ELEMENTOS LIMITED
ABN 49 138 468 756
CONSOLIDATED FINANCIAL REPORT
FOR THE YEAR ENDED
30 JUNE 2018
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Contents
Cautionary Statements
Corporate Information
Review of Operations
Interests in Tenements (and Annual Mineral Resources and Ore Reserves Statement)
Directors’ Report
Auditor’s Independence Declaration
Shareholder Information
Corporate Governance Statement
Consolidated Statement of Profit or Loss and Other Comprehensive Income for the
Year Ended 30 June 2018
Consolidated Statement of Financial Position as at 30 June 2018
Consolidated Statement of Changes In Equity for the Year Ended 30 June 2018
Consolidated Statement of Cash Flows for the Year Ended 30 June 2018
Notes To The Consolidated Financial Statements for the Year Ended 30 June 2018
Directors’ Declaration
Independent Auditor’s Report
2
3
4
11
13
29
30
33
41
42
43
44
45
66
67
Page 1
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Cautionary Statements
Forward-looking statements
This document may contain certain forward-looking statements. Such statements are only predictions,
based on certain assumptions and involve known and unknown risks, uncertainties and other factors,
many of which are beyond the company’s control. Actual events or results may differ materially from the
events or results expected or implied in any forward-looking statement.
The inclusion of such statements should not be regarded as a representation, warranty or prediction with
respect to the accuracy of the underlying assumptions or that any forward-looking statements will be or
are likely to be fulfilled.
Elementos undertakes no obligation to update any forward-looking statement to reflect events or
circumstances after the date of this document (subject to securities exchange disclosure requirements).
The information in this document does not take into account the objectives, financial situation or particular
needs of any person or organisation. Nothing contained in this document constitutes investment, legal,
tax or other advice.
Mineral Resources and Ore Reserves
Elementos confirms that Mineral Resource and Ore Reserve estimates used in this document were
estimated, reported and reviewed in accordance with the guidelines of the Australian Code for the
Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC Code) 2012 edition.
Elementos confirms that it is not aware of any new information or data that materially affects the Mineral
Resource or Ore Reserve information included in the following announcements:
•
•
•
•
“Cleveland Open Pit - High-Grade Mineral Resource Defined” announced on 3 March 2015;
“Cleveland Tailings Ore Reserve” released on the 3 August 2015;
“Cleveland Open Pit study adds $21m to cash flow” released on 20 August 2015; and
“Underground study doubles life of Tasmanian mine and adds $90 in pre-tax cash” released on 1
September 2015
The Company also confirms that all material assumptions and technical parameters underpinning the
estimates in the Cleveland Mineral Resources and Reserves continue to apply and have not materially
changed. Elementos also confirms the form and context in which the Competent Person’s findings are
presented have not been materially modified from the dates of the announcements.
A separate Competent Person sign-off for the Annual Mineral Resources and Ore Reserves Statement is
set out in the Interests in Tenements section of this report.
Scoping study results and mining inventories
The scoping studies referred to in this document are based on a low-level technical and economic
assessment, which are insufficient to support estimation of Ore Reserves, or to provide assurance of an
economic development case at this stage, or to provide certainty that the conclusions of the scoping
studies will be realised.
Elementos advises that the scoping study results are partly drawn from Inferred Resources. There is a low
level of geological confidence associated with Inferred Mineral Resources and there is no certainty that
further exploration work will result in the conversion of Inferred Mineral Resources to Indicated Mineral
Resources or that the production target itself will be realised.
The term “mining inventory” is used to describe Indicated and Inferred Mineral Resource within the mine
design. Whereas an Ore Reserve, as defined by the JORC code (2012 Edition), must be based on a study
at pre-feasibility study level or better and must not include Inferred Mineral Resources. As such, no Ore
Reserve can be publicly declared on the basis of these scoping studies.
Page 2
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Corporate Information
Directors and Company Secretary
Mr Andy Greig (Non-executive Chairman)
Mr Christopher Dunks (Executive Director)
Mr Calvin Treacy (Non-executive Director)
Mr Corey Nolan (Non-executive Director, Chairman of the Audit and Risk Committee)
Mr Duncan Cornish (Company Secretary)
Head Office and Registered Office
Elementos Limited
Level 10, 110 Market Street
Brisbane QLD 4000
Tel: +61 7 3212 6299
Fax: +61 7 3212 6250
www.elementos.com.au
Auditor
BDO Audit Pty Ltd
Level 10, 12 Creek Street
Brisbane QLD 4000
Tel: +61 7 3237 5999
Fax: +61 7 3221 9227
www.bdo.com.au
Share Registry
Boardroom Pty Limited
Level 12, 225 George Street
Sydney NSW 2000
Tel: 1300 737 760
Fax: 1300 653 459
www.boardroomlimited.com.au
Stock Exchange Listing
Australian Securities Exchange Ltd
ASX Code: ELT
Australian Business Number
49 138 468 756
Solicitor
HopgoodGanim Lawyers
Level 8, Waterfront Place
1 Eagle Street
Brisbane QLD 4000
Tel: +61 7 3024 0000
Fax: +61 7 3024 0300
www.hopgoodganim.com.au
Banker
National Australian Bank Limited
Level 19, 259 Queen Street
Brisbane QLD 4000
Page 3
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Review of Operations
The Company’s strategy is to create sustainable shareholders value through the development of a
portfolio of tin assets. Excellent progress was made at Cleveland with the completion of the first drilling
program since the project acquisition more than seven years ago. A new resource estimate is being
compiled and will be released to the market shortly, potentially paving the way to move towards the
development of a small-scale open cut and tailings retreatment processing facility. Further
metallurgical testing is planned to examine opportunities for enhancing the project economics.
The Company recently announced the implementation of a new corporate strategy to create a
robust portfolio of tin assets, at various stages of development, through the acquisition of the Oropesa
tin project in Spain and Temengor tin project in Malaysia.
The Company believes Oropesa is one of the best undeveloped tin resources in the Western World.
Attractions include, a large JORC Mineral Resource based on more than 54,000 metres of drilling,
open-cut mining potential, simple metallurgy and processing, access to development infrastructure,
support from local stakeholders and in a top-rated mining jurisdiction. A Feasibility Study is in progress,
Environmental Studies complete and a Mining Licence Application lodged.
A Memorandum of Understanding was signed with a private Malaysian Company, Empire Tin Mining
Sdn Bhd, to negotiate a joint venture on the Temengor Tin Project in northern peninsular Malaysia.
The Temengor tin project is centred on the historical Temengor tin mine which only operated for a
small period of time from 1926 to 1932. The Company believes through the application of modern
exploration techniques it can define new resources.
The fundamentals for the global tin industry remain robust, and this has translated into steady LME tin
pricing between of between US$18,800 and US$22,000 per tonne during the reporting period. The
price outlook remains robust with tin playing an important role in the strongly growing energy storage
industries and supply constrained by the lack of new high-quality development projects.
It’s an exciting time to be a Shareholder of Elementos. The Oropesa Tin Project in Spain provides a
solid platform from which the Company can move from explorer to producer quickly. The addition
of the Temengor project in Malaysia adds strength to the Company’s project portfolio, with the
potential for the project to meet the future increasing global demand for tin.
CLEVELAND PROJECT – TASMANIA
The Cleveland Project is located at Luina about 80 kilometres from Burnie in north-western Tasmania.
The tin province in northwest Tasmania hosts some of the world’s highest grade and most productive
tin mines, including Renison Bell, Mt. Bischoff and Cleveland. The region has well-developed
infrastructure and a strong mining culture. The site is linked to Burnie Port by sealed roads. Accessible
power runs through the Cleveland exploration licence area.
Cleveland hosts tin and copper mineralisation in tailings, open cut and underground Mineral
Resources, and a separate tungsten Mineral Resource. The Company has completed a number of
studies assessing the potential of developing these resources.
During 2017/18, the Company’s focus was to target potential extensions to the existing open cut
Mineral Resource (800,000t @ 0.81% Sn and 0.27% Cu) through a new drilling programme. The
Company believes a larger resource base would substantially improve the economic returns and
lower the risk profile of the project. The Company’s objective is to move towards production and
cash flow, through a low-capital, staged development strategy. The initial focus is to develop the
open-cut and tailings Mineral Resources and Ore Reserves, and then transition to underground
mining once cash flows have been established.
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ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Review of Operations
The Company completed the diamond drilling programme in the first quarter of 2018. The diamond
drilling programme forms part of the first exploration programme carried out at Cleveland since the
underground mine closed in 1986. Nineteen diamond drill holes were completed during the
programme, for a total of 1676 metres. Eighteen of the drill holes were targeted at extensions to the
existing open cut resource, including testing new ground magnetic anomalies for mineralisation. One
drill hole (C2116) was planned as a metallurgical test work sample hole.
Figure 1. Cleveland project strategically
located close to infrastructure in a world
class tin mineralisation district
Figure 2. 2017-18 Diamond Drilling
Programme Drill Hole Location Plan-overlying
Total Intensity Ground Magnetic Survey Data
Table 1. Cleveland Diamond Drilling Programme – Significant Mineralised Intercepts
Page 5
IDEasting GDA94Northing GDA94RLAzimuth TrueDipTotal Depth TargetResultsC21023650455406939406312-1567.9Khaki's Lode3.9m @ 0.49% Sn & 0.15% Cu from 32.1m, and 4.5m @ 0.05% Sn & 0.05% Cu from 51mC21043649765406858369312-40107.7Khaki's Lode3.9m @ 0.78% Sn & 0.25% Cu from 67.1mC21063651575406885372312-3060Hall's Lode1m @ 0.59% Sn & 0.72% Cu from 44.5m, and 0.5m @0.49% Sn & 0.05% Cu from 74.2mC21073652255407047454312-30101.2Henry's Lode2m @ 0.61% Sn & 0.34% Cu from 74.2mC21083651865406794313312-4584.5Battery's Lode8m @ 0.05 Sn from 57m & 2m @ 0.49% Cu from 61.5mC21093651625406762314312-5597.4Battery's Lode0.9m @ 0.48% Sn & 0.08% Cu from 50.7mC21133654535407198426330-598.3Extension of Henry's and Khaki Lode3m @ 2.21% Sn & 0.27% Cu from 75mC21153651255407053461132-6074.4Khaki's Lode12.7m @ 0.15% Sn, 2.04% Zn & 0.14% Cu from 61.3m, inc. 1.5m @ 0.83% Sn, 10.36% Zn & 0.76% Cu from 61.3mC21163651115406974415336-386.3Khaki's LodeMetallurgical sample. Series of ore lenses from 32.5 - 68m
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Review of Operations
Figure 3. 2018 Diamond Drilling programme showing Mineralised Intercepts
The results of the drilling program are outlined in Table 1. The Company is nearing completion of a
detailed review of the Cleveland Mineral Resource estimate, which includes incorporating
information collected during the recently completed diamond drilling programme.
The Cleveland Project will continue to be steadily progressed towards development with the next
phases of work including completion of a metallurgical test work programme on hard rock samples
(last carried out in 1986), the assessment of the potential for a larger initial open pit operation, the
design and location of a new tailings storage facility and detailed financial modelling of a ‘life of
mine’ combined open pit – tailings – underground operation as a preclude to commencing a
detailed feasibility study.
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ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Review of Operations
Open Pit Tin-Copper Mineral Resource (at 0.35% Sn cut-off)
NOTE: this Open Pit Tin-Copper Mineral Resource is a sub-set of the Total Tin-Copper Mineral Resource noted below
Category
Indicated
Inferred
Tonnage
Sn Grade
Contained Sn
Cu Grade
Contained Cu
0.80 Mt
0.01 Mt
0.81%
0.99%
6,500t
140t
0.27
0.34
2,300t
50t
Table subject to rounding errors; Sn = tin, Cu = copper
Total Tin-Copper Mineral Resource (at 0.35% Sn cut-off)
Category
Indicated
Inferred
Tonnage
Sn Grade
Contained Sn
Cu Grade
Contained Cu
5.00 Mt
2.44 Mt
0.69%
0.56%
34,500t
13,700t
0.28%
0.19%
14,000t
4,600t
Table subject to rounding errors; Sn = tin, Cu = copper
Tailings Ore Reserve (at 0% Sn cut-off)
Category
Probable
Tonnage
Sn Grade
Contained Sn
Cu Grade
Contained Cu
3.7 Mt
0.29%
11,000t
0.13%
5,000t
Table subject to rounding errors; Sn=tin, Cu=copper
Underground Tungsten Mineral Resource (at 0.20% WO3 cut-off)
Category
Inferred
Tonnage
4 Mt
WO3 Grade
0.30%
Table subject to rounding errors; WO3 = tungsten oxide
This information on the tungsten resource was prepared and first disclosed under the JORC Code 2004. It has
not been updated since to comply with the JORC Code 2012 on the basis that the information has not
materially changed since it was last reported.
Table 2. Cleveland Mineral Resources and Ore Reserves
OROPESA TIN PROJECT - SPAIN
The Company announced on the 31st July 2018 that it had signed a binding Heads of Agreement
with Eurotin Limited (TSX-V: TIN) to acquire 96% of the Oropesa Tin Project located in Spain (Oropesa).
The Company believes Oropesa to be one of the best undeveloped tin resources in the Western
World. Attractions include;
• a large JORC Mineral Resource of 67,520t of contained tin based on more than 54,000 metres
of drilling,
• open-cut mining potential,
• a well established metallurgical processing flowsheet has been developed with recoveries of
74% to a high grade concentrate containing 62% tin,
• access to development infrastructure, and
•
support from local stakeholders.
A Feasibility Study is in progress, Environmental Studies are complete and a Mining Licence
Application has been lodged with the regional authorities.
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ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Review of Operations
The acquisition of Oropesa represents an excellent strategic fit with the organisations core capability
of developing mining projects, with specific emphasis on its experience in tin. Oropesa is a near-term
development project and cash flow generation opportunity, being acquired at a very attractive
valuation. The Company believes it will create significant share value-uplift potential for shareholders
as the project is well advanced towards development.
The Oropesa tin project contains a JORC compliant Measured, Indicated and Inferred Resource of
67,520 tonnes of tin (see Table 3). The Company believes there is potential to identify other resources
in the tenement package and expand the scale of the project in the future.
Figure 4. Location Plan for Oropesa in Spain
Oropesa Global Mineral Resource Estimate (0.15% Sn cut-off)
Category
Measured
Indicated
Inferred
Tonnage
0.33 Mt
9.01 Mt
3.20 Mt
Sn Grade
Contained Sn
1.09%
0.53%
0.52%
3,585t
47,320t
16,615t
Table 3. Oropesa Mineral Resource Estimate
TEMENGOR TIN PROJECT - MALAYSIA
On the 21st June 2018 the Company signed a non-binding Memorandum of Understanding (MOU)
with Empire Tin Mining Sdn Bhd (Empire) The MOU provides exclusivity to negotiate a Farm-in and
Joint Venture Agreement on the Temengor Tin Project in the state of Perak, Malaysia. The Temengor
Tin Project is an exploration and development project centred on the historical Temengor Tin Mine,
which is located approximately 250 kilometres to the north of Kuala Lumpur.
