end of year
Vested and
exercisable
Balance at
beginning of
year
-
-
-
350,000
-
-
-
-
Balance at
beginning of
year
Granted as
compensation
Vested
-
-
-
700,000
-
-
-
-
(350,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
350,000
-
-
-
-
Other
changes (ii)
Balance at
end of year
Vested and
exercisable
-
-
-
-
-
-
-
350,000
-
-
-
-
16.
Related Party Disclosures
Key Management Personnel
(i) Mr Boston’s directors’ fees for the years were $65,550 (2013: $65,400) of which $54,625 was
accrued and outstanding at year end. $10,876 was paid to Elshaw Pty Ltd during the year, a
company in which Mr Boston has a relevant interest.
(ii) Mr Kay’s directors’ fees for the year were $43,700 (2013: $43,600) of which $32,775 was accrued
and outstanding at year end. During the year, Mr Kay was also paid $52,800 (2013: $60,000) for
geological consulting work that is outside the scope of his directors’ duties.
(iii) Mr Scrimgeour’s directors’ fees for the year were $43,700 (2013: $43,600) all of which were
accrued and outstanding at year end.
(iv) Mr Schwab’s directors’ fees for the year were $43,700 (2013 $43,600) which have been paid in
full at year end.
The directors’ fees were not paid during the year to preserve the Company’s cash.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
50
CATALYST METALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended 30 June 2014
17.
Share based payments
The Company has adopted an Employee Share Option Plan that allows for share options to be
granted to eligible employees and officers of the Group. The number of share options that can
be issued under the plan cannot exceed 5% of the total number of shares on issue. The terms
and conditions of the share options issued under the plan are at the discretion of the Board.
No options were granted during the financial year.
Consultant options
The company has issued equity based payments to key corporate and strategic consultants of
the company to provide an incentive for their future involvement and commitment.
2014
2013
Number of
Options
Weighted
Average
Exercise
Price
$
Number of
Options
Weighted
Average
Exercise
Price
$
Opening amount
Exercised during the year
- Consultant options
Closing amount
1,750,000
0.24
2,000,000
0.25
(1,000,000)
750,000
0.20
0.30
(250,000)
1,750,000
0.30
0.24
2014
Issue date
Expiry date
Balance at
start of
year
Number
issued
during year
Number
exercised
during year
2 July 2010
2 July 2010
30 Jun 2014
30 Jun 2015
1,000,000
750,000
-
-
(1,000,000)
-
2013
Issue date
Expiry date
Balance at
start of
year
Number
issued
during year
Number
exercised
during year
2 July 2010
2 July 2010
30 Jun 2014
30 Jun 2015
1,000,000
1,000,000
-
-
-
(250,000)
Number
expired
during
year
-
-
Number
expired
during
year
-
-
Balance at
end of
year
-
750,000
Number
exercisable
at end of
year
-
750,000
Balance at
end of
year
1,000,000
750,000
Number
exercisable
at end of
year
1,000,000
750,000
The following table gives the assumptions made in determining the fair value of the options
granted:
Expiry date
Type
Dividend yield (%)
Expected price volatility (%)
Risk-free interest rate (%)
Expected life of options (years)
Option exercise price ($)
Share price at grant date
Number of options issued
30 Jun 2014
Consultant
-
50%
5.50%
4
$0.20
$0.09
1,000,000
30 Jun 2015
Consultant
-
50%
5.50%
5
$0.30
$0.09
1,000,000
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
51
CATALYST METALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended 30 June 2014
17.
Share based payments (Continued)
Performance Rights
The Company has adopted a Performance Rights Plan which allows for performance rights to be
granted to employees, Directors and consultants of the Group,(“Eligible Participants”) of the
Company by providing performance related incentives and rewards. Subject to certain criteria
being satisfied, the Board may offer Eligible Participants performance rights which upon vesting will
entitle the holder to one ordinary fully paid share in the Company for each performance right held.
During the 2012 financial year Mr Bruce Kay was awarded Performance Rights with the following
conditions:
a.
300,000 Performance Rights will vest on the date that the Company, through its wholly owned
subsidiary Kite Gold elects to continue after Phase 1 of the Four Eagles Heads of Agreement,
as evidenced by satisfaction of the relevant condition precedents to Phase 2, being the issue
and allotment of a further 750,000 Catalyst shares and payment of a further $100,000 in cash
to Providence; and
b.
