Equus Mining Limited
Annual Report 2018

Plain-text annual report

19 October 2018 The Manager Companies ASX Limited 20 Bridge Street SYDNEY NSW 2000 Dear Sir/Madam (81 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 2018 and the Company’s Notice of Annual General Meeting to be held at 11 am on 28 November 2018. Yours sincerely Marcelo Mora Company Secretary pjn9633 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 2018 Annual Report E q u u s M i n i n g L i m i t e d 2 0 1 8 A n n u a l R e p o r t 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 17 18 26 27 28 29 30 31 55 56 61 Corporate Directory Non-Executive Chairman Managing Director Non-Executive Director Non-Executive Director Share Registry Advanced Share Registry Limited 110 Stirling Highway Nedlands, Western Australia 6009 Telephone: Facsimile: (61 8) 9389 8033 (61 8) 9262 3723 Directors Mark Lochtenberg Edward Leschke Juerg Walker Robert Yeates 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 (Code – EQE) Berlin and Frankfurt Securities Exchanges (Third Market Segment) 1 2018 Annual Report To that end, Equus continues to assess new and prospective opportunities within Chile, in particular those opportunities where the entry costs 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 have continued to be subdued throughout most of the 2018 fiscal year. Reasonable world growth coupled with an absence of new metal supply (stemming from a dearth of new mining projects across the globe) did see an improvement in commodity prices throughout the year however macro demand factors such as trade protectionism initiatives have seen commodity price paired back. With Los Domos shaping up to be a high quality project and the anticipated eventual return 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 Chairman’s Letter Dear Fellow Shareholders, Equus Mining’s focus during the year was exploration drilling of the Los Domos polymetallic project and early stage surface exploration work at the newly acquired Cerro Diablo polymetallic project, both located in Chile’s XI Region and adjacent to the Cerro Bayo silver-gold mine. In addition to the Los Domos and Cerro Diablo project’s significant prospectivity, the position of these projects is consistent with the Company’s focus on developing natural resource projects strategically located near existing mines and other infrastructure. Approximately half of the 8,000m drilled to date at Los Domos has been on the T7 Target where significant and continuous high-grade polymetallic mineralisation has been defined and, with additional drilling, should lead to an inaugural JORC resource being defined as well as testing for extensions. The 9 other defined structures at Los Domos remain very attractive targets having either returned initial high-grade gold and silver mineralisation and base metal values in initial drilling and surface sampling, or anomalous gold and silver values and elevated epithermal pathfinder metals typically found above targe epithermal precious metal zones. The surface exploration activities at Cerro Diablo has resulted in excellent and encouraging high grade precious and base metals results with several targets having been defined. This project is now ready for preliminary drilling. 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 MANAGING DIRECTOR’S REVIEW OF OPERATIONS Corporate Activities Los Domos and Cerro Diablo Au-Ag-Zn-Pb-Cu Projects The Los Domos gold-silver project is well located 15km south of the township of Chile Chico and adjacent to the Cerro Bayo gold-silver mine. The Cerro Diablo project is located 25 kilometres north-northwest of the mine. See Figure 1 & 2. This mine was until recently producing approximately 2 Mozpa of silver and 20 Kozpa gold or approximately two thirds nominal flotation plant capacity of 500ktpa throughput. Production has been suspended indefinitely and force majeure declared following a mine flooding event in June 2017. Resulting in crippling unemployment throughout the region (>50% unemployment in