CARAVEL MINERALS LIMITED
ACN 120 069 089
ANNUAL REPORT
30 June 2014
Corporate Directory
DIRECTORS
Mr Marcel Hilmer – Executive Director and Chief Executive Officer (“CEO”)
Mr James Harris – Non-Executive Director
Mr Brett McKeon – Non-Executive Director
Mr Peter Alexander – Non-Executive Director
COMPANY SECRETARY
Mr Simon Robertson
REGISTERED AND PRINCIPAL OFFICE
Level 3, 18 Richardson Street
West Perth 6005
Western Australia
Telephone:
Facsimile:
Internet: www.caravelminerals.com.au
+61 8 9426 6400
+61 8 9426 6448
SHARE REGISTER
Security Transfer Registrars Pty Ltd
770 Canning Highway
Applecross 6153
Western Australia
Telephone:
Facsimile:
+61 8 9315 2333
+61 8 9315 2233
SECURITIES EXCHANGE LISTING
Australian Securities Exchange Limited
Home Branch – Perth
2 The Esplanade
Perth 6000
Western Australia
ASX CODE
CVV - Fully paid ordinary shares
CVVO - $0.07 Listed Options
CVVOA - $0.035 Listed Options
SOLICITORS
Johnson Winter and Slattery
Level 4
167 St Georges Terrace
Perth 6000
Western Australia
AUDITOR
BDO Audit (WA) Pty Ltd
38 Station Street
Subiaco 6008
Western Australia
ANNUAL REPORT 2014
CARAVEL MINERALS LIMITED
Table of Contents
Chief Executive Officers Report ....................................................................................................... 1!
Directors Report ............................................................................................................................... 2!
Remuneration Report ....................................................................................................................... 5!
Corporate Governance Statement ................................................................................................. 11!
Auditor’s Independence Declaration .............................................................................................. 17!
Consolidated Statement of Profit or Loss and Other Comprehensive Income .............................. 18!
Consolidated Statement of Financial Position ............................................................................... 19!
Consolidated Statement of Changes in Equity .............................................................................. 20!
Consolidated Statement of Cash Flows ......................................................................................... 21!
Notes to the Consolidated Financial Statements ........................................................................... 22!
Directors’ Declaration ..................................................................................................................... 51!
Independent Auditor’s Report ........................................................................................................ 52!
ASX Additional Information ............................................................................................................ 54!
ANNUAL REPORT 2014
CARAVEL MINERALS LIMITED
Chief Executive Officer’s Report
CHIEF EXECUTIVE OFFICERS REPORT
DEAR FELLOW SHAREHOLDER,
The past year was characterised by significant exploration success at the Calingiri copper-molybdenum project in
Western Australia. The Company was also pleased to report in March 2014 a cornerstone investment by First Quantum
Minerals (Australia) Pty Limited. The issue raised $1.25 million and a second stage Convertible Loan Agreement was
announced in September 2014 to raise a further $600,000.
The Company’s focus since March 2013 has been on its 100%-owned Calingiri Project, located 120km NE of Perth,
near Calingiri, Western Australia. It was very pleasing that the Company was able to release two JORC compliant
Exploration Targets with a substantial range of tonnes of copper and molybdenum during the year. These prospects
known as Dasher and Bindi underpin the potential for the development of a bulk tonnage mining operation. A number of
new high-priority copper-molybdenum targets were identified elsewhere within the 30 kilometre long Calingiri Target
Trend, and these targets will be the focus of ongoing drilling programs.
The Company also focused on the Wynberg Project, located 30 km east of Cloncurry in North Queensland. The project
has an existing JORC inferred resource of approximately 140,000 ounces of gold at the Wynberg A Prospect. During
the second half of 2013, the Company announced the discovery of 2 additional copper-gold targets at the Wynberg B
and C Prospects, outlined by programs of surface soil geochemistry and rock chip sampling. More recently, initial
reconnaissance RC drilling at the Wynberg B prospect intersected anomalous gold and copper mineralisation,
confirming the prospectivity of the prospect.
At a corporate level, there were no changes to the board of directors or senior management in the Company. As the
sole Executive Director and CEO, it has been satisfying to work with the board and our team to achieve the excellent
progress over the last financial year. In noting the above achievements, it is disappointing to see the lacklustre
performance of the Company’s share price. The Board is keenly aware of this and we believe that by continuing to
deliver real progress on the ground our shareholders will ultimately be rewarded.
Yours faithfully,
Marcel Hilmer
Executive Director and CEO
ANNUAL REPORT 2014
1
CARAVEL MINERALS LIMITED
Directors Report
30 June 2014
DIRECTORS REPORT
The Directors of Caravel Minerals Limited (the “company”) present their report on the consolidated entity (the “group”)
consisting of Caravel Minerals Limited and its subsidiaries for the year ended 30 June 2014.
DIRECTORS
The names of directors in office at any time during or since the end of the financial year are:
Mr Marcel Hilmer
Mr James Harris
Mr Brett McKeon
Mr Peter Alexander
Unless otherwise indicated, all Directors held their positions from the beginning of the year to the date of this report.
QUALIFICATIONS, EXPERIENCE AND SPECIAL RESPONSIBILITIES OF DIRECTORS
MARCEL HILMER
Executive Director and CEO
Mr Hilmer is a Fellow and long-standing member of the Institute of Chartered Accountants in Australia with more than
25 years' experience in executive management of global public and private organizations. He has significant expertise
in international mergers and acquisitions throughout Africa, Europe, Asia and Australia. Mr Hilmer is the CEO of Forsys
Metals Corp., a TSX listed uranium developer. Immediately prior to this he was a business development executive with
First Quantum Minerals Limited for six years where he was instrumental in effecting a number of First Quantum's
significant acquisitions. In addition to Mr Hilmer's extensive mining sector experience, from 1995 to 2004 he was the
Director and Head of European Operations for Nifco Inc., a global automotive parts supplier. Other than Forsys Metals
Corp. Mr Hilmer does not currently hold any directorships of other listed companies, nor has he done in the past three
years.
JAMES HARRIS, FAICD
Non-Executive Director
Mr Harris has had extensive experience in both government and private enterprise in Australia and overseas. He
worked for ten years with both Alcoa of Australia and the United Group Limited. His qualifications are in Legal Studies
and Public Administration and he is a Fellow of the Australian Institute of Company Directors. He is currently a Director
of Swanline Developments Pty Ltd and its associated companies. Mr Harris does not currently hold any directorships of
other listed companies, nor has he done in the past three years.
BRETT MCKEON
Non-Executive Director
Mr McKeon's background is in group strategy, corporate governance and driving future growth and direction. Brett has
practised for over 25 years in the financial services industry and brings considerable management, capital raising,
public company and sales experience to the Board. Brett is also a founding Director of AFG and is the company's
Managing Director and in 2006 he was awarded the Ernst & Young Entrepreneur of the Year for WA. Mr McKeon does
not currently hold any directorships of other listed companies, nor has he done in the past three years.
PETER ALEXANDER
Non-Executive Director
Peter Alexander is a geologist by profession and has over 40 years experience in mineral exploration and mining in
Australia and overseas. Peter was Managing Director and Chief Executive Officer of Dominion Mining Ltd from 1997
until his retirement in January 2008, at which time he continued as a Non-Executive Director until the takeover by
Kingsgate Consolidated in 2010. Peter is currently a Non-Executive Director of Kingsgate Consolidated Limited,
Fortunis Resources Limited and Non-Executive Chairman of Doray Minerals Limited. Peter managed the start-up and
operation of Dominion's Challenger gold mine in South Australia and, under Peter's management, Dominion won the
Gold Mining Journal's "Gold Miner of the Year" three years in succession. Other than stated above, Mr Alexander does
not currently hold any directorships of other listed companies, nor has he done in the past three years.
DIRECTORS INTERESTS IN THE SHARES AND OPTIONS OF THE COMPANY
Marcel Hilmer
James Harris
Brett McKeon
Peter Alexander
Shares
22,630,982
5,633,334
12,109,426
4,333,333
Interest in Securities
at the date of this Report
Listed Options
13,333,333
987,500
8,333,333
1,333,333
Unlisted Options
-
-
-
-
ANNUAL REPORT 2014
2
CARAVEL MINERALS LIMITED
Directors Report (Continued)
30 June 2014
SIMON ROBERTSON B. BUS MAPP FIN.
Company Secretary
Mr Robertson gained a Bachelor of Business from Curtin University in Western Australia and Master of Applied Finance
from Macquarie University in New South Wales. He is a member of the Institute of Chartered Accountants and the
Chartered Secretaries of Australia. Mr Robertson currently holds the position of Company Secretary for a number of
public listed companies and has experience in corporate finance, accounting and administration, capital raisings and
ASX compliance and regulatory requirements.
PRINCIPAL ACTIVITIES
The principal activities of the group during the financial year were the exploration of mineral tenements in Queensland
and Western Australia.
DIVIDENDS
No dividends have been declared, provided for or paid in respect of the year ended 30 June 2014.
REVIEW OF OPERATIONS AND ACTIVITIES
Summary Review of Activities
Caravel is a junior explorer domiciled in Perth, Australia and listed on the Australian Securities Exchange (ASX: CVV).
The Company is a gold, copper and base metals exploration and resource development company with projects located
in Queensland and Western Australia. Caravel has a technically strong and well-established exploration and mine
development team. During the 2014 year the Company rationalized its exploration portfolio from sale or surrender of a
number of tenements that were not considered central to the long-term strategy.
The Company’s focus is on its 100%-owned Calingiri Project in Western Australia located 120km NE of Perth, near
Calingiri, Western Australia. This project released two JORC compliant Exploration Targets with a substantial range of
tonnes of copper and molybdenum in early July 2013 and again in June 2014. Another priority project is the Cloncurry-
style copper-gold mineralisation and alteration at the Wynberg Project, located 30 km east of Cloncurry in North
Queensland. The Company announced the discovery of broad zones of primary Cloncurry-style copper-gold
mineralisation and alteration. The results have significantly upgraded the potential and prospectivity of the Wynberg
Project and a drilling campaign commenced in July 2014.
During the year the Company released a number of additional news releases on the progress at the Calingiri and
Wynberg Projects which are available from the Company website or from the ASX.
The company’s future activities will focus on completing additional exploration at Calingiri including IP, diamond and RC
drilling, as well as soil sampling and RC drilling at the Wynberg Project.
During the year the Company received R&D rebates from the Australian Government for eligible exploration
expenditure incurred in the financial year ending 30 June 2013 at the Calingiri Project being $58,179 and at the now
disposed Quinns Project being $231,692. An additional claim for 2014 eligible expenditure will be lodged with the
Company tax return but no rebate has been booked in the accounts at 30 June 2014 as it is subject to approval by the
Australian Taxation Office.
CORPORATE AND FINANCIAL POSITION
The group’s net loss from operations for the year was $3,490,998 (2013: $7,555,741).
At 30 June 2014 the group had a cash balance of $734,753 (2013: $1,908,222).
This report is prepared on the going concern basis which assumes the continuity of normal business activity and the
realisation of assets and settlement of liabilities in the normal course of business.
The Group had net assets of $4,280,546 (2013: $5,464,701). The Directors believe there are sufficient funds to meet
the Group’s working capital requirements and as at the date of this report the Group believes it can meet all liabilities as
and when they fall due. However, the Directors recognise that additional funding through the issue of shares or entering
into joint venture agreements will be required for the Group to continue to actively explore its mineral properties.
The Directors have reviewed the business outlook and the assets and liabilities of the Group and are of the opinion that
the going concern basis of accounting is appropriate as they believe the Group will continue to be successful in
securing additional funds through equity issues as and when the need to raise funds arises.
BUSINESS STRATEGIES AND PROSPECTS
The group currently has the following business strategies and prospects over the medium to long term:
(i) Seek to maximise the value of the group through successful exploration activities;
(ii) Selectively expand the group’s portfolio of exploration assets; and
(iii) Examine other new business development opportunities in the mining and resources sector.
ANNUAL REPORT 2014
3
CARAVEL MINERALS LIMITED
Directors Report (Continued)
30 June 2014
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
During the year the company sold, ceased activity and or surrendered a number of tenements that were not central to
the long-term strategy of Caravel
During the year the Company raised additional capital of $2,153,968 through the issue of 149,366,169 shares as
detailed in note 19 of the Consolidated Financial Statements. Included in this amount were share based payments of
$249,477 issued to a drilling contractor and capital raising costs of $3,600 with net cash received of $1,908,097.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
At the date of this report there are no other matters or circumstances, which have arisen since 30 June 2014 that have
significantly affected or may significantly affect:
(i)
(ii)
(iii)
the operations in financial years subsequent to 30 June 2014 of the group;
the results of those operations in financial years subsequent to 30 June 2014 of the group; or
the state of affairs in financial years subsequent to 30 June 2014 of the group.
ENVIRONMENTAL REGULATION AND PERFORMANCE
The group’s operations are subject to various environmental laws and regulations under the relevant government’s
legislation. Full compliance with these laws and regulations is regarded as a minimum standard for all operations to
achieve.
Instances of environmental non-compliance by an operation are identified either by external compliance audits or
inspections by relevant government authorities. There have been no significant known breaches by the group during
the financial period.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
It is the Board's current intention that the group will seek to progress exploration on current projects. The group will also
continue to examine new opportunities in the mining and resources sector where appropriate.
These activities are inherently risky and there can be no certainty that the group will be able to successfully achieve the
objectives.
GREENHOUSE GAS AND ENERGY DATA REPORTING REQUIREMENTS
The Directors have considered compliance with the National Greenhouse and Energy Reporting Act 2007 which
requires entities to report annual greenhouse gas emissions and energy use. The directors have assessed that there
are no current reporting requirements, but may be required to do so in the future.
MEETINGS OF DIRECTORS
The following table sets out the number of meetings of the Company's directors held during the period ended 30 June
2014, and the number of meetings attended by each director.
Marcel Hilmer
James Harris
Brett McKeon
Peter Alexander
Board Meetings
Number Eligible
to attend
Board Meetings
Number
attended
5
5
5
5
5
5
4
3
INSURANCE OF OFFICERS AND AUDITORS
During or since the end of the financial year the Company has given an indemnity or entered into an agreement to
indemnify, or paid or agreed to pay insurance premiums as follows:
The Company has paid premiums to insure each of the directors against liabilities for costs and expenses incurred by
them in defending any legal proceedings arising out of their conduct while acting in the capacity of director of the
Company, other than conduct involving a wilful breach of duty in relation to the Company. The amount of the premium
was $8,657 (2013: $8,534) exclusive of GST.
ANNUAL REPORT 2014
4
CARAVEL MINERALS LIMITED
Directors Report (Continued)
30 June 2014
SHARE OPTIONS ON ISSUE AT THE DATE OF THIS REPORT
UNISSUED SHARES
At the date of this report, the unissued ordinary shares of Caravel Minerals Limited under option are as follows
Grant Date
21 November 2011
21 November 2011
1 March 2012
13 August 2012
27 August 2012
7 October 2012
29 November 2012
27 March 2013
10 May 2013
28 June 2013
27 September 2013
17 October 2013
20 March 2014
Total
Expiry Date
21 November 2014
21 November 2014
28 February 2015
15 June 2015
15 June 2015
15 June 2015
15 June 2015
26 March 2016
9 May 2015
31 May 2016
31 May 2016
16 October 2016
31 December 2016
Exercise Price
$0.1992
$0.2992
$0.1000
$0.0692
$0.0692
$0.0692
$0.0692
$0.1000
$0.0287
$0.0350
$0.0350
$0.0210
$0.0350
Number under option
500,000
500,000
2,000,000
5,017,922
34,873,347
7,500,000
12,500,000
20,000,000
1,160,000
115,982,326
50,613,262
750,000
83,333,333
334,730,190
Option holders do not have any right, by virtue of the option, to participate in any share issue of the Company or any
related body corporate.
SHARES ISSUED AS A RESULT OF THE EXERCISE OF OPTIONS
During the financial year, employees and executives did not exercise any options to acquire ordinary shares.
NON-AUDIT SERVICES
The Directors are satisfied that the provision of non-audit services during the period ended 30 June 2014 by the auditor
(BDO Audit (WA) Pty Ltd (“BDO”)) is compatible with the general standard of independence for auditors imposed by the
Corporations Act 2001, as:
(i) There were no non-audit service provided during the year; and
(ii) Details of amounts paid or payable to the auditor for non-audit services provided during the period by the auditor
are outlined in Note 25 to the Consolidated Financial Statements.
Based on the above, the Board is satisfied that the nature and scope of the non-audit service provided did not
compromise the auditor’s independence.
AUDITOR’S INDEPENDENCE DECLARATION
The auditor’s independence declaration is on page 17 of the Annual Report.
REMUNERATION REPORT
(AUDITED)
This Remuneration Report outlines the director and executive remuneration arrangements of the Company 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 Group are defined as those persons having the authority and responsibility for
planning, directing and controlling the major activities of the Group, directly or indirectly, including any director (whether
executive or otherwise) of the Group. Based on this definition the KMP of Caravel Minerals Limited are the directors of
the Company.
DETAILS OF KEY MANAGEMENT PERSONNEL
Directors
Mr Marcel Hilmer
Mr James Harris
Mr Brett McKeon
Mr Peter Alexander
Executive Director and CEO
Non-Executive Director
Non-Executive Director
Non-Executive Director
There were no changes in KMP after the reporting date and before the date the annual financial report was authorised
for issue.
ANNUAL REPORT 2014
5
CARAVEL MINERALS LIMITED
Directors Report (Continued)
30 June 2014
REMUNERATION PHILOSOPHY
The performance of the Company depends upon the quality of its Directors and Executives. To prosper, the Company
must attract, motivate and retain highly skilled Directors and Executives.
To this end, the Company embodies the following principles in its remuneration framework:
•
•
Provide competitive rewards to attract high calibre executives; and
Link executive rewards to shareholder value.