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ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Review of Operations
Figure 5. Location of the Temengor Tin Project, Malaysia
The Temengor Mine was operated as a hydraulic eluvial mining operation between 1926 and 1932
by the London Stock Exchange listed Temengor Tin Mining Company Limited. Up to ten monitors
(water jets) were used to remove deeply weathered granite which contained sheeted quartz veins
that contained tin mineralisation in the form of cassiterite. The tin was extracted from the material
removed by hydraulic mining by a series of sluices or ‘palongs’. A conversion to hard rock mining was
planned to commence in the early 1930’s but was unsuccessful due to a shortage of capital during
the Great Depression. Archived records indicate that all hard rock exploration activities on the
Temengor project area ceased in 1937. Exploration and mining activity in the Temengor region
became dormant during World War 2 and subsequent years due to adverse security conditions up
until the 1980’s. Road access to the region was cut-off by the construction of the Temengor Dam in
1978. The project area is covered by two exploration licences that cover a total area of 1950
hectares. Empire has exclusive rights to the transfer of the two exploration licences from Menteri Besar
Incorporated, a Perak State owned investment corporation.
The Temengor project has similar geological characteristics as the Rahman Hydraulic Tin Mine, which
is 50 kilometres to the northwest of Temengor. Rahman Hydraulic is one of the few mines in Malaysia
that converted from hydraulic to hard rock mining and is still operating today after 100 years of
operations, producing 2,200 tonnes of tin in concentrate in 2017.
The Directors believe the Temengor region has the potential to contain a significant hard rock tin
deposit and have dedicated a considerable amount of resources to researching this historical mine
site. The Company will leverage its significant experience and expertise in tin exploration and
development developed at Cleveland and apply it to the Temengor project on completion of the
Joint Venture documentation.
Page 9
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Review of Operations
Figure 6. Historical eluvial workings at Temengor, Malaysia
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ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Interests in Tenements
(and Annual Mineral Resources and Ore Reserves Statement)
Elementos Limited held the following interests in tenements as at the date of this report:
Tenement Name
Tenement Number
Area (Hectares)
Elementos Interest
Cleveland
EL7/2005
5,993
100%
Location of
Tenements
Tasmania
A summary of the Group’s annual review of its ore reserves and mineral resources of its Cleveland
project located in Tasmania at 30 June 2018 compared to 30 June 2017 is set out below.
Open Pit Tin-Copper Mineral Resource (at 0.35% Sn cut-off)
NOTE: this Open Pit Tin-Copper Mineral Resource is a sub-set of the Total Tin-Copper Mineral
Resource noted above
30 June 2017 and 30 June 2018 – unchanged
Category
Tonnage
Sn Grade
Contained Sn Cu Grade
Contained Cu
Indicated
0.8 Mt
Inferred
0.01 Mt
0.81%
0.99%
6,500t
140t
0.27
0.34
2,300t
50t
Table subject to rounding errors; Sn = tin, Cu = copper
Total Tin-Copper Mineral Resource (at 0.35% Sn cut-off)
30 June 2017 and 30 June 2018 – unchanged
Category
Tonnage
Sn Grade
Contained Sn
Cu Grade
Contained Cu
Indicated
Inferred
5.0 Mt
2.4 Mt
0.69%
0.56%
34,500t
13,700t
0.28%
0.19%
14,000t
4,600t
Table subject to rounding errors; Sn = tin, Cu = copper
Underground Tungsten Mineral Resource (at 0.20% WO3 cut-off) 1
30 June 2017 and 30 June 2018 – unchanged
Category
Inferred
Tonnage
4 Mt
Table subject to rounding errors; WO3 = tungsten oxide
Tailings Ore Reserve (at 0% Sn cut-off) 2
30 June 2017 and 30 June 2018 – unchanged
WO3 Grade
0.30%
Category
Tonnage
Sn Grade
Contained Sn Cu Grade
Contained Cu
Probable
3.7 Mt
0.29%
11,000t
0.13%
5,000t
Table subject to rounding errors; Sn = tin, Cu = copper
1 This information was prepared and first disclosed under the JORC Code 2004. It has not been updated since to comply
with the JORC Code 2012 on the basis that the information has not materially changed since it was last reported.
2 Announced per the JORC Code 2012 on 3 August 2015 “Cleveland Tailings Ore Reserve”
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ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Interests in Tenements
(and Annual Mineral Resources and Ore Reserves Statement)
The Group confirms that it is has obtained new information or data (since 30 June 2018) that
materially affects the Mineral Resources and Ore Reserves set out above, however the assessment
of the changes to the Mineral Resources and Reserves was ongoing at the time of writing and was
not completed in time to be included in this report.
The Group regularly reviews its Mineral Resources and Reserves to assess their reasonableness,
engaging suitably qualified competent person/s where required. A summary of the governance and
controls applicable to the Group’s Mineral Resources and Reserves processes is as follows:
• Review and validation of drilling and sampling methodology and data spacing, geological
logging, data collection and storage, sampling and analytical quality control;
• Geological interpretation — review of known and interpreted structure, lithology and
weathering controls;
• Estimation methodology —
relevant to mineralisation style and proposed mining
methodology;
• Comparison of estimation results with previous mineral resource models, and with results using
alternate modelling methodologies;
• Visual validation of block model against raw composite data; and
• Peer review by senior company personnel and independent consultants as required.
This Annual Mineral Resources and Ore Reserves Statement:
•
is based on, and fairly represents, information and supporting documentation prepared by
the competent person (referred to on page 2); and
• has been approved by Mr Chris Creagh who is a Member of the Australasian Institute of
Mining and Metallurgy and is the Chief Executive Officer of Elementos Ltd. Mr Creagh is
qualified geologist with sufficient experience which is relevant to the style of mineralisation
and type of deposit under consideration and to the activity which he is undertaking, to qualify
as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting
of Exploration Results, Mineral Resources and Ore Reserves”. Mr Creagh has approved the
Annual Mineral Resource and Ore Reserve Statement in the form and context in which it
appears in this Annual Report.
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ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Directors’ Report
The directors submit their report on the consolidated entity (“Group”) consisting of Elementos Limited
and the entities it controlled at the end of, and during, the financial year ended 30 June 2018.
Directors
The following persons were directors of Elementos Limited during the financial year and up to the
date of this report, unless otherwise stated:
Mr Andy Greig
Mr Chris Dunks
Mr Corey Nolan
Mr Calvin Treacy
Information on Directors
The board has a strong combination of technical, managerial and capital markets experience.
Expertise and experience includes operating and mineral exploration in Australia. The names and
qualifications of the current directors are summarised as follows:
Andy Greig
Non- Executive Chairman
Mr Greig (GDipBus (Monash); Fellow, ATSE) recently retired from a 35-year career with Bechtel Group,
Inc., the globally renowned engineering, construction and project management company. Mr Greig
was a director of Bechtel Group, Inc., and for 13 years through 2014; the President of its Mining and
Metals Global Business Unit.
Mr Greig has deep experience in the engineering and construction of large mining and minerals
processing projects around the world. He is a business graduate of Monash University, and a Fellow
of the Australian Academy of Technological Sciences and Engineering.
Mr Greig has not held any other (ASX listed) directorships in the last three years.
Chris Dunks
Executive Director
Mr Dunks (BEng (Mech), GAICD) is currently the Managing Director of Synergen Met Pty Ltd, a
Brisbane-based company that is commercialising novel minerals processing technology.
Mr Dunks was a Founder and Managing Director of Rockwell Minerals Pty Ltd, the company that
merged with Elementos in 2013, and negotiated the original deal to purchase the Cleveland
Project. Mr Dunks’s experience over the last 20 years has been dominated by working on major
minerals processing, refining and power projects both in Australia and the USA.
Mr Dunks’s experience has been in mechanical design, construction management and supervision,
project controls, project management, contract negotiation, business development and new
technology commercialisation. He has worked extensively with Bechtel, Worley Parsons, SNC Lavalin
and Jacobs (Aker Kvaerner).
Mr Dunks was originally appointed as a Non-Executive Director of Elementos in November 2015.
Following the resignation of the Company’s CEO in July 2016, Mr Dunks continued the Company’s
permitting and partnering process in an Executive Director capacity.
Mr Dunks is a member of the Audit and Risk Committee.
Mr Dunks has not held any other (ASX listed) directorships in the last three years.
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ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Directors’ Report
Corey Nolan
Non-executive Director
Mr Nolan (BCom, MMEE, Graduate of AICD) has 20 years of diverse experience in the resources
sector. This has included experience in mining operations, global resource evaluation, and the
financing and development of new opportunities in Australia, South Africa, Asia and South America.
Mr Nolan is a qualified mineral economist. He has held specialist roles as an equities analyst in the
mining and natural resources sector of stock broking firms Morgan Stanley and Wilson HTM. During
this period, he undertook detailed coverage of the Australian and global resources sector including
the commodities market.
Mr Nolan has been a Director at PWC in the corporate finance and valuations practice, specialising
in resources industry valuations for Australian and global resources firms.
Mr Nolan is a member of the Audit and Risk Committee.
During the past three years, Mr Nolan has also served as a director of ASX listed companies Leyshon
Resources Limited (February 2014 to August 2018) and Platina Resources Limited (August 2018 to
current).
Calvin Treacy
Non-executive Director
Mr Treacy (BEng, MBA, MAICD) has over 20 years senior management experience in mining, mining
technology and manufacturing. He has a strong track record of founding and growing companies,
and brings a wealth of experience in the areas of strategic planning and capital raising.
Mr Treacy is a qualified Mechanical Engineer and holds a Masters of Business Administration, with
extensive experience across a range of industries and positions.
Mr Treacy has worked in a range of roles including Non-executive Director, Chief Executive Officer,
Chief Operating Officer and Production Manager, providing a blend of experience from hands-on
management through to executive oversight and strategic management.
Mr Treacy is a member of the Audit and Risk Committee.
Mr Treacy has not held any other (ASX listed) directorships in the last three years.
Company Secretary
Duncan Cornish held the position of Company Secretary during the financial year and up to the date
of this report. Mr Cornish is a Chartered Accountant with significant experience as public company
CFO and Secretary, focused on junior resource companies, as well as financial, administration and
governance.
Mr Cornish is an accomplished and highly efficient corporate administrator and manager. Duncan
has more than 20 years’ experience in the accountancy profession both in England and Australia,
mainly with the accountancy firms Ernst & Young and PricewaterhouseCoopers.
He has extensive experience in all aspects of company financial reporting, corporate regulatory and
governance areas, business acquisition and disposal due diligence, capital raising and company
listings and company secretarial responsibilities, and serves as corporate secretary and chief
financial officer of several Australian and Canadian public companies.
Mr. Cornish holds a Bachelor of Business (Accounting) and is a member of the Chartered
Accountants Australia and New Zealand.
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ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Directors’ Report
Interests in Securities
As at the date of this report, the interests of each director in shares and options issued by the
Company are shown in the table below:
Directors
A. Greig
C. Dunks
C. Nolan
C. Treacy
Principal Activities
Shares
Options
272,226,820
19,687,505
4,737,486
28,000,004
-
-
-
-
The principal activity of the Group during the year was project development in Australia. The Group
is developing the Cleveland tin-copper-tungsten Project through a staged, low-capital development
strategy, which minimises upfront capital, with cash flow funding future stages. This ensures maximum
benefit from capital expenditure, delivering optimal value to shareholders.
Operating Results
The Group’s operating loss for the financial year, after applicable income tax was $819,933 (2017:
$769,493).
Dividends Paid or Recommended
There were no dividends paid or recommended during the financial year.
Review of Operations
Information on the operations of the Group during the financial year and up to the date of this
report is set out separately in the Annual Report under Review of Operations.
Review of Financial Condition
Capital Structure
At 30 June 2017, the Company had 949,297,823 ordinary shares and 20,300,000 unlisted options on
issue.
Between 9 August 2017 and 21 August 2017, 237,324,642 shares were issued pursuant to the rights
issue announced on 29 June 2017 and 337,324,642 unlisted options (exercisable at 0.60 cents per
option expiring on 30 June 2018) were issued pursuant to the placement and rights issue announced
on 29 June 2017.
On 21 August 2017 45,371,137 unlisted options (exercisable at 0.60 cents per option expiring on 30
June 2018) were exercised in to 45,371,137 shares.
Between 30 August 2017 and 7 February 2018, 51,833,622 unlisted options (exercisable at 0.60 cents
per option expiring on 30 June 2018) were exercised in to 51,833,622 shares.
On 9 February 2018 30,000,000 Performance Rights were issued to Chris Creagh, CEO, for nil
consideration.
Page 15
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Directors’ Report
On 20 March 2018 9,300,000 unlisted options (exercisable at $0.02956 each) expired.
Between 26 April 2018 and 30 June 2018 a further 48,185,686 unlisted options (exercisable at 0.60
cents per option expiring on 30 June 2018) were exercised in to 48,185,686 shares. The balance of
the ($0.60 cent) options on issue (186,616,145) expired on 30 June 2018.
At 30 June 2018, the Company had 1,332,012,910 ordinary shares, 11,000,000 unlisted (ESOP) options
and 30,000,000 performance rights on issue.
On 4 July 2018, 5,318,052 unlisted options (exercisable at 0.60 cents per option expiring on 30 June
2018) were exercised in to 5,318,052 shares. An option exercise form, plus the required exercise funds
funds for the options exercised, were received prior to 30 June 2018 (the expiry date of the options).
On 31 July 2018 1,000,000 unlisted options exercisable at $0.01165 each expired.
As at the date of this report, the Company had 1,337,330,692 ordinary shares, 10,000,000 unlisted
options and 30,000,000 performance rights on issue.
Financial Position
At 30 June 2018, the Group’s net assets totalled $6,212,845 (2017: $4,795,541) which included cash
assets of $936,562 (2017: $655,868). The movement in net assets largely resulted from the following
factors:
• Operating losses of $819,933; and
• Equity raisings totalling $2,296,291 (before costs) and receipt of ATO R&D refunds of $144,641
during the period were partially offset by cash outflows from operating activities ($740,421)
and cash outflows on exploration and evaluation assets ($719,461).
Throughout the year the Group focussed on:
• progressing environment approvals and mining licences;
• completing
required
technical studies
corporate/project funding; and
to attract suitable project partner/s and
• exploring innovative ways of enhancing the value of the Group’ Cleveland Project
This focus resulted in sourcing additional equity funding to progress the Cleveland Project, repay
borrowings and investigate additional tin projects.
The Group’s working capital, being current assets less current liabilities has increased from $42,319 in
2017 to $874,884 in 2018, principally due to the additional equity raisings (reduced by ongoing
exploration expenditure and repayment of borrowings).
Treasury policy
The Group does not have a formally established treasury function. The Board is responsible for
managing the Group’s finance facilities. The Group does not currently undertake hedging of any
kind and is not directly exposed to material currency risks.
Liquidity and funding
Following the capital raisings and debt reduction completed between June and August 2017, the
Group has sufficient funds to finance its operations and exploration activities, and to allow the Group
to take advantage of favourable business opportunities, not specifically budgeted for, or to fund
unforeseen expenditure.
Page 16
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Directors’ Report
Significant Changes in State of Affairs
There were no significant changes in the state of affairs of the Group in the financial year.