700,000 Performance Rights will vest on the date that the Company, through Kite Gold,
becomes entitled to the transfer of a 50% interest in each of the exploration licences EL4525
and EL5295 under the Four Eagles Heads of Agreement.
On 19 March 2012, Mr Kay was issued with 300,000 ordinary fully paid shares in the Company when
the vesting condition for the 300,000 Performance Rights was satisfied.
On 15 April 2013 the Company agreed with Mr Kay to alter the Performance Rights conditions to
reflect the Amendment and Restatement Deed of the Heads of Agreement that was signed with
Providence. Under the terms of the revised Performance Rights, Mr Kay agreed to defer the
vesting and issue of 350,000 Performance Rights until the granting of the extension of EL4525 from
20 January 2013 had been granted and Catalyst, through Kite Gold, becomes entitled to a 60%
interest in the Four Eagles Gold Project.
On 17 June 2013, Mr Kay was issued with 350,000 ordinary fully paid shares in the Company when
Kite Gold became entitled to the transfer of a 50% interest in EL4525 and EL5295.
The Performance Rights have been valued at $0.304 each based on the following assumptions:
Each Performance Right will vest (otherwise the Performance Rights have a nil value)
The initial undiscounted value of each Performance Right is effectively the value of an
underlying share in the Company and the valuation is based on the price range that Catalyst
shares traded on ASX during July 2011
No discount is applied for the vesting conditions, as these are not market based performance
conditions
A discount of 20% is applied to general restrictions, such as non-listed status, non-voting rights,
no dividend rights and no rights to surplus on a winding-up, which result in a lesser value than
an ordinary share
Vesting periods have not been taken into account.
Providence Gold & Minerals Pty Ltd
On 15 August 2013,,
signed on
24 December 2010 with Providence , Catalyst satisfied the Phase 3 condition precedents by issuing
250,000 ordinary fully paid shares to Providence and paying $30,000.
the Heads of Agreement
in accordance with
Directors Shares
On 15 November 2013, at the Company’s 2013 Annual General Meeting, shareholders approved
the issue of 332,000 ordinary fully paid shares to Messrs Boston, Scrimgeour and Kay in lieu of
outstanding directors’ fees for the 2012/13 financial year. The market price at the date of issue of
the shares was $0.32 per share.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
52
CATALYST METALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended 30 June 2014
18.
Auditors’ Remuneration
Amounts received or due and receivable by the auditors
for:
Auditing accounts
Other services
19.
Commitments
There were no outstanding commitments, which are not
disclosed in the financial statements as at 30 June 2014
other than:
(a) Tenement commitments
No later than 1 year
Later than 1 year but not later than 5 years
20.
Financial Instruments
2014
$
2013
$
22,400
-
22,400
24,750
-
24,750
2014
$
2013
$
181,900
129,500
-
-
181,900
129,500
Notes
Floating
Interest
Rate
1 year or
less
Over 1-5
years
$
$
Non-
interest
bearing
$
Total
$
2014
Financial assets
Cash and cash
equivalents
Trade and other
receivables
Total financial assets
Financial liabilities
Trade and other
payables
Total financial liabilities
7
8
11
3.13%
1,031,251
-
-
1,031,251
-
-
Net financial assets
1,031,251
-
-
-
-
-
-
-
1,031,251
36,061
36,061
36,060
1,067,312
285,356
285,356
285,356
285,356
(249,295)
781,956
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
53
CATALYST METALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended 30 June 2014
20.
Financial Instruments (continued)
Notes
Floating
Interest
Rate
1 year or
less
Over 1-5
years
$
$
Non-
interest
bearing
$
Total
$
2013
Financial assets
Cash and cash
equivalents
Trade and other
receivables
Total financial assets
Financial liabilities
Trade and other
payables
Total financial liabilities
7
8
11
3.71%
1,114,656
-
-
1,114,656
-
-
Net financial assets
1,114,656
Reconciliation of net financial assets to net assets
Net Financial Assets
Property, plant & equipment
Exploration expenditure
Net Assets
-
-
-
-
-
-
-
1,114,656
33,488
33,488
33,488
1,148,144
271,376
271,376
271,376
271,376
(237,888)
876,768
2014
$
2013
$
781,956
876,768
74
-
714
-
782,030
877,482
The Group’s principal financial instruments comprise cash, short-term deposits and financial assets
at fair value through comprehensive income.