Due to the early stage of development which the Company is in, shareholder wealth is directly affected by the Company
share price, as the Company is not in a position to pay dividends. By remunerating Directors and Executives in part by
share based payments, the Company aims to align the interests of Directors and Executives with Shareholder wealth,
thus providing individual incentive to perform and thereby improving overall Company performance and associated
value.
As the Company has only been incorporated since June 2006 and is in the development stage of an inherently risky
industry, the remuneration policy does not currently take into account current or prior year earnings. Other than share
based payments made to the directors from time to time, there is no specific link to the Company’s performance and
directors’ remuneration.
REMUNERATION STRUCTURE
In accordance with best practice corporate governance, the structure of non-executive director and executive
remuneration is separate and distinct.
NON-EXECUTIVE DIRECTOR REMUNERATION
Objective
The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and
retain directors to the highest calibre, whilst incurring a cost which is acceptable to shareholders.
Structure
The Constitution and the ASX Listing Rules specify that the aggregate directors' fees payable to non-executive
directors shall be determined from time to time by a general meeting. An amount not exceeding the amount determined
is then divided between the directors as agreed. Shareholders’ have approved aggregate directors' fees payable of
$300,000 per year.
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. Fees for non-
executive directors are not linked to the performance of the Company or shareholder wealth. However, to align
directors’ interests with shareholder interests, the directors are encouraged to hold shares in the Company and subject
to shareholder approval, have received or may receive options or shares issued under the Caravel Employee Share
Acquisition Plan. This effectively links directors’ performance to the share price performance and therefore to the
interests of shareholders.
For this reason there are no performance conditions prior to grant, but instead an incentive to increase the value to all
shareholders.
During the financial years ended 30 June 2014 and 2013 no options were granted to Non-Executive Directors.
All remuneration paid to Non-Executive Directors is valued at cost to the Company and expensed.
The remuneration of Non-Executive Directors for the years ended 30 June 2014 and 30 June 2013 is detailed on page
8 of this report.
EXECUTIVE REMUNERATION
Objective
The Company aims to reward executives (both directors and company executives) with a level and mix of remuneration
commensurate with their position and responsibilities within the Company and so as to:
•
•
•
Reward executives for Company performance;
Align the interest of executives with those of shareholders; and
Ensure total remuneration is competitive by market standards.
ANNUAL REPORT 2014
6
CARAVEL MINERALS LIMITED
Directors Report (Continued)
30 June 2014
Structure
The remuneration policy for executives is to provide a fixed remuneration component and a specific equity related
component. The board believes that this remuneration policy is appropriate given the stage of development of the
Company and the activities which it undertakes and is appropriate in aligning director objectives with shareholder and
business objectives.
The remuneration policy going forward in regard to setting the terms and conditions for the executive directors has been
developed by the board taking into account market conditions and comparable salary levels for companies of a similar
size and operating in similar sectors.
Fixed Remuneration
Objective
The level of fixed remuneration is set so as to provide a base level of remuneration.
Fixed remuneration is to be reviewed annually and the process consists of a review of company and individual
performance, relevant comparative remuneration in the market and internal policies and practices.
Structure
Executives are given the opportunity to receive their fixed remuneration in a variety of forms including cash and fringe
benefits. It is intended that the manner of payment chosen will be optimal for the recipient without creating undue cost
for the Company.
The remuneration policy going forward in regard to setting the terms and conditions for the executive directors has been
developed by the board taking into account market conditions and comparable salary levels for companies of a similar
size and operating in similar sectors.
The remuneration of executives for the years ended 30 June 2014 and 30 June 2013 are detailed in Tables 1 and 2
respectively on page 8 of this report.
Variable Remuneration
Objective
The objective of variable remuneration provided is to reward executives in a manner which aligns this element of
remuneration with the creation of shareholder wealth.
Structure
Variable remuneration may be delivered in the form of options or cash bonus. No cash bonuses were granted during
the year ended 30 June 2014 or in the prior year.
No shares or options were granted to executives during the year ended 30 June 2014. During the financial year ended
30 June 2013, there were 7,500,000 shares granted to the Executive Director under the terms of the Caravel Employee
Share Acquisition Plan.
Executives receive a superannuation guarantee contribution required by the government, which is currently 9.5%
(9.25% for the year ended 30 June 2014) and do not receive any other retirement benefit. Some individuals, however,
may choose to sacrifice part of their salary to increase payments towards superannuation.
All remuneration paid to executives is valued at cost to the Company and expensed.
EMPLOYMENT CONTRACTS
Executive Director and CEO (current)
The employment conditions of the Executive Director, Mr Marcel Hilmer, are formalised in a contract of employment
with the current contract for a two year fixed term, which commenced on 20 November 2012. The total current
remuneration package as at 30 June 2014 was $208,941 per annum inclusive of a 9.25% superannuation contribution.
Notice of at least three months is required for either party to terminate the contract.
ANNUAL REPORT 2014
7
CARAVEL MINERALS LIMITED
Directors Report (Continued)
30 June 2014
KEY MANAGEMENT PERSONNEL REMUNERATION
REMUNERATION FOR THE YEAR ENDED 30 JUNE 2014
Short Term
Salary, Fees
Long Term
Benefits
&
Commissions
Termination
Payments
Post-employment
Share Based
Payments
Superannuation
Shares Options
Total
Remuneration
consisting of
share based
payments
Executive Director
Marcel Hilmer
Non-Executive
Directors
James Harris
Brett McKeon
Peter Alexander
Total
$
191,667
33,033
33,033
33,033
290,766
$
-
-
-
-
-
REMUNERATION FOR THE YEAR ENDED 30 JUNE 2013
$
$
$
$
%
18,210
37,230
-
247,107
15%
3,055
3,055
3,055
12,843
12,843
12,843
27,375
75,759
-
-
-
-
48,931
48,931
48,931
393,900
26%
26%
26%
Short Term
Salary, Fees
Long Term
Benefits
&
Commissions
Termination
Payments
Post-employment
Share Based
Payments
Superannuation
Shares Options
Total
Remuneration
consisting of
share based
payments
Executive
Directors
Marcel Hilmer (1)
David Archer (2)
Susan Vearncombe (3)
Non-Executive
Directors
James Harris
Brett McKeon (4)
Peter Alexander (5)
Matthew May (6)
Michael Elias (7)
Gavin Wendt (7)
$
(8)122,051
221,474
118,095
37,752
20,183
6,582
6,631
14,472
14,472
$
-
-
312,363
-
-
-
-
-
-
$
$
$
$
%
25,000
34,770
-
181,821
-
38,741
3,398
1,816
592
597
1,302
1,302
-
-
-
-
-
-
-
-
14,935
236,409
-
469,199
-
-
-
-
-
-
41,150
21,999
7,174
7,228
15,774
15,774
19%
6%
-%
-%
-%
-%
-%
-%
-%
Total
561,712
312,363
72,748
34,770
14,935
996,528
Marcel Hilmer appointed 20 November 2012
(1)
(2) David Archer resigned 19 December 2012. Options expense is the 2013 vesting portion of options issued in 2012
(3) Susan Vearncombe resigned 16 November 2012. Short-term remuneration includes termination payment of $312,363
(4)
Brett McKeon appointed 20 December 2012
Peter Alexander appointed 29 April 2013
(5)
(6) Matthew May appointed 17 October 2012 and resigned 19 December 2012
(7)
(8)
Michael Elias and Gavin Wendt resigned 19 November 2012
Comparative adjusted to include annual leave
ANNUAL REPORT 2014
8
CARAVEL MINERALS LIMITED
Directors Report (Continued)
30 June 2014
SHARE BASED COMPENSATION
SHARES ISSUED
Shareholders approved the establishment of the Caravel Employee Share Acquisition Plan at a general meeting on 13
March 2013. The Company believes that the share acquisition plan provides eligible employees and Directors effective
incentive for their ongoing commitment and contribution to the Company. Eligible employees and Directors offered
shares under the scheme are provided a limited recourse, interest free loan to be used to subscribe for the shares in
the Company. The following shares were issued to KMP under the terms of the plan.
Date shares
granted
Number
of Shares
Granted
Issue
Price
Value of
shares
granted
Shares vested at
30 June 2014
Vested
%
Value of
shares to
be vested
Vesting date
unvested
shares
Peter Alexander
6-Nov-2013 3,000,000
$0.01335
$13,875
1,500,000
50%
$1,032
6-Nov-2014
James Harris
6-Nov-2013 3,000,000
$0.01335
$13,875
1,500,000
50%
$1,032
6-Nov-2014
Brett McKeon
6-Nov-2013 3,000,000
$0.01335
$13,875
1,500,000
50%
$1,032
6-Nov-2014
Marcel Hilmer
15-Mar-2013 7,500,000
$0.02760
$72,000
2014: 3,750,000
100%
-
-
2013: 3,750,000
Interest rate: 0%
Term of loan: unlimited
Summary of the key loan terms:
• Aggregate loan amount: $120,165
•
•
• Vesting conditions 50%: remains eligible employee for 7 days from grant date
• Vesting conditions for balance: remains eligible employee for one year from grant date
• Subject to the conditions of the Caravel Employee Share Acquisition Plan as approved by shareholders on 13
March 2013
For details on the valuation of the shares, including models and assumptions used, please refer to Note 21 in the
Consolidated Financial Statements.
OPTIONS ISSUED
As discussed above under “Remuneration Structure”, options granted to Directors and other KMP are not linked to
either individual performance or the performance of the Company, but are instead issued as an incentive to align the
goals of Directors and other KMP with those of all shareholders.
There are no performance conditions prior to vesting and all options were issued for nil consideration.
No options were granted to Directors or other KMP for the years ending 30 June 2014.
There were no alterations to the terms and conditions of options granted as remuneration since their grant date.
There were no forfeitures or cancellations during the year.
The maximum grant, which will be payable assuming that all service criteria are met, is equal to the number of options
granted multiplied by the fair value at the grant date. The minimum grant payable assuming that service criteria are not
met is zero.
The plan rules contain a restriction on removing the “at risk” aspect of the instruments granted to executives. Plan
participants may not enter into any transaction designed to remove the “at risk” aspect of an instrument before it vests.
No compensation options were exercised during the year.
ANNUAL REPORT 2014
9
CARAVEL MINERALS LIMITED
Directors Report (Continued)
30 June 2014
ADDITIONAL DISCLOSURES RELATING TO KEY MANAGEMENT PERSONNEL
SHAREHOLDING
The number of shares in the company held during the financial year by KMP of the consolidated entity, including their
personally related parties, is set out below:
Balance at
beginning of year
Granted as
remuneration
On exercise of
options
Net change other
Marcel Hilmer
James Harris
Brett McKeon
Peter Alexander
22,630,982
2,633,334
9,109,426
1,333,333
35,707,075
-
3,000,000
3,000,000
3,000,000
9,000,000
-
-
-
-
-
-
-
-
-
-
Balance
30 June 14
22,630,982
5,633,334
12,109,426
4,333,333
44,707,075
Option holding
The number options over ordinary shares in the company held during the financial year by KMP of the consolidated
entity, including their personally related parties, is set out below:
Balance at
beginning
of year
Granted as
remuneration
Options
expired
Net change
other
Balance at
end of year
Vested at 30 June 2014
Exercis-
able
Not exerc-
isable
Total
Directors
Marcel Hilmer
13,333,333
James Harris
1,437,500
Brett McKeon
8,333,333
Peter Alexander
1,333,333
24,437,499
-
-
-
-
-
-
450,000
-
-
- 13,333,333 13,333,333 13,333,333
-
-
-
987,500
987,500
987,500
8,333,333
8,333,333
8,333,333
1,333,333
1,333,333
1,333,333
450,000
- 23,987,499 23,987,499 23,987,499
-
-
-
-
-
Other transactions with KMP
SJS Resource Management, a company of which Dr Julian Vearncombe, the spouse of Dr Susan Vearncombe, was a
director at the time was paid $Nil (2013: $29,171) for the provision of geological services by Dr Julian Vearncombe and
his employees and was on normal commercial terms. This item has been recognised as an expense in the consolidated
statement of profit and loss and other comprehensive income.
On 24 August 2012 the Company purchased 104,200 shares at $0.48 per share in Crusader Resources Limited. Mr
David Archer was Chairman of Crusader Resources Limited at the time of purchase.
USE OF REMUNERATION CONSULTANTS
The company did not use the services of any remuneration consultants during the year.
VOTING AND COMMENTS MADE AT THE COMPANY’S 2013 ANNUAL GENERAL MEETING
Caravel received 89% of “Yes” votes on its remuneration report for the 2013 financial year and was therefore adopted
by the shareholders
END OF AUDITED REMUNERATION REPORT
Signed in accordance with a resolution of the directors.
Marcel Hilmer
Executive Director & CEO
Perth
26 September 2014
ANNUAL REPORT 2014
10
CARAVEL MINERALS LIMITED
Corporate Governance Statement
30 June 2014
CORPORATE GOVERNANCE STATEMENT
The Board of Directors of Caravel Minerals Limited (the “Company”) is responsible for the 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.
Since the introduction of the ASX Principles of Good Corporate Governance and Best Practice Recommendations
(“ASX Guidelines”), the Company has made it a priority to adopt systems of control and accountability as the basis for
the administration of corporate governance. Some of these policies and procedures are summarised in this report.
Commensurate with the spirit of the ASX Guidelines, the Company has followed each Recommendation where the
Board has considered the Recommendation to be appropriate. Where, after due consideration, the Company’s
corporate governance practices depart from the Recommendations, the Board has offered full disclosure of the nature
of, and reason for, the adoption of its own practice.
The table below summarises the Company’s compliance with the Corporate Governance Council’s Recommendations.
1.1
1.2
2.1
2.2
2.3
2.4
2.5
3.1
Recommendation
Companies should establish the functions reserved to the board and those
delegated to senior executives and disclose those functions.
Companies should disclose the process for evaluating the performance of
senior executives.
A majority of the Board should be independent directors.
The chairperson should be an independent director.
The roles of chairperson and chief executive officer should not be exercised
by the same individual.
The Board should establish a nomination committee.
Companies should disclose the process for evaluating the performance of
the board, its committees and individual directors.
Establish a code of conduct to guide the directors, the chief executive officer
(or equivalent), the chief financial officer (or equivalent) and any other key
executives as to:
-
-
-
the practices necessary to maintain confidence in the Company’s
integrity;
the practices necessary to take into account their legal obligations
and the reasonable expectations of their stakeholders;
the responsibility and accountability of individuals for reporting and
investigating reports of unethical practices.
3.2
Companies should establish a policy concerning diversity and disclose the
policy or a summary of the policy.
The policy should include requirements for the board to establish
measureable objectives for achieving gender diversity for the board
to assess annually both the objectives and progress in achieving
them.
Companies should disclose in each annual report the measurable objectives
for achieving gender diversity for the Board in accordance with the diversity
policy and progress to achieving them.
Companies should disclose in each annual report the proportion of women
employees in the whole organisation, women in senior executive positions
and women on the board.
The Board should establish an audit committee.
Structure the audit committee so that it consists of:
-
-
-
-
only non-executive directors;
a majority of independent directors;
an independent chairperson, who is not chairperson of the Board;
at least three members.
The audit committee should have a formal charter.
Establish written policies and procedures designed to ensure compliance
with ASX Listing Rule disclosure requirements and to ensure accountability
at a senior executive level for that compliance and disclose those policies or
a summary of those policies.
Design and disclose a communications strategy to promote effective
communications with shareholders and encourage effective participation at
general meetings and disclose their policy or a summary of that policy.
The Board or appropriate Board committee should establish policies on risk
oversight and management.
3.3
3.4
4.1
4.2
4.3
5.1
6.1
7.1
Comply
Yes / No
Reference /
Explanation
Yes
Yes
Yes
No
Yes
No
Yes
Yes
Page 12
Page 15
Page 13
Page 13
Page 13
Page 16
Page 15
Page 14
Yes
No
Website
Page 16
No
Page 16
Yes
Page 16
No
No
Page 16
Page 16
No
Yes
Yes
Page 16
Page 14
Website and
Page 14
Yes
Page 15
ANNUAL REPORT 2014
11
CARAVEL MINERALS LIMITED
Corporate Governance Statement (Continued)
30 June 2014
7.2
7.3
8.1
8.2
The Board should require management to design and implement the risk
management and internal control system to manage the Company’s
material business risks and report to it on whether those risks are being
managed effectively. The Board should disclose that management has
reported to it as to the effectiveness of the Company’s management of its
material business risks.
Disclose whether the Board has received assurance from the CEO and CFO
that the declaration provided in accordance with CA section 295A is founded
on a sound system of risk management and internal control and that the
system is operating effectively in all material respects in relation to financial
reporting risks.
The Board should establish a remuneration committee.
The remuneration committee should be structured so that it:
consists of a majority of independent directors
Is chaired by an independent chair
-
-
- Has at least 3 directors
8.3
Clearly distinguish the structure of non-executive directors’ remuneration
from that of executives.
Yes
Page 15
Yes
Page 15
No
No
Yes
Page 16
Page 16
Refer
Remuneration
report
The Company’s corporate governance practices were in place throughout the year ended 30 June 2014.
Further information about the Company’s corporate governance practices is set out on the Company’s website at
www.caravelminerals.com.au in accordance with the recommendations of the ASX, information published on the
Company’s website includes charters (for the Board and its sub-committees), codes of conduct and other policies and
procedures relating to the Board and its responsibilities.
BOARD OF DIRECTORS
ROLE OF THE BOARD AND MANAGEMENT
The Board represents shareholders’ interests in developing and then continuing a successful business, which seeks to
optimise medium to long-term financial gains for shareholders. By not focusing on short-term gains for shareholders,
the Board believes that this will ultimately result in the interests of all stakeholders being appropriately addressed when
making business decisions.
The Board is responsible for ensuring that the Company is managed in such a way to best achieve this desired result.
Given the early development stage of this business, the Board currently undertakes an active, not passive role.
The Board is responsible for evaluating and setting the strategic directions for the Company, establishing goals for
management and monitoring the achievement of these goals. The Executive Director is responsible to the Board for the
day-to-day management of the Company.