Chile Chico). Unlike Australia, the system of unemployment benefits is very limited. For these reasons, the Chilean Ministry of the Economy has identified Los Domos as a sustainable investment project and one that is key for generating economic growth in Chile’s XI region (see www.economia.gob.cl/ oficina-de-gestion-de-proyectos-sustentables). With an altitude range of 800m to 1,200m and a dry, moderate climate, the Los Domos Project is able to be explored year-round. Cerro Diablo has a similar altitude range with slightly higher precipitation. During the first half of the year ended 30 June 2018, the Group completed a systematic surface sampling and 2,091 metres drilling program and earned the rights to 51% interest in Los Domos Gold-Silver project located in Chile’s XI region, adjacent to the Cerro Bayo gold-silver mine. During February 2018, the Group was granted the exploration licences over the prospective Cerro Diablo precious and base metal project. The Cerro Diablo project was secured through making relatively low cost Exploration Licence applications over an area of 4,554 hectares. The project is located near existing mine and other infrastructure and augments the potential synergies with the Company’s nearby Los Domos project. On 20 September 2017, the Company issued 6,974,618 new ordinary shares by the exercise of 6,974,618 unlisted options at an exercise price of $0.02 per option raising $139,492 before costs. On 27 October 2017, the Company issued 64,549,828 new ordinary shares under a placement at an issue price of $0.037 per share for a total consideration of $2,388,344 before costs. On 15 November 2017, the Company issued 7,054,054 new ordinary shares under a placement at an issue price of $0.037 per share for a total consideration of $261,000 before costs. On 15 December 2017, the Company issued 4,554,054 new ordinary shares under a placement at an issue price of $0.037 per share for a total consideration of $168,500 before costs. On 18 December 2017, the Company issued 1,743,655 new ordinary shares by the exercise of 1,743,655 unlisted options at an exercise price of $0.02 per option raising $34,873 before costs. On 1 May 2018, the Company issued 1,281,727 new ordinary shares by the exercise of 1,281,727 unlisted options at an exercise price of $0.02 per option raising $25,634 before costs. 3 2018 Annual Report Review of Operations Los Domos and Cerro Diablo – located within a world class mineral province The Cerro Diablo precious and base metal project, like Los Domos, is located within the world class Deseado Massif mineral province. See Figure 1. This mineral province includes the Santa Cruz Province mining district in Argentina and the Cerro Bayo mine district in Chile, the latter of which is where EQE’s projects are located, and throughout which mineralisation is dominantly hosted by Jurassic age volcanic rocks. The Deseado Massive hosts large gold and silver deposits in Argentina including Cerro Vanguardia, Cerro Negro, San Jose & Cerro Moro and has a current combined 29.8 Moz AuEq known resource endowment. See Table 1. Gold (Moz) Silver (Moz) Gold Eq. (Moz) Cerro Vanguardia Cerro Negro San Jose (Huevos Verdes) Cerro Moro Cap Oeste-Cose Manantial Espejo Cerro Bayo Joaquin Las Calandrias Martha Virginia-Santa Rita Don Nicolas Lomada de Leiva 8.0 6.7 1.4 1.2 1.2 0.8 0.7 0.0 0.8 0.0 0.0 0.3 0.1 100 50 100 75 35 60 68 57 0 24 15 0 0 9.5 7.4 2.9 2.3 1.7 1.7 1.7 0.9 0.8 0.4 0.2 0.2 0.1 Table 1. Projects Located in the Deseado Massif 21.2 585 29.8 Figure 1. Cerro Diablo and Los Domos projects are both located within the Deseado Massif 4 Equus Mining Limited Review of Operations Figure 2. Los Domos and Cerro Diablo Projects Location in Chile’s Region XI 5 2018 Annual Report Review of Operations Los Domos is a High-Grade Discovery EQE carried out reconnaissance work from mid- 2016 to mid-2017 and identified at least 10 major target structures with a cumulative strike length approximately 12km. These structures host epithermal sheeted and stockwork veins and