For personal use only1
Cullen Resources Limited
CORPORATE DIRECTORY
CONTENTS
Chairman's Report
Company Profile
Highlights
Exploration Review
Directors' Report
Corporate Governance Statement
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Comprehensive Income
Consolidated Statement of Cash Flows
Notes to the Financial Statements
Directors' Declaration
Independent Audit Report
Shareholder Information
2
3
4
5
17
27
30
31
32
33
34
56
57
59
ABN: 46 006 045 790
Directors
Denis Clarke (Non-executive Chairman)
Chris Ringrose (Managing Director)
John Horsburgh (Non-executive)
Grahame Hamilton (Non-executive)
Wayne Kernaghan (Non-executive)
Secretary
Wayne Kernaghan
Registered and Principal Office
Unit 4
7 Hardy Street
South Perth WA 6151
Telephone +61 (8) 9474 5511
Facsimile +61 (8) 9474 5588
Auditors
Ernst & Young
11 Mounts Bay Road
Perth WA 6000
Solicitors
HWL Ebsworth
Level 11 Westralia Plaza
167 St Georges Terrace
Perth WA 6000
Bankers
Westpac
Sydney NSW 2000
Securities Quoted
Australian Stock Exchange
Limited
Home Exchange - Sydney
ASX Code: CUL
Share Registry
Computershare Investor
Services
Level 3, 60 Carrington Street
Sydney NSW 2000
Telephone (02) 8234 5000
www.computershare.com
Email
cullen@cullenresources.com.au
Company Website
www.cullenresources.com.au
For personal use onlyChairman’s Report
2
DEAR FELLOW SHAREHOLDER
During the past year Cullen has responded to the on-going difficult market conditions for junior explorers and the
commodity price collapse by prioritising management of capital and optimising our property portfolio. We have
focussed on maintaining our participating interest in the advanced Mt Stuart Iron Ore Joint Venture and on exploring
for nickel sulphide and gold deposits in our wholly owned Mt Eureka project, both projects being located in Western
Australia.
The most significant developments in regards to the company's iron ore assets in the West Pilbara during the last
year have been the sharp decline in the iron ore price and the takeover of one of our joint venture parties, Aquila
Resources Limited, by Baosteel Resources Australia Pty Ltd (Baosteel) and Aurizon Operations Limited (Aurizon) in
July 2014. Baosteel is one of China's largest steel producers and Aurizon is a well-established logistics operator
across Australia with expertise in rail transportation.
Despite the drop in prices, all parties have pushed forward with the proposed major long life iron ore project. Work
has progressed on a Feasibility Study (“FS”) update (to JORC 2012 reporting standards) for the West Pilbara Iron
Ore Project (WPIOP), to include the Mt Stuart Iron Ore Joint Venture's (MSIOJV) deposits (owned 30% by Cullen).
During the year ~13,000m of drilling was completed by the MSIOJV at the Catho Well Channel Iron Deposit (CID) ,
and the resource estimate tonnage was increased by 64% to 161 Mt at 54.4% Fe (see Cullen's ASX announcement
10 March 2015). During the year the MSIOJV expended approximately $2.9 million (Cullen $900,000) to advance
the project. A feasibility study relating to a port and rail solution for the WPIOP is being undertaken by Aurizon and a
project progress decision is expected in December 2015. Cullen considers its iron ore interest to be of substantial
value.
Cullen's 450 square kilometre Mt Eureka Project is a first class nickel and gold exploration project. It covers
ultramafic rocks extending northward for ~40 kilometres from a group of new nickel sulphide discoveries by Rox
Resources Limited immediately south of our property boundary in such rocks. The region may be a new nickel
province. Cullen has completed ground EM surveying which has highlighted new bedrock conductors to be drill
tested for nickel sulphides. Gold prospectivity at Mt Eureka has also been highlighted and targets advanced. A 6km
long zone of favourable structures and geological settings for gold has been selected for drill testing. Our intentions
are to advance the Mt Eureka Project as fast as our finances allow.
Cullen also has two newly-granted tenements in the Dundas and Fraser Range region of south east Western
Australia, which is currently a “hot -spot” exploration target region for deposits of nickel-copper and gold. As reflected
by such acquisition of new properties, we retain our project generation opportunism.
Despite the prolonged downturn in the exploration sector we have steadfastly persisted over the past several years
remaining optimistic and committed to mineral deposit discovery. I thank shareholders for their continued support in
providing $1.75 million of new capital over the year. Our dedicated team of fellow directors, staff, consultants and
contractors are also thanked for their valuable contributions.
Dr. Denis Clarke, Chairman
For personal use only
3
Company Profile
Company Profile
Perth-based minerals explorer with:
- iron ore deposit, West Pilbara
- multi-commodity portfolio
- multiple JV partnerships
- innovative approaches
- motivated management
- experienced board
- new project in Dundas-Fraser Range
West Pilbara
Wyloo
Hardey Junction
Paraburdoo
Mt Eureka
Cue
Killaloe
Dundas
Forrestania
Perth
Minter
Gold
Tungsten
Nickel
Iron
Copper, gold
For personal use only4
Highlights
Highlights
2014/2015
Mt STUART JV, WA
IRON
MT EUREKA, WA
NICKEL & GOLD
Mineral Resource Estimate for the Catho Well Channel Iron Deposit
(CID) increased by 64% in tonnage to 161Mt @ 54.4% Fe, Baosteel's
successful takeover of Aquila in July 2014 has increased project
momentum.
2
~450m project area in North Eastern Goldfields - prospective for gold
and nickel. New ground EM surveys completed, with drill testing
planned of conductor plates for nickel sulphides, and shear zones with
geochemical anomalies to be drill tested for gold.
WYLOO JV, WA
IRON
Maiden Inferred Resource in Bedded Iron Deposit (BID) of 16.9Mt @
57.11% Fe. Tenements now sold to FMG Pilbara Pty Ltd as of 31 July
2015.
MURCHISON, WA
GOLD & BASE METALS
Project area ~30km east of Cue, covering the northern part of the
Tuckabianna - Webbs Patch greenstone sequence. Exploration targets
for gold and VMS-style base metal mineralisation in this underexplored
area. Some EM anomalies drilled, others remain untested.
KILLALOE JV
GOLD & COPPER
Targeting nickel sulphide and gold deposits. Project area located south
side of Lake Cowan along strike from “Taipan” nickel and “Baloo” gold
discoveries of Sirius Resources Limited.
LACHLAN , NSW
TUNGSTEN
Diamond drilling completed at Minter in July 2012 tested for cupola-
related, tungsten-bearing vein system. Interpretation of vein orientation
indicates further drilling required to more correctly evaluate.
NEW PROJECTS
GOLD, COPPER-NICKEL
New, approved tenements – Dundas/Fraser Range Region (nickel,
copper, gold).
For personal use only
5
Exploration Review
ASHBURTON/PILBARA, WA
MT STUART JV - IRON
The Mt Stuart Iron Ore Joint Venture (ELs 08/1135, 1292, 1330, 1341 and MLA's 08/481,482) is between Cullen
Exploration Pty Ltd - 30% and contributing, and API Management Pty Ltd (“API”) - 70%. The shareholders of API are
the parties to the unincorporated joint venture known as the Australian Premium Iron Joint Venture (APIJV). The
participants in the APIJV are: Aquila Steel Pty Ltd 50% (the ultimate owners of which are Baosteel Resources
Australia Pty Ltd (85%) and Aurizon Operations Limited (15%)); and AMCI (IO) Pty Ltd 50% (the ultimate owners of
which are AMCI Investments Pty Ltd (51%) and Posco WA Pty Ltd (49%)). Baosteel and Posco are subsidiaries of
major steel producers in China and Korea respectively.
API is managing the proposed development of the 40 Mtpa WPIOP. A Feasibility Study (“FS”) update (to JORC
2012 reporting standards) for the WPIOP, to include the MSIOJV deposits, was previously proposed for 2015. The
Manager has now indicated that a “draft MSIOJV FS” is scheduled for delivery by May 2016 (and, subject to MSIOJV
management committee approval, scheduled to be finalised in July 2016). A feasibility study relating to a port and
rail solution for the WPIOP is being undertaken by project partner, Aurizon - a well-established logistics operator
across Australia. The MSIOJV Feasibility Study is being completed on the basis that a mine gate sales arrangement
will be entered in with Cullen.
The MSIOJV owns the Catho Well channel iron ore deposit (CID) -161 Mt @ 54.40% Fe (JORC 2012 compliant)
and Cullen is contributing funds and maintaining its 30% participating interest.
MINERAL RESOURCE ESTIMATE CATHO WELL CHANNEL IRON DEPOSIT (CULLEN 30%)
Deposit
Classification
Mt
Fe
%
SiO2
%
AI O2 3
%
Mn
%
LOI
%
MgO
%
P
%
S
%
Measured
3
55.31
6.45
3.56
0.06
9.98
0.19
0.042
0.022
Catho Well
Indicated
139
54.37
7.60
3.42
0.08
10.36
Inferred
19
54.47
7.70
3.18
0.10
10.28
0.19
0.20
0.036
0.016
0.039
0.016
TOTAL
161
54.40
7.59
3.40
0.08
10.35
0.19
0.037
0.016
The Catho Well Mineral Resource estimate is reported at a 52% Fe cut-off. The resource estimate has been compiled in accordance with the
guidelines defined in the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC Code, 2012
Edition).
An Ore Reserve Estimate will be generated from this new Resource Estimate, anticipated in September, 2015
TUNNEL CREEK JV
The Company has a Joint Venture agreement with Element 92 Pty Ltd, a wholly-owned subsidiary of Thundelarra
Exploration Ltd (Thundelarra) and Lion One Metals Ltd (ASX: LLO). The last two joint venture tenements (ELs
52/1890, 1892) were surrendered during the year, and in due course it is anticipated that the Joint Venture will be
formally terminated.
HARDEY JUNCTION JV - GOLD
Northern Star Resources Ltd completed regional targeting work, which included acquisition of airborne multispectral
images and a University of WA/Centre for Exploration Targeting study, over a large area including the Hardey
Junction JV tenement in 2103-2104, but no fieldwork was completed in 2014-2015.
For personal use only
Exploration Review
6
WYLOO AND PARABURDOO JVs - IRON
The Wyloo JV project lies just south east of the MSIOJV's Catho Well Channel Iron Deposit. Fortescue has
previously provided a maiden Resource Estimate of 16.9 Mt @ 57.11% Fe, for the Wyloo South Bedded Iron deposit,
classified as Inferred and JORC 2004 Compliant.
During the year, the Joint Venture Manager, Fortescue Metals Group Limited (Fortescue) reported a number of
significant drill intersections including: 75m @ 61.3% Fe from 24m at the Wyloo South Prospect; and 66m @ 60.3%
Fe from 0m at the Wyloo North Prospect.
Also during 2015, Cullen Exploration Pty Limited (“Cullen”), a wholly-owned subsidiary of Cullen Resources Limited,
entered into an agreement to sell 100% of its interests in the Wyloo JV group of tenements, namely EL08/1393,
EL47/1154, EL47/1649, EL47/1650, PL 08/556, MLA08/502 and MLA 47/1490, to FMG Pilbara Pty Ltd, a wholly-
owned subsidiary of Fortescue. Completion of the sale took place on the date of execution of the agreement, being
31 July 2015.
In consideration for the sale, Cullen received:
- $50,000 cash at completion;
- $900,000 cash, if and when a decision is made to commence extraction of ore on a commercial basis on any part of
the land the subject of the Royalty Tenements being the sale tenements together with M47/1488 and M47/1489,
which are held 100% by Fortescue and are contiguous with the sale tenement); and,
- A Royalty of 1.5% of Gross Revenue on up to 15Mt of any iron ore produced from the land the subject of the sale
tenements.
Fortescue can earn up to an 80% interest in the iron ore rights on Cullen's E52/1667 (Snowy Mountain), located
~25km south east of Paraburdoo in the Pilbara Region of Western Australia. The tenement includes potential for
bedded iron deposits within the Brockman Iron Formation, along strike from the Paraburdoo and Channar Groups of
iron deposits.
I n d i a n O c e a n
Port Hedland
API JV's proposed
railway and port
Dampier
ANKETELL
POINT
Iron ore deposits
Fortescue iron ore deposit
Existing railway
Existing Fortescue railway
Proposed railway (APIJV)
Marble Bar
Pannawonica
Solomon
Mt MacLeod
MT STUART JV
CATHO WELL CID
Tom Price
Hardey
Paraburdoo
Channar
WYLOO JV
Cullen/Fortescue
PARABURDOO JV
Cullen/Fortescue
Cloudbreak
Christmas Creek
Nyudunghu
N
50 kilometres
Newman
Mt Whaleback
Competent Persons Statement – Wyloo JV - Resource
Mr. Stuart Robinson is a full-time employee of Fortescue Metals Group Ltd and Mr. Mark Glassock has since resigned from the company. Both people
provided geological interpretations for Mineral Resource calculations and compiled the exploration results. Mr. Robinson, who is a Fellow of The
Australian Institute of Mining and Metallurgy, and Mr. Glassock, who is a Member of The Australian Institute of Mining and Metallurgy have sufficient
experience which is relevant to the style of mineralization and type of deposit under consideration and the activity which they are undertaking to
qualify as a Competent Person as defined in the 2004 Edition of the “Australian Code for Reporting of Exploration Results, Mineral Resources and
Ore Reserves”.
Mr. Robinson and Mr. Glassock consent to the inclusion in this report of the matters based on this information and in the form and context in which it
appears.
For personal use only7
Exploration Review
NORTH EASTERN GOLDFIELDS, WA
MT EUREKA - GOLD, NICKEL
Cullen holds 100% of ~450km of approved tenure in the Mt Eureka Greenstone Belt in the North Eastern Goldfields
2
of Western Australia which includes multiple targets for nickel sulphides and gold. The high nickel prospectivity of
Cullen's ground is confirmed by the discovery of nickel sulphides by Rox Resources Limited (Rox) at Camelwood
(Fisher East Project) which is located ~3km on strike to the south of Cullen's tenement boundary and at the AK47
prospect discovered by the WMC-Cullen Joint Venture in 2002.
PRIORITY TARGETS - NICKEL
The Mt Eureka project area includes a wide variety of targets for massive nickel sulphide deposits. Some targets
have been drill-tested by WMC/BHPB Limited in joint venture with Cullen in 2002-2006, generally by 1 or 2 diamond
drill holes. However, several targets have received very limited follow-up, with no ground EM and/or deeper drill
testing. These targets include unresolved down hole EM (DHEM) and/or ground EM anomalies, as well as
geochemical and lithological targets along strike of known mineralisation for further evaluation.
During 2013/2014 Cullen completed various phases of RC drilling to test EM conductors and
geological/geochemical targets for nickel sulphide mineralisation, Other holes tested ultramafics and below
anomalous geochemistry in ultramafics, and a magnetic anomaly.