The Board has sole responsibility for the following:
! Protection and enhancement of shareholder value.
! Formulation, review and approval of the objectives and strategic direction of the Company.
! Monitoring the financial performance of the Company by reviewing and approving budgets and monitoring
results.
! Approving all significant business transactions including acquisitions, divestments and capital expenditure.
! Ensuring that adequate internal control systems and procedures exist 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 key staff.
! The establishment and maintenance of appropriate ethical standards.
! Evaluating and, where appropriate, adopting with or without modification the ASX Corporate Governance
Council’s Principles of Good Corporate Governance and Best Practice Recommendations.
The Board recognises the need for the Company to operate with the highest standards of behaviour and accountability.
The Company seeks to follow the best practice recommendations for listed companies as outlined in the ASX
Corporate Governance Council’s Principles of Good Corporate Governance and Best Practice Recommendations
where appropriate for its size and the complexity of its operations.
As the Company’s activities increase in size, scope and/or nature the Company’s corporate governance principles will
be reviewed by the Board and amended as appropriate.
ANNUAL REPORT 2014
12
CARAVEL MINERALS LIMITED
Corporate Governance Statement (Continued)
30 June 2014
COMPOSITION OF THE BOARD AND NEW APPOINTMENTS
The Company currently has the following Board members:
Marcel Hilmer
James Harris
Brett McKeon
Peter Alexander
Executive Director and Chief Executive Officer
Independent Non-Executive Director
Independent Non-Executive Director
Independent Non-Executive Director
The Company’s Constitution provides that the number of Directors shall not be less than three and not more than ten.
There is no requirement for any share holding qualification.
The Board believes that the individuals on the Board can make, and do make, quality and independent judgements in
the best interests of the Company on all relevant issues. The Board also requires the CEO and the Chairperson roles
be fulfilled by different individuals. Currently the Company does not have a formally appointed chairperson.
As the Company’s activities increase in size, nature and scope, the size of the Board will be reviewed and the optimum
number of Directors required for the Board to properly perform its assigned responsibilities and functions will be
appointed.
The membership of the Board, its activities and composition are subject to periodic review. The criteria for determining
the identification and appointment of a suitable candidate for the Board shall include quality of the individual,
background of experience and achievement, compatibility with other Board members, credibility within the Company’s
scope of activities, intellectual ability to contribute to Board duties and physical ability to undertake Board duties and
responsibilities.
Directors are initially appointed by the full Board subject to election by shareholders at the next annual general meeting.
Under the Company’s Constitution the tenure of Directors (other than Executive Director, regardless of whether this is a
joint or singular position) is subject to reappointment by shareholders not later than the third anniversary following his
last appointment. Subject to the requirements of the Corporations Act 2001, the Board does not subscribe to the
principle of retirement age and there is no maximum period of service as a Director. An Executive Director may be
appointed for any period and on any terms the Directors think fit and, subject to the terms of any agreement entered
into, the Board may revoke any appointment.
COMMITTEES OF THE BOARD
The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the
formation of separate or special committees at this time including audit, remuneration or nomination committees
preferring at this stage to manage the Company through the full board of Directors.
The Board as a whole is able to address the governance aspects of the full scope of the Company’s activities and to
ensure that it adheres to appropriate ethical standards.
The full Board currently holds meetings at such times as may be necessary to address any general or specific matters
as required.
If the Group’s activities increase in size, scope and nature, the appointment of separate or special committees will be
reviewed by the Board and implemented if appropriate.
CONFLICTS OF INTEREST
In accordance with the Corporations Act 2001 and the Company’s Constitution, Directors must keep the Board advised,
on an ongoing basis, of any interest that could potentially conflict with those of the Company. Where the Board believes
that a significant conflict exists the Director concerned does not receive the relevant board papers and is not present at
the meeting whilst the item is considered.
INDEPENDENT PROFESSIONAL ADVICE
The Board has determined that individual Directors have the right in connection with their duties and responsibilities as
Directors, to seek independent professional advice at the Company’s expense. The engagement of an outside adviser
is subject to prior approval of the Chairman and this will not be withheld unreasonably. If appropriate, any advice so
received will be made available to all Board members.
ETHICAL STANDARDS
The Board acknowledges the need for continued maintenance of the highest standard of corporate governance practice
and ethical conduct by all Directors and employees of the Company.
ANNUAL REPORT 2014
13
CARAVEL MINERALS LIMITED
Corporate Governance Statement (Continued)
30 June 2014
CODE OF CONDUCT FOR DIRECTORS
The Board has adopted a Code of Conduct for Directors to promote ethical and responsible decision making by the
Directors. The Code is based on a Code of Conduct for Directors prepared by the Australian Institute of Company
Directors.
CODE OF CONDUCT FOR DIRECTORS, OFFICERS, EMPLOYEES AND CONTRACTORS
The Company has established a Code of Conduct (Code) which aims to develop a consistent understanding of, and
approach to, the desired standards of conduct and behaviour of the directors, officers, employees and contractors
(collectively, the Employees) in carrying out their roles for the Company. Through this Code, the Company seeks to
encourage and develop a culture of professionalism, honesty and responsibility in order to maintain and enhance its
reputation as a valued employer, business operator and "corporate citizen". The Code is designed to broadly outline the
ways in which the Company wishes to conduct its business. The Code does not cover every possible situation that
Employees may face, but is intended to provide Employees with a guide to taking a commonsense approach to any
given situation, within an overall framework.
DEALINGS IN COMPANY SECURITIES
The Company has established a Security Trading Policy that is provided to all Directors and employees on
commencement.
The constitution permits directors to acquire shares or options in the Company. The Company’s policy prohibits
Directors from dealing in shares or options whilst in possession of price sensitive information not released to the public.
Directors must notify the company secretary once they have bought or sold shares or options in the Company or
exercised options over ordinary shares. In accordance with the provisions of the Corporations Act 2001 and the Listing
Rules of the Australian Securities Exchange, the Company on behalf of the directors must advise the Australian
Securities Exchange of any transactions conducted by them in shares and / or options in the Company.
DISCLOSURE OF INFORMATION
DISCLOSURE OF INFORMATION POLICY
The Disclosure of Information Policy requires all executives and Directors to inform the Executive Director / CEO or the
Company Secretary when the Executive Director / CEO is not available, of any potentially material information as soon
as practicable after they become aware of that information.
Information is material if it is likely that the information would influence investors who commonly acquire securities on
ASX in deciding whether to buy, sell or hold the Company’s securities.
Information is not material and need not be disclosed if:
a)
b)
c)
A reasonable person would not expect the information to be disclosed or is material but due to a specific valid
commercial reason is not to be disclosed; and
The information is confidential; and
One of the following applies:
i.
It would breach a law or regulation to disclose the information;
ii. The information concerns an incomplete proposal or negotiation;
iii. The information comprises matters of supposition or is insufficiently definite to warrant disclosure;
iv. The information is generated for internal management purposes;
v. The information is a trade secret;
The Executive Director is responsible for interpreting and monitoring the Company’s disclosure policy and where
necessary informing the Board. The company secretary is responsible for all communications with ASX.
COMMUNICATION WITH SHAREHOLDERS
The Company’s communication strategy requires communication with shareholders and other stakeholders in an open,
regular and timely manner so that the market has sufficient information to make informed investment decisions on the
operations and results of the Company. The strategy provides for the use of systems that ensure a regular and timely
release of information about the Company is provided to shareholders. Mechanisms employed include:
• Announcements lodged with ASX;
• ASX Quarterly Cash Flow Reports;
• Half Yearly Report;
• Periodic presentations to investors;
• Presentations at the Annual General Meeting/General Meetings; and
• Annual Report.
ANNUAL REPORT 2014
14
CARAVEL MINERALS LIMITED
Corporate Governance Statement (Continued)
30 June 2014
The Board encourages full participation of shareholders at the Annual General Meeting to ensure a high level of
accountability and understanding of the Company’s strategy and goals.
RISK MANAGEMENT
OVERVIEW OF THE RISK MANAGEMENT SYSTEM
The Board adopts practices designed to identify significant areas of business risk and to effectively manage those risks
in accordance with the Company’s risk profile. This includes assessing, monitoring and managing operational, financial
reporting, and compliance risks for the Company. The Company is not of a size nor are its affairs of such complexity to
justify the establishment of a formal system for reporting risk management and associated compliance and controls.
Instead, a director, in accordance with company policy, approves all expenditure, is intimately acquainted with all
operations and reports all relevant issues to the other directors at the directors’ meetings.
RISK PROFILE
The Company is not currently considered to be of a size, nor are its affairs of such complexity to justify the
establishment of a separate Risk Management Committee. Instead, the board, as part of its usual role and through
direct involvement in the management of the Company’s operations ensures risks are identified, assessed and
appropriately managed. Where necessary, the board draws on the expertise of appropriate external consultants to
assist in dealing with or mitigating risk.
Major risks arise from such matters as actions by competitors, government policy changes, the robustness of the
technologies being used or proposed to be used, environment, occupational health and safety, financial reporting and
the purchase, development and use of information systems.
RISK MANAGEMENT, COMPLIANCE AND CONTROL
The board acknowledges that it is responsible for the overall internal control framework, but recognises that no cost
effective internal control system will preclude all errors and irregularities.
INTEGRITY OF FINANCIAL REPORTING
The Company’s Executive Director / CEO and Chief Financial Officer (or equivalent) report in writing to the Board that:
•
•
•
the financial statements of the Company for each half and full year present a true and fair view, in all material
aspects, of the Company’s financial condition and operational results and are in accordance with accounting
standards;
the above statement is founded on a sound system of risk management and internal compliance and control
which implements the policies adopted by the Board; and
the Company’s risk management and internal compliance and control framework is operating efficiently and
effectively in all material respects.
ROLE OF AUDITOR
The Company’s practice is to invite the auditor 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.
PERFORMANCE REVIEW
The Board has adopted a self-evaluation process to measure its own performance during each financial year. Also, an
annual review is undertaken in relation to the composition and skills mix of the Directors of the Company.
Arrangements will be put in place by the Board to monitor the performance of the Company’s executives to include:
• a review by the Board of the Company’s financial performance; and
• annual performance appraisal meetings incorporating analysis of key performance indicators with each
individual.
REMUNERATION ARRANGEMENTS
The Company’s Remuneration Policy is set out in the Remuneration Report Section of the Director’s Report, and is also
included in the 2014 Consolidated Financial Statements.
ANNUAL REPORT 2014
15
CARAVEL MINERALS LIMITED
Corporate Governance Statement (Continued)
30 June 2014
DIVERSITY
The Company recognizes the value contributed to the organization by employing people with varying skills, cultural
backgrounds, ethnicity and experience. Caravel believes its diverse workforce is the key to its continued, growth, improved
productivity and performance.
In line with the Corporate Governance recommendations, the Company has implemented a Diversity Policy which is
available from the Company’s website. Although the Company has a small workforce, 13% of its workforce at 30 June
2014 were female. This has been consistent during the year ended 30 June 2014.
The Company promotes an inclusive culture and has a zero tolerance of discrimination. No cases of discrimination were
reported during the year. The company is supportive of flexible working arrangements. Due to the size of the company,
working arrangements are dealt with on a case by case basis.
The Executive Director is responsible for the ongoing implementation of the diversity policy.
COMPLIANCE WITH ASX CORPORATE GOVERNANCE RECOMMENDATIONS
During the Company’s 2014 financial year (“Reporting Period”) the Company complied with the ASX Principles and
Recommendations other than in relation to the matters specified below.
Principle No
2.2
2.4
Best Practice
Recommendation
The chairperson should be an
independent director.
A separate Nomination
Committee has not been formed.
3.2, 3.3
The Diversity Policy does not
include measureable objectives
for achieving gender diversity.
4.1,4.2, 4.3
A separate Audit Committee has
not been formed.
8.1, 8.2
There is no separate
Remuneration Committee.
Reasons for Non-compliance
required
Currently the Company does not have a formally appointed
chairperson. The Board will consider the appointment of a
chairperson at an appropriate time. Three of the four current
Board members are independent directors.
The Board considers that the Company is not currently of a size
to justify the formation of a nomination committee. The Board as
a whole undertakes the process of reviewing the skill base and
experience of existing Directors to enable identification of
attributes
in new Directors. Where appropriate
independent consultants are engaged to identify possible new
candidates for the Board.
The Board considers due to the size of the Company setting of
measurable diversity objectives
The
company has minimal full time employees and utilises external
consultants and contractors
time
workforce as and when required.
The Board considers that the Company is not currently of a size,
nor are its affairs of such complexity to justify the formation of an
audit committee. The Board as a whole undertakes the selection
and proper application of accounting policies, the identification
and management of risk and the review of the operation of the
internal control systems.
The Board considers that the Company is not currently of a size,
nor are its affairs of such complexity to justify the formation of a
remuneration committee. The Board as a whole is responsible
for the remuneration arrangements for Directors and executives
of the Company.
is not appropriate.
to complement
the
full
ANNUAL REPORT 2014
16
CARAVEL MINERALS LIMITED
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
38 Station Street
Subiaco, WA 6008
PO Box 700 West Perth WA 6872
Australia
DECLARATION OF INDEPENDENCE BY CHRIS BURTON TO THE DIRECTORS OF CARAVEL MINERALS
LIMITED
As lead auditor of Caravel Minerals Limited for the year ended 30 June 2014, I declare that, to the best
of my knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Caravel Minerals Limited and the entities it controlled during the
period.
Chris Burton
Director
BDO Audit (WA) Pty Ltd
Perth, 26 September 2014
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN
77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK
company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under
Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the Year Ended 30 June 2014
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Revenue from continuing operations
Other income
Administration services
Depreciation expense
Employee expenses
Exploration expenses
Exploration expenditure written off
Note
5(a)
5(b)
14
5(c)
15
2014
$
2013
$
109,400
95,015
289,871
603,468
(500,128)
(1,376,872)
(90,497)
(73,773)
(1,212,000)
(2,068,570)
(1,990,005)
(1,917,204)
-
(1,630,017)
Loss from continuing operations before income tax expense
(3,393,359)
(6,367,953)
Income tax expense relating to continuing operations
Loss from continuing operations
Loss from discontinued operations
Loss for the year
Other comprehensive income
Items that may be reclassified to profit and loss
Foreign currency translation adjustment
Unrealised gain (loss) on available-for-sale investments
Other comprehensive income for the year net of taxes
Comprehensive loss attributable to the shareholders of the
Company
Comprehensive loss attributable to the shareholders of the
Company arises from:
Continuing activities
Discontinued operations
Basic and diluted loss per share (cents per share) for continuing
operations attributable to the shareholders of the Company
Basic and diluted loss per share (cents per share) attributable to
the shareholders of the Company
8
7
6
6
-
-
(3,393,359)
(6,367,953)
(97,639)
(1,187,788)
(3,490,998)
(7,555,741)
(5,778)
12,504
6,726
45,803
(26,050)
19,753
(3,484,272)
(7,535,988)
(3,380,855)
(6,394,003)
(103,417)
(1,141,985)
(3,484,272)
(7,535,988)
(0.59)
(2.53)
(0.61)
(3.00)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the
accompanying notes.
ANNUAL REPORT 2014
18
CARAVEL MINERALS LIMITED
Consolidated Statement of Financial Position
As at 30 June 2014
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Current Assets
Cash and cash equivalents
Trade and other receivables
Other current assets
Non-current assets held for sale
Total Current Assets
Non-Current Assets
Investments
Plant and equipment
Exploration and evaluation expenditure
Total Non-Current Assets
TOTAL ASSETS
Current Liabilities
Trade and other payables
Provisions
Total Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Share capital
Accumulated loss
Reserves
TOTAL EQUITY
Note
2014
$
2013
$
9
10
11
12
13
14
15
17
18
734,753
149,727
200
1,908,222
269,351
391
884,680
2,177,964
-
400,000
884,680
2,577,964
36,470
103,668
23,966
155,205
3,787,218
3,787,218
3,927,356
3,966,389
4,812,036
6,544,353
446,175
85,315
979,465
100,187
531,490
1,079,652
531,490
1,079,652
4,280,546
5,464,701
19
35,691,743
33,537,775
(33,894,500)
(30,403,502)
2,483,303
2,330,428
4,280,546
5,464,701
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes
ANNUAL REPORT 2014
19
CARAVEL MINERALS LIMITED
Consolidated Statement of Changes in Equity
For the Year Ended 30 June 2014
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share capital
Common shares
Balance as at beginning of year
Share issuance net of costs
Balance as at end of year
Total share capital
Note
19
2014
$
2013
$
33,537,775
2,153,968
35,691,743
35,691,743
25,208,512
8,329,263
33,537,775
33,537,775
Accumulated loss
Balance as at beginning of year
Loss for the year attributable to shareholders of the Company
Total accumulated loss
(30,403,502)
(3,490,998)
(33,894,500)
(22,847,761)
(7,555,741)
(30,403,502)
Reserves
Share based payments reserve
Balance as at beginning of year
Share based compensation
Balance as at end of year
Converted option reserve
Balance as at beginning of year
Options converted
Balance as at end of year
Foreign currency translation
Balance as at beginning of year
Currency translation differences on foreign operations
Balance as at end of year
AFS reserve
Balance as at beginning of year
Available-for-sale investment
Balance as at end of year
Total reserves
2,300,436
2,056,832
146,149
243,604
2,446,585
2,300,436
10,239
-
10,239
45,803
(5,778)
40,025
(26,050)
12,504
(13,546)
10,239
-
10,239
-
45,803
45,803
-
(26,050)
(26,050)
2,483,303
2,330,428
Total comprehensive loss for the year
(3,484,272)
(7,535,988)
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes
ANNUAL REPORT 2014
20
CARAVEL MINERALS LIMITED
Consolidated Statement of Cash Flows
For the Year Ended 30 June 2014
CONSOLIDATED STATEMENT OF CASH FLOWS
Cash flows from operating activities
Interest received
Government grants
Payments to suppliers and employees
Note
2014
$
2013
$
25,994
289,871
51,312
603,469
(1,811,178)
(4,388,657)
Payments for exploration and evaluation expenditure
(2,020,039)
(1,932,502)
Net cash used in operating activities
9(b)
(3,515,352)
(5,666,378)
Cash flows from investing activities
Proceeds from sale of tenements
Payments for available-for-sale investments
Cash received on asset acquisition
Proceeds from disposal of plant and equipment
Payments for plant and equipment
Net cash provided by investing activities
Cash flows from financing activities
Proceeds from issue of shares
Share issue costs
Net cash inflow from financing activities
Decrease in cash and cash equivalents held
400,000
-
-
75,808
(42,016)
433,792
5,000
(50,016)
45,481
59,471
(19,228)
40,708
1,995,698
5,244,776
(87,607)
(216,049)
1,908,091
5,028,727
(1,173,469)
(596,943)
Cash and cash equivalents at the beginning of the financial year
1,908,222
2,505,165
Cash and cash equivalents at the end of the financial year
9(a)
734,753
1,908,222
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes
ANNUAL REPORT 2014
21
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2014
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. CORPORATE INFORMATION
The annual report of Caravel Minerals Limited for the year ended 30 June 2014 was authorised for issue in accordance
with a resolution of the directors on 25 September 2014.
