CARAVEL MINERALS LIMITED
ACN 120 069 089
ANNUAL REPORT
30 June 2017
Corporate Directory
DIRECTORS
Mr Marcel Hilmer – Executive Director and Chief Executive Officer (“CEO”)
Mr James Harris – Non-Executive Director
Mr Peter Alexander – Non-Executive Director
COMPANY SECRETARY
Mr Dale Hanna
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
Level 40, Central Park
152-158 St George’s Terrace
Perth 6000
Western Australia
ASX CODE
CVV - Fully paid ordinary shares
SOLICITORS
Johnson Winter & Slattery
Lawyers
Level 4, Westralia Plaza
167 St Georges Terrace
Perth 6000
Western Australia
AUDITOR
BDO Audit (WA) Pty Ltd
38 Station Street
Subiaco 6008
Western Australia
ANNUAL REPORT 2017
CARAVEL MINERALS LIMITED
Table of Contents
Chief Executive Officer’s Report
Directors' Report ........................................................................................................................... 1
Remuneration Report .................................................................................................................... 5
Auditor’s Independence Declaration ............................................................................................ 10
Consolidated Statement of Profit or Loss and Other Comprehensive Income ............................. 11
Consolidated Statement of Financial Position ............................................................................. 12
Consolidated Statement of Changes in Equity ............................................................................ 13
Consolidated Statement of Cash Flows ....................................................................................... 14
Notes to the Consolidated Financial Statements ......................................................................... 15
Directors’ Declaration .................................................................................................................. 41
Independent Auditor’s Report ...................................................................................................... 42
Corporate Governance Statement ............................................................................................... 46
ASX Additional Information ......................................................................................................... 53
ANNUAL REPORT 2017
CARAVEL MINERALS LIMITED
Chief Executive Officer’s Report
DEAR FELLOW SHAREHOLDER,
The past year has seen a continuation of the recovery in the mining sector as investors re-enter the market and a limited
number of exploration and development projects have been advanced. This has been driven by the improving commodity
price environment and, in particular, the strengthening of the copper price. Year on year the price for copper has increased
from under US$2.20/lb to US$2.90/lb (26 September 2017). However, there remains significant economic uncertainty,
serious international political concerns and consequently, the price increases have not necessarily translated to increased
market capitalisations. However, confidence and funding availability has reappeared and the Company’s projects have
attracted investors at both the corporate and project level.
The Company has, for a fifth consecutive year, incurred zero LTI’s and the moving average Lost Time Injury Frequency
Rate (LTIFR) was also zero. The Company’s safety record remains unblemished and can be attributed to the diligence
and training of all staff and contractors together with initiatives and continuous improvements that have been undertaken.
As background, our 100%-owned flagship project, the Calingiri Copper-Molybdenum Project (“Calingiri”) is located 120km
NE of Perth, near the town of Calingiri and is potentially one of the largest bulk tonnage deposits for copper and
molybdenum in Australia. The project hosts a regional trend of copper-molybdenum-silver-gold mineralisation which
extends for 30km. Metallurgical test work at Calingiri supports our strategy to develop a large bulk-tonnage copper project.
In April 2016, we were pleased to release the maiden JORC Resource for Calingiri and subsequently announced a JORC
Scoping Study on 28 June 2016 for the project. These two significant milestones highlighted by the CSA Global study
findings confirmed Calingiri to be a technically and financially robust project with the potential to be a future low-cost, mid-
tier copper producer with a Life of Mine operating cash surplus of A$1.5B (after tax) from revenue of A$7.1B. Further, the
study estimated LOM Operating Cash Cost (C1) of A$1.50/lb including for the first five years of A$1.40/lb and a relatively
low pre-production Capital Cost of A$440M with a 3-year payback period.
Further significant announcements were made in 2017 including the reporting on shallow drilling results on 4 April 2017
and the resultant upgrade to existing and new copper and molybdenum zones. A substantial number of highly anomalous
intersections were reported which is unusual for this type of shallow drilling and represented a positive leader to potentially
higher grade areas within the project which is part of Caravel’s strategy to increase the size and grade of the existing
JORC Resources at Calingiri.
During the June quarter, we advanced the potential to significantly improve project economics by reviewing bulk ore
sorting technology. An announcement was made on 7 July 2017 confirming the appointment of Mitchell River Group
(MRG) to complete detailed ore sorting testwork. It is important to mention that a desktop study completed by MRG
indicated that sorting of Calingiri ore can significantly reduce project Opex and Capex. If testwork confirms the desktop
study, the Calingiri ore grade is expected to be materially beneficiated with significant flow though improvements to the
project economics. Positive progress was reported on 31st August 2017 and “proof of concept” results are expected
before calendar year-end.
In June, we announced that an agreement had been reached with First Quantum Minerals Limited for them to withdraw
from the Farm-In Agreement over the Calingiri Project (see original ASX release 1 June 2015). As a result, Caravel will
continue with 100% of Calingiri.
We continued to monitor and closely control our corporate overhead costs to meet the significant challenges mentioned
above. In 2015 and 2016 combined we achieved a 28% reduction in overheads (Administration Services and Employee
Expenses), and in 2017 a further 22% was achieved. The Company was pleased to announce the appointment of Dale
Hanna as our CFO and Company Secretary in May 2017. There were no changes to the Board of directors. As mentioned
last year, as the sole Executive Director and CEO, it has been deeply satisfying to work with the board and our team to
achieve the excellent progress in the past year.
Noting the above achievements and regardless of market uncertainties, it is somewhat 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.
Kind regards, good luck and thank you for taking the time to consider this message.
Yours faithfully,
Marcel Hilmer
Executive Director and CEO
28 September 2017
ANNUAL REPORT 2017
CARAVEL MINERALS LIMITED
Directors’ Report
30 June 2017
IRECTORS 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 2017.
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 Peter Alexander
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 or has held in the past three years any directorships of other listed companies.
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 or has held in the past three years
any directorships of other listed companies.
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 and Non-Executive
Director 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 or has held in the
past three years any directorships of other listed companies.
DIRECTORS INTERESTS IN THE SHARES AND OPTIONS OF THE COMPANY
Marcel Hilmer
James Harris
Peter Alexander
Interest in Securities at the date of this Report
Shares
2,473,594
575,734
481,432
Unlisted Options
1,265,492
35,211
17,605
DALE HANNA CA AGIA
Company Secretary (appointed 12 May 2017)
Dale has 15 years’ experience in corporate advisory and public company management since commencing his career and
qualifying as a chartered accountant with Ernst & Young. Dale has been involved in the financial management of mineral
and resource focused public companies in executive teams focusing on advancing and developing mineral resource
assets and business development. Dale is also a member of the Governance Institute of Australia.
ANNUAL REPORT 2017
1
CARAVEL MINERALS LIMITED
Directors’ Report
30 June 2017
PRINCIPAL ACTIVITIES
The principal activities of the group during the financial year were the exploration of mineral tenements in Western
Australia (“WA”).
DIVIDENDS
No dividends have been declared, provided for or paid in respect of the year ended 30 June 2017.
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 copper, molybdenum, gold and base metals exploration and resource development company with
projects located in WA. Caravel has a technically strong and well-established exploration and mine development team.
During the 2017 year the Company focused on the Calingiri Copper Molybdenum Project in WA whilst continuing to
rationalise its exploration portfolio from sale or surrender of a number of tenements that were not considered central to
the long-term strategy.
As noted, the Company’s focus is on its 100%-owned Calingiri Project located 120km NE of Perth, near the town of
Calingiri. Calingiri exploration activities progressed the potential of the project. During the year the Company released a
number of additional news releases on the progress at Calingiri which are available from the Company website or from
the ASX. A brief quarterly summary of those announcements related to the Calingiri Project and corporate are as follows:
Quarter
Announcement
Q1 2016:
A placement was announced to raise $1.25m.
A Bryah project EM survey was commenced.
The market was advised that Independent Investment Research had published a research note on
the Company
Q2 2016:
AGM results were announced
The share placement was successfully completed raising gross proceeds of $1.25m.
Multi-phase Calingiri exploration programs resumed. These included air core drilling and
geophysical testing of a potential VMS target.
The results of the Bryah EM survey were announced which were not considered sufficiently positive
to warrant follow-up drilling.
Q3 2017:
The new exploration programs at Calingiri originally announced in Q2 2016 continued resulting in
the announcement of a new VMS style target and four additional copper / molybdenum zones.
Q4 2017:
The appointment of Dale Hanna as the company CFO and Company Secretary.
Agreement reached with First Quantum Minerals Limited for them to withdraw from the Farm-In
Agreement over Calingiri and as a result, Caravel will continue with 100% ownership.
Drilling confirmed Calingiri-style copper / molybdenum mineralisation at Dasher East and Bindi SW.
The company’s future activities will focus on further developing the Calingiri Project with the ore sorting testwork program
in progress, an updated Scoping Study or Pre-Feasibility Study and additional drilling to further expand the resources.
During the year the company received $44,219 from the WA Government under the Exploration Incentive Scheme.
ANNUAL REPORT 2017
2
CARAVEL MINERALS LIMITED
Directors’ Report
30 June 2017
CORPORATE AND FINANCIAL POSITION
The group’s net loss from operations for the year was $1,651,251 (2016: $892,405).
At 30 June 2017, the group had a cash balance of $287,689 (2016: $594,075).
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 $3,466,524 (2016: $3,773,945). 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.
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.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
During the year the Company raised additional capital of $1.25m. In addition, there were 1,074,579 shares issued as
share based payments of $81,140 issued to technical consultants and drilling contractors for services received.
On 7 June 2017, the Company announced that that an agreement had been reached with First Quantum Minerals Limited
for them to withdraw from the Farm-In Agreement over the Calingiri Project (see original ASX release 1 June 2015). As
a result, Caravel will continue with 100% of Calingiri.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
On 7 July 2017, the Company announced that it had received commitments from investors to raise $0.8m through the
issue of 16.0m shares at an issue price of $0.05 (“Placement”). Subsequent to shareholder approval, investors
participating in the Placement were issued 1 free attaching unlisted option exercisable at $0.075 for each 2 shares issued,
expiring in August 2019. The Company announced on 13 July 2017 that it had issued 13.554m shares under Tranche 1
of the Placement announced for gross proceeds of $0.8m. On 1 September 2017, the Company announced the
successful placement completion. A total of 16.8m shares and 8.4m attaching options were issued for gross proceeds of
$840,000 across both Tranches including $162,000 in Tranche 2.