On-going exploration in 2014/2015 included geological mapping and prospecting of nickel sulphide targets at Mt
Eureka which underlined the AK47 prospect area, the Central Ultramafics basal contact, and the Silverbark North
BIF contacts – both east and west as the priorities for further exploration and drill testing.
In addition a ground EM survey was completed at the AK47 prospect druing the year, and two new bedrock
conductors are now modelled and ready for drilling.
For personal use only
Exploration Review
8
MT EUREKA PROJECT AMONGST REGION OF ACTIVE EXPLORATION AND DISCOVERIES
HORSE WELL
Wiluna
AK 47
SOUTHERN
JULIUS
CULLEN’S
Mt EUREKA
PROJECT
GRUYERE (Au)
ROSIE (Ni)
CAMELWOOD (Ni)
JULIUS (Au)
HORSE WELL (Au)
ASX: GOR
ASX: DKM
ASX: RXL
ASX: EAR
ASX: AYR/DRM
CAMEL-
WOOD
COLLURABBIE
AK47 (Ni)
Nickel Prospect
(Massive nickel
sulphide in
drill hole GBD 2)
SOUTHERN (Au)
7m@ 9.0g/t Au
9m@ 6.2g/t Au
GALWAY (Au)
7m@ 6.7g/t Au
GRUYERE
Proterozoic
ROSIE
Yilgarn Craton
(Archean)
N
40 km
Leonora
Laverton
/
Granitoid rocks
Greenstone belt
Sediments
Ultramafics
/
Nickel / Gold occurence
and prospects
For personal use only9
Exploration Review
MT EUREKA PROJECT, NICKEL:
Aeromagnetic Image of AK47 Prospect Area and Extension
353,000 mE
354,000 mE
355,000 mE
Area of historic drilling -
(GBD2-7) at AK47
Area of ground EM survey
VTEM anomalies /”picks” –
2009 survey
Target trend of ultramafics
and VTEM anomalies
Two bedrock conductors from
new ground EM survey
LAG sample –
57 ppb Pt, 12 ppb Pd
7,061,000 mN
7,060,000 mN
7,059,000 mN
7,058,000 mN
For personal use only
Exploration Review
10
MT EUREKA - SOUTHERN GOLD PROSPECT
Cullen completed one vertical hole to a depth of 234m (MERC110) at the Southern gold prospect, which intersected
a thick (~30m) sulphidic (visually estimated: pyrite, pyrrhotite, arsenopyrite at ~1-10%) zone (ASX announcement of
28 August 2013). Assays from this hole included a best intersection of 8m @ 1.71 g/t Au in 4m composite samples
from 184m, within a 20m thick zone with anomalous arsenic averaging 1360ppm. Cullen also completed a further 5
RC holes on two drill fences 150m apart (MERC111-115). These holes tested the down plunge/dip, deeper portions
of the gold mineralisation in the regolith at Southern, seeking to demonstrate continuity and higher grade.
This drilling confirmed the geological model based on a gas-in-soil anomaly and structural interpretation, which
predicts that gold mineralised structures (low-angle faults/thrusts/shears) strike east-west and dip to the north where
drill-tested to date. Mineralisation was intersected in all five holes drilled and comprises disseminated and
semimassive pyrite (visually estimated 30-40% over 1m), and arsenopyrite associated with quartz veining. The host
rocks are mafic volcanics, felsic intrusives and meta-sediments, variably affected by alteration and metasomatism.
The intersected quartz-sulphide mineralisation correlates well with previously intersected high-grade gold
mineralisation in the regolith (2m @ 10.0 g/t Au from 50m and 7m @ 9 g/t Au from 116m in MERC 74; and 9m @ 6 g/t
Au from 98m in MERC 75) and shows excellent continuity between individual drill holes and the two drill fences
completed.
Cullen has received a grant of $60,000 under the WA Department of Mines and Petroleum’s Exploration Drilling
Incentive Scheme for the year to June 2016 to test the gold mineralisation at the Southern Prospect at depth with two
diamond drillholes.
MT EUREKA - OTHER GOLD TARGETS
The Southern gold prospect was discovered by RAB/air core drilling across a gold-in-lag geochemical anomaly. A
review of the tenor and position of this anomaly on Cullen's aeromagnetic interpretation and regolith maps shows a
major NW-SE alluvial channel lying south of Southern which overlies a number of interpreted intersecting structures.
It is notable that a number of gold-in-lag gold anomalies sit at the margin of this channel and are controlled by
structures, suggesting that other such geochemical anomalies may have been “stripped out”. The position of
Southern and other truncated geochemical anomalies suggests that numerous north and NW-SE trending shear
zones and thrusts mapped beneath the alluvial channel are prime targets for gold. Although there have been some
previous RAB and aircore traverses drilled in the channel, most holes are too shallow and too widely spaced to have
effectively tested this area.
It is notable that the Garden Well gold deposit in the Duketon greenstone belt sits on the margin of a Tertiary
palaeochannel, and that the Bronzewing gold deposit in the Yandal greenstone belt was discovered beneath thick,
transported overburden. Cullen proposes to prioritise its targets from the multiple structural settings by using its gas-
in-soil geochemical technique, which it believes will indicate sulphide-bearing zones at depth, and/or
reconnaissance air core drilling.
For personal use only11
Exploration Review
MT EUREKA PROJECT, GOLD:
Solid Geology - Interp From Airmag
+
+
+
+
355,000 mE
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
SOUTHERN
+
+
+
+
7m @ 9.0 g/t Au, &
9m @ 6.2 g/t Au
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
352,500 mE
+
+
+
+
+
+
+
+
GALWAY
+
+
+
7m @ 6.7 g/t Au
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
MT EUREKA PROJECT
+
Tenement
Layout
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
Map Area
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
GRAF’S FIND
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
7,055,000 mN
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
7,050,000 mN
+
+
+
+
+
+
+
+
N
+
+
+
+
+
1 kilometre
+
+
+
+
+
+
+
+
+
+
Predominately mafics
and dolerite
Ultramafics
BIF
+
Non -magnetic greenstone - significant felsics
Weakly to non-magnetic granite
Late intrusive - +/- alteration
Major and minor and thrust faults
Mylonite or fracture zone
Nugget patches
Gold prospects (previous drilling)
For personal use onlyExploration Review
12
NORTH WEST YILGARN, WA
NORTH TUCKABIANNA - GOLD AND BASE METALS
The felsic Eelya Complex hosts the high-grade Hollandaire copper discovery of Silver Lake Resources Ltd (ASX:
SLR – 10 November 2011) as well as several other EM conductor targets, explored by Silver Lake Resources Ltd,
including the Colonel and Mt Eelya prospects .
In April 2012, Cullen completed 7 holes, ~1000m, of scout RC drilling at its North Tuckabianna copper/gold project
which targeted three conductors (NT1-NT3) identified by a helicopter-borne EM survey (VTEM,100-200m line
spacing). The VTEM survey was flown across the Eelya Complex and the northern section of the Tuckabianna
greenstone belt in March 2012. This drilling intersected disseminated sulphide (mainly pyrite and pyrrhotite, 1-20%
visually identified over intervals of 1-20m downhole) in mafic and felsic rocks at or near the modelled conductor
plates from the VTEM survey in all holes drilled.
However, downhole surveys completed at each VTEM anomaly redefined the position of the conductor plates and
showed that the conductive targets had been narrowly missed by the first pass drilling and therefore had not been
adequately tested. These redefined conductor plates were tested in August 2012 with four RC holes (TNRC15-18)
and intersected zones of disseminated sulphide but with only geochemically anomalous assay results (maximum Cu
- 0.20%). Several low-order VTEM anomalies remain to be investigated and tested, initially using A/C and/or RAB
drilling.
EASTERN GOLDFIELDS, WA
KILLALOE JV - GOLD AND NICKEL
Matsa has earned a 70% interest in the Killaloe Project and Cullen has exercised its option to convert its 30%
participating interest into a 20% Free Carried Interest (FCI) to a Decision to Mine.
During the year Matsa conducting drilling to test the Hanging Wall Gossan (HWG) and intersected narrow zones of
semi-massive, and disseminated sulphides in komatiite . Matsa is currently reviewing all aspects of the Western
Ultramafic Belt including the HWG prospect.
Matsa has also reported that further gold exploration will be undertaken with soil sampling surveys, and reviewing
data from a trend of gold prospects in the Eastern Ultramafic Belt, (in light of the gold discovery at “Baloo” by Sirius
Resource located on Lake Cowan ~ 25 km to the north west of the Killaloe JV tenements).
In addition, Cullen suggests there is significant nickel sulphide prospectivity along the western contact of the Eastern
Ultramafic Belt. Cullen interprets this contact is the southern strike extent of the basal contact of ultramafics which
host the Taipan nickel sulphide discovery of Sirius Resources Limited (SIR: ASX announcement of 16 July, 2014) in
their Polar Bear Project.
FORRESTANIA JV - GOLD
Cullen is a 20% holder of the gold rights on M77/544 via the Forrestania Joint Venture with Hannans Reward Ltd, and
has sold its 20% share to Mine Builder Pty Ltd. Cullen will receive $200,000 cash as consideration via four
instalments to be paid before the end of 2015. Title to the gold rights will be transferred on receipt of the final
instalment. No payment under this agreement has been received to date.
For personal use only13
CENTRAL LACHLAN FOLD BELT, NSW
MINTER - TUNGSTEN
A combined RC percussion-diamond drilling programme totalling 536.8 metres in three holes was undertaken on the
Minter project in June/July 2012 testing selected geological/geochemical targets at the Doyenwae and Orr Trig
prospects. Holes were designed to test beneath zones of anomalous tungsten and tin geochemistry outlined by
earlier soil sampling and shallow percussion/aircore/RAB drilling.
At the Doyenwae Prospect, RC percussion hole MRC005 averaged 0.045% tungsten over the full 111 metre length
of the hole with localised two-metre zones of quartz-scheelite veining assaying up to 0.35% tungsten.
Diamond drill hole CMDD001, drilled to 258.0 metres at the Doyenwae prospect, intersected significant quartz +
sulphide veining throughout much of the hole. Examination of the core with an ultraviolet lamp detected widespread
scheelite mineralisation occurring both within quartz veins and as disseminations/aggregates in silica-altered
sandstone units; particularly in the interval from 130 metres to the end of the hole. The true width of potential
mineralisation in both MRC005 and CMDD001 is uncertain as preliminary observations of vein orientations in the
CMDD001 drill core indicate that the holes may have been drilled at a low angle to some of the mineralised quartz
veins.
At the Orr Trig Prospect, diamond core hole CMDD002; drilled to 267.8 metres, intersected scattered zones of
narrow quartz veining and localised silicification over much of the hole with scheelite being observed as
disseminations in sandstone and within quartz veins in the interval between 100m and 250m. Although it would
appear that hole CMDD002 has been drilled in an appropriate direction with respect to the orientation of the quartz
veins, the amount of observable scheelite mineralisation is less than that noted in CMDD001. The results included:
1m @ 0.7% WO (from 131.45m) and 4.05m @ 0.58% WO from 185m in CMDD001. Further drilling is required to
3
3
test the dominant vein orientation as inferred from a mapping programme completed at a quarrying site near the
Doyenwae prospect.
For personal use only
Exploration Review
14
SCHEDULE OF TENEMENTS (as at 30 June 2015)
REGION
TENEMENTS
TENEMENT
APPLICATIONS
CULLEN
INTEREST
COMMENTS
WESTERN AUSTRALIA
ASHBURTON / PILBARA
Mt Stuart JV
E08/1135, E08/1330,
E08/1341, E08/1292
MLA08/481,
MLA08/482
30 -100%
API has earned 70% of iron ore
rights;
Cullen 100% other
mineral rights
Hardey Junction JV
E08/1145, 1166,
20%
Northern Star Resources Limited
Wyloo JV
1189,1763, P08/546
E08/1393, E47/1154
E47/1649, 1650
P08/556
Paraburdoo JV
E52/1667
Wyloo SE
E08/2145
NE GOLDFIELDS
Gunbarrel
E53/1299,1300 +/ *
E53/1630,1635
Irwin Well
Irwin Bore
Wonganoo
DUNDAS
FRASER RANGE
E53/1637
E53/1209
E53/1611
E63/1673
E28/2470
MURCHISON
Cue
E20/714
EASTERN GOLDFIELDS
Killaloe
E63/1018,
E63/1199, P63/1672
P63/1331
FORRESTANIA
Forrestania JV
M77/544
NEW SOUTH WALES
Minter
EL6572
Fortescue has earned 51%, can
iron ore rights
earn 80% of
Cullen 100% other mineral rights
Fortescue can earn up to 80%
of iron ore rights; Cullen 100%
other mineral rights
+2.5% NPI Royalty to Pegasus on
Cullen's interest (parts of E1299);
*1.5% NSR Royalty to Aurora
(other parts of E1299 and parts
of 1300)
MLA47/1490
49 -100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
20%
Matsa Resources Limited 80%
Hannans Reward Ltd 80% Gold
rights only
20%
100%
For personal use only
15
Exploration Review
JOINT VENTURES - SUMMARY TABLE (as at 30 June 2015)
Joint Venture
(farm out)
Commodity
Focus
JV Partner
Paraburdoo
Iron Ore
Fortescue Metals
Group Ltd
JV Partner
Earning
(Earned)
Cullen’s
FCI to DTM
Actual or
(Available)
Cullen’s
NSR
(possible)
80%
(20%)
-
Comment
1.5% FOB Royalty capped to
20Mt. May earn 51% by defining
Inferred Resource, 80% by
defining Indicated Resource.
Hardey
Junction
Gold
Northern Star
Resources Ltd
(80%)
20%
2%
Mt. Stuart
Iron Ore
API JV
(70%)
∞
-
-
Cullen contributing at 30% in
Mt Stuart JV.
Tunnel Creek
Uranium
Wyloo
Iron Ore
Thundelarra/
Lion One Metals
Fortescue Metals
Group Ltd
70% or
80%
80%
(51%)
(20%)
2%
(20%)
-
1.5% FOB Royalty capped to
15Mt. Has earned 51% with
Inferred Resource Estimate, can
earn 80%
Forrestania
Nickel, Gold
Hannans Reward Ltd
(80%)
Killaloe
Nickel, Gold
Matsa Resources
Limited
(80%)
20%
20%
2.5%
Gold Rights on M77/544 only
2%
DTM = Decision to Mine FOB = Free on Board FCI = Free Carried Interest NSR = Net Smelter Return
∞ = Iron ore rights only
ATTRIBUTION: Competent Person Statement
The information in this report that relates to exploration activities is based on information compiled by Dr. Chris Ringrose, Managing Director, Cullen
Resources Limited who is a Member of the Australasian Institute of Mining and Metallurgy. Dr. Ringrose is a full-time employee of Cullen Resources
Limited. He has sufficient experience which is relevant to the style of mineralisation and types of deposits under consideration, and to the activity
which has been undertaken, to qualify as a Competent Person as defined by the 2012 edition of the “Australasian Code for Reporting of Exploration
Results, Mineral Resources and Ore Reserves”. Dr. Ringrose consents to the report being issued in the form and context in which it appears.