Caravel Minerals Limited is a company limited by shares incorporated in Australia whose shares are publicly traded on
the Australian Securities Exchange.
The nature of operations and principal activities of the Company are described in the Directors’ Report.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Basis of preparation
These financial statements are general purpose financial statements which have been prepared in accordance with the
requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements
of the Australian Accounting Standards Board.
Caravel Minerals Limited is a for-profit entity for the purpose of preparing the financial statements.
The financial report has been prepared on a historical cost basis.
The financial report is presented in Australian dollars.
Compliance with IFRS
These 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.
b) Changes in accounting policies
The Company has adopted the following new and revised standards, along with any consequential amendments,
effective 1 July 2013. These changes have been made in accordance with the applicable transitional provisions.
(i) AASB 10 Consolidated Financial Statements, AASB 11 Joint Arrangements, AASB 12 Disclosure of Interests in
Other Entities, revised AASB 127 Separate Financial Statements, AASB 128 Investments in Associates and Joint
Ventures, AASB 2011-7 Amendments to Australian Accounting Standards arising from the Consolidation and Joint
Arrangements Standards and AASB 2012-10 Amendments to Australian Accounting Standards –Transition
Guidance and Other Amendments (effective 1 January 2013)
In August 2011, the AASB issued a suite of five new and amended standards which address the accounting for joint
arrangements, consolidated financial statements and associated disclosures.
AASB 10 replaces all of the guidance on control and consolidation in AASB 127 Consolidated and Separate Financial
Statements, and Interpretation 12 Consolidation –Special Purpose Entities. The core principle that a consolidated entity
presents a parent and its subsidiaries as if they are a single economic entity remains unchanged, as do the mechanics
of consolidation. However, the standard introduces a single definition of control that applies to all entities. It focuses on
the need to have both power and rights or exposure to variable returns. Power is the current ability to direct the
activities that significantly influence returns. Returns must vary and can be positive, negative or both. Control exists
when the investor can use its power to affect the amount of its returns. There is also new guidance on participating and
protective rights and on agent/principal relationships. The Company has assessed its consolidation conclusions at 1
July 2013 and has determined that adoption of AASB 10 did not result in any change to the consolidation status of any
of its subsidiaries.
AASB 11 introduces a principles based approach to accounting for joint arrangements. The focus is no longer on the
legal structure of joint arrangements, but rather on how rights and obligations are shared by the parties to the joint
arrangement. Based on the assessment of rights and obligations, a joint arrangement will be classified as either a joint
operation or a joint venture. Joint ventures are accounted for using the equity method, and the choice to proportionately
consolidate will no longer be permitted. Parties to a joint operation will account for their share of revenues, expenses,
assets and liabilities in much the same way as under the previous standard. AASB 11 also provides guidance for
parties that participate in joint arrangements but do not share joint control.
The group’s investment in various tenement farm-in agreements is classified as joint operations under the new rules. As
the group already recognises its own expenses, assets and liabilities in accounting for these investments, AASB 11 has
not had any impact on the amounts recognised in its financial statements from 1 July 2013.
AASB 12 sets out the required disclosures for entities reporting under the two new standards, AASB 10 and AASB 11,
and replaces the disclosure requirements currently found in AASB 127 and AASB 128. Application of this standard by
the group from 1 July 2013 does not affect any of the amounts recognised in the financial statements, but has impacted
the type of information disclosed in relation to the group’s investments.
ANNUAL REPORT 2014
22
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements (Continued)
For the Year Ended 30 June 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
b) Changes in accounting policies (continued)
Amendments to AASB 128 provide clarification that an entity continues to apply the equity method and does not
remeasure its retained interest as part of ownership changes where a joint venture becomes an associate, and vice
versa. The amendments also introduce a “partial disposal” concept. The group has adopted the amendments to AASB
128 at 1 July 2013 and there has been no impact on the amounts recognised in its financial statements from this date.
The group has adopted the new standards from their operative date. They will therefore be applied in the financial
statements for the annual reporting period ending 30 June 2014.
(ii) AASB 13 Fair Value Measurement and AASB 2011-8 Amendments to Australian Accounting Standards arising
from AASB 13 (effective 1 January 2013)
AASB 13 was released in September 2011. It explains how to measure fair value and aims to enhance fair value
disclosures. The group has determined that none of its current measurement techniques has to change as a result of
the new guidance. Application of this standard from 1 July 2013 has had no impact on the amounts recognised in the
financial statements. However, application of the new standard has resulted in additional disclosures in the half-year
accounts around fair value techniques for the Group’s financial instruments and will impact the type of information
disclosed in the notes to the annual financial statements. The group has adopted the new standard from its operative
date, which means that it will be applied in the annual reporting period ending 30 June 2014.
(iii) Revised AASB 119 Employee Benefits and AASB 2011-10 Amendments to Australian Accounting Standards
arising from AASB 119 (September 2011)
In September 2011, the AASB released a revised standard on accounting for employee benefits. It requires the
recognition of all remeasurements of defined benefit liabilities/assets immediately in other comprehensive income
(removal of the so-called ‘corridor’ method), the immediate recognition of all past service cost in profit or loss and the
calculation of a net interest expense or income by applying the discount rate to the net defined benefit liability or asset.
This replaces the expected return on plan assets that is currently included in profit or loss. The standard also introduces
a number of additional disclosures for defined benefit liabilities/assets and could affect the timing of the recognition of
termination benefits. Employee benefits expected to be settled (as opposed to due to settled under current standard)
within 12 months after the end of the reporting period are short-term benefits, and therefore not discounted when
calculating leave liabilities. Annual leave not expected to be used within 12 months of end of reporting period will in
future be discounted when calculating leave liability. The amendments will have to be implemented retrospectively.
This standard has no impact on the financial statements as there are no leave provision amounts that are non-current.
The Group has applied the new standard from 1 July 2013.
(iv)
Interpretation 20 (issued November 2011): Stripping Costs in the Production Phase of a Surface Mine (Effective 1
January 2013)
Clarifies that costs of removing mine waste materials (overburden) to gain access to mineral ore deposits during the
production phase of a mine must be capitalised as inventories under AASB 102 Inventories if the benefits from stripping
activity is realised in the form of inventory produced. Otherwise, if stripping activity provides improved access to the ore,
stripping costs must be capitalised as a non-current, stripping activity asset if certain recognition criteria are met (as an
addition to, or enhancement of, an existing asset).
The entity does not currently operate a surface mine. Therefore adoption of this interpretation has not had any impact
on the amounts recognised in its financial statements from 1 July 2013.
c) Principles of consolidation
Subsidiaries
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Caravel Minerals
Limited (‘company’ or ‘parent entity’) as at 30 June 2014 and the results of all subsidiaries for the year then ended.
Caravel Minerals Limited and its subsidiaries together are referred to in this financial report as the group or the
consolidated entity.
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an
entity when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity
and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the
date that control ceases.
A list of controlled entities is contained in note 4 to the financial statements.
Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated.
Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset
transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the
policies adopted by the group.
ANNUAL REPORT 2014
23
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements (Continued)
For the Year Ended 30 June 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
c) Principles of consolidation (continued)
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership
interest, without the loss of control, is accounted for as an equity transaction, where the difference between the
consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly
in equity attributable to the parent.
Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit or loss
and other comprehensive income, statement of financial position and statement of changes in equity of the
consolidated entity. Losses incurred by the consolidated entity are attributed to the non-controlling interest in full, even if
that results in a deficit balance.
Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilities
and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity.
The consolidated entity recognises the fair value of the consideration received and the fair value of any investment
retained together with any gain or loss in profit or loss.
d) Foreign currency transactions and balances
Functional and presentation currency
Items included in the financial statements of each of the group’s entities are measured using the currency of the
primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial
statements are presented in Australian dollars, which is Caravel Minerals Limited’s functional and presentation
currency.
Transaction and balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of
the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items
measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary
items measured at fair value are reported at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items are recognised in the profit or loss.
Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent
that the gain or loss is directly recognised in equity; otherwise the exchange difference is recognised in the profit or
loss.
Group companies
The financial results and position of foreign operations whose functional currency is different from the Group’s
presentation currency are translated as follows:
-
-
-
assets and liabilities are translated at year-end exchange rates prevailing at that reporting date;
income and expenses are translated at average exchange rates for the period; and
retained earnings are translated at the exchange rates prevailing at the date of the transaction.
Exchange differences arising on translation of foreign operations are transferred directly to the Group’s foreign currency
translation reserve in the statement of financial position. These differences are recognised in the profit or loss in the
period in which the operation is disposed.
e)
Investments and other financial assets
Classification
The group classifies its financial assets in the following categories: loans and receivables and available-for-sale
financial assets. The classification depends on the purpose for which the investments were acquired. Management
determines the classification of its investments at initial recognition.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an
active market. They are included in current assets, except for those with maturities greater than 12 months after the
reporting period which are classified as non-current assets.
Available-for-sale financial assets
Available-for-sale financial assets, comprising principally marketable equity securities, are non-derivatives that are
either designated in this category or not classified in any of the other categories. They are included in non-current
assets unless the investment matures or management intends to dispose of the investment within 12 months of the end
of the reporting period. Investments are designated as available-for-sale if they do not have fixed maturities and fixed or
determinable payments and management intends to hold them for the medium to long term.
ANNUAL REPORT 2014
24
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements (Continued)
For the Year Ended 30 June 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
e)
Investments and other financial assets (continued)
Measurement
At initial recognition, the group measures a financial asset at its fair value plus transaction costs that are directly
attributable to the acquisition of the financial asset.
Loans and receivables and held-to-maturity investments are subsequently carried at amortised cost using the effective
interest method.
Available-for-sale financial assets are subsequently carried at fair value. Gains or losses arising from changes in the fair
value are recognised in other comprehensive income.
Fair value
Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to
determine the fair value for all unlisted securities held at cost less impairment, including recent arm’s length
transactions, reference to similar instruments and option pricing models.
Impairment of assets
The consolidated entity assesses at each reporting date whether there is objective evidence that a financial asset or
group of financial assets is impaired. In the case of equity securities classified as available-for-sale, a significant or
prolonged decline in the fair value of a security below its cost is considered as an indicator that the securities are
impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss – measured as the
difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset
previously recognised in profit or loss – is removed from equity and included in profit or loss. Impairment losses
recognised in the statement of comprehensive income on equity instruments classified as available-for-sale are not
reversed through profit or loss.
Recognition and derecognition
Regular purchases and sales of financial assets are recognised on trade-date – the date on which the consolidated
entity commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs.
Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have
been transferred and the consolidated entity has transferred substantially all the risks and reward of ownership. When
the securities classified as available-for-sale are sold, the accumulated fair value adjustments recognised in equity are
included in profit or loss as gains and losses for investment securities.
f) Exploration and evaluation expenditure
Exploration and evaluation costs are expensed as incurred as an operating cost of the Group. Costs related to the
acquisition of properties that contain mineral resources are capitalised and allocated separately to specific areas of
interest. These costs are capitalised until the viability of the area of interest is determined.
g) Plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and any accumulated impairment losses.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item
can be measured reliably. All other repairs and maintenance are charged to the statement of profit and loss and other
comprehensive income during the financial period in which they are incurred.
Depreciation
Depreciation is calculated on either the straight-line basis or diminishing value basis over their useful lives to the Group
commencing from the time the asset is held ready for use. The depreciation rates used are as follows:
Plant and equipment
Exploration equipment
Vehicles
Leasehold improvements
Computer equipment and software
30%
25%
30%
25%
40%
The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each
reporting date.
Derecognition
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and
losses are included in the Statement of profit or loss and other comprehensive income.
ANNUAL REPORT 2014
25
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements (Continued)
For the Year Ended 30 June 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
h)
Impairment of assets
Caravel Minerals Limited conducts an annual internal review of asset values, which is used as a source of information
to assess for any indicators of impairment. External factors, such as changes in expected future processes, technology
and economic conditions, are also monitored to assess for indicators of impairment. If any indication of impairment
exists, an estimate of the asset’s recoverable amount is calculated.
An impairment loss is recognised for the amount by which the asset’s carrying value 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 an impairment are tested for possible reversal of the impairment
whenever events or changes in circumstances indicate that the impairment may have reversed.
i) Revenue recognition
Revenue is recognised to the extent that it is probable that economic benefits will flow to the Group and the revenue
can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable. The
following specific recognition criteria must also be met before revenue is recognised:
Interest
Interest revenue is recognised as the interest accrues (using the effective interest method, which is the rate that exactly
discounts estimated future cash receipts through the expected life of the financial instrument) to the net carrying value
amount of the financial asset.
Government Grants
Government grant revenue is measured at the fair value of the consideration received or receivable.
j)
Income tax
The income tax expense for the period is the tax payable on the current period’s taxable income based on the national
income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary
differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to
unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the
assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for
each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary
differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising
from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these
temporary differences if they arose on goodwill or in a transaction, other than a business combination, that at the time
of the transaction did not affect either accounting profit or taxable profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilise those temporary differences and losses.
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.
Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the extent that it
has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in
equity.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax
assets against tax liabilities and the deferred tax liabilities relate to the same taxable entity and the same taxation
authority.
k) Cash and cash equivalents
“Cash and cash equivalents” includes cash on hand, deposits held at call with financial institutions and other short-term
highly liquid investments 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 Statement of Cash Flows, cash and cash equivalents consist of cash
and cash equivalents as defined above, net of any bank overdrafts.
ANNUAL REPORT 2014
26
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements (Continued)
For the Year Ended 30 June 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
l)
Trade and other receivables
Trade receivables are initially recognised and carried at original invoice amount less provision for impairment. Trade
receivables are due for settlement no more than 30 days from the date of recognition. A provision for impairment is
made when there is objective evidence that the Group will not be able to collect the debts. Bad debts are written off
when identified.
Financial assets carried at amortised cost
If there is objective evidence that an impairment loss on loans and receivables carried at amortised cost has been
incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present
value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the
financial asset’s original effective interest rate (i.e. the effective interest rate computed at initial recognition). The
carrying amount of the asset is reduced either directly or through use of an allowance account. The amount of the loss
is recognised in profit or loss.
m) Leases
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.
Company as a lessee
Operating lease payments, where substantially all the risk and benefits remain with the lessor, are recognised as an
expense in the statement of profit and loss and other comprehensive income on a straight-line basis over the lease
term. Operating lease incentives are recognised as a liability when received and subsequently reduced by allocating
lease payments between rental expense and reduction of the liability.
n) Trade and other payables
Trade and other payables are carried at amortised cost and represent liabilities for the goods and services provided to
the Group prior to the end of the financial period that are unpaid and arise when the Group becomes obliged to make
future payments in respect of the purchase of these goods and services. The amounts are unsecured and are usually
paid within 30 days.
o) Provisions and employee benefits
Provisions are recognised when the Group has a present obligation (either legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation
and a reliable estimate can be made of the amount of the obligation.
Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the
present obligation at the reporting date using a discounted cash flow methodology. The risks specific to the provision
are factored into the cash flows and as such a risk-free government bond rate relative to the expected life of the
provision is used as a discount rate. The increase in the provision resulting from the passage of time is recognised in
finance costs.
Employee leave benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected
to be settled within 12 months of the reporting date are recognised in respect of employees’ services up to the reporting
date. They are measured at the amounts expected to be paid when the liabilities are settled. Expenses for non-
accumulating sick leave are recognised when the leave is taken and are measured at the rates paid or payable.
p) Share based payments
The Group provides benefits to Directors, employees, consultants and other advisors of the Group in the form of share-
based payments, whereby the Directors, employees, consultants and other advisors render services in exchange for
shares or rights over shares (equity-settled transactions).
The cost of these equity-settled transactions is measured by reference to the fair value of the equity instruments at the
date at which they are granted. The fair value is determined by an external valuer using a Black-Scholes model.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to
the market price of the shares of the Company if applicable.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period
in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant recipient
becomes fully entitled to the award (the vesting period).
ANNUAL REPORT 2014
27
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements (Continued)
For the Year Ended 30 June 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
p) Share based payments (continued)
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i)
the extent to which the vesting period has expired and (ii) the Company’s best estimate of the number of equity
instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions being
met as the effect of these conditions is included in the determination of fair value at grant date. The statement of profit
and loss and other comprehensive income charge or credit for a period represents the movement in cumulative
expense recognised as at the beginning and end of that period.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional
upon a market condition.
If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not
been modified. In addition, an expense is recognised for any modification that increases the total fair value of the share-
based payment arrangement, or is otherwise beneficial to the recipient, as measured at the date of modification.
If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not
yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award
and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if
they were a modification of the original award, as described in the previous paragraph.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings
per share (see Note 6).