On 7July 2017, the Company announced that the Mitchell River Group had been appointed to commence a detailed study
utilizing cutting-edge ore sorting technology to remove barren material from ore prior to milling and processing that may
significantly increase ore grade. An update was provided to the market on 31 August 2017.
Except for the matters detailed above, at the date of this report there are no other matters or circumstances, which have
arisen since 30 June 2017 that have significantly affected or may significantly affect:
(i)
(ii)
(iii)
the operations in financial years subsequent to 30 June 2017 of the group;
the results of those operations in financial years subsequent to 30 June 2017 of the group; or
the state of affairs in financial years subsequent to 30 June 2017 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.
ANNUAL REPORT 2017
3
CARAVEL MINERALS LIMITED
Directors’ Report
30 June 2017
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 year ended 30 June 2017,
and the number of meetings attended by each director.
Marcel Hilmer
James Harris
Peter Alexander
INSURANCE OF OFFICERS AND AUDITORS
Board Meetings
Number Eligible
to attend
Board Meetings
Number
attended
3
3
3
3
3
3
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 $7,554 (2016: $7,647) exclusive of GST.
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
17 November 2016
29 March 2017
17 May 2017
20 August 2017
30 August 2017
Total
Expiry Date
15 December 2018
28 March 2020
12 May 2020
31 August 2019
23 August 2020
Exercise Price
$0.120
$0.068
$0.100
$0.075
$0.060
Number under option
9,702,809
1,400,000
400,000
8,400,000
1,100,000
21,002,809
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
There were no non-audit services provided during the year by the auditor, BDO Audit (WA) Pty Ltd.
AUDITOR’S INDEPENDENCE DECLARATION
The auditor’s independence declaration is on page 11 of the Annual Report.
ANNUAL REPORT 2017
4
CARAVEL MINERALS LIMITED
Directors’ Report
30 June 2017
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 Peter Alexander
Executive Director and CEO
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.
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 been incorporated since June 2006 and remains 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 year ended 30 June 2017 no shares (2016: 363,636 post-consolidation) were issued to Non-Executive
Directors under the Caravel Employee Share Acquisition Plan.
During the financial years ended 30 June 2017 and 2016 no options were granted to Non-Executive Directors.
All remuneration paid to Non-Executive Directors is valued at cost to the Company and expensed.
ANNUAL REPORT 2017
5
CARAVEL MINERALS LIMITED
Directors’ Report
30 June 2017
The remuneration of Non-Executive Directors for the years ended 30 June 2017 and 30 June 2016 is detailed below,
within this section.
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.
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 2017 and 30 June 2016 is detailed below, within this section.
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, shares or cash bonus. No cash bonuses were granted or
paid during the year ended 30 June 2017 or in the prior year.
During the year, Mr Marcel Hilmer was granted 1,100,000 options, subject to shareholder approval, with a strike price of
$0.06 per option, expiring on 23 August 2020. These options were issued to Mr Hilmer on 24 August 2017 being the date
shareholders approved the issue in general meeting.
During the year ended 30 June 2017, no shares (2016: 727,273 post-consolidation) were issued to the Executive Director
under the Caravel Employee Share Acquisition Plan.
Executives receive a superannuation guarantee contribution required by the government, which is currently 9.5% (9.5%
for the year ended 30 June 2016) and do not receive any other retirement benefit. Some individuals, however, may
choose to sacrifice part of their salary to increase payments towards superannuation.
ANNUAL REPORT 2017
6
CARAVEL MINERALS LIMITED
Directors’ Report
30 June 2017
EMPLOYMENT CONTRACTS
Executive Director and CEO (current)
The employment conditions of the Executive Director, Mr Marcel Hilmer, are formalised in a contract of employment which
commenced on 20 November 2012 with an initial contract for a two year fixed term, which has now been extended with
an end date of 1 August 2019. The total current remuneration package as at 30 June 2017 was $176,295 per annum
inclusive of a 9.5% superannuation contribution.
Notice of at least six months is required for either party to terminate the contract.
KEY MANAGEMENT PERSONNEL REMUNERATION
REMUNERATION FOR THE YEAR ENDED 30 JUNE 2017
Short Term
Salary, Fees
&
Commission
s
Long Term
Benefits
LSL
Post-
employment
Superannuation
Share Based
Payments
Total
Shares
Options
$
$
$
143,000
8,046
33,295
16,000
16,000
175,000
-
-
8,046
1,520
1,520
36,335
$
-
-
-
-
$
$
38,610
222,951
-
-
17,520
17,520
38,610
257,991
Executive Director
Marcel Hilmer
Non-Executive Directors
James Harris
Peter Alexander
Total
No remuneration was linked to performance during the year.
REMUNERATION FOR THE YEAR ENDED 30 JUNE 2016
Short Term
Salary, Fees
&
Commission
s
Long Term
Benefits
LSL
Post-
employment
Superannuation
Share Based
Payments
Total
Shares
Options
$
$
$
$
143,000
12,480
32,478
35,989
16,000
16,000
-
-
1,520
1,520
8,997
8,997
175,000
12,480
35,518
53,983
$
-
-
-
-
$
(1) 223,947
26,517
26,517
276,981
Executive Director
Marcel Hilmer
Non-Executive Directors
James Harris
Peter Alexander
Total
(1) Total remuneration varies to the contract amount due to movements in the annual leave provision
No remuneration was linked to performance during the year.
ANNUAL REPORT 2017
7
CARAVEL MINERALS LIMITED
Directors’ Report
30 June 2017
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.
No shares were issued to KMP’s under the scheme during the year ended 30 June 2017 (June 2016: 1,090,909 post-
consolidation). The following shares are held by KMP under the terms of the plan.
Date shares
granted
Number of
Shares
Granted(1)
Issue
Price(1)
Value of
shares
granted
Shares vested at
30 June 2017(2)
Vested
%
Value of
shares to
be vested
Vesting
date
unvested
shares
Marcel Hilmer
12-Nov-2015
727,273
$0.107
$78,000
2016: 727,273
15-Mar-2013
340,910
$0.607
$72,000
2014: 170,455
2013: 170,455
James Harris
12-Nov-2015
181,818
$0.107
$19,500
2016: 181,818
6-Nov-2013
136,364
$0.294
$13,875
2015: 68,182
2014: 68,182
Peter
Alexander
12-Nov-2015
181,818
$0.107
$19,500
2016: 181,818
6-Nov-2013
136,364
$0.294
$13,875
2015: 68,182
2014: 68,182
100%
100%
100%
100%
100%
100%
100%
100%
100%
-
-
-
-
-
-
-
-
-
(1)
(2)
Shares were issued pre-consolidation and quantity and price have been converted using the consolidation formula of 22 to 1
Shares post-consolidation
-
-
-
-
-
-
-
-
-
For details on the valuation of the shares, including models and assumptions used, please refer to Note 19 in the
Consolidated Financial Statements.
OPTIONS GRANTED
During the year, Mr Marcel Hilmer was granted 1,100,000 options, subject to shareholder approval, with a strike price of
$0.06 per option, expiring on 23 August 2020. These options were issued to Mr Hilmer on 24 August 2017 being the date
shareholders approved the issue in general meeting.
Date of grant
Number of options
Dividend yield (%)
Expected volatility (%)
Risk free interest rate (%)
Expected life of the option (years)
Option exercise price ($)
Fair value per options ($)
Share price at grant date ($)
29/03/2017
1,100,000
0%
92.06%
1.62%
3.00
$0.07
$0.0351
$0.06
No other options were granted or issued to Directors or other KMP for the years ending 30 June 2017.
No compensation options were exercised during the year.
ANNUAL REPORT 2017
8
CARAVEL MINERALS LIMITED
Directors’ Report
30 June 2017
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:
Marcel Hilmer
James Harris
Peter Alexander
Balance at
beginning of year
Granted as
remuneration
Net change
other(1)
2,109,109
505,312
446,221
3,060,642
-
-
-
-
364,485
70,422
35,211
470,118
Balance
30 June 17
2,473,594
575,734
481,432
3,530,760
(1) Shares purchased by KMP
Option holding
The number of options over ordinary shares in the company held during the financial year by KMP of the consolidated
entity, including related parties, is set out below:
Balance at
beginning
of year
(1)Net change
other
(2)Options
expired
Balance at
end of year
Vested at 30 June 2017
Exercis-
able
Not exerc-
isable
Total
Directors
Marcel Hilmer(3)
James Harris
Peter Alexander
217,284
165,492
(217,284)
165,492
165,492
165,492
51,200
51,200
35,211
17,605
(51,200)
(51,200)
35,211
17,605
35,211
17,605
35,211
17,605
319,684
218,308
(319,684)
218,308
218,308
218,308
-
-
-
-
(1) Options attached to shares purchased by KMP
(2) Listed options expired
(3) During the year, Mr Marcel Hilmer was granted 1,100,000 options, subject to shareholder approval, with a strike price of $0.06 per option,
expiring on 23 August 2020. These options were issued to Mr Hilmer on 24 August 2017 being the date shareholders approved the issue in
general meeting.
Other transactions with KMP
During the year ending 30 June 2017 $50,400 was received from a public company, of which Mr Marcel Hilmer is a
director, for provision of serviced offices (2016: $52,000) and was credited to the profit or loss.
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 2016 ANNUAL GENERAL MEETING
At the 2016 Annual General Meeting held on 27 October 2016 the company’s shareholders did not record a vote of more
than 25% against the Remuneration Report and no questions were raised at the meeting in relation to the Remuneration
Report.
LOANS TO KEY MANAGEMENT PERSONNEL
No loans to key management personnel were provided during the period or up to the date of signing this report.
END OF AUDITED REMUNERATION REPORT
Signed in accordance with a resolution of the directors.
Marcel Hilmer
Executive Director & CEO
Perth
28 September 2017
ANNUAL REPORT 2017
9
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 JARRAD PRUE TO THE DIRECTORS OF CARAVEL MINERALS
LIMITED
As lead auditor of Caravel Minerals Limited for the year ended 30 June 2017, 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.