Information in this report may also reflect past exploration results, and Cullen’s assessment of exploration completed by past explorers, which has not
been updated to comply with the JORC 2012 Code. The Company confirms it is not aware of any new information or data which materially affects the
information included in this announcement.
-
For personal use only
Exploration Review
16
MINERAL RESOURCES and ORE RESERVES (MROR) statement
The company’s annual review of mineral resources and ore reserves is given below. There has been a change in the
entity’s Mineral Resources and Ore Reserves since last reported to June 30, 2014 as follows.
MINERAL RESOURCE ESTIMATE CATHO WELL CHANNEL IRON DEPOSIT: (CULLEN 30%)
Deposit
Classification
Mt
Fe
%
P
%
SiO2
%
AI O2 3
%
S
%
Mn
%
MgO
%
LOI
%
Measured
3
55.31 0.042
6.45
3.56
0.022
0.06
0.19
9.98
Catho Well
Indicated
139
54.37 0.036
7.60
3.42
Inferred
19
54.47 0.039
7.70
3.18
0.016
0.016
0.08
0.10
TOTAL
161
54.40 0.037
7.59
3.40
0.016
0.08
0.19
0.20
0.19
10.36
10.28
10.35
The Catho Well Mineral Resource estimate is reported at a 52% Fe cut-off. The resource estimate has been compiled in
accordance with the guidelines defined in the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore
Reserves (The JORC Code, 2012 Edition).
Competent Persons Statement Resource
The information in this report that relates to Mineral Resources has been supervised by Mr Stuart Tuckey and Mr Richard Gaze who are members of the
Australian Institute of Mining and Metallurgy. Mr Tuckey is a full-time employee of API Management Pty Ltd. Mr Gaze is a full time employee of Golder
Associates Pty Ltd. Messrs Tuckey and Gaze have sufficient experience which is relevant to the style of mineralisation and type of deposit under
consideration and to the activity which they are undertaking to qualify as Competent Persons as defined in the 2012 Edition of the 'Australasian Code of
Reporting of Exploration Results, Mineral Resources and Ore Reserves'. Mr Tuckey and Mr Gaze consent to the inclusion in the report of the matters
based on their information in the form and context in which it appears.
WYLOO SOUTH INFERRED RESOURCE (CULLEN 49%)
Category
Inferred
Tonnes
Mt
16.9
Fe
%
57.11
AI O2 3
%
3.55
SiO2
%
7.91
P
%
0.102
LOI
%
6.12
Competent Persons Statement – Wyloo JV - Resource
Mr. Stuart Robinson is a full-time employee of Fortescue Metals Group Ltd and Mr. Mark Glassock has since resigned from the company. Both people
provided geological interpretations for Mineral Resource calculations and compiled the exploration results. Mr. Robinson, who is a Fellow of The
Australian Institute of Mining and Metallurgy, and Mr. Glassock, who is a Member of The Australian Institute of Mining and Metallurgy have sufficient
experience which is relevant to the style of mineralization and type of deposit under consideration and the activity which they are undertaking to qualify
as a Competent Person as defined in the 2004 Edition of the “Australian Code for Reporting of Exploration Results, Mineral Resources and Ore
Reserves”. Mr. Robinson and Mr. Glassock consent to the inclusion in this report of the matters based on this information and in the form and context in
which it appears.
Competent Person Statements
The information in this report that relates to Exploration Results is based on information compiled by Dr Chris Ringrose, Managing Director, Cullen
Resources Limited who is a Member of the Australasian Institute of Mining and Metallurgy. Dr. Ringrose is a full-time employee of Cullen Resources
Ltd. He has sufficient experience which is relevant to the style of mineralisation and types of deposits under consideration, and to the activity which has
been undertaken, to qualify as a Competent Person as defined by the 2004 edition of the “Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves”. Dr. Ringrose consents to the report being issued in the form and context in which it appears. The information in
this report may also include review and interpretation of historical and previous exploration by Cullen. The Company confirms that it is not aware of any
new information or data which materially affects the information included in this report.
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
DIRECTORS' REPORT
Your Directors submit their report for the year ended 30 June 2015.
Directors
The names and details of the company’s directors in office during the financial year and until the date of this
report are as follows. Directors were in office for this entire period unless otherwise stated.
Dr Denis Clarke BSc, BA, PhD, FAIMM (Non‐Executive Chairman) (Appointed 1 April 1999)
•
Dr Denis Clarke has more than 40 years’ experience in exploration and mining operations. Over 15 years with
Plutonic Resources (“Plutonic”), he contributed significantly at the General Manager level to its success as it
developed from a small explorer in 1983 to one of Australia’s largest gold miners prior to its take‐over in 1998 in
a transaction which valued Plutonic at $1 billion. Dr Clarke at various times managed the exploration, finance,
administration and corporate divisions. He subsequently was a director and consultant to Troy Resources
Limited for eleven years as it developed from explorer to a successful international gold miner. During the past
three years Dr Clarke has been Chairman or Non‐Executive Director of the following listed companies:
‐
LionGold Corp Ltd (from 1 October 2012 to present)
‐ Hill End Gold Limited (from 25 February 2010 to present)
‐
Signature Metals Limited (from 14 September 2012 to present)
Dr Chris Ringrose BSc, PhD, MBA, MAIMM, MAICD (Managing Director) (Appointed 19 June 2003)
•
Dr Chris Ringrose has been an exploration geologist based mainly in Western Australia since he completed his
geology degrees in Scotland in 1982. His career has included experience with EZ, Chevron and Aztec, and prior to
joining Cullen, he was Exploration Manager with Troy Resources Limited for nine years. Dr Ringrose has also
completed an MBA at Deakin University and brings to the Company significant management, exploration and
project evaluation experience gained both in Australia and overseas. Dr Ringrose has had no other directorships
of listed companies in the last three years.
Grahame Hamilton BSc, MSc, MAIG (Non‐Executive Director) (Appointed 1 April 1999)
•
Mr Grahame Hamilton, a graduate of the University of NSW, has extensive experience over 40 years in
exploration, corporate and project management. He has wide ranging expertise in project evaluation. Between
1994 and 1996 he managed the Brocks Creek exploration, environmental impact statement, feasibility study,
mine development and construction for Solomon Pacific Resources NL. Before Solomon, Mr Hamilton worked
with Getty Oil Development Co. ‐ Minerals Division as Queensland Manager.
John Horsburgh BSc, MSc, FAIMM (Non‐Executive Director) (Appointed 1 April 1999)
•
Mr John Horsburgh, a graduate of the Royal School of Mines, has over 40 years industry experience including 11
years with Solomon Pacific Resources NL. Prior to this he gained extensive experience in Australia and overseas
with Getty Oil Development Co., Billiton and RTZ Group. Mr Horsburgh is Non‐Executive Chairman of AIM‐listed
public company Mariana Resources Limited.
•
Wayne John Kernaghan BBus, ACA, FAICD, ACIS (Non‐Executive Director and Company Secretary)
(Appointed 11 November 1997)
Mr Wayne Kernaghan is a member of the Institute of Chartered Accountants in Australia with a number of years
experience in various areas of the mining industry. He is also a Fellow of the Australian Institute of Company
Directors. During the past three years Mr Kernaghan has held, and is currently a director and holds, the following
listed company directorships:
‐
‐
Gulf Industrials Limited (from 30 June 2005 to present)
South American Ferro Metals Limited (from 26 June 2013 to 24 April 2015)
‐ 17 ‐
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
Principal Activities
The principal activity for the Consolidated Entity comprising Cullen Resources Limited ("the Company") and its
controlled entities (together "the Consolidated Entity") during the course of the financial year was mineral
exploration. There was no significant change in the nature of the Consolidated Entity's activities during the year.
Results
The loss attributable to the Consolidated Entity for the financial year was $ 1,414,969 [2014: loss $1,880,593].
No income tax was attributable to this result [2014: Nil].
Dividends
The directors do not recommend the payment of a dividend for this financial year. No dividend has been
declared or paid by the Company since the end of the previous financial year.
Significant Changes in the State of Affairs
In the opinion of the directors there were no significant changes in the state of affairs of the Consolidated Entity
that occurred during the financial year under review not otherwise disclosed in this report or the consolidated
financial statements.
Review of Operations
Cullen is a mineral exploration company seeking deposits of gold, nickel, copper, uranium and iron ore either in
its own right, or managed by other partners in Joint Ventures.
During the year under review, the Company continued its mineral exploration activities including: project
generation, database reviews, field mapping, geochemical surveying, and drilling programmes. Company
exploration activities, including Joint Venture managed projects, were focused in Western Australia with
additional activities in New South Wales as follows:
Ashburton Province, WA (Hardey Junction JV, Mt Stuart JV, Wyloo JV, Paraburdoo JV and Tunnel Creek
/Saltwater Pool JV ‐ gold, uranium and /or iron ore projects)
North Eastern Goldfields, WA (Gunbarrel/Mt Eureka and Irwin Bore, gold and nickel projects)
Eastern Goldfields, WA (Killaloe, gold and nickel project)
Murchison,WA (North Tuckabianna , copper and gold project)
Forrestania, WA (Forrestania JV, gold and nickel project)
Central Lachlan Fold Belt, NSW (Minter tungsten project)
Drilling by Cullen during the year to 30 June 2015 focussed on programmes for nickel sulphide and gold deposits
in the Mt Eureka project area, and for iron ore in the Wyloo Iron Ore JV and the Mt Stuart Iron Ore JV. Other
exploration field work has included: field reconnaissance, geological mapping, geochemical and geophysical
surveys in the Mt Eureka project, and evaluations of new project opportunities and project generation. The
Company continued to market projects as potential farm‐out opportunities.
The Company has ceased exploration activities overseas in response to its tight capital position.
Cullen withdrew from Namibia and Scandinavia, and terminated the TL property JV in Canada.
A total of $ 1,490,268 (2014: $1,530,372) was spent on exploration by Cullen during the year, with Joint Venture
Partners contributing further exploration funds on Cullen tenements.
Cullen will continue to identify and evaluate both advanced and "grass roots" opportunities throughout Australia
and in selected overseas locations. Cullen’s portfolio is under continual evaluation to focus on projects likely to
result in discovery of an economic mineral deposit.
Corporate
At 30 June 2015 available cash totalled $ 867,152 (2014: $1,073,739).
‐ 18 ‐
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
After Balance Date Events
There has not arisen in the interval between the end of the financial year and the date of this report any item,
transaction or event of a material and unusual nature likely, in the opinion of the directors, to affect the
operations of the Consolidated Entity, the results of those operations or the state of affairs of the Consolidated
Entity in the subsequent financial years other than the following:
The Group have sold its interest in the tenements which form the Wyloo Iron Ore Rights Joint Venture
to its partner Fortescue Metals Limited for $50,000 together with a further $950,000 on a decision to
mine and a royalty of 1.5% FOB for the first 15 million tonnes mined.
Likely Developments and Future Results
Other than as referred to in this report, further information as to likely developments in the operations of the
Consolidated Entity and the expected results of those operations would, in the opinion of the directors, be
speculative and not in the best interests of the Consolidated Entity.
Environmental Regulation
The exploration activities of the Consolidated Entity in Australia are subject to environmental regulation under
the laws of the Commonwealth and the States in which those exploration activities are conducted. The
environmental laws and regulations generally address the potential impact of the Consolidated Entity's activities
in the areas of water and air quality, noise, surface disturbance and the impact upon flora and fauna. The
directors are not aware of any environmental matter which would have a materially adverse impact on the
overall business of the Consolidated Entity.
Options
As at the date of this report the Company has 26,000,000 (2014: 6,000,000) options which were outstanding.
During the year 20,000,000 (2014: 6,000,000) options were issued and nil (2014: 22,000,000) options expired.
Refer to Note 11 of the financial statements for further details of the options outstanding.
During the year no fully paid ordinary shares were issued by virtue of the exercise of options (2014: Nil). Since
the end of the financial year no shares have been issued by virtue of the exercise of options (2014: Nil).
Directors’ Interest
At the date of this report, the interest of the directors in the shares and options of the company were:
2015
D. Clarke
C. Ringrose
G. Hamilton
J. Horsburgh
W. Kernaghan
Direct
Fully Paid Shares
‐
7,890,227
228,571
3
2,285,714
Options
2,500,000
10,000,000
2,500,000
2,500,000
2,500,000
Indirect
Fully Paid Shares
11,619,008
‐
23,455,803
25,337,144
9,516,942
Options
‐
‐
‐
‐
‐
Directors' Meetings
During the year the Company held eleven meetings of directors. The attendance of the directors at meetings of
the Board were:
D. Clarke
C. Ringrose
G. Hamilton
J. Horsburgh
W. Kernaghan
Maximum possible
eligible to attend
11
11
11
11
11
Board of Directors
Attended
11
11
11
9
11
‐ 19 ‐
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
Indemnification and insurance of Directors and Officers
The Company has entered into deeds of indemnity with the Directors indemnifying them against certain
liabilities and costs to the extent permitted by law. The Company has paid premiums totalling $10,892 (2014:
$10,448) in respect of Directors and Officers Liability Insurance and Company reimbursement policies, which
covers all Directors and Officers of the Company. The policy conditions preclude the Company from any detailed
disclosures.
Indemnification of Auditors
To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young, as part of the
terms of its audit engagement agreement against claims by third parties arising from the audit (for an
unspecified amount). No payment has been made to indemnify Ernst & Young during or since the financial year.
Employees
The Consolidated Entity employed two employees as at 30 June 2015 (2014: 2).
Corporate Governance
In recognising the need for the highest standard of corporate behaviour and accountability, the directors of
Cullen Resources Limited support and have adhered to the principles of good corporate governance. The
Company’s corporate governance statement is on page 27.
Auditor Independence
The directors have received the auditor’s independence declaration for the year ended 30 June 2015 which is on
page 26 and forms part of this directors’ report. For the year Ernst & Young have provided non‐audit services to
the Consolidated Entity in the amount of $10,872(2014: $8,353).
The directors are satisfied that non‐audit services are compatible with the independence requirements of the
Corporations Act 2001. The nature and scope of the non‐audit services provided has meant that auditor
independence was not compromised.
‐ 20 ‐
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
REMUNERATION REPORT (AUDITED)
This report details the nature and amount of remuneration for each director of Cullen Resources Limited.
This remuneration report outlines the director and executive remuneration arrangements of the Consolidated
Entity in accordance with the requirements of the Corporations Act 2001 and its Regulations. For the purposes of
this report, key management personnel (KMP) of the Consolidated Entity are defined as those persons having
authority and responsibility for planning, directing and controlling the major activities of the Consolidated Entity,
directly or indirectly, including any director (whether executive or otherwise) of the parent company. Only
directors of the Consolidated Entity meet the definition of key management personnel as the executive role is
performed by the executive director.