Events After Reporting Date
On 31 July 2018, the Company announced (in separate announcements) that:
•
•
it had signed a binding Heads of Agreement (HoA) with Eurotin Limited (TSX-V: TIN) (Eurotin)
to acquire the 96% owned Oropesa Tin Project located in Spain (Oropesa); and
the Company has received binding commitments for a private placement to raise $1.2 million
at $0.006 per share (Placement) to support the completion of the Orepsa transaction and
general working capital purposes.
The Company believes Oropesa is one of the best undeveloped tin resources in the Western World.
Attractions include, a large JORC Mineral Resource based on more than 54,000 metres of drilling,
open-cut mining potential, simple metallurgy and processing, access to development infrastructure,
and support from local stakeholders. A Feasibility Study is in progress, Environmental Studies complete
and a Mining Licence Application lodged.
The acquisition represents an excellent strategic fit with the organisations core capability of
developing tin projects, a fundamental driver of Eurotin’s decision to partner with Elementos to deliver
the Oropesa project.
Oropesa is a near-term development project and cash flow generation opportunity, being acquired
at a very attractive valuation. The Company believes it will create significant share value-uplift
potential for shareholders as the project is well advanced towards development.
Consideration for the acquisition is the issue of one billion fully paid Elementos shares which are to be
distributed pro-rata to Eurotin’s shareholders. The transaction is subject to completion of due
diligence and shareholder approvals. The Company expects to complete its due diligence enquires
by 5 October 2018 and proceed to progress the various regulatory and shareholders approvals
necessary to complete the acquisition.
The Company also expects to complete the Placement to sophisticated investors by 5 October 2018
using the Company’s existing placement capacity under the ASX Listing Rules.
Other than the events noted above, there are no other matters or circumstances that have arisen
since the end of the year which significantly affected or may significantly affect the operations of
the Group, the results of those operations, or the state of affairs of the Group in future financial years.
Business Results
The prospects of the Group in progressing their exploration projects in Tasmania may be affected by
a number of factors. These factors are similar to most exploration companies moving through
exploration phase and attempting to get projects into development. Some of these factors include:
▪ Exploration - the results of the exploration activities may be such that the estimated resources
are insufficient to justify the financial viability of the projects. Elementos undertakes extensive
exploration and product quality testing prior to establishing JORC compliant resource
estimates and to (ultimately) support mining feasibility studies. The Company engages
external experts to assist with the evaluation of exploration results where required and utilises
third party competent persons to prepare JORC resource statements or suitably qualified
senior management of the Company. Economic feasibility modelling of projects will be
conducted in conjunction with third party experts and the results of which will usually be
subject to independent third party peer review
Page 17
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Directors’ Report
▪ Regulatory and Sovereign - the Company currently operates in Australia and deals with local
regulatory authorities in relation to the exploration of its properties. The Company may not
achieve the required local regulatory approvals to continue exploration or properly assess
development prospects. The Company takes appropriate legal and technical advice to
ensure it manages its compliance obligations appropriately.
▪
Social Licence to Operate – the ability of the Company to secure and undertake exploration
and development activities within prospective areas is also reliant upon satisfactory resolution
of native title and (potentially) overlapping tenure. To address this risk, the Company
develops strong, long term effective relationships with landholders with a focus on developing
mutually acceptable access arrangements. The Company takes appropriate legal and
technical advice to ensure it manages its compliance obligations appropriately.
▪ Environmental - All phases of mining and exploration present environmental risks and hazards.
Elementos’s operations in Australia are subject to environmental regulation pursuant to a
variety of state and municipal laws and regulations. Environmental legislation provides for,
among other things, restrictions and prohibitions on spills, releases or emissions of various
substances produced in association with mining operations. Compliance with such legislation
can require significant expenditures and a breach may result in the imposition of fines and
penalties, some of which may be material. Environmental legislation is evolving in a manner
expected to result in stricter standards and enforcement, larger fines and liability and
potentially increased capital expenditures and operating costs. Environmental assessments
of proposed projects carry a heightened degree of responsibility for companies and
directors, officers and employees. The Company assesses each of its projects very carefully
with respect to potential environmental issues, in conjunction with specific environmental
regulations applicable to each project, prior to commencing field exploration. Periodic
reviews are undertaken once field exploration commences.
▪
Safety - Safety is of critical importance in the planning, organisation and execution of
Elementos’s exploration and development activities. Elementos is committed to providing
and maintaining a working environment in which its employees are not exposed to hazards
that will jeopardise an employee’s health, safety or the health and safety of others associated
with our business. Elementos recognise that safety is both an individual and shared
responsibility of all employees, contractors and other persons involved with the operation of
the organisation. The Company has a comprehensive Safety and Health Management
system which is designed to minimise the risk of an uncontrolled safety and health event and
to continuously improving safety culture within the organisation.
▪
Funding - the Company will require additional funding to continue exploration and potentially
move from the exploration phase to the development phases of its projects. There is no
certainty that the Company will have access to available financial resources sufficient to
fund its exploration, feasibility or development costs at those times.
▪ Market - there are numerous factors involved with exploration and early stage development
of its projects, including variance in commodity price and labour costs which can result in
projects being uneconomical.
Page 18
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Directors’ Report
Environmental Issues
The Group is subject to significant environmental regulations under the laws of the Commonwealth
of Australia and states of Australia in which the Group currently operates.
The directors monitor the Group’s compliance with environmental obligations. The directors are not
aware of any compliance breach arising during the year and up to the date of this report.
Native Title
Mining tenements that the Group currently holds, are subject to Native Title claims. The Group has a
policy that is respectful of the Native Title rights and is continuing to negotiate with relevant
indigenous bodies.
Remuneration Report (Audited)
This report details the nature and amount of remuneration for each director and other key
management personnel.
The names of key management personnel of Elementos Ltd who have held office during the financial
year are:
Andy Greig
Director – Non-executive Chairman
Chris Dunks
Director – Executive
Corey Nolan
Director - Non-executive
Calvin Treacy
Director - Non-executive
Chris Creagh
Chief Executive Officer
Duncan Cornish
Chief Financial Officer and Company Secretary
The Group’s remuneration policy seeks to align director and executive objectives with those of
shareholders and business, while at the same time, recognising the early development stage of the
Group and the criticality of funds being utilised to achieve development objectives. The board
believes the current policy has been appropriate and effective in achieving a balance of these
objectives.
The Group’s remuneration policy provides for long-term incentives to be offered through a director
and employee share option plan and also through a performance rights plan (approved at the
Company’s 2017 AGM). Options may be granted under these plans to align directors’, executives’,
employees’ and shareholders’ interests. Two methods may be used to achieve this aim, the first being
performance rights and options that vest upon reaching or exceeding specific predetermined
objectives, and the second being options granted with higher exercise prices (than the share price
at issue) rewarding share price growth.
The board of directors is responsible for determining and reviewing the Group’s remuneration policy,
remuneration levels and performance of both executive and non-executive directors. Independent
external advice will be sought when required. No independent external advice was sought during
the current year.
Page 19
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Directors’ Report
Performance-Based Remuneration
Performance-based remuneration includes both short-term and long-term incentives and is designed
to reward key management personnel for reaching or exceeding specific objectives or as
recognition for strong individual performance. Short-term incentives are available to eligible staff of
the Group and may be comprised of cash bonuses, determined on a discretionary basis by the
board. No short-term incentives were made available during the year.
Long-term incentives are comprised of share options and performance rights, which are granted
from time-to-time to encourage sustained strong performance in the realisation of strategic
outcomes and growth in shareholder value.
The exercise price of the options is determined after taking into account the underlying share price
performance in the period leading up to the date of grant and if applicable, performance conditions
attached to the share options. Subject to specific vesting conditions, each option is convertible into
one ordinary share.
Chris Creagh (CEO) was issued with 30,000,000 Performance Rights for nil consideration on 9 February
2018, pursuant to Board approval and the shareholder approved Performance Rights Plan. Each
Performance Right carries the right to one Elementos Limited ordinary share, subject to satisfaction
of certain performance hurdles/vesting conditions. The performance period for the performance
rights expires on 30 June 2020.
Performance Rights shall be divided into tranches of the amounts set out in Column 1, vesting on
satisfaction of conditions set out in Column 2:
Column 1
Column 2
(1) 4,000,000
On continuous employment with the Company until 31 March 2018
(2) 2,000,000
On successful completion of the Definitive Feasibility Study
(3) 3,000,000
On continuous employment with the Company until 1 January 2019
(4) 3,000,000
On final approval of Environmental Permitting by any relevant authority
(5) 4,000,000
On completion of a capital raising (debt or equity, or a combination)
sufficient to fund construction of a project and Elementos' corporate costs
(6) 4,000,000
On continuous employment with the Company until 1 January 2020
(7) 10,000,000 On the commissioning of a process plant that uses the low concentrate,
roasting, leaching and electrowinning technology introduced to Elementos
and reaching 80% of planned monthly production rate for a period of 3
months at any site operated by Elementos
Note: If the technology referred to in Tranche 7 is not implemented, Tranche 7 is subject to change
by Elementos at its sole discretion.
If a vesting condition is satisfied after the Employee's employment ends, the Board may in its absolute
discretion (acting reasonably) assess and rate the Employee's performance or contribution toward
the satisfaction of a vesting condition ('Performance Rating') in which event the Performance Rights
for that Tranche will convert in the limited proportion set out in the table below ('Determined Rights'),
and otherwise do not convert to ordinary Shares:
Page 20
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Directors’ Report
Performance Rating
% Performance Rights
capable of converting
Excellent
Very Good
Good
Fair
Poor
100%
75%
50%
25%
0%
The Group’s policy for determining the nature and amount of remuneration of board members and
key executives is set out below.
Directors
Board policy is to remunerate non-executive directors at market rates for comparable companies
for time, commitment and responsibilities. The maximum aggregate amount of fees that can be paid
to non-executive directors is subject to approval by shareholders at the Annual General Meeting and
is not linked to the performance of the Group. The maximum aggregate amount of fees that can be
paid to non-executive directors approved by shareholders is currently $250,000. One-third, by
number, of non-executive directors retires by rotation at the Company’s Annual General Meeting.
Retiring directors are eligible for re- election by shareholders at the Annual General Meeting of the
Company. The appointment conditions of the non-executive directors are set out and agreed in
letters of appointment.
The Company currently believes it is prudent it continues to maintain a very low-cost corporate
overhead and preserve its cash resources. Consequently, non-executive director fees are $25,000
per annum (including superannuation) to each non-executive director. The Company’s chairman,
Andy Greig has chosen to not accept a (director) fee. Chris Dunks was appointed as an executive
director and his fee was increased to $73,000 per annum (including superannuation) from 1 August
2016. If directors perform services for the Company that, in the opinion of the other directors, is outside
the scope of the ordinary duties of the director, the Company may pay that director for those
services in addition to the remuneration outlined above.
Executives
The remuneration structure for executives is based on a number of factors, including length of service,
particular experience of the individual concerned, and overall performance of the Group.
The executives receive payments provided for under an employment or service agreement, which
may include cash, superannuation, short-term
incentives, and equity based performance
remuneration.
Chris Creagh was appointed Chief Executive Officer (CEO) on 1 January 2017, having previously held
the position of Operations Manager since August 2016. The key terms of the employment agreement
with Chris Creagh are:
•
Total Fixed Remuneration of $200,000 per annum (inclusive of superannuation);
• Annual cash bonus at the discretion of the board (no STI was granted during the 2018 or 2017
financial years);
•
Incentive package of 30,000,000 performance rights (issued on 9 February 2018); and
• 90 days’ notice of termination by either party.
Page 21
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Directors’ Report
The Company has a services agreement with Corporate Administration Services Pty Ltd (“CAS”) and
Duncan Cornish, the Company’s CFO and Company Secretary. Under the agreement, CAS also
provides accounting, bookkeeping and administrative services. Both Elementos and CAS are entitled
to terminate the agreement upon giving not less than three months’ written notice. The base fee
under the services agreement is $120,000 per annum. On 21 December 2015 Duncan Cornish was
issued with 10,000,000 unlisted options exercisable at 1.25 cents each on or before 31 July 2019
(vested immediately on issue).
Remuneration Details of Key Management Personnel
The remuneration of the key management personnel of Elementos Limited for the year ended 30
June 2018 was as follows:
Year Ended 30 June 2018
Short Term Benefits
Key
Management
Personnel
Salary &
Fees
Bonuses
Equity
Settled
Shares
Equity
Settled
Performa
nce
Rights
Post-
Employment
Super-
annuation
Total
Performance
related %
%
consisting
of
options/
rights
A. Greig
C. Dunks
C. Nolan
C. Treacy
C. Creagh
D. Cornish
$
$
$
$
$
$
-
72,996
22,831
25,831
182,648
120,000
421,306
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,169
2,169
-
72,996
25,000
25,000
-
-
-
-
50,819
17,352
250,819
20.3%
-
-
120,000
-
50,819
21,690
493,815
-
-
-
-
-
-
Page 22
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Directors’ Report
The remuneration of the key management personnel of Elementos Limited for the year ended 30
June 2017 was as follows:
Year Ended 30 June 2017
Key
Management
Personnel
Short Term Benefits
Salary &
Fees
Bonuses
Equity
Settled
Shares
Equity
Settled
Performa
nce
Rights
Post-
Employment
Super-
annuation
Total
Performance
related %
%
consisting
of options
$
$
$
$
$
$
A. Greig
C. Dunks
C. Nolan
C. Treacy
-
72,093
22,831
25,649
C. Creagh(1)
122,994
D. Cornish
120,000
T. McManus(2)
10,261
373,828
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,169
2,169
-
72,093
25,000
27,818
8,676
131,670
-
120,000
267
10,528
13,281
387,109
*Notes:
1. Appointed Operations Manager from 24-Aug-16, then appointed CEO from 1-Jan-17
2. Resigned 6 July 2016
-
-
-
-
-
-
-
-
-
-
-
-
-
-
The percentage of equity-based remuneration for persons who were key management personnel of
the Group during the year ended 30 June 2018 is set out below:
Key Management Personnel
Proportion of Remuneration
Equity Based
Salary and Fees
n/a
-
-
-
20.3%
-
n/a
100%
100%
100%
79.7%
100%
A. Greig
C. Dunks
C. Nolan
C. Treacy
C. Creagh
D. Cornish
Page 23
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Directors’ Report
Company Performance, Shareholder Wealth, and Director and Executive Remuneration
During the financial year, the Company has generated losses as its principal activity was mineral
exploration.
The following table shows the share price of the Company since 2011.
30 June
2018
30 June
2017
30 June
2016
30 June
2015
30 June
2014
30 June
2013
30 June
2012
30 June
2011
Share Price at
year end ($)
0.006
0.0084
0.008
0.010
0.02
0.015
0.079
0.225
As the Company is still in the exploration and development stage, the link between remuneration,
company performance and shareholder wealth is tenuous. Share prices are subject to the influence
of metal prices and market sentiment towards the sector, and as such, increases and decreases
might occur independent of executive performance and remuneration.