The main purpose of these financial instruments is to finance the Group’s operations. The Group
has various other financial assets and liabilities such as sundry receivables, and trade payables,
which arise directly from its operations.
The main risks arising from the Group’s financial instruments are cash flow interest rate risk and
equity price risk. Other minor risks are either summarised below and Note 12 with respect to capital
risk management. The Board reviews and agrees policies for managing each of these risks.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
54
CATALYST METALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended 30 June 2014
20.
Financial Instruments (Continued)
Market Risks
Interest rate risks
The Group’s exposure to the risks of changes in market interest rates relates primarily to the
Group’s short-term deposits with a floating interest rate. These financial assets with variable rates
expose the Group to cash flow interest rate risk. All other financial assets and liabilities in the
form of receivables and payables are non-interest bearing. The Group does not engage in any
hedging or derivative transactions to manage interest rate risk.
Interest rate sensitivity
At 30 June 2014, if interest rates had changed by 100 basis points during the entire year with all
other variables held constant, profit for the year and equity would have been $10,254 (2013:
$11,146) lower/higher, mainly as a result of lower/higher interest income from cash and cash
equivalents.
A sensitivity of 100 basis points has been selected as this is considered reasonably possible in the
current economic environment. Based on the sensitivity analysis only interest revenue from
variable rate deposits and cash balances are impacted resulting in a decrease or increase in
overall income.
Credit risk
The maximum exposure to credit risk at balance date is the carrying amount (net of provision
of doubtful debts) of those assets as disclosed in the balance sheet and notes to the financial
statements. The Group has adopted a policy of only dealing with creditworthy counterparties
and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of
financial loss from defaults. The Group’s exposure and the credit ratings of its counterparties
are continuously monitored and the aggregate value of transactions concluded is spread
amongst approved counterparties.
Liquidity risk
The responsibility for liquidity risk management rests with the Board of Directors. The Group
manages liquidity risk by maintaining sufficient cash or credit facilities to meet the operating
requirements of the business and investing excess funds in highly liquid short term investments.
21.
Segment Information
The Group operates predominantly in one business segment and in one geographical
location. The operations of the Group consist of mineral exploration, within Australia.
22.
Subsequent Events
On 12 September 2014, the Company announced that all conditions precedent to the Heads
of Agreement with Navarre Minerals Limited (Navarre)had been satisfied and completion has
occurred. Under the Heads of Agreement, Catalyst has the right ot earn a 51% equity interest
in the Tandarra Gold Project located north of Bendigo in Victoria. In accordance with the
terms of the agreement, Catalyst issued 250,000 ordinary fully paid shares to Navarre and
made a cash payment of $50,000 (exc. GST). Otherwise, there have been no other
subsequent events since the end of the financial year.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
55
CATALYST METALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended 30 June 2014
23.
Contingent Liabilities and Contingent Assets
The Group does not have any contingent liabilities or contingent assets at 30 June 2014.
24.
Parent Entity Disclosure
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Contributed equity
Share based payments reserve
Accumulated losses
Total equity
2014
$
2013
$
1,046,820
1,138,042
1,046,996
1,138,858
275,356
261,376
275,356
261,376
9,453,634
228,008
(8,910,002)
8,589,225
164,005
(7,875,748)
771,640
877,482
Loss for the year
(1,034,254)
(1,007,381)
Total comprehensive income
(1,034,254)
(1,007,381)
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
56
CATAL
LYST META
ALS LIMIT
ED
DIRECT
TORS’ DEC
N
CLARATION
The Direc
ctors of the C
Company de
eclare that in
the opinion
of the Direct
ors:
1.
2.
3.
4.
the financial
t
statements a
and notes ar
re in accorda
ance with the
e Corporatio
ons Act 2001 a
and:
(a) comply
with Accoun
nting Standa
rds and the C
Corporations
s Regulations
s 2001; and
(b) give a t
and of i
true and fair
ts performan
view of the
nce for the ye
consolidated
ear then end
d entity’s fina
ed;
ancial positio
on as at 30 J
une 2014
the financial
t
Standards, a
S
l statements
s disclosed in
and notes t
n Note 1;
thereto also
comply with
Internationa
al Financial R
Reporting
t
the directors
Act 2001; an
A
s have been
d
given the d
declarations
required by
section 295A
A of the Cor
rporations
t
there are rea
when they b
w
asonable gro
ecome due
ounds to be
and payable
lieve that th
e.
e Group will
be able to
pay its deb
ts as and
This decl
aration is ma
ade in accord
dance with a
a circular res
olution of the
e Board of Di
irectors.