Details of key management personnel:
Directors
D. Clarke
C. Ringrose
G. Hamilton
J. Horsburgh
W. Kernaghan
Chairman (Non‐Executive)
Managing Director
Director (Non‐Executive)
Director (Non‐Executive)
Director (Non‐Executive)
Remuneration Policy
The remuneration policy of Cullen Resources Limited has been designed to align director objectives with
shareholder and business objectives by providing a fixed remuneration component and offering specific long‐
term incentives. The board of Cullen Resources Limited believes the remuneration policy to be appropriate and
effective in its ability to attract and retain the best executives and directors to run and manage the Company as
well as create goal congruence between directors and shareholders.
The Board’s policy for determining the nature and amount of remuneration for Board members is as follows.
The remuneration policy, setting the terms and conditions for the executive director was developed by the
Board. The executive receives a base salary on factors such as length of service and experience, superannuation,
options and incentives. The Board reviews executive packages annually by reference to executive performance
and comparable information from industry sectors and other listed companies in similar industries.
The Board policy is to remunerate non‐executive directors at market rates for comparable companies for time,
commitment and responsibilities. The Board determines payments to the non‐executive directors and reviews
their remuneration annually, based on market practice, duties and accountability. Independent external advice is
sought when required. The maximum aggregate amount of fees that can be paid to non‐executive directors is
subject to approval by shareholders at the Annual General Meeting. Fees for non‐executive directors are not
linked to either long term or short term performance of the Consolidated Entity. However, to align directors’
interest with shareholder interests, the directors are encouraged to hold shares in the Company. There is a
specified aggregate directors fees of $250,000 for non‐executive directors which was approved by shareholders
at a general meeting of the Company. The $250,000 excludes other services outside of non‐executive directors'
fees.
Remuneration Incentives
Director and executive remuneration is currently not linked to either long term or short term performance
conditions. The Board feels that the expiry date and exercise price of options when issued to the directors and
executives are sufficient to align the goals of the directors and executives with those of the shareholders to
maximise shareholder wealth, and as such, has not set any performance conditions for the directors or the
executives of the Company. The Board will continue to monitor this policy to ensure that it is appropriate for the
Company in future years.
‐ 21 ‐
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
Group performance and shareholder wealth
Below is a table summarising key performance and shareholder wealth statistics for the Consolidated Entity over
the last five years.
Financial Year
30 June 2011
30 June 2012
30 June 2013
30 June 2014
30 June 2015
Loss After Tax
$
1,640,087
2,649,846
2,078,566
1,880,593
1,414,969
EPS
Cents
(0.27)
(0.41)
(0.28)
(0.21)
(0.13)
Share Price
Cents
3.0
1.8
0.8
1.7
0.4
Employment Contract ‐ Managing Director
Pursuant to an agreement Dr Ringrose will provide managing director services to the Company. The term of this
arrangement is from 1 November 2006 and will continue thereafter unless terminated on not less than three
months' notice given at any time. Effective from 1 April 2011 Dr Ringrose’s salary is $265,000pa. The position of
the director will become redundant under this agreement in the limited circumstances where the employment
of the Managing Director is terminated as a result of a takeover or merger of the Company. The Company will
pay the Managing Director the equivalent of four weeks per year of service or part thereof of his base salary as a
redundancy payment.
As part of Dr Ringrose's employment package he was issued with 10,000,000 options on 1 December 2014 with
the following terms. The options will expire on the earlier of the date which is one month after the Director to
whom the options are issued ceases to be a Director of the Company (or such longer period as determined by
the Board of Directors) or at 5.00 pm on 30 November 2017 ("the Expiry Date") with an exercise price of $0.016.
This is contained in the notice of meeting which was approved by shareholders.
During the year the Board paid a discretionary bonus of Nil (2014: Nil) to Dr Ringrose.
Non Executive Directors
The non executive directors have been issued with 2,500,000 options each on 1 December 2014 with an exercise
price of $0.016 each. The options will expire on the earlier of the date which is one month after the Director to
whom the options are issued ceases to be a Director of the Company (or such longer period as determined by
the Board of Directors) or at 5.00 pm on 30 November 2017 ("the Expiry Date"). This is contained in the notice of
meeting which was approved by shareholders.
Directors’ and Executives’ Remuneration
Details of remuneration provided to directors for the year ended 30 June 2015 are as follows:
Directors
Short Term
Director
Fees
$
35,000
Salary/
Consulting
$
Bonus
$
‐
‐
265,000
30,000
30,000
‐
‐
D. Clarke
C. Ringrose
G. Hamilton
J. Horsburgh
W. Kernaghan
30,000
Total
125,000
42,875
307,875
Post
Employ‐
ment
Super‐
annuation
$
3,325
Long
Term
Long
Service
Leave
$
‐
Non
Monetary
Benefits
$
‐
* 5,417
25,175
5,097
‐
‐
‐
2,850
2,850
2,850
‐
‐
‐
Share
Based
Payments
Options
$
15,250
61,000
15,250
15,250
15,250
Total
$
53,575
361,689
48,100
48,100
90,975
5,417
37,050
5,097
122,000
602,439
Perfor‐
mance
Related
%
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
* This relates to the provision of a motor vehicle.
‐ 22 ‐
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
Details of remuneration provided to directors for the year ended 30 June 2014 are as follows:
Directors
Short Term
Director
Fees
$
35,000
Salary/
Consulting
$
‐
‐
265,000
30,000
30,000
30,000
‐
‐
37,750
D. Clarke
C. Ringrose
G. Hamilton
J. Horsburgh
W. Kernaghan
Total
125,000
302,750
Bonus
$
‐
‐
‐
‐
‐
‐
* This relates to the provision of a motor vehicle.
Post
Employ‐
ment
Super‐
annuation
$
Long
Term
Long
Service
Leave
$
3,237
‐
24,512
4,988
Non
Monetary
Benefits
$
‐
* 6,836
‐
‐
‐
2,775
2,775
2,775
‐
‐
‐
6,836
36,074
4,988
Share
Based
Payments
Options
$
‐
‐
‐
‐
‐
‐
Perfor‐
mance
Related
%
‐
‐
‐
‐
‐
‐
Total
$
38,237
301,336
32,775
32,775
70,525
475,648
Shares issued on exercise of remunerated options
During the financial year nil (2014: Nil) remunerated options were exercised. During the financial year nil
(2014: 16,000,000) options expired. The directors exercised nil (2014: Nil) options during the year.
Options granted as part of remuneration for the year ended 30 June 2015
There were 20,000,000 options granted as a part of remuneration for the year ended 30 June 2015.
Directors
D. Clarke
C. Ringrose
G. Hamilton
J. Horsburgh
W. Kernaghan
Value of options
granted during the
year
$
15,250
61,000
15,250
15,250
15,250
Value of options
exercised during the
year
$
‐
‐
‐
‐
‐
Value of options
expired during the year
$
‐
‐
‐
‐
‐
Total value of options
granted, exercised and
expired during the year
$
15,250
61,000
15,250
15,250
15,250
Options granted as part of remuneration for the year ended 30 June 2014
There were no options granted as a part of remuneration for the year ended 30 June 2014.
Directors
D. Clarke
C. Ringrose
G. Hamilton
J. Horsburgh
W. Kernaghan
Value of options
granted during the
year
$
‐
‐
‐
‐
‐
Value of options
exercised during the
year
$
‐
‐
‐
‐
‐
Value of options
expired during the year
$
(55,400)
(221,600)
(55,400)
(55,400)
(55,400)
Total value of options
granted, exercised and
expired during the year
$
(55,400)
(221,600)
(55,400)
(55,400)
(55,400)
‐ 23 ‐
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
Option holdings of directors
Balance at
beginning of
year 1 July 2014
Number
Options
issued
Number
Options
lapsed
Number
‐
2,500,000
‐ 10,000,000
2,500,000
‐
2,500,000
‐
2,500,000
‐
‐ 20,000,000
‐
‐
‐
‐
‐
‐
Balance at end
of year
30 June 2015
Number
2,500,000
10,000,000
2,500,000
2,500,000
2,500,000
Vested and
exercisable at
30 June 2015
Number
2,500,000
10,000,000
2,500,000
2,500,000
2,500,000
Total
Number
2,500,000
10,000,000
2,500,000
2,500,000
2,500,000
20,000,000
20,000,000
20,000,000
Directors
D Clarke
C Ringrose
G Hamilton
J Horsburgh
W Kernaghan
Total
The outstanding options are exercisable at $0.016 and have an expiry date of 30 November 2017.
These options had a weighted average exercise price of $0.016 and a weighted average remaining contractual
life of 2.42 years.
Balance at
beginning of
year
1 July 2013
Number
Options
issued
Number
Options
lapsed
Number
Balance at end
of year
30 June 2014
Number
Total
Number
Vested and
exercisable at
30 June 2014
Number
Directors
D Clarke
C Ringrose
G Hamilton
J Horsburgh
W Kernaghan
Total
‐
‐
‐
‐
‐
‐
The outstanding options were exercisable at $0.075 and had an expiry date of 30 November 2013.
These options have expired
(2,000,000)
(8,000,000)
(2,000,000)
(2,000,000)
(2,000,000)
(16,000,000)
2,000,000
8,000,000
2,000,000
2,000,000
2,000,000
16,000,000
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
Shareholdings of directors
Directors
D Clarke
C Ringrose
G Hamilton
J Horsburgh
W Kernaghan
Total
Directors
D Clarke
C Ringrose
G Hamilton
J Horsburgh
W Kernaghan
Total
Balance
1 July 2014
Number
7,864,000
3,450,000
18,391,004
19,952,124
6,873,376
56,530,504
Balance
1 July 2013
Number
5,364,000
950,000
15,891,004
17,452,124
4,373,376
44,030,504
Options
Exercised
Number
‐
‐
‐
‐
‐
‐
Options
Exercised
Number
‐
‐
‐
‐
‐
‐
Net Change
Purchase
Number
3,755,008
4,440,227
5,293,370
5,385,021
4,929,280
23,802,908
Net Change
Purchase
Number
2,500,000
2,500,000
2,500,000
2,500,000
2,500,000
12,500,000
Balance
30 June 2015
Number
11,619,008
7,890,227
23,684,374
25,337,147
11,802,656
80,333,412
Balance
30 June 2014
Number
7,864,000
3,450,000
18,391,004
19,952,124
6,873,376
56,530,504
The directors' shareholdings are held directly and indirectly.
End of Remuneration Report
‐ 24 ‐
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
Signed in accordance with a resolution of the directors
C. Ringrose
Director
Perth, WA
18 September 2015
‐ 25 ‐
For personal use only
Ernst & Young
11 Mounts Bay Road
Perth WA 6000 Australia
GPO Box M939 Perth WA 6843
Tel: +61 8 9429 2222
Fax: +61 8 9429 2436
ey.com/au
Auditor’s Independence Declaration to the Directors of Cullen Resources
Limited
In relation to our audit of the financial report of Cullen Resources Limited for the financial year ended 30
June 2015, to the best of my knowledge and belief, there have been no contraventions of the auditor
independence requirements of the Corporations Act 2001 or any applicable code of professional conduct.
Ernst & Young
V L Hoang
Partner
18 September 2015
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
MH:JH:CULLEN:003
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
CORPORATE GOVERNANCE STATEMENT
In recognising the need for the highest standards of corporate behaviour and accountability, the directors of
Cullen Resources Limited have adhered to the principles of corporate governance and this statement outlines
the main corporate governance practices in place throughout the financial year. The ASX Corporate Governance
Council released revised Corporate Governance Principles and Recommendations on 27 March 2014. Having
regard to the size of the Company and the nature of its enterprise, it is considered that the Company complies
as far as possible with the spirit and intentions of the ASX Corporate Governance Council's Corporate
Governance Principles and Recommendations. Unless otherwise stated, the practices were in place for the
entire year.
Board of Directors
The Board of Directors of the Company is responsible for the corporate governance of the Company. The Board
guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are
elected and to whom they are accountable.
As the Board acts on behalf of shareholders, it seeks to identify the expectations of shareholders, as well as
other ethical expectations and obligations. In addition, the Board is responsible for identifying areas of
significant business risk and ensuing arrangements are in place to adequately manage those risks.
The primary responsibility of the Board includes:
formulation and approval of the strategic direction, objectives and goals of the Company;
monitoring the financial performance of the Company, including approval of the Company’s financial
statements;
ensuring that adequate internal control systems and procedures exists and that compliance with these
systems and procedures is maintained;
the identification of significant business risks and ensuring that such risks are adequately managed;
the review of performance and remuneration of executive directors; and
the establishment and maintenance of appropriate ethical standards.
The responsibility for the operation and administration of the Company is carried out by the directors, who
operate in an executive capacity, supported by senior professional staff. The Board ensures that this team is
suitably qualified and experienced to discharge their responsibilities, and assesses on an ongoing basis the
performance of the management team, to ensure that management’s objectives and activities are aligned with
the expectations and risks identified by the Board.
The Directors of the Company are as follows:
Dr Denis Clarke
Dr Chris Ringrose
Grahame Hamilton
John Horsburgh
Wayne Kernaghan
For information in respect to each director refer to the Directors' Report.
‐ 27 ‐
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
Independent Directors
Under ASX guidelines, four of the current Board of five directors are considered to be independent directors.
Dr Ringrose is the executive director and under the ASX guidelines deemed not to be independent by virtue of
his position. The Board is satisfied that the structure of the Board is appropriate for the size of the Company and
the nature of its operations and is a cost effective structure for managing the Company.
Board Composition
When the need for a new director is identified, selection is based on the skills and experience of prospective
directors, having regard to the present and future needs of the Company. Any director so appointed must then
stand for election at the next Annual General Meeting of the Company.
Terms of Appointment as a Director
The constitution of the Company provides that a Director, other than the Managing Director, may not retain
office for more than three calendar years or beyond the third annual general meeting following his or her
election, whichever is longer, without submitting for re‐election. One third of the Directors must retire each
year and are eligible for re‐election. The Directors who retire by rotation at each annual general meeting are
those with the longest length of time in office since their appointment or last election.
Board Committees
In view of the size of the Company and the nature of its activities, the Board has considered that establishing
formally constituted committees for audit, board nominations and remuneration would contribute little to its
effective management. Accordingly audit matters, the nomination of new Directors and the setting, or review,
of remuneration levels of Directors and senior executives are reviewed by the Board as a whole and approved
by resolution of the Board (with abstentions from relevant Directors where there is a conflict of interest).
Where the Board considers that particular expertise or information is required, which is not available from
within their number, appropriate external advice may be taken and reviewed prior to a final decision being
made by the Board.
Remuneration
Remuneration and other terms of employment of executives, including executive directors, are reviewed
periodically by the Board having regard to performance, relevant comparative information and, where
necessary, independent expert advice. Remuneration packages are set at levels that are intended to attract and
retain executives capable of managing the Company’s operations.