hydrothermal breccias and show classic epithermal vertical zonation. A total of 8,000 has been drilled to date of which just over half has focussed on the T7 Target where a significant Au-Ag- Zn-Pb mineralised body has been discovered. Numerous high-grade drill intercepts include: LDD-035 intercepted down hole 44.85m @ 6.37 g/t AuEq Including 23.30m @ 10.84 g/t AuEq Including 9.70m @ 17.92 g/t AuEq LDD-001 intercepted down hole 25.89m @ 9.82 g/t AuEq Including 18.94m @ 13.28 g/t AuEq Including 8.39m @ 27.43 g/t AuEq LDD-031 intercepted down hole 24.80m @ 1.96 g/t AuEq Including 2.90m @ 12.97g/t AuEq LDD-040 intercepted down hole 20.90m @ 1.96 g/t AuEq Including 7.50m @ 4.19 g/t AuEq Including 3.95m @ 7.29 g/t AuEq LDD-012 intercepted down hole 26.05m @ 1.40 g/t AuEq LDD-032 intercepted down hole 14.80m @ 4.80 g/t AuEq Including 5.80m @ 3.56g/t AuEq Including 6.90m @ 9.45g/t AuEq Including 2.70m @ 23.46g/t AuEq LDD-033 intercepted down hole 8.25m @ 5.99 g/t AuEq Including 2.35m @ 17.91g/t AuEq Los Domos in Detail Drilling to date at the Los Domos T7 Target has defined significant and continuous mineralisation over a strike length of 600m and an average true width of approximately 7m for the main intercepts. Importantly, the higher-grade mineralised interval is contained within a 15-30m wide, true width interval of strongly anomalous precious and base metal rich mineralisation. This indicates the potential for significant magnitude, particularly at depth and along strike of portions of the host structure, which remains untested. Several significantly mineralised, parallel structures were also intersected. The majority of drilling completed at the target, has been in the upper levels of the T7 structure, predominately less than 100m depth below surface, with the deepest intercept to date recorded at approximately 250m below surface. Average weighted grade to date of the main intercepts in all T7 drill holes is 5.3g/t AuEq. See T7 Target long section in Figure 3 and intercept assay detail in Table 2. The T7 target structure hosts a polymetallic multiphase, Intermediate Sulphidation epithermal style of mineralisation with significant values of Au, Ag, Pb, Zn and Cu, and in more recent deeper drill holes, increasing proportions of Zn and Cu. Preliminary interpretations of metal zonation from the more recent results suggest that a Au and Zn rich mineralisation phase is becoming 6 LDD-039 intercepted down hole 40.18m @ 0.90 g/t AuEq Including 16.50m @ 1.32g/t AuEq LDD-029 intercepted down hole 21.51m @ 1.62 g/t AuEq Including 4.55m @ 4.05g/t AuEq increasingly dominate to the northwest, towards an anticlinal hinge zone, and at depth along the T7 target structure in more competent lithologies which are more favourable for hosting wider, high grade mineralisation. Assay results to date have intercepted mineralisation where either Au or Zn (previously Pb) is the dominant metal by value. This, together with recently completed flotation tests, allows assays to be reported in both Au and Zn equivalents so as to more simply demonstrate overall metal values. See T7 Target mineral intensity long section in Figure 4 and intercept assay equivalent detail in Table 2. The T7 target structure is a major west-northwest trending, steeply north east dipping fault structure that has been mapped over an approximate strike length of 1,000m. The T7 target structure remains open along strike in both directions, and particularly at depth down plunge towards north-west. The T7 target structure is one of at least 10 major structures defined throughout the Los Domos project that host a cumulative strike length of mapped epithermal veining of approximately 12km. To date, these structures have returned wide, highly anomalous mineralised intervals from scout drilling (individual intervals of up to 3.46 g/t Au and 318 g/t Ag) which were Equus Mining Limited Review of Operations intersected at relatively higher elevations as compared to those at T7. The understanding of the zonation of high grade mineralisation