Options Held by Key Management Personnel
Details of options held directly, indirectly or beneficially by key management personnel during the
year ended 30 June 2018 were as follows:
Key
Management
Personnel
Balance
at 1 July
2017
Granted
as
Compen-
sation
Acquired
(Rights
Issue)
Exercised
Expired
Balance at
30 June
2018
Total Vested
30 June
2018
Total Vested
and
Exercisable 30
June 2018
A. Greig
C. Dunks
C. Nolan
-
-
-
C. Treacy
6,200,000
C. Creagh
-
D. Cornish
10,000,000
16,200,000
-
-
-
-
-
-
-
45,371,137
(45,371,137)
-
3,937,501
884,086
1,150,000
-
-
-
(3,937,501)
(884,086)
(7,350,000)
227,273
(227,273)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
10,000,000
10,000,000
10,000,000
51,569,997
(45,598,410)
(12,171,587)
10,000,000
10,000,000
10,000,000
Options Granted as Remuneration
As noted above, there were no options issued to key management personnel during the year ended
30 June 2018.
Performance Rights Held by Key Management Personnel
Chris Creagh (CEO) is the only key management personnel who has been issued performance rights
Details of the performance rights held directly, indirectly or beneficially by Chris Creagh during the
year ended 30 June 2018 were as follows:
Key
Management
Personnel
Balance at
1 July 2017
Granted as
Compen-
sation
Exercised
Expired
Balance at
30 June
2018
Total Vested
30 June
2018
Total Vested
and
Exercisable
30 June
2018
C. Creagh
-
30,000,000
-
-
30,000,000
4,000,000
4,000,000
Page 24
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Directors’ Report
Shares Held by Key Management Personnel
Details of shares held directly, indirectly or beneficially by key management personnel during the
year ended 30 June 2018 were as follows:
Key
Management
Personnel
A. Greig
C. Dunks
C. Nolan
C. Treacy
C. Creagh
D. Cornish
Balance at 1
July 2017
Granted as
Compensation
Received on
Exercise of
Options
Acquisitions
Balance at 30
June 2018
181,484,546
15,750,004
3,853,400
26,850,004
909,091
2,497,272
231,344,317
-
-
-
-
-
-
-
45,371,137
45,371,137
272,226,820
-
-
-
3,937,501
19,687,505
884,086
4,737,486
1,150,000
28,000,004
227,273
227,273
1,363,637
-
629,917
3,127,189
45,598,410
52,199,914
329,142,641
Other transactions with Key Management Personnel
On 23 December 2015, the Company executed a loan deed with the Company’s Non-Executive
Chairman Mr Andy Greig, a related party, with the following key terms:
•
•
•
Loan amount = $500,000
Loan term = 2 years
Interest rate = 6.0%
• Unsecured
• No conversion rights
• No requirement to repay principal or pay interest during the loan term
• Repayable by the Company at any time (during the loan term)
On 24 February 2017, the Company and Andy Greig agreed to extend the repayment date of the
loan to 31 December 2018. All other terms and conditions of the loan remain unchanged.
During the year ended 30 June 2018 the loan was repaid in full, as follows:
• Andy Greig subscribed for his full entitlement in the Company’s Rights Issue of 45,371,137
shares and 45,371,137 free attaching unlisted options (exercisable at 0.60 cents per option
expiring on 30 June 2018) at a costs of 0.60 cents per share (and free attaching option). Andy
Greig utilised the Rights Issue debt conversion facility to take up his Rights Issue entitlement
costing $272,226, and reduce his loan by the same amount.
• Andy Greig exercised 45,371,137 unlisted options (exercisable at 0.60 cents per option
expiring on 30 June 2018) in to 45,371,137 shares paying the exercise price of $272,226 by
reducing his loan by the same amount.
•
The Company made a final cash payment of $4,989 to pay the residual balance of the loan
and any accrued interest.
End of Remuneration Report
Page 25
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Directors’ Report
Options
At the date of this report, the unissued ordinary shares of the Company under options are as follows:
Unlisted Options
Grant Date/s
Expiry Date
Exercise Price
No. Under Option
26 August 2015
31 July 2019
1.215 cents
10,000,000
Performance Rights
At the date of this report, the number of Performance Rights in issue is as follows:
Grant Date/s
Expiry Date
Exercise Price
9 February 2018
30 June 2020
Nil
No. Rights
30,000,000
During the year ended 30 June 2018, 30,000,000 performance rights were issued to Key Management
Personnel.
There have been no unissued shares or interests under option of any controlled entity within the
economic entity during or since reporting date. Option and Performance Right holders do not have
any rights to participate in any share issue or other interests in the Company or any other entity.
Directors’ Meetings
The meetings attended by each director during the financial year were:
Directors
A. Greig
C. Dunks
C. Nolan
C. Treacy
Board
Audit & Risk Committee
Meetings
Attended
Meetings
Attended
3
3
3
3
3
3
3
3
1*
1
1
1
0*
1
1
1
* Mr Greig is not a member of the Audit & Risk Committee.
Corporate Governance
In recognising the need for the highest standards of corporate behaviour and accountability, the
directors of Elementos Limited support and, where practicable or appropriate, have adhered to the
ASX Principles of Corporate Governance. The Company’s corporate governance statement is set
out in this Annual Report.
Page 26
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Directors’ Report
Indemnification and Insurance of Directors and Auditors
The Company has entered into a Deed with each of the directors whereby the Company has agreed
to provide certain indemnities to each director to the extent permitted by the Corporations Act and
to use its best endeavours to obtain and maintain directors’ and officers’ indemnity insurance,
subject to such insurance being available at reasonable commercial terms.
The economic entity has paid premiums to insure each of the directors of the Company 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 contracts include a prohibition on disclosure
of the premium paid and nature of the liabilities covered under the policy.
The Company has not given an indemnity or entered into an agreement to indemnify, or paid or
agreed to pay insurance premiums in respect of any person who is or has been an auditor of the
Company or a related entity during the year and up to the date of this report.
Proceedings on Behalf of the Company
No person has applied for leave of Court to bring proceedings on behalf of the Company or
intervene in any proceedings to which the Company is a party for the purpose of taking responsibility
on behalf of the Company for all or any part of those proceedings. The Company was not a party
to any such proceedings during the year.
Non-Audit Services
The auditors did not provide any non-audit services during the year (2017: Nil).
Future Developments and Likely Outlook
Existing project – Cleveland
Following the recent results of the latest drilling program, the Company is nearing completion of a
detailed review of the Cleveland Mineral Resource estimate, which includes incorporating
information collected during the recently completed diamond drilling programme.
The Cleveland Project will continue to be steadily progressed towards development with the next
phases of work including completion of a metallurgical test work programme on hard rock samples
(last carried out in 1986), the assessment of the potential for a larger initial open pit operation, the
design and location of a new tailings storage facility and detailed financial modelling of a ‘life of
mine’ combined open pit – tailings – underground operation as a preclude to commencing a
detaied feasibility study.
Acquisition
The Company announced on 31 July 2018 that it had signed a binding Heads of Agreement with
Eurotin Limited (TSX-V: TIN) to acquire 96% of the Oropesa Tin Project located in Spain (Oropesa).
The Company believes Oropesa to be one of the best undeveloped tin resources in the Western
World. A Feasibility Study is in progress, Environmental Studies are complete and a Mining Licence
Application has been lodged with the regional authorities.
Page 27
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Directors’ Report
The transaction is subject to completion of due diligence and shareholder approvals. The Company
expects to complete its due diligence enquires by 5 October 2018 and proceed to progress the
various regulatory and shareholders approvals necessary to complete the acquisition.
Farm-in
On 21 June 2018 the Company signed a non-binding Memorandum of Understanding (MOU) with
Empire Tin Mining Sdn Bhd (Empire) The MOU provides exclusivity to negotiate a Farm-in and Joint
Venture Agreement on the Temengor Tin Project in the state of Perak, Malaysia. The Temengor Tin
Project is an exploration and development project centred on the historical Temengor Tin Mine,
which is located approximately 250 kilometres to the north of Kuala Lumpur.
The exclusivity period for Elementos to negotiate a Farm-in and Joint Venture Agreement on the
Temengor Tin Project expires on 9 October 2018.
Auditor’s Independence Declaration
The lead auditor’s independence declaration under section 307C of the Corporations Act 2001 is
attached to this financial report.
Signed in accordance with a resolution of the board of directors.
Chris Dunks
Director
Dated 25 September 2018
Brisbane, Queensland
Page 28
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Auditor’s Independence Declaration
Tel: +61 7 3237 5999
Fax: +61 7 3221 9227
www.bdo.com.au
Level 10, 12 Creek St
Brisbane QLD 4000
GPO Box 457 Brisbane QLD 4001
Australia
DECLARATION OF INDEPENDENCE BY D P WRIGHT TO THE DIRECTORS OF ELEMENTOS LIMITED
As lead auditor of Elementos Limited for the year ended 30 June 2018, 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 Elementos Limited and the entities it controlled during the period.
D P Wright
Director
BDO Audit Pty Ltd
Brisbane, 25 September 2018
BDO Audit Pty Ltd ABN 33 134 022 870 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 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.
Page 29
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Shareholder Information
Additional information required by the Australian Securities Exchange and not shown elsewhere in
this report is as follows. The information is current as at 11 September 2018.
(a) Distribution of equity securities
The number of holders, by size of holding, in each class of security are:
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
Total
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
Total
Ordinary Shares
Unlisted Options (1.215c @ 31-Jul-19)
No. Holders
No. Shares
No. Holders
No. Options
65
73
73
263
393
867
14,220
224,248
588,281
11,560,313
1,324,943,900
1,337,330,962
-
-
-
-
1
1
-
-
-
-
10,000,000
10,000,000
Performance Rights
No. Holders
No. Rights
-
-
-
-
1
1
-
-
-
-
30,000,000
30,000,000
The number of shareholders holding less than a marketable parcel is 435.
Page 30
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Shareholder Information
(b) Twenty Largest Shareholders
The names of the twenty largest holders of Quoted Ordinary Shares are:
#
Registered Name
1
2
3
4
5
6
7
8
9
BOND STREET CUSTODIANS LIMITED
JERVOIS MINING LTD
KEO PROJECTS PTY LTD
BOURSE SECURITIES PTY LTD
JAMES CALAWAY*
327TH P & C NOMINEES PTY LTD
MR CALVIN PATRICK TREACY*
MR MICHAEL DAVID ADAMS & MRS CAROL ADAMS
SANGWILL PTY LTD
10
SIXTH ERRA PTY LTD*
11 MR JOHN DOUGLAS JEFFERY & MRS ELSPETH LOUISE JEFFERY
20,000,000
Number of
Shares
% of total
Shares
272,226,820
20.36%
100,000,000
71,505,195
67,366,667
60,020,768
41,879,192
28,000,004
27,299,095
25,100,000
22,182,605
19,800,762
19,687,505
17,200,000
16,768,693
16,659,095
13,873,410
13,379,546
11,340,087
11,000,000
7.48%
5.35%
5.04%
4.49%
3.13%
2.09%
2.04%
1.88%
1.66%
1.50%
1.48%
1.47%
1.29%
1.25%
1.25%
1.04%
1.00%
0.85%
0.82%
875,289,444
65.45%
1,337,330,962
12 MR CHRISTOPHER JOHN STAPLES*
13 MR CHRISTOPHER JAMES DUNKS*
14
15
1514341 ONTARIO INC
KOKONG HOLDINGS PTY LIMITED
16 MR WILLIAM RICHARDS GOODALL
17 MR TERRY TAYLOR & MRS LYNDA LOUISE TAYLOR
18
19
20
J P MORGAN NOMINEES AUSTRALIA LIMITED
RICHARD SEVILLE AND ASSOCIATES PTY LTD
HUMBER HAWKE PTY LTD
Top 20 Total
Total of Securities
* Merged holding
Page 31
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Shareholder Information
(c) Substantial Shareholders
The Company notes that, as at the date of this report, the following shareholders own substantial
shareholdings (>= 5.0%) in Elementos Limited:
Name of Shareholder
Ordinary Shares
% of total Shares
BOND STREET CUSTODIANS LIMITED
272,226,820
20.36%
100,000,000
71,505,195
67,366,667
7.48%
5.35%
5.04%
JERVOIS MINING LTD
KEO PROJECTS PTY LTD
BOURSE SECURITIES PTY LTD
(d) Voting rights
All ordinary shares carry one vote per share without restriction.
Options do not carry voting rights.
(e) Restricted securities
The Group currently has no restricted securities on issue.
(f) On-market buy back
There is not a current on-market buy-back in place.
(g) Business objectives
The Group has used its cash and assets that are readily convertible to cash in a way consistent with
its business objectives.
Page 32
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Corporate Governance Statement
The board of directors of Elementos Limited is responsible for the corporate governance of the
consolidated entity. The Board guides and monitors the business and affairs of Elementos Limited on
behalf of the shareholders by whom they are elected and to whom they are accountable.
Elementos Limited’s Corporate Governance Statement (which can be found on the Company’s
website www.elementos.com.au) is structured with reference to the Australian Securities Exchange
(“ASX”) Corporate Governance Council’s (the “Council”) “Corporate Governance Principles and
Recommendations, 3rd Edition”, which are as follows:
Principle 1
Principle 2
Principle 3
Principle 4
Principle 5
Principle 6
Principle 7
Principle 8
Lay solid foundations for management and oversight
Structure the board to add value
Act ethically and responsibly
Safeguard integrity in corporate reporting
Make timely and balanced disclosure
Respect the rights of security holders
Recognise and manage risk
Remunerate fairly and responsibly
A copy of the eight Corporate Governance Principles and Recommendations can be found on the
ASX’s website.
The Board is of the view that, during the reporting period, with the exception of the departures from
the ASX Guidelines as set out below, it otherwise complies with all of the ASX Guidelines.
Roles and Responsibilities of the Board and Management
ASX CGC Principle 1
Lay solid foundations for management and oversight.
Role of the Board
The Board of Directors is pivotal in the relationship between shareholders and management and the
role and responsibilities of the Board underpin corporate governance.
The Board is committed to administering the policies and procedures with openness and integrity,
pursuing the true spirit of corporate governance commensurate with the Group’s needs.
Generally, the powers and obligations of the Board are governed by the Corporations Act and the
general law.
Without limiting those matters, the Board expressly considers itself responsible for the following:
▪ Ensuring compliance with the Corporations Act, ASX Listing Rules (where appropriate) and all
relevant laws;
▪ Oversight of the Group including its framework of control and accountability systems to
enable risk to be assessed and managed;
▪ Appointing and removing the chief executive officer;
▪ Ratifying the appointment and, where appropriate, removal of senior executives including
the chief financial officer and the Group secretary;
▪
Input into and final approval of management’s development of corporate strategy and
performance objectives;
▪ Monitoring senior executive’s performance and implementation of strategy;
▪ Ensuring appropriate resources are available to senior executives;
▪ Approving and monitoring the progress of major capital expenditure, capital management
and acquisitions and divestitures;
Page 33
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Corporate Governance Statement
▪ Approving and overseeing Committees where appropriate to assist in the Board’s function
and powers.
The Functions, Powers and Responsibilities of the Board are set out in the Company’s Corporate
Governance Charter which is available from the corporate governance section of the Group’s
website.
The board meets on a regular basis to review the performance of the Company against its goals
both financial and non-financial. In normal circumstances, prior to the scheduled board meetings,
each board member
is provided with a formal board package containing appropriate
management and financial reports.
Appropriate background checks are conducted on proposed new directors and material
information about a director being re-elected is provided to security holders.
Written agreements are entered in to with directors and senior management clearly setting out their
roles and responsibilities.