The terms of engagement and remuneration of executive directors is reviewed periodically by the Board, with
recommendations being made by the non‐executive directors. Where the remuneration of a particular
executive director is to be considered, the director concerned does not participate in the discussion or decision
making.
Make Timely and Balanced Disclosure
The board has in place written policies and procedures to ensure the Company complies with its obligations
under the continuous disclosure rule 3.1 and other ASX Listing Rule disclosure requirements.
Independent Professional Advice
Directors have the right, in connection with their duties and responsibilities as directors, to seek independent
professional advice at the Company’s expense. Prior approval of the Chairman is required, which will not be
unreasonably withheld.
‐ 28 ‐
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
Code of Conduct
In view of the size of the Company and the nature of its activities, the Board has considered that an informal
code of conduct is appropriate to guide executives, management and employees in carrying out their duties and
responsibilities.
Diversity Policy
The Company is in the process of establishing a diversity policy having regard to the size of the company and the
nature of its business.
As at 30 June 2015, 50 % (2014: 0.0%) of the workforce is female with no females at board or senior
management level. There are only two employees, one female and one male.
Communication to Market & Shareholders
The Board of Directors aims to ensure that the shareholders, on behalf of whom they act, are informed of all
information necessary to assess the performance of the directors and the Company. Information is
communicated to shareholders and the market through:
the Annual Report which is available to all shareholders;
other periodic reports which are lodged with ASX and available for shareholder scrutiny;
other announcements made in accordance with ASX Listing Rules;
special purpose information memoranda issued to shareholders as appropriate;
the Annual General Meeting and other meetings called to obtain approval for board action as appropriate;
and,
The Company's website.
Share Trading
Dealings are not permitted at any time whilst in the possession of price sensitive information not already
available to the market. In addition, the Corporations Act 2001 prohibits the purchase or sale of securities whilst
a person is in possession of inside information.
External Auditors
The external auditor is Ernst and Young. The external auditors are invited to attend the annual general meeting
and be available to answer shareholder questions about the conduct of the audit and the preparation and
content of the auditor's report.
Full details of the company’s corporate governance practices can be viewed at its website
www.cullenresources.com.au.
‐ 29 ‐
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
Consolidated Statement of Financial Position
as at 30 June 2015
Current Assets
Cash and cash equivalents
Receivables
Total Current Assets
Non Current Assets
Other financial assets
Plant & Equipment
Exploration & Evaluation
Total Non Current Assets
Total Assets
Current Liabilities
Trade and other payables
Provisions
Total Current Liabilities
Total Liabilities
Net Assets
Equity
Issued Capital
Share based payment reserve
Accumulated Losses
Total Equity
Note
21(i)
5
6
7
8
9
10
11
12
13
Consolidated
2015
$
867,152
93,804
960,956
10,000
‐
5,329,287
5,339,287
6,300,243
299,480
111,171
410,651
2014
$
1,073,739
89,020
1,162,759
12,400
963
4,483,886
4,497,249
5,660,008
145,939
121,829
267,768
410,651
267,768
5,889,592
5,392,240
42,276,087
1,459,725
(37,846,220)
5,889,592
40,521,766
1,301,725
(36,431,251)
5,392,240
These financial statements should be read in conjunction with the accompanying notes.
‐ 30 ‐
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
Consolidated Statement of Changes in Equity
for the year ended 30 June 2015
Note
Issued
Capital
$
Share Based
Payment
Reserve
$
Accumulated
Losses
$
Total
Equity
$
At 1 July 2013
39,201,266
1,280,125
(34,550,658)
5,930,733
Loss for the year
Other comprehensive income
Total comprehensive
income/(expense) for the year
‐
‐
‐
Issue of share capital
1,320,500
Share issue costs
Share based payments
12
‐
‐
‐
‐
‐
‐
‐
21,600
(1,880,593)
(1,880,593)
‐
‐
(1,880,593)
(1,880,593)
‐
‐
‐
1,320,500
‐
21,600
At 30 June 2014
40,521,766
1,301,725
(36,431,251)
5,392,240
Note
Issued
Capital
$
Share Based
Payment
Reserve
$
Accumulated
Losses
$
Total
Equity
$
At 1 July 2014
40,521,766
1,301,725
(36,431,251)
5,392,240
Loss for the year
Other comprehensive income
Total comprehensive
income/(expense) for the year
Issue of share capital
Share issue costs
‐
‐
‐
1,793,201
(38,880)
‐
‐
‐
‐
‐
Share based payments
12
‐
158,000
(1,414,969)
(1,414,969)
‐
‐
(1,414,969)
(1,414,969)
‐
‐
‐
1,793,201
(38,880)
158,000
At 30 June 2015
42,276,087
1,459,725
(37,846,220)
5,889,592
These financial statements should be read in conjunction with the accompanying notes.
‐ 31 ‐
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
Consolidated Statement of Comprehensive Income
for the year ended 30 June 2015
Revenues
Rent
Salaries and Consultants' fees
Compliance expenses
Impairment of exploration expenditure
Share based payments
Depreciation
Other expenses
Loss before income tax
Income tax
Net Loss attributable to members of
Cullen Resources Limited after tax
Other Comprehensive Income:
Total comprehensive (loss)
for the period
Basic (loss) per share
(cents per share)
Diluted (loss) per share
(cents per share)
Note
3
8
12
4
22
22
Consolidated
2015
$
2014
$
130,816
116,211
(37,359)
(409,590)
(156,633)
(644,867)
(158,000)
(963)
(138,373)
(41,966)
(387,822)
(147,392)
(1,258,108)
(21,600)
(2,209)
(137,707)
(1,414,969)
(1,880,593)
‐
‐
(1,414,969)
(1,880,593)
‐
‐
(1,414,969)
(1,880,593)
(0.13)
(0.21)
(0.13)
(0.21)
These financial statements should be read in conjunction with the accompanying notes.
‐ 32 ‐
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
Consolidated Statement of Cash Flows
for the year ended 30 June 2015
Note
Consolidated
2015
$
2014
$
Cash flows from operating activities
Research and development grant
Cash payments in the course of operations
GST refunded
Interest received
99,529
(682,784)
81,328
8,560
83,527
(841,845)
108,668
29,223
Net operating cash flows
21(ii)
(493,367)
(620,427)
Cash flows from investing activities
Refund of security deposits
Proceeds from sale plant & equipment
Payments for exploration & evaluation
Net investing cash flows
Cash flows from financing activities
Proceeds from issue of shares
Share issue costs
Net financing cash flows
Net decrease in cash
and cash equivalents
Cash and cash equivalents at the
beginning of the financial year
Cash and cash equivalents at the end
of the financial year
‐
22,727
(1,490,268)
20,000
‐
(1,530,372)
(1,467,541)
(1,510,372)
1,793,201
(38,880)
1,320,500
‐
1,754,321
1,320,500
(206,587)
(810,299)
1,073,739
1,884,038
21(i)
867,152
1,073,739
These financial statements should be read in conjunction with the accompanying notes.
‐ 33 ‐
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
Notes to the Financial Statements
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation
(a)
The financial statements are general purpose financial statements, which have been prepared in accordance with the requirements
of the Corporations Act 2001, and Australian Accounting Standards. The financial statements have also been prepared in
accordance with the historical cost convention using the accounting policies described below.
Statement of compliance
(b)
The financial statements comply with Australian Accounting Standards as issued by the Australian Accounting Standards Board and
International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
Accounting policies and disclosures
(c)
The Consolidated Entity has adopted all new and amended Australian Accounting Standards and AASB interpretations which were
applicable as of 1 July 2014. Adoption of other new and amended Australian Accounting Standards and AASB interpretations did not
have any effect on the financial position or performance of the Consolidated Entity.
The Consolidated Entity has not elected to early adopt any new standards or amendments.
Going Concern
The accounts have been prepared on the going concern basis, which contemplates continuity of normal business activities and the
realisation of assets and liabilities in the normal course of business.
The Consolidated Entity had cash assets of $867,112 at 30 June 2015. The directors acknowledge that continued exploration and
development of the consolidated group’s mineral exploration projects will necessitate further capital raisings.
The Consolidated Entity remains dependent on its ability to raise funding in volatile capital markets. However, the directors
continue to believe that the going concern basis of accounting by the Consolidated Entity is appropriate as the Company and
Consolidated Entity have successfully completed capital raisings during the year to 30 June 2015, notwithstanding the challenging
conditions in equity markets.
In consideration of the above matters, the directors have determined that it is reasonably foreseeable that the Consolidated Entity will
continue as going concern and that it is appropriate that the going concern method of accounting be adopted in the preparation of the
financial statements. In the event that the Consolidated Entity is unable to continue as a going concern (due to inability to raise future
funding requirements), it may be required to realise its assets at amounts different to those currently recognised, settle liabilities other
than in the ordinary course of business and make provisions for other costs which may arise as a result of cessation or curtailment of
normal business operations.
Accordingly, the financial statements do not include adjustments relating to the recoverability and classification of assets amount
or to the amounts and classification of liabilities that might be necessary if the Consolidated Entity does not continue a going
concern.
Principles of consolidation
(d)
The consolidated financial statements include the financial statements of Cullen Resources Limited and the results of all of its
controlled entities which are referred to collectively throughout these financial statements as the “Consolidated Entity”. The results
of controlled entities are prepared for the same reporting period as the parent, using consistent accounting policies. All inter‐entity
balances and transactions, and unrealised profits arising from intra‐economic entity transactions, have been eliminated in full.
Taxes
(e)
Income tax
Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences, except:
where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction
that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or
loss; or
34
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
in respect of taxable temporary differences associated with investments in subsidiaries, associates and interest in joint venture,
where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary
differences will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry‐forward of unused tax assets and unused
tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences,
and the carry‐forward of unused tax credits and unused tax losses can be utilised, except:
where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an
asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss; or
in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint
ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse
in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is
realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance
sheet date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in the Consolidated Statement of
Comprehensive Income.
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
Consolidated Statement of Financial Position. Cash flows are included in the Consolidated Statement of Cash Flows on a gross basis
and the GST component of cash flows arising from investing and financing activities, which is 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.
Provision for employee benefits
(f)
Provision has been made in the financial statements for benefits accruing to employees in relation to annual leave and long service
leave. Annual leave provisions expected to be settled within twelve months are measured at their nominal amounts. Long service
leave provisions are measured at the present value of the estimated future cash outflow to be made in respect of services provided
by employees up to the reporting date. In determining the present value of future cash outflows, the interest rates attaching to
Australian corporate bond securities which have terms to maturity approximating the terms of the related liabilities are used.
Investments in controlled entities
(g)
Investments in controlled entities are carried in the company’s financial statements at the lower of cost and recoverable amount.
Dividends and distributions are brought to account when they are proposed by the controlled entities.
Exploration and Evaluation Expenditure
Expenditure is deferred
(h)
(i)
Expenditure on exploration and evaluation is accounted for in accordance with the 'area of interest' method. Exploration and
evaluation expenditure is capitalised provided the rights to tenure of the area of interest is current and either:
the exploration and evaluation activities are expected to be recouped through successful development and exploitation of the
area of interest or, alternatively, by its sale; or
exploration and evaluation activities in the area of interest have not at the reporting date reached a stage that permits a
reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant
operations in, or relating to, the area of interest are continuing.
35
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
When the technical feasibility and commercial viability of extracting a mineral resource have been demonstrated then any
capitalised exploration and evaluation expenditure is reclassified as capitalised mine development. Prior to reclassification,
capitalised exploration and evaluation expenditure is assessed for impairment.
Impairment
The carrying value of capitalised exploration and evaluation expenditure is assessed for impairment at the area of interest level
whenever facts and circumstances suggest that the carrying amount of the asset may exceed its recoverable amount.
An impairment exists when the carrying amount of an area of interest exceeds its estimated recoverable amount. The area of
interest is then written down to its recoverable amount. Any impairment losses are recognised in the Consolidated Statement of
Comprehensive Income.
(i)
Both the functional and presentation currency of Cullen Resources Limited and its Australian subsidiaries is Australian dollars ($A).
Foreign currency
Foreign currency transactions are translated to Australian currency at the rate of exchange ruling at the date of the transactions.
Monetary items in foreign currencies at balance date are translated at the rates of exchange ruling on that date.
Exchange differences relating to amounts payable and receivable in foreign currencies are brought to account in the Consolidated
Statement of Comprehensive Income in the financial year in which the exchange rates change, as exchange gains or losses.
(j)
Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses.
Plant and equipment
Depreciation is calculated on a straight‐line basis over the estimated useful life of the assets as follows:
Plant and equipment – over 3 to 8 years.
The assets residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate at each financial year
end.
Revenue
(k)
Other revenue includes interest revenue on short term deposit received from other persons. It is brought to account using the
effective interest rate method. This is a method of calculating the amortised cost of a financial asset and allocating the interest
income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash
receipts through the expected life of the financial asset to the net carrying amount of the financial asset.
Joint Operations
(l)
The Consolidated Entity recognises in relation to its joint operations:
‐
Assets, including its share of any assets held jointly
‐
Liabilities, including its share of any liabilities incurred jointly
‐
Revenue from the sale of its share of the output arising from the joint operation
‐
Share of the revenue from the sale of the output by the joint operation
‐
Expenses, including its share of any expenses incurred jointly
Payables
(m)
Liabilities for trade creditors and other amounts are carried at cost which is the fair value of the consideration to be paid in the
future for goods and services received, whether or not billed to the Consolidated Entity.
Cash and cash equivalents
(n)
Cash and cash equivalents in the balance sheet comprise cash at bank and in hand and short‐term deposits with an original
maturity of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant
risk of changes in value. For the purposes of the Consolidated Statement of Cash Flows, cash includes cash on hand and in banks,
and money market investments readily convertible to cash within 2 working days.
Leases
(o)
The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and requires an
assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets and the
arrangement conveys a right to use the asset.
Operating lease payments are recognised as an expense in the Consolidated Statement of Comprehensive Income on a straight‐line
basis over the lease term.
36
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
Issued capital
(p)
Issued and paid up capital is recognised at the fair value of the consideration received by the Consolidated Entity. Any transaction
costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received.
Earnings per share (EPS)
(q)
Basic EPS is calculated as net profit/(loss) attributable to members, adjusted to exclude costs of servicing equity, divided by the
weighted average number of ordinary shares, adjusted for any bonus element. Diluted EPS is calculated as net profit/ (loss)
attributable to members, adjusted for:
costs of servicing equity;
the after tax effect of interest associated with dilutive potential ordinary shares that have been recognised as expenses;
and
other non‐discretionary changes in revenues or expenses during the period that would result from the dilution of potential
ordinary shares;
divided by the weighted average number of ordinary shares, adjusted for any bonus element.
(r)
The accounting policies adopted are consistent with those of the previous year, except as noted at Note 1(c).