at T7 will be used to guide future drilling at optimum elevations throughout these structures. This exploration methodology has been successfully executed recently at the Silica Cap prospect of Goldcorp´s Cerro Negro Mine, Argentina. (www. goldcorp.com/English/investors/news-releases/news- release-details/2018/Goldcorp-Provides-Second-Quarter- 2018-Exploration-Update/default.aspx). The broad dimensions of the mineralisation outlined to date at Los Domos is becoming increasingly analogous to a number of other well known, large epithermal deposits such as the La Blanca epithermal vein deposit (Palmarejo project, Mexico). Figure 3. Long section of T7 Target with interpreted true widths and Au equivalent grades 7 2018 Annual Report Review of Operations Figure 4. Long Section Mineral Intensity of T7 Target, Los Domos project – preliminary Au equivalent grade x m distribution Image 1. Drilling action at Los Domos 8 Equus Mining Limited Hole ID 7A 7B 7C LDD-001 incl incl LDD-003 incl and LDD-009 incl incl LDD-010 LDD-011 incl LDD-012 incl incl LDD-028 LDD-029 incl incl LDD-030 incl incl LDD-031 incl incl LDD-032 incl incl LDD-033 incl incl LDD-035 incl. incl. incl. LDD-036 incl LDD-037 incl LDD-038 incl LDD-039 incl incl LDD-040 incl incl LDD-041 incl and From m 0.00 0.00 0.00 30.16 35.20 45.75 130.72 68.00 68.00 73.50 138.75 5.45 20.15 47.50 50.75 50.75 9.00 25.20 29.60 44.25 75.90 85.00 89.90 93.60 104.20 104.20 104.20 116.00 128.90 237.65 324.09 340.45 342.50 23.90 24.90 68.70 68.70 91.55 130.65 89.70 100.00 113.10 113.10 39.10 39.10 42.70 48.50 48.50 50.55 129.90 151.45 151.45 151.45 61.75 66.45 81.55 87.55 57.75 63.55 101.50 111.90 167.65 205.00 225.60 245.00 245.00 30.39 81.00 106.05 120.00 122.00 10.25 79.30 79.30 86.80 175.25 217.60 To m 6.00 7.70 7.00 56.05 54.14 54.14 137.00 76.45 70.20 76.45 140.05 6.85 24.70 54.60 54.60 52.25 9.60 26.30 31.35 49.15 78.80 86.60 97.35 97.35 130.25 110.00 106.90 117.45 130.25 242.50 345.60 345.00 344.40 30.30 27.60 72.15 70.15 94.20 135.50 90.70 124.80 116.00 114.40 53.90 46.00 45.40 56.75 55.90 52.90 174.75 174.75 164.40 161.15 72.50 71.75 92.65 91.65 c 67.30 102.90 113.70 169.60 209.00 265.78 261.50 253.60 33.50 81.86 126.95 127.50 125.95 10.80 95.00 81.75 93.95 178.00 220.30 Intercept True Width m 6.00 6.00 6.00 25.89 18.94 8.39 6.28 8.45 2.20 2.95 1.30 1.40 4.55 7.10 3.85 1.50 0.60 1.10 1.75 4.90 2.90 1.60 7.45 3.75 26.05 5.80 2.70 1.45 1.35 4.85 21.51 4.55 1.90 6.40 2.70 3.45 1.45 2.65 4.85 1.00 24.80 2.90 1.30 14.80 6.90 2.70 8.25 7.40 2.35 44.85 23.30 12.95 9.70 10.75 5.30 11.10 4.10 11.70 3.75 1.40 1.80 1.95 4.00 40.18 16.50 8.60 3.11 0.86 20.90 7.50 3.95 0.55 15.70 2.45 7.15 2.75 2.70 m 6.00 6.00 6.00 25.01 18.29 8.10 6.07 7.94 2.07 2.77 1.22 1.35 4.39 6.86 3.72 1.45 0.52 0.95 1.52 4.24 2.80 1.55 7.20 3.62 25.16 5.60 2.61 1.40 4.24 4.68 15.73 3.22 1.34 4.53 1.91 2.44 1.03 1.87 3.43 0.71 17.54 2.05 0.92 10.47 4.88 1.91 5.83 5.23 1.66 31.71 16.48 9.16 6.86 5.38 2.65 6.37 2.35 6.71 2.15 0.59 0.76 0.82 1.69 16.98 6.97 3.63 2.20 0.61 14.78 5.30 2.79 0.19 5.37 0.84 2.45 0.94 0.92 Table 2. T7 Target Drill Intercepts Review of Operations AuEq(x) g/t 5.56 3.62 3.44 9.82 13.28 27.43 1.05 3.17 10.17 1.26 2.16 2.13 0.78 1.44 1.80 2.97 2.63 1.40 1.35 2.54 1.40 0.86 1.22 1.82 1.40 3.56 6.52 2.61 2.39 0.80 1.62 4.05 6.31 2.77 5.74 1.04 2.03 1.87 1.96 0.89 1.96 12.97 28.42 4.80 9.45 23.46 5.99 6.61 17.91 6.37 10.84 14.96 17.92 2.47 3.95 2.82 6.31 1.99 5.35 0.89 1.11 0.79 1.16 0.90 1.32 1.49 2.00 1.19 1.96 4.19 7.29 4.23 0.68 1.06 1.00 1.46 1.61 ZnEq(x) % 5.44 3.54 3.36 9.60 12.99 26.82 1.17 3.10 9.94 1.23 2.12 2.09 0.76 1.41 1.76 2.90 2.57 1.37 1.32 2.49 1.37 0.84 1.19 1.78 1.37 3.48 6.38 2.55 2.33 0.78 1.59 3.96 6.17 2.72 2.72 1.02 1.98 1.83 1.91 0.87 1.91 12.68 27.79 4.69 9.24 22.94 5.86 6.46 17.52 6.23 10.60 14.63 17.52 2.41 3.86 2.76 6.17 1.94 5.23 0.87 1.08 0.77 1.14 0.88 1.19 1.32 1.96 1.16 1.91 4.10 7.13 4.13 0.66 1.03 0.97 1.43 1.58 Au g/t 2.52 1.18 0.82 0.38 0.48 0.71 0.58 0.32 0.19 0.62 0.62 0.56 0.30 0.49 0.65 0.75 0.26 0.12 0.11 