The company secretary works directly with the chair and the executive director on the functioning
of all board and committee procedures.
Diversity
The Group is committed to workplace diversity and ensuring a diverse mix of skills amongst its
directors, officers and employees.
Recommendation 1.5 requires that listed entities should establish a policy concerning diversity. Whilst
the Group does not currently have a Diversity policy due to its size and nature of its operations, it
strives to attract the best person for the position regardless of gender, age, ethnicity or cultural
background.
As at 30 June 2018, the proportion of women in the whole organisation is a follows:
Male
Female
Board Members
Officers
Employees
4
1
-
-
-
1
Performance Evaluation
The Board (in carrying out the functions of the Remuneration and Nomination Committees) considers
remuneration and nomination issues annually and otherwise as required in conjunction with the
regular meetings of the Board.
No formal performance evaluation of the CEO has been undertaken to date.
No formal performance evaluation of the non-executive directors was undertaken during the year
ended 30 June 2018.
Page 34
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Corporate Governance Statement
Board Composition
ASX CGC Principle 2
Structure of the Board to add value
Nomination Committee
Recommendation 2.1 requires the Board to establish a nomination committee.
Although the Board has adopted a Nominations Committee Charter, the Board has not formally
established a Nominations Committee as the Directors consider that the Company is currently not of
a size nor are its affairs of such complexity as to justify the formation of this Committee. The Board as
a whole is able to address these issues and is guided by the Nominations Committee Charter. The
Company will review this position annually and determine whether a Nominations Committee needs
to be established.
The Nomination Committee Charter is set out in the Company’s Corporate Governance Charter
which is available from the corporate governance section of the Group’s website.
The Company is developing an appropriate board skills matrix. The skills, experience and expertise
relevant to the position of each director who is in office at the date of the Annual Report is detailed
in the Directors’ report.
Corporate Governance Council Recommendation 2.4 requires a majority of the Board to be
independent Directors. The Corporate Governance Council defines independence as being free
from any interest, position, association or relationship that might influence, or reasonably be
perceived to influence, in a material capacity to bring independent judgement to bear on issues
before the board and to act in the best interests of the entity and its security holders generally.
In the context of Director independence, “materiality” is considered from both the Group and the
individual Director perspective. The determination of materiality requires consideration of both
quantitative and qualitative elements. An item is presumed to be material (unless there is qualitative
evidence to the contrary) if it is equal to or greater than 10% of the appropriate base amount.
Qualitative factors considered included whether a relationship is strategically important, the
competitive landscape, the nature of the relationship and the contractual or other arrangements
governing it and other factors which point to the actual ability of the Director in question to shape
the direction of the Group.
In accordance with the Council’s definition of independence above and the materiality thresholds
set, all of the Company’ s directors are not considered to be independent and therefore the Group
does not currently comply with Recommendation 2.4:
Name
A. Greig
C. Dunks
Position
Reason for non-compliance
Non-Executive Chairman
Director is a substantial (>5%) shareholder
Executive Director
Director is engaged by the Company in an executive
capacity
Page 35
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Corporate Governance Statement
Elementos Limited considers industry experience and specific expertise, as well as general corporate
experience, to be important attributes of its Board members. The Directors noted above have been
appointed to the Board of Elementos Limited due to their considerable industry and corporate
experience. The term in office held by each Director in office at the date of this report is as follows:
Name
A. Greig
C. Dunks
C. Nolan
C. Treacy
Term in Office
2 years, 11 months
2 years, 11 months
9 years 2 months
4 years 11 months
Directors have the right to seek independent professional advice in the furtherance of their duties as
directors at the Group’s expense. Written approval must be obtained from the chair prior to incurring
any expense on behalf of the Group. Informal induction is provided to any new directors.
Act Ethically and Responsibly
ASX CGC Principle 3
Code of Conduct
The Directors are subject to certain stringent legal requirements regulating the conduct both in terms
of their internal conduct as directors and in their external dealings with third parties both on their own
and on behalf of the Group.
To assist directors in discharging their duty to the Group and in compliance with relevant laws to
which they are subject, the Group has adopted a Corporate Ethics Policy and Corporate Code of
Conduct within its Corporate Governance Charter.
The Corporate Ethics Policy sets out rules binding Directors in respect of:
▪ a Directors’ legal duties as an officer of the Company;
▪ a Directors’ obligations to make disclosures to the ASX and the market generally; and
▪ dealings by Directors in shares in the Company.
The Corporate Ethics Policy, as set out in the Company’s Corporate Governance Charter is available
from the corporate governance section of the Group’s website.
Safeguard Integrity in Corporate Reporting
ASX CGC Principle 4
Audit Committee
The Board has established an Audit and Risk Management Committee which operates under a
charter approved by the Board.
Recommendation 4.1 states that an audit committee should be structured so that it:
i. consists only non-executive directors;
ii. consists of a majority of independent directors;
iii.
is chaired by an independent chair, who is not the chair of the Board; and
iv. has at least three members.
Page 36
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Corporate Governance Statement
The members of the Audit & Risk Management Committee are Corey Nolan, Calvin Treacy and Chris
Dunks. The Committee is chaired by an independent director (Corey Nolan). While Messrs Nolan and
Treacy are both non-executive directors, Chris Dunks is engaged in an executive capacity. The
majority of the Committee are independent directors, with only Chris Dunks not considered as being
independent (based on the Council’s definition). The Company does not presently comply fully with
Recommendation 4.1 having not met point i above.
All members of the Audit & Risk Management Committee are considered financially literate in the
context of the Company’s affairs. The Company believes that given the size and nature of its
operations, non-compliance by the Company with Recommendation 4.1 will not be detrimental to
the Company.
The number of meetings of the Audit & Risk Management Committee held during the year and the
number of meetings attended by each Director was as follows:
C. Nolan
C. Dunks
C. Treacy
Audit & Risk Management Committee
Number of meetings
held while in office
Meetings attended
1
1
1
1
1
1
The Audit Committee Charter is set out in the Company’s Corporate Governance Charter which is
available from the corporate governance section of the Group’s website.
Certification of financial reports
The Executive Director has made the following certifications to the Board:
▪
▪
That the Group’s financial reports are complete and present a true and fair view, in all
material respects, of the financial position and performance of the Group and are in
accordance with relevant accounting standards;
The integrity of the reports is founded on a sound system of financial risk management and
internal compliance and control.
The Chief Financial Officer has made the following certifications to the Board:
▪
▪
That the Group’s financial reports are complete and present a true and fair view, in all
material respects, of the financial position and performance of the Group and are in
accordance with relevant accounting standards;
The integrity of the reports is founded on sound system of financial risk management and
internal compliance and control.
The Group ensures that its external auditor is present at the AGM to answer any questions with regard
to the efficacy of the financial statement audit and the associated independent audit report.
Continuance Disclosure
ASX CGC Principle 5
Make timely and balanced disclosure
The Group duly complies with ASX and ASIC requirements for the timely and accurate reporting of
the Group’s financial activities, thus ensuring that the Group has disclosed all information which has
a material impact on shareholders. This includes the Annual Financial Report, Interim Financial
Report, quarterly cash flows, new and relinquished tenements and changes in directors and
shareholder interests and other events which are identified to be material. All ASX announcements
are available on the Group’s website.
Page 37
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Corporate Governance Statement
The Company Secretary is responsible for communication with the ASX, including responsibility for
ensuring compliance with the continuous disclosure requirements of the ASX Listing Rules and
oversight of information distributed to the ASX.
Respect The Rights of Security Holders
ASX CGC Principle 6
The Board of directors undertakes to ensure that shareholders are informed of all major developments
affecting the Group. Information is communicated to shareholders through the annual report, interim
financial report, announcements made to the ASX, notices of Annual General and Extraordinary
General Meetings, the AGM and Extraordinary General Meetings.
The Board encourages full participation of shareholders at Annual and Extraordinary General
Meetings to ensure a high level of accountability and identification with the Group’s direction,
strategy and goals. In particular, shareholders are responsible for voting on the re-election of
directors.
The Group also offers shareholders the option to receive ASX announcements and other notices from
the Company electronically.
Risk Management
ASX CGC Principle 7
Recognise and manage risk
The Board has established an Audit and Risk Management Committee which operates under a
charter approved by the Board.
Recommendation 7.1 states that an audit committee should be structured so that it:
i. consists only non-executive directors;
ii. consists of a majority of independent directors;
iii.
is chaired by an independent chair, who is not the chair of the Board; and
iv. has at least three members.
The members of the Audit & Risk Management Committee are Corey Nolan, Calvin Treacy and Chris
Dunks. The Committee is chaired by an independent director (Corey Nolan). While Messrs Nolan and
Treacy are both non-executive directors, Chris Dunks is engaged in an executive capacity. The
majority of the Committee are independent directors, with only Chris Dunks not considered as being
independent (based on the Council’s definition). The Company does not presently comply fully with
Recommendation 7.1 having not met point i above.
All members of the Audit & Rick Management Committee are considered to have sufficient
technical, legal and industry experience in the context of the Company’s affairs to properly assess
the risks facing the Group. The Company believes that given the size and nature of its operations,
non-compliance by the Company with Recommendation 7.1 will not be detrimental to the
Company.
Page 38
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Corporate Governance Statement
The number of meetings of the Audit & Risk Management Committee held during the year and the
number of meetings attended by each Director was as follows:
C. Nolan
C. Dunks
C. Treacy
Audit & Risk Management Committee
Number of meetings
held while in office
Meetings attended
1
1
1
1
1
1
The Company has developed a basic framework for risk management and internal compliance and
control systems which cover organisational, financial and operational aspects of the Company’s
affairs. Further detail of the Company’s risk management policies can be found within the Audit and
Risk Management Committee Charter.
Recommendation 7.2 requires that the Board review the Company’s risk management framework
and disclose whether such a review has taken place. Business risks are considered regularly by the
Board and management at management and Board meetings. A formal report to the Board as to
the effectiveness of the management of the Company’s material business risks has not been formally
undertaken.
The Audit and Risk Management Committee Charter is set out in the Company’s Corporate
Governance Charter which is available from the corporate governance section of the Group’s
website.
The Company does not have a separate internal audit function. The board considers that the
Company is not currently of the size or complexity to justify a separate internal audit function, and
that appropriate internal financial controls are in place. Such controls are monitored by senior
financial management and the Audit and Risk Committee.
The Directors’ Report sets out some of the key risks relevant to the Company and its operations.
Although not specifically defined as such, the risks include economic, environmental and social
sustainability risks. As noted above, the Company regularly reviews risks facing the Company and
adopts appropriate mitigation strategies where possible.
Remuneration
ASX CGC Principle 8
Remunerate fairly and responsibly
Remuneration Committee
The Board has not established a Remuneration Committee which operates under a charter
approved by the Board.
Although the Board has adopted a Remuneration Committee Charter, the Board has not formally
established a Remuneration Committee as the Directors consider that the Company is currently not
of a size nor are its affairs of such complexity as to justify the formation of this Committee. The Board
as a whole considers themselves to have sufficient legal, corporate, commercial and industry
experience in the context of the Company’s affairs to properly assess the remuneration issues
required by the Group and is able to address these issues while being guided by the Remuneration
Committee Charter. The Company will review this position annually and determine whether a
Remuneration Committee needs to be established.
Page 39
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Corporate Governance Statement
The Company believes that given the size and nature of its operations, non-compliance by the
Company with Recommendation 8.1 will not be detrimental to the Company.
It is the Company’s objective to provide maximum stakeholder benefit from the retention of a high
quality Board and Executive team by remunerating directors and key executives fairly and
appropriately with reference to relevant employment market conditions. To assist in achieving this
objective, the Board links the nature and amount of executive Directors’ and officer’s remuneration
to the Group’s financial and operations performance. The expected outcomes of the remuneration
structure are:
▪
retention and motivation of key Executives
▪ attraction of quality management to the Group
▪ performance incentives which allow executives, management and staff to share the rewards
of the success of Elementos Limited.
For details on the amount of remuneration and all monetary and non-monetary components for Key
Management Personnel during the period, please refer to the Remuneration Report within the
Directors’ Report. In relation to the payment of bonuses, options and other incentive payments,
discretion is exercised by the Remuneration Committee and the Board, having regard to the overall
performance of Elementos Limited and the performance of the individual during the period.
There is no scheme to provide retirement benefits to directors other than statutory superannuation.
The Remuneration Committee Charter is set out in the Company’s Corporate Governance Charter
which is available from the corporate governance section of the Group’s website.
Remuneration Policy
The Group’s remuneration policy is also further detailed in the Remuneration Report in the Directors
Report.
Non-Executive Director Remuneration
Non-executive directors are remunerated at market rates for time, commitment and responsibilities.
Non-executive directors are remunerated by fees as determined by the Board with the aggregate
directors’ fee pool limit of $250,000. The maximum aggregate amount of fees that can be paid to
non-executive directors is subject to approval by shareholders at the Annual General Meeting.
Independent consultancy sources provide advice, as required; ensuring remuneration is in
accordance with market practice. Fees for non-executive Directors are not linked to the
performance of the Group. However, to align Directors’ interests with shareholders interests, the
Directors are encouraged to hold shares in the Company and are, subject to approval by
shareholders, periodically offered options and/or performance rights.
The Company has adopted a Trading Policy that includes a prohibition on hedging, aimed at
ensuring participants do not enter in to arrangements which would have the effect of limited their
exposure to rick relating to an element of their remuneration.
Other Information
Further information relating to the Group’s corporate governance practices and policies has been
made publicly available on the Group’s web site.
Page 40
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the Year Ended 30 June 2018
Note
30 June 2018
30 June 2017
$
$
Revenue
22,658
2,841
Corporate and administrative expenses
Write-off of exploration assets
Loss before income tax expense
Income tax expense
2
5
3
(842,591)
(711,408)
-
(60,926)
(819,933)
(769,493)
-
-
Loss for the period attributable to members of the parent
entity
(819,933)
(769,493)
Other comprehensive income
Items that may be reclassified to profit or loss:
Exchange gains on translation of foreign operations
Other comprehensive income for the period, net of tax
-
-
-
-
Total comprehensive loss attributable to members of the
parent entity
(819,933)
(769,493)
Basic and diluted loss per share (cents per share)
11
(0.07)
(0.09)
The accompanying notes form part of these financial statements.
Page 41
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Consolidated Statement of Financial Position
As at 30 June 2018
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Total Current Assets
NON-CURRENT ASSETS
Note
30 June 2018
30 June 2017
$
$
4
936,562
5,834
942,396
655,868
284
656,152
Exploration and evaluation assets
5
5,326,936
4,745,500
Plant and equipment
Other non-current assets
Total Non-Current Assets
31,426
7,000
1,722
6,000
5,365,362
4,753,222
TOTAL ASSETS
6,307,758
5,409,374
CURRENT LIABILITIES
Trade and other payables
Borrowings
Total Current Liabilities
NON-CURRENT LIABILITIES
Borrowings
Total Non-Current Liabilities
6
7
7
62,330
5,182
67,512
27,401
27,401
68,175
545,658
613,833
-
-
TOTAL LIABILITIES
94,913
613,833
NET ASSETS
EQUITY
Contributed equity
Reserves
Accumulated losses
TOTAL EQUITY
6,212,845
4,795,541
8
15,578,119
13,391,701
119,849
133,200
(9,485,123)
(8,729,360)
6,212,845
4,795,541
The accompanying notes form part of these financial statements.