Jarrad Prue
Director
BDO Audit (WA) Pty Ltd
Perth, 28 September 2017
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
10
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the Year Ended 30 June 2017
Consolidated Statement of profit OR loss and other comprehensive income
Note
5(a)
5(b)
12
5(c)
13
8
Revenue from continuing operations
Other income
Administration services
Depreciation expense
Employee expenses
Exploration expenses
Impairment of exploration expenditure
Finance expenses
Loss from continuing operations before income tax expense
Income tax expense
Loss from continuing operations
Loss for the year
Other comprehensive income
Other comprehensive (loss) income for the year net of taxes
Comprehensive loss attributable to the shareholders of the
Company
Comprehensive (loss) income 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
6
6
2017
$
2016
$
98,597
237,477
44,219
343,253
(347,129)
(464,767)
(17,338)
(24,620)
(665,016)
(828,063)
(664,584)
(249,028)
(100,000)
100,000
-
(6,657)
(1,651,251)
(892,405)
-
-
(1,651,251)
(892,405)
(1,651,251)
(892,405)
-
-
(1,651,251)
(892,405)
(1,651,251)
(892,405)
-
-
(1,651,251)
(892,405)
(2.60)
(2.60)
(1.91)
(1.91)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the
accompanying notes.
ANNUAL REPORT 2017
11
CARAVEL MINERALS LIMITED
Consolidated Statement of Financial Position
As at 30 June 2017
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Current Assets
Cash and cash equivalents
Trade and other receivables
Other current assets
Total Current Assets
Non-Current Assets
Property, 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
2017
$
2016
$
9
10
11
12
13
14
15
287,689
594,075
18,223
57,462
59,496
60,200
363,374
713,771
101,915
131,844
3,107,811
3,207,811
3,209,726
3,339,655
3,573,100
4,053,426
65,283
41,293
106,576
106,576
197,297
82,184
279,481
279,481
3,466,524
3,773,945
16(a)
39,880,018
38,661,548
(39,156,828)
(37,505,577)
2,743,334
2,617,974
3,466,524
3,773,945
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes
ANNUAL REPORT 2017
12
CARAVEL MINERALS LIMITED
Consolidated Statement of Changes in Equity
For the Year Ended 30 June 2017
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
16(a)
2017
$
2016
$
38,661,548
1,218,470
39,880,018
39,880,018
36,672,676
1,988,872
38,661,548
38,661,548
Accumulated loss
Balance as at beginning of year
Loss for the year attributable to shareholders of the Company
Total accumulated loss
(37,505,577)
(1,651,251)
(39,156,828)
(36,613,172)
(892,405)
(37,505,577)
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
Total reserves
2,607,735
2,453,639
18
125,360
154,096
2,733,095
2,607,735
10,239
-
10,239
10,239
-
10,239
2,743,334
2,617,974
Total comprehensive loss for the year
(1,651,251)
(892,405)
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes
ANNUAL REPORT 2017
13
CARAVEL MINERALS LIMITED
Consolidated Statement of Cash Flows
For the Year Ended 30 June 2017
CONSOLIDATED STATEMENT OF CASH FLOWS
Cash flows from operating activities
Interest received
Interest paid
Government grants
Receipt of farm-in funds
Payments to suppliers and employees
Payments for exploration and evaluation expenditure
Note
2017
$
5,733
-
2016
$
7,634
(2,582)
44,219
198,185
-
1,364,896
(1,044,248)
(1,187,573)
(583,444)
(1,403,155)
Net cash used in operating activities
9(b)
(1,577,740)
(1,022,595)
Cash flows from investing activities
Proceeds from sale of tenements
Proceeds from receipt of security deposits
Proceeds / (Payments) for property, plant and equipment
Net cash provided by investing activities
Cash flows from financing activities
Proceeds from issue of shares
Share issue costs
Repayment of borrowings
Net cash inflow from financing activities
Increase(decrease) in cash and cash equivalents held
Cash and cash equivalents at the beginning of the financial
year
-
400,000
10,000
100,455
110,455
-
(83,042)
316,958
1,250,000
1,451,940
(89,100)
(98,642)
-
(200,000)
1,160,900
1,153,298
(306,386)
594,075
447,661
146,414
Cash and cash equivalents at the end of the financial year
9(a)
287,689
594,075
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes
ANNUAL REPORT 2017
14
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2017
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. CORPORATE INFORMATION
The annual report of Caravel Minerals Limited for the year ended 30 June 2017 was authorised for issue in accordance
with a resolution of the directors on 28 September 2017.
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) New and revised accounting standards
In the year ended 30 June 2017, the directors have reviewed all of the new and revised Standards and Interpretations
issued by the AASB that are relevant to the Company and effective for the current annual reporting period. As a result
of this review, the directors have determined that there is no material impact of the new and revised Standards and
Interpretations on the Company and, therefore, no material change is necessary to Group accounting policies.
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 2017 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.
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.
ANNUAL REPORT 2017
15
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2017
2. SIGNIFICANT ACCOUNTING POLICIES
c) Principles of consolidation
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 2017
16
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2017
2. SIGNIFICANT ACCOUNTING POLICIES
e)
Investments and other financial assets
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 or 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
Buildings
30%
25%
30%
25%
40%
2.5%
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 2017
17
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2017
2. SIGNIFICANT ACCOUNTING POLICIES
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.
Caravel Minerals Limited and its wholly-owned Australian controlled entities have implemented the tax consolidation
legislation as of 1 July 2013. As a consequence, these entities are taxed as a single entity and the deferred tax assets
and liabilities of these entities are set off in the consolidated financial statements.
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 2017
18
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2017
2. SIGNIFICANT ACCOUNTING POLICIES
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 or 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 corporate 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 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 2017
19
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2017
2. SIGNIFICANT ACCOUNTING POLICIES
p) Share based payments
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 or 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 2017
20
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2017
2. SIGNIFICANT ACCOUNTING POLICIES
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 statement of financial position.
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 statement of profit or loss and other comprehensive
income.
w) Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured
at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is
recognised in profit or loss over the period of the borrowings using the effective interest method.
Certain convertible notes issued by the Group which include embedded derivatives (option to convert to variable number
of shares in the Group) are recognised as financial liabilities at fair value through profit or loss. On initial recognition, the
fair value of the convertible note will equate to the proceeds received and subsequently the liability is measured at fair
value at each reporting period until settlement. The fair value movements are recognised on the profit or loss as finance
costs.
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 $1,651,251 during the year ended 30 June 2017 and as of that date the Group had
current assets of $363,374 (30 June 2016: $713,771) including cash and cash equivalents of $287,689 (30 June 2016:
$594,075). Net cash used in operating activities for the period was $1,577,740 (2016: $1,022,595).
These conditions indicate a material uncertainty that may cast doubt about the ability of the Group to continue as a going
concern. The ability of the Group to continue as a going concern is principally dependent upon its ability to secure funds
by raising capital from equity markets or by other means, and by managing cash flows in line with available funds, and/or
the successful development of its exploration assets.
The Directors are confident of the ability of the Company to potentially raise capital as and when required, which has
been demonstrated by the Company raising $1.25m before costs during the 2017 calendar year and a further $0.8m
before costs post year end. The Directors are satisfied there are sufficient funds to meet the Group’s working capital
requirements as at the date of this report.
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 as and when the need to raise funds arises. Should the entity not be able to continue as a going concern,
it may be required to realise its assets and discharge its liabilities other than in the ordinary course of business, and at
ANNUAL REPORT 2017
21
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2017
amounts that differ from those stated in the financial statements and that the financial report does not include any
adjustments relating to the recoverability and classification of recorded asset amounts or liabilities that might be necessary
should the entity not continue as a going concern.
2. SIGNIFICANT ACCOUNTING POLICIES
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 2017
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
This standard addresses the classification, measurement and derecognition of financial assets and financial liabilities and
introduces new rules for hedge accounting. In December 2014, the AASB made further changes to the classification and
measurement rules and also introduced a new impairment model. These latest amendments now complete the financial
instruments standard. The consolidated entity will adopt this standard from 1 July 2018 and there will be no significant
impact on the group.
(ii) AASB 15 Revenue from Contracts with Customers
This new standard addresses the recognition of revenue and will replace AASB 118 which covers contracts for goods
and services and AASB 111 which covers construction contracts. The new standard is based on the principle that revenue
is recognised when control of a good or service transfers to a customer, so the notion of control replaces the existing
notion of risks and rewards. The standard permits a modified retrospective approach for the adoption. Under this approach
entities will recognise any applicable transitional adjustments in retained earnings on the date of the initial application (i.e.
1 July 2018) without restating the comparative period. Entities will only need to apply the new rules to contracts that are
not completed as of the date of initial application. The group will adopt the standard from 1 July 2018 and there will be no
significant impact on the group.
(iii) AASB 2015-2 Amendments to AASB 101 – Presentation of Financial Statements
These amendments are designed to further encourage companies to apply professional judgment in determining what
information to disclose in the financial statements. The amendments also clarify that companies should use professional
judgment in determining where and in what order in formation is to be presented in the financial disclosures. The adoption
of these amendments from 1 July 2016 will not have a significant impact on the group.
(iv) AASB 16 Leases
This standard substantially carries forward the lessor accounting requirements in AASB 117. Accordingly, a lessor
continues to classify its leases as operating leases or finance leases, and to account for those two types of leases
differently. AASB 16 also requires enhanced disclosures to be provided by lessors that will improve information disclosed
about a lessor’s risk exposure, particularly to residual value risk. The adoption of these amendments from 1 July 2019
will not have a significant impact on the group.
(v) AASB 2016-1 Amendments to AASB 112 – Income Taxes
This standard amends AASB 112 Income Taxes to clarify the requirements on recognition of deferred tax assets for
unrealised losses on debt instruments measured at fair value. The adoption of these amendments from 1 July 2017 will
not have a significant impact on the group.
(v) AASB 2016-2 Amendments to AASB 107 – Statement of Cash Flows
This standard amends AASB 107 Statement of Cash Flows to require entities preparing financial statements in
accordance with Tier 1 reporting requirements to provide disclosures that enable users of financial statements to evaluate
changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash
changes. The adoption of these amendments from 1 July 2017 will not have a significant impact on the group.
ANNUAL REPORT 2017
22
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2017
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.