Stephen
Chairma
Boston
an
Dated a
t Perth this 30
0th day of Sep
ptember 201
4
57
Catalyst Met
tals Limited ABN 54
118 912 495 Annua
al Report 2014
RSM Bird Cameron Partners 8 St George’s Terrace Perth WA 6000 GPO Box R1253 Perth WA 6844 T +61 8 9261 9100 F +61 8 9261 9101 www.rsmi.com.au Liability limited by a scheme approved under Professional Standards Legislation Major Offices in: Perth, Sydney, Melbourne, Adelaide and Canberra ABN 36 965 185 036 RSM Bird Cameron Partners is a member of the RSM network. Each member of the RSM network is an independent accounting and advisory firm which practises in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CATALYST METALS LTD Report on the Financial Report We have audited the accompanying financial report of Catalyst Metals Ltd, which comprises the consolidated statement of financial position as at 30 June 2014, the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors' declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year. Directors’ Responsibility for the Financial Report The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In Note 1(b), the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards. Auditor’s Responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. 58 Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of Catalyst Metals Ltd, would be in the same terms if given to the directors as at the time of this auditor's report. Opinion In our opinion: (a) the financial report of Catalyst Metals Ltd is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2014 and of its performance for the year ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and (b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1(b). Report on the Remuneration Report We have audited the Remuneration Report contained within the directors’ report for the year ended 30 June 2014. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Opinion In our opinion the Remuneration Report of Catalyst Metals Ltd for the year ended 30 June 2014 complies with section 300A of the Corporations Act 2001. RSM BIRD CAMERON PARTNERS Perth, WA JAMES KOMNINOS Dated: 30 September 2014 Partner 59 CATALYST METALS LIMITED
CORPORATE GOVERNANCE STATEMENT
A description of the Company’s main corporate governance practices is set out below. These
practices, unless otherwise stated, were in place for the entire financial year. Copies of relevant
corporate governance policies and charters are available in the corporate governance section of the
Company’s web-site at www.catalystmetals.com.au.
Good corporate governance will evolve with the changing circumstances of a company and must be
tailored to meet these circumstances. Catalyst Metals Limited is a junior exploration company which
currently operates with no permanent staff and no executive directors.
BOARD OF DIRECTORS
The Board is responsible for guiding and monitoring the Company on behalf of shareholders by whom
they are elected and to whom they are accountable. The Board’s primary role is to formulate the
strategic direction of the Company and to oversee the Company’s business activities and
management.
The Company has established functions reserved for the Board and those to be delegated to senior
management, as set out in the Company’s Board charter. The charter states that the Board is
responsible for:
the overall strategic direction and leadership of the Company;
approving and monitoring management implementation of objectives and strategies;
approving the annual strategic plan and monitoring the progress of both financial and non-financial
performance;
the corporate governance of the Company, and
the establishment and maintenance of a framework of internal control and appropriate ethical
standards for the management of the Company.
Due to the level and nature of the Company’s current activities, there is presently no designated
Managing Director position within the Company. A Managing Director will be appointed for the
Company when the level of activities and circumstances warrant. Upon the appointment of a
Managing Director, day to day management of the Company’s affairs and the implementation of
corporate strategies will be formally delegated by the Board to the Managing Director.
Board composition and independence
The Board charter states that the Board is to comprise an appropriate mix of both executive and non-
executive directors and where possible, the roles of Chairman and Managing Director are not to be
combined.
The Company has a four member Board comprising four non-executive directors, including the
Chairman. Mr Boston and Mr Scrimgeour are not considered independent by virtue of their respective
major shareholdings in the Company, neither is Mr Kay by virtue of financial remuneration during the
year. Mr Schwab is considered an independent director based on the principles set out below.