Page 42
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Consolidated Statement of Changes in Equity
For the Year Ended 30 June 2018
Note
Issued
Capital
Accumulated
Losses
Share-
Based
Payments
Reserve
Foreign
Currency
Translation
Reserve
Total
$
$
$
$
$
Balance at 30 June 2016
12,407,382
(8,087,967)
261,300
Loss for the period
Total comprehensive income
-
-
(769,493)
(769,493)
Issue of shares
Transaction costs
8
8
1,050,000
(65,681)
-
-
-
-
-
-
Transfer of expired options
-
128,100
(128,100)
Balance at 30 June 2017
13,391,701
(8,729,360)
133,200
Loss for the period
Total comprehensive income
Issue of shares
Transaction costs
Transfer of expired options
Issue performance rights
-
-
(819,933)
(819,933)
8
8
2,296,291
(109,873)
-
-
-
-
-
-
-
-
64,170
(64,170)
-
50,819
Balance at 30 June 2018
15,578,119
(9,485,123)
119,849
The accompanying notes form part of these financial statements.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,580,715
(769,493)
(769,493)
1,050,000
(65,681)
-
4,795,541
(819,933)
(819,933)
2,296,291
(109,873)
-
50,819
6,212,845
Page 43
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Consolidated Statement of Cash Flows
For the Year Ended 30 June 2018
30 June 2018
30 June 2017
$
$
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received
Payments to suppliers and employees
11,144
2,841
(751,565)
(696,600)
Net cash used in operating activities
10
(740,421)
(693,759)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for exploration and evaluation assets
(719,461)
(354,585)
Refunds of security deposits
Research and development refunds
Lease payments
11,934
144,641
(4,516)
-
211,838
-
Purchase of property, plant and equipment
-
(10,626)
Net cash used in investing activities
(567,402)
(153,373)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Costs associated with share issues
Repayment of loan
1,751,837
(158,331)
(4,989)
1,050,000
(14,268)
-
Net cash provided by financing activities
1,588,517
1,035,732
Net increase/(decrease) in cash held
280,694
188,600
Cash at Beginning of Year
655,868
467,268
Cash at End of Year
4
936,562
655,868
The accompanying notes form part of these financial statements.
Page 44
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2018
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements are general purpose financial statements that have been prepared in
accordance with the Corporations Act 2001, Australian Accounting Standards and Interpretations,
and other authoritative pronouncements of the Australian Accounting Standards Board. Elementos
Limited is a for-profit entity for the purpose of preparing the financial statements. The financial
statements are presented in Australian dollars.
The principal activity of the Group during the year was project development in Australia. The Group
is developing the Cleveland tin-copper-tungsten Project through a staged, low-capital development
strategy, which minimises upfront capital, with cash flow funding future stages. This ensures maximum
benefit from capital expenditure, delivering optimal value to shareholders.
Compliance with Australian Accounting Standards ensures that the financial statements and notes
also comply with International Financial Reporting and Interpretation Standards. The financial
statements are for the consolidated entity consisting of Elementos Limited and its Controlled Entities.
Elementos Limited is a public company, incorporated and domiciled in Australia. The financial
statements have been prepared on an accruals basis and are based on historical cost modified by
the measurement at fair value of selected non-current assets, financial assets and liabilities. The
financial report was authorised for issue on 25 September 2018 by the directors of the Company.
Separate financial statements for Elementos Limited as an individual entity are no longer presented
following a change to the Corporations Act 2001. However, financial information required for
Elementos Limited as an individual entity is included in Note 21.
Material accounting policies adopted in the preparation of these financial statements are presented
below. They have been consistently applied unless otherwise stated.
Going Concern
The financial statements have been prepared on a going concern basis which contemplates the
continuity of normal business activities and the realisation of assets and discharge of liabilities in the
ordinary course of business. The ability of the Group to maintain continuity of normal business activities
and to pay its debts as and when they fall due is dependent on the ability of the Group to successfully
raise additional capital and/or successful exploration and subsequent exploitation of areas of interest
through sale or development. The Group has not generated any revenues from operations. During
the year ended 30 June 2018, the Group raised $1,751,837 of cash through equity raisings and option
exercises (before costs and after debt reduction). Since 30 June 2018 the Group has received a
commitment to raise a further $1,200,000 of cash through an equity raising (before costs) on or about
5 October 2018.
Should the Group not be able to raise further capital, dispose of assets when required or manage its
expenditure so as to conserve cash over the coming 12 months, there exists a material uncertainty
regarding the Group’s ability to continue as a going concern and realise its assets and settle its
liabilities and commitments in the normal course of business and at the amounts stated in the
financial statements. The financial report does not include any adjustments relating to the
recoverability or classification of recorded asset amounts, or to the amounts or classification of
liabilities which might be necessary should the Group not be able to continue as a going concern.
Page 45
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2018
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Principles of Consolidation
Subsidiaries
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of
Elementos Limited ("Company" or "parent entity") as at 30 June 2018, and the results of all subsidiaries
for the year then ended. Elementos Limited and its subsidiaries together are referred to in these
financial statements as “the Group” or “the economic entity”.
The names of the subsidiaries are contained in Note 19. All subsidiaries have a 30 June financial year
end and are accounted for by the parent entity at cost.
Subsidiaries are all entities over which the Group has control. The Group has control over an entity
when the Group is exposed to, or has a right to, variable returns from its involvement with the entity,
and has the ability to use its power to affect those returns. Subsidiaries are fully consolidated from the
date on which control is transferred to the Group. They are de-consolidated from the date that
control ceases.
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 controlled entities have
been changed where necessary to ensure consistency with the policies adopted by the Group.
Changes in ownership interests
When the Group ceases to have control, joint control or significant influence, any retained interest in
the entity is remeasured to its fair value, with the change in the carrying amount recognised in profit
or loss.
The fair value is the initial carrying amount for the purposes of subsequently accounting for the
retained interest as an associate, joint venture or financial asset. In addition, any amounts previously
recognised in other comprehensive income in respect of that entity are accounted for as if the Group
had directly disposed of the related assets or liabilities. This may mean that amounts previously
recognised in other comprehensive income are reclassified to profit or loss.
Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the
chief operating decision maker. The chief operating decision maker, who is responsible for allocating
resources and assessing performance of the operating segments, has been identified as the
Managing Director/Chief Executive Officer.
Income Tax
The income tax expense/(income) for the year comprises current income tax expense/(income) and
deferred tax expense/(income). Current income tax expense charged to profit or loss is the tax
payable on taxable income calculated using applicable income tax rates enacted, or substantially
enacted, as at reporting date. Current tax liabilities/(assets) are therefore measured at the amounts
expected to be paid to/(recovered from) the relevant taxation authority. Deferred income tax
expense reflects movements in deferred tax asset and deferred tax liability balances during the
period as well unused tax losses. Current and deferred income tax expense/(income) is charged or
credited directly to equity instead of profit or loss when the tax relates to items that are credited or
charged directly to equity.
Page 46
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2018
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Tax (continued)
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the
period when the asset is realised or the liability is settled, based on tax rates enacted or substantively
enacted at reporting date. Their measurement also reflects the manner in which management
expects to recover or settle the carrying amount of the related asset or liability.
Deferred tax assets and liabilities are ascertained based on temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred
tax assets also result where amounts have been fully expensed but future tax deductions are
available. No deferred income tax will be recognised from the initial recognition of an asset or liability,
excluding a business combination, where there is no effect on accounting or taxable profit or loss.
The Company and its Australian 100% owned controlled entities have formed a tax consolidated
group.
Members of the Group entered into a tax sharing arrangement. The agreement provides for the
allocation of income tax liabilities between the entities in proportion to their contribution to the
Group's taxable income. The head entity of the tax consolidated Group is Elementos Ltd.
Deferred tax assets relating to temporary differences and unused tax losses are recognised only to
the extent that it is probable that future taxable profit will be available against which the benefits of
the deferred tax asset can be utilised. The amount of benefits brought to account or which may be
realised in the future is based on the assumption that no adverse change will occur in income
taxation legislation and the anticipation that the economic entity will derive sufficient future
assessable income to enable the benefit to be realised and comply with the conditions of
deductibility imposed by the law.
Exploration and Evaluation Assets
Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area
of interest. Such expenditures comprise net direct costs and an appropriate portion of related
overhead expenditure but do not include overheads or administration expenditure not having a
specific nexus with a particular area of interest. These costs are only carried forward to the extent
that they are expected to be recouped through the successful development of the area or where
activities in the area have not yet reached a stage which permits reasonable assessment of the
existence of economically recoverable reserves and active or significant operations in relation to the
area are continuing.
A regular review has been undertaken on each area of interest to determine the appropriateness of
continuing to carry forward costs in relation to that area of interest.
A provision is raised against exploration and evaluation assets where the directors are of the opinion
that the carried forward net cost may not be recoverable or the right of tenure in the area lapses.
The increase in the provision is charged against the results for the year. Accumulated costs in relation
to an abandoned area are written off in full against profit or loss in the year in which the decision to
abandon the area is made.
When production commences, the accumulated costs for the relevant area of interest are amortised
over the life of the area according to the rate of depletion of the economically recoverable reserves.
Page 47
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2018
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Restoration Costs
Costs of site restoration are provided over the life of the facility from when exploration commences
and are included in the costs of that stage. Site restoration costs include the dismantling and removal
of mining plant, equipment and building structures, waste removal, and rehabilitation of the site in
accordance with clauses of the exploration and mining permits. Such costs have been determined
using estimates of future costs, current legal requirements and technology on an undiscounted basis.
Any changes in the estimates for the costs are accounted for on a prospective basis. In determining
the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration
due to community expectations and future legislation. Accordingly, the costs have been determined
on the basis that the restoration will be completed within one year of abandoning the site.
The economic entity currently has no obligation for any restoration costs in relation to discontinued
operations, nor is it currently liable for any future restoration costs in relation to current areas of
interest. Consequently, no provision for restoration has been deemed necessary.
Impairment of Non-Financial Assets
At each reporting date, the economic entity reviews the carrying values of its tangible and intangible
assets to determine whether there is any indication that those assets have been impaired. If such an
indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less
costs to sell and value in use, is compared to the asset's carrying value. Any excess of the asset's
carrying value over its recoverable amount is expensed to profit or loss. No impairment existed at
balance date.
Financial Instruments
Recognition and Initial Measurement
Financial instruments, incorporating financial assets and financial liabilities, are recognised when the
entity becomes a party to the contractual provisions of the instrument. Trade date accounting is
adopted for financial assets.
Financial instruments are initially measured at fair value plus transactions costs where the instrument
is not classified as at fair value through profit or loss. Transaction costs related to instruments classified
as at fair value through profit or loss are expensed to profit or loss immediately.
Derecognition
Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the
asset is transferred to another party whereby the entity no longer has any significant continuing
involvement in the risks and benefits associated with the asset.
Financial liabilities are derecognised where the related obligations are either discharged, cancelled
or expire. The difference between the carrying value of the financial liability extinguished or
transferred to another party and the fair value of consideration paid, including the transfer of non-
cash assets or liabilities assumed, is recognised in profit or loss.
Classification and Subsequent Measurement
Financial instruments are subsequently measured at fair value, amortised cost using the effective
interest rate method, or cost.
Page 48
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2018
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Financial Instruments (continued)
Fair value is the price that would be received to sell an asset or paid to transfer an assets. Amortised
cost is calculated as:
(a) the amount at which the financial asset or financial liability is measured at initial recognition;
(b) less principal repayments;
(c) plus or minus the cumulative amortisation of the difference, if any, between the amount
initially recognised and the maturity amount calculated using the effective interest method;
and
(d) less any reduction for impairment.
The effective interest method is used to allocate interest income or interest expense over the relevant
period and is equivalent to the rate that exactly discounts estimated future cash payments or
receipts (including fees, transaction costs and other premiums or discounts) through the expected
life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to
the net carrying amount of the financial asset or financial liability. Revisions to expected future net
cash flows will necessitate an adjustment to the carrying value with a consequential recognition of
an income or expense in profit or loss.
The economic entity does not designate any interests in subsidiaries, associates or joint venture
entities as being subject to the requirements of accounting standards specifically applicable to
financial instruments.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that
are not quoted in an active market and are subsequently measured at amortised cost.
Available-for-sale financial assets
Available-for-sale financial assets are non-derivative financial assets that are either designated as
such or that are not classified in any of the other categories. They comprise investments in the equity
of other entities where there is neither a fixed maturity nor fixed or determinable payments.
Financial Liabilities
Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at
amortised cost.
Impairment
At each reporting date, the economic entity assesses whether there is objective evidence that a
financial instrument has been impaired. In the case of available-for-sale financial instruments, a
significant or prolonged decline in the value of the instrument is considered to determine whether an
impairment has arisen. Impairment losses are recognised in profit or loss.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks and other short-
term highly liquid investments with original maturities of less than 3 months.
Page 49
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2018
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Issued Capital
Ordinary shares are classified as equity. Transaction costs (net of tax where the deduction can be
utilised) arising on the issue of ordinary shares are recognised in equity as a reduction of the share
proceeds received.
Share Based Payments and Performance Rights
The economic entity makes equity-settled share based payments to directors, employees and other
parties for services provided or the acquisition of exploration assets. Where applicable, the fair value
of the equity is measured at grant date and recognised as an expense over the vesting period, with
a corresponding increase to an equity account. The fair value of shares is ascertained as the market
bid price. The fair value of options is ascertained using a binomial lattice pricing model which
incorporates all market vesting conditions. Where applicable, the number of shares and options
expected to vest is reviewed and adjusted at each reporting date such that the amount recognised
for services received as consideration for the equity instruments granted shall be based on the
number of equity instruments that eventually vest.
Where the fair value of services rendered by other parties can be reliably determined, this is used to
measure the equity-settled payment.
Revenue
Interest revenue is recognised on a proportional basis taking into account the interest rates
applicable to the financial assets.
Employee Benefits
Short-term employee benefit obligations
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating
sick leave expected to be settled wholly within 12 months after the end of the reporting period are
recognised in liabilities in respect of employees' services rendered up to the end of the reporting
period and are measured at amounts expected to be paid when the liabilities are settled.
Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST (or overseas VAT), except
where the amount of GST incurred is not recoverable. In these circumstances the GST (or overseas
VAT) is recognised as part of the cost of acquisition of the asset or as part of an item of the expense.
Receivables and payables in the statement of financial position are shown inclusive of GST. Cash
flows are presented in the statement of cash flows on a gross basis except for the GST component of
investing and financing activities which are disclosed as operating cash flows.
Foreign Currency Transactions and Balances
Functional and presentation currency
The functional and presentation currency of Elementos Ltd and its Australian subsidiaries is Australian
dollars ($A).
Page 50
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2018
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Foreign Currency Transactions and Balances (continued)
Transactions 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 measured. Exchange differences
arising on the translation of monetary items are recognised in profit or loss, except where deferred in
equity as a qualifying cash flow or net investment hedge.