Significant accounting estimates and assumptions
Impairment of capitalised exploration and evaluation expenditure
Exploration and evaluation expenditure is assessed for impairment if sufficient data exists to determine technical
feasibility and commercial viability or facts and circumstances suggest that the carrying amount exceeds the recoverable
amount.
Exploration and evaluation expenditure is assessed for indicators of impairment in accordance with AASB 6 Exploration
for and Evaluation of Mineral Resources when any of the following facts and circumstances exist:
•
expire in the near future, and is not expected to be renewed;
The term of exploration licence in the specific area of interest has expired during the reporting period or will
•
not budgeted nor planned;
Substantive expenditure on further exploration and/ or evaluation of mineral resources in the specific area are
•
Exploration for and evaluation of mineral resources in the specific area have not led to the discovery of
commercially viable quantities of mineral resources and the decision was made to discontinue such activities in the
specified area; or
•
Sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying
amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.
Where a potential impairment is indicated, an assessment is performed for each cash generating unit that is no larger
than the area of interest. The Group performs impairment testing in accordance with accounting policy note 2(f).
Judgement is applied when considering whether fact and circumstances as per above indicate that the exploration and
evaluation asset should be tested for impairment and no impairment indicators were noted during the year.
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 19. 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.
ANNUAL REPORT 2017
23
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2017
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
Date of
incorporation
Equity
holding 30
June 2017 &
2016
Quadrio Resources Pty Ltd
Australia
Ordinary
100%
11 June 1985
Caravel Employee Share Plan Pty Ltd
Australia
Ordinary
100%
13 March 2013
Caravel Resources Netherlands Cooperatief U.A. Netherlands
Ordinary
99.999%
16 July 2012
ANNUAL REPORT 2017
24
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2017
5. REVENUE AND EXPENSES
(a) Revenue from continuing operations
Interest revenue
Management fees
Profit on disposal of plant and equipment
(b) Other income
Government EIS Grant
Government R&D rebate
Gain on settlement of financial liability
(c) Employee expenses
Directors Fees
Salaries and wages
Termination payments
Superannuation
Leave provisions
Share based payments expense
2017
$
2016
$
5,733
-
92,864
98,597
44,219
-
-
44,219
70,275
490,198
5,643
52,041
(40,891)
87,750
665,016
7,634
229,843
-
237,477
26,154
172,031
145,068
343,253
32,000
589,719
17,397
57,270
8,129
123,548
828,063
(d) Other share based payments (SBP)
SBP consultants – included in Administration expenses
14,040
10,148
SBP drilling contractors – included in Exploration expenses
81,140
172,412
6. LOSS PER SHARE
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:
(1,651,251)
(892,405)
Weighted average number of ordinary shares and potential ordinary shares
used in calculating basic loss per share
Effect of dilutive securities (see below)
2017
No. of Shares
2016
No. of Shares
63,526,590
46,798,821
-
-
Adjusted weighted average number of ordinary shares and potential ordinary
shares used in calculating basic and diluted loss per share
63,526,590
46,798,821
Basic and diluted loss per share (cents)
2.60
1.91
Non-dilutive securities
As at reporting date, 11,502,809 (2016: 11,799,598) unlisted options and Nil (2016: Nil) 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 2017
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 2017
25
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2017
7. SEGMENT INFORMATION
Management has determined the operating segments based on the reports reviewed by the board of directors that are
used to make strategic decisions. The Group does not have any material operating segments with discrete financial
information. The Group does not have any customers and all its’ assets and liabilities are primarily related to the mining
industry and are located within Australia. The Board of Directors review internal management reports on a regular basis
that is consistent with the information provided in the statement of profit or loss and other comprehensive income,
statement of financial position and statement of cash flows. As a result no reconciliation is required because the
information as presented is what is used by the Board to make strategic decisions.
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 or 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% (2015:
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
No R&D tax rebate has been recognised in other income (2016: $172,031).
(484,310)
484,310
(272,287)
272,287
20,644
(9,629)
(20,644)
-
9,629
-
(1,651,251)
-
(1,651,251)
(495,375)
1,172
30,537
(892,405)
-
(892,405)
(267,722)
351
37,064
-
(51,609)
463,666
-
281,916
-
-
-
-
-
-
-
ANNUAL REPORT 2017
26
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2017
(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
Australian capital 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
2017 $
2016 $
2017 $
2016 $
(932,343)
(962,343)
932,343
-
962,343
-
-
-
-
-
-
-
9,018
12,388
25,416
8,340
24,655
66,960
(678)
12,267
41,554
26,796
(2,438)
20,302
12,750,653
12,266,343
484,310
152,331
286,109
286,109
(286,109)
(286,109)
2,480
2,480
-
-
(932,343)
(962,343)
(30,000)
(90,000)
(12,153,721)
-
(11,692,544)
-
461,177
-
179,118
-
ANNUAL REPORT 2017
27
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2017
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
Impairment of tenements
Changes in assets and liabilities
(Increase)/decrease in receivables
Increase in other current assets
Decrease in payables
Decrease in advance payments
Decrease in provisions
Net cash outflow from operating activities
2017
$
2016
$
20(c)
287,689
594,075
(1,651,251)
(892,405)
182,930
17,338
(41,364)
100,000
41,273
(7,262)
(178,513)
-
(40,891)
(1,577,740)
306,108
24,620
-
(100,000)
(8,707)
(1,000)
(322,195)
(37,145)
8,129
(1,022,595)
(c) Significant Non-Cash Financing and Investing Activities
On 7 November 2016, the Company issued 8,802,809 free attaching unlisted options to security holders participating
in a capital raise.
On 7 November 2016, the Company issued 400,000 unlisted options to an advisor of the Company as a placement
fee for capital raising services. The options granted have been valued at $10,920 using a Black-Scholes calculation
(refer to note 19). The value of the services could not be reliably determined and therefore, were measured at their
fair value being the value of the Black-Scholes calculation.
On 24 January 2017, the Company issued 500,000 unlisted options to an advisor of the Company as a placement
fee for capital raising services. The options granted have been valued at $12,650 using a Black-Scholes calculation
(refer to note 19). The value of the services could not be reliably determined and therefore, were measured at their
fair value being the value of the Black-Scholes calculation.
(d) Credit Standby Arrangements with Banks
At reporting date, the Group had no used or unused financing facilities (2016: nil).
10. TRADE AND OTHER RECEIVABLES
Trade debtors
GST receivable
59,496
-
59,496
THE GROUP’S MANAGEMENT CONSIDERS THAT ALL OF THE ABOVE FINANCIAL ASSETS THAT ARE NOT IMPAIRED OR PAST DUE FOR
EACH OF THE 30 JUNE REPORTING DATES UNDER REVIEW ARE OF GOOD CREDIT QUALITY (REFER TO NOTE 20).
18,100
123
18,223
ANNUAL REPORT 2017
28
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2017
11. OTHER CURRENT ASSETS
Bank term deposits – securing guarantees
Rental bond
Security deposits
Other
12. PROPERTY, PLANT AND EQUIPMENT
Land and buildings – at cost
Accumulated depreciation
Net carrying amount
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 property, plant and equipment
Accumulated depreciation
Net carrying amount
(a) Reconciliations
Land and buildings
Balance at the beginning of year
Additions
Depreciation expense
Balance at end of year
Computer equipment
Balance at the beginning of year
Additions
Depreciation expense
Balance at end of year
Vehicles
Balance at the beginning of year
Disposals
Depreciation expense
2017
$
49,000
1,000
200
7,262
57,462
72,921
(1,107)
71,814
110,792
(105,394)
5,398
182,810
(169,999)
12,811
91,527
(81,302)
10,225
16,858
(16,056)
802
54,755
(53,890)
865
529,664
(427,748)
101,915
72,921
-
(1,107)
71,814
8,997
-
(3,599)
5,398
19,374
(949)
(5,614)
2016
$
59,000
1,000
200
-
60,200
72,921
-
72,921
110,792
(101,795)
8,997
208,490
(189,116)
19,374
182,457
(154,492)
27,965
16,858
(15,713)
1,145
54,755
(53,313)
1,442
646,273
(514,429)
131,844
-
72,921
-
72,921
4,346
10,121
(5,470)
8,997
27,709
-
(8,335)
ANNUAL REPORT 2017
29
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2017
12. PROPERTY, PLANT AND EQUIPMENT
Balance at end of year
Exploration equipment
Balance at the beginning of year
Disposals
Depreciation expense
Balance at end of year
Office equipment
Balance at the beginning of year
Depreciation expense
Balance at end of year
Software
Balance at the beginning of year
Depreciation expense
Balance at end of year
Total
Balance at the beginning of year
Additions
Disposals
Depreciation expense
Balance at end of year
13. EXPLORATION & EVALUATION EXPENDITURE
The Group has exploration costs carried forward in respect of
areas of interest:
Areas of interest:
Calingiri tenements
Wynberg tenements
Bryah tenements
2017
$
2016
$
12,811
19,374
27,965
(11,642)
(6,098)
10,225
1,145
(343)
802
1,442
(577)
865
131,844
-
(12,591)
(17,338)
101,915
37,321
-
(9,356)
27,965
1,638
(493)
1,145
2,408
(966)
1,442
73,422
83,042
-
(24,620)
131,844
3,107,811
-
-
3,107,811
3,107,811
-
100,000
3,207,811
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.
Reconciliation:
Calingiri tenements
Balance at the beginning of year
Change in purchase related costs of mining tenements
Balance at end of year
Wynberg tenements
Balance at the beginning of year
Disposal of mining tenements
Impairment
Balance at end of year
Bryah tenements
Balance at the beginning of year
Impairment
Balance at end of year
3,107,811
-
3,107,811
-
-
-
-
100,000
(100,000)
-
3,107,811
-
3,107,811
300,000
(400,000)
100,000
-
100,000
-
100,000
ANNUAL REPORT 2017
30
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2017
13. EXPLORATION & EVALUATION EXPENDITURE
CALINGIRI FARM-OUT
On 8 July 2015 the Group executed a Farm-in and Joint Venture Agreement (“FIA”) with First Quantum Minerals
(Australia) Pty Ltd (“FQM”) in relation to the Calingiri Project. During the year ended 30 June 2017 the following earning
funds were received from FQM and distributed for earning expenditure:
Funds received
Earning expenditure
Farm-in manager allowance (including GST)
Receivable balance at year end
2017
$
-
-
-
-
2016
$
1,364,896
(1,149,214)
(252,827)
(37,145)
(a) Accounting for farm-outs
The Group may enter into transactions whereby a third party (“Farmee”) may earn a right to acquire an interest in assets
owned by the Group by meeting certain obligations agreed to by both parties. The group applied the following accounting
policy for the FQM farm-out arrangement entered into during the prior reporting period:
• Contributions by FQM pursuant to the farm-in, are initially classified as a liability until such time as the expenditure is
incurred for exploration activities.