Under the employee share scheme, shares are issued to employees by providing interest free loans and will vest over
the restriction period. The shares are held by the Trust until the loan is repaid. Within the loan period the employee
must have paid off the loan balance, at which point the shares are delivered to the employee, or surrendered the
shares. Surrender of the shares by the employee after the restriction period, is treated as discharging any outstanding
amount on the loan, irrespective of the value of the shares.
The effect of such an arrangement is equivalent to an option with a strike price per share equal to the share price on
grant date.
q) Contributed equity
Ordinary shares are classified as equity. Issued and paid up capital is recognised at the fair value of the consideration
received by the Company.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of
tax, from the proceeds.
r) Earnings per share (EPS)
Basic earnings per share is calculated by dividing the profit/loss attributable to equity holders of the Group, excluding
any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares
outstanding during the period, adjusted for bonus elements in ordinary shares issued during the period.
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account
the after tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the
weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential
ordinary shares.
s) Goods and services tax
Revenues, expenses and assets are recognised net of the amount of GST except:
•
•
when 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 statement of financial position.
Cash flows are included in the Statement of Cash Flows on a gross basis and the GST components of cash flows
arising from investing and financing activities, which are recoverable from, or payable to, the taxation authority, are
classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation
authority.
ANNUAL REPORT 2014
28
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements (Continued)
For the Year Ended 30 June 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
t)
Segment reporting
AASB 8 requires a management approach under which segment information is presented on the same basis as that
used for internal reporting purposes. Operating segments are now reported in a manner that is consistent with the
internal reporting to the Chief Executive Officer (“CEO”).
u) Government grants
Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will
be received and the Company will comply with all attached conditions.
v) Non-current assets (or disposal groups) held for sale and discontinued operations
Non-current assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered
principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They
are measured at the lower of their carrying amount and fair value less costs to sell, except for assets such as deferred
tax assets, assets arising from employee benefits, financial assets and investment property that are carried at fair value
and contractual rights under insurance contracts, which are specifically exempt from this requirement.
An impairment loss is recognised for any initial or subsequent write-down of the asset (or disposal group) to fair value
less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset (or
disposal group), but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously
recognised by the date of the sale of the non-current asset (or disposal group) is recognised at the date of derecognition.
Non-current assets (including those that are part of a disposal group) are not depreciated or amortised while they are
classified as held for sale. Interest and other expenses attributable to the liabilities of a disposal group classified as held
for sale continue to be recognised.
Non-current assets classified as held for sale and the assets of a disposal group classified as held for sale are presented
separately from the other assets in the statement of financial position. The liabilities of a disposal group classified as held
for sale are presented separately from other liabilities in the balance sheet.
A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that
represents a separate major line of business or geographical area of operations, is part of a single co-ordinated plan to
dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The
results of discontinued operations are presented separately in the income statement.
w) Acquisition accounting
When an asset acquisition does not constitute a business combination, the assets and liabilities are assigned a carrying
amount based on their relative fair values in an asset purchase transaction and no deferred tax will arise in relation to
the acquired assets and assumed liabilities as the initial recognition exemption for deferred tax under AASB 112
applies. No goodwill will arise on the acquisition and transaction costs of the acquisition will be included in the
capitalised cost of the asset.
x) Going Concern
This report is prepared on the going concern basis which assumes the continuity of normal business activity and the
realisation of assets and settlement of liabilities in the normal course of business.
The Group incurred a net loss of $3,490,998 during the year ended 30 June 2014 and as of that date the Group had net
assets of $4,280,546 (2013: $5,464,701). The Directors believe there are sufficient funds to meet the Group’s working
capital requirements and as at the date of this report the Group believes it can meet all liabilities as and when they fall
due. However, the Directors recognise that additional funding through the issue of shares will be required for the Group
to continue to actively explore its mineral properties.
The Directors have reviewed the business outlook and the assets and liabilities of the Group and are of the opinion that
the going concern basis of accounting is appropriate as they believe the Group will continue to be successful in
securing additional funds through equity issues as and when the need to raise funds arises.
ANNUAL REPORT 2014
29
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements (Continued)
For the Year Ended 30 June 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
y) New accounting standards and interpretations that are not yet mandatory
Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2014
reporting periods and have not been early adopted by the group. The group’s assessment of the impact of these new
standards and interpretations is set out below.
(i) AASB 9 Financial Instruments and its consequential amendments
This standard and its consequential amendments are applicable to annual reporting periods beginning on or after 1
January 2018 and completes phases I and III of the IASB's project to replace IAS 39 (AASB 139) 'Financial
Instruments: Recognition and Measurement'. This standard introduces new classification and measurement models for
financial assets, using a single approach to determine whether a financial asset is measured at amortised cost or fair
value. The accounting for financial liabilities continues to be classified and measured in accordance with AASB 139,
with one exception, being that the portion of a change of fair value relating to the entity's own credit risk is to be
presented in other comprehensive income unless it would create an accounting mismatch. Chapter 6 'Hedge
Accounting' supersedes the general hedge accounting requirements in AASB 139 and provides a new simpler
approach to hedge accounting that is intended to more closely align with risk management activities undertaken by
entities when hedging financial and non-financial risks. The consolidated entity will adopt this standard and the
amendments from 1 July 2018 but the impact of its adoption is yet to be assessed by the consolidated entity.
(ii) AASB 2012-3 Amendments to Australian Accounting Standards - Offsetting Financial Assets and Financial
Liabilities
The amendments are applicable to annual reporting periods beginning on or after 1 January 2014. The amendments
add application guidance to address inconsistencies in the application of the offsetting criteria in AASB 132 'Financial
Instruments: Presentation', by clarifying the meaning of 'currently has a legally enforceable right of set-off'; and clarifies
that some gross settlement systems may be considered to be equivalent to net settlement. The adoption of the
amendments from 1 July 2014 will not have a material impact on the consolidated entity.
(iii) AASB 2013-3 Amendments to AASB 136 - Recoverable Amount Disclosures for Non-Financial Assets
These amendments are applicable to annual reporting periods beginning on or after 1 January 2014. The disclosure
requirements of AASB 136 'Impairment of Assets' have been enhanced to require additional information about the fair
value measurement when the recoverable amount of impaired assets is based on fair value less costs of disposals.
Additionally, if measured using a present value technique, the discount rate is required to be disclosed. The adoption of
these amendments from 1 July 2014 may increase the disclosures by the consolidated entity.
(iv) AASB 2013-4 Amendments to Australian Accounting Standards - Novation of Derivatives and Continuation of
Hedge Accounting
These amendments are applicable to annual reporting periods beginning on or after 1 January 2014 and amends AASB
139 'Financial Instruments: Recognition and Measurement' to permit continuation of hedge accounting in circumstances
where a derivative (designated as hedging instrument) is novated from one counter party to a central counterparty as a
consequence of laws or regulations. The adoption of these amendments from 1 July 2014 will not have a material
impact on the consolidated entity
(v) AASB 2013-5 Amendments to Australian Accounting Standards - Investment Entities
These amendments are applicable to annual reporting periods beginning on or after 1 January 2014 and allow entities
that meet the definition of an 'investment entity' to account for their investments at fair value through profit or loss. An
investment entity is not required to consolidate investments in entities it controls, or apply AASB 3 'Business
Combinations' when it obtains control of another entity, nor is it required to equity account or proportionately
consolidate associates and joint ventures if it meets the criteria for exemption in the standard. The adoption of these
amendments from 1 July 2014 will have no impact on the consolidated entity.
ANNUAL REPORT 2014
30
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements (Continued)
For the Year Ended 30 June 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
y) New accounting standards and interpretations that are not yet mandatory (continued)
(vi) Annual Improvements to IFRSs 2010-2012 Cycle
These amendments are applicable to annual reporting periods beginning on or after 1 July 2014 and affects several
Accounting Standards as follows: Amends the definition of 'vesting conditions' and 'market condition' and adds
definitions for 'performance condition' and 'service condition' in AASB 2 'Share-based Payment'; Amends AASB 3
'Business Combinations' to clarify that contingent consideration that is classified as an asset or liability shall be
measured at fair value at each reporting date; Amends AASB 8 'Operating Segments' to require entities to disclose the
judgements made by management in applying the aggregation criteria; Clarifies that AASB 8 only requires a
reconciliation of the total reportable segments assets to the entity's assets, if the segment assets are reported regularly;
Clarifies that the issuance of AASB 13 'Fair Value Measurement' and the amending of AASB 139 'Financial
Instruments: Recognition and Measurement' and AASB 9 'Financial Instruments' did not remove the ability to measure
short-term receivables and payables with no stated interest rate at their invoice amount, if the effect of discounting is
immaterial; Clarifies that in AASB 116 'Property, Plant and Equipment' and AASB 138 'Intangible Assets', when an
asset is revalued the gross carrying amount is adjusted in a manner that is consistent with the revaluation of the
carrying amount (i.e. proportional restatement of accumulated amortisation); and Amends AASB 124 'Related Party
Disclosures' to clarify that an entity providing key management personnel services to the reporting entity or to the
parent of the reporting entity is a 'related party' of the reporting entity. The adoption of these amendments from 1 July
2014 will not have a material impact on the consolidated entity.
(vii) Annual Improvements to IFRSs 2011-2013 Cycle
These amendments are applicable to annual reporting periods beginning on or after 1 July 2014 and affects four
Accounting Standards as follows: Clarifies the 'meaning of effective IFRSs' in AASB 1 'First-time Adoption of Australian
Accounting Standards'; Clarifies that AASB 3 'Business Combination' excludes from its scope the accounting for the
formation of a joint arrangement in the financial statements of the joint arrangement itself; Clarifies that the scope of the
portfolio exemption in AASB 13 'Fair Value Measurement' includes all contracts accounted for within the scope of AASB
139 'Financial Instruments: Recognition and Measurement' or AASB 9 'Financial Instruments', regardless of whether
they meet the definitions of financial assets or financial liabilities as defined in AASB 132 'Financial Instruments:
Presentation'; and Clarifies that determining whether a specific transaction meets the definition of both a business
combination as defined in AASB 3 'Business Combinations' and investment property as defined in AASB 140
'Investment Property' requires the separate application of both standards independently of each other. The adoption of
these amendments from 1 July 2014 will not have a material impact on the consolidated entity.
3. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the financial statements requires management to make judgements, estimates and assumptions that
affect the reported amounts in the financial statements. Management continually evaluates its judgements and
estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its
judgements and estimates on historical experience and on other various factors it believes to be reasonable under the
circumstances, the results of which form the basis of the carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these estimates under different assumptions and
conditions.
Management has identified the following critical accounting policies for which significant judgements, estimates and
assumptions are made. Actual results may differ from these estimates under different assumptions and conditions and
may materially affect financial results or the financial position reported in future periods.
Further details of the nature of these assumptions and conditions may be found in the relevant notes to the financial
statements.
Significant accounting judgements
Determination of mineral resources
The determination of mineral resources impacts the accounting for asset carrying values. Caravel Minerals Limited
estimates its mineral resources in accordance with the Australasian Code for Reporting of Exploration Results, Mineral
Resources and Ore Reserves 2012 (the ‘JORC’ Code). The information on mineral resources was prepared by or under
the supervision of Competent Persons as defined in the JORC Code. The amounts presented are based on the mineral
resources determined under the JORC Code.
There are numerous uncertainties inherent in estimating mineral resources, and assumptions that are valid at the time
of estimation may change significantly when new information becomes available.
ANNUAL REPORT 2014
31
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements (Continued)
For the Year Ended 30 June 2014
3. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS (CONTINUED)
Significant accounting estimates and assumptions
Impairment of capitalised exploration and evaluation expenditure
It is the Group’s policy to capitalise costs related to the acquisition of properties that contain mineral resources. The
future recoverability of capitalised exploration and evaluation expenditure is dependent upon a number of factors,
including whether the Group 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 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 the determination is made.
Share-based payment transactions
The Group measures the cost of equity-settled share-based payment transactions with employees by reference to the
fair value of the equity instruments at the grant date. The fair value is determined by the Company Secretary using a
Black-Scholes model, with the assumptions detailed in Note 21. The accounting estimates and assumptions relating to
equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the
next annual reporting period but may impact expenses and equity.
Valuation of performance shares issued
During the year ended 30 June 2011, the Company entered into an agreement with Gledich Associates Pty Ltd to
purchase certain tenements. Consideration for the tenements included 2,000,000 performance shares (issued 2
September 2011). The performance shares are subject to performance milestones (as disclosed in Note 19). The
Company has valued the performance shares at $nil at 30 June 2014 as achievement of the performance milestones
are not probable. If the performance milestones are not met by 30 April 2016, the 2,000,000 performance shares are
converted into 1 ordinary share on that date.
4. SUBSIDIARIES
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in
accordance with the accounting policy described in note 2:
Name of entity
Country of
incorporation
Class of
shares
Equity
holding 30
June 2014
Date of
incorporation
Caravel Resources Netherlands Cooperatief U.A.
Netherlands
Ordinary
99.999%
16 July 2012
Recursos Minerales Caravel Espana S.L. (in
liquidation)
Spain
Ordinary
100%
19 July 2012
Quadrio Resources Pty Ltd
Caravel Employee Share Plan Pty Ltd
Australia
Australia
Ordinary
100%
11 June 1985
Ordinary
100%
13 March 2013
ANNUAL REPORT 2014
32
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements (Continued)
For the Year Ended 30 June 2014
5. REVENUE AND EXPENSES
(a) Revenue from continuing operations
Interest revenue
Profit on disposal of plant and equipment
Other revenue
(b) Other income
Government R&D rebate
(c) Employee expenses
Directors Fees
Salaries and wages
Termination payments
Superannuation
Leave provisions
Share based payments expense
(d) Other share based payments
SBP consultants – included in Administration expenses
SBP drilling contractor – included in Exploration expenses
6. LOSS PER SHARE
2014
$
2013
$
25,994
73,869
9537
109,400
51,312
29,381
14,322
95,015
289,871
603,468
(99,099)
(841,603)
(17,229)
(132,992)
14,872
(135,949)
(1,212,000)
6,600
249,477
(314,983)
(1,246,021)
(331,175)
(160,558)
38,380
(54,213)
(2,068,570)
-
-
The following reflects the income and share data used in the calculations of basic and diluted loss per share:
Net loss used in calculating basic and diluted loss per share:
From continuing operations
From discontinued operations
Weighted average number of ordinary shares and potential ordinary shares
used in calculating basic earnings per share
Effect of dilutive securities (see below)
(3,393,359)
(6,367,953)
(97,639)
(1,187,788)
2014
No. of Shares
2013
No. of Shares
572,147,399
252,096,465
-
-
Adjusted weighted average number of ordinary shares and potential ordinary
shares used in calculating basic and diluted earnings per share
572,147,399
252,096,465
Non-dilutive securities
As at reporting date, 108,243,333 (2013: 38,800,000) unlisted options and 226,486,857 (2013: 175,873,595) listed
options (which represent potential ordinary shares) were not dilutive as they would decrease the loss per share.
Conversions, calls, subscriptions or issues after 30 June 2014
There have been no conversions to, calls of, or subscriptions for ordinary shares or issues of potential ordinary shares
since the reporting date and before the completion of this financial report.
ANNUAL REPORT 2014
33
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements (Continued)
For the Year Ended 30 June 2014
7. SEGMENT INFORMATION
Management has determined that the Group operates in one industry, in two geographical locations, being mineral
exploration in Australia and Spain. As the Group is focused on mineral exploration, the Board monitors the Group
based on actual versus budgeted exploration expenditure incurred by area of interest. Operating segments are now
reported in a manner that is consistent with the internal reporting to the chief operating decision makers (“CODM”),
which have been identified by the Group as the Chief Executive Officer and members of the Board of Directors.
Geographic
Region
Australia
Discontinued
operations - Spain
Unallocated
amounts
Revenue
2014
$
-
-
2013
$
-
-
Results
2014
$
2013
$
Assets
2014
$
2013
$
(1,700,134)
(2,943,752)
3,787,218
4,187,218
(97,639)
(1,187,788)
-
-
109,400
95,015
(1,693,225)
(3,424,201)
1,024,818
2,357,135
109,400
95,015
(3,490,998)
(7,555,741)
4,812,036
6,544,353
RECONCILIATION OF SIGNIFICANT UNALLOCATED AMOUNTS ABOVE:
Results
Revenue
Administration expenses
Employee benefits
Depreciation
ASSETS
Cash and cash equivalents
Trade and other receivables
Plant and equipment
Other assets
DISCONTINUED OPERATIONS
a) Description
2014
$
109,400
(493,528)
(1,218,600)
(90,497)
2013
$
95,015
(1,376,873)
(2,068,570)
(73,773)
(1,693,225)
(3,424,201)
734,753
149,727
103,668
36,670
1,908,222
269,351
155,205
24,357
1,024,818
2,357,135
On 26 March 2012 the Company entered into a Farm-in and Joint Venture Heads of Agreement with Astur Gold
Corporation and Exploraciones Mineras Del Cantabrico SL in respect of the La Codosera Gold Project in Spain. On 1
August 2012 the Company established a wholly owned Spanish subsidiary Recuros Minerales Caravel Espana S.L.
(“RMCE”) to complete the exploration on the project. As a result of unsatisfactory drilling results from an extensive
exploration program conducted from August to December 2012, the Company decided to cease further exploration in
Spain. At 30 June 2014 RMCE has ceased operations and is currently in liquidation.
Financial information relating to discontinued operations for the year is set out below.
b) Financial performance and cash flow information
Revenue
Expenses
Loss before income tax
Income tax expense
2014
$
-
(97,639)
(97,639)
-
2013
$
319
(1,188,107)
(1,187,788)
-
Loss from discontinued operations
(97,639)
(1,187,788)
Net cash outflow from ordinary activities
Net cash outflow from investing activities
Net cash outflow from financing activities
12,816
1,326,090
-
-
511
-
Net decrease in cash consumed by the division
12,816
1,326,601
ANNUAL REPORT 2014
34
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements (Continued)
For the Year Ended 30 June 2014
8.