Group Companies
The financial results and position of foreign operations whose functional currency is different from the
economic entity’s presentation currency are translated as follows:
▪ assets and liabilities are translated at period-end exchange rates prevailing at that reporting
date;
▪
▪
income and expenses are translated at average exchange rates for the period;
retained earnings are translated at the exchange rates prevailing at the date of the
transaction.
Exchange differences arising on translation of foreign operations are recognised in other
comprehensive income.
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 group will comply with all attached conditions.
Government grants relating to costs are deferred and recognised in the profit or loss over the period
necessary to match them with the costs that they are intended to compensate.
Government grants relating to exploration and evaluation assets that have been capitalised are
recognised by deducting the grant received from the carrying amount of the exploration and
evaluation asset recognised on the statement of financial position.
Earnings Per Share (EPS)
Basic earnings per share is calculated by dividing the loss attributable to equity holders of the
Company, excluding any costs of servicing equity other than ordinary shares, by the weighted
average number of ordinary shares outstanding during the financial period adjusted for any 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 income 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.
Page 51
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2018
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
New and Amended Standards and Interpretations Adopted During the Year
None of the new standards and amendments to standards that are mandatory for the first time for
the financial year beginning 1 July 2018 affected any of the amounts recognised in the current period
or any period prior and are not likely to affect future periods.
New and amended standards issued that are not yet effective during the year have not been
adopted in preparing these financial statements. These standards include:
1 – AASB 15 - Revenue from Contracts with Customers – applicable to annual reporting periods
beginning on or after 1 January 2018.
2 – AASB 9 - Financial Instruments – applicable to annual reporting periods beginning on or after 1
January 2018.
3 – AASB 16 - Leases – applicable to annual reporting periods beginning on or after 1 January 2019.
None of these are expected to have a significant effect on the financial statements when they are
first applied.
Fair Values
Fair values may be used for financial asset and liability measurement as well as for sundry disclosures.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. It is based on the presumption
that the transaction takes place either in the principal market for the asset or liability or, in the
absence of a principal market, in the most advantageous market. The principal or most
advantageous market must be accessible to, or by, the Group.
Fair value is measured using the assumptions that market participants would use when pricing the
asset or liability assuming that market participants act in their best economic interest. The fair value
measurement of a non-financial asset takes into account the market participant's ability to generate
economic benefits by using the asset at its highest and best use or by selling it to another market
participant that would use the asset at its highest and best use. In measuring fair value, the Group
uses valuation techniques that maximise the use of observable inputs and minimise the use of
unobservable inputs.
Critical Accounting Estimates and Judgements
The directors evaluate estimates and judgments incorporated into the financial statements based
on historical knowledge and best available current information. Estimates assume a reasonable
expectation of future events and are based on current trends and economic data, obtained both
externally and within the economic entity.
Key Judgements:
Exploration and Evaluation Assets
The economic entity performs regular reviews on each area of interest to determine the
appropriateness of continuing to carry forward costs in relation to that area of interest. These reviews
are based on detailed surveys and analysis of drilling results performed to reporting date. Exploration
and evaluation assets at 30 June 2018 were $5,326,936 (2017: $4,745,000).
Page 52
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2018
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Critical Accounting Estimates and Judgements (continued)
Deferred Tax Assets
The Company is subject to income taxes in Australia and jurisdictions where it has foreign operations.
Significant judgement is required in determining the worldwide provision for income taxes. There are
certain transactions and calculations undertaken during the ordinary course of business for which
the ultimate tax determination is uncertain. The consolidated entity estimates its tax liabilities based
on the consolidated entity’s understanding of the tax law. Where the final tax outcome of these
matters is different from the amounts that were initially recorded, such differences will impact the
current and deferred income tax assets and liabilities in the period in which such determination is
made.
In addition, the consolidated entity has recognised deferred tax assets relating to carried forward
tax losses to the extent there are sufficient taxable temporary differences (deferred tax liabilities)
relating to the same taxation authority and the same subsidiary against which the unused tax losses
can be utilised. However, utilisation of the tax losses also depends on the ability of the entity, which
is not part of the tax consolidated group, to satisfy certain tests at the time the losses are recouped.
Due to the parent entity acquiring the entity that holds the losses it is expected that the entity will fail
to satisfy the continuity of ownership test and therefore has to rely on the same business test. As at 30
June 2018 the consolidated entity has not received advice that the losses are unavailable, however
should this change in the future the consolidated entity may be required to derecognise these losses.
NOTE 2: EXPENSES
Included in expenses are the following items:
Depreciation
ASX, ASIC, share registry expenses
Business development and investor relations costs
Legal fees
Insurances
Audit, tax and external accounting fees
Interest
Employee benefits expense comprises:
Salaries and wages
Consulting fees
Contributions to defined contribution plans
Equity settled securities
Annual leave expensed
30 June 2018
30 June 2017
$
$
2,774
58,413
167,155
6,611
30,682
88,025
3,785
149,534
183,396
29,249
50,819
1,535
10,002
33,173
131,852
4,373
29,696
101,530
30,000
102,816
200,880
14,520
-
7,690
Page 53
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2018
NOTE 3: INCOME TAX EXPENSE
The prima facie tax on the operating loss is reconciled to income
tax expense as follows:
Prima facie tax/(benefit) on loss from ordinary activities before
income tax at 27.5% (2017: 27.5%)
Adjust for tax effect of:
Non-deductible amounts
Tax loss not recognised
Temporary differences recognised
Under/Over
Income tax expense/(benefit)
30 June 2018
30 June 2017
$
$
(245,980)
(230,848)
(21,211)
167,109
-
(55,346)
146,568
-
100,082
139,626
-
-
Deferred tax assets and liabilities not recognised, the net benefit of which will only be realised if the
conditions for deductibility as set out in Note 1 occur:
Temporary differences
Tax losses
-
-
4,117,690
3,950,581
The Group has carried forward tax losses of $15,301,014 in Australia, which must satisfy the Continuity
of Ownership Test, or failing that, the Same Business Test, in order to be utilised in the future.
NOTE 4: CASH AND CASH EQUIVALENTS
Cash at bank and on hand
Short term deposits
30 June 2018
30 June 2017
$
$
425,819
510,743
936,562
645,868
10,000
655,868
Page 54
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2018
NOTE 5: EXPLORATION AND EVALUATION ASSETS
Exploration and evaluation expenditure carried forward in respect
of areas of interest are:
Exploration and evaluation phase - at cost
5,326,936
4,745,500
30 June 2018
30 June 2017
$
$
Movement in exploration and evaluation assets:
Opening balance - at cost
Capitalised exploration expenditure
Exploration and evaluation assets written off
Total exploration and evaluation assets
Less research and development refunds
Carrying amount at the end of the year
4,745,500
726,077
-
5,471,577
(144,641)
5,326,936
4,681,891
336,373
(60,926)
4,957,338
(211,838)
4,745,500
Recoverability of the carrying amount of exploration assets is dependent on the successful
development and commercial exploitation of projects, or alternatively, through the sale of the areas
of interest.
NOTE 6: TRADE AND OTHER PAYABLES
Current:
Trade payables and accrued expenses
Short term employee benefits
Total payables (unsecured)
30 June 2018
30 June 2017
$
$
53,105
9,225
62,330
60,485
7,690
68,175
The average credit period on purchases of goods and services is 30 days. No interest is paid on trade
payables.
NOTE 7: BORROWINGS
Current:
Unsecured:
Loan from related party
Accrued interest (on loan from related party)
Hire purchase lease
Total unsecured non-current liability
Non-Current:
Unsecured:
Hire purchase lease
Total unsecured non-current liability
Page 55
30 June 2018
30 June 2017
$
$
-
-
5,182
5,182
27,401
27,401
500,000
45,658
-
545,658
-
-
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2018
NOTE 7: BORROWINGS (CONTINUED)
2017
Cash flows
Interest
accrued
Debt conversion
– rights issue
Debt
conversion-
option
exercise
2018
Loan from
related party
Hire purchase
lease
545,658
-
(4,989)
3,783
(272,226)
(272,226)
-
30,901
1,682
-
-
32,583
545,658
25,912
5,465
(272,226)
(272,226)
32,583
On 23 December 2015, the Company executed a loan deed with the Company’s Non-Executive
Chairman Mr Andy Greig, a related party, with the following key terms:
•
•
•
Loan amount = $500,000
Loan term = 2 years
Interest rate = 6.0%
• Unsecured
• No conversion rights
• No requirement to repay principal or pay interest during the loan term
• Repayable by the Company at any time (during the loan term)
On 24 February 2017, the Company and Andy Greig agreed to extend the repayment date of the
loan to 31 December 2018. All other terms and conditions of the loan remain unchanged.
During the year ended 30 June 2018 the loan was repaid in full, as follows:
• Andy Greig subscribed for his full entitlement in the Company’s Rights Issue of 45,371,137
shares and 45,371,137 free attaching unlisted options (exercisable at 0.60 cents per option
expiring on 30 June 2018) at a costs of 0.60 cents per share (and free attaching option). Andy
Greig utilised the Rights Issue debt conversion facility to take up his Rights Issue entitlement
costing $272,226, and reduce his loan by the same amount.
• Andy Greig exercised 45,371,137 unlisted options (exercisable at 0.60 cents per option
expiring on 30 June 2018) in to 45,371,137 shares paying the exercise price of $272,226 by
reducing his loan by the same amount.
•
The Company made a final cash payment of $4,989 to pay the residual balance of the loan
and any accrued interest.
Page 56
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2018
NOTE 8: CONTRIBUTED EQUITY
Fully paid ordinary shares
Balance as at 1 July
Other share issues:
26 October 2016
14 December 2016
30 June 2017
9 August 2017
21 August 2017
21 August 2017
Various
2018
2017
No. of Shares
$
No. of Shares
$
949,297,823
13,391,701
767,479,642
12,407,382
(a)
(b)
(c)
(d)
(e)
(f)
(g)
-
-
-
-
-
-
64,333,636
17,484,545
100,000,000
353,835
96,165
600,000
153,985,709
83,338,933
45,371,137
100,019,308
923,914
500,034
272,227
600,116
-
-
-
-
-
-
-
-
Balance as at 30 June
1,332,012,910
15,687,992
949,297,823
13,457,382
Total transaction costs associated with
share issues
Net issued capital
(109,873)
15,578,119
(65,681)
13,391,701
Ordinary shareholders are entitled to participate in dividends and the proceeds on the winding up
of the company in proportion to the number of and amount paid on the shares held. Every ordinary
shareholder present at a meeting in person or by proxy is entitled to one vote on a show of hands or
by poll. Ordinary shares have no par value.
Notes for the above table, relating to the year ended 30 June 2018, are:
(a) & (b)
Issued at 0.55 cents each, pursuant to a private placement
(c)
(d)
(e)
(f)
(g)
Issued at 0.60 cents each, pursuant to a private placement
Issued at 0.60 cents each, pursuant to a rights issue
Issued at 0.60 cents each, pursuant to a rights issue
Issued at 0.60 cents each upon the exercise of options
Between 30 August 2017 and 27 June 2018 - issued at 0.60 cents each upon the
exercise of options
(Incentive) Options
Note
Weighted
average
exercise price
(cents)
30 June 2018
No. of Options
Weighted
average
exercise
price (cents)
30 June 2017
No. of Options
Unlisted Share Options
1.21
11,000,000
2.01
20,300,000
Balance at the beginning of the
reporting period
Options issued during the period:
2.01
20,300,000
2.67
43,850,000
Issued to staff and consultants
18
-
-
Expired
Exercisable at end of year
2.96
1.21
(9,300,000)
11,000,000
3.20
2.01
(23,550,000)
20,300,000
Page 57
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2018
NOTE 8: CONTRIBUTED EQUITY (CONTINUED)
(Other) Options
Note
Weighted
average
exercise price
(cents)
30 June 2018
No. of Options
Weighted
average
exercise
price (cents)
30 June 2017
No. of Options
-
-
0.60
0.60
-
-
337,324,642
(145,390,445)
0.60
(186,616,145)
0.60
5,318,052
-
-
-
-
-
-
-
-
-
Unlisted Share Options
Balance at the beginning of the
reporting period
Options issued during the period:
Options exercised during the
period
Expired
Exercisable at end of year
Capital Management
Exploration companies such as Elementos Limited are funded almost exclusively by share capital. In
December 2015, the Group also entered in to a loan agreement set out in more detail in Note 7
(Borrowings). The loan was repaid during the 2018 financial year.
Management controls the capital of the Group to ensure it can fund its operations and continue as
a going concern. Capital management policy is to fund its exploration activities principally by way
of equity, and where required, debt and/or project finance. No dividend will be paid while the Group
is in exploration stage. There are no externally imposed capital requirements.
There have been no other changes to the capital management policies during the year.
NOTE 9: RESERVES
Foreign Currency Translation Reserve
The foreign currency translation reserve recorded exchange differences arising on translation of
foreign controlled subsidiaries. Amounts were reclassified during the period to profit or loss as the
foreign operations have been abandoned.
Share-Based Payments Reserve
The share-based payment reserve is used to recognise the fair value of options issued to employees.
This reserve can be reclassified as retained earnings if options lapse.
Page 58
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2018
NOTE 10: CASH FLOW INFORMATION
Reconciliation of Cash Flow from Operations with Loss after Income
Tax:
Loss after income tax
Non-cash flows in loss from ordinary activities:
Depreciation
Exploration expenditure written off
Equity settled compensation
Deposit refund
Interest on borrowings
Changes in operating assets and liabilities:
(Increase)/Decrease in receivables
(Increase)/Decrease in prepayments and other assets
(Decrease)/Increase in payables
Cash flows from operations
NOTE 11: LOSS PER SHARE
30 June 2018
30 June 2017
$
$
(819,933)
(769,493)
2,774
-
50,819
(11,934)
10,002
60,926
-
-
-
30,000
(5,550)
(630)
44,033
(740,421)
1,736
708
(27,638)
(693,759)
30 June 2018
30 June 2017
$
$
Net loss used in the calculation of basic and diluted LPS
(819,933)
(769,493)
Weighted average number of ordinary shares outstanding during
the period used in the calculation of basic LPS
1,229,332,530
820,997,906
Options are considered potential ordinary shares. Options issued are not presently dilutive and were
not included in the determination of diluted loss per share for the period. Shares and options issued
subsequent to 30 June 2018 are also not dilutive.
NOTE 12: COMMITMENTS
(a) Exploration Commitments
The Group has certain obligations to expend minimum amounts on exploration in tenement areas.
These obligations may be varied from time to time and are expected to be fulfilled in the normal
course of operations of the Group.
The following commitments exist at balance date but have not been brought to account. If the
relevant option to acquire a mineral tenement is relinquished, the expenditure commitment also
ceases. The Group has the option to negotiate new terms or relinquish the tenements and also to
meet expenditure requirements by joint venture or farm-in arrangements.
Not later than 1 year
Later than 1 year but not later than 5 years
Total commitment
(b) Operating Lease Commitments
The Group has no operating leases (2017: nil).
Page 59
30 June 2018
30 June 2017
$
$
1,000,000
1,000,000
-
-
1,000,000
1,000,000
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2018
NOTE 13: CONTINGENT LIABILITIES
There were no contingent liabilities at the end of the reporting period.
NOTE 14: RELATED PARTY TRANSACTIONS
Parent Entity
Elementos Limited is the legal parent and ultimate parent entity of the Group, owning 100% of all
subsidiaries at 30 June 2018.