• Caravel does not recognise any expenditure that is settled by FQM.
• Should FQM earn a vested interest in the tenements, Caravel transfers to profit or loss a corresponding proportion of
the costs capitalised by the Company over the life of the project, in order to calculate the gain or loss on the disposal
that has occurred.
14. TRADE AND OTHER PAYABLES
Trade payables (1)
Accrued interest
Other payables
(1) Terms & Conditions
24,671
169,497
-
40,612
65,283
-
27,800
197,297
Trade creditors are non-interest bearing and are normally settled on 30 days terms.
15. PROVISIONS
Employee benefits
41,293
82,184
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 $26,043 (June 2016: $43,869) 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 expected to be taken or paid within the next 12 months.
Current leave obligations expected to be settled after 12 months
15,250
38,315
The measurement and recognition criteria relating to employee benefits have been included in Note 2(o) to this
report.
ANNUAL REPORT 2017
31
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2017
16. CONTRIBUTED EQUITY
(a) Issued and paid up capital
2017
$
2016
$
68,429,777 (2016: 49,749,575) fully paid ordinary shares
39,639,701
38,661,548
(b) Movement in shares on issue
(1) Ordinary Shares
Balance – 1 July 2015
Issue of Shares:
Capital raising
Loan conversion
Loan facilitation fee
Contractor share based payments
Less Transaction costs
Issue of shares Employee Share Scheme (net of forfeitures)
Share consolidation 22:1(i)
Balance – 30 June 2016
Issue of Shares:
Capital raising
Less Transaction costs
Contractor share based payments
Balance – 30 June 2017
5(d)
Number
$
745,938,533
36,672,676
207,420,006
48,356,154
1,500,000
12,214,354
-
54,336,380
(1,020,015,852)
49,749,575
17,605,623
-
1,074,579
68,429,777
1,451,940
483,562
-
172,412
(119,042)
-
-
38,661,548
1,250,000
(389,477)
81,140
39,603,211
(2) Treasury Shares
Shares held by the Caravel Employee Share Plan Trust
Number
(3,695,244)
Number
(3,695,244)
(3) Performance Shares
Balance 1 July 2015
Cancellation and conversion
Balance – 30 June 2016
Cancellation and conversion
Balance – 30 June 2017
2,000,000
(2,000,000)
-
-
-
2,000,000
(2,000,000)
-
-
-
(i) Approval for the 22:1 share consolidation was obtained at the AGM held 11 November 2015.
(c) Terms and conditions of contributed equity
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.
(d) Listed options
Outstanding at the beginning of the year
Consolidation 22:1
Expired or lapsed during the year
Outstanding at the end of the year
Exercisable at the end of the year
2017
Number
-
-
-
-
-
2016
Number
166,595,588
(159,022,997)
(7,572,591)
-
-
ANNUAL REPORT 2017
32
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2017
(e) Unlisted options
Outstanding at the beginning of the year
Issued
Consolidation 22:1
Expired or lapsed during the year
Outstanding at the end of the year
Exercisable at the end of the year
2017
Number
11,799,598
2016
Number
159,467,949
11,502,809
120,122,507
-
(266,881,767)
(11,799,598)
(909,091)
11,502,809
11,799,598
11,502,809
11,799,598
(i) Weighted average remaining contractual life
The weighted average remaining contractual life of the share options outstanding as at 30 June 2017 is 1.77 years
(2016: 0.58 years).
(ii) Range of exercise prices
The range of exercise prices for options outstanding at the end of the year was $0.12 - $0.068 (2016: $0.165 -
$0.77).
(iii) Weighted average fair value
The weighted average fair value of options granted during the year was $0.029 (2016: $0.012).
(f) 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 2017, the Company issued 18,680,202 ordinary shares (2016: 14,719,404
ordinary shares post-consolidation).
The Company is not subject to any externally imposed capital requirements.
ANNUAL REPORT 2017
33
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2017
17. 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
Long term employee benefits
Post-employment benefits
Share based payments
Total compensation
2017
$
175,000
8,046
36,335
38,610
257,991
2016
$
175,000
12,480
35,518
53,983
276,981
(b) Transactions with Other Related Parties
During the year ending 30 June 2017 $50,400 was received from a public company, of which Mr Marcel Hilmer is a
director, for provision of serviced offices (2016: $52,000).
18. 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. Nil shares were issued under this scheme during the year ended 30 June 2017 (2016:
2,659,091). During the year a total of 915,160 shares were forfeited by an employee upon ceasing employment with
the company.
Directors
Marcel Hilmer
James Harris
Peter Alexander
Brett McKeon
Employees
Incentive Shares
Total
Balance 1 July
2016
Granted during
the period
Forfeited during
the period
Balance at
30 June 2017
Vested at
30 June 2017
1,068,182
318,182
318,182
-
1,990,698
3,695,244
-
-
-
-
-
-
-
-
-
-
1,068,182
1,068,182
318,182
318,182
-
318,182
318,182
-
(915,160)
(915,160)
1,075,538
2,780,084
1,075,538
2,780,084
(i) Employee Share Acquisition Plan shares to Directors
On 12 November 2015, 24,000,000 pre-consolidation shares were issued to the Non-Executive Directors, as approved
by shareholders at the AGM held 11 November 2015. The shares were issued at 0.475-0.494 cents per share, being
a 1.25-5% discount to VWAP, and corresponding loans totalling $117,000 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: $117,000
Interest rate: 0%
Term of loan: unlimited
•
•
•
• Vesting conditions 50%: remains eligible employee for one month from grant date
• Vesting conditions for balance: remains eligible employee for three months 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.
ANNUAL REPORT 2017
34
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2017
18. SHARE BASED PAYMENTS (CONTINUED)
(a) Employee Share Acquisition Plan
(i) Employee Share Acquisition Plan shares to Directors
The fair value at grant date of $53,983 was calculated using the Black-Scholes pricing model that took into account
the following inputs:
•
•
•
•
•
•
exercise price: $0.00495 (pre-consolidation)
market price of shares at grant date: $0.005
expected volatility of the Company’s shares: 128%
risk free interest rate: 1.78%
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 Nil for the year ended 30 June 2017 (2016: $53,983).
The total director loans of $404,428 (2016: $404,428) have become non-recourse, except against the shares held in
trust for the participant, as the vesting conditions have been satisfied.
(ii) Employee Share Acquisition Plan shares to employees
On 24 September 2015, 34,500,000 pre-consolidation shares were issued to the employees at 0.495 cents per share,
being a 1.0% discount to VWAP, and corresponding loans totalling $170,775 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: $170,775
Interest rate: 0%
Term of loan: unlimited
•
•
•
• Vesting conditions 50%: remains eligible employee for two months from grant date
• Vesting conditions for balance: remains eligible employee for four months 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 $69,565 was calculated using the Black-Scholes pricing model that took into account
the following inputs:
•
•
•
•
•
•
exercise price: $0.00495 (pre-consolidation)
market price of shares at grant date: $0.005
expected volatility of the Company’s shares: 128%
risk free interest rate: 1.78%
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 Nil for the period ended 30 June 2017 (2016: $69,565).
The total employee loans of $340,990 (2016: $340,990) have become non-recourse, except against the shares held
in trust for the participant, as the vesting conditions have been satisfied.
(b) Options
On 7 November 2016 the Company issued 400,000 unlisted options to an advisor of the Company as a placement
fee for capital raising services. The options granted to the have been valued at $10,920 using a Black-Scholes
calculation. The value of the services could not be reliably determined and therefore, were measured at their fair value
being the value of the Black-Scholes calculation.
On 24 January 2017 the Company issued 500,000 unlisted options to an advisor of the Company as a placement fee
for capital raising services. The options granted to the have been valued at $12,650 using a Black-Scholes calculation.
The value of the services could not be reliably determined and therefore, were measured at their fair value being the
value of the Black-Scholes calculation.
On 29 March 2017 the Company issued 1,400,000 unlisted options to employees under the Caravel Employee Option
Scheme (2016: Nil). The options granted to the employees have been valued at $49,140 using a Black-Scholes
ANNUAL REPORT 2017
35
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2017
calculation. During the year ended 30 June 2017 no options issued under the scheme were cancelled (2016: Nil) and
no options expired (2016: Nil).
On 29 March 2017 the Company granted, subject to shareholder approval, 1,100,000 unlisted options to the CEO
under the Caravel Employee Option Scheme (2016: Nil). The options granted to the CEO have been valued at $38,610
using a Black-Scholes calculation.
On 17 May 2017 the Company issued 400,000 unlisted options were to a consultant of the Company as incentive
options for company secretarial and CFO services (2016: 4,412,500 pre-consolidation). The options granted to the
consultant have been valued at $14,040 using a Black-Scholes calculation.
(ii) Summary of options granted as consideration for services provided to the Company
The following table illustrates the number (No.) and weighted average exercise prices (WAEP) of, and movements in,
share options granted as consideration for services provided to the Company during the year:
Outstanding at the beginning of the year
Granted during the year
Expired or lapsed during the year
Outstanding at the end of the year
Exercisable at the end of the year (1)
Outstanding at the beginning of the year
Granted during the year
Consolidation (22:1) during the year
Expired or lapsed during the year
Outstanding at the end of the year
Exercisable at the end of the year
2017
Number
780,115
3,800,000
(780,115)
3,800,000
2,700,000
2016
Number
21,650,000
16,412,500
(36,332,384)
(950,001)
780,115
780,115
2017
WAEP
$0.263
$0.112
($0.263)
$0.123
$0.113
2016
WAEP
$0.090
$0.012
-
$2.138
$0.263
$0.263
(1) On 29 March 2017 the Company granted, subject to shareholder approval, 1,100,000 unlisted options to the CEO under the
Caravel Employee Option Scheme (2016: Nil). As such these options were not issued or exercisable at 30 June 2017.