0.11 0.26 0.12 0.11 0.11 0.38 0.09 0.12 1.04 2.14 0.35 0.45 1.85 3.37 0.92 1.96 0.59 1.16 0.85 0.84 0.30 1.64 12.45 27.42 0.26 0.54 1.32 0.25 0.28 0.67 1.00 1.49 2.18 2.58 0.49 0.78 0.63 1.34 0.37 0.96 0.49 0.74 0.25 0.09 0.08 0.12 0.19 0.05 0.73 0.39 0.66 1.14 0.69 0.29 0.22 0.48 0.98 0.20 Ag g/t 123 42 18 87 117 248 9 15 48 6 11 12 4 9 10 13 7 6 12 19 7 6 12 19 8 21 36 12 6 6 14 35 45 22 44 9 18 7 9 2 4 16 32 26 53 132 35 38 104 64 109 157 181 9 14 18 44 23 66 5 4 11 23 9 14 14 6 11 13 32 56 45 4 5 7 8 39 Pb % 1.32 2.21 1.40 7.10 9.65 20.72 0.36 1.18 4.37 0.12 0.26 1.20 0.23 0.45 0.64 1.31 0.58 0.38 0.68 1.17 0.58 0.38 0.68 1.17 0.19 0.54 0.82 0.17 0.07 0.20 0.39 0.72 0.81 0.32 0.69 0.20 0.42 0.09 0.33 0.06 0.06 0.02 0.04 2.23 4.62 11.42 1.31 1.44 3.85 1.38 2.41 3.49 4.15 0.47 0.69 1.42 3.63 0.31 0.80 0.05 0.18 0.02 0.06 0.17 0.18 0.14 1.28 0.08 0.37 0.86 1.58 0.51 0.12 0.10 0.21 0.02 0.01 Zn % 0.08 0.11 1.26 2.68 3.62 7.07 0.19 1.68 5.82 0.44 1.14 0.47 0.24 0.47 0.50 1.01 0.58 0.35 0.39 0.51 0.58 0.35 0.39 0.51 0.74 2.67 5.10 1.22 0.10 0.15 0.48 0.54 0.70 0.68 1.39 0.12 0.19 0.70 0.61 0.50 0.15 0.11 0.21 2.29 4.30 10.71 3.92 4.33 11.87 2.90 5.22 6.95 8.48 1.37 2.25 0.67 1.13 0.58 1.49 0.22 0.10 0.03 0.06 0.37 0.55 0.65 0.87 0.14 0.98 2.18 3.74 2.34 0.16 0.58 0.13 0.04 0.03 Cu % s e d a r g u C t n a c i f i n g i s o N 0.03 0.11 0.35 0.57 0.35 0.72 0.03 0.05 0.08 0.06 0.00 0.03 0.09 0.15 0.07 0.13 0.32 0.13 0.14 0.35 0.21 0.30 0.34 0.41 0.05 0.08 0.10 0.24 0.27 0.76 0.04 0.04 0.21 0.38 0.11 0.17 0.19 0.02 0.04 0.86 0.71 0.61 0.03 0.04 0.06 0.07 0.19 0.48 9 2018 Annual Report Review of Operations Figure 5. Plan map showing multiple epithermal vein structures at Los Domos 10 Equus Mining Limited Review of Operations Cerro Diablo Cu-Au-Ag-Zn-Pb Project The Cerro Diablo project was secured via strategic open ground staking of a 4,554-hectare area hosting zones of extensive hydrothermal alteration during late 2017. Mapping and sampling has discovered significant widespread high-grade mineralisation at the Cerro Diablo precious and base metal project. See Figures 6 & 7 and Table 3. Mineralisation at Cerro Diablo is interpreted to be of a largely structurally controlled intermediate sulphidation epithermal precious and base metal style. The project area features extensive hydrothermal argillic alteration and hosts outcropping precious–base metal veins within Jurassic aged felsic domes and volcanics (See Images 2, 3 & 4). The project is interpreted to be located within a NNW trending structural corridor featuring dextral strike slip faulting which has resulted in preferentially orientated NNE dilational structures hosting precious and base metal mineralisation. Cerro Diablo has not received any modern-day exploration despite numerous, metallic mineral occurrences having been recorded historically. Individual veins up to 10m wide have been mapped over +300m strike extensions. Recent sampling and mapping has focussed on an area with dimensions 2,000m x 1,000m where widespread outcropping primary high grade mineralisation has never been exploited. There are two small historic mines, namely Mina Alón and Mina Las Cáscaras, located within the southern area of the Cerro Diablo project. Access to the Cerro Diablo project is via 10km of established roads and tracks from the township of Puerto Ibanez located on the north shore of Lake General Carrera across which mine concentrates were historically transported from the Cerro Bayo Mine to the export port facilities at Puerto Aysen. Field work including detailed mapping and rock chip sampling is continuing in preparation for 1st phase drill testing in Q3/2018. Image 2 & 3. Outcropping high grade copper mineralisation and high-grade silver- lead mineralisation Image 4. Extensive hydrothermal argillic/FeOx alteration at Mineralised Zone 6, Cerro Diablo 11 2018 Annual Report Review of Operations Figure 6. Cerro Diablo project mineralised zones 12 Equus Mining Limited Review of Operations Mineralised Zone 1 Mineralised Zone 4 Sample Number