Subsidiaries
Interest in subsidiaries are disclosed in Note 19.
Key Management Personnel
Short-term employee benefits
Post-employment benefits
Equity-based payments
30 June 2018
30 June 2017
$
$
421,306
21,690
50,819
493,815
373,828
13,281
-
387,109
On 23 December 2015, the Company executed a loan deed with the Company’s Non-Executive
Chairman Mr Andy Greig, a related party, for up to $500,000. The loan was repaid during the 2018
financial year. Further details are contained in Note 7 (Borrowings).
The Company has a services agreement with Corporate Administration Services Pty Ltd (“CAS”) and
Duncan Cornish, the Company’s CFO and Company Secretary. Under the agreement, CAS also
provides accounting, bookkeeping and administrative services. Both Elementos and CAS are entitled
to terminate the agreement upon giving not less than three months’ written notice. The base fee
under the services agreement is $120,000 per annum. On 21 December 2015 Duncan Cornish was
issued with 10,000,000 unlisted options exercisable at 1.25 cents each on or before 31 July 2019
(vested immediately on issue)
NOTE 15: SHARE-BASED PAYMENTS
Director and Employee Share-based Payments
Share based payment expense recognised during the year:
Share based payment expense recognised during the period:
Performance Rights issued to an employee under performance
rights plan
30 June 2018
30 June 2017
$
$
50,819
50,819
-
-
Page 60
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2018
NOTE 15: SHARE-BASED PAYMENTS (continued)
During the year ended 30 June 2018, 30,000,000 performance rights were granted to the Company’s
Chief Executive Officer, Chris Creagh, one of the Group’s key management personnel, under the
(shareholder approved) Performance rights Plan. The performance rights have seven tranches that
each have difference test dates, vesting dates and vesting conditions. All of the Performance Rights
have an expiry date of 30 June 2020.
The Company obtained an independent valuation of the Performance Rights, who took into
account the share price at grant date and the (director) estimated probability of achieving each
vesting condition. These values were then spread evenly (for each tranche) over the period to the
test date for each tranche.
Performance Rights shall be divided into tranches of the amounts set out in Column 1, vesting on
satisfaction of conditions set out in Column 2:
Column 1
Column 2
(1) 4,000,000
On continuous employment with the Company until 31 March 2018
(2) 2,000,000
On successful completion of the Definitive Feasibility Study
(3) 3,000,000
On continuous employment with the Company until 1 January 2019
(4) 3,000,000
On final approval of Environmental Permitting by any relevant authority
(5) 4,000,000
On completion of a capital raising (debt or equity, or a combination)
sufficient to fund construction of a project and Elementos' corporate costs
(6) 4,000,000
On continuous employment with the Company until 1 January 2020
(7) 10,000,000
On the commissioning of a process plant that uses the low concentrate,
roasting, leaching and electrowinning technology introduced to Elementos
and reaching 80% of planned monthly production rate for a period of 3
months at any site operated by Elementos
Note: If the technology referred to in Tranche 7 is not implemented, Tranche 7 is subject to change
by Elementos at its sole discretion.
If a vesting condition is satisfied after the Employee's employment ends, the Board may in its absolute
discretion (acting reasonably) assess and rate the Employee's performance or contribution toward
the satisfaction of a vesting condition ('Performance Rating') in which event the Performance Rights
for that Tranche will convert in the limited proportion set out in the table below ('Determined Rights'),
and otherwise do not convert to ordinary Shares:
Performance Rating
% Performance Rights
capable of converting
Excellent
Very Good
Good
Fair
Poor
100%
75%
50%
25%
0%
Page 61
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2018
NOTE 16: AUDITOR’S REMUNERATION
Remuneration for the auditor of the parent entity:
BDO Audit Pty Ltd and its related entities:
Auditing or reviewing the financial reports
NOTE 17: FINANCIAL RISK MANAGEMENT
(a) Financial Risk Management Policies
30 June 2018
30 June 2017
$
$
43,443
43,443
34,343
34,343
The Elementos Group's financial instruments comprises cash balances, receivables and payables,
loans to and from subsidiaries and a loan from a related party (which was repaid in 2018). The main
purpose of these financial instruments is to provide finance for Group operations.
Treasury Risk Management
Key executives of the Company meet on a regular basis to analyse exposure and to evaluate
treasury management strategies in the context of the most recent economic conditions and
forecasts.
The board of directors has overall responsibility for the establishment and oversight of the Group's risk
management framework. Management is responsible for developing and monitoring the risk
management policies and reports to the board.
Financial Risks
The main risks the Group is exposed to through its financial instruments are interest rate risk, credit risk
and liquidity risk. These risks are managed through monitoring of forecast cash flows, interest rates,
economic conditions and ensuring adequate funds are available.
Interest Rate Risk
The Group's exposure to interest rate risk, which is the risk that a financial instrument's cash flows from
interest will fluctuate as a result of changes in market interest rates, arises in relation to the Group's
bank balances. This risk is managed through careful placement of surplus funds in interest bearing
bank accounts.
The Company has performed sensitivity analysis relating to its exposure to interest rate risk. At year
end, the effect on profit and equity as a result of a 1% change in the interest rate, with all other
variables remaining constant, is immaterial (2017: immaterial).
Liquidity Risk
Liquidity risk is the risk that the Group will not be able meet its financial obligations as they fall due.
This risk is managed by ensuring, to the extent possible, that there is sufficient liquidity to meet liabilities
when due, without incurring unacceptable losses or risking damage to the Group's reputation.
The economic Group's activities are funded from equity and where required and available debt
and/or project finance. There is no requirement to repay principal or pay interest on the related party
loan during the loan term.
Page 62
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2018
NOTE 17: FINANCIAL RISK MANAGEMENT (CONTINUED)
Credit Risk
The maximum exposure to credit risk, excluding the value of any collateral or other security, at
balance date to recognised financial assets, is their carrying amount, net of any provisions for
impairment of those assets, as disclosed in the statement of financial position and notes to the
financial statements.
Credit risk arises from exposures to deposits with financial institutions and sundry receivables.
Credit risk is managed and reviewed regularly by key executives. The key executives monitor credit
risk by actively assessing the rating quality and liquidity of counter parties:
▪ only banks and financial institutions with an ‘A’ rating are utilised; and
▪ all other entities are rated for credit worthiness taking into account their size, market position
and financial standing.
At 30 June 2018, there was no concentration of credit risk, other than bank balances and on
geographical basis with most financial assets in Australia (2017: nil).
(b) Financial Instrument Composition and Contractual Maturity Analysis
Financial assets:
Within 6 months:
cash & cash equivalents (i)
receivables (ii)
Financial liabilities:
Within 6 months:
payables (ii)
Within 18 months:
loan
30 June 2018
30 June 2017
$
$
936,562
5,834
942,396
655,868
284
656,152
(62,330)
(68,175)
(7,888)
(70,218)
(545,658)
(613,833)
(i) Floating interest rates, with weighted average effective interest rate 1.79%, with an average
maturity of 10 days.
(ii) Non-interest bearing. The contractual cash flows do not differ to the carrying amount.
(c) Fair Values
Fair values of financial assets and financial liabilities are materially in line with carrying values due to
there short term nature.
Page 63
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2018
NOTE 18: SEGMENT REPORTING
Operating segments have been determined on the basis of reports reviewed by the board of
directors and the Chief Executive Officer (chief operating decision makers) in assessing performance
and determining the allocation of resources. The Group is managed primarily on a geographic basis,
that is, the location of the respective areas of interest (tenements) in Australia. Operating segments
are determined on the basis of financial information reported to the board of directors which is at
the consolidated entity level. The Group does not have any products or services that it derives
revenue from. The Group's exploration and development activities in Australia is the Group’s sole
focus, primarily focused around tin and copper. The Group's previous exploration activities in
Argentina and Chile have been discontinued and/or sold.
Accordingly, management currently identifies the Group as having only one reportable segment,
being the exploration of mineral assets in Australia. There have been no changes in the operating
segments during the year. Accordingly, all significant operating decisions are based upon analysis of
the consolidated entity as one segment. The financial results from this segment are equivalent to the
financial statements of the Group as a whole.
NOTE 19: SUBSIDIARIES
The consolidated financial statements incorporate the assets, liabilities and results of the following
wholly-owned subsidiaries in accordance with the accounting policy described in Note 1:
Rockwell Minerals Pty Ltd
Rockwell Minerals (Tasmania) Pty Ltd
Elementos Minerales S.A.
Elementos Chile Limitada
NOTE 20: EVENTS AFTER REPORTING PERIOD
Country of
incorporation
Australia
Australia
Argentina
Chile
Ownership interest
2018
100%
100%
100%
100%
2017
100%
100%
100%
100%
On 31 July 2018, the Company announced (in separate announcements) that:
•
•
it had signed a binding Heads of Agreement (HoA) with Eurotin Limited (TSX-V: TIN) (Eurotin)
to acquire the 96% owned Oropesa Tin Project located in Spain (Oropesa); and
the Company has received binding commitments for a private placement to raise $1.2 million
at $0.006 per share (Placement) to support the completion of the Orepsa transaction and
general working capital purposes.
The Company believes Oropesa is one of the best undeveloped tin resources in the Western World.
Attractions include, a large JORC Mineral Resource based on more than 54,000 metres of drilling,
open-cut mining potential, simple metallurgy and processing, access to development infrastructure,
and support from local stakeholders. A Feasibility Study is in progress, Environmental Studies complete
and a Mining Licence Application lodged.
The acquisition represents an excellent strategic fit with the organisations core capability of
developing tin projects, a fundamental driver of Eurotin’s decision to partner with Elementos to deliver
the Oropesa project.
Oropesa is a near-term development project and cash flow generation opportunity, being acquired
at a very attractive valuation. The Company believes it will create significant share value-uplift
potential for shareholders as the project is well advanced towards development.
Page 64
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2018
NOTE 20: EVENTS AFTER REPORTING PERIOD (CONTINUED)
Consideration for the acquisition is the issue of one billion fully paid Elementos shares which are to be
distributed pro-rata to Eurotin’s shareholders. The transaction is subject to completion of due
diligence and shareholder approvals. The Company expects to complete its due diligence enquires
by 5 October 2018 and proceed to progress the various regulatory and shareholders approvals
necessary to complete the acquisition.
The Company also expects to complete the Placement to sophisticated investors by 5 October 2018
using the Company’s existing placement capacity under the ASX Listing Rules.
Other than the events noted above, there are no other matters or circumstances that have arisen
since the end of the year which significantly affected or may significantly affect the operations of
the Group, the results of those operations, or the state of affairs of the Group in future financial years.
NOTE 21: PARENT ENTITY INFORMATION
The following information relates to the parent entity, Elementos Limited at 30 June 2018. This
information has been prepared using consistent accounting policies as presented in Note 1.
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Contributed equity
Reserves
Accumulated losses
Total equity
Loss for the period
Other comprehensive income for the period
Total comprehensive income for the period
30 June 2018
30 June 2017
$
939,506
8,129,317
9,068,823
76,337
27,401
103,738
$
655,020
6,722,117
7,377,137
623,084
-
623,084
31,473,650
29,287,232
119,849
1,270,522
(22,628,414)
(23,803,701)
8,965,085
6,754,053
(823,168)
(1,549,399)
-
-
(823,168)
(1,549,399)
The Company has no contingent liabilities, nor has it entered into any guarantees in relation to the
debts of its subsidiaries (2017: nil).
The Company has not entered into any contractual commitments for the acquisition of property,
plant and equipment (2017: nil).
NOTE 22: COMPANY DETAILS
The registered office and principal place of business is:
Level 10, 110 Mary Street
Brisbane, Queensland, 4000 Australia
NOTE 23: DIVIDENDS & FRANKING CREDITS
There were no dividends paid or recommended during the financial year. There are no franking
credits available to the shareholders of the Company.
Page 65
ELEMENTOS LIMITED - ABN 49 138 468 756
ANNUAL REPORT 2018
Directors’ Declaration
The directors of the Company declare that:
1.
The attached financial statements and notes are in accordance with the Corporations Act
2001, including:
a. complying with Australian Accounting Standards and Interpretations which, as stated
in accounting policy note 1 to the financial statements, constitutes explicit and
unreserved compliance with International Financial Reporting Standards (IFRS); and
b. giving a true and fair view of the consolidated entity’s financial position as at 30 June
2018 and of its performance for the financial year ended on that date.
2.
The chief executive officer and chief financial officer have each declared under section
295A that:
a.
b.
the financial records of the Company for the financial year have been properly
maintained in accordance with section 286 of the Corporations Act 2001;
the financial statements and notes for the financial year comply with the Australian
Accounting Standards and Interpretations; and
c.
the financial statements and notes for the financial year give a true and fair view.
3.
In the directors' opinion there are reasonable grounds to believe that the Company will be
able to pay its debts as and when they become due and payable.
This declaration is made in accordance with a resolution of the board of directors.
Chris Dunks
Director
25 September 2018
Brisbane, Queensland
Page 66
Tel: +61 7 3237 5999
Fax: +61 7 3221 9227
www.bdo.com.au
Level 10, 12 Creek St
Brisbane QLD 4000
GPO Box 457 Brisbane QLD 4001
Australia
INDEPENDENT AUDITOR'S REPORT
To the members of Elementos Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Elementos Limited (the Company) and its subsidiaries (the
Group), which comprises the consolidated statement of financial position as at 30 June 2018, 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 2018 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 1 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 Pty Ltd ABN 33 134 022 870 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 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.
Page 67
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
Refer to Note 5 in the financial report.
The Group carries exploration and evaluation
assets as at 30 June 2018 in relation to the
application of the Group’s accounting policy for
exploration and evaluation assets.
The recoverability of exploration and evaluation
asset is a key audit matter due to:
•
•
The significance of the total balance; and
The level of procedures undertaken to
evaluate management’s application of the
requirements of AASB 6 Exploration for and
Evaluation of Mineral Resources (‘AASB 6’)
in light of any indicators of impairment that
may be present.
Our procedures included, but were not limited to
the following:
•
•
•
Obtaining evidence that the Group has valid
rights to explore in the areas represented by
the capitalised exploration and evaluation
expenditure by obtaining supporting
documentation such as license agreements
and also considering whether the Group
maintains the tenements in good standing
Making enquiries of management with
respect to the status of ongoing exploration
programs in the respective areas of interest
and assessing the Group's cashflow budget
for the level of budgeted spend on
exploration projects and held discussions
with directors of the Group as to their
intentions and strategy
Enquiring of management, reviewing ASX
announcements and reviewing directors'
minutes to ensure that the Group had not
decided to discontinue activities in any
applicable areas of interest and to assess
whether there are any other facts or
circumstances that existed to indicate
impairment testing was required.
B DO Audit Pty Ltd ABN 33 134 022 870 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 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.
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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 2018, 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.
B DO Audit Pty Ltd ABN 33 134 022 870 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 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.
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Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 19 to 25 of the directors’ report for the
year ended 30 June 2018.
In our opinion, the Remuneration Report of Elementos Limited, for the year ended 30 June 2018,
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 Pty Ltd
D P Wright
Director
Brisbane, 25 September 2018
B DO Audit Pty Ltd ABN 33 134 022 870 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 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.
Page 70