(iii) Option pricing model
Options granted during the year have been valued using the Black-Scholes Option Valuation model, which takes
account of factors including the option exercise price, the current level and volatility of the underlying share price, the
risk-free interest rate, expected dividends on the underlying share, current market price of the underlying share and
the expected life of the option. See below for the assumptions used for grants made during the year ended 30 June
2017:
Issued to
Date of grant
Number of options
Dividend yield (%)
Expected volatility
(%)
Risk free interest
rate (%)
Expected life of the
option (years)
Option exercise
price ($)
Fair value per
options ($)
Share price at grant
date ($)
Consultants
7/11/2016
400,000
0%
Consultants
24/01/2017
500,000
0%
Employees
29/03/2017
1,400,000
0%
Director
29/03/2017
1,100,000
0%
Consultants
17/05/2017
400,000
0%
104.47%
102.53%
92.06%
92.06%
90.98%
1.66%
1.83%
1.62%
1.62%
2.10
$0.12
1.89
$0.12
3.00
$0.07
3.00
$0.07
1.62%
3.00
$0.10
$0.0273
$0.0253
$0.0351
$0.0351
$0.0351
$0.065
$0.066
$0.060
$0.060
$0.070
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
ANNUAL REPORT 2017
36
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2017
expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not
necessarily be the actual outcome.
(c) Shares
During the year 1,074,579 ordinary shares were issued to contractors of the Company for drilling and scoping study
services. The shares were issued at market value calculated by a 10 day VWAP at the end of each invoice month
for a total consideration of $81,140. The value of the services could not be reliably determined and therefore, were
measured at their fair value calculated on the 10 day VWAP (volume weighted) trading price of the company’s share
price for the last 10 days of each calendar month in which the invoice was received.
(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
Expense arising from employee options issued
Expense arising from consultant options issued
Shares issued for drilling services
Total share based payments expensed in profit or loss
Share based payments recognised in share issue costs
Total share based payments
2017
$
2016
$
-
87,750
14,040
81,140
182,930
23,570
206,500
123,548
-
10,148
172,412
306,108
20,400
326,508
19. 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 16) of the Group at 30 June 2017 and 30 June 2016 are expected to be settled within 6
months of year-end.
ANNUAL REPORT 2017
37
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2017
19. FINANCIAL INSTRUMENTS
(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 2017 and 2016, and represents
management’s judgement of a reasonably possible movement.
30 June 2017
Financial assets
Cash and cash
equivalents
Other current assets
30 June 2016
Financial assets
Cash and cash
equivalents
Other current assets
Carrying
Amount
$
Interest Rate Risk
Interest Rate Risk
-1%
+1%
Net Loss
$
Equity
$
Net Gain
$
Equity
$
287,689
(2,876)
(2,876)
(2,876)
(2,876)
57,462
(575)
(575)
575
575
Carrying
Amount
$
Interest Rate Risk
Interest Rate Risk
-1%
+1%
Net Loss
$
Equity
$
Net Gain
$
Equity
$
594,075
(5,941)
(5,941)
5,941
5,941
60,200
(602)
(602)
602
602
None of the Group’s financial liabilities in 2017 or 2016 were interest bearing.
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.
20. COMMITMENTS AND CONTINGENCIES
(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
2018, with rent payable monthly in advance. The lease allows for subletting of
all lease areas with the consent of the lessee.
(b) Contingencies
The Group has no contingent liabilities at reporting date.
2017
$
2016
$
99,060
-
99,060
108,066
108,066
216,132
ANNUAL REPORT 2017
38
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2017
21. 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
33,000
33,000
33,000
33,000
22. 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
2017
$
313,866
30,102
343,967
2016
$
624,733
3,266,331
3,891,064
77,614
102,363
-
-
77,614
102,363
39,880,018
38,661,548
(42,356,998)
(37,490,821)
-
10,239
2,733,095
266,354
-
10,239
2,607,735
3,788,701
(5,377,932)
(892,405)
-
(5,377,932)
(892,405)
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
Other comprehensive income 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 21(a).
Contingent liabilities
As at 30 June 2017 Caravel Minerals Limited has no contingent liabilities.
ANNUAL REPORT 2017
39
CARAVEL MINERALS LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2017
23. EVENTS OCCURRING AFTER THE REPORTING PERIOD
On 7 July 2017, the Company announced that it had received commitments from investors to raise $0.8m through
the issue of 16.0m shares at an issue price of $0.05 (“Placement”). Subsequent to shareholder approval, investors
participating in the Placement were issued 1 free attaching unlisted option exercisable at $0.075 for each 2 shares
issued, expiring in August 2019. The Company announced on 13 July 2017 that it had issued 13.554m shares under
Tranche 1 of the Placement announced for gross proceeds of $0.8m. On 1 September 2017, the Company
announced the successful placement completion. A total of 16.8m shares and 8.4m attaching options were issued
for gross proceeds of $840,000 across both Tranches including $162,000 in Tranche 2.
On 7July 2017, the Company announced that the Mitchell River Group had been appointed to commence a detailed
study utilizing cutting-edge ore sorting technology to remove barren material from ore prior to milling and processing
that may significantly increase ore grade. An update was provided to the market on 31 August 2017.
Other than the matters above, at the date of this report there are no other matters or circumstances which have arisen
since 30 June 2017 that have significantly affected or may significantly affect:
-
-
-
the operations, in financial years subsequent to 30 June 2017, of the Group;
the results of those operations, in financial years subsequent to 30 June 2017, of the Group; or
the state of affairs, in financial years subsequent to 30 June 2017, of the Group.
ANNUAL REPORT 2017
40
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 Group are in accordance with the Corporations Act 2001 including:
(i)
(ii)
giving a true and fair view of the Group’s financial position as at 30 June 2017 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 2017.
On behalf of the Board.
Marcel Hilmer
Executive Director & CEO
Perth,
28 September 2017
ANNUAL REPORT 2017
41
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 Audit of the Financial Report
Opinion
We have audited the financial report of Caravel Minerals Limited (the Company) and its subsidiaries
(the Group), which comprises the consolidated statement of financial position as at 30 June 2017, 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, and notes
to the financial report, including a summary of significant accounting policies and the directors’
declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 30 June 2017 and of its
financial performance for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance
with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Material uncertainty related to going concern
We draw attention to Note 2(x) in the financial report which describes the events and/or conditions
which give rise to the existence of a material uncertainty that may cast significant doubt about the
group’s ability to continue as a going concern and therefore the group may be unable to realise its
assets and discharge its liabilities in the normal course of business. Our opinion is not modified in
respect of this matter.
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
42
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters. In addition to the matter described in the Material uncertainty
related to going concern section, we have determined the matters described below to be the key audit
matters to be communicated in our report.
Carrying Value of Exploration and Evaluation Assets
Key audit matter
How the matter was addressed in our audit
At 30 June 2017 the carrying value of the
capitalised exploration and evaluation asset
relating to the Calingiri tenements (“the
Project”) was $3,107,811 (30 June 2016
$3,107,811), as disclosed in Note 13.
Judgement is applied in considering whether
facts and circumstances indicate that the
exploration and evaluation asset should be tested
for impairment. As a result, the group was
required to assess the asset for impairment
indicators in accordance with AASB 6 Exploration
for and Evaluation of Mineral Resources (‘AASB
6’) and no impairment indicators were noted
during the year.
Due to the quantum of this asset and the
subjectivity involved in determining impairment
indicators in accordance with AASB 6, we have
determined this is a key audit matter.
Our procedures included, but were not limited
to:
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
Obtaining a schedule of the area of
interest held by the Group and assessing
whether the rights to tenure of the
Project remained current at balance
date;
Considering the status of the ongoing
exploration programmes of the Project
by holding discussions with
management, and reviewing the Group’s
exploration budgets, ASX
announcements and director’s minutes;
Considering whether the area of interest
had reached a stage where a reasonable
assessment of economically recoverable
reserves existed;
Considering whether any facts or
circumstances existed to suggest
impairment testing was required; and
Assessing the adequacy of the related
disclosures in Note 13 to the financial
report.
43
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 30 June 2017, but does not include the
financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website at:
http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf
This description forms part of our auditor’s report.
44
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 5 to 9 of the directors’ report for the year
ended 30 June 2017.
In our opinion, the Remuneration Report of Caravel Minerals Limited, for the year ended 30 June 2017,
complies with section 300A of the Corporations Act 2001.
Responsibilities
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.
BDO Audit (WA) Pty Ltd
Jarrad Prue
Director
Perth, 28 September 2017
45
Corporate Governance Statement
The Board of Directors of Caravel Minerals Limited (the “Company”) is responsible for the corporate
governance of the Company. The Board guides and monitors the business and affairs of the Company on
behalf of the shareholders by whom they are elected and to whom they are accountable.
This statement sets out the main corporate governance practices in place throughout the financial year in
accordance with 3rd edition of the ASX Principles of Good Corporate Governance and Best Practice
Recommendations.
Further information about the Company’s corporate governance practices is set out on the Company’s
website at www.caravelminerals.com.au.
This Statement was approved by the Board of Directors and is current as at 28 September 2017.
PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
ASX Recommendation 1.1: a listed entity should establish the functions reserved to the board and
those delegated to senior executives and disclose those functions
The Company has complied with this recommendation.
The Board has adopted a formal charter that details the respective board and management functions and
responsibilities. A copy of this board charter is available in the corporate governance section of the
Company's website at www.caravelminerals.com.au.
ASX Recommendation 1.2: a listed entity should undertake appropriate checks before appointing a
person, or putting forward to security holders a candidate for election as a director and provide
security holders with all material information relevant to a decision on whether or not to elect or re-
elect a director
The Company has complied with this recommendation.
The Company did not elect any new Directors during the year.
Information in relation to Directors seeking reappointment is set out in the Directors report and Notice of
Annual General Meeting.
ASX Recommendation 1.3: a listed entity should have a written agreement with each Director and
senior executive setting out the terms of their appointment.
The Company has complied with this recommendation.
The Company has in place written agreements with each Director.
ASX Recommendation 1.4: the company secretary of a listed company should be accountable directly
to the board, through the chair, on all matters to do with the proper functioning of the board.
