Equus Mining Limited
Annual Report 2017

Plain-text annual report

30 October 2017 The Manager Companies ASX Limited 20 Bridge Street SYDNEY NSW 2000 Dear Sir/Madam (74 pages by email) ANNUAL REPORT AND NOTICE OF AGM In accordance with Listing Rule 4.7 and 3.17, I attach the Company’s Annual Report for the year ended 30 June 2017 and the Company’s Notice of Annual General Meeting to be held at 2.30 pm on 30 November 2017. Yours sincerely Marcelo Mora Company Secretary pjn9123 Equus Mining Limited ABN 44 065 212 679 Level 2, 66 Hunter Street Sydney NSW 2000 Australia T +61 2 9300 3366 F +61 2 9221 6333 E info@equusmining.com W www.equusmining.com 2017 Annual Report EQUUS MINING LIMITED and its controlled entities ABN 44 065 212 679 Contents Corporate Directory Chairman’s Letter Review of Operations Corporate Governance Statement Directors’ Report Lead Auditor’s Independence Declaration Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Financial Statements Directors’ Declaration Independent Auditor’s Report Additional Stock Exchange Information 1 2 3 8 9 17 18 19 20 21 22 49 50 56 Corporate Directory Directors Share Registry Mark Lochtenberg Non-Executive Chairman Edward Leschke Juerg Walker Robert Yeates Managing Director Non-Executive Director Non-Executive Director Advanced Share Registry Limited 150 Stirling Highway Nedlands, Western Australia 6009 Telephone: Facsimile: (61 8) 9389 8033 (61 8) 9389 7871 Company Secretary Marcelo Mora Principal Place of Business and Registered Office Level 2 66 Hunter Street Sydney NSW 2000 Australia Telephone: Facsimile: Email address: Web site: (61 2) 9300 3366 (61 2) 9221 6333 info@equusmining.com www.equusmining.com Auditors KPMG Level 16, Riparian Plaza 71 Eagle Street Brisbane QLD 4000 Stock Exchange Listings Australian Securities Exchange Berlin and Frankfurt Securities Exchanges (Third Market Segment) (Code – EQE) 1 2017 Annual Report Chairman’s Letter Dear Fellow Shareholders, Equus Mining’s focus during the year was the acquisition of the rights to 100% of the Los Domos gold-silver project located in Chile’s XI Region, adjacent to the Cerro Bayo silver-gold mine, and the commencement of exploration activities with initial, excellent and encouraging results at this project. To that end, Equus continues to assess new and prospective opportunities within Chile, in particular those opportunities where the entry cost are minimal for a quality project. Unlike Australia, Chile’s secure licencing system with no minimum exploration expenditure requirements means there is not the same time pressure to spend large amounts of capital. Equity markets for the junior resources sector remained subdued throughout most of the 2017 fiscal year. However, subsequent to year’s end there has been a noticeable renewed level of interest across the broader mining sector which is now beginning to filter down to the junior end of the market. Reasonable world growth coupled with an absence of new metal supply (stemming from a dearth of new mining projects across the globe) has seen a sharp improvement in commodity prices, many of which have now broken long-term down trends. With Los Domos shaping up to be a high quality project, and against a backdrop of improving commodity prices and investor sentiment, I am optimistic about what lies ahead for our growing Company. Finally, on behalf of the Board of Directors I would like to thank our many shareholders for their continued support as we look forward to what promises to be a highly exciting next 12 months. Mark H. Lochtenberg Chairman In addition to the Los Domos gold-silver project’s significant prospectivity, this acquisition is consistent with the Company’s focus on developing natural resource projects strategically located near existing mines and other infrastructure. Initial field activities were primarily focussed on continuous diamond saw channel sampling and detailed geological mapping designed to better define extensions of high grade gold-silver and base metal mineralisation prior to drill testing. To date eight prospect drill targets, exhibiting characteristic epithermal metal zonation, have been defined through vein sampling. Four of these have returned high grade gold and silver mineralisation and base metal values from quartz veins outcropping at surface and are considered to be within or just above the precious metal zone. Another four have returned anomalous gold and silver values and elevated epithermal pathfinder metals typically found above epithermal precious metal zones. This preliminary surface work was followed up by an inaugural drill campaign which commenced towards the end of the year. The first drill hole at the T7 Structure Prospect intercepted a spectacular base and precious metal intercept of 8.39m grading 0.71 g/t Au, 248 g/t Ag, 20.72% Pb and 7.07% Zn from 45.75m down hole. This result is considered an early “proof of concept” for the vertical zonation model developed during the initial stages of the Los Domos project. The Republic of Chile ranks as one of the leading destinations globally for mineral explorers and miners due to the country’s sound licensing system and high mineral prospectivity. Despite Chile’s leading position in the global minerals industry the paucity of previous modern exploration in many areas close to existing mining activities demonstrates what Chile has to offer in terms of attractive mineral exploration and development opportunities. 2 EQUUS MINING LIMITED Review of Operations Corporate Activities On 25 October 2016, Equus announced that it had acquired the rights to 100% of the Los Domos gold-silver project via an earn-in and purchase agreement with Terrane Minerals SpA (‘Terrane’). The project is located in Chile’s XI region, adjacent to the Cerro Bayo silver-gold mine. Under the agreement Equus is to fund a programme of systematic surface sampling and 2,000m of drilling. On completion of the drilling program, Terrane Minerals SpA is to transfer its Los Domos project assets into a newly formed Joint Venture Company (‘JV’) of which Equus will hold a 51% equity interest and Terrane a 49% equity interest. Equus has a two-year option to buy the remaining 49% interest in the JV by issuing Terrane A$450,000 worth of ordinary shares of Equus at an issue price of 1.2 cents, equivalent to 37.5m shares. Upon exercising this option Equus will own 100% of the project. The shares will be voluntarily escrowed for a period of 12 months. In addition, Equus has reimbursed historic costs of US$141k incurred by Terrane. On 4 November 2016, the Company issued 100,000,000 new ordinary shares under a placement for a total consideration of $1,000,000. On 17 March 2017, the Company announced a placement of 133,333,333 of new issue shares in two tranches, the first tranche was completed on 27 March 2017 with the issue of 43,487,309 new shares and second tranche was completed on 3 May 2017 with the issue of 89,846,024 new shares. The consideration received for the two tranches was $1,600,000. 3 2017 Annual Report Review of Operations Los Domos Gold-Silver Project The Los Domos gold-silver project is located 10km south of the township of Chile Chico, Region XI, Chile. The project area´s altitude range of 800-1200m and a dry, moderate climate permits near year-round exploration. The project area is located 15km southeast of the Cerro Bayo gold-silver mine and 500ktpa treatment plant which is owned by TSX-listed Mandalay Resources. Mapping and rock chip sampling to date throughout the Los Domos Project area (See Map 2) has delineated multiple structural corridors hosting chalcedonic - saccaroidal quartz veins and hydrothermal breccias. Apart from reconnaissance style mapping and sampling, these newly discovered structural corridors have never received any modern systematic exploration and hence have never been drill tested. Several surface sampling campaigns to better define and extend known multiphase high grade gold-silver and base metal mineralisation zones were carried out during the year. Rock channel sampling was predominantly being carried out using a diamond saw to give continuous, representative results. The aim of this systematic sampling and mapping of surface mineralised vein and breccia structures and peripheral stockwork zones was to better define potential extensions to mineralised structures at surface and provide vectors to mineralisation at depth for subsequent drill testing. Map 1. Los Domos Gold-Silver Project Location in Chile’s Region XI 4 EQUUS MINING LIMITED Review of Operations Vein mapping and sample results have shown typical vertical precious metal, pathfinder element and quartz texture zonation: • High grade gold and silver grades are reported predominantly in saccaroidal veins which outcrop at lower altitudes throughout the Los Domos Project area – typically below 1,100m. See areas T1 & T7 in Map 2. • Areas where both relatively higher antimony and arsenic and intermittent gold and silver grades have been recorded within quartz veins typically occur between 1,100m and 1,200m. See areas T2 and T8. • Areas where relatively higher antimony and arsenic and other pathfinder element values are reported with only anomalous precious metal values within quartz veins are typically at higher altitude above 1,200m. See areas T3, T4, T5, and T6. Map 2. Los Domos Gold-Silver Geochemical Sampling Results 5 2017 Annual Report Review of Operations Understanding the vertical metal zonation within the epithermal vein system at Los Domos is key to guiding exploration, including drill testing. Increased recognition of geochemical, vein quartz texture and alteration zonation of epithermal Au-Ag systems is delivering the next generation of discoveries of concealed deposits, such as those of Cerro Bayo (Mandalay) and Cerro Negro (Goldcorp). An inaugral drill campaign commenced towards the end of the year. The first drill hole at the T7 Structure Prospect intercepted a shallow 8.39m mineralised interval which returned a weighted average of 0.71 g/t Au, 248 g/t Ag, 20.72% Pb and 7.07% Zn from 45.75m down hole. See Map 3. The high grade mineralisation intersected in LDD 001 at the T7 Structure Prospect comprised brecciated, sphalerite and galena rich, banded epithermal quartz veins and hydrothermal breccias hosted in quartz crystal-rich tuff. This mineralisation is interpreted as representing part of a multiphase, possibly telescoped more Intermediate Sulphidation epithermal style of mineralisation which occurs within the dominantly Low Sulphidation epithermal style Los Domos project area. Importantly this high grade intercept occurred directly beneath previously reported surface channel sampling which was low grade (7m @ 0.82g/t Au, 18g/t Ag, 1.40% Pb, 1.26% Zn) but enriched in high level pathfinder metals such as antimony and arsenic. This is an early “proof of concept” for the vertical zonation model developed during the early stages of the Los Domos project. Map 3. Cross Section of Drill Hole LDD-001 at the T7 Structure Prospect Mina Rica Thermal Coal Project During the year, minimal work was undertaken at the Company’s Mina Rica thermal coal project. The Directors have assessed the area for impairment and have fully impaired the Rio Perez project. The directors have planned further exploration for the Mina Rica and Rio Rubens areas and continue to carry the capitalised exploration and evaluation expenditure in relation to these projects. 6 EQUUS MINING LIMITED Review of Operations Compliance statement The information in this report that relates to Exploration Results for the Los Domos Gold-Silver project is based on information compiled by Damien Koerber. Mr Koerber is a geological consultant to the Company. Mr Koerber is a Member of the Australian Institute of Geoscientists and has sufficient experience which is relevant to the style of mineralisation and type of deposits under consideration and to the activities 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 Koerber has a beneficial interest as shareholder and Director of Terrane Minerals SpA (‘vendor’) in Los Domos Gold-Silver project and consents to the inclusion in this report of the matters based on his information in the form and context in which it appears. No Material Changes Equus Mining Limited confirms that it is not aware of any new information or data that materially affects the information included in this Annual Report and that all information continues to apply. (i) All the material assumptions underpinning exploration results for sample numbers LD00001 to LD00102 are outlined in Table 1 and Appendix 1 in the initial public report titled Los Domos Gold-Silver project (see ASX release dated 25 October 2016) and continue to apply and have not materially changed. (ii) All the material assumptions underpinning exploration results for sample numbers LD00103 to LD00205 are outlined in Table 1 and Appendix 1 in the December 2016 Quarterly Activities Report (see ASX release dated 31 January 2017) continue to apply and have not materially changed. (iii) All the material assumptions underpinning exploration results for sample numbers LD00206 to LD00382 are outlined in Table 1 and Appendix 1 in the report titled Los Domos Gold-Silver Project High Grade Assay Results (see ASX release dated 3 March 2017) continue to apply and have not materially changed. (iv) All the material assumptions underpinning exploration results for sample numbers LD00283 to LD00400 are outlined in Table 1 and Appendix 1 in the report titled Los Domos Gold-Silver Project Yields Further High Grade Assay Results (see ASX release dated 31 March 2017) continue to apply and have not materially changed. (v) All the material assumptions underpinning exploration results for sample numbers LDD0001 to LDD00050 are outlined in Table 1 in the report titled Significant High Grade Assays From Shallow Depth Intercept In First Drill Hole At Los Domos Gold-Silver Project (see ASX release dated 12 July 2017) continue to apply and have not materially changed. AuEq(g/t) = Au(g/t) + Ag(g/t) x ie Ag:Au = 68:1 Price per 1 Ag(g) x Ag Recovery (%) Price per 1 Au(g) x Au Recovery (%) Gold Equivalent Calculation Assumptions US$1244 per ounce US$40 per gram The metallurgical recoveries for Au and Ag are based Gold Price: US$18.35 per ounce US59c per gram Silver Price: on the recoveries being achieved by a neighbouring 2016 Gold Recovery*: 84.93% Cerro Bayo mine which is operating in the same 2016 Silver Recovery*: 87.40% geologic setting as the Los Domos project. It is EQE’s opinion that all the elements included in the metal equivalents calculation have a reasonable potential to be recovered and sold. *Source: http://www.mandalayresources.com/wp-content/uploads/2013/09/Cerro_Bayo_Operating_Statistics_Q4_2016.pd (a) www.mandalayresources.com Yours sincerely Ted Leschke Managing Director Dated this 25th day of September 2017 7 2017 Annual Report Corporate Governance Statement The Board is committed to maintaining the highest standards of Corporate Governance. Corporate Governance is about having a set of core values and behaviours that underpin the Company’s activities and ensure transparency, fair dealing and protection of the interests of stakeholders. The Company has reviewed its corporate governance practices against the Corporate Governance Principles and Recommendations (3rd edition) published by the ASX Corporate Governance Council. The 2017 corporate governance statement is dated 1 September 2017 and reflects the corporate governance practices throughout the 2017 financial year. The board approved the 2017 corporate governance on 1 September 2017. A description of the Company’s current corporate governance practices is set out in the Company’s corporate governance statement, which can be viewed at http://www.equusmining.com/corporate- governance/. 