D00071 D00024 D00082 D10114 D10119 D00072 D00074 D10123 D00070 D10043 Sample Number D10041 D10088 D10087 D00084 D10100 D00083 D10042 D10040 D00085 D10004 Sample Number D10049 D00026 D10048 D10039 D10050 D10035 D10038 D00030 D10046 D10036 Au ppm Ag ppm Cu % Pb % Zn % 5.40 3.93 2.51 0.01 2.16 0.07 0.09 0.67 0.36 0.00 6.2 12.2 1.6 10.4 1.9 14.6 32.7 2.6 4.1 3.0 0.00 0.00 0.00 1.33 0.00 0.05 0.17 0.01 0.02 0.02 0.06 0.02 0.02 0.09 0.03 1.97 0.20 0.22 0.35 0.27 0.00 0.01 0.00 0.01 0.00 0.29 0.02 0.00 0.01 0.23 Mineralised Zone 2 Au ppm Ag ppm Cu % Pb % Zn % 0.01 100.0 0.01 112.0 0.03 0.07 54.7 84.8 0.05 136.0 0.14 0.00 0.01 0.01 0.01 86.7 38.6 10.8 5.3 9.2 1.12 0.35 0.33 0.78 0.96 2.02 0.03 0.19 0.09 0.06 20.79 35.01 7.00 5.66 5.46 3.58 2.23 1.10 0.19 0.12 19.01 7.95 9.74 7.21 3.98 1.67 0.64 1.10 0.08 0.01 Mineralised Zone 3 Au ppm Ag ppm Cu % Pb % Zn % 0.53 0.03 1.76 0.12 1.73 0.04 0.07 0.07 0.01 0.04 11.7 34.1 33.7 7.1 13.7 5.0 5.2 25.9 26.4 2.5 6.79 0.64 2.20 2.37 1.10 1.70 0.97 0.70 0.20 0.40 0.01 8.18 0.24 0.01 0.01 0.01 0.04 0.00 0.01 0.02 2.31 0.07 0.01 0.01 0.01 0.02 0.02 0.01 Sample Number D10102 D10103 D10138 D10093 D10020 D10023 D00093 D10146 D10134 D10017 Sample Number D10143 D10148 D00089 D10030 D10027 D10012 D00063 D10014 D10142 D00068 Sample Number D10151 D00060 D00061 D10156 D10155 D10150 D00062 D00066 D10006 Au ppm Ag ppm Cu % Pb % Zn % 0.26 0.15 1.47 1.35 0.00 0.21 0.19 0.01 0.13 0.03 30.8 24.6 31.1 0.2 8.3 0.4 1.5 0.7 0.5 1.6 20.06 16.20 2.69 0.00 0.00 0.06 0.01 0.07 0.02 0.05 0.17 0.11 0.06 0.00 0.36 0.01 0.00 0.00 0.00 0.01 0.38 0.18 0.00 0.01 0.01 0.03 0.00 0.01 0.00 0.01 Mineralised Zone 5 Au ppm Ag ppm Cu % Pb % Zn % 0.01 0.12 0.02 0.03 0.05 0.02 0.02 0.00 0.01 0.02 5.2 25.5 4.3 11.6 17.1 2.8 4.0 0.3 1.1 3.0 0.32 0.00 0.01 0.01 0.04 0.03 0.01 0.00 0.06 0.00 0.01 0.08 0.52 0.19 0.02 0.02 0.07 0.01 0.01 0.06 0.00 0.02 0.20 0.17 0.02 0.02 0.01 0.13 0.00 0.01 Mineralised Zone 6 Au ppm Ag ppm Cu % Pb % Zn % 0.02 4.91 1.36 1.14 0.97 0.38 0.10 0.11 0.07 9.2 3.8 2.7 2.2 0.5 4.0 2.4 3.3 6.9 0.05 0.01 0.00 0.01 0.00 0.01 0.01 0.01 0.02 1.45 0.06 0.01 0.07 0.01 0.10 0.25 0.14 0.10 8.47 0.00 0.00 0.00 0.00 0.01 0.00 0.02 0.01 0.00 0.00 D00058 0.13 1.8 0.01 0.01 0.00 Table 3. Cerro Diablo surface rock chip sample results – precious-base metal values from key mineralised zones 13 2018 Annual Report Review of Operations Figure 7. Cerro Diablo project 14 Equus Mining Limited Review of Operations Mina Rica Thermal Coal Project No Material Changes Equus Mining has continued to maintain a presence in the Magallanes coal basin, both through existing exploration licences and making new exploration licence applications. Equus Mining is assessing its options in progressing its thermal coal assets. While this assessment takes place the Group has impaired the carrying value of its exploration asset relating to the Carbones del Sur project. 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. The information in this report that relates to Exploration Results for the Cerro Diablo precious and base metal project is based on information compiled by Jason Beckton. Mr Beckton is a geological consultant to the Company. Mr Beckton 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 Beckton has a beneficial interest as shareholder of Equus Mining Limited and consents to the inclusion in this report of the matters based on his information in the form and context in which it appears. 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. (vi)Metallurgical recoveries for Intermediate Sulphidation epithermal mineralisation are based on initial metallurgical tests as outlined in a report titled Initial Metallurgical Tests Show Potential for High Recoveries and Grades of Silver, Lead and Zinc in Concentrates (see ASX release dated 7 August 2017). 