The Company has complied with this recommendation.
The Board Charter provides for the Company Secretary to be accountable directly to the board through the
Chair.
ASX Recommendation 1.5: a listed entity should:
• have a diversity policy which includes the requirement for the board to set measurable
objectives for achieving gender diversity and assess annually the objectives and the entity’s
progress to achieving them;
• disclose the policy or a summary of it;
• disclose the measurable objectives and progress towards achieving them; and
• disclose the respective proportions of men and women on the board and at each level of
management and the company as a whole
ANNUAL REPORT 2017
46
CARAVEL MINERALS LIMITED
Corporate Governance Statement
The Company partly complies with this recommendation.
The Company has adopted a Diversity Policy which is available in the corporate governance section of the
Company's website at www.caravelminerals.com.au.
The Board considers that, due to the size, nature and stage of development of the Company, setting
measurable objectives for the Diversity Policy at this time is not appropriate. The Board will consider setting
measurable objectives as the Company increases in size and complexity.
There are no women on the Board or in senior Management positions. The company currently has one female
employee which represents 17% of the total workforce including permanent contractors, employees and
Directors.
ASX Recommendation 1.6: a listed entity should disclose the process for evaluating the performance
of the board, its committees and individual directors and whether a performance evaluation was
carried out during the reporting period in accordance with that process.
The Company has complied with this recommendation.
The Board has adopted a self-evaluation process to measure its performance, and that of individual directors,
during each financial year.
A performance review was undertaken during the reporting period.
ASX Recommendation 1.7: a listed entity should have and disclose a process for periodically
evaluating the performance of its senior executives and disclose in relation to each reporting period
where a performance evaluation was undertaken in accordance with a process.
The Company has complied with this recommendation.
Arrangements put in place by the Board to monitor the performance of the Company’s executives include:
•
•
a review by the Board of the Company’s financial performance; and
appraisal meetings incorporating analysis of key performance indicators with each individual.
The company conducted ongoing performance reviews of senior executives during the year.
PRINCIPLE 2: STRUCTURE THE BOARD TO ADD VALUE
ASX Recommendation 2.1: The board of a listed entity should establish a nomination committee:
• with at least three members the majority of which are independent directors
• chaired by an independent Director; and
• disclose the charter of the committee, the members of the committee and the number of times
the committee met throughout the period and member attendance at those meetings
The Company has not complied with this recommendation.
Given the present size and complexity of the Company the Board has not constituted a Nomination
Committee with the full Board carrying out the role of a Nomination Committee.
ASX Recommendation 2.2: a listed entity should have and disclose a board skills matrix setting out
the mix of skills and diversity that the board currently has or is looking to achieve in its membership
The Company has complied with this recommendation.
The Board has established a skill matrix. On a collective basis the Board has the following skills:
Strategic expertise - ability to identify and critically assess strategic opportunities and threats and develop
strategies.
Specific Industry knowledge – members of the Board have either specific qualifications and experience in
the resources sector or a general background and experience in the resources sector.
Accounting and finance - members of the Board have either specific qualifications and experience in
accounting and finance or the ability to read and comprehend the company’s accounts, financial material
presented to the board, financial reporting requirements and an understanding of corporate finance.
ANNUAL REPORT 2017
47
CARAVEL MINERALS LIMITED
Corporate Governance Statement
Risk management - Identify and monitor risks to which the Company is, or has the potential to be exposed
to.
Experience with financial markets - Experience in working in or raising funds from the equity or capital
markets.
Investor relations - Experience in identifying and establishing relationships with Shareholders, potential
investors, institutions and equity analysts.
ASX Recommendation 2.3: a listed entity should disclose the names of the directors considered by
the board to be independent directors and provide details in relation to the length of service of each
Director
The Company has complied with this recommendation.
Messrs Harris and Alexander are considered to be independent directors. Mr Hilmer is an executive of the
Company and is therefore not considered to be independent.
The appointment date of Directors is as follows:
• Mr Marcel Hilmer
• Mr James Harris
• Mr Peter Alexander
19 November 2012
6 June 2006
29 April 2013
ASX Recommendation 2.4: the majority of the board of a listed entity should be independent directors
The Company has complied with this recommendation.
Two of the three members of the Board are considered to be independent.
ASX Recommendation 2.5: The Chair of a listed entity should be an independent director and, in
particular, should not be the same person as the CEO of the entity
The Company has not appointed a chairman at this time however two out of the three members of the Board
are considered to be independent. When available to attend Board meetings Mr James Harris chairs the
meetings. Mr Harris is considered to be an independent Director.
Mr Hilmer is Chief Executive Officer of the Company.
ASX Recommendation 2.6: a listed entity should have a program for inducting new directors and
provide appropriate professional development opportunities
The Company has complied with this recommendation.
The Board is responsible for providing new directors with an induction to the Company and for the program
for providing adequate professional development opportunities for directors and management.
PRINCIPLE 3: ACT ETHICALLY AND RESPONSIBLY
ASX Recommendation 3.1: a listed entity should establish a code of conduct and disclose the code
or a summary of the code.
The Company has complied with this recommendation.
The Company has established a code of conduct which requires all business affairs to be conducted legally,
ethically and with integrity.
A copy of the Company’s code of conduct is available in the corporate governance section of the Company's
website at www.caravelminerals.com.au.
PRINCIPLE 4: SAFEGUARD INTEGRITY IN FINANCIAL REPORTING
ASX Recommendation 4.1: The Board of a listed entity should establish an audit committee:
• with at least three members, all of whom are non-executive directors and a majority of which
are independent directors
• chaired by an independent Director; and
ANNUAL REPORT 2017
48
CARAVEL MINERALS LIMITED
Corporate Governance Statement
• disclose the charter of the committee, the members of the committee and the number of times
the committee met throughout the period and member attendance at those meetings
The Company has not complied with this recommendation.
Given the present size and complexity of the Company the Board has not constituted an Audit Committee
with the full Board carrying out the role of an Audit Committee.
The qualifications of the members of the Board are set out in the Directors report.
ASX Recommendation 4.2: The Board of a listed entity should, before it approves the entity’s financial
statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion,
the financial records of the entity have been properly maintained and that the financial statements
comply with the appropriate accounting standards and give a true and fair view of the financial
position and performance of the entity and that the opinion has been formed on the basis of a sound
system of risk management and internal control which is operating effectively.
The Company partly complies with this recommendation.
The Board has received the assurance required by ASX Recommendation 4.2 in respect of the financial
statements for the half year ended 31 December 2016 and the full year ended 30 June 2017. Given the size
and nature of the Company’s operations the Board has not received the assurance in respect of the quarterly
cash flow statements believing that the provision of the assurance for the half and full year financial
statements is sufficient.
ASX Recommendation 4.3: a listed entity should ensure that the external auditor attends its Annual
General Meeting and is available to answer questions from security holders relevant to the audit.
The Company has complied with this recommendation.
The external auditor attends the Annual General Meeting and is available to answer questions from
shareholders relevant to the audit and financial statements. The external auditor will also be allowed a
reasonable opportunity to answer written questions submitted by shareholders to the auditor as permitted
under the Corporations Act.
PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE
ASX Recommendation 5.1: a listed entity should establish written policies 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.
The Company has complied with this recommendation.
The Company has established a continuous disclosure policy which is designed to guide compliance with
ASX Listing Rule disclosure requirements and to ensure that all Directors, senior executives and employees
of the Company understand their responsibilities under the policy. The Board has designated the Managing
Director as the person responsible for ensuring that this policy is implemented and enforced and that all
required price sensitive information is disclosed to the ASX as required.
In accordance with the Company's continuous disclosure policy, all information provided to ASX for release
to the market is posted to its website at www.caravelminerals.com.au after ASX confirms an announcement
has been made.
A copy of the continuous disclosure policy is available in the corporate governance section of the Company's
website at www.caravelminerals.com.au.
PRINCIPLE 6: RESPECT THE RIGHTS OF SHAREHOLDERS
ASX Recommendation 6.1: a listed entity should provide information about itself and its governance
to investors via its website
The Company has complied with this recommendation.
ANNUAL REPORT 2017
49
CARAVEL MINERALS LIMITED
Corporate Governance Statement
The Company’s website at www.caravelminerals.com.au contains information about the Company’s
projects, Directors and management and the Company’s corporate governance practices, policies and
charters. All ASX announcements made to the market, including annual and half year financial results are
posted on the website as soon as they have been released by the ASX. The full text of all notices of
meetings and explanatory material, the Company’s Annual Report and copies of all investor presentations
are posted on website.
ASX Recommendation 6.2: a listed entity should design and implement an investor relations program
to facilitate effective two-way communication with investors
The Company has complied with this recommendation.
The Company’s Managing Director is the Company’s main contact for investors and potential investors and
make himself available to discuss the Company’s activities when requested together with other Directors or
senior executives as required. In addition to announcements made in accordance with its continuous
disclosure obligations the Company, from time to time, prepares and releases general investor updates about
the Company.
The Company has engaged the services of an Investor Relations company to assist the company with its
investor relations program.
Contact with the Company can be made via an email address provided on the website and investors can
subscribe to the Company’s electronic mailing list.
ASX Recommendation 6.3: a listed entity should disclose the policies and processes it has in place
to facilitate and encourage participation at meetings of security holders
The Company has complied with this recommendation.
The Company encourages participation of shareholders at any general meetings and its Annual General
Meeting each year. Shareholders are encouraged to lodge direct votes or proxies subject to the adoption of
satisfactory authentication procedures if they are unable to attend the meeting.
The full text of all notices of meetings and explanatory material are posted on the Company’s website at
www.caravelminerals.com.au.
ASX Recommendation 6.4: a listed entity should give security holders the option to receive
communications from, and send communications to, the entity and its security register electronically
The Company has complied with this recommendation.
Contact with the Company can be made via the facility or the email address provided on the website and
investors can subscribe to the Company’s electronic mailing list.
The Company’s share register provides a facility whereby investors can provide email addresses to receive
correspondence from the Company electronically and investors can contact the share register via telephone,
facsimile or email.