Board members should possess complementary business disciplines and experience aligned with the
Company’s objectives, with a number of directors being independent and where appropriate, major
shareholders being represented on the Board. Under present circumstances, there is not a majority of
directors classified as being independent, according to ASX guidelines. Where any director has a
material personal interest in a matter, the director must declare his interest and is not permitted to be
present during discussions or to vote on the matter.
The current composition of the Board is considered suitable for the Company’s current size and level of
operations and includes an appropriate mix of skills, expertise and experience relevant to the
Company’s business. Details of the experience, qualifications and term of office of directors are set out
in the Directors’ Report.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
60
CATALYST METALS LIMITED
CORPORATE GOVERNANCE STATEMENT
Having regard to the share ownership structure of the Company, it is considered appropriate by the
Board that a major shareholder may be represented on the Board and if nominated, hold the position
of Chairman. Such appointment would not be deemed to be independent under ASX guidelines. The
Chairman is expected to bring independent thought and judgement to his role in all circumstances.
Where matters arise in which there is a perceived conflict of interest, the Chairman must declare his
interest and abstain from any consideration or voting on the relevant matter.
The Board has adopted ASX recommended principles in relation to the assessment of directors’
independence, which identifies shareholdings, executive roles and contractual relationships which may
affect independent status. Financial materiality thresholds used in the assessment of independence are
set at 10% of the annual gross expenditure of the Company and/or 25% of the annual income or
business turnover of the director.
Directors have the right, in connection with their duties and responsibilities, to seek independent
professional advice at the Company’s expense, subject to the prior written approval of the Chairman,
which shall not be unreasonably withheld.
Performance assessment
The Board has adopted a policy for an annual self-assessment of its collective performance, the
performance of individual directors and of Board committees. The Chairman meets with each non-
executive director separately to discuss individual performance and the Board as a whole discusses and
analyses its performance over the previous 12 months and examines ways in which the Board can
better perform its duties. No formal assessment was undertaken during the year, however, the
Chairman assesses the performance of the Board, individual directors and Board committees on an
ongoing basis and undertakes informal appraisals with relevant directors.
The performance of senior executives will be reviewed annually by the Board through a formal
performance appraisal and interview. Currently, the Board is collectively responsible for the evaluation
of any senior executives. Executive remuneration and other terms of employment will be reviewed
annually by the Board having regard to performance, relevant comparative information and where
appropriate, expert advice. The Company does not presently have any senior executive positions and
accordingly, no formal evaluation of senior executive performance was undertaken during the year.
BOARD COMMITTEES
The Board has established a separate audit committee. Matters determined by the committee are
submitted to the full Board as recommendations for Board consideration.
Membership of the audit committee comprises two non-executive directors, Mr Schwab (chairman)
and Mr Scrimgeour. Details of the qualifications of committee members and attendance at audit
committee meetings are set out in the Directors’ Report.
The audit committee operates in accordance with a written charter. The audit committee oversees
accounting and reporting practices and is also responsible for:
reviewing and approving statutory financial reports and all other financial information distributed
externally;
co-ordination and appraisal of the quality of the audits conducted by the Company’s external
auditor;
determination of the independence and effectiveness of the external auditor;
assessment of whether non-audit services have the potential to impair the independence of the
external auditor;
reviewing the adequacy of the reporting and accounting controls of the Company.
The current size of the Board and the stage of development of the Company do not warrant the
establishment of separate remuneration or nomination committees. The directors as a whole are
responsible for the functions normally undertaken by these committees. In circumstances where the
growth or complexity of the Company changes, the establishment of separate committees will be
reconsidered.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
61
CATALYST METALS LIMITED
CORPORATE GOVERNANCE STATEMENT
The Board reviews all remuneration policies and practices for the Company, including overall strategies
in relation to executive remuneration policies and compensation arrangements for any executive
directors and senior management, as well as all equity based remuneration plans. The structure for the
remuneration of non-executive directors and senior executives is separate and distinct. Details of the
Company’s remuneration policies are set out in the Remuneration Report section of the Directors’
Report.
Board nomination procedures
The current size of the full Board permits it to act as the nomination committee and to regularly review
membership. When a Board vacancy occurs, the Board identifies the particular skills, experience and
expertise that will best complement Board effectiveness and then undertakes a selection process to
identify candidates who can meet those criteria.
EXTERNAL AUDITORS
RSM Bird Cameron was appointed as external auditors in May 2006. The current audit engagement
partner has conducted the audit since December 2011 with rotation due no later than five years from
that date. The performance of the external auditors is reviewed annually.