8 EQUUS MINING LIMITED Directors’ Report The Directors present their report, together with the consolidated financial statements of the Group, comprising of Equus Mining Limited (‘Equus’ or ‘the Company’) and its controlled entities for the financial year ended 30 June 2017 and the auditor’s report thereon. Edward Jan Leschke, Managing Director Director since 5 September 2012 Mr. Leschke graduated with a Bachelor of Applied Science – Applied Geology degree from the Queensland University of Technology. During a 22 year professional career Mr Leschke initially worked as a mine geologist at the Elura zinc-lead-silver mine in central New South Wales as well as holding geological positions in a number of locations such as the Central Queensland coal fields, South Australia and Papua New Guinea. Mr Leschke made the transition to the financial sector specialising in mining investment, analysis and corporate finance and has worked for a number of financial institutions including BZW Stockbroking, Aberdeen Asset Management and Shaw Stockbroking. Mr Leschke has been responsible for the inception of Equus Resources Ltd and the two wholly owned subsidiaries in the Republic of Chile. He has not served as a director of any other listed company during the past three years. Juerg Marcel Walker, Non-Executive Director Director appointed 20 May 2002 Juerg Walker is a European portfolio manager and investor. He has over 30 years’ experience in the Swiss banking industry, operating his own portfolio management company after leaving his position as senior vice president of a private bank in Zurich. He has not served as a director of any other listed company during the past three years. DIRECTORS The names and details of the Directors in office during or since the end of the previous financial year are as follows. Directors were in office for the entire year unless otherwise stated. Mark Hamish Lochtenberg, Non-Executive Chairman Director since 10 October 2014 Mr Lochtenberg graduated with a Bachelor of Law (Hons) degree from Liverpool University, U.K. and has been actively involved in the coal industry for more than 30 years. Mark Lochtenberg is the former Executive Chairman and founding Managing Director of ASX-listed Baralaba Coal Company Limited (formerly Cockatoo Coal Limited). He was a principal architect of Cockatoo’s inception and growth from an early-stage grassroots explorer through to an emerging mainstream coal producer. He was also formerly the co-head of Glencore International AG’s worldwide coal division, where he spent 13 years overseeing a range of trading activities including the identification, due diligence, negotiation, acquisition and aggregation of the coal project portfolio that would become Xstrata Coal. Prior to this Mark established a coal “swaps” market for Bain Refco, (Deutsche bank) after having served as a senior coal trader for Hansen Neuerburg AG and as coal marketing manager for Peko Wallsend Limited. Mr Lochtenberg is the immediate past Managing Director of Pacific American Coal Limited and has previously been a Director of ASX-listed Cumnock Coal Limited and of privately held United Collieries Pty Limited and is currently a Director of Australian Transport, Energy Corridor Pty Limited, (ATEC) and unlisted public company Nickel Mines Pty Limited. He has not served as a director of any other listed company during the past three years. 9 2017 Annual Report Directors’ Report Robert Ainslie Yeates, Non-Executive Director Director since 20 July 2015 DIRECTORS’ MEETINGS The number of Directors’ meetings and number of meetings attended by each of the Directors (while they were a Director) of the Company during the year are: Director Mark H. Lochtenberg Edward J. Leschke Juerg M. Walker Robert A. Yeates Board Meetings Held Attended 2 2 2 2 2 2 2 2 DIRECTORS’ INTERESTS Directors’ beneficial shareholdings at the date of this report are: Fully Paid Ordinary Shares 27,306,727 34,368,889 8,297,861 2,090,909 Options over ordinary shares – – – – Director Mark H. Lochtenberg Edward J. Leschke Juerg M. Walker Robert A. Yeates OPTION HOLDINGS Options granted to directors’ and officers’ The Company did not grant any options over unissued ordinary shares during or since the end of the financial year to directors as part of their remuneration. The Directors do not hold any options over unissued shares at the date of this report nor did they hold any at the reporting date. The Company has not granted any options over unissued ordinary shares during or since the end of the financial year to officers as part of their remuneration. Unissued shares under option During the year, the Company issued 8,718,273 unlisted options over ordinary shares (2016: nil options) Number of shares Exercise price Expiry date 8,718,273 $0.02 4 May 2018 Rob Yeates is a graduate of the University of NSW, completing a Bachelor of Engineering (Honours 1) in 1971 and a PhD in 1977 and then an MBA in 1986 from Newcastle University.  He began his career with Peko Wallsend working in a variety of roles including mining engineering, project management, mine management and marketing. He became General Manager Marketing for Oakbridge Pty Limited in 1989 following a merger with the Peko Wallsend coal businesses and went on to become Managing Director of Oakbridge, which was the largest coal mining company in NSW at that time, operating one open cut and five underground coal mines. Dr Yeates also has gained operating, business development and infrastructure experience as a director of Port Waratah Coal Services (Newcastle Port), Port Kembla Coal Terminal, Great Northern Mining Corporation NL and Cyprus Australia Coal and for the past 20 years has been principal of his own mine management consultancy, providing a wide range of technical, management and strategic planning services to the mining industry. Until 2014 he was also Project Director then CEO of Newcastle Coal Infrastructure Group, which has developed and is operating coal export facilities in Newcastle. Dr Yeates was until 2015 and for the prior ten years a director in ASX-listed Baralaba Coal Company Limited (formerly Cockatoo Coal Limited), and since 2016 he has been a director of Watagan Mining Ltd. He has not served as a director of any other listed company during the past three years. COMPANY SECRETARY Marcelo Mora Company Secretary since 16 October 2012 Marcelo Mora holds a Bachelor of Business degree and Graduate Diploma of Applied Corporate Governance, and is a Chartered Secretary (AGIA). Mr Mora has been an accountant for more than 30 years and has experience in resources and mining companies both in Australia and internationally, providing financial reporting and company secretarial services to a range of publicly listed companies. 10 EQUUS MINING LIMITED Directors’ Report CORPORATE INFORMATION Corporate Structure Equus Mining Limited is a limited liability company that is incorporated and domiciled in Australia. It has prepared a consolidated financial report incorporating the entities that it controlled during the financial year. The Group’s structure at 30 June 2017 is outlined below. EQUUS MINING LIMITED – GROUP STRUCTURE AT 30 JUNE 2017 Equus Resources Pty Ltd Southern Gold SpA 0.1% 100% Andean Coal Pty Ltd Minera Carbones Del Sur Limitada The Companies referred above comprise the “Consolidated Entity” for the purposes of the Financial Statements included in this report. On 18 October 2016, the Group incorporated Southern Gold SpA in the Republic of Chile. 11 2017 Annual Report Directors’ Report PRINCIPAL ACTIVITIES The principal activity of the Group during the course of the financial year was the incorporation of Southern Gold SpA in the Republic of Chile to acquire the rights to 100% of the Los Domos gold-silver project via an earn-in and purchase agreement with Terrane Minerals SpA and the mineral exploration in the Magallanes Basin of its coal assets. FINANCIAL RESULTS The consolidated loss after income tax attributable to members of the Company for the year was $899,548 (2016: $3,573,850 loss). REVIEW OF OPERATIONS A review of the Group’s operations for the year ended 30 June 2017 is set out on pages 3 to 7 of this Annual Report. DIVIDENDS The Directors do not recommend the payment of a dividend in respect of the financial year ended 30 June 2017. No dividends have been paid or declared during the financial year (2016 - $nil). CHANGES IN STATE OF AFFAIRS In the opinion of the Directors, significant changes in the state of affairs of the Group that occurred during the year ended 30 June 2017 were as follows: • On 25 October 2016, the Group announced that it had acquired the rights to 100% of the Los Domos gold-silver project via an earn-in and purchase agreement with Terrane Minerals SpA (‘Terrane’). The project is located in Chile’s XI region, adjacent to the Cerro Bayo gold-silver mine. • Under the agreement Equus is to fund a programme of systematic surface sampling and 2,000m of drilling. On completion of the drilling program, Terrane is to transfer its Los Domos project assets into a the newly formed Joint Venture Company, Southern Gold SpA incorporated in the Republic of Chile (‘JV’) of which Equus will hold a 51% equity interest and Terrane a 49% equity interest. Equus has a two-year option to buy the remaining 49% interest in the JV by issuing Terrane A$450,000 worth of Ordinary shares in the capital of Equus Mining Limited at an issue price of 1.2 cents, equivalent to 37.5m shares. Upon exercising • 12 this option Equus will own 100% of the project. The shares issued to Terrane will be voluntarily escrowed for a period of 12 months. In addition, Equus reimbursed historical costs of US$141,000 incurred by Terrane during the period ended 31 December 2016. • On 4 November 2016, the Company issued 100,000,000 new ordinary shares under a placement for a total consideration of $1,000,000. • On 4 November 2016, the Company issued 8,718,273 unlisted options as part consideration for the capital raising completed during the period. Each option entitles the holder to subscribe for and be allotted one ordinary share in Equus Mining Limited at an exercise price of $0.02 per option. The options are exercisable at any time on or before 4 May 2018 and are fully vested. • On 27 March 2017, the Company issued 43,487,309 new ordinary shares for tranche one under a two tranche placement for a total consideration of $521,848. • On 3 May 2017, the Company issued 89,846,024 new ordinary shares under the placement for tranche two for a total consideration of $1,078,152. • On 15 June 2017, the Company announced the results of the first drill hole (LDD 001) with strong mineralisation intersected at shallow depth intersecting a cumulative 12.9 metres downhole interval hosting visual indications of precious and base metal mineralisation. ENVIRONMENTAL REGULATIONS The Group’s operations are not subject to any significant environmental regulations under either Commonwealth or State legislation. The Group’s exploration activities in Chile are subject to environmental laws, regulations and permit conditions as they apply in the country of operation. There have been no breaches of environmental laws or permit conditions while conducting operations in Chile during the year. The Board believes that the Group has adequate systems in place for the management of its environmental requirements and is not aware of any breach of those environmental requirements as they apply to the Group. EQUUS MINING LIMITED Directors’ Report EVENTS SUBSEQUENT TO BALANCE DATE On 20 September 2017, the Company issued 6,974,618 ordinary shares through the exercise of options for cash totalling $139,492. No other matters or circumstances have arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material or unusual nature likely, in the opinion of the Directors of the Company, to affect significantly the operations of the Group, the results of those operations, or the state of affairs of the Group, in future financial years. LIKELY DEVELOPMENTS Equus considers growth as a vital strategy for the Company taking into consideration its existing operations in southern Chile. The addition of the Los Domos gold-silver project in Chile region XI during the second half of 2016 has added substantial value to the Company as has the acquisition of several new exploration coal licences in the Magellan Basin. During the course of 2018 financial year, the Company will focus on its drilling program at Los Domos and its ongoing strategic assessment of its coal assets in the Magellan basin. The Directors expect to receive results of future exploration programs at Los Domos gold-silver project, which they will make public in accordance with ASX listing rules once the information is received. Further information as to likely developments in the operations of the Group and the expected results of those operations in subsequent years has not been included in this report because disclosure of this information would be likely to result in unreasonable prejudice to the Group. INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITORS During or since the end of the financial, the Company has not indemnified or made a relevant agreement to indemnify an officer or auditor of the Company against a liability incurred as such by an officer or auditor. The Group has not paid or agreed to pay, a premium in respect of a contract insuring against a liability incurred by an officer or auditor. REMUNERATION REPORT - Audited Principals of compensation - Audited Key management personnel have authority and responsibility for planning, directing and controlling the activities of the Group. Key management personnel comprise the directors of the Company. No other employees have been deemed to be key management personnel. The remuneration policy of Directors and senior executives is to ensure the remuneration package properly reflects the persons’ duties and responsibilities, and that remuneration is competitive in attracting, retaining and motivating people of the highest quality. The Board is responsible for reviewing its own performance. The evaluation process is designed to assess the Group’s business performance, whether long-term strategic objectives are being achieved, and the achievement of individual performance objectives. The Constitution and ASX Listing Rules specify that the aggregate remuneration of Non-Executive Directors shall be determined from time to time by a general meeting. The latest determination was at a shareholders meeting on 29 November 2005 when the shareholders approved an aggregate remuneration of $200,000 per year. Remuneration generally comprises of salary and superannuation. Long-term incentives are able to be provided through the Company’s share option program, which acts, to align the Director’s and senior executive’s actions with the interests of the shareholders, no options were granted or outstanding to key management personnel for the year ended 30 June 2017, or in the prior year. The remuneration disclosed below represents the cost to the Group for services provided under these arrangements. Edward Leschke and Mark Lochtenberg are paid through the Company’s payroll. All other Directors services are paid by way of arrangement with related parties. There were no remuneration consultants used by the Company during the year ended 30 June 2017, or in the prior year. 13 2017 Annual Report Directors’ Report REMUNERATION REPORT – Audited (Con’t) Consequences of performance on shareholders’ wealth - Audited In considering the Group’s performance and benefits for shareholders’ wealth, the Board has regard to the following indices in respect of the current financial year and the previous four financial years. 2017 $ 2016 $ 2015 $ 2014 $ 2013 $ Net loss attributable to equity holders of the parent 899,548 3,573,850 1,048,648 9,856,444 3,546,382 Dividends paid Change in share price – 0.02 (0.01) – 0.01 – (0.02) – 0.00 The overall level of key management personnel’s compensation has been determined based on market conditions, advancement of the Group’s projects and the financial performance of the Group. Details of the nature and amount of each major element of the remuneration of each Director of the Company and other key management personnel of the Company and Group are: Short-term employee benefits Post Employment Benefits Primary Salary / Fees Consulting Fees Super- annuation Share based payments share options Year $ 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 150,000 150,000 30,000 28,370 30,000 30,000 30,000 30,000 240,000 238,370 $ – – – – – – – – – – $ 14,250 14,250 – – – – 2,850 2,850 17,100 17,100 $ – – – – – – – – – – Total $ 164,250 164,250 30,000 28,370 30,000 30,000 32,850 32,850 257,100 255,470 Executive Directors Edward Leschke Non-Executive Directors Robert Yeates Juerg Walker Mark Lochtenberg Total all directors Remuneration Structure In accordance with best practice corporate governance, the structure of Executive Director and Non-Executive Director remuneration is separate and distinct. Service contracts In accordance with best practice corporate governance the company provided each key management personnel with a letter detailing the terms of appointment, including their remuneration. 