Change in accounting policies
Share based payments
(s)
At each subsequent reporting date until vesting, the cumulative charge to the Consolidated Statement of Comprehensive Income is
the product of:
(i)
(ii)
(iii)
The grant date fair value of the option.
The current best estimate of the number of options that will vest, taking into account such factors as the likelihood of
employee turnover during the vesting period and the likelihood of non‐market performance conditions being met.
The expired portion of the vesting period.
The charge to the Consolidated Statement of Comprehensive Income for the period is the cumulative amount as calculated above
less the amounts already charged in previous periods. There is a corresponding entry to equity.
The company may also issue options that do not have any vesting conditions.
Until an option has vested, any amounts recorded are contingent and will be adjusted if more or fewer options vest than were
originally anticipated to do so. Any option subject to a market condition is considered to vest irrespective of whether or not that
market condition is fulfilled, provided that all other conditions are satisfied.
If the terms of an equity‐settled option are modified, as a minimum an expense is recognised as if the terms had not been
modified. An additional expense is recognised for any modification that increases the total fair value of the share‐based payment
arrangement, or is otherwise beneficial to the employee, as measured at the date of modification.
If an equity‐settled option is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet
recognised for the option is recognised immediately. However, if a new option is substituted for the cancelled option and
designated as a replacement option on the date that it is granted, the cancelled and new option are treated as if they were a
modification of the original option, as described in the previous paragraph.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of diluted earnings per
share.
Investment and other financial assets
(t)
Financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement are classified as either financial assets
at fair value through profit or loss, loans and receivables, held‐to‐maturity investments, or available‐for‐sale investments, as
appropriate. When financial assets are recognised initially, they are measured at fair value, plus, in the case of assets not at fair value
through profit or loss, directly attributable transactions costs. The Consolidated Entity determines the classification of its financial
assets after initial recognition and, when allowed and appropriate, re‐evaluates this designation at each financial year‐end.
Subsequent measurement of available‐for‐sale financial assets
Available‐for‐sale financial assets are non‐derivative financial assets that are designated as available‐for‐sale. After initial
measurement, available–for‐sale financial assets are measured at fair value with unrealised gains or losses recognised as other
comprehensive income in the available‐for‐sale reserve until the investment is derecognised, at which time the cumulative gain or
loss recorded is recognised in the income statement, or determined to be impaired, at which time the cumulative loss recorded is
recognised in the Consolidated Statement of Comprehensive Income.
37
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
Impairment of non‐financial assets
(u)
Non‐financial assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may
not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable
amount. Recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows that are largely
independent of the cash inflows from other assets or groups of assets (cash‐generating units). Non‐financial assets other than
goodwill that suffered impairment are tested for possible reversal of the impairment whenever events or changes in circumstances
indicate that the impairment may have reversed.
New accounting standards and interpretations
(v)
International Accounting Standards and Interpretations that have recently been issued or amended but are not yet effective have
not been adopted by the Group for the annual reporting period ended 30 June 2015. These are outlined in the table below.
38
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
Application
date of
standard
Application
date for Group
1 January 2018
1 July 2018
Accounting
Standard
Title
Summary
AASB 9
Financial
Instruments
AASB 9 (December 2014) is a new Principal standard
which replaces AASB 139. This new Principal version
supersedes AASB 9 issued in December 2009 (as
amended) and AASB 9 (issued in December 2010) and
includes a model for classification and measurement, a
single, forward‐looking ‘expected loss’ impairment model
and a substantially‐reformed approach to hedge
accounting.
AASB 9 is effective for annual periods beginning on or
after 1 January 2018. However, the Standard is available
for early application. The own credit changes can be early
applied in isolation without otherwise changing the
accounting for financial instruments.
The final version of AASB 9 introduces a new expected‐
loss impairment model that will require more timely
recognition of expected credit losses. Specifically, the
new Standard requires entities to account for expected
credit losses from when financial instruments are first
recognised and to recognise full lifetime expected losses
on a more timely basis.
Amendments to AASB 9 (December 2009 & 2010
editions and AASB 2013‐9) issued in December 2013
included the new hedge accounting requirements,
including changes to hedge effectiveness testing,
treatment of hedging costs, risk components that can be
hedged and disclosures.
AASB 9 includes requirements for a simpler approach for
classification and measurement of financial assets
compared with the requirements of AASB 139.
The main changes are described below.
a.
classified based on (1) the objective of the entity's
business model for managing the financial assets; (2) the
characteristics of the contractual cash flows.
b.
recognition to present gains and losses on investments in
equity instruments that are not held for trading in other
comprehensive income. Dividends in respect of these
investments that are a return on investment can be
recognised in profit or loss and there is no impairment or
recycling on disposal of the instrument.
c.
Financial assets can be designated and measured
at fair value through profit or loss at initial recognition if
doing so eliminates or significantly reduces a
measurement or recognition inconsistency that would
arise from measuring assets or liabilities, or recognising
the gains and losses on them, on different bases.
d.
Where the fair value option is used for financial
liabilities the change in fair value is to be accounted for
as follows:
►
are presented in other comprehensive income (OCI)
►
loss
Financial assets that are debt instruments will be
The change attributable to changes in credit risk
The remaining change is presented in profit or
Allows an irrevocable election on initial
‐ 39 ‐
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
Application
date of
standard
Application
date for Group
1 January 2018
1 July 2018
1 January 2016
1 July 2016
1 January 2016
1 July 2016
Accounting
Standard
Title
Summary
AASB 9
(continued)
Financial
Instruments
AASB 14
Regulatory deferral
accounts
AASB 2014‐3
Amendments to
Australian
Accounting
Standards –
Accounting for
Acquisitions of
Interests in Joint
Operations
[AASB 1 & AASB 11]
AASB 9 also removes the volatility in profit or loss that
was caused by changes in the credit risk of liabilities
elected to be measured at fair value. This change in
accounting means that gains caused by the deterioration
of an entity’s own credit risk on such liabilities are no
longer recognised in profit or loss.
Consequential amendments were also made to other
standards as a result of AASB 9, introduced by AASB
2009‐11 and superseded by AASB 2010‐7, AASB 2010‐10
and AASB 2014‐1 – Part E.
AASB 2014‐7 incorporates the consequential
amendments arising from the issuance of AASB 9 in Dec
2014.
AASB 2014‐8 limits the application of the existing
versions of AASB 9 (AASB 9 (December 2009) and AASB 9
(December 2010)) from 1 February 2015 and applies to
annual reporting periods beginning on after 1 January
2015.
AASB 14 permits first‐time adopters to continue to
account for amounts related to rate regulation in
accordance with their previous GAAP when they adopt
Australian Accounting Standards. However, to enhance
comparability with entities that already apply Australian
Accounting Standards and do not recognise such
amounts, AASB 14 requires that the effect of rate
regulation must be presented separately from other
items. An entity that is not a first‐time adopter of
Australian Accounting Standards will not be able to apply
AASB 14.
AASB 2014‐1 Part D makes amendments to AASB 1 First‐
time Adoption of Australian Accounting Standards, which
arise from the issuance of AASB 14 Regulatory Deferral
Accounts in June 2014.
AASB 2014‐3 amends AASB 11 to provide guidance on
the accounting for acquisitions of interests in joint
operations in which the activity constitutes a business.
The amendments require:
(a) the acquirer of an interest in a joint operation in
which the activity constitutes a business, as defined in
AASB 3 Business Combinations, to apply all of the
principles on business combinations accounting in AASB 3
and other Australian Accounting Standards except for
those principles that conflict with the guidance in AASB
11; and
(b) the acquirer to disclose the information required by
AASB 3 and other Australian Accounting Standards for
business combinations.
This Standard also makes an editorial correction to AASB
11
‐ 40 ‐
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
Application
date of
standard
Application
date for Group
1 January 2016
1 July 2016
1 January 2016
1 July 2016
1 January 2017
1 July 2017
Accounting
Standard
AASB 2014‐4
AASB 2014‐6
AASB 15
Title
Summary
Clarification of
Acceptable
Methods of
Depreciation and
Amortisation
(Amendments to
AASB 116 and AASB
138)
Amendments to
Australian
Accounting
Standards –
Agriculture: Bearer
Plants
[AASB 101, AASB
116, AASB 117,
AASB 123, AASB
136, AASB 140 &
AASB 141]
Revenue from
Contracts with
Customers
AASB 116 and AASB 138 both establish the principle for
the basis of depreciation and amortisation as being the
expected pattern of consumption of the future economic
benefits of an asset.
The IASB has clarified that the use of revenue‐based
methods to calculate the depreciation of an asset is not
appropriate because revenue generated by an activity
that includes the use of an asset generally reflects factors
other than the consumption of the economic benefits
embodied in the asset.
The amendment also clarified that revenue is generally
presumed to be an inappropriate basis for measuring the
consumption of the economic benefits embodied in an
intangible asset. This presumption, however, can be
rebutted in certain limited circumstances.
The amendments require that bearer plants such as
grape vines, rubber trees and oil palms, should be
accounted for in the same way as property, plant and
equipment in AASB 116 Property, Plant and Equipment,
because their operation is similar to that of
manufacturing.
The produce growing on bearer plants will remain within
the scope of AASB 141.
This Standard also makes various editorial corrections to
other Australian Accounting Standards.
In May 2014, the IASB issued IFRS 15 Revenue from
Contracts with Customers, which replaces IAS 11
Construction Contracts, IAS 18 Revenue and related
Interpretations (IFRIC 13 Customer Loyalty Programmes,
IFRIC 15 Agreements for the Construction of Real Estate,
IFRIC 18 Transfers of Assets from Customers and SIC‐31
Revenue—Barter Transactions Involving Advertising
Services).
The core principle of IFRS 15 is that an entity recognises
revenue to depict the transfer of promised goods or
services to customers in an amount that reflects the
consideration to which the entity expects to be entitled
in exchange for those goods or services. An entity
recognises revenue in accordance with that core principle
by applying the following steps:
(a) Step 1: Identify the contract(s) with a customer
(b) Step 2: Identify the performance obligations in the
contract
(c) Step 3: Determine the transaction price
(d) Step 4: Allocate the transaction price to the
performance obligations in the contract
(e) Step 5: Recognise revenue when (or as) the entity
satisfies a performance obligation
Early application of this standard is permitted.
AASB 2014‐5 incorporates the consequential
amendments to a number Australian Accounting
Standards (including Interpretations) arising from the
issuance of AASB 15.
‐ 41 ‐
For personal use only
Accounting
Standard
AASB 15
(continued)
AASB 2015‐1
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
Title
Summary
Application
date of
standard
Application
date for Group
1 January 2016
1 July 2016
Revenue from
Contracts with
Customers
Amendments to
Australian
Accounting
Standards – Annual
Improvements to
Australian
Accounting
Standards 2012–
2014 Cycle
The IASB has decided to defer the effective date of IFRS
15 to 1 January 2018. The amendment to give effect to
the new effective date for IFRS 15 is expected to be
issued in September 2015. At this time, it is expected
that the AASB will make a corresponding amendment to
AASB 15, which will mean that the application date of
this standard for the Group will move from 1 July 2017 to
1 July 2018.
The subjects of the principal amendments to the
Standards are set out below:
AASB 5 Non‐current Assets Held for Sale and
Discontinued Operations:
Changes in methods of disposal – where an entity
•
reclassifies an asset (or disposal group) directly from
being held for distribution to being held for sale (or visa
versa), an entity shall not follow the guidance in
paragraphs 27–29 to account for this change.
AASB 7 Financial Instruments: Disclosures:
Servicing contracts ‐ clarifies how an entity
•
should apply the guidance in paragraph 42C of AASB 7 to
a servicing contract to decide whether a servicing
contract is ‘continuing involvement’ for the purposes of
applying the disclosure requirements in paragraphs 42E–
42H of AASB 7.
Applicability of the amendments to AASB 7 to
•
condensed interim financial statements ‐ clarify that the
additional disclosure required by the amendments to
AASB 7 Disclosure–Offsetting Financial Assets and
Financial Liabilities is not specifically required for all
interim periods. However, the additional disclosure is
required to be given in condensed interim financial
statements that are prepared in accordance with AASB
134 Interim Financial Reporting when its inclusion would
be required by the requirements of AASB 134.
AASB 119 Employee Benefits:
Discount rate: regional market issue ‐ clarifies
•
that the high quality corporate bonds used to estimate
the discount rate for post‐employment benefit
obligations should be denominated in the same currency
as the liability. Further it clarifies that the depth of the
market for high quality corporate bonds should be
assessed at the currency level.
AASB 134 Interim Financial Reporting:
•
Disclosure of information ‘elsewhere in the
interim financial report’ ‐amends AASB 134 to clarify the
meaning of disclosure of information ‘elsewhere in the
interim financial report’ and to require the inclusion of a
cross‐reference from the interim financial statements to
the location of this information.
The adoption of these new and revised Standards and Interpretations will not be expected to have a material impact on the
financial position or performance of the Group.
2.
SIGNIFICANT ACCOUNTING ESTIMATES AND ASSUMPTIONS
In applying the Consolidated Entity’s accounting policies management continually evaluates estimates and assumptions
based on experience and other factors, including expectations of future events that may have an impact on the Consolidated
Entity. All estimates and assumptions made are believed to be reasonable based on the most current set of circumstances
available to management. Actual results may differ from the estimates and assumptions. Significant estimates and
assumptions made by the management in the preparation of these financial statements are outlined below:
‐ 42 ‐
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
Significant accounting estimates and assumptions
The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future
events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying
amounts of certain assets and liabilities within the next annual reporting period are:
Impairment of capitalised exploration and evaluation expenditure
(a)
The future recoverability of capitalised exploration expenditure is dependent on a number of factors, including whether the
Consolidated Entity decides to exploit the related lease itself or, if not, whether it successfully recovers the related
exploration and evaluation asset through sale. Factors that could impact the future recoverability include the level of
reserves and resources, future technological changes, which could impact the cost of mining, future legal changes (including
changes to environmental restoration obligations) and changes to commodity prices. To the extent that capitalised
exploration and evaluation expenditure is determined not to be recoverable in the future, profits and net assets will be
reduced in the period in which this determination is made. In addition, exploration and evaluation is capitalised if activities in
the area of interest have not yet reached a stage that permits a reasonable assessment of the existence or otherwise of
economically recoverable reserves. To the extent it is determined in the future that this capitalised expenditure should be
written off, profits and net assets will be reduced in the period in which this determination is made.
Share‐based payment transactions
(b)
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 an external valuer using either a
binomial or Black‐Scholes model, with the assumption detailed in Note 16. The accounting estimates and assumptions
relating to equity‐settled share‐based payments would have no impact on the carrying amount of assets and liabilities within
the next annual reporting period but may impact expenses and equity.