The external auditors provide an annual declaration of their independence to the Board. The auditors
are requested to attend annual general meetings and be available to answer shareholder questions
about the conduct of the audit and the preparation and content of the audit report.
Corporate reporting
The chief executive officer (or equivalent) and chief financial officer provide a declaration to the Board
that the Company’s external financial reports present a true and fair view of the Company’s financial
condition and operational results and that the declaration in relation to the integrity of the Company’s
external financial reports is founded on sound risk management and internal control systems and that
those systems are operating effectively in relation to financial reporting risks.
RISK MANAGEMENT
The Board is responsible for the oversight of the Company’s risk management and control framework.
Responsibility for control and risk management will be delegated in the future to the appropriate level of
management within the Company with the Managing Director (or equivalent) having ultimate
responsibility to the Board for the risk management and control framework.
The Company’s risk management systems are evolving and it is recognised that the extent of the
systems will develop with the growth in the Company’s activities. Internal controls are designed to
manage both the effectiveness and efficiency of significant business processes, the safeguarding of
assets, the maintenance of proper accounting records and the reliability of financial and non-financial
information.
As the Board currently has responsibility for the monitoring of risk management it has not required a
formal report regarding the material risks and whether those risks are managed effectively.
CODE OF CONDUCT
A formal code of conduct has been established and applies to all directors and employees, to guide
compliance with the legitimate interests of all stakeholders. The code aims to encourage the
appropriate standards of conduct and behaviour of the directors, employees and contractors of the
Company. All personnel are expected to act with integrity and objectivity, striving at all times to
enhance the reputation and performance of the Company.
The Company’s share trading policy prohibits the purchase or disposal of securities by directors, senior
executives and other designated persons in the period of one week prior to the release of quarterly
reports and the Company’s annual and half-year financial results. Any proposed transactions to be
undertaken must be notified to the Chairman in advance. Directors are also required to immediately
advise the Company of any transactions conducted by them in the securities of the Company.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
62
CATALYST METALS LIMITED
CORPORATE GOVERNANCE STATEMENT
Where the Company grants securities under an equity based remuneration scheme, participants are
prohibited from entering into arrangements for the hedging, or otherwise limiting their exposure to risk in
relation to unvested shares, options or rights issued or acquired under the scheme.
EMPLOYMENT DIVERSITY
The Board recognises the benefits of achieving an appropriate mix of diversity on its Board and
throughout the Company as a means of enhancing the Company's performance and organisational
capabilities. However, due to the current size and stage of development of the Company and there
being no permanent employees, the Board has elected not to establish a formal diversity policy at this
stage.
The Company aims to achieve an appropriate mix of diversity on its Board, in senior management and
throughout the organisation. The Board has determined that no specific measurable objectives will be
established until such time as the number of employees and level of activities of the Company increases
to a level sufficient to enable meaningful and achievable objectives to be developed.
The appropriate mix of skills and diversity for membership of the Board is considered as part of ongoing
nomination and succession planning and which
recognises the value of balanced gender
representation.
The Board currently comprises four directors, none of whom are female. The Company Secretary and
the Chief Financial Officer are both male. There are no other officers or employees of the Company.
CONTINUOUS DISCLOSURE AND SHAREHOLDER COMMUNICATIONS
The Company has a formal written policy for the continuous disclosure of any price sensitive information
concerning the Company. The Board has also adopted a formal written policy covering arrangements
to promote communications with shareholders and to encourage effective participation at general
meetings.
The Chairman and Company Secretary have been nominated as the Company’s primary disclosure
officers. All information released to the ASX is posted on the Company’s web-site immediately after it is
disclosed to the ASX. When analysts are briefed on aspects on the Company’s operations, the material
used in the presentation is released to the ASX and posted on the Company’s web-site.
All shareholders are entitled to elect to receive a printed copy of the Company’s annual report. In
addition, the Group makes all market announcements, media briefings, details of shareholders’
meetings, press releases and financial reports available on the Company’s web-site.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
63
CATALYST METALS LIMITED
ADDITIONAL INFORMATION
The following information was reflected in the records of the Company as at 11 September 2014.