INCOME TAX
(a) The major components of income tax are:
Current income tax
Current income tax benefit
Current income tax benefit not recognised
Deferred income tax
Relating to the origination and reversal of temporary differences
Deferred tax assets not brought to account as their realisation is
not regarded as probable
Income tax (benefit)/expense recorded in the statement of profit
and loss and other comprehensive income
(b) A reconciliation between tax expense and the product of
accounting loss before tax multiplied by the Company’s
applicable income tax rate is as follows:
Accounting loss before tax from continuing operations
Loss before income tax from discontinued operations
Accounting loss before income tax
At the Company’s statutory income tax rate of 30% (2013: 30%)
Non-deductible expenses
Share based payments
Research & development tax offset prior year adjustment
Deferred tax assets not brought to account as their
realisation is not regarded as probable
Income tax expense reported in the consolidated statement of
profit or loss and other comprehensive income
Income tax attributable to discontinued operations
2014
$
2013
$
(1,082,979)
1,082,979
(1,604,030)
1,604,030
7,926
672,356
(7,926)
(672,356)
-
-
(3,393,359)
(97,639)
(3,490,998)
(1,047,299)
591
42,765
(86,961)
1,090,904
-
-
-
-
(6,367,953)
(1,187,788)
(7,555,741)
(2,266,722)
652
16,264
(26,580)
2,276,386
-
-
-
-
R&D tax rebate of $289,871 (2013: $603,468) has been recognised in other income.
(c) Deferred income tax
Deferred income tax at 30 June relates to the following:
Deferred Tax Liabilities
Exploration and evaluation assets
Recognition of losses to offset future taxable income
Deferred Tax Assets
Accruals
Provisions
Section 40-880 deductions
Australian losses available to offset against future
taxable income
Foreign losses available to offset against future taxable
income
Recognition of losses to offset future taxable income
Deferred tax assets not brought to account as their
realisation is not regarded as probable
Statement of Financial
Position
Statement of Profit & Loss
and Other Comprehensive
Income
2014 $
2013 $
2014 $
2013 $
(1,136,165)
1,136,165
-
(1,256,166)
1,256,166
-
-
-
-
-
-
-
76,469
25,595
126,204
119,846
30,056
163,185
(113,846)
(17,770)
2,208
(113,846)
(17,770)
2,208
11,494,972
5,160,238
(2,208,205)
(2,208,205)
276,159
(1,136,165)
246,867
(1,256,166)
-
645,661
-
645,661
(10,863,234)
-
(4,464,026)
-
1,691,952
-
1,691,952
-
ANNUAL REPORT 2014
35
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements (Continued)
For the Year Ended 30 June 2014
9. CASH AND CASH EQUIVALENTS
(a) Reconciliation to the Statement of Financial Position and
Statement of Cash Flows
Cash at bank and on hand
(b) Reconciliation of net loss after income tax expense to net
cash outflow from operating activities
Net loss after income tax expense
Adjustment for non-cash income and expense items
Share based payments
Depreciation expense
Profit on disposal of plant and equipment
Loss on disposal of plant and equipment
Impairment of tenements
Foreign exchange movement
Changes in assets and liabilities
Decrease/(Increase) in receivables
Decrease/(Increase) in other current assets
(Decrease)/Increase in payables
(Decrease)/Increase in provisions
Net cash outflow from operating activities
2014
$
2013
$
734,753
1,908,222
(3,490,998)
(7,555,741)
392,026
90,497
(73,869)
1,118
-
(5,778)
54,213
74,284
(29,380)
39,959
1,630,017
45,803
119,624
191
(533,291)
(14,872)
(3,515,352)
(247,558)
2,707
357,698
(38,380)
(5,666,378)
(c) Significant Non-Cash Financing and Investing Activities
On 27 March 2013 the Company acquired 100% of the issued capital of Quadrio Resources Pty Ltd (“Quadrio”), In
consideration the Company issued 135,000,000 ordinary shares and 20,000,000 unlisted options to the vendor (refer
note 16).
In March, May and June 2014 a total of 16,319,574 shares were issued at market value to a drilling contractor for
drilling services for total consideration of $249,477.
On 27 September 2013 900,000 listed options were issued to an advisor for underwriting services (refer note 21(b)).
(d) Credit Standby Arrangements with Banks
At reporting date, the Group had no used or unused financing facilities (2013: nil).
10. TRADE AND OTHER RECEIVABLES
Trade receivables
GST and FBT receivables
11. OTHER CURRENT ASSETS
Accrued interest
Security deposits
12. NON-CURRENT ASSETS HELD FOR SALE
Interest in Meekatharra mining tenements
-
149,727
149,727
8,250
261,101
269,351
-
200
200
191
200
391
-
400,000
During the year ended 30 June 2014 the Company sold its interest in a number of mining tenements in the
Meekatharra area, known as Quinns, Bourkes, Abbotts and Yagahong. These assets had been transferred from
exploration and evaluation expenditure at 30 June 2013 as per note 15.
ANNUAL REPORT 2014
36
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements (Continued)
For the Year Ended 30 June 2014
13. AVAILABLE FOR SALE FINANCIAL ASSETS
Shares of Crusader Resources Limited
2014
$
36,470
36,470
2013
$
23,966
23,966
At 30 June 2014 the Company held 104,200 shares of Crusader Resources Limited which had a fair market value of
$36,470. These shares were purchased on 24 August 2012 at a price of $0.48 per share for consideration of $50,016.
14. PLANT AND EQUIPMENT
Computer equipment – at cost
Accumulated depreciation
Net carrying amount
Vehicles – at cost
Accumulated depreciation
Net carrying amount
Exploration equipment – at cost
Accumulated depreciation
Net carrying amount
Office equipment – at cost
Accumulated depreciation
Net carrying amount
Software – at cost
Accumulated depreciation
Net carrying amount
Total plant and equipment
Accumulated depreciation
Net carrying amount
(a) Reconciliations
Computer equipment
Balance at the beginning of year
Additions
Disposals
Depreciation expense
Balance at end of year
Vehicles
Balance at the beginning of year
Additions
Disposals
Depreciation expense
Balance at end of year
Exploration equipment
Balance at the beginning of year
Additions
Disposals
Depreciation expense
Balance at end of year
100,671
(93,281)
7,390
208,490
(168,904)
39,586
182,457
(132,562)
49,895
16,858
(14,075)
2,783
54,755
(50,741)
4,014
563,231
(459,563)
103,668
17,586
-
(2,817)
(7,379)
7,390
59,289
42,016
-
(61,719)
39,586
67,022
-
(239)
(16,888)
49,895
119,224
(101,638)
17,586
166,474
(107,185)
59,289
183,537
(116,515)
67,022
16,858
(12,240)
4,618
54,755
(48,065)
6,690
540,848
(385,643)
155,205
34,064
7,479
(9,833)
(14,124)
17,586
37,305
76,244
(29,610)
(24,650)
59,289
88,952
467
(110)
(22,287)
67,022
ANNUAL REPORT 2014
37
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements (Continued)
For the Year Ended 30 June 2014
14. PLANT AND EQUIPMENT (CONTINUED)
Office equipment
Balance at the beginning of year
Additions
Disposals
Depreciation expense
Balance at end of year
Software
Balance at the beginning of year
Additions
Depreciation expense
Balance at end of year
Total
Balance at the beginning of year
Additions
Disposals
Depreciation expense – continuing operations
Depreciation expense – discontinued operations
Balance at end of year
15. EXPLORATION & EVALUATION EXPENDITURE
The Group has exploration costs carried forward in respect of
areas of interest:
Areas of interest:
Meekatharra tenements
Calingiri tenements (refer note 16)
Wynberg tenements (refer note 16)
Bryah tenements (refer note 16)
2014
$
2013
$
4,618
-
-
(1,835)
2,783
6,690
-
(2,676)
4,014
155,205
42,016
(3,056)
(90,497)
-
103,668
9,474
2,321
(4,398)
(2,779)
4,618
11,149
-
(4,459)
6,690
212,834
86,511
(69,856)
(73,773)
(511)
155,205
-
3,187,218
500,000
100,000
3,787,218
-
3,187,218
500,000
100,000
3,787,218
The recoverability of the carrying amount of the exploration and evaluation assets is dependent on the successful
development and commercial exploitation, or alternatively the sale, of the respective areas of interest. During the year
the Company decided to divest some of the Meekatharra tenements which were impaired to reflect the potential non-
recoverability of the exploration expenditure.
Reconciliation:
Meekatharra tenements
Balance at the beginning of year
Sale of mining tenements
Impairment
Transferred to non-current assets held for sale
Balance at end of year
Calingiri tenements
Balance at the beginning of year
Purchase of mining tenements
Impairment
Balance at end of year
-
-
-
-
-
-
3,187,218
-
-
3,187,218
2,035,017
(5,000)
(1,630,017)
400,000
(400,000)
-
-
3,187,218
-
3,187,218
ANNUAL REPORT 2014
38
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements (Continued)
For the Year Ended 30 June 2014
15. EXPLORATION & EVALUATION EXPENDITURE (CONTINUED)
Reconciliation:
Wynberg tenements
Balance at the beginning of year
Purchase of mining tenements
Impairment
Balance at end of year
Bryah tenements
Balance at the beginning of year
Purchase of mining tenements
Impairment
Balance at end of year
16. ASSET ACQUISITION
2014
$
2013
$
500,000
-
-
500,000
100,000
-
-
100,000
-
500,000
-
500,000
-
100,000
-
100,000
On 27 March 2013 the Company acquired 100% of the issued capital of Quadrio Resources Pty Ltd (“Quadrio”) from
Dominion Mining Limited. Quadrio has interests in exploration tenements in Western Australia and Queensland.
The consideration paid for the transaction was the issue of 135,000,000 fully paid ordinary shares in Caravel Minerals
Limited and 20,000,000 unlisted options at an exercise price of $0.10 and expiry date of 26 March 2016.
Details of the fair value of assets and liabilities acquired as at 27 March 2013 are as follows:
Number
135,000,000
20,000,000
Price
$0.025
Purchase consideration comprises:
Ordinary shares
Options exercisable at $0.10 each
Other costs attributable to assets acquired
Net assets acquired:
Cash
Trade receivables
Plant and equipment
Exploration and evaluation assets(1)
Employee provisions
(1) Fair value supported by independent valuation prepared by Agicola Mining Consultants dated 26 April 2013.
17. TRADE AND OTHER PAYABLES
Trade payables (1)
Accruals
(1) Terms & Conditions
2014
$
191,280
254,895
446,175
$
3,375,000
182,391
260,000
3,817,391
45,481
15,023
67,283
3,787,218
(97,614)
3,817,391
2013
$
579,980
399,485
979,465
Trade creditors are non-interest bearing and are normally settled on 30 days terms.
18. PROVISIONS
Employee benefits
85,315
100,187
Amounts not expected to be settled within the next 12 months
The current provision for employee benefits includes accrued annual leave and long service leave. For long service
leave it covers all unconditional entitlements where employees have completed the required period of service and also
those where employees are entitled to pro-rata payments in certain circumstances. The entire amount of the provision
of $85,315 (2013 - $100,187) is presented as current, since the group does not have an unconditional right to defer
settlement for any of these obligations. However, based on past experience, the group does not expect all employees
to take the full amount of accrued leave or require payment within the next 12 months. The following amounts reflect
leave that is not to be expected to be taken or paid within the next 12 months.
Current leave obligations expected to be settled after 12 months
18,570
19,702
The measurement and recognition criteria relating to employee benefits have been included in Note 2 to this report.
ANNUAL REPORT 2014
39
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements (Continued)
For the Year Ended 30 June 2014
2014
$
2013
$
19. CONTRIBUTED EQUITY
(a) Issued and paid up capital
664,655,072 (2013: 499,329,935) fully paid ordinary shares
35,691,743
33,537,775
(b) Movement in shares on issue
(1) Ordinary Shares
Balance – 1 July 2012
Issue of Shares(i)
Less Transaction costs
Issue of shares Employee Share Scheme(ii)
Conversion of performance shares(iii)
Balance – 30 June 2013
Issue of Shares(iv)
Less Transaction costs
Issue of shares Employee Share Scheme(v)
Balance – 30 June 2014
(2) Treasury Shares
Acquisition of shares by the Trust
(3) Performance Shares
Balance 1 July 2012
Cancellation and conversion(iii)
Balance – 30 June 2013
Cancellation and conversion
Balance – 30 June 2014
(i) Shares issued as follows:
- 10,035,837 @ $0.032 each on 13 August 2012
- 55,746,699 @ $0.032 each on 28 August 2012
- 15,000,000 @ $0.035 each on 8 October 2012
- 25,000,000 @ $0.035 each on 19 November 2012
- 135,000,000 @ $0.025 each on 27 March 2013
- 115,982,326 @ $0.015 each on 28 June 2013
No.
$
131,565,072
356,764,862
-
11,000,000
1
499,329,935
149,366,169
-
15,958,968
664,655,072
(26,958,968)
637,696,104
6,000,000
(4,000,000)
2,000,000
-
2,000,000
25,208,512
8,619,728
(290,465)
-
-
33,537,775
2,245,175
(91,207)
-
35,691,743
-
-
-
-
-
-
-
(iv) Shares issued as follows:
- 11,799,929 @ $0.015 each on 18 September 2013
- 37,913,333 @ $0.015 each on 27 September 2013
- 4,881,115 @ $0.0176 each on 18 March 2014
- 83,333,333 @ $0.015 each on 20 March 2014
- 7,862,758 @ $0.0149 each on 13 May 2014
- 3,575,701 @ $0.0131 each on 17 June 2014
(ii) Employee Share Acquisition Plan shares issued as follows
(v) Employee Share Acquisition Plan shares issued as follows
- 7,500,000 @ $0.0237 each on 15 March 2013
- 1,500,000 @ $0.0237 each on 4 April 2013
- 2,000,000 @ $0.0239 each on 4 April 2013
(iii) Performance Shares cancelled as follows:
- 4,000,000 @ $Nil each on 2 April 2013 converted to 1 ordinary share
(c) Terms and conditions of contributed equity
- 2,659,832 @ $0.01307 each on 4 September 2013
- 9,000,000 @ $0.01335 each on 6 November 2013
- 2,001,382 @ $0.01737 each on 5 February 2014
- 2,297,754 @ $0.01513 each on 13 May 2014
Ordinary Shares
Ordinary shares have the right to receive dividends as declared and, in the event of the winding up of the Company, to
participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on
shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the
Company.
4,000,000 Unlisted Performance Shares
The Performance Shares will convert to ordinary shares on a 1 for 1 basis on satisfaction, prior to the expiry date, of
the Verification Milestone. As the Verification Milestone was not achieved by the expiry date of 22 April 2013, the
Performance Shares were subsequently converted to one ordinary share in the Company.
ANNUAL REPORT 2014
40
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements (Continued)
For the Year Ended 30 June 2014
19. CONTRIBUTED EQUITY (CONTINUED)
2,000,000 Unlisted Performance Shares (issued 2 September 2011)
The Performance Shares will convert to ordinary shares on a 1 for 1 basis on satisfaction, prior to the expiry date, of
the Verification Milestone.
The Verification Milestone is the identification of an independently calculated Mineral Resource of 250,000 ounces of
gold at the Indicated Category as defined by JORC or such amount of a metal other than gold that has an equivalent
value at the time of determination as 250,000 ounces of gold from the tenements acquired under the Heads of
Agreement.
The expiry date is 30 April 2016.
The Performance Shares do not carry voting rights and are not transferable.
There are no participation rights or entitlements inherent in the Performance Shares and holders will not be entitled to
participate in new issues of capital during the currency of the Performance Shares.
If the Company is wound up prior to conversion of the Performance Shares the Performance Shareholders have no
right to be paid cash for the issue price, nor any right to participate in the surplus assets or profits of the Company.
If prior to the expiry date the Verification Milestone is not met, then the total number of Performance Shares will
convert into one ordinary share.
No value has been attributed to the Performance Shares as the tenement has been abandoned and the Verification
Milestone will not be achieved.
Treasury shares
Information relating to the employee share acquisition plan is disclosed in note 22(a).
(d) Capital Risk Management
When managing capital, management’s objective is to ensure the entity continues as a going concern as well as to
maintain optimal returns to shareholders and benefits for other stakeholders.
Being at an exploration stage, the Company does not generate cash inflows from its operations to fund its exploration
and working capital requirements, therefore, the Company may issue shares to either generate cash for operations or
to acquire assets in order to maintain adequate levels of cash reserves.
During the financial year ended 30 June 2014, the Company issued 165,325,137 ordinary shares including treasury
shares (2013: 367,764,862 ordinary shares).
The Company is not subject to any externally imposed capital requirements.
20. RELATED PARTIES
(a) Transactions with Key Management Personnel
Details relating to key management personnel, including remuneration paid, are included in the audited remuneration
report section of the directors’ report. The aggregate compensation made to directors and other members of key
management personnel of the consolidated entity is set out below:
Short term employee benefits
Termination payments
Post-employment benefits
Share based payments
Total compensation
2014
$
290,766
-
27,375
75,759
393,900
2013
$
(e) 561,712
312,363
72,748
49,705
996,528
(b) Loans to Key Management Personnel
On 6 November 2013 the Company established loans to each of the Non-Executive Directors being Peter Alexander,
James Harris and Brett McKeon for purchase of shares in the Company issued under the Caravel Employee Share
Acquisition Plan (refer note 21). This loan has been recognised in treasury shares in accordance with accounting for
limited recourse loans.
(c) Other transactions with KMP
SJS Resource Management, a company of which Dr Julian Vearncombe, the spouse of Dr Susan Vearncombe, was a
director at the time was paid $Nil (2013: $29,171) for the provision of geological services by Dr Julian Vearncombe and
his employees and was on normal commercial terms.
On 24 August 2012 the Company purchased 104,200 shares at $0.48 per share in Crusader Resources Limited. Mr
David Archer was Chairman of Crusader Resources Limited at the time of purchase.