15 2018 Annual Report Review of Operations (vii) All the material assumptions underpinning exploration results for sample numbers LDD0051 to LDD00572 are outlined in Table 1 in the report titled First Phase Drilling Confirms Potential For Large Scale Intermediate Sulphidation Mineralised System At Los Domos Precious And Base Metal Project (see ASX release dated 10 October 2017) continue to apply and have not materially changed. (viii) All the material assumptions underpinning exploration results for sample numbers LDD0620 to LDD00789 are outlined in Table 1 in the report titled 400M Mineralised Structure Defined at T7 Target and Commencement of 7,500M Phase 2 Drill Programme at Los Domos Project (see ASX release dated 20 November 2017) continue to apply and have not materially changed. (ix) All the material assumptions underpinning exploration results for sample numbers LDD0791 to LDD01251 are outlined in Table 1 in the report titled Significant Drill Defined Extensions of Ag, Pb, Zn, Au Mineralisation at T7 Target, Los Domos Project (see ASX release dated 16 April 2018) continue to apply and have not materially changed. (x) Gold and Zinc Equivalent Calculation Formulae & Assumptions – Intermediate Sulphidation Epithermal AuE q ( g /t) =Au( g /t) + Pb(%) x +Ag( g /t) x +Zn(%) x +Cu(%) x Price per 1 Pb(%) x Pb Recovery(%) Price per 1 Au(g/t) x Au Recovery(%) Price per 1 Ag(g) x Ag Recovery(%) Price per 1 Au(g/t) x Au Recovery(%) Price per 1 Zn(%) x Zn Recovery(%) Price per 1 Au(g/t) x Au Recovery(%) Price per 1 Cu(%) x Cu Recovery(%) Price per 1 Au(g/t) x Au Recovery(%) ZnEq(%) = Zn(%) + Au( g/t) x +Ag( g/t) x +Pb(%) x +Cu(%) x Price per 1 Au(%) x Pb Recovery(%) Price per 1 Zn(g/t) x Zn Recovery(%) Price per 1 Ag(g) x Ag Recovery(%) Price per 1 Zn(g/t) x Zn Recovery(%) Price per 1 Pb(%) x Pb Recovery(%) Price per 1 Zn(g/t) x Zn Recovery(%) Price per 1 Cu(%) x Cu Recovery(%) Price per 1 Zn(g/t) x Zn Recovery(%) Price * Recovery Metal Gold Silver Lead Zinc US$1200 per ounce US$18 per ounce US$2700 per tonne US$3700 per tonne Copper US$6300 per tonne 93.2% 99.6% 99.7% 99.4% 90.0% Recovery weighted 1 Au g/t : 1 Ag g/t price ratio = 1 : 62.4 Recovery weighted 1 Au g/t : 1 Pb% price ratio = 1 : 1.34 Recovery weighted 1 Au g/t : 1 Zn% price ratio = 1 : 0.98 Recovery weighted 1 Au g/t : 1 Cu% price ratio = 1 : 0.63 Recovery weighted 1 Zn% : 1 Ag g/t price ratio = 1 : 63.8 Recovery weighted 1 Zn% : 1 Au g/t price ratio = 1 : 1.02 Recovery weighted 1 Zn% : 1 Pb% price ratio = 1 : 1.37 Recovery weighted 1 Zn% : 1 Cu% price ratio = 1 : 0.65 *Metal prices are of July 2018 16 Metallurgical recoveries Au, Ag, Pb and Zn are based on initial metallurgical tests as outlined in a report titled Initial Metallurgical Tests Show Potential for High Recoveries and Grades of Silver, Lead and Zinc in Concentrates (see ASX release dated 7 August 2017). Quantitative evaluation of minerals by scanning electron microscopy has determined that Cu is contained within chalcopyrite which is readable recovered by standard floatation techniques and a relative lower 90% recovery factor has been assumed. It is EQE’s opinion that all the elements included in the metal equivalents calculation have a reasonable potential to be recovered and sold. Drilling intercepts across the T7 Target structure shows differing dominant metal bearing zones. The varying distribution of the different dominant metals is interpreted to be both a function of the differing vertical depth within the epithermal system and differing time phases of mineralisation emplacement. As such, management have opted to report results on both an Au and Zn equivalent basis as those two metals are currently the most dominant at the T7 target in accordance with JORC reporting standards. If subsequent drilling intersects mineralization whereby a new dominant metal emerges for a target, equivalent metal reporting will change to reflect that new dominant metal. Equus Mining Limited Review of Operations Directors’ Report (xi) www.mandalayresources.com CORPORATE GOVERNANCE STATEMENT (xii) All the material assumptions underpinning exploration results for sample numbers LDD01447 to LDD01585 and LDD01630 to LDD01687 are outlined in Table 1 in the report titled Significant Drill Results from T7 Target, Los