14 EQUUS MINING LIMITED Directors’ Report REMUNERATION REPORT – Audited (Con’t) Executive Directors During the financial year ended 30 June 2017, only Edward Leschke was considered an Executive Director. His salary comprised of fixed remuneration plus 9.5% statutory superannuation paid through the Company’s payroll. Non Executive Directors During the financial year ended 30 June 2017, the following Directors were considered Non Executive Directors: • Mark Lochtenberg; Juerg Walker; • Robert Yeates; • The salary component of Non-Executive Directors was made up of: • • • fixed remuneration; 9.5% statutory superannuation for Australian resident directors pay through the Company’s payroll; and an entitlement to receive options, subject to shareholders’ approval. The services of non-executive directors who are not paid through the Company’s payroll system are provided by way of arrangements with related parties. Options granted as compensation There are no options held by Directors over ordinary shares. Modification of terms of equity-settled share-based payment transactions No terms of equity-settled share-based payment transactions (including options granted as compensation to a key management person) have been altered or modified by the issuing entity during the 2017 and 2016 financial years. Exercise of options granted as compensation There were no shares issued on the exercise of options previously granted as compensation during the 2017 and 2016 financial years. Options and rights over equity instruments Directors or Key management personnel do not hold any options over unissued shares at the date of this report nor did they hold any at the reporting date. Loans to key management personal and their related parties There were no loans made to key management personnel or their related parties during the 2017 and 2016 financial years and no amounts were outstanding at 30 June 2017 (2016 - $nil). Other transactions with key management personnel There were no other transactions with key management personnel or their related parties during 2017. At 30 June 2017, the amount outstanding for salaries, superannuation and directors fees was Nil (2016: $114,862). 15 2017 Annual Report Directors’ Report REMUNERATION REPORT – Audited (Con’t) Movements in shares The movement during the reporting period in the number of ordinary shares in the Company held directly, indirectly or beneficially by each key management person, including their related parties, is as follows: Fully paid ordinary shareholdings and transactions - 2017 Key management personnel Mark H. Lochtenberg Edward J. Leschke Juerg M. Walker Robert A. Yeates Held at 1 July 2016 22,306,727 34,368,889 8,297,861 1,090,909 Purchases 5,000,000 – – 1,000,000 Sales – – – – Held at 30 June 2017 27,306,727 34,368,889 8,297,861 2,090,909 END OF REMUNERATION REPORT NON-AUDIT SERVICES During the year ended 30 June 2017 KPMG, the Group’s auditor, did not perform other services in addition to the audit and review of the financial statements. Details of the amounts paid to the auditor of the Group, KPMG, and its network firms for audit and non-audit services provided during the year are set out below. Services other than audit and review of financial statements: Other services Taxation advisory services 2017 $ – – 2016 $ 8,500 8,500 Audit and review of financial statements 80,100 76,900 80,100 85,400 AUDITOR’S INDEPENDENCE DECLARATION The lead auditor’s independence declaration is set out on page 17 and forms part of the Directors’ Report for the financial year ended 30 June 2017. Signed at Sydney this 25th day of September 2017 in accordance with a resolution of the Board of Directors: Mark H. Lochtenberg Chairman 16 Edward J. Leschke Managing Director EQUUS MINING LIMITED Lead Auditor’s Independence Declaration 17 2017 Annual Report Consolidated Statement of Profit or Loss and Other Comprehensive Income For the Year Ended 30 June 2017 CONTINUING OPERATIONS Other income Expenses Employee, directors and consultants costs Depreciation expense Travel expenses Reversal impairment of property Impairment exploration expenditure Gain on disposal of subsidiary Other expenses Results from operating activities Finance income Finance costs Net finance income/(expense) Profit/(loss) before tax Tax benefit/(expense) Profit/(loss) from continuing operations DISCONTINUED OPERATION Loss from discontinued operation (net of tax) Loss for the year Other comprehensive income for the year Items that may be classified subsequently to profit or loss: Exchange differences on translation of foreign operations Net change in fair value of available-for-sale financial assets Net change in fair value of available-for-sale financial assets reclassified to profit or loss Total other comprehensive income/(loss) Total comprehensive loss for the year Loss for the year attributable to: Equity holders of the Company Non-controlling Interests Total comprehensive loss attributable to: Equity holders of the Company Non-controlling Interests Earnings per share Notes 2017 $ 2016 $ 4 – 3,517 27 11 4 5 5 6 28 15 10 10 (437,100) (376,858) – (8,319) – (165,878) (937) (9,290) 70,819 – – 177,917 (327,486) (296,739) (938,783) (431,571) 39,607 11,558 (372) (174,515) 39,235 (162,957) (899,548) (594,528) – – (899,548) (594,528) – (2,977,730) (899,548) (3,572,258) (66,746) 2,798,518 410,741 (174,515) (34,748) 174,515 309,247 2,798,518 (590,301) (773,740) (899,548) (3,573,850) – 1,592 (899,548) (3,572,258) (590,301) (776,447) – 2,707 (590,301) (773,740) Basic and diluted loss per share attributable to ordinary equity holders (dollars) 16 (0.002) (0.008) Earnings per share - continuing operations Basic and diluted loss per share attributable to ordinary equity holders (dollars) 16 (0.002) (0.001) The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes. 18 EQUUS MINING LIMITED Consolidated Statement of Financial Position As at 30 June 2017 Notes 2017 $ 2016 $ 7 8 27 9 10 11 9 12 13 14 15 15 1,120,683 119,261 36,255 – 1,369 13,378 70,819 2,023 1,158,307 205,481 403,093 27,976 1,897,038 1,534,227 84,978 – – – 2,385,109 1,562,203 3,543,416 1,767,684 367,029 367,029 367,029 435,504 435,504 435,504 3,176,387 1,332,180 110,921,315 108,545,219 434,405 – (532,325) (465,579) (107,647,008) (106,747,460) 3,176,387 1,332,180 Current Assets Cash and cash equivalents Receivables Assets held for sale Other Total Current Assets Non-Current Assets Available-for-sale financial assets Exploration and evaluation expenditure Other Property, plant and equipment Total Non-Current Assets Total Assets Current Liabilities Payables Total Current Liabilities Total Liabilities Net Assets Equity Share capital Reserves Foreign currency translation reserve Accumulated losses Total Equity The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes. 19 2017 Annual Report Consolidated Statement of Changes in Equity For the Year Ended 30 June 2017 Share Capital $ Accumulated Losses Other Reserves $ Foreign Currency Translation Reserves $ Non controlling Interest $ Total Equity $ Total $ Balance at 1 July 2015 107,814,973 (103,205,351) 144,000 (3,262,982) 1,490,640 205,034 1,695,674 Profit/(Loss) for the year Total other comprehensive income Total comprehensive profit/(loss) for the year Transactions with owners recorded directly in equity – – – (3,573,850) – (3,573,850) Ordinary shares issued 435,352 Transaction costs on issue of shares (25,106) – – – – – – – – 144,000 (144,000) Transfer of expired options Changes in ownership interest in subsidiaries Acquisition of non– controlling interest – (3,573,850) 1,592 (3,572,258) 2,797,403 2,797,403 1,115 2,798,518 2,797,403 (776,447) 2,707 (773,740) – – – 435,352 (25,106) – – – – – 207,741 (207,741) 435,352 (25,106) – – (465,579) 1,332,180 – 1,332,180 320,000 (112,259) Balance at 30 June 2016 108,545,219 (106,747,460) Balance at 1 July 2016 108,545,219 (106,747,460) – – – – Profit/(Loss) for the year Total other comprehensive income / (loss) Total comprehensive profit/(loss) for the year – – – Transactions with owners recorded directly in equity Ordinary shares issued 2,600,000 Transaction costs on issue of shares Share options (223,904) – (899,548) (465,579) 1,332,180 – (899,548) – 375,993 (66,746) 309,247 (899,548) 375,993 (66,746) (590,301) – – – – – 58,412 – – – 2,600,000 (223,904) 58,412 Balance at 30 June 2017 110,921,315 (107,647,008) 434,405 (532,325) 3,176,387 – – – – – – – – 1,332,180 (899,548) 309,247 (590,301) 2,600,000 (223,904) 58,412 3,176,387 The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes. 20 EQUUS MINING LIMITED Consolidated Statement of Cash Flows For the Year Ended 30 June 2017 Notes 2017 $ 2016 $ – 4,560 (949,226) (524,817) (949,226) (520,257) 4,487 3,570 Cash flows from operating activities Cash receipts in the course of operations Cash payments in the course of operations Net cash used in operations Interest received Net cash used in operating activities 17 (944,739) (516,687) Cash flows from investing activities Payments for exploration and development expenditure Proceeds from sale of property Proceed from sale of financial assets Net cash used in investing activities Cash flows from financing activities Proceeds from share issues Share issue expenses Net cash provided by financing activities Net increase / (decrease) in cash held Cash and cash equivalents at 1 July Effects of exchange rate fluctuations on cash held (481,410) (419,063) 75,530 17,667 – – (388,213) (419,063) 2,450,000 435,352 (117,492) (25,106) 2,332,508 410,246 999,556 (525,504) 119,261 644,765 1,866 – Cash and cash equivalents at 30 June 17 1,120,683 119,261 The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes. 21 2017 Annual Report Notes to the Consolidated Financial Statements For the Year Ended 30 June 2017 1. REPORTING ENTITY Equus Mining Limited (the ‘Company’) is a company domiciled in Australia. The address of the Company’s registered office is Level 2, 66 Hunter Street, Sydney, NSW, 2000. The consolidated financial statements of the Company as at and for the year ended 30 June 2017 comprises the Company and its subsidiaries (together referred to as the ‘Group’). The Group is a for-profit entity and is primarily engaged in identifying and evaluating mineral resource opportunities in southern Chile, South America. 2. BASIS OF PREPARATION (a) Statement of compliance The consolidated financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards (‘AASBs’) adopted by the Australian Accounting Standards Board (‘AASB’) and the Corporations Act 2001. The consolidated financial statements comply with International Financial Reporting Standards (‘IFRSs’) and interpretations adopted by the International Accounting Standards Board (‘IASB’). The consolidated financial statements were authorised for issue by the Directors on 25 September 2017. (b) Basis of measurement The consolidated financial statements have been prepared on the historical cost basis except for available-for-sale financial assets which are measured at fair value. (c) Functional and presentation currency These consolidated financial statements are presented in Australian dollars, which is the Company’s functional currency. (d) Going concern The consolidated financial statements have been prepared on a going concern basis, which contemplates the realisation of assets and settlement of liabilities in the ordinary course of business. During the year, the Company raised $2,332,508 (net of associated costs) through several placements. The Group recorded a loss attributable to equity holders of the Company of $899,548 for the year ended 30 June 2017 and has accumulated losses of $107,647,008 as at 30 June 2017. The Group has cash on hand of $1,120,683 at 30 June 2017 and used $1,426,149 of cash in operations, including payments for exploration and evaluation, for the year ended 30 June 2017. Additional funding will be required to meet the Group’s projected cash outflows for a period of 12 months from the date of the directors’ declaration. These conditions give rise to a material uncertainty that may cast significant doubt upon the Group’s ability to continue as a going concern. The ongoing operation of the Group is dependent upon the Group raising additional funding from shareholders or other parties and the Group reducing expenditure in-line with available funding. The Directors have prepared cash flow projections that support the ability of the Group to continue as a going concern. These cash flow projections assume the Group obtains sufficient additional funding from shareholders or other parties. If such funding is not achieved, the Group plans to reduce expenditure to the level of funding available. In the event that the Group does not obtain additional funding reduced expenditure in line with available funding, it may not be able to continue its operations as a going concern and therefore may not be able to realise its assets and extinguish its liabilities in the ordinary course of operations and at the amounts stated in the consolidated financial statements. 22 EQUUS MINING LIMITED Notes to the Consolidated Financial Statements For the Year Ended 30 June 2017 2. BASIS OF PREPARATION (Cont.) (e) Use of estimates and judgements The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised in the consolidated financial statements are described in the following notes: • Note 2(d) - Going concern; • Note 6 - Income tax expense; and • Note 11 - Exploration and evaluation expenditure. 3. SIGNIFICANT ACCOUNTING POLICIES The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, and have been applied consistently by entities in the Group. (a) Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the entities and the revenue can be reliably measured. (b) Finance income and finance costs Finance income comprises interest income on funds invested (including available-for-sale financial assets), dividend income and gains on the disposal of available-for-sale financial assets. Interest income is recognised as it accrues in profit or loss, using the effective interest method. Dividend income is recognised in profit or loss on the date that the Group’s right to receive payment is established, which in the case of quoted securities is the ex-dividend date. Finance costs comprise interest expense on borrowings, losses on disposal of available-for-sale financial assets and impairment losses recognised on financial assets. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method. Foreign currency gains and losses are reported on a net basis. (c) Exploration and evaluation expenditure Exploration and evaluation expenditure, including the costs of acquiring licences, are capitalised as intangible exploration and evaluation assets on an area of interest basis, less any impairment losses. Costs incurred before the Group has obtained the legal rights to explore an area are recognised in profit or loss. Exploration and evaluation assets are only recognised if the rights of the area of interest are current and either: • • the expenditures are expected to be recouped through successful development and exploitation of the area of interest; or activities in the area of interest have not at the reporting date, reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active and significant operations in, or in relation to, the area of interest are continuing. 23 2017 Annual Report Notes to the Consolidated Financial Statements For the Year Ended 30 June 2017 3. SIGNIFICANT ACCOUNTING POLICIES (Cont.) (c) Exploration and evaluation expenditure (Cont.) Exploration and evaluation assets are assessed for impairment if sufficient data exists to determine technical feasibility and commercial viability and facts and circumstances suggest that the carrying amount exceeds the recoverable amount. For the purposes of impairment testing, exploration and evaluation assets are allocated to cash- generating units to which the exploration activity relates. The cash generating unit shall not be larger than the area of interest. Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to developing mine properties. (d) Property, plant and equipment Recognition and measurement Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located and capitalised borrowing costs. Cost also may include transfers from equity of any gain or loss on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. The gain or loss on disposal of an item of property, plant and equipment is determined by comparing the proceeds from disposal with the carrying amount of the property, plant and equipment, and is recognised net within other income/ other expenses in profit or loss. When revalued assets are sold, any related amount included in the revaluation reserve is transferred to retained earnings. Depreciation Items of property, plant and equipment are depreciated from the date that they are installed and ready for use, or in respect of internally constructed assets, from the date that the asset is completed and ready for use. Depreciation is calculated to write off the cost of property, plant and equipment less their estimated residual values using the straight-line basis over their estimated useful lives. Depreciation is generally recognised in profit or loss, unless the amount is included in the carrying amount of another asset. Depreciation rates Class of assets Depreciation basis Depreciation rate Computer and Office Equipment Motor Vehicles Building improvements Plant & equipment Office Fittings Straight Line Straight Line Straight Line Straight Line Straight Line 20% to 50% 10% to 20% 10% 20% 25% 24 EQUUS MINING LIMITED Notes to the Consolidated Financial Statements For the Year Ended 30 June 2017 3. SIGNIFICANT ACCOUNTING POLICIES (Cont.) (e) Financial instruments Non-derivative financial assets The Group initially recognises loans and receivables on the date that they are originated. All other financial assets (including assets designated at fair value through profit or loss) are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in such transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability. Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously. The Group classifies non-derivative financial assets into the following categories: Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses. They are included in current assets, except for those with maturities greater than 12 months after the reporting period, which are classified as non-current assets. Loans and receivables comprise cash and cash equivalents and trade and other receivables. Available-for-sale financial assets The Group’s investments in equity securities are classified as available-for-sale financial assets. Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale or are not classified in any of the above categories of financial assets. Available-for-sale financial assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses, are recognised in other comprehensive income and presented in the fair value reserve in equity. When an investment is derecognised, the cumulative gain or loss is reclassified to profit or loss. Non-derivative financial liabilities The Group initially recognises debt securities issued and subordinated liabilities on the date that they are originated. All other financial liabilities are recognised initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire. Other financial liabilities comprise trade and other payables. Share Capital Ordinary Shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects. 25 2017 Annual Report Notes to the Consolidated Financial Statements For the Year Ended 30 June 2017 3. SIGNIFICANT ACCOUNTING POLICIES (Cont.) (f) Basis of consolidation Subsidiaries Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Loss of control When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related NCI and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost. Transactions eliminated on consolidation Intra-group balances and any unrealised gains and losses or income and expenses arising from intragroup transactions, are eliminated in preparing the consolidated financial statements. (g) Trade and other receivables and payables Trade receivables and payables are carried at amortised cost. For receivables and payables with a remaining life of less than one year, the notional amount is deemed to reflect the fair value. All other receivables and payables are discounted to determine the fair value. (h) Impairment Non-derivative financial assets A financial asset not classified at fair value through profit or loss is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset. For an investment in an equity security classified as available-for-sale, a significant or prolonged decline in its fair value below its cost is objective evidence of impairment. The Group consider a decline of 20 per cent to be significant and a period of 9 months to be prolonged. Financial assets measured at amortised cost Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics. An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the original effective interest rate. Losses are recognised within profit or loss. When an event occurring after the impairment was recognised causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss. Available-for-sale financial assets Impairment losses on available-for-sale financial assets are recognised by reclassifying the losses accumulated in the fair value reserve in equity to profit or loss. The cumulative loss that is reclassified from equity to profit or loss is the difference between the acquisition cost and the current fair value, less any impairment loss recognised previously in profit or loss. Any subsequent recovery in the fair value of an impaired available-for-sale equity security is recognised in other comprehensive income. 26 EQUUS MINING LIMITED Notes to the Consolidated Financial Statements For the Year Ended 30 June 2017 3. SIGNIFICANT ACCOUNTING POLICIES (Cont.) (h) Impairment (Cont.) Non-financial assets An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit (CGU) exceeds its recoverable amount. The recoverable amount of an asset or CGU is the greater of their fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Impairment losses are recognised in profit or loss. Reversals of impairment An impairment loss in respect of a financial asset carried at amortised cost is reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the impairment loss was recognised. In respect of non-financial assets, an impairment loss is reversed if there has been a conclusive change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. (i) Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months or less. (j) Income tax Current tax and deferred tax is recognised in profit or loss except to the extent that it relates to a business combination or items recognised directly in equity or in other comprehensive income. Current tax Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantially enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax Deferred tax is recognised in respect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for: • • • temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; temporary differences related to investments in subsidiaries to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; or taxable temporary differences arising on the initial recognition of goodwill. The measurement of deferred tax reflects the tax consequences that would follow the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. 27 2017 Annual Report Notes to the Consolidated Financial Statements For the Year Ended 30 June 2017 3. SIGNIFICANT ACCOUNTING POLICIES (Cont.) (j) Income tax (Cont.) A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. (k) Foreign currency transactions Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the reporting period. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Foreign currency differences arising on retranslation are recognised in profit or loss, except for differences arising on the retranslation of available-for-sale equity instruments, a financial liability designated as a hedge of the net investment in a foreign operation or qualifying cash flow hedges, which are recognised in other comprehensive income. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. (l) Foreign operations The assets and liabilities of foreign operations are translated to Australian dollars at foreign exchange rates ruling at the reporting date. The income and expenses of foreign operations are translated to Australian dollars at rates approximating the foreign exchange rates ruling at the dates of the transactions. Foreign exchange differences arising on retranslation are recognised directly in the foreign currency translation reserve (‘FCTR’), a separate component of equity. Foreign exchange gains and losses arising from a monetary item receivable or payable to a foreign operation, the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of a net investment in a foreign operation and are recognised directly in the FCTR. Any references to functional currency, unless otherwise stated, are to the functional currency of the Company, Australian dollars. When a foreign operation is disposed of, in part or in full, the relevant amount in the FCTR is transferred to profit or loss as part of the profit or loss on disposal. When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of a net investment in a foreign operation and are recognised in other comprehensive income, and are presented within equity in the FCTR. 28 EQUUS MINING LIMITED Notes to the Consolidated Financial Statements For the Year Ended 30 June 2017 3. SIGNIFICANT ACCOUNTING POLICIES (Cont.) (m) Segment reporting Determination and presentation of operating segments The Group determines and presents operating segments based on the information that is provided internally to the Managing Director, who is the Group’s chief operating decision maker. An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. All operating segments’ operating results are regularly reviewed by the Group’s Managing Director to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. Segment results that are reported to the Managing Director include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets (primarily the Company’s headquarters), head office expenses, and income tax assets and liabilities. Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment, and intangible assets other than goodwill. (n) Provisions A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as a finance cost. (o) Goods and services tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office. In these circumstances, the GST 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 balance sheet are shown inclusive of GST. Cash flows are presented in the Consolidated 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. (p) Employee benefits Short-term employee benefits Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. Share-based payment transactions The grant-date fair value of share-based payment awards granted is recognised as an employee and consultants expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share- based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes. 29 2017 Annual Report Notes to the Consolidated Financial Statements For the Year Ended 30 June 2017 3. SIGNIFICANT ACCOUNTING POLICIES (Cont.) (q) Provision site restoration In accordance with the Group’s environmental policy and applicable legal requirements, a provision for site restoration in respect of contaminated land, and the related expense, is recognised when the land is contaminated. (r) Determination of fair values A number of the Group’s accounting policies and disclosures require the determination of fair value for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability. Investments in equity securities The fair values of investments in equity securities are determined with reference to the quoted market price that is most representative of the fair value of the security at the measurement date. Share-based payment transactions The fair value of the share options is measured using the Black-Scholes formula. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility), expected dividends, and the risk-free interest rate (based on government bonds). The grant-date fair value of share-based payment awards is recognised as an expense, with a corresponding increase in equity, over the period that the recipient unconditionally become entitled to the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes. Service and non-market performance conditions are not taken into account in determining fair value. (s) Assets held for sale, and discontinued operations Assets held for sale Non-current assets, or disposal groups comprising assets and liabilities, are classified as held-for-sale if it is highly probably that they will be recovered primarily through sale rather than continuing use. Immediately before classification as held-for-sale, the assets, or components of a disposal group, are remeasured in accordance with the Group’s other accounting policies. Thereafter generally the assets, or disposal group, are measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is first allocated to goodwill, and then to remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets or deferred tax assets, which continue to be measured in accordance with the Group’s other accounting policies. Impairment losses on initial classification as held-for-sale and subsequent gains or losses on remeasurement are recognised in profit or loss. Gains are not recognised in excess of any cumulative impairment loss. Once classified as held-for-sale, intangible assets and property, plant and equipment are no longer amortised or depreciated. 30 EQUUS MINING LIMITED Notes to the Consolidated Financial Statements For the Year Ended 30 June 2017 3. SIGNIFICANT ACCOUNTING POLICIES (Cont.) (s) Assets held for sale, and discontinued operations (Cont.) Discontinued operations A discontinued operation is a component of the Group’s business, the operations and cash flows of which can be clearly distinguished from the rest of the Group and which: • • • represents a separate major line of business or geographical area of operations; is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations; or is a subsidiary acquired exclusively with a view to re-sale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held-for-sale, if earlier. When an operation is classified as a discontinued operation, the comparative Consolidated Statement of Profit or Loss and Other Comprehensive Income is re-presented as if the operation had been discontinued from the start of the comparative year. (t) New standards and interpretations not yet adopted A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 July 2016, and have not been applied in preparing these financial statements. Those which may be relevant to the Company are set out below. The Company does not plan to adopt these standards early. AASB 9 Financial Instruments AASB 9 replaces the existing guidance in AASB 139 Financial Instruments: Recognition and Measurement. AASB 9 includes revised guidance on the classification and measurement of financial instruments, including a new expected credit loss model for calculating impairment on financial assets and the new general hedge accounting requirements. It also carries forward the guidance on recognition and derecognition of financials instruments from AASB 139. AASB 9 is effective for the Company’s annual reporting period beginning 1 July 2018 and can be early adopted. The Company does not plan to adopt this standard early and the Company have not determined which elections it will make under the new standard. 