PRINCIPLE 7: RECOGNISE AND MANAGE RISK
ASX Recommendation 4.1: The Board of a listed entity should have a committee to oversee risk:
• with at least three members, all of whom are non-executive directors and a majority of which
are independent directors
• chaired by an independent Director; and
• disclose the charter of the committee, the members of the committee and the number of times
the committee met throughout the period and member attendance at those meetings
The Company has not complied with this recommendation.
Given the present size and complexity of the Company the Board has not constituted a Risk Committee with
the full Board responsible for risk management.
ANNUAL REPORT 2017
50
CARAVEL MINERALS LIMITED
Corporate Governance Statement
ASX Recommendation 7.2: The Board or a committee of the Board, of a listed entity should review
the entity’s risk management framework at least annually to satisfy itself that it continues to be sound
and disclose in relation to each reporting period whether such a review was undertaken
The Company has complied with this recommendation.
The Board is responsible for the oversight of the Company’s risk management and control framework.
Responsibility for control and design of risk management is delegated to the appropriate level of management
within the Company with the Managing Director and Chief Financial Officer being responsible to the Board
for the risk management and control framework.
The Board conducted a review during the reporting period.
ASX Recommendation 7.3: a listed entity should disclose if it has an internal audit function and if it
does not have an internal audit function that fact and the processes it employs for evaluating and
continually improving the effectiveness of risk management and internal control processes
The Company has complied with this recommendation.
Given the Company’s current size and level of operations it does not have an internal audit function.
The Board is responsible for the oversight of the Company’s risk management and control framework.
Responsibility for control and design of risk management is delegated to the appropriate level of management
within the Company with the Managing Director and Chief Financial Officer being responsible to the Board
for the risk management and control framework.
ASX Recommendation 7.4: a listed entity should disclose whether it has any material exposure to
economic, environmental and social sustainability risks and if it does how it manages or intends to
manage those risks.
The Company has complied with this recommendation.
The Company has exposure to economic risks, including general economy wide economic risks and risks
associated with the economic cycle.
There will a requirement in the future for the Company to raise additional funding to pursue its business
objectives. The Company’s ability to raise capital may be effected by these economic risks.
The Company has in place risk management procedures and processes to identify, manage and minimise
its exposure to these economic risks where appropriate
The current operations of the Company are subject to State and Federal laws and regulations concerning
the environment. As with most exploration projects and mining operations, the Company’s activities are
expected to have an impact on the environment, particularly if advanced exploration or mine development
proceed. It is the Company’s intention to conduct its activities to the highest standard of environmental
obligation, including compliance with all environmental laws.
The Board currently considers that the Company does not have any material exposure to social sustainability
risk. The Company’s Corporate Code of Conduct outlines the Company’s commitment to integrity and fair
dealing in its business affairs. The code sets out the principles covering appropriate conduct in a variety of
contexts and outlines the minimum standard of behavior expected from employees when dealing with
stakeholders.
PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY
ASX Recommendation 8.1: The board of a listed entity should establish a remuneration committee:
• with at least three members the majority of which are independent directors
• chaired by an independent Director; and
• disclose the charter of the committee, the members of the committee and the number of times
the committee met throughout the period and member attendance at those meetings
The Company has not complied with this recommendation.
Given the present size and complexity of the Company the Board has not constituted a Remuneration
Committee.
ANNUAL REPORT 2017
51
CARAVEL MINERALS LIMITED
Corporate Governance Statement
ASX Recommendation 8.2: a listed entity should separately disclose its policies and practices
regarding the remuneration of non-executive directors and the remuneration of executive directors
and other senior executives
The Company has complied with this recommendation.
Directors are paid a fixed annual fee for their service to the Company as a Non-Executive Director. Non-
Executive Directors may, subject to shareholder approval, be granted equity based remuneration.
Executives of the Company typically receive remuneration comprising a base salary component and other
fixed benefits based on the terms of their employment agreements with the Company and potentially the
ability to participate in bonus arrangements and may, subject to shareholder approval, if appropriate, be
granted equity based remuneration.
ASX Recommendation 8.3: a listed entity which has an equity based remuneration scheme should
have a policy on whether participants are permitted to enter into transactions which limit the
economic risk of participating in the scheme and disclose the policy or a summary of that policy.
The Company has complied with this recommendation.
A participant in an equity based remuneration plan operated by the Company must not enter into a transaction
(whether through the use of derivatives or otherwise) which limit the economic risk of participating in the
equity based remuneration plan.
ANNUAL REPORT 2017
52
CARAVEL MINERALS LIMITED
ASX Additional Information – As at 25 September 2017
1. TWENTY LARGEST SHAREHOLDERS
The names of the twenty largest holders of each class of listed securities as at 25 September 2017 are listed below:
ORDINARY SHARES
Rank
Holder Name
Securities
%
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Capital Sanctuary Victoria P/L
AFR Australia PL
Hartree PL
J P Morgan Nominee Aust. Ltd
Eyeon Investments P/L
Caravel Employee Share P/L
Retzos Investments P/L
BNP Parabas Nominees P/L
Newstead South Holdings P/L
Clarson’s Boathouse P/L
Hilmer Group
Poustie Group
Healy Group
Glenlaren P/L
Goldfire Enterprises P/L
Corporate Property Services P/L
Barnes L A + Tabeart C F
Beebee Holdings P/L
Orbit Drilling P/L
Waratah Investments Ltd
6,766,163
5,985,886
4,808,182
4,041,498
3,927,528
3,695,244
3,266,900
3,224,026
3,073,282
2,866,623
2,473,594
2,432,422
2,418,021
2,000,000
1,654,024
1,631,783
1,500,000
1,309,676
1,278,102
1,012,094
7.90%
6.99%
5.61%
4.72%
4.58%
4.31%
3.81%
3.76%
3.59%
3.35%
2.88%
2.84%
2.83%
2.33%
1.93%
1.90%
1.75%
1.53%
1.49%
1.18%
Top 20 Total
Total Remaining Holders Balance
Total Shares on Issue
59,365,048
26,318,343
85,683,391
69.28%
30.72%
100.00%
2. DISTRIBUTION OF EQUITY SECURITIES
(a) Analysis of security by size holding as at 25 September 2017:
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
Number of Security Holders
Number of Securities Held
Ordinary Shares
62
69
87
221
81
520
18,716
222,972
681,115
7,808,449
76,952,139
85,683,391
(b) Number of holders of unmarketable parcels – Ordinary shares
Unmarketable Parcels (less than $500) – 171 based on a price of $0.064 per share
3. SUBSTANTIAL SHAREHOLDERS
The names of the substantial shareholders listed in the company’s register as at 25 September 2017 are:
Name
Capital Sanctuary Victoria P/L
AFR Australia P/L
Hartree P/L
Number of Shares Held
6,766,163
5,985,886
4,808,182
ANNUAL REPORT 2017
53
CARAVEL MINERALS LIMITED
ASX Additional Information – As at 25 September 2017
4. UNQUOTED SECURITIES
As at 25 September 2017, the following unquoted securities are on issue:
Unquoted Securities
Number on Issue
Number of Holders
$0.075 Options expiring 31/08/2019
$0.060 Options expiring 23/08/2020
$0.120 Options expiring 15/12/2018
$0.068 Options expiring 28/03/2020
$0.010 Options expiring 12/05/2020
Total unquoted securities
8,400,000
1,100,000
9,702,809
1,400,000
400,000
21,002,809
31
1
1
19
19
(1) No individual holder holds in excess of 20% of the issued securities
5. 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.
6. ON-MARKET BUY BACK
There is currently no on-market buy-back program for any of Caravel Minerals Limited’s listed securities.
ANNUAL REPORT 2017
54
CARAVEL MINERALS LIMITED
ASX Additional Information – As at 25 September 2017
7. TENEMENTS
The following tenements were held at 30 June 2017:
Prospect Name and Location
Tenements
Bryah (WA)
E51/1290
Calingiri (WA)
8. MINERAL RESOURCES
E70/2343
E70/2788, E70/2789, E70/3674, E70/3680, E70/3755,
E70/4476, E70/4517, E70/4674, E70/4675, E70/4676,
E70/4732, E70/4746, P70/1593
Ownership
Interest
92.5%
80%
100%
At 30 June 2016 the Company has an Indicated and Inferred Mineral Resource at its Calingiri Project of 251 million tonnes
at 0.34% Cu for 844,300 tonnes copper using a 0.25% Cu Cut-off (Indicated 187 million tonnes at 0.34% Cu for 626,300
tonnes copper and Inferred 64 million tonnes at 0.34% Cu for 218,000 tonnes copper). The maiden resource was
announced on 4 April 2016 and a subsequent Scoping Study was completed and released on 28 June 2016.
The Company engaged independent consultants to prepare the Resource estimate. In the course of doing so the
consultants have:
• Reviewed the Company’s assay and QA/QC data;
• Generated digital models that represent the interpreted geology, mineralisation and oxidisation profiles based
on drilling and geological information supplied by the Company;
• Completed statistical analysis and variography of economic elements;
• Estimated grades of economic elements using ordinary kriging and completed model validity checks;
• Classified the Mineral Resource estimate in accordance with the 2012 Edition of the JORC Code; and
• Reported the estimates and compiled supporting documentation in accordance with the 2012 Edition of the
JORC code guidelines.
Competent Person Statements
(see ASX Announcement
The information in this report that relates to the Calingiri Mineral Resource estimates is extracted from an ASX
JORC Resource”,
Announcement,
www.caravelminerals.com.au and www.asx.com.au ). The Company confirms that it is not aware of any new information
or data that materially affects the information included in the original market announcement and that all material
assumptions and technical parameters underpinning the Mineral Resource estimates in the relevant market
announcement continue to apply and have not materially changed. The Company confirms that the form and context in
which the Competent Person’s findings are represented have not been materially modified from the original market
announcement.
– 4 April 2016
“Calingiri Maiden
Production Targets and Financial Information
Information in relation to the Calingiri Project Scoping Study, including production targets and financial information,
included in this report is extracted from an ASX Announcement dated 28 June 2016, (see ASX Announcement - 28 June
2016, “Scoping Study Confirms Outstanding W.A. Copper Project”, www.caravelminerals.com.au and www.asx.com.au.”
The Company confirms that all material assumptions underpinning the production target and financial information set out
in the announcement released on 28 June 2016 continue to apply and have not materially changed.
ANNUAL REPORT 2017
55
CARAVEL MINERALS LIMITED