Domos Project (see ASX release dated 10 May 2018) continue to apply and have not materially changed. (xiii) All the material assumptions underpinning exploration results for sample numbers LDD01586 to LDD1629, LDD1699 to LDD1751 and LDD1769 to LDD1830 are outlined in Table 1 in the report titled Further High-Grade Drill Results from T7 Target, Los Domos Project (see ASX release dated 5 June 2018) continue to apply and have not materially changed. (xiv) All the material assumptions underpinning exploration results for sample numbers LDD01831 to LDD1869 and LDD1930 to LDD2337 are outlined in Table 1 in the report titled Latest Drill Results Extend Defined Mineralisation at Los Domos (see ASX release dated 6 August 2018) continue to apply and have not materially changed. (xv) All the material assumptions underpinning exploration results for historical samples D00001 – D00157 as outlined in Table 1 and Appendix 1 in the report titled Newly Acquired Cerro Diablo Project Augments Equus Mining’s Strategy at Los Domos (see ASX release dated 19 February 2018) continue to apply and have not materially changed. (xvi) All the material assumptions underpinning exploration results for historical samples D10001 – D10085 as outlined in Table 1 and Appendix 1 in the report titled Widespread Mineralisation Confirmed At Newly Acquired Cerro Diablo Project (see ASX release dated 18 April 2018) continue to apply and have not materially changed. (xvii) All the material assumptions underpinning exploration results for historical samples D10087 – D10156 as outlined in Table 1 and Appendix 1 in the report titled Further Widespread High-Grade Mineralisation Discovered at Cerro Diablo Project (see ASX release dated 18 June 2018) continue to apply and have not materially changed. Yours sincerely Ted Leschke Managing Director Dated this 24th day of September 2018 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 2018 corporate governance statement is dated 24 September 2018 and reflects the corporate governance practices throughout the 2018 financial year. The board approved the 2018 corporate governance on 11 September 2018. 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/. 17 2018 Annual Report Director’s 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 2018 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 23 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 Non Executive Director of recently listed Nickel Mines Limited and 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. He was 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). He has not served as a director of any other listed company during the past three years. 18 Equus Mining Limited Directors’ Report Director’s Report Robert Ainslie Yeates, Non-Executive Director Director since 20 July 2015 DIRECTORS’ MEETINGS 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 and in 2018 became a director of Montem Resources Limited. 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. 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. 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 Enquiry Board Meetings Held Attended 1 1 1 1 1 1 1 1 DIRECTORS’ INTERESTS Directors’ beneficial shareholdings at the date of this report are: Director Mark H. Lochtenberg Edward J. Leschke Juerg M. Walker Robert A. Yeates OPTION HOLDINGS Fully Paid Ordinary Shares 31,360,781 Options over ordinary shares - 34,768,889 8,297,861 2,590,909 - - - 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 At the date of this report, the Company does not have options on issue over ordinary shares (2017: 8,718,273 options) 19 2018 Annual Report 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 2018 is outlined below. EQUUS MINING LIMITED – GROUP STRUCTURE AT 30 JUNE 2018 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. 20 Equus Mining Limited PRINCIPAL ACTIVITIES The principal activity of the Group during the course of the financial year was the drilling program at the Company’s Los Domos gold-silver project located in Chile’s XI