(d) Transactions with Other Related Parties
There were no transactions with other related parties during the current or previous financial year.
(e) Comparatives adjusted for annual leave
ANNUAL REPORT 2014
41
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements (Continued)
For the Year Ended 30 June 2014
21. SHARE BASED PAYMENTS
(a) Employee Share Acquisition Plan
Shareholders approved the establishment of the Caravel Employee Share Acquisition Plan at a general meeting on 13
March 2013. The Company believes that the share acquisition plan provides eligible employees and Directors effective
incentive for their ongoing commitment and contribution to the Company. Eligible employees and Directors offered
shares under the scheme are provided a limited recourse, interest free loan to be used to subscribe for the shares in
the Company. 15,958,968 shares were issued under this scheme during the year ended 30 June 2014 (2013:
11,000,000) including a total of 9,000,000 shares issued to the Non-Executive Directors as approved by shareholders
at the annual general meeting held 17 October 2013.
Directors
Date shares
granted
Loan expiry
date
Price
Balance 1
July 2013
Granted Issue
during the year
Balance at 30
June 2014
Vested at 30
June 2014
Marcel Hilmer
15-Mar-2013
15-Mar-2014 $0.0276
7,500,000
-
7,500,000
7,500,000
Peter Alexander
6-Nov-2013
6-Nov-2014
$0.01335
James Harris
6-Nov-2013
6-Nov-2014
$0.01335
Brett McKeon
6-Nov-2013
6-Nov-2014
$0.01335
-
-
-
3,000,000
3,000,000
1,500,000
3,000,000
3,000,000
1,500,000
3,000,000
3,000,000
1,500,000
7,500,000
9,000,000
16,500,000
12,000,000
Employees
Rowen Colman
4-Apr-2013
25-Mar-2015 $0.0237
1,500,000
Anthony Poustie
4-Apr-2013
1-Feb-2015
$0.0239
2,000,000
-
-
1,500,000
750,000
2,000,000
1,000,000
Various
Various
Various
Total
2-Sep-2013
2-Oct-2013
$0.01307
5-Feb-2014
6-Mar-2014
$0.01754
13-May-2014
12-Jun-2014
$0.01513
-
-
-
2,659,832
2,659,832
2,659,832
2,001,382
2,001,382
2,001,382
2,297,754
2,297,754
2,297,754
3,500,000
6,958,968
10,458,968
8,708,968
11,000,000
15,958,968
26,958,968
20,708,968
Employee Share Acquisition Plan shares to Directors
On 6 November 2013, 9,000,000 shares were issued to the Non-Executive Directors, as approved by shareholders at
the annual general meeting held 17 October 2013. The shares were issued at 1.335 cents per share, being a 2.45%
discount to VWAP, and corresponding loans totalling $120,165 were entered into by Directors in accordance with the
Caravel Employee Acquisition Plan as part of the Director’s remuneration and having regard for his future contribution
to the Company.
Summary of the key loan terms:
Loan amount: $120,165
Interest rate: 0%
Term of loan: unlimited
•
•
•
• Vesting conditions 50%: remains eligible employee for 7 days from grant date
• Vesting conditions for balance: remains eligible employee for one year from grant date
• Subject to the conditions of the Caravel Employee Share Acquisition Plan as approved by shareholders on 13 March
2013
The loans become non-recourse, except against the shares held in trust for the participant, when the vesting
conditions have been satisfied.
The fair value at grant date of $41,625 was calculated using the Black Scholes pricing model that took into account the
following inputs:
•
•
•
•
•
•
exercise price: $0.01335
market price of shares at grant date: $0.013
expected volatility of the Company’s shares: 128%
risk free interest rate: 2.5%
time to maturity: 2 years
expected dividend yield: nil
The value of the instruments has been expensed to share based compensation on a proportionate basis for each
financial year from grant to vesting date. The proportion expensed to remuneration and accounted for in the share-
based payments reserve was $38,529 for the year ended 30 June 2014.
ANNUAL REPORT 2014
42
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements (Continued)
For the Year Ended 30 June 2014
21. SHARE BASED PAYMENTS (CONTINUED)
Employee Share Acquisition Plan shares to employees
(i) On 2 September 2013, 2,659,832 shares were issued to the employees at 1.307 cents per share, being a 1.0%
discount to VWAP, and corresponding loans totalling $34,764 were entered into in accordance with the Caravel
Employee Acquisition Plan as part of the employee’s remuneration and having regard for their future contribution to the
Company.
Summary of the key loan terms:
•
•
•
•
•
Loan amount: $34,764
Interest rate: 0%
Term of loan: unlimited
Vesting conditions 100%: remains eligible employee for 30 days from issue date
Subject to the conditions of the Caravel Employee Share Acquisition Plan as approved by shareholders on 13
March 2013
The loans become non-recourse, except against the shares held in trust for the participant, when the vesting
conditions have been satisfied.
The fair value at grant date of $17,054 was calculated using the Black Scholes pricing model that took into account the
following inputs:
•
•
•
•
•
•
exercise price: $0.01307
market price of shares at grant date: $0.013
expected volatility of the Company’s shares: 126%
risk free interest rate: 2.43%
time to maturity: 2 years
expected dividend yield: nil
(ii) On 5 February 2014, 2,001,382 shares were issued to the employees at 1.737 cents per share, being a 1.0%
discount to VWAP, and corresponding loans totalling $34,764 were entered into in accordance with the Caravel
Employee Acquisition Plan as part of the employee’s remuneration and having regard for their future contribution to the
Company.
Summary of the key loan terms:
•
•
•
•
•
Loan amount: $34,764
Interest rate: 0%
Term of loan: unlimited
Vesting conditions 100%: remains eligible employee for 30 days from issue date
Subject to the conditions of the Caravel Employee Share Acquisition Plan as approved by shareholders on 13
March 2013
The loans become non-recourse, except against the shares held in trust for the participant, when the vesting
conditions have been satisfied.
The fair value at grant date of $13,883 was calculated using the Black Scholes pricing model that took into account the
following inputs:
•
•
•
•
•
•
exercise price: $0.01737
market price of shares at grant date: $0.016
expected volatility of the Company’s shares: 128%
risk free interest rate: 2.64%
time to maturity: 2 years
expected dividend yield: nil
(iii) On 13 May 2014, 2,297,754 shares were issued to the employees at 1.513 cents per share, being a 1.0% discount
to VWAP, and corresponding loans totalling $34,765 were entered into in accordance with the Caravel Employee
Acquisition Plan as part of the employee’s remuneration and having regard for their future contribution to the
Company.
Summary of the key loan terms:
•
•
•
•
•
Loan amount: $34,765
Interest rate: 0%
Term of loan: unlimited
Vesting conditions 100%: remains eligible employee for 30 days from issue date
Subject to the conditions of the Caravel Employee Share Acquisition Plan as approved by shareholders on 13
March 2013
The loans become non-recourse, except against the shares held in trust for the participant, when the vesting
conditions have been satisfied.
ANNUAL REPORT 2014
43
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements (Continued)
For the Year Ended 30 June 2014
21. SHARE BASED PAYMENTS (CONTINUED)
The fair value at grant date of $13,858 was calculated using the Black Scholes pricing model that took into account the
following inputs:
•
•
•
•
•
•
exercise price: $0.01513
market price of shares at grant date: $0.014
expected volatility of the Company’s shares: 125%
risk free interest rate: 2.65%
time to maturity: 2 years
expected dividend yield: nil
The value of the instruments has been expensed to share based compensation on a proportionate basis for each
financial year from grant to vesting date. The proportion expensed to remuneration and accounted for in the share-
based payments reserve was $44,795 for the year ended 30 June 2014.
(b) Options
No unlisted options were granted under the Caravel Employee Option Scheme during the year ended 30 June 2014
(2013: 3,400,000). During the year ended 30 June 2014 1,080,000 options issued under the scheme were cancelled
(2013: 1,585,000) and 1,260,000 options expired (2013: Nil). The directors are not eligible to participate in this
scheme. No options were issued to directors during the year ended 30 June 2014.
In addition, during the year ended 30 June 2014, 900,000 listed options were issued to an advisor of the Company
(2013: 7,000,000 listed options). The options were issued for underwriting services provided to the Company. The
options granted to the advisor have been valued at $0.004 each being the market value at the time of issue.
Also during the year ended 30 June 2014, 750,000 unlisted options were issued to an advisor of the Company (2013:
Nil). The incentive options were issued for company secretarial services provided to the Company. The options
granted to the advisor have been valued at $6,600 using a black-scholes calculation.
Terms and conditions of each grant to directors, employees and consultant are described below. Modifications to
grants during 2013 are detailed at (vii) below and no modifications to grants occurred in 2014.
(i) Terms and conditions of share-based payments
Terms and conditions of options granted during the year ended 30 June 2014
Terms and conditions of Options granted to an Advisor
- Each Option shall be issued for no consideration.
- Each Option entitles the holder to subscribe for one Share upon exercise.
- The exercise prices of the Options are $0.021.
- The Options are exercisable at any time prior to the Expiry Date.
- The Options expire on 16 October 2016.
- Shares issued on exercise of the Options rank equally with the then shares of the Company.
- No application for quotation of the Options will be made by the Company.
- The Options are non-transferable.
-
If there is any reconstruction of the issued share capital of the Company, the rights of the Option holders may be
varied to comply with the ASX Listing Rules, which apply to the reconstruction at the time of the reconstruction.
Terms and conditions of options granted during the year ended 30 June 2013
Terms and conditions of Options granted to an Advisor
- Each Option shall be issued for no consideration.
- Each Option entitles the holder to subscribe for one Share upon exercise.
- The exercise prices of the Options are $0.07.
- The Options are exercisable at any time prior to the Expiry Date.
- The Options expire on 15 June 2015.
- Shares issued on exercise of the Options rank equally with the then shares of the Company.
- No application for quotation of the Options will be made by the Company.
- The Options are non-transferable.
-
If there is any reconstruction of the issued share capital of the Company, the rights of the Option holders may be
varied to comply with the ASX Listing Rules, which apply to the reconstruction at the time of the reconstruction.
-
ANNUAL REPORT 2014
44
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements (Continued)
For the Year Ended 30 June 2014
21. SHARE BASED PAYMENTS (CONTINUED)
Terms and conditions of Options granted to Employees
- Each Option shall be issued for no consideration.
- Each Option entitles the holder to subscribe for one Share upon exercise.
- The exercise prices of the Options are $0.0295.
- The Options are exercisable at any time prior to the Expiry Date.
- The Options expire on 9 May 2015.
- Shares issued on exercise of the Options rank equally with the then shares of the Company.
- No application for quotation of the Options will be made by the Company.
- The Options are non-transferable.
-
If there is any reconstruction of the issued share capital of the Company, the rights of the Option holders may be
varied to comply with the ASX Listing Rules, which apply to the reconstruction at the time of the reconstruction.
Terms and conditions of Options granted to Employees
- Each Option shall be issued for no consideration.
- Each Option entitles the holder to subscribe for one Share upon exercise.
- The exercise prices of the Options are $0.026.
- The Options are exercisable at any time prior to the Expiry Date.
- The Options expire on the earlier of 9 May 2014 or the date the employee ceases to be an employee of the
Company because of retirement, voluntary cessation or mutual agreement of the Company and holder.
- Shares issued on exercise of the Options rank equally with the then shares of the Company.
- No application for quotation of the Options will be made by the Company.
- The Options are non-transferable.
-
If there is any reconstruction of the issued share capital of the Company, the rights of the Option holders may be
varied to comply with the ASX Listing Rules, which apply to the reconstruction at the time of the reconstruction.
(ii) Summary of options granted
The following table illustrates the number (No.) and weighted
average exercise prices (WAEP) of, and movements in, share
options issued during the year:
Outstanding at the beginning of the year
Granted during the year
Exercised during the year
Cancelled during the year
Expired or lapsed during the year
Outstanding at the end of the year
Exercisable at the end of the year
Outstanding at the beginning of the year
Granted during the year
Exercised during the year
Cancelled during the year
Expired or lapsed during the year
Outstanding at the end of the year
Exercisable at the end of the year
2013
No.
23,985,000
30,400,000
-
(5,585,000)
(3,000,000)
45,800,000
42,400,000
2014
No.
45,800,000
1,650,000
-
(1,080,000)
(13,560,000)
32,810,000
31,650,000
2013
WAEP
$0.25
$0.09
-
$0.25
$0.46
$0.13
$0.14
2014
WAEP
$0.13
$0.03
-
$0.03
$0.21
$0.09
$0.09
(iii) Weighted average remaining contractual life
The weighted average remaining contractual life of the share options outstanding as at 30 June 2014 is 1.40 years
(2013: 1.76 years).
(iv) Range of exercise prices
The range of exercise prices for options outstanding at the end of the year was $0.021 - $0.30 (2013: $0.026 - $0.75).
(v) Weighted average fair value
The weighted average fair value of options granted during the year was $0.006 (2013: $0.007).
ANNUAL REPORT 2014
45
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements (Continued)
For the Year Ended 30 June 2014
21. SHARE BASED PAYMENTS (CONTINUED)
(vi) Option pricing model
Options granted as part of employee emoluments and advisor services have been independently valued using the
Black-Scholes Option Valuation model, which takes account of factors including the option exercise price, the current
level and volatility of the underlying share price, the risk-free interest rate, expected dividends on the underlying share,
current market price of the underlying share and the expected life of the option. See below for the assumptions used
for grants made during the period ended 30 June 2014:
Dividend yield (%)
Expected volatility (%)
Risk free interest rate (%)
Expected life of the option
(years)
Option exercise price ($)
Share price at grant date ($)
2014
0%
128%
3.00%
3 years
$0.021
$0.013
2013
0%
108%
2.42%
1-2 years
$0.026-$0.030
$0.015
The dividend yield reflects the assumption that the current dividend payout will remain unchanged. The expected life of
the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The
expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not
necessarily be the actual outcome.
(vii) Option modifications
There were no changes to the exercise price of existing options during the year ended 30 June 2014.
On 28 June 2013, as a result of Rights Issue of one (1) Share for every three (3) Shares held at an issue price of
$0.015, the exercise price of the following options were adjusted in accordance with the respective terms and
conditions attached to the options:
Option Type
Listed Options
Unlisted Options
Unlisted Options
Unlisted Options
Unlisted Options
Unlisted Options
Unlisted Options
Unlisted Options
(c) Shares
Exercise Price $
0.0700
0.7500
0.1750
0.4200
0.0260
0.2000
0.3000
0.0295
Expiry Date
15-Jun-2015
31-Aug-2013
06-Sep-2013
15-Dec-2013
9-May-2014
21-Nov-2014
21-Nov-2014
9-May-2015
New Exercise Price $
0.0692
0.7492
0.1742
0.4192
0.0252
0.1992
0.2992
0.0287
In March, May and June 2014 shares were issued to a drilling contractor for drilling services. A total of 16,319,574
ordinary shares were issued at market value calculated by a 10 day VWAP at the end of each invoice month for a total
consideration of $249,477.
(d) Recognised share based payment expense in profit or loss
The expense recognised for director, employee and consultant
services received during the year is shown in the table below:
Expense arising from employee share plan acquisitions (a)
Expense arising from employee options issued (b)
Expense arising from consultant options issued (b)
Shares issued for drilling services (c)
Total share based payments
(e) Recognised share based payment expense in share issue costs
The expense recognised for consultant services during the year
is as follows:
Share issue costs for consultant options issued (b)
2014
$
128,020
7,929
6,600
249,477
392,026
2013
$
37,378
16,835
-
-
54,213
3,600
7,000
ANNUAL REPORT 2014
46
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements (Continued)
For the Year Ended 30 June 2014
22. FINANCIAL INSTRUMENTS
Financial risk management
The Group’s principal financial instruments comprise cash and short-term deposits.
The main purpose of these financial instruments is to fund capital expenditure on the Group’s operations. The Group
has various other financial assets and liabilities such as trade receivables and trade payables, which arise directly from
its operations. It is, and has been throughout the period under review, the Group’s policy that no trading in financial
instruments shall be undertaken. Being at an exploration stage, the Group has limited exposure to risks arising from its
financial instruments.
Currently the Group does not have any exposure to commodity price risk or foreign currency risk as the Group has
ceased operations in Spain. As the Group moves into development and production phases, exposure to commodity
price risk, foreign currency risk and credit risk are expected to increase. The Board will set appropriate policies to
manage these risks dependent on market conditions and requirements at that time.
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of
measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset
and financial liability are disclosed in Note 2.
(a) Credit risk
Credit risk represents the loss that would be recognised if counterparties fail to perform as contracted. The Group’s
maximum exposure to credit risk at reporting date in relation to each class of financial asset is the carrying amount of
those assets as indicated in the statement of financial position. The majority of cash and cash equivalents is held with
one Australian Bank which has an AA- long-term credit rating from Standard and Poor’s.
Wherever possible, the Group trades only with recognised, credit worthy third parties. There are no significant
concentrations of credit risk within the Group. Since the Group trades only with recognised third parties, there is no
requirement for collateral.
(b) Liquidity risk
Liquidity risk is the risk that the Group does not have sufficient funds to pay its debts as and when they become due
and payable. The Group currently does not have major funding in place. However the Group continuously monitors
forecast and actual cash flows and the maturity profiles of financial assets and financial liabilities to manage its liquidity
risk.
The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank
loans if and when required.
Cash at bank and on hand, as set out in Note 9, is available for use by the Group without restrictions.
Financial liabilities (note 17) of the Group at 30 June 2014 and 30 June 2013 are expected to be settled within 6
months of year-end.
(c) Market risk
Price risk
The group is exposed to equity securities price risk. This arises from investments held by the group and classified as
available-for-sale. The group is not exposed to commodity price risk. The sensitivity of movements in the price has not
been disclosed as it is not material to the Group.
Foreign currency risk
The carrying amount of financial assets and financial liabilities recorded in the financial statements represents their
respective net fair values, determined in accordance with the accounting policies disclosed in Note 2.