‐ 43 ‐
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
3. REVENUE AND EXPENSES
(Loss) after crediting the following revenues:
Other Revenues
Interest received
Research and development grant
Sale of plant and equipment
Royalty
Loss after charging the following expenses:
Consolidated
2015
$
2014
$
8,560
99,529
22,727
‐
130,816
29,223
83,527
‐
3,461
116,211
Auditors remuneration in respect of the Audit of the financial statements
45,731
54,877
Operating lease payments
Superannuation
4.
INCOME TAX
The major components of income tax expenses
are:
Income Statement
Current Income Tax
Current income tax charge/(benefit)
Deferred Income Tax
Relating to origination and reversal of
temporary differences
Income tax expense/(benefit) reported in the
statement of comprehensive income
Operating loss before income tax
Prima facie income tax (benefit)
calculated at 30% (2014: 30%)
Non‐deductible expenses
Non‐assessable income
Income tax losses carried forward/(utilised)
37,359
41,966
49,482
58,149
‐
‐
‐
‐
‐
‐
(1,414,969)
(1,880,593)
(424,491)
(564,178)
57,240
6,769
(29,859)
‐
397,110
557,409
Total income tax (expense)/benefit
‐
‐
Cullen Resources Limited and its 100% owned Australian subsidiaries have entered the tax consolidation regime
from 1 July 2002. The head entity of the tax consolidation group is Cullen Resources Limited.
The entity has adopted the stand alone taxpayer method for measuring current and deferred tax amounts. The
members of the income tax consolidated group have entered into a tax funding agreement.
‐ 44 ‐
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
Consolidated
Deferred Tax Liabilities
Statement of Financial
Position
Statement of Comprehensive
Income
2015
$
2014
$
2015
$
2014
$
Exploration
(1,598,786)
(1,345,166)
253,620
81,679
Deferred Tax Assets
Provisions
Accruals
Deferred tax assets used to
offset deferred tax liabilities (i)
Net Deferred Tax Recognised
in the Statement of Financial Position
33,351
9,150
36,549
10,500
(3,198)
(1,350)
(2,607)
‐
1,556,285
1,298,117
(258,168)
(84,286)
‐
‐
‐
‐
(i)
As at 30 June 2015 future income tax benefits were available to the Consolidated Entity in respect of
operating losses and prospecting and exploration expenditure incurred. The directors estimate the
potential income tax benefit at 30 June 2015 in respect of tax losses not brought to account is $9,286,534
(2014: $8,871,883) and there is no expiry date. The benefit of these losses has only been brought to
account to the extent needed to offset deferred tax liabilities. The remaining benefit will only be obtained
if:
(a)
(b)
the Consolidated Entity derives future assessable income of a nature and of sufficient amount to
enable the benefit to be realised.
the Consolidated Entity continues to comply with the conditions for deductibility imposed by the
law; and
(c) no changes in tax legislation adversely affect the Consolidated Entity in realising the benefit.
5. RECEIVABLES
Current
Other debtors
Other debtors includes GST receivable which is non‐interest bearing.
6. OTHER FINANCIAL ASSETS
Non current
Security deposits
The security deposits are non‐interest bearing and relate to mining tenements.
Consolidated
2015
$
2014
$
93,804
89,020
10,000
10,000
12,400
12,400
‐ 45 ‐
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
7. PLANT & EQUIPMENT
Plant & Equipment at cost
Opening balance
Disposals
Closing balance
Plant & Equipment – Accumulated depreciation
Opening balance
Depreciation
Disposals
Closing balance
Total written down amount
(a) Reconciliation
Plant & Equipment
Carrying amount at beginning
Disposals
Depreciation expense
8. EXPLORATION & EVALUATION
Costs carried forward in respect of
areas of interest in the exploration
and evaluation phase
Opening balance
Expenditure incurred during the year
Less
Impairment (a)
Closing balance net of impairment
Consolidated
2015
$
2014
$
164,153
(55,791)
108,362
(163,190)
(963)
55,791
(108,362)
164,153
‐
164,153
(160,981)
(2,209)
‐
(163,190)
‐
963
963
‐
(963)
‐
3,172
‐
(2,209)
963
4,483,886
1,490,268
5,974,154
4,211,622
1,530,372
5,741,994
(644,867)
(1,258,108)
5,329,287
4,483,886
Mining tenements are carried forward in accordance with the accounting policy set out in Note 1.
The ultimate recoupment of the book value of deferred costs relating to areas of interest in the exploration and
evaluation phase is dependent upon the successful development and commercial exploitation or, alternatively, sale
of the respective areas of interest and the Consolidated Entity’s ability to continue to meet its financial obligations to
maintain the areas of interest.
(a) Impairment
The Directors have reviewed all exploration projects for indicators of impairment in light of approved budgets.
Where substantive expenditure is neither budgeted nor planned the area of interest has been written down to its
fair value less costs to sell. In determining fair value less cost of disposal the Directors had regard to the best
evidence of what a willing participant would pay in an arms length transaction. Where no such evidence was
available, areas of interest were written down to nil pending the outcome of any future farm‐out arrangement. The
Company will continue to look to attract farm‐in partners and/or recommence exploration should circumstances
change.
‐ 46 ‐
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
9. TRADE AND OTHER PAYABLES
Current
Trade creditors ‐ unsecured
Trade creditors are non‐interest bearing and are normally settled on 30 day terms.
299,480
145,939
Consolidated
2015
$
2014
$
111,171
121,829
42,276,087
40,521,766
10. PROVISIONS
Current
Employee benefits
11. CONTRIBUTED EQUITY
Issued capital
1,378,469,841 ordinary shares
(2014: 1,038,472,843)
Movement in issued shares for the year:
Beginning of the financial year:
Issued at 0.6 cents each (iii)
Issued at 1.2 cents each (i)
Issued at 0.6 cents each (ii)
Issued at 0.38 cents each(ii)
Issued at 0.38 cents each(iii)
Less share issue expenses
End of financial year:
2015
2014
Number of
Shares
1,038,472,843
‐
44,891,671
60,500,000
75,000,000
159,605,327
‐
1,378,469,841
$
Number of
$
Shares
818,389,431
220,083,412
‐
‐
‐
‐
‐
1,038,472,843
39,201,266
1,320,500
‐
‐
‐
‐
‐
40,521,766
40,521,766
‐
538,701
363,000
285,000
606,500
(38,880)
42,276,087
Ordinary shares have the right to receive dividends as declared and, in the event of winding up the company, to
participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid
upon shares held.
Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company.
(i) Issued under a rights issue to shareholders
(ii) Issued under a placement
(ii) Issued under a Share Purchase Plan to shareholders.
Options
As at 30 June 2015 there are 26,000,000 (2014: 6,000,000) unissued shares in respect of which options were
outstanding and the details of these are as follows:
Number
Grant Date
Vesting Date
6,000,000
20,000,000
26,000,000
9/06/14
1/12/14
Various
Nil
Exercise
Price
0.023
0.016
Expiry Date
31 May 2017
30 November 2017
‐ 47 ‐
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
The options have no rights until they are exercised and become ordinary shares.
During the year Nil (2014: 22,000,000) options lapsed.
During the year 20,000,000 options were issued to Directors to align their interest with shareholders.
Since the end of the financial year no shares have been issued by virtue of the exercise of options.
12. SHARE BASED PAYMENT RESERVE
The share based payment reserve represents the cost of share‐based payments to directors, employees and
third parties.
Beginning of the year
Share based payments
End of the year
13. ACCUMULATED LOSSES
Accumulated losses at the beginning of the year
Net loss
Accumulated losses at the end of the year
Consolidated
2015
$
2014
$
1,301,725
158,000
1,280,125
21,600
1,459,725
1,301,725
(36,431,251)
(1,414,969)
(37,846,220)
(34,550,658)
(1,880,593)
(36,431,251)
14. PARTICULARS IN RELATION TO CONTROLLED ENTITIES
The consolidated financial statements at 30 June 2015 include the following controlled entities. The financial
years of all controlled entities are the same as that of the parent entity.
Place of
Incorporation
Interest
%
Investment
$
Name
Cullen Minerals Pty Limited
Cullen Exploration Pty Ltd
Montrose Resources Pty Limited*
Bearmark Investments Pty Ltd
Cullen Resources Namibia Pty Ltd
Cullen Exploration Inc*
ARCTEX OY
ARCTEX AB
Australia
Australia
Australia
Botswana
Namibia
Canada
Finland
Sweden
*During the year this company was de‐registered.
June
2015
June
2014
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
June
2015
‐
‐
‐
‐
15
‐
4,072
7,975
June
2014
‐
‐
1
‐
15
1
4,072
7,975
‐ 48 ‐
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
15. KEY MANAGEMENT PERSONNEL
Compensation for key management personnel
Short‐term employee benefits
Post‐employment benefits
Other long‐term benefits
Termination benefits
Share‐based payments
Total compensation
16. SHARE BASED PAYMENTS
(a)
Recognised share based payment expenses
Director options
Employee options
Consolidated
2015
$
2014
$
438,292
37,050
5,097
‐
122,000
602,439
434,586
36,074
4,988
‐
‐
475,648
2015
$
2014
$
122,000
36,000 21,600
158,000 21,660
‐
Employee Options
(b)
For details/movements around the director options, please refer to the Remuneration Report.
(i)
Options held at the beginning of the reporting period – 1 July 2014
Number
Grant Date
Vest Date
Expiry Date
Weighted
Average
Exercise Price
6,000,000
9/6/14
Various*
31/5/17
$0.023
(ii)(a) Options lapsed during the year ‐ 2015
Number
Grant Date
‐
‐
Vest
Date
‐
Expiry
Date
‐
Weighted Average
Exercise Price
‐
(ii)(b) Options lapsed during the previous year ‐ 2014
Number
Grant Date
Vest
Date
Expiry
Date
6,000,000
14/3/11
14/3/11
13/3/14
Average
Weighted
Exercise Price
$0.06
(iii)(a) Options issued during the year ‐ 2015
Number
Grant Date
Vest Date
Expiry Date
‐
‐
‐
‐
‐ 49 ‐
Weighted
Average
Exercise
Price
‐
Weighted
Average
Share Price
‐
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
(iii)(b) Options issued during the previous year ‐ 2014
Number
Grant Date
Vest Date
Expiry Date
6,000,000
9/6/14
Various*
31/5/17
(iv)
Options held at the end of the reporting period ‐30 June 2015
Number
Grant Date
Vest Date
Expiry Date
Weighted
Average
Exercise
Price
$0.023
Exercise
Price
6,000,000
9/6/14
Various*
31/5/17
$0.023
These options vest in three separate 2,000,000 tranches as follows:
‐
‐
‐
2m vested immediately
2m vested on 1 June 2015
2m vest from 1 June 2016
Weighted
Average
Share Price
$0.013
Weighted Average
Fair Value
of Options
$0.0096
These options had a weighted average exercise price of $0.023 and a weighted average remaining contractual
life of 1.92 years.
The fair value of the equity settled share options granted are estimated as at the date of allocation using a
Binomial Model taking into account the terms and conditions upon which they were granted.
(c)
Weighted average remaining contractual life
Options ‐ Employee
Options ‐ Directors
(d)
Range of exercise prices
Options ‐ Employee
Options ‐ Directors
(e)
Weighted average fair value at date of issue
Options ‐ Employee
Options ‐ Directors
2015
Years
1.92
2.42
2015
cents
2.3
1.6
2015
cents
‐
0.61
2014
Years
2.92
‐
2014
cents
2.3
‐
2014
cents
0.96
‐
Option pricing model
(f)
The fair value of the equity settled share options granted are estimated as at the date of allocation using a
Binomial Model taking into account the terms and conditions upon which they were granted.
The following table lists the inputs to the models used at the date of allocation for employee and directors’
options:
Expected volatility
Risk free interest rate
Exercise price
Share price at measurement date
‐ 50 ‐
2015
155.19%
2.135%
$0.016
$0.008
2014
145.31%
2.855%
0.023
0.013
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
17. JOINT OPERATIONS
The Consolidated Entity has interests in the following joint operations:
Principal Activity
Other Participant
(a) Hardey Junction
Exploration
Northern Star Resources Ltd (Northern Star)
(b) Mt Stuart
Exploration
Australian Premium Iron Management Pty Limited (API)
(c) Wyloo
Exploration
Fortescue Mining Group Limited (Fortescue)
(d) Tunnel Creek/Saltwater Pool
Exploration
Thundelarra Exploration / Lion One Metals Limited
(e) Paraburdoo
Exploration
Fortescue Mining Group Limited (Fortescue)
(f) Forrestania
Exploration
Hannans Reward Limited (Hannans)
(g) Killaloe
Exploration
Matsa Resources Limited (Matsa)
a)
b)
c)
d)
e)
f)
Northern Star has an 80% interest, Cullen is 20% free carried.
API has earned a 70% interest in the iron ore rights and Cullen is contributing at 30% for its interest.
Fortescue has a 51% interest and can earn up to 80% in the iron ore rights.
Thundelarra Exploration/ Lion One Metals can earn 70%, Cullen has a 100% interest.
Fortescue can earn up to 80% in the iron ore rights, Cullen has a 100% interest.
Hannans has an 80% interest; Cullen is 20% free carried.
g) Matsa has an 80% interest; Cullen is 20% free carried.
The joint operations are not separate legal entities. They are contractual arrangements between the participants for the
sharing of costs and any outputs and do not, in themselves, generate revenue and profit. The net contribution of any jointly
controlled assets to the operating profit before income tax is $Nil (2014: $Nil). The Consolidated Entity’s assets employed in
the jointly controlled assets, are included in the balance sheet of the Consolidated Entity as follows:
Current Assets
Receivables
Non‐Current Assets
Exploration and expenditure
Current Liabilities
Trade and other payables
18. COMMITMENTS
(a) Minimum exploration work
Consolidated
2015
$
2014
$
75,610
44,124
5,329,287
4,457,944
85,132
‐
The Consolidated Entity has certain obligations to perform minimum exploration work and expend minimum amounts of
money on mineral exploration tenements. The Consolidated Entity has committed to expend a minimum of $1,569,260
(2014: $1,857,838) over the next year to keep its current tenements in good standing. Approximately 61% (2014: 64%) of
this expenditure will be met by our joint operations partners.
‐ 51 ‐
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
(b) Joint Operation commitment
The Consolidated Entity has certain obligations in respect to the Mt Stuart joint operation and maybe required to expend
further funds over the next year being its share of the joint operation’s expenditure. The Consolidated Entity’s share of the
joint operation’s total budgeted expenditure over the next year is $684,000.
(c) Lease expenditure commitments
Lease expenditure commitment
Operating leases (non‐cancellable) for premises
Minimum lease payments
‐
‐
not later than one year
later than one year and not later than five years
Aggregate lease expenditure contracted for at reporting
date but not provided for
Consolidated
2015
$
2014
$
30,969
‐
36,598
31,508
30,969
68,106
A new lease for the premises was entered into for the period 1 May 2014 to 30 April 2016 with an option for a further two
years. There are no contingent rentals or restrictions imposed by the lease arrangements.