Distribution of share and option holders
1
1,001
5,001
10,001
- 1,000
- 5,000
- 10,000
- 100,000
100,001 and over
Including holdings of less than a marketable parcel
Number of holders
Fully paid
shares
36
34
38
100
62
270
31
Substantial shareholders
The following shareholders have lodged a notice of substantial shareholding in the Group.
Shareholder
Trapine Pty Ltd
Drill Investments Pty Ltd
Robin Scrimgeour
Gavin Caudle
Kenneth Raymond Teagle
Toby Mountjoy
Twenty largest holders of fully paid shares
Shareholder
Drill Investments Pty Ltd
Trapine Pty Ltd
Robin Scrimgeour
Gavin Caudle
Kenneth Raymond Teagle
Toby Mountjoy
Chepalix Pty Ltd
Providence Gold & Minerals Pty Ltd
National Nominees Ltd
Kimberley Downs Pty Ltd
Bruce Kay & Henriette Kay
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12. Vestcourt Pty Ltd
Bruce David Kay
13.
14. HSBC Custody Nominees (Australia) Ltd
15.
16.
17.
18.
19.
20.
John Paul Sisterson
Roger George Davis
Lafferty AH ATF
Elshaw Pty Ltd
Lindway Investments Pty Ltd
Invia Custodian Pty Ltd
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
Number of shares
%
5,484,135
4,946,667
4,587,500
3,873,625
3,424,294
2,928,126
Shares
4,946,667
4,766,273
4,680,500
3,873,625
3,518,783
2,395,995
2,375,600
1,775,000
1,575,962
887,063
878,808
787,500
774,000
715,500
699,731
688,625
676,898
582,096
537,500
535,000
10.90
9.83
9.12
7.70
6.81
5.82
%
9.83
9.48
9.30
7.70
7.00
4.76
4.72
3.53
3.13
1.76
1.75
1.57
1.54
1.42
1.39
1.37
1.35
1.16
1.07
1.06
37,671,126
74.89
64
CATALYST METALS LIMITED
ADDITIONAL INFORMATION
Classes of shares and voting rights
At meetings of members or classes of members, each member entitled to vote may vote in person or by
proxy or attorney. On a show of hands every holder of ordinary shares present at a meeting in person or by
proxy is entitled to one vote, and on a poll, every person present in person or by proxy has one vote for
each ordinary share held.
Unquoted securities
The following classes of unquoted securities are on issue:
Security
on issue Name of holder
Number
%
Number Holders of greater than 20% of each class of
security
Options over fully paid shares exercisable:
- at 30 cents each on or before 30.06.15
750,000 John Arbuckle
Frank Campagna
375,000
375,000
50.0
50.0
- at 30 cents each on or before 30.06.16
167,667 Drill Investments Pty Ltd
167,667
100.0
Performance Rights (i)
350,000 Bruce Kay
350,000
100.0
(i) Vest on the date that the Company, through Kite Gold Pty Ltd, becomes entitled to a 60% interest
in each of exploration licences EL4525 and EL5295 under the Four Eagles Heads of Agreement.
Tenement directory
Project
Tenement number
Beneficial interest
Victoria
Everton
Four Eagles
Four Eagles
Tandarra
Sebastian
Sebastian
Raydarra
Pyramid
Raydarra East
EL4866
EL4525
EL5295
EL4897
EL4536
EL4974
EL5266
EL5508
EL5509
100%
50%
50%
Earning 51%
51%
51%
Earning 51%
50%
100%
Competent person statement
The information in this report that relates to exploration results is based on information compiled by Mr
Bruce Kay, a Competent Person, who is a Fellow of the Australasian Institute of Mining and Metallurgy. Mr
Kay is a non-executive director of the Company and has sufficient experience that is relevant to the style
of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify
as a Competent Person as defined in the 2012 Edition of the Australasian Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves (the JORC Code). Mr Kay consents to the
inclusion in the report of the matters based on his information in the form and context in which it appears.
Much of the information relating to the Four Eagles project was prepared and first disclosed under the
JORC Code 2004. This information has not been updated since to comply with the JORC Code 2012 on
the basis that the information has not materially changed since it was reported.
Information relating to the Tandarra project was first disclosed by previous tenement holders under the
JORC Code 2004. This information has been subsequently reported by the Company in accordance with
the JORC Code 2012, refer to announcement dated 1 September 2014.
Catalyst Metals Limited ABN 54 118 912 495 Annual Report 2014
65