Interest rate risk
The following tables summarise the sensitivity of the Group’s financial assets to interest rate risk. Had the relevant
variables, as illustrated in the tables, moved, with all other variables held constant, post tax loss and equity would have
been affected as shown. The analysis has been performed on the same basis for 2014 and 2013, and represents
management’s judgement of a reasonably possible movement.
ANNUAL REPORT 2014
47
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements (Continued)
For the Year Ended 30 June 2014
22. FINANCIAL INSTRUMENTS (CONTINUED)
30 June 2014
Financial assets
Cash and cash equivalents
Carrying
Amount
$
Interest Rate Risk
Interest Rate Risk
-1%
+1%
Net Loss
$
Equity
$
Net Gain
$
Equity
$
734,753
(7,348)
(7,348)
7,348
7,348
None of the Group’s financial liabilities are interest bearing.
30 June 2013
Financial assets
Cash and cash equivalents
Carrying
Amount
$
Interest Rate Risk
Interest Rate Risk
-1%
+1%
Net Loss
$
Equity
$
Net Gain
$
Equity
$
1,908,222
(19,082)
(19,082)
19,082
19,082
None of the Group’s financial liabilities are interest bearing.
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.
23. FAIR VALUE MEASUREMENT
Recurring fair value measurements
The following financial instruments are subject to recurring fair value measurements:
Available-for-sale financial assets:
- Listed equity securities – Level 1
30 June 2014
$
30 June 2013
$
36,470
23,966
Fair values of financial instruments not measured at fair value
Due to their short-term nature, the carrying amounts of current receivables and current trade and other payables is
assumed to approximate their fair value.
24. COMMITMENTS AND CONTINGENCIES
2014
$
2013
$
(a) Operating lease commitments
Non-cancellable operating leases contracted for but not capitalised in the
financial statements
Payable — minimum lease payments
- not later than 1 year
- later than 1 year but not later than 5 years
The property lease is a non-cancellable operating lease expiring on 31 May
2016, with rent payable monthly in advance. The lease allows for subletting of
all lease areas with the consent of the lessee.
(b) Exploration commitments
Estimated expenditures at reporting date, committed to but not provided for,
including commitments to maintain rights of tenure to exploration tenements,
being lease rentals and minimum expenditure obligations.
Payable:
- not later than 1 year
- later than 1 year but not later than 5 years
(c) Contingencies
The Group has no contingent liabilities at reporting date.
127,752
117,106
244,858
123,660
237,015
360,675
359,078
-
359,078
1,297,544
-
1,297,544
ANNUAL REPORT 2014
48
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements (Continued)
For the Year Ended 30 June 2014
25. REMUNERATION OF AUDITORS
The auditor of Caravel Minerals Limited is BDO Audit (WA)
Pty Ltd.
Amounts received or due and receivable by BDO Audit (WA)
Pty Ltd for:
An audit or review of the financial reports of the Group
2014
$
2013
$
33,000
33,000
42,153
42,153
26. PARENT ENTITY INFORMATION
The following information relates to the parent entity, Caravel Minerals Limited. The information presented has been
prepared using accounting policies that are consistent with those presented in Note 2.
Parent
2014
$
644,986
3,923,638
4,568,624
2013
$
1,844,306
4,187,469
6,031,775
308,896
568,675
-
-
308,896
568,675
35,691,743
33,537,775
(33,875,293)
(30,359,300)
(13,546)
10,239
2,446,585
4,259,728
(26,050)
10,239
2,300,436
5,463,100
(3,515,993)
(7,146,643)
-
12,504
(364,896)
(26,050)
(3,503,489)
(7,537,589)
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Contributed equity
Accumulated losses
Available-for-sale reserve
Converted option reserve
Share-based payment reserve
Total equity
Loss for the year from continuing operations
Loss for the year from discontinued operations
Other comprehensive income/loss for the year
Total comprehensive loss for the year
Guarantees in relation to subsidiaries
Caravel Minerals Limited has not issued any guarantees on behalf of subsidiaries.
Commitments
Parent has operating lease commitments as detailed in note 24(a).
Contingent liabilities
As at 30 June 2014 Caravel Minerals Limited has no contingent liabilities.
ANNUAL REPORT 2014
49
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements (Continued)
For the Year Ended 30 June 2014
27. EVENTS OCCURING AFTER THE REPORTING PERIOD
On 25 September 2014 the company signed a Convertible Loan Agreement with First Quantaum Minerals (Australia)
Pty Ltd (“FQM”) for the amount of $600,000 to provide further funding for the Calingiri exploration project. Terms of the
agreement include:
Interest: Bank prime rate plus 3% per annum payable quarterly.
•
• Maturity: 1 year from date of closing, or as extended by mutual agreement between the parties.
•
Repayment and conversion option: Caravel has the right to repay all or any part of the loan in cash prior to
maturity. FQM has the right to convert all or part of the loan into shares at or before maturity.
Conversion price: Greater of 5 day VWAP and $0.017.
Security: Mining mortgage over tenements E70/4476 ans E70/2788.
Settlement of the loan is subject to a number of conditions precedent and subsequent.
•
•
•
Other than the matters above, at the date of this report there are no other matters or circumstances which have arisen
since 30 June 2014 that have significantly affected or may significantly affect:
-
-
-
the operations, in financial years subsequent to 30 June 2014, of the Group;
the results of those operations, in financial years subsequent to 30 June 2014, of the Group; or
the state of affairs, in financial years subsequent to 30 June 2014, of the Group.
ANNUAL REPORT 2014
50
CARAVEL MINERALS LIMITED
Directors’ Declaration
DIRECTORS’ DECLARATION
In accordance with a resolution of the directors of Caravel Minerals Limited, I state that:
(1)
In the opinion of the directors:
(a)
the financial statements, notes and the additional disclosures included in the directors’ report
designated as audited, of the Company are in accordance with the Corporations Act 2001 including:
(i)
(ii)
giving a true and fair view of the Company’s financial position as at 30 June 2014 and of its
performance for the period ended on that date; and
complying with Accounting Standards, the Corporations Regulations 2001 and other
mandatory professional reporting requirements, and
(b)
there are reasonable grounds to believe that the Company will be able to pay its debts as and when
they become due and payable.
(2)
(3)
The Company has included in the notes to the financial statements an explicit and unreserved
statement of compliance with International Financial Reporting Standards.
This declaration has been made after receiving the declarations required to be made to the
directors in accordance with section 295A of the Corporations Act 2001 for the year ended 30 June
2014.
On behalf of the Board.
Marcel Hilmer
Executive Director & CEO
Perth,
26 September 2014
ANNUAL REPORT 2014
51
CARAVEL MINERALS LIMITED
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
38 Station Street
Subiaco, WA 6008
PO Box 700 West Perth WA 6872
Australia
INDEPENDENT AUDITOR’S REPORT
To the members of Caravel Minerals Limited
Report on the Financial Report
We have audited the accompanying financial report of Caravel Minerals Limited, which comprises the
consolidated statement of financial position as at 30 June 2014, the consolidated statement of profit or
loss and other comprehensive income, the consolidated statement of changes in equity and the
consolidated statement of cash flows for the year then ended, notes comprising a summary of
significant accounting policies and other explanatory information, and the directors’ declaration of the
consolidated entity comprising the company and the entities it controlled at the year’s end or from
time to time during the financial year.
Directors’ Responsibility for the Financial Report
The directors of the company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error. In Note 2, 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 judgement, including the
assessment of the risks of material misstatement of the financial report, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control relevant to the company’s
preparation of the financial report that gives a true and fair view 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 company’s internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of accounting estimates made by the directors, as
well as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations
Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which
has been given to the directors of Caravel Minerals Limited, would be in the same terms if given to the
directors as at the time of this auditor’s report.
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN
77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK
company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under
Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.
Opinion
In our opinion:
(a)
the financial report of Caravel Minerals Limited is in accordance with the Corporations Act 2001,
including:
(i)
giving a true and fair view of the consolidated entity’s financial position as at 30 June 2014
and of its performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
(b)
the financial report also complies with International Financial Reporting Standards as disclosed in
Note 2.
Emphasis of matter
Without modifying our opinion, we draw attention to Note 2(x) in the financial report, which indicates
that the ability of the consolidated entity to continue as a going concern is dependent upon additional
funding through the issue of shares. This condition, along with other matters as set out in Note 2(x),
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 at amounts stated in the
financial statements.
Report on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June
2014. The directors of the company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
Opinion
In our opinion, the Remuneration Report of Caravel Minerals Limited for the year ended 30 June 2014
complies with section 300A of the Corporations Act 2001.
BDO Audit (WA) Pty Ltd
Chris Burton
Director
Perth, 26 September 2014
ASX Additional Information
ASX ADDITIONAL INFORMATION
The shareholder information set out below was applicable as at 30 September 2014:
1. TWENTY LARGEST SHAREHOLDERS
The names of the twenty largest holders of each class of listed securities are listed below:
ORDINARY SHARES
Name
KINGSGATE CAPITAL Pty Ltd
FIRST QUANTUM MINERALS (AUSTRALIA) Pty Ltd
CARAVEL EMPLOYEE SHARE PLAN Pty Ltd
EYEON INVESTMENT Pty Ltd
NEWSTEAD SOUTH HOLDINGS Pty Ltd
WARATAH INVESTMENTS Ltd
IONA RESOURCES Ltd
WARATAH AUSTRALIA Pty Ltd
GOLDFIRE ENTERPRISES Pty Ltd
M & C HILMER SUPER FUND
TAYLOR Nicholas Charles
TAYLOR Nicholas Charles
MBM INVESTMENT Pty Ltd
BROWN William Richard
KUBALE Graham
EL PRADO HOLDINGS Pty Ltd
ARCHER David
MERZEAL Pty Ltd
HSBC CUSTODY NOMINEES (AUSTRALIA) Ltd CW Acct
POUSTIE Anthony & R M
Total Top 20
Others
No of Ordinary
Shares Held
Percentage of
Issued Shares
135,000,000
83,333,333
26,958,968
24,458,461
23,333,333
22,266,057
13,333,333
12,500,000
10,050,000
10,000,000
9,625,000
9,442,622
9,109,426
8,805,460
7,333,333
7,208,332
6,428,571
6,350,000
5,073,828
4,966,666
20.31%
12.54%
4.06%
3.68%
3.51%
3.35%
2.01%
1.88%
1.51%
1.50%
1.45%
1.42%
1.37%
1.32%
1.10%
1.08%
0.97%
0.96%
0.76%
0.75%
435,576,723
229,078,349
65.53%
34.47%
Total Ordinary Shares on Issue
664,655,072
100.00%
ANNUAL REPORT 2014
54
CARAVEL MINERALS LIMITED
ASX Additional Information (continued)
LISTED OPTIONS – CVVO $0.07 EXPIRING 15 JUNE 2015
Name
WARATAH INVESTMENTS Ltd
ARCHER David
TAYLOR Nicholas Charles
MOTTE & BAILEY Pty Ltd
TAYLOR Nicholas Charles
WATT Marilyn
BRW HOLDINGS Pty Ltd
HANDLEY-GARBEN Tim & P
MZIMA SPRINGS Pty Ltd
MEMORIAL Joseph Boampong
ABN AMRO CLEARING SYDNEY
ZANGARI Vince
SEVEN BOB INVESTMENT Pty Ltd
VECTOR NOMINEES Pty Ltd
TROIKA INVESTMENT Pty Ltd
DE SOUZA R A & K L
OCEANRIDGE Ltd
BUSA HOLDINGS Ltd
GECKO RESOURCES Pty Ltd
ADAMSON J R & NGATAUA F J
Total Top 20
Others
Total Listed Options CVVO on Issue
LISTED OPTIONS – CVVOA $0.035 EXPIRING 31 MAY 2016
Name
NEWSTEAD SOUTH HOLDINGS Pty Ltd
IONA RESOURCES Ltd
M & C HILMER SUPER FUND
LOCANTRO SPECULATIVE INV
SMAC NOMINEES Pty Ltd
MBM INVESTMENT Pty Ltd
KUBALE Graham
WINDELL HOLDINGS Pty Ltd
EL PRADO HOLDINGS Pty Ltd
POUSTIE Anthony & R M
ROWLEY FAMILY SUPER FUND
VITOR Pty Ltd
HILMER Celeste Leonie
MARTIN TANNER Pty Ltd
WINDELL HOLDINGS Pty Ltd
ANCONA NOMINEES Pty Ltd
MARA SUPER Pty Ltd
BROWN William Richard
BARADAKIS Nicholas
Total Top 20
Others
Total Listed Options CVVOA on Issue
No of Listed Options
Held
Percentage of Listed
Options Issued
11,133,029
18.59%
5,714,285
4,812,500
4,000,000
2,952,062
2,750,000
2,500,000
1,500,000
1,500,000
1,500,000
1,425,000
1,375,500
1,331,030
1,100,000
1,010,000
1,000,000
1,000,000
1,000,000
900,000
833,500
49,336,906
10,554,363
59,891,269
9.54%
8.04%
6.68%
4.93%
4.59%
4.17%
2.50%
2.50%
2.50%
2.38%
2.30%
2.22%
1.84%
1.69%
1.67%
1.67%
1.67%
1.50%
1.39%
82.37%
17.63%
100.00%
No of Listed Options
Held
Percentage of Listed
Options Issued
23,333,333
13,333,333
10,000,000
10,000,000
9,000,000
8,333,333
7,333,333
5,000,000
3,713,332
3,416,666
3,333,333
3,333,333
3,333,333
2,750,000
2,500,000
2,000,000
2,000,000
2,000,000
1,825,000
118,538,329
48,057,259
166,595,588
14.01%
8.00%
6.00%
6.00%
5.40%
5.00%
4.40%
3.00%
2.23%
2.05%
2.00%
2.00%
2.00%
1.65%
1.50%
1.20%
1.20%
1.20%
1.10%
71.14%
28.86%
100.00%
ANNUAL REPORT 2014
55
CARAVEL MINERALS LIMITED
ASX Additional Information (continued)
2. DISTRIBUTION OF EQUITY SECURITIES
(a) Analysis of security by size holding as at 30 September 2014:
Ordinary Shares
Listed Options CVVO
Listed Options CVVOA
Number of
Security
Holders
Number of Securities
Held
Number of
Security
Holders
Number of
Securities Held
Number of
Security
Holders
Number of
Securities
Held
46
63
122
396
365
992
7,013
202,511
1,135,859
20,250,046
643,059,643
7
17
8
28
50
4,956
50,286
57,663
7
8
4
3,539
27,172
34,166
1,157,869
23
932,885
58,620,495
89
165,597,826
664,655,072
110
59,891,269
131
166,595,588
1 – 1,000
1,001 –
5,000
5,001 –
10,000
10,001 –
100,000
100,001 –
and over
(b) Number of holders of unmarketable parcels – Ordinary shares
Unmarketable Parcels – 342
3. SUBSTANTIAL SHAREHOLDERS
The names of the substantial shareholders listed in the company’s register at 30 September 2014 are:
Name
KINGSGATE CAPITAL Pty Ltd
FIRST QUANTUM MINERALS (AUSTRALIA) Pty Ltd
WARATAH INVESTMENTS Ltd
Number of Shares Held
135,000,000
83,333,333
44,320,452
4. UNQUOTED SECURITIES
As at 30 September 2014, the following unquoted securities are on issue:
Unquoted Securities
Number on Issue Number of Holders
Name of Holders
$0.1992 Options expiring 21/11/2014
$0.2992 Options expiring 21/11/2014
$0.1000 Options expiring 28/02/2015
$0.0287 Options expiring 09/05/2015
$0.1000 Options expiring 26/03/2016
$0.0210 Options expiring 16/10/2016
$0.0350 Options expiring 31/12/2016
500,000
500,000
2,000,000
1,160,000
20,000,000
750,000
83,333,333
Total unquoted securities
108,243,333
5. RESTRICTED SECURITIES
1
1
1
5
1
1
1
WENDT Gavin
WENDT Gavin
ARCHER David
Employees under plan
KINGSGATE CAPITAL Pty Ltd
ROBWARD Pty Ltd
FIRST QUANTUM MINERALS
(AUSTRALIA) Pty Ltd
As at 30 September 2014, there are 2,000,000 performance shares which are subject to milestone hurdles.
ANNUAL REPORT 2014
56
CARAVEL MINERALS LIMITED
ASX Additional Information (continued)
6. VOTING RIGHTS
The voting rights of the ordinary shares are as follows:
Subject to any rights or restrictions for the time being attached to any shares or class of shares of the Company, each
member of the Company is entitled to receive notice of, attend and vote at a general meeting. Resolutions of members
will be decided by a show of hands unless a poll is demanded. On a show of hands each eligible voter present has one
vote. However, where a person present at a general meeting represents personally or by proxy, attorney or
representation more than one member, on a show of hands the person is entitled to one vote only despite the number
of members the person represents.
On a poll each eligible member has one vote for each fully paid share held.
There are no voting rights attached to any of the options that the Company currently has on issue. Upon exercise of
these options, the shares issued will have the same voting rights as existing ordinary shares.
7. ON-MARKET BUY BACK
There is currently no on-market buy back program for any of Caravel Minerals Limited’s listed securities.
8. TENEMENTS
The following tenements were held at 30 June 2014:
Prospect Name and Location
Tenements
Bryah (WA)
Bullock Pool (WA)
Calingiri (WA)
Wynberg (QLD)
E51/1290
E51/1369
E70/4492
E70/2343, E70/2796
E70/2788, E70/2789, E70/3430, E70/3431, E70/3547, E70/3674,
E70/3680, E70/3755, E70/3881, E70/4327, E70/4328, E70/4329,
E70/4476, E70/4512, E70/4517, E70/4546, P70/1576, P70/1593
EPM12409, EPM25262
EPM15627 (option to earn up to 80%)
Ownership
Interest
92.5%
100%
100%
80%
100%
100%
0%
ANNUAL REPORT 2014
57
CARAVEL MINERALS LIMITED