19. RELATED PARTIES
Payments to director related companies
Transactions between related parties are on normal commercial terms and conditions no more favourable than those
available to other parties unless otherwise stated. Consultancy payments were made to Mosman Corporate Services Pty
Ltd totalling $42,875(2014:$37,750) which is a company controlled by Mr W Kernaghan. There was $3,125 (2014: $3,000)
outstanding at 30 June 2015.
20. OPERATING SEGMENTS
Identification of Reportable Segments
The Consolidated Entity has based its operating segment on the internal reports that are reviewed and used by the executive
management team in assessing performance and in determining the allocation of resources.
The Consolidated Entity currently does not have production and is only involved in exploration. As a consequence, activities
in the operating segment are identified by management based on the manner in which resources are allocated, the nature of
the resources provided and the identity of the manager and country of expenditure. Discrete financial information about
each of these areas is reported to the executive management team on a monthly basis.
Based on this criteria, the Consolidated Entity has only one operating segment, being exploration, and the segment
operations and results are the same as the Consolidated Entity’s results.
Non Current Assets by Geographical regions:
Australia
Canada
21. STATEMENT OF CASH FLOWS
Consolidated
2015
$
2014
$
5,339,287
‐
5,339,287
4,494,849
2,400
4,497,249
(i) Reconciliation of cash
For the purposes of the Consolidated Statement of Cash Flows, cash includes cash at bank and short term deposits at call.
Cash at the end of the financial year as shown in the Consolidated Statement of Cash Flows is reconciled to the related items
in the Consolidated Statement of Financial Position as follows:
Cash on hand
‐ 52 ‐
Consolidated
2015
$
2014
$
867,152
1,073,739
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
(ii) Reconciliation of operating (loss)
after income tax to net cash used in operating activities
Operating (loss) after income tax
Add/(less) non cash items
Profit on sale of plant & equipment
Depreciation
Security deposit written off
Share based payments
Provisions for employee benefits
Impairment exploration expenditure
(Decrease) / Increase in trade and other payables
Decrease / (Increase) in receivables
Net operating cashflows
(1,414,969)
(1,880,593)
(22,727)
963
2,400
158,000
(10,658)
644,867
153,541
(4,784)
‐
2,209
‐
21,600
(8,690)
1,258,108
37,673
(50,734)
(493,367)
(620,427)
Share based payments
During the year the Consolidated Entity made share based payments of $158,000 (2014: $21,600) to directors and an
employee of the Consolidated Entity.
22. EARNINGS/(LOSS)PER SHARE
Basic (loss) per share (cents per share)
Diluted (loss) per share (cents per share)
The following reflects the income and share data used
in the calculations of basic and diluted (loss) per share
Net (loss)
Weighted average number of ordinary shares used in
the calculation of basic and diluted earnings per share
Options on issue at year end are not dilutive and hence
not used in the calculation of diluted EPS
23. FINANCIAL INSTRUMENTS
Consolidated
2015
2014
(0.13)
(0.13)
(0.21)
(0.21)
(1,414,969)
(1,880,593)
1,111,569,227
880,495,161
26,000,000
6,000,000
The Group's financial instruments comprise receivables, payables, and cash and short‐term deposits.
The Group manages its exposure to key financial risks, including interest rate risk in accordance with the Group's financial risk
management policy. The objective of the policy is to support the delivery of the Group's financial targets whilst protecting
future financial security.
The Board reviews and agrees policies for managing each of these risks as summarised below.
Primary responsibility for identification and control of financial risks rests with the Board of Directors. Due to the size and
nature of the company's operations, and as the company does not use derivative instruments or debt, the directors do not
believe the establishment of a risk management committee is warranted.
Interest Rate Risk
(a)
The Group's exposure to market interest rates relates primarily to the Group's cash and cash equivalents.
The Group's exposure to interest rate risk for each class of financial assets and financial liabilities is set out below.
‐ 53 ‐
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
Financial Instruments
Financial Assets
Cash and cash equivalents
Total Financial Assets
Consolidated
Floating
interest rate
Floating
interest rate
2015
$
2014
$
867,152
1,073,739
867,152
1,073,739
Cash gives rise to interest rate risk because the interest rate is variable.
The following summarises the effect on loss and equity of financial instruments held at balance date as a result of a 1%
movement in interest rates, with all other variables remaining constant.
Interest rate +1%
Interest rate ‐1%
Consolidated
(Decrease)/Increase in loss/equity
2015
$
(8,671)
8,671
2014
$
(10,737)
10,737
The selection of 1% sensitivity check was based on recent interest rate adjustments. The same basis was adopted in 2014.
(b) Currency Risk
The Consolidated Entity has limited exposure to foreign currency risk as it pays for its overseas exploration activities from
Australia in various overseas currencies.
(c) Credit Risk
Credit risk arises from the financial assets of the Consolidated Entity, namely trade and other receivables. The Consolidated
Entity's exposure to credit risk arises from potential default of the counter party, with a maximum exposure equal to its
carrying amount. Exposure at balance date is addressed in each applicable note.
The Consolidated Entity does not hold any credit derivatives to offset its credit exposure.
Receivable balances are monitored on an ongoing basis with the result that the Consolidated Entity's exposure to bad debts is
not significant. Receivables are due from the Australian Taxation Office and other government bodies which have very low
default risk.
There are no significant concentrations of credit risk within the Consolidated Entity and cash and cash equivalents are spread
amongst two of the big four Australian Banks.
(d) Liquidity Risk
The liquidity position of the Consolidated Entity is managed to ensure sufficient liquid funds are available to meet the
Consolidated Entity's financial commitments in a timely and cost‐effective manner. The Consolidated Entity funds its activities
through capital raisings in order to limit its liquidity risk which is monitored on a monthly basis.
Contractual maturity of the trade payables is within 30 day terms.
The Consolidate Entity manages its liquidity risk by monitoring the total cash inflows and outflows expected on a monthly basis.
The Consolidated entity has established comprehensive risk reporting covering its business units that reflect expectations of
management of the expected statement of financial assets and liabilities.
(e) Capital Management
Management controls the capital of the Consolidated Entity in order to provide the shareholders with adequate returns and
ensure that the group can fund its operations and continue as a going concern.
There are no externally imposed capital requirements.
Management effectively manages the group's capital by assessing the Consolidated Entity's financial risks and adjusting its
capital structure in responses to include the management of debt levels, distributions to shareholders and share issues.
‐ 54 ‐
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
The Consolidated Entity uses cash flow forecasts to manage and adjust its capital management.
There have been no changes in the strategy adopted by management to control the capital of the Consolidated Entity since the
prior year.
Capital managed by the Consolidated Entity consists of shareholders equity.
Shareholders equity
24. AUDITOR'S REMUNERATION
Amounts received or due and receivable
by Ernst and Young
‐
‐
an audit or review of the financial report
of the entity and any other entity in the
Consolidated Entity
taxation services provided to the Consolidated Entity
25. PARENT ENTITY INFORMATION
Information relating to Cullen Resources Limited.
Current assets
Total assets
Current liabilities
Total liabilities
Issued capital
Accumulated losses
Share based payment reserve
Total shareholders' equity
Loss of the parent entity
Total comprehensive income of the parent entity
Consolidated
2015
$
2014
$
5,889,592
5,392,240
Consolidated
2015
$
2014
$
45,731
10,872
56,603
54,877
8,353
63,230
2015
$
2014
$
794,431
5,956,773
55,119
55,119
42,276,087
37,834,148
1,459,725
5,901,654
1,414,969
1,414,969
1,053,435
5,480,120
75,818
75,818
40,521,766
36,419,189
1,301,725
5,404,302
1,880,418
1,880,418
The parent entity has no contingent liabilities, nor does it have any contractual commitments for the acquisition of property,
plant or equipment.
26. SUBSEQUENT EVENTS
There has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or
event of a material and unusual nature likely, in the opinion of the directors, to affect the operations of the Consolidated
Entity, the results of those operations or the state of affairs of the Consolidated Entity in the subsequent financial years
other than the following:
The Group have sold its interest in the tenements which form the Wyloo Iron Ore Rights Joint Venture to its
partner Fortescue Metals Limited for $50,000 together with a further $950,000 on a decision to mine and a royalty
of 1.5% FOB for the first 15 million tonnes mined.
27. CORPORATE INFORMATION
The financial report of Cullen Resources Limited for the year ended 30 June 2015 was authorised for issue in accordance with
a resolution of the directors on 18 September 2015.
Cullen Resources Limited is a for profit company limited by shares incorporated in Australia whose shares are publicly traded
on the Australian Stock Exchange.
‐ 55 ‐
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
DIRECTORS' DECLARATION
In accordance with a resolution of the directors of Cullen Resources Limited, I state that:
In the opinion of the directors:
(a)
the financial statements and notes of the Consolidated Entity are 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 2015
and of its performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards (including the Australian Accounting
Interpretations) and the Corporations Regulations 2001; and
the financial statements and notes also comply with International Financial Reporting Standards as
disclosed in Note 1(b).
subject to the achievement of the matters in Note 1(c), there are reasonable grounds to believe
that the Consolidated Entity will be able to pay its debts as and when they become due and
payable.
this declaration has been made after receiving the declaration required to be made to the
directors in accordance with section 295A of the Corporations Act 2001 for the financial year
ended 30 June 2015.
(b)
(c)
(d)
On behalf of the Board
C. Ringrose
Director
Perth, WA
18 September 2015
‐ 56 ‐
For personal use only
Ernst & Young
11 Mounts Bay Road
Perth WA 6000 Australia
GPO Box M939 Perth WA 6843
Tel: +61 8 9429 2222
Fax: +61 8 9429 2436
ey.com/au
Independent auditor's report to the members of Cullen Resources
Limited
We have audited the accompanying financial report of Cullen Resources Limited, which comprises the
consolidated statement of financial position as at 30 June 2015, the consolidated statement of
comprehensive income, the consolidated statement of changes in equity and the 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 controls as the directors determine are necessary to enable the preparation of the financial
report that is free from material misstatement, whether due to fraud or error. In Note 1, the directors also
state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the
financial statements comply with International Financial Reporting Standards.
Auditor's responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our
audit in accordance with Australian Auditing Standards. Those standards require that we comply with
relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain
reasonable assurance about whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the financial report. The procedures selected depend on the auditor's judgment, 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 controls 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 controls. An audit also includes evaluating the appropriateness of accounting policies used and
the reasonableness of accounting estimates made by the directors, as well as evaluating the overall
presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Independence
In conducting our audit we have complied with the independence requirements of the Corporations Act
2001. We have given to the directors of the company a written Auditor’s Independence Declaration, a
copy of which is included in the directors’ report.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
MH:JH:CULLEN:004
For personal use only
Opinion
In our opinion:
a.
the financial report of Cullen Resources Limited is in accordance with the Corporations Act 2001,
including:
i.
ii.
giving a true and fair view of the consolidated entity's financial position as at 30 June 2015 and
of its performance for the year ended on that date; and
complying with Australian Accounting Standards and the Corporations Regulations 2001; and
b.
the financial report also complies with International Financial Reporting Standards as disclosed in
Note 1.
Report on the remuneration report
We have audited the Remuneration Report included in the directors' report for the year ended 30 June
2015. 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 Cullen Resources Limited for the year ended 30 June 2015,
complies with section 300A of the Corporations Act 2001.
Emphasis of matter
Without qualifying our opinion, we draw attention to Note 1 in the financial report, which describes the
principal conditions that raise doubt about the consolidated entity’s ability to continue as a going concern.
These conditions indicate the existence of a material uncertainty that may cast significant doubt about the
consolidated entity’s ability to continue as a going concern and therefore, the consolidated entity may be
unable to realise its assets and discharge its liabilities in the normal course of business.
Ernst & Young
V L Hoang
Partner
Perth
18 September 2015
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
MH:JH:CULLEN:004
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
SHAREHOLDER INFORMATION
CAPITAL STRUCTURE
As at 16 September 2015, the company had the following securities on issue:
Issued Capital
Top 20 Shareholders
Total holding of twenty largest shareholders
% of total shares on issue
Distribution of shareholders
1 ‐ 1,000 shares
1,001 ‐ 5,000 shares
5,001 ‐ 10,000 shares
10,001 ‐ 100,000 shares
100,001 and over
Total
Fully paid
Ordinary shares
1,378,469,841
609,300,538
44.2%
168
174
345
1,484
840
3,011
Unmarketable Parcels as at 16 September 2015
Minimum $500.00
2,237
OPTIONS
As at 16 September 2015, 26,000,000 unissued shares in respect of options were outstanding.
These are as follows:
Number
6,000,000
20,000,000
Exercise Price
$0.023
$0.016
Expiry Date
31 May 2017
30 November 2017
SUBSTANTIAL SHAREHOLDERS
The company has two Substantial Shareholders as at 16 September 2015
Name
Perth Capital Pty Ltd, Wythenshawe
Pty Ltd & Associates
Baosteel Group Corporation & Aurizon
Holdings Limited
%
20.84
No. of shares
282,246,839
7.4
102,343,426
‐ 59 ‐
For personal use only
CULLEN RESOURCES LIMITED ‐ ANNUAL REPORT 2015
TWENTY LARGEST SHAREHOLDERS
The names of the twenty holders of the fully paid shares at 16 September 2015 are listed below:
Name
Perth Capital Pty Ltd
Penoir Pty Ltd
Glyde Street Nominees Pty Ltd
Perth Capital Pty Ltd
Warramboo Holdings Pty Ltd
Rojo Nero Capital Pty Ltd
Brisbane Investments I Ltd
Brisbane Investments II Ltd
Mr Nan Ze Xu
Kitchsmith Pty Ltd
Innerleithen Pty Ltd
Warramboo Holdings Pty Ltd
Chiatta Pty Ltd
CM Super Fund Pty Ltd
Bellarine Gold Pty Ltd
A N Superannuation Pty Ltd
Wythenshawe Pty Ltd
Aquila Resources Limited
Lindglade Enterprises Pty Ltd
W L Houghton Pty Ltd
Total
No. of Shares
118,440,797
72,000,000
41,661,655
41,465,084
38,955,385
30,063,898
25,411,350
25,411,349
24,395,377
23,166,658
21,662,499
21,606,395
20,947,370
20,000,000
19,805,000
17,947,370
11,947,370
11,846,603
11,619,008
10,947,370
% Held
Rank
8.59
5.22
3.02
3.01
2.83
2.18
1.84
1.84
1.77
1.68
1.57
1.57
1.52
1.45
1.44
1.30
0.87
0.86
0.84
0.79
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
609,300,538
44.20
VOTING RIGHTS
Every member present in person or by representative shall on a show of hands have one vote, and on a poll
every member present in person or by representative, proxy or attorney shall have one vote in respect of each
fully paid share held by him.
‐ 60 ‐
For personal use only
For personal use only