31 2017 Annual Report Notes to the Consolidated Financial Statements For the Year Ended 30 June 2017 4. LOSS FROM OPERATING ACTIVITIES Other income Recognised in profit or loss Other Other expenses Administration costs Accounting and secretarial fees Commissions Insurance ASIC and ASX fees Share registry fees Legal fees Audit and review services – KPMG Other services – KPMG Other expenses 5. FINANCE INCOME AND FINANCE COSTS Recognised in profit and loss Interest income on cash deposits Profit on sale of financial assets Foreign exchange gain / (loss) Impairment of available-for-sale investments reclassified to profit or loss Net finance income/(costs) recognised in profit or loss 2017 $ 2016 $ – – 44,996 35,771 186 11,300 19,904 18,291 60,711 80,100 – 56,227 327,486 3,517 3,517 25,585 58,237 29,809 14,234 24,403 12,074 846 76,900 8,500 46,151 296,739 4,487 35,120 (372) 39,235 – 39,235 3,570 – 7,988 11,558 (174,515) (162,957) Recognised in other comprehensive income Net change in fair value of available-for-sale financial assets 410,741 (174,515) Net change in fair value of available-for-sale financial assets reclassified to profit or loss Finance cost recognised in other comprehensive income, net of tax (34,748) 375,993 174,515 – 32 EQUUS MINING LIMITED Notes to the Consolidated Financial Statements For the Year Ended 30 June 2017 2017 $ 2016 $ (205,668) (163,599) – – 205,668 163,599 – – 899,548 3,572,258 6. INCOME TAX EXPENSE Current tax expense Current year Overprovision in prior year Losses not recognised Numerical reconciliation of income tax expense to prima facie tax payable: Loss before tax Prima facie income tax benefit at the Australian tax rate of 27.5% (2016 - 30%) (247,376) (1,071,677) Decrease in income tax benefit due to: - non-deductible expenses - overprovision in prior year - tax losses not recognised - effect of net deferred tax assets not brought to account Income tax expense/(benefit) Unrecognised deferred tax assets Deferred tax assets have not been recognised in respect of the following items: Capital losses Tax losses Net deductible temporary differences Potential tax benefit at 27.5% 66,934 842,724 – 196,113 (15,671) – – 163,599 65,354 – 6,188,097 3,193,247 331,582 6,761,076 3,343,838 371,697 9,712,926 10,476,611 The deductible temporary differences and tax losses do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which the Group can utilise the benefits there-from. 7. CASH AND CASH EQUIVALENTS Cash at bank Deposits at call 8. RECEIVABLES Current Sundry debtors Trade and sundry debtors are non-interest bearing and generally on 30-day terms. 9. OTHER ASSETS Prepayments Current Non-current 2017 $ 80,462 1,040,221 1,120,683 2016 $ 88,010 31,251 119,261 36,255 13,378 1,369 84,978 86,347 2,023 – 2,023 33 2017 Annual Report Notes to the Consolidated Financial Statements For the Year Ended 30 June 2017 10. INVESTMENTS Equity securities - available-for-sale at fair value 2017 $ 2016 $ 403,093 27,976 At 30 June 2017 the Directors compared the carrying value of the 1,722,550 shares (2016: 1,861,150 ) in Blox Inc., a US over the counter traded company to market value and recorded an increase in fair value within equity of $375,993 (2016 reduction in equity- $174,515) based on a closing share price of US$0.018 at 30 June 2017. The increase in fair value of $375,117 has been recognised in non-current assets. A foreign exchange loss of $877 has also been recorded on translation of the USD investment. 11. EXPLORATION AND EVALUATION EXPENDITURE Carbones del Sur Los Domos gold-silver Net Book Value Carbones del Sur Carrying amount at the beginning of the year Additions Impairment Foreign currency translation movement Net book value Los Domos gold-silver Carrying amount at the beginning of the year Additions Foreign currency translation movement Balance carried forward 2017 $ 2016 $ 1,395,431 1,534,227 501,607 – 1,897,038 1,534,227 1,534,227 1,073,712 61,596 (165,878) (34,514) 467,568 – (7,053) 1,395,431 1,534,227 – 523,398 (21,791) 501,607 – – – – During the year, the Company surrendered the licences to the Rio Perez area and impaired 100% of the projects carrying value. The ultimate recoupment of exploration and evaluation expenditure is dependent on the successful development and commercial exploitation, or alternatively sale of the respective areas of interest. 34 EQUUS MINING LIMITED 12. PROPERTY, PLANT AND EQUIPMENT Furniture and fittings - at cost Accumulated depreciation Net book value Office equipment - at cost Accumulated depreciation Net book value Property – at cost Accumulated depreciation Net book value Total property, plant and equipment net book value Reconciliation: Carrying amount at the beginning of the year Disposals Depreciation Impairment reversal Transfer to assets held for sale Carrying amount at the end of the year 13. TRADE AND OTHER PAYABLES Current liabilities Trade creditors and accruals Employee leave entitlements Notes to the Consolidated Financial Statements For the Year Ended 30 June 2017 2017 $ 1,892 (1,892) – 2,785 (2,785) – 2016 $ 1,892 (1,892) – 2,785 (2,785) – 192,710 (192,710) 192,710 (192,710) – – – – – – – – – – 937 – (937) 70,819 (70,819) – 367,029 – 367,029 428,142 7,362 435,504 35 2017 Annual Report Notes to the Consolidated Financial Statements For the Year Ended 30 June 2017 14. ISSUED CAPITAL 668,206,427 (2016: 434,873,094) fully paid ordinary shares 2017 $ 2016 $ 110,921,315 108,545,219 2017 2016 Nº $ Nº $ (a) Fully paid ordinary shares Balance at beginning of financial year 434,873,094 108,545,219 379,295,675 107,814,973 Issued ordinary shares 31 July 2015 – non-cash1 Issued ordinary shares 19 October 2015 for $0.011 Issued ordinary shares 16 December 2015 for $0.011 Less cost of issue – – – – – – – – Issued ordinary shares 4 November 2016 for $0.010 100,000,000 1,000,000 Issued ordinary shares 27 March 2017 for $0.012 43,487,309 521,848 Issued ordinary shares 3 May 2017 for $0.012 89,846,024 1,078,152 Less cost of issue – (223,904) 16,000,000 36,213,783 3,363,636 – – – – – 320,000 398,352 37,000 (25,106) – – – – 668,206,427 110,921,315 434,873,094 108,545,219 1 Shares issued on 31 July 2015 relate to the acquisition of the remaining 49% shareholding in Andean Coal Pty Ltd. Fully paid ordinary shares carry one vote per share and carry the right to dividends. Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at the shareholders meetings. In the event of winding up of the Company, ordinary shareholders rank after creditors and are fully entitled to any proceeds of liquidation. (b) Share Options During the year ended 30 June 2017 the Company issued 8,718,273 options (30 June 2016 Nil) as part consideration for the capital raising completed on 4 November 2016. The options vested immediately and expire on 4 May 2018. Each option entitles the holder to subscribe for and be allotted one ordinary share in Equus Mining Limited at an exercise price of $0.02 per option. The fair value of the options granted on 4 November 2016 was $58,412 and the Black-Scholes formula model inputs applied were the Company’s share price of $0.014 at the grant date, a volatility factor of 124.16% based on historic share price performance, a risk free rate of 1.65% based on government bonds, and a dividend yield of 0%. 36 EQUUS MINING LIMITED Notes to the Consolidated Financial Statements For the Year Ended 30 June 2017 2017 $ 2016 $ 15. RESERVES Equity based compensation reserve (a) Fair value reserve (b) Foreign currency translation reserves (c) Movements during the period: (a) Equity based compensation reserve Balance at beginning of period Expired options Share base payment - vested share options Balance at end of period (b) Fair value reserve Balance at beginning of period Net change in fair value of available-for-sale financial assets Balance at end of period (c) Foreign currency translation reserves Balance at beginning of period Transfer of foreign currency translation reserve to loss on disposal of subsidiary in profit or loss – discontinued operations Transfer of foreign currency translation reserve to gain on disposal of subsidiary in profit or loss Currency translation differences Balance at end of period continuing operations Nature and purpose of reserves Equity based compensation reserve: 58,412 375,993 (532,325) (97,920) – – 58,412 58,412 – 375,993 375,993 – – (465,579) (465,579) 144,000 (144,000) – – – – – (465,579) (3,262,982) – – (66,746) (532,325) 2,976,499 (177,981) (1,115) (465,579) The equity based compensation reserve is used to record the fair value of options issued but not exercised. Fair value reserve: The fair value reserve comprises the cumulative net change in the fair value of available-for-sale investments until the assets are derecognised or impaired. Foreign currency translation reserve: The foreign currency translation reserve records the foreign currency differences arising from the translation of the financial statements of foreign operations where their functional currency is different to the presentation currency of the reporting entity. 37 2017 Annual Report Notes to the Consolidated Financial Statements For the Year Ended 30 June 2017 16. LOSS PER SHARE 2017 2016 Continuing operations Discontinued operations Basic and diluted profit/(loss) per share: Net profit/(loss) for the year attributable to equity holders of the parent (899,548) $ $ – Weighted average number of ordinary shares (basic and diluted) Issued ordinary shares at beginning of year Effect of shares issued (Note 14) Weighted average ordinary shares at the end of the year Total $ Continuing operations Discontinued operations $ $ Total $ (899,548) (596,120) (2,977,730) (3,573,850) 2017 2016 434,873,094 379,295,675 90,800,997 41,686,205 525,674,091 420,981,880 As the Group is loss making, none of the potentially dilutive securities are currently dilutive in the calculation of total earnings per share. 17. RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES Cash flows from operating activities Loss for the year Non-cash items Depreciation Gain on sale of property Impairment of available for sale financial assets Gain on sale of available for sale financial assets Impairment/(reversal of impairment) of property, plant and equipment Impairment of exploration and evaluation expenditure Foreign currency exchange loss/(gain) Gain on disposal of subsidiary Loss on sale of subsidiary, net of cash Changes in assets and liabilities Decrease/(increase) in receivables Decrease/(increase) in other assets (Decrease)/Increase in payables (Decrease)/Increase in other liabilities Net cash used in operating activities Reconciliation of cash 2017 $ 2016 $ (899,548) (3,572,258) – (6,011) 937 – – 174,515 (34,748) – – (70,819) 165,878 5,366 – – – (7,988) (177,917) 2,976,499 (22,877) (84,324) (68,475) – (944,739) (8,258) 3,991 170,601 (5,990) (516,687) For the purposes of the statement of cash flows, cash includes cash on hand and at bank and cash on deposit net of bank overdrafts and excluding security deposits. Cash at the end of the financial year as shown in the statement of cash flows is reconciled to the related items in the statement of financial position as follows: Cash and cash equivalents 1,120,683 119,261 38 EQUUS MINING LIMITED Notes to the Consolidated Financial Statements For the Year Ended 30 June 2017 18. RELATED PARTIES Parent and ultimate controlling party Equus Mining Limited is both the parent and ultimate controlling party of the Group. Key management personnel and director transactions During the year ended 30 June 2017 and 2016, No key management persons, or their related parties, held positions in other entities that provide material professional services resulting in them having control or joint control over the financial or operating policies of those entities. 19. KEY MANAGEMENT PERSONNEL DISCLOSURES Information regarding individual key management personnel’s compensation and some equity instruments disclosures as permitted by Corporations Act and Corporations Regulations 2M.3.03 are provided in the Remuneration Report section of the Director’s Report. Key management personnel compensation Primary fees/salary Superannuation 2017 $ 240,000 17,100 257,100 2016 $ 238,370 17,100 255,470 At 30 June 2017 no fees were outstanding including superannuation (2016 – 114,862). There were no loans made to key management personnel or their related parties during the 2017 and 2016 financial years. The Board reviews remuneration arrangements annually based on services provided. Apart from the details disclosed in this note, there were no material contracts involving Directors’ interest’s existing at year-end. 20. SHARE BASED PAYMENTS The Company makes share based payments to consultants and/or service providers from time to time, not under any specific plan. The Company also may issue options to directors of the parent entity. Specific shareholder approval is obtained for any share based payments to directors of the parent entity. Movement of options during the year ended 30 June 2017 Grant date Outstanding at the beginning of the year Granted during the year Cancelled during the year Exercised during the year Expired during the year Outstanding at the end of the year Exercisable at the end of the year 4 November 2016 8,718,273 8,718,273 – – – 8,718,273 8,718,273 Options outstanding at 30 June 2017 Grant date Number of options Exercise price Fair value at grant date Vesting Date Expiry date 4 November 2016 8,718,273 $0.02 $0.0067 4 November 2016 4 May 2018 39 2017 Annual Report Notes to the Consolidated Financial Statements For the Year Ended 30 June 2017 20. SHARE BASED PAYMENTS (Cont.) Movement of options during the year ended 30 June 2016 Grant date Outstanding at the beginning of the year 13 November 2012 1,000,000 13 November 2012 1,000,000 13 November 2012 1,000,000 13 November 2012 1,000,000 Exercise Price $0.075 $0.150 $0.200 $0.250 Options outstanding at 30 June 2016 Granted during the year Cancelled during the year Exercised during the year Expired during the year Outstanding at the end of the year Exercisable at the end of the year – – – – – – – – – – – – (1,000,000) (1,000,000) (1,000,000) (1,000,000) – – – – – – – – There were no options outstanding at 30 June 2016. Weighted average exercise price of options Outstanding at the beginning of the year – $0.169 Granted during the year $0.02 – Forfeited during the year Exercised during the year – – – – Expired during the year – $0.169 Outstanding at the end of the year Exercisable at the end of the year $0.02 – $0.02 – Year 2017 2016 The weighted average remaining contractual life of share options outstanding at the end of the year was 0.84 years (2016: nil). Fair value of options The fair value of options granted is measured at grant date and recognised as an expense over the period during which the option holder become unconditionally entitled to the options. The fair value of the options granted is measured using an appropriate option valuation methodology, taking into account the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of options that vest. During the year ended 30 June 2017, no options expired unexercised (2016: 4,000,000). The total fair value of the 8,718,273 options granted on 4 November 2016 was $58,412. The options were issued Bell Potter Nominees Ltd. The options were valued using the Black-Scholes formula. The valuation inputs were the Company’s share price of $0.014 at the grant date, a volatility factor of 124% (based on historical share price performance), a life of 18 months, a risk-free interest rate of 1.65% based on the 2 year government bond rate and a dividend yield of 0%. The exercise price of $0.02. These options had a non-market performance vesting condition and hence the options fully vested on grant date. Expenses arising from share-based payment transactions During the year ended 30 June 2017, the Company issued 15 million ordinary fully paid shares at $0.01 per share as share-base payment to the Directors of Mining Services Trust, for services provided and outstanding. Total share-based payment during the year ended 30 June 2017 amounted to $150,000 (2016: $nil). 40 EQUUS MINING LIMITED Notes to the Consolidated Financial Statements For the Year Ended 30 June 2017 21. FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS DISCLOSURE The Group’s financial instruments comprise deposits with banks, receivables, trade and other payables and from time to time short term loans from related parties. The Group does not trade in derivatives. The main risks arising from the Group’s financial instruments are market risk, credit risk and liquidity risks. This note presents information about the Group’s exposure to each of these risks, its objectives, policies and processes for measuring and managing risk, and the Group’s management of capital. Risk management framework The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. Risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. These policies are reviewed regularly to reflect changes in market conditions and the Group’s activities. The primary responsibility to monitor the financial risks lies with the Managing Director and the Company Secretary under the authority of the Board. Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligation as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group monitors rolling forecasts of liquidity based on expected fund raisings, trade payables and other obligations for the ongoing operation of the Group. At balance date, the Group has available funds of $1,120,683 for its immediate use. The following are the contractual maturities of financial liabilities: Carrying amount $ Contractual cash flows Less than 6 months 6 to 12 months 1 to 5 years More than 5 years $ $ Financial liabilities Trade and other payables 30 June 2017 30 June 2016 367,029 435,504 (367,029) (435,504) (367,029) (435,504) $ – – $ – – $ – – It is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts. Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The carrying amount of the Group’s financial assets represents the maximum credit risk exposure as follows: Cash and cash equivalents Receivables 2017 $ 1,120,683 36,255 1,156,938 2016 $ 119,261 13,378 132,639 41 2017 Annual Report Notes to the Consolidated Financial Statements For the Year Ended 30 June 2017 21. FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS DISCLOSURE (Cont.) Credit risk (Cont.) Cash and cash equivalents At 30 June 2017, the Group held cash and cash equivalents of $1,120,683 (2016: $119,261), which represents its maximum credit exposure on these assets. The cash and cash equivalents are held with reputable banks and financial institution counterparties, which are rated AA- to AAA+, based on rating agency ‘Moody’s rating’. Receivables For the year ended 30 June 2017, the Group does not hold a significant value of trade receivables, and therefore has minimal exposure to credit risk. Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. Interest Rate Risk The Group’s income statement is affected by changes in interest rates due to the impact of such changes on interest income and expenses. At year-end, the interest rate risk profile of the Group’s interest bearing financial instruments was: Cash and cash equivalents There are no fixed rate instruments (2016 - $nil). 2017 $ 2016 $ 1,120,683 119,261 The Group does not have interest rate swap contracts. The Group has two interest bearing accounts from where it draws cash when required to pay liabilities as they fall due. The Group normally invests its funds in the two interest bearing accounts to maximise the available interest rates. The Group analyses its interest rate exposure when considering renewals of existing positions including alternative financing arrangements. Sensitivity analysis A change of 100 basis points in interest rates at the current and prior reporting date would have increased/(decreased) equity and loss for the period by an immaterial amount. Currency risk The Group is exposed to currency risk on bank account denominated in USD totalling $16,926 at 30 June 2017 (2016 – US$59,676) and equity investments in shares in the United States totalling US$310,059 (2016 – US$20,845). The Group’s gross financial position exposure to foreign currency risk at balance date was US$326,985 (2016 - US$80,521). Sensitivity analysis A 10% strengthening of the Australian dollar against the United States dollar at 30 June 2017 would have decreased post-tax profit and net assets of the Group by $38,637. A 10% weakening of the Australian dollar against the United States dollar at 30 June 2017 would have an increased post-tax profit and net assets of the Group by $47,219, on the basis that all other variables remain constant. 42 EQUUS MINING LIMITED Notes to the Consolidated Financial Statements For the Year Ended 30 June 2017 21. FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS DISCLOSURE (Cont.) Currency risk (Cont.) Exchange rates applied: AUD/USD Price risk Reporting date spot rate 2017 0.7692 2016 0.7451 The Group is exposed to equity securities prices risk. This arises from investments held by the Group and classified in the balance sheet as available-for-sale. The Group’s investments are publicly traded on the Over-The-Counter-Market (‘OTC market’) in the USA. The table below summarises the impact of increases/decreases of the bid price on the Group’s post-tax profit for the year and on equity Impact on post-tax profit Impact on Total equity Blox-Inc. - 10% bid price increase 2017 2016 $ – $ – Blox-Inc. - 10% bid price decrease (40,309) (2,798) Capital management 2017 $ 40,309 (40,309) 2016 $ 2,798 (2,798) Management aim to control the capital of the Group in order to maintain an appropriate debt to equity ratio, provide the shareholders with adequate returns and ensure that the Group can fund its operations and continue as a going concern. The Group’s capital includes ordinary share capital supported by financial assets. There are no externally imposed capital requirements on the Group. Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of cash levels, distributions to shareholders and share issues. There have been no changes in the strategy adopted by management to control the capital of the Group since the prior year. Estimation of Fair Values The carrying amounts of financial assets and financial liabilities included in the balance sheet approximate fair values. The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows: • • • Level 1 - fair value measurements are those instruments valued based on quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 - fair value measurements are those instruments valued based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). Level 3 - fair value measurements are those instruments valued based on inputs for the asset or liability that are not based on observable market data (unobservable inputs). 43 2017 Annual Report Notes to the Consolidated Financial Statements For the Year Ended 30 June 2017 21. FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS DISCLOSURE (Cont.) Estimation of Fair Values (Cont.) Available-for-sale financial assets 30 June 2017 30 June 2016 Level 1 $ – – Level 2 $ 403,093 27,976 Level 3 $ – – Total $ 403,093 27,976 All available for sale financial assets relate to investments held in quoted equity securities and were designated as available-for-sale financial assets. 22. CONTROLLED ENTITIES Parent entity Equus Mining Limited is an Australian incorporated company listed on the Australian Securities Exchange. Wholly owned controlled entities Hotrock Enterprises Pty Ltd (i) Okore Mining Pty Ltd (ii) Dataloop Pty Ltd Equus Resources Pty Ltd (iii) (i) Subsidiary of Hotrock Enterprises Pty Ltd Derrick Pty Ltd Andean Coal Pty Ltd (iv) (iv) Subsidiary of Andean Coal Pty Ltd Minera Carbones Del Sur Limitada (ii) Subsidiary of Okore Mining Pty Ltd Leo Shield Exploration Ghana Ltd (iii) Subsidiary of Equus Resources Pty Ltd Equus Resources Chile SpA (v) Minera Equus Chile Ltda Southern Gold SpA (v) Subsidiary of Equus Resources Chile SpA Minera Equus Chile Ltda Country of incorporation Australia Australia Australia Australia Australia Australia Chile Ghana Chile Chile Chile Chile Ownership Interest 2017 2016 % 100 100 100 100 100 100 99.9 100 100 99.9 100 0.1 % 100 100 100 100 100 100 99.9 100 100 99.9 – 0.1 On 18 October 2016, Southern Gold SpA was incorporated to explore Los Domos Gold-Silver project in region XI southern Chile. 23. COMMITMENTS Exploration expenditure commitments The Group does not have any minimum expenditure commitments in relation to its mineral interests in the Magallanes Basin in southern Chile or at Los Domos Gold-Silver project at the date of this report. The Group’s mineral interests in West Africa are subject to farm-in and joint venture agreements, under the terms of which the farm-in partners are responsible for the annual rates and rents relating to those properties. 44 EQUUS MINING LIMITED Notes to the Consolidated Financial Statements For the Year Ended 30 June 2017 24. OPERATING SEGMENTS The Group’s chief operating decision maker has considered the requirements of AASB 8, Operating Segments, and has concluded that, during the year ended 30 June 2017, the Group operated in the mineral exploration within the geographical segments of Australia, Chile and Ghana. The oil exploration segment in the Kyrgyz Republic was discontinued during the year ended 30 June 2013 and JSC Sherik was disposed of on 17 March 2016. The Company holds shares in Blox Inc., a US over the counter traded company and has concluded that during the year ended 30 June 2017, to recognise the investment in Blox Inc., as a separate operating segment. Oil Exploration (discontinued) Mineral Exploration $ $ Investing $ Total $ 30 June 2017 External revenues Reportable segment profit /(loss) before tax Interest income Interest expense Depreciation Other material non-cash items: Impairment of investment Reportable segment assets Reportable segment liabilities 30 June 2016 External revenues – – – – – – – – 80 – – – 2,001,894 153,478 1,043 – – – – (235,613) 39,325 (196,288) 4,407 4,487 – – – – – – 403,093 2,404,987 – – 153,478 1,043 Reportable segment loss before tax (2,977,730) 42,888 (163,017) (3,097,859) Interest income Interest expense Depreciation Other material non-cash items: Impairment of investment Reversal impairment plant and equipment Reportable segment assets Reportable segment liabilities – – – – – – – 60 – (937) 3,510 – – 3,570 – (937) – (174,515) (174,515) 70,819 – 70,819 1,617,432 16,409 27,976 1,645,408 – 16,409 45 2017 Annual Report Notes to the Consolidated Financial Statements For the Year Ended 30 June 2017 24. OPERATING SEGMENTS (Cont.) Reconciliations of reportable segment revenues and profit or loss Revenues Total revenue for reportable segments Elimination of discontinued operations disposed (Note 28) Consolidated revenue Profit or loss Total loss for reportable segments Elimination of discontinued operations (Note 28) Unallocated amounts: Proceeds from other income Net other corporate expenses Consolidated loss before tax from continuing operations Assets Total assets for reportable segments Unallocated corporate assets Consolidated total assets Liabilities Total liabilities for reportable segments Unallocated corporate liabilities Consolidated total liabilities Geographical information 2017 $ – – – 2016 $ 1,043 (1,043) – (196,288) (3,097,859) – – (703,260) (899,548) 2,404,987 1,138,429 3,543,416 153,478 213,551 367,029 2,977,730 3,517 (477,916) (594,528) 1,645,408 122,276 1,767,684 16,409 419,095 435,504 In presenting information on the basis of geography, segment revenue and segment assets are based on the geographical location of the operations. 2017 2016 Revenue $ Non-current assets $ Revenues $ Non-current assets $ – – – – – – – – 1,514,768 403,093 – 1,043 – – – – – – 1,337,589 27,976 Australia All foreign locations – Kyrgyz Republic – Ghana – Chile – United States of America The geographical information excludes financial instruments in determining non-current assets. 46 EQUUS MINING LIMITED Notes to the Consolidated Financial Statements For the Year Ended 30 June 2017 25. SUBSEQUENT EVENTS On 20 September 2017, the Company issued 6,974,618 ordinary shares through the exercise of options for cash totalling $139,492. No other matters or circumstances have arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material or unusual nature likely, in the opinion of the Directors of the Company, to affect significantly the operations of the Group, the results of those operations, or the state of affairs of the Group, in future financial years. 26. PARENT ENTITY DISCLOSURES As at, and throughout, the financial year ending 30 June 2017 the parent entity of the Group was Equus Mining Limited. Result of the parent entity Net (loss)/profit Other comprehensive income Total comprehensive profit/(loss) Financial position of the parent entity at year end Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Net assets Equity Share capital Accumulated losses Reserve Total equity Company 2017 $ 2016 $ (1,213,686) (1,449,415) – – (1,213,686) (1,449,415) 1,138,429 403,093 1,541,522 122,276 27,976 150,252 213,551 419,096 – 213,551 1,327,971 – 419,096 (268,844) 110,921,315 108,545,219 (110,027,749) (108,814,063) 434,405 1,327,971 – (268,844) The Directors are of the opinion that no commitments or contingent liabilities existed at, or subsequent to year end. 47 2017 Annual Report Notes to the Consolidated Financial Statements For the Year Ended 30 June 2017 27. ASSETS HELD FOR SALE The Naltagua property held in the Republic of Chile was sold during the year ended 30 June 2016 following Group management’s decision to sell the property. A Sale and Purchase Agreement was executed during June 2016. The consideration under the agreement was for CLP$38 million (AUD$76,889). This asset was classified as assets held for sale at 30 June 2016. As at 30 June assets held for sale comprised the following: Property, plant and equipment – Land 2017 $ – 2016 $ 70,819 During the year ended 30 June 2016, the Group determined to reverse $70,819 of the impairment processed during 2014 for the Naltagua property. 28. DISCONTINUED OPERATIONS In September 2012 the Group committed to discontinue its oil exploration segment. On 6 February 2015 the Group sold the segment fixed assets and consumables for US$700,000. On 17 March 2016 the Group sold its 100% interest in JSC Sherik for consideration of KGS100,000 (AUD$2,000). Results of discontinued operation Revenue Other income Expenses Results from operating activities Income tax expense Results from operating activities, net of income tax Loss on sale of discontinue operation (including transfer of foreign currency translation reserve to profit or loss) Impairment of assets held for sale Income tax on loss on sale of discontinued operation Loss for the year Basic and diluted loss per share Cash flows from (used in) discontinued operation Net cash used in operating activities Net cash from investing activities Net cash from financing activities Net cash flows for the year 48 2017 $ 2016 $ – – – – – – – – – – – – – – – 1,043 113,410 (115,684) (1,231) – (1,231) (2,976,499) – – (2,977,730) (0.007) (96,182) 1,043 – (95,139) EQUUS MINING LIMITED Directors’ Declaration 1. In the opinion of the Directors of Equus Mining Limited (the ‘Company’): (a) the consolidated financial statements and notes thereto, set out on pages 18 to 48, and the Remuneration Report as set out on pages 13 to 16 of the Directors’ Report are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Group’s financial position as at 30 June 2017 and of its performance, for the financial year ended on that date; (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. 2. The Directors have been given the declarations required under section 295A of the Corporations Act 2001 for the financial year ended 30 June 2017. 3. The Director’s draw attention to Note 2(a) to the consolidated financial statements, which includes a statement of compliance with International Financial Reporting Standards. Signed at Sydney this 25th day of September 2017 in accordance with a resolution of the Board of Directors: Mark H. Lochtenberg Director Edward J. Leschke Director 49 2017 Annual Report Independent Auditor’s Report 50 EQUUS MINING LIMITED Independent Auditor’s Report 51 2017 Annual Report Independent Auditor’s Report 52 EQUUS MINING LIMITED Independent Auditor’s Report 53 2017 Annual Report Independent Auditor’s Report 54 EQUUS MINING LIMITED Independent Auditor’s Report 55 2017 Annual Report Additional Stock Exchange Information Additional information as at 31 August 2017 required by the Australian Stock Exchange Listing Rules and not disclosed elsewhere in this report. Home Exchange The Company is listed on the Australian Securities Exchange. The Home Exchange is Sydney. Audit Committee As at the date of the Directors’ Report, an audit committee of the Board of Directors is not considered warranted due to the composition of the Board and the size, organisational complexity and scope of operations of the Group. Class of Shares and Voting Rights The voting rights attached to ordinary shares, as set out in the Company’s Constitution, are that every member in person or by proxy, attorney or representative, shall have one vote on a show of hands and one vote for each share held on a poll. A member holding partly paid shares is entitled to a fraction of a vote equivalent to the proportion, which the amount paid up bears to the issue price for the share. Distribution of Shareholders The total distribution of fully paid shareholders as at 31 August 2017 was as follows: Range 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over Total Less than Marketable Parcels Total Shareholders Total Number of Shares 274 325 312 704 388 2003 129,809 936,612 2,828,269 23,869,033 640,442,704 668,206,427 On 31 August 2017, 1,001 shareholders held less than marketable parcels of 12,500 shares. On Market Buy Back There is no current on-market buy-back. Substantial Holders The name of the substantial shareholders in Equus Mining Limited as advised to the Company are set out below. Norm Seckold Gerard C Toscan Management Pty Limited Augusta Enterprises Pty Ltd Mark Lochtenberg Number of Ordinary Shares 61,877,420 54,668,862 33,619,471 27,306,727 56 EQUUS MINING LIMITED Additional Stock Exchange Information Twenty Largest Shareholders As at 31 August 2017, the twenty largest quoted shareholders held 52.05% of the fully paid ordinary shares as follows: Name Gerard C Toscan Management Pty Limited Permgold Pty Ltd Augusta Enterprises Pty Ltd Mark Hamish Lochtenberg & Michael Lochtenberg JP Morgan Nominees Australia Limited Altinova Nominees Pty Ltd HSBC Custody Nominees (Australia) Limited – A/C 2 Peter John Bartter Sambas Energy Pty Ltd John Wardman & Associates Pty Ltd Cynthia Wardman Ringwood Management Pty Limited Rosignol Pty Ltd Northcliffe Holdings Pty Ltd < Northcliffe Holdings A/C> BT Portfolio Services Limited DRYCA Pty Ltd James Christopher Toscan John Desmond Martin Berkshire Nominees Pty Ltd John Wardman & Mrs Lesley Jean Wardman 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Number 42,220,000 41,877,420 33,619,471 27,306,727 21,407,437 20,000,000 18,567,768 18,500,000 16,000,000 15,010,000 15,000,000 13,929,969 12,500,000 12,000,000 9,140,968 7,000,000 6,500,000 6,500,000 5,711,281 5,000,000 % 6.32 6.27 5.03 4.09 3.20 2.99 2.78 2.77 2.39 2.25 2.24 2.08 1.87 1.80 1.37 1.05 0.97 0.97 0.85 0.75 The number of holders in each class of securities As at 31 August 2017, the numbers of holders in each class of securities on issue were as follows: Type of security Ordinary shares Unlisted options Number of holders 2,003 1 Number of securities 668,206,427 8,718,273 Substantial Optionholders in the Company The Company provides the names of the holders of 20% or more options in these unquoted securities below: Bell Potter Nominees Ltd Number of options held % of Options Held 8,718,273 100.00% 57 2017 Annual Report Additional Stock Exchange Information Escrow securities As at 31 August 2017, there were escrow securities. Group Mineral Concession Interests at 31 August 2017 The Company provides the following information regarding its mining tenements: Project Location Tenement Ownership % interest Type of Tenement Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Mina Rica 12 Minera Carbones Del Sur Limitada Mina Rica 15 Minera Carbones Del Sur Limitada Mina Rica 16 Minera Carbones Del Sur Limitada Mina Rica 19 Minera Carbones Del Sur Limitada Mina Rica 20 Minera Carbones Del Sur Limitada Mina Rica 23 Minera Carbones Del Sur Limitada Mina Rica 26 Minera Carbones Del Sur Limitada Mina Rica 29 Minera Carbones Del Sur Limitada Mina Rica 30 Minera Carbones Del Sur Limitada Mina Rica 31 Minera Carbones Del Sur Limitada Mina Rica 32 Minera Carbones Del Sur Limitada Mina Rica 33 Minera Carbones Del Sur Limitada Mina Rica 34 Minera Carbones Del Sur Limitada Mina Rica 35 Minera Carbones Del Sur Limitada Mina Rica 36 Minera Carbones Del Sur Limitada Mina Rica 37 Minera Carbones Del Sur Limitada Mina Rica 38 Minera Carbones Del Sur Limitada Mina Rica 39 Minera Carbones Del Sur Limitada Mina Rica 40 Minera Carbones Del Sur Limitada Mina Rica 41 Minera Carbones Del Sur Limitada Mina Rica 42 Minera Carbones Del Sur Limitada Mina Rica 43 Minera Carbones Del Sur Limitada Mina Rica 44 Minera Carbones Del Sur Limitada Mina Rica 45 Minera Carbones Del Sur Limitada Mina Rica 46 Minera Carbones Del Sur Limitada Mina Rica 47 Minera Carbones Del Sur Limitada Brunswick 3A Minera Carbones Del Sur Limitada Brunswick 4A Minera Carbones Del Sur Limitada Glo 1 Glo 2 Glo 3 Glo 4 Glo 5 Glo 6 Glo 7 Glo 8 Minera Carbones Del Sur Limitada Minera Carbones Del Sur Limitada Minera Carbones Del Sur Limitada Minera Carbones Del Sur Limitada Minera Carbones Del Sur Limitada Minera Carbones Del Sur Limitada Minera Carbones Del Sur Limitada Minera Carbones Del Sur Limitada 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Mina Rica Rubens 58 EQUUS MINING LIMITED Additional Stock Exchange Information Project Location Tenement Ownership % interest Type of Tenement Los Domos Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Electrum 1A Terrane Minerals SpA Electrum 2A Terrane Minerals SpA Electrum 3A Terrane Minerals SpA Electrum 4A Terrane Minerals SpA Electrum 5A Terrane Minerals SpA Electrum 6A Terrane Minerals SpA Electrum 7A Terrane Minerals SpA Electrum 8 Electrum 9 Terrane Minerals SpA Terrane Minerals SpA Electrum 10 Terrane Minerals SpA Electrum 11 Terrane Minerals SpA Electrum 12A Terrane Minerals SpA Pedregoso I Patagonia Gold SC. Pedregoso VIII Patagonia Gold SC. Honda 20 Patagonia Gold SC. – – – – – – – – – – – – – – – Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Mining Concession Mining Concession Mining Concession The Company’s wholly owned subsidiary, Southern Gold SpA has an option to acquire 100% of the Los Domos gold- silver project. The Company is earning a 51% interest in the project through the drilling program of 2,000 metres. As part of Los Domos gold-silver project, Terrane Mineral SpA has an option to acquire 100% of the Mining Concessions from Patagonia Gold SC. Mining interest in African countries Concession name Location Registered Holder File Number / Licence Type Equus equity interest Concession Type Osenase Ghana1 Osenase Prospecting Licence Equus Mining 90% Asamankese Ghana1 Asamankese Prospecting Licence Equus Mining 90% Pramkese Kwatechi Ghana1 Ghana1 Pramkese Prospecting Licence Equus Mining 90% Kwatechi PL3/64 Prospecting Licence Equus Mining 0% N/A N/A N/A 7% 2 Exploration Exploration Exploration Exploration 1 The governments of African countries in which the Company holds minerals interests are entitled to equity in mining companies owning projects as follows – Ghana 10% and Guinea 15%. Equus’s quoted equity is after allowance for that national interest, which occurs when a new project company is established prior to commencement of mining. 2 Perseus Mining Limited, the current holder of a 16% interest, has the right to earn a further 60% interest in the Kwatechi property by funding the development of the project to profitable production. In that case, the Company and a local joint venture partner will each retain a 7% interest which is convertible to a 1.25% net smelter royalty at the option of those parties within 30 days of completion of a feasibility study. 59 2017 Annual Report www.equusmining.com NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting of members is to be convened at Level 5, 56 Pitt Street, Sydney, NSW, 2000 on 30 November 2017 at 2.30 pm Eastern Daylight Saving Time (EDST). ORDINARY BUSINESS Financial Statements AGENDA To receive and consider the Company's Annual Financial Report, the Directors' Report and the Auditor's Report for the year ended 30 June 2017. To consider and, if thought fit, pass the following resolutions, with or without amendment: Resolution 1 Adoption of the Remuneration Report To consider and, if thought fit, to pass with or without amendment, as an advisory resolution the following: 'That the Remuneration Report for the year ended 30 June 2017 be and is hereby adopted.' Resolution 2 Re-election of Mr. Robert Yeates as a Director To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: 'That Robert A. Yeates having retired in accordance with the Company’s Constitution and the Listing Rules, and being eligible, offers himself for re-election, be re-elected as a Director of the Company with immediate effect.' Resolution 3 Ratification of 43,487,309 Shares - Listing Rule 7.4 To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: 'That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders hereby ratify and approve the issue and allotment of 43,487,309 fully paid ordinary shares issued under Listing Rule 7.1A on 27 March 2017, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.' Resolution 4 Ratification of 64,549,828 Shares - Listing Rule 7.4 To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: 'That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders hereby ratify and approve the issue and allotment of 64,549,828 fully paid ordinary shares issued under Listing Rule 7.1 on 27 October 2017, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.' Equus Mining Limited ABN 44 065 212 679 Level 2, 66 Hunter Street, Sydney NSW 2000, Australia T +61 2 9300 3366 F +61 2 9221 6333 E: info@equusmining.com W: www.equusmining.com Resolution 5 Approval of the Proposed Issue of Shares to Mark Lochtenberg To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: 'That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 4,054,054 Shares to a director, Mr Mark Lochtenberg and/or his nominee, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.' Resolution 6 Approval of the Proposed Issue of Shares to Robert Yeates To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: 'That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 500,000 Shares to a director, Mr Robert Yeates and/or his nominee, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.' Resolution 7 Approval of 10% Placement Facility To consider and, if thought fit, to pass with or without amendment, as a special resolution the following: “That pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of issue) on the terms and conditions set out in the Explanatory Memorandum.” To transact any other business that may be brought forward in accordance with the Company's Constitution. By order of the Board Marcelo Mora Company Secretary 30 October 2017 pjn9113 Explanatory Memorandum to the Notice of Annual General Meeting This Explanatory Memorandum has been prepared to assist members to understand the business to be put to members at the Annual General Meeting to be held at Level 5, 56 Pitt Street, Sydney, NSW, on Thursday, 30 November 2017 at 2.30 pm Eastern Daylight Saving Time (EDST). Financial Report The Financial Report, Directors' Report and Auditor's Report for the Company for the year ended 30 June 2017 will be laid before the meeting. There is no requirement for shareholders to approve these reports, however, the Chair of the meeting will allow a reasonable opportunity to ask the auditor questions about the conduct of the audit and the content of the Auditor's Report. Resolution 1 Adoption of Remuneration Report The Remuneration Report, which forms part of the Directors’ Report in the Company’s 2017 Annual Report, contains certain prescribed details, sets out the policy adopted by the Board of Directors and discloses the payments to Directors. In accordance with section 250R of the Corporations Act, a resolution that the Remuneration Report be adopted must be put to the vote. The resolution is advisory only and does not bind the Directors or the Company. Shareholders will be given a reasonable opportunity at the meeting to comment on and ask questions about the Company’s Remuneration Report. The Chair intends to exercise all undirected proxies in favour of Resolution 1. If the Chair of the Meeting is appointed as your proxy and you have not specified the way the Chair is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair's intention. Voting Exclusion Statement A vote on the resolution must not be cast (in any capacity) by or on behalf of any of the following persons: • a member of the key management personnel details of whose remuneration are included in the remuneration report; • a close related party of such a member. However such a person may cast a vote on the resolution if: • • the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and the vote is not cast on behalf of such a person. The Directors recommend that you vote IN FAVOUR of this advisory Resolution 1. The Chair of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 1. Resolution 2 Re-election of Mr. Robert Yeates as a Director In accordance with Article 3.6 of the Company’s Constitution and the Corporations Act, Robert Yeates who retires by rotation and, being eligible, offers himself for re-election. Rob Yeates is a graduate of the University of NSW, completing a Bachelor of Engineering (Honours 1) in 1971 and a PhD in 1977 and then an MBA in 1986 from Newcastle University. He began his career with Peko Wallsend working in a variety of roles including mining engineering, project management, mine management and marketing. He became General Manager Marketing for Oakbridge Pty Limited in 1989 following a merger with the Peko Wallsend coal businesses and went on to become Managing Director of Oakbridge, which was the largest coal mining company in NSW at that time, operating one open cut and five underground coal mines. Dr Yeates also has gained operating, business development and infrastructure experience as a director of Port Waratah Coal Services (Newcastle Port), Port Kembla Coal Terminal, Great Northern Mining Corporation NL and Cyprus Australia Coal and for the past 20 years has been principal of his own mine management consultancy, providing a wide range of technical, management and strategic planning services to the mining industry. Until 2014 he was also Project Director then CEO of Newcastle Coal Infrastructure Group, which has developed and is operating coal export facilities in Newcastle. Dr Yeates was until 2015 and for the prior ten years a director in ASX-listed Baralaba Coal Company Limited (formerly Cockatoo Coal Limited), and since 2016 he has been a director of Watagan Mining Ltd. The Directors recommend that you vote IN FAVOUR of Resolution 2. The Chair of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 2. Resolution 3 to 4 Ratification of Prior Issue of Securities - Listing Rule 7.4 Resolution 3 to 4 seeks the approval of Shareholders of the prior issues of ordinary shares that have occurred in the 12 months prior to the date of this Notice that have not already been approved by Shareholders for the purposes of Listing Rule 7.4. Under Listing Rule 7.4, an issue of Securities under Listing Rule 7.1 and 7.1A will be treated as having been made with the approval of Shareholders if the issue did not breach the Listing Rules and Shareholders subsequently approve the issue of the Securities. The Company confirms that the issue of the Placement Shares did not breach Listing Rule 7.1 and 7.1A. The Company is now seeking Shareholders ratification for the purposes of ASX Listing Rules 7.4. This ratification will provide the Company with the ability to raise further funds, if required, will maximise the flexibility of the Company’s funds management and will facilitate planning for the Company’s ongoing activities. Details of the issue, as required by ASX Listing Rule 7.5 are as follows: By way of background, the Company has issued the following Shares under the Company’s 15% (LR 7.1) and 10% (LR 7.1A) placement capacity. All shares issued rank equally with all other existing Shares. (a) As announced on 27 March 2017, pursuant to its then available listing rule 7.1A capacity, the Company issued 43,487,309 Shares at $0.012 per share to professional and sophisticated investors (none of whom were related parties of the Company), the proceeds of which were used in the initial stage of the 2,000 metres drilling program at Los Domos Gold-Silver project in Chile and for general working capital purposes. (b) As announced on 27 October 2017, pursuant to its then available listing rule 7.1 capacity, the Company issued 64,549,828 Shares at $0.037 per share to professional and sophisticated investors (none of whom were related parties of the Company), the proceeds of which will be used to promptly commence a planned minimum 7,500m drilling program to test those high priority targets that could not be tested during the winter months; extensional step out drilling both along strike and at depth of previously tested targets and for working capital purposes. Voting Exclusion Statement The Company will disregard any votes cast on this Resolutions by a person who participated in the placement and any of their associates. However, the Company need not disregard a vote if: • it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or • it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides The Directors recommend that you vote IN FAVOUR of Resolutions 3 and 4. The Chairman of the Meeting intends to vote undirected proxies IN FAVOUR of Resolutions 3 and 4. Resolution 5 to 6 Approval of Directors Participation in Tranche 2 Placement Resolutions 5 and 6 seeks the approval by shareholders of the issue and allotment of 4,554,054 fully paid ordinary shares in the Company as soon as practicable after the date of this Annual General Meeting, and in any event, within 1 month of the date of this Annual General Meeting for the purposes of ASX Listing Rule 10.11. If approval is given under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1. This proposed issue, which was announced to the ASX on 18 October 2017 and in conjunction with the placement as announced to the asx on 27 October 2017, will provide funding to continue with the drilling program at the Los Domos Gold-Silver project in Chile which started during the quarter ended 30 June 2017. Shareholder approval is required in accordance with Listing Rule 10.11 and Section 228 of the Corporations Act because Directors and former Directors of the Company that ceased to be directors in the last 6 months prior to this notice of meeting are related parties. If approved, the shares are issue on the same terms and conditions as the placement announced on 27 October 2017. Furthermore, Shareholder approval of the issue placement to the Directors means that these issues will not reduce the Company’s 15% placement capacity under Listing Rule 7.1. Details of the issue, as required by ASX Listing Rule 7.1 and 10.11 are as follows: • Number of securities to be allotted: 4,554,054. • • Issue price: $0.037 per share. Terms: Fully paid ordinary shares ranking pari passu with existing ordinary shares. • Names of allottees: Mark Lochtenberg or his nominee 4,054,054 ordinary shares; and Robert Yeates or his nominee 500,000 ordinary shares. • • Allotment date: Within one month of the date of this Annual General Meeting. Intended use of funds: To promptly commence a planned minimum 7,500m drilling program to test those high priority targets that could not be tested during the winter months; extensional step out drilling both along strike and at depth of previously tested targets and for working capital purposes Voting Exclusion Statement The Company will disregard any votes cast on Resolutions 5 by Mark Lochtenberg or his nominee and Resolution 6 by Robert Yeates or his nominee and any of their associates. However, the Company need not disregard a vote if: • • it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. The Directors recommend that you vote IN FAVOUR of Resolutions 5 and 6. The Chair of the Meeting intends to vote undirected proxies IN FAVOUR of Resolutions 5 and 6. Resolution 7 Approval of 10% Placement Facility ASX Listing Rule 7.1A enables the Company to issue equity securities up to 10% of its issued share capital through placements over a 12 month period after the AGM ('10% Placement Facility'). The 10% Placement Facility is in addition to the Company's 15% placement capacity under ASX Listing Rule 7.1. Resolution 7, which is a Special Resolution requiring 75% of votes cast to be in favour of the resolution, seeks shareholder approval for the Company to have the ability to issue equity securities under the 10% Placement Facility on the following terms: (a) Placement Period Shareholder approval of the 10% Placement Facility is valid from the date of the AGM and expires on the earlier of: (i) the date that is 12 months after the date of the AGM; or (ii) the date of the approval by shareholders of a transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking). (b) Equity Securities Any equity securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of equity securities of the Company which, in the Company's case, are fully paid ordinary shares. (c) Formula for calculating 10% Placement Facility The maximum number of shares that can be issued under the 10% Placement Facility is calculated as follows: (A x D) - E Where: A is the number of fully paid ordinary shares on issue 12 months before the date of issue or agreement: (i) plus the number of fully paid ordinary shares issued in the 12 months under an exception in ASX Listing Rule 7.2; (ii) plus the number of partly paid ordinary shares that became fully paid in the 12 months; (iii) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4; (iv) less the number of fully paid shares cancelled in the 12 months. D is 10%. E is the number of fully paid ordinary shares issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under ASX Listing Rules 7.1 or 7.4. The current maximum number of shares, as at the date of this meeting, that can be issued under the 10% Placement Facility is 19,682,064. The Company’s current capacity to issue securities as at the date of the meeting pursuant to listing rule 7.1 is 30,204,232. (d) Minimum Issue Price The minimum issue price of equity securities issued for the purpose of Listing Rule 7.1.A.3 must be not less than 75% of the volume weighted average price of equity securities in the same class calculated over the 15 trading days on which trades were recorded immediately before: (i) the date on which the price at which the equity securities are to be issued is agreed; or (ii) if the equity securities are not issued within 5 trading days of the date in paragraph (i) above, the date on which the equity securities are issued. (e) Risk of Economic and Voting Dilution If Resolution 7 is approved by shareholders and the Company issues equity securities under the 10% Placement Facility, the existing shareholders' voting power in the Company will be diluted as shown in the table below. Further, there is a risk that: (i) the market price for the Company's equity securities may be significantly lower on the date of the issue of the equity securities than on the date of the AGM; and (ii) the equity securities may be issued at a price that is at a discount to the market price for the Company's equity securities on the issue date. Because Variable A in the formula for calculating 10% Placement Facility, and consequently the number of shares that can be issued under the 10% Placement Facility, can change during the Placement Period, the table below shows a matrix of scenarios of the potential dilution of existing shareholders as at the date of the AGM on the basis of: (i) the issue price of equity securities being the current approximate market price of fully paid ordinary shares, plus 50% and minus 50%; and (ii) the maximum number of shares that can be issued under the 10% Placement Facility in accordance with the definition of Variable A in the formula for calculating 10% Placement Facility increasing by 50% and 100%. Variable A in 10% Placement Facility under ASX Listing Rule 7.1A.2 Voting Dilution and Placement Facility Capacity Current Variable A 631,693,736 shares 50% increase in current Variable A 947,540,604 shares 100% increase in current Variable A 1,263,387,472 shares 8.6% 63,169,374 Shares 12.3% 94,754,060 Shares 15.8% 126,338,747 shares 50% Decrease in Current Approximate Market Price $0.021 Issue Price and Funds Raised Current Approximate Market Price $0.042 50% Increase in Current Approximate Market Price $0.063 $1,326,557 $2,653,114 $3,979,671 $1,989,835 $3,979,671 $5,969,506 $2,653,114 $5,306,227 $7,959,341 As an example, if Variable A is increased to 1,263,387,472 shares, the 10% Placement Facility capacity is 126,338,747 shares and therefore the dilution of existing shares as at the date of the AGM, being 739,730,873 shares, is calculated as: 126,338,747 ÷ (739,730,873 + 126,338,747) = 14.58% (f) Other Matters The Company may issue equity securities under the 10% Placement Facility for cash consideration to support the Company's ongoing exploration activities and working capital or non-cash consideration for the acquisition of compatible business opportunities which may arise. In such circumstances the Company will provide a valuation of the non-cash consideration as required by ASX Listing Rule 7.1A. The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. As there is no issue currently proposed, the identity of the allottees is not currently known and will be determined on a case-by-case basis at the time of allotment, having regard to factors including, but not limited to, the following: (i) the methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing security holders can participate; (ii) the effect of the issue of the equity securities on the control of the Company; (iii) the financial situation and solvency of the Company; and (iv) advice from corporate, financial and broking advisers (if applicable). The allottees under the 10% Placement Facility have not currently been determined but may include existing substantial shareholders and/or new shareholders who are not related parties or associates of a related party of the Company. The Company obtained shareholder approval under ASX Listing Rule 7.1A at its 2016 Annual General Meeting. The Company issued 204,857,779 ordinary fully paid shares during the 12 months preceding the date of this Annual General Meeting which based on the number of Equity Securities on issue at the commencement of that period represents 38.30% of the Company’s Equity Securities. Information relating to the issue of Equity Securities in the preceding 12 months is as follows: Date of Appendix 3B Number of Equity Securities Names of recipients or basis on which recipients were determined Class of Equity Securities and summary of the terms of that class Issue price of Equity Securities and discount to closing market price on the trading day prior to the issue If issued for cash - the total consideration, what it was spent on and the intended use of any remaining funds If issued for non-cash consideration – a description of the consideration and the current value of consideration 27/3/2017 43,487,309 Fully paid ordinary shares To professional and sophisticated investors who participated in the placement the subject of the announcement dated 27/3/2017. Issue Price was $0.012 and the closing price on the previous trading day was $0.013. $521,848 was raised and was used to fund a 2,000 metre drilling program at the Los Domos Gold-Silver project and for working capital purposes. 3/5/2017 89,846,024 Fully paid ordinary shares Issue price was $0.012 and closing price on the previous trading day was $0.014. $1,078,152 was raised and was used to fund a 2,000 metre drilling program at the Los Domos Gold-Silver project and for working capital purposes. Pursuant to shareholder approval obtained on 28 April 2017, 83,846,024 shares were issued to professional and sophisticated investors and 6,000,000 shares to the Directors of the Company who participated in the placement the subject of the announcement dated 3/5/2017. 20/9/2017 6,974,618 R&C Australia Pty Ltd. Fully paid ordinary shares Issue price was $0.02 and closing price on the previous trading day was $0.042 27/10/2017 64,549,828 Fully paid ordinary shares To professional and sophisticated investors who participated in the placement the subject of the announcement dated 27/10/2017. Issue price was $0.037 and closing price on the previous trading day was $.040. $139,492 was raised on the exercise of 6,974,618 unlisted options at $0.02 each. The funds raised were used to fund a 2,000 metre drilling program at the Los Domos Gold- Silver project and for working capital purposes. $2,388,343 was raised and the funds will be used to promptly commence a planned minimum 7,500m drilling program to test those high priority targets that could not be tested during the winter months; extensional step out drilling both along strike and at depth of previously tested targets and for working capital purposes. Voting Exclusion: The Company will disregard any votes cast on Resolution 7 by: • a person who may participate in the proposed issue; and • a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed and any such associates of that person. However, the Company need not disregard a vote if: • • it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. The Directors recommend that you vote IN FAVOUR of Resolution 7. The Chair of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 7. FORM OF PROXY Sub-Register ISSUER HIN/SRN I/we . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . being a member/members of Equus Mining Limited HEREBY APPOINT the Chair of the Meeting (mark box) OR if you are not appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy below or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Equus Mining Limited to be held at Level 5, 56 Pitt Street, Sydney, NSW, 2000 on Thursday 30 November 2017 at 2.30 pm (AEDT) and at any adjournment or postponement of that Meeting. The Chair of the Meeting is authorised to exercise undirected proxies on remuneration related matter (Resolution 1): If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default, by signing and submitting this form I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of Resolution 1 (except where I/we have indicated a different voting intention above) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel for Equus Mining Limited, which includes the Chair. The Chair of the Meeting intends to vote all undirected proxies in favour of each resolution (including Resolution 1). If you have appointed the Chair of the Meeting as your proxy (or the Chair of the Meeting becomes your proxy by default), and you wish to give the Chair specific voting directions on an item, you should mark the appropriate box/es opposite those resolutions below (directing the Chair to vote for, against or to abstain from voting). If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called. RESOLUTIONS FOR AGAINST ABSTAIN 1. Adoption of the Remuneration Report 2. Re-election of Mr. Robert Yeates as a Director 3. Ratification of 43,487,309 Shares - Listing Rule 7.4 4. Ratification of 64,549,828 Shares- Listing Rule 7.4 5. Approval of the Proposed Issue of Shares to Mark Lochtenberg 6. Approval of the Proposed Issue of Shares to Robert Yeates 7. Approval of 10% Placement Facility Signature of Securityholder(s) This section must be completed. Dated this . . . . . . day of . . . . . . . . . . . . . . . . . . . . . . 2017 Signatures of Securityholder(s) Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director PROXY INSTRUCTIONS 1. Appointment of a Proxy If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chair of the Meeting please write the full name of that individual or body corporate in the space provided. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. 2. Appointment of a Second Proxy A member entitled to attend and vote and is entitled to appoint not more than 2 proxies to attend the meeting and vote on a poll. Where more than 1 proxy is appointed, each proxy must be appointment to represent a specified proportion of the member's voting rights. If you appoint 2 proxies and the appointment does not specify the proportion or number of your votes the proxy may exercise, each proxy may exercise half of the votes. A proxy need not be a member. This Proxy form (and the original or certified copy of any power of attorney under which this proxy form is signed) must be received at an address given below no later than 48 hours before the time appointed for holding the meeting: 3. Voting The vote on the resolutions will be decided on a show of hands unless a poll is demanded. On a show of hands, every shareholder who is present in person or by proxy, or by representative or by attorney, will have one vote. Upon a poll, every shareholder who is present in person or by proxy, or by representative or by attorney, will have one vote for each Share held by that shareholder. 4. Signing Instructions All joint holders must sign. Where the company has a Sole Director and Company Secretary, that person must sign. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. All executors of deceased estates must sign. 5. Persons entitle to attend and vote The Company has determined, in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), that the Company's shares quoted on the ASX Limited at 7.00 pm Sydney time on 28 November 2017 are taken, for the purposes of the Annual General Meeting to be held by the persons who held them at that time. Accordingly, those persons are entitled to attend and vote (if not excluded) at the meeting. 6. Corporate Representatives If a representative of the corporation is to attend the meeting. The representative must bring to the Annual General Meeting evidence of his or her appointment, including any authority under which it was signed in accordance with section 253B of the Corporations Act 2001. • • in person or by mail at the Company's registered office, Level 2, 66 Hunter Street, Sydney, NSW 2000 Australia; or by facsimile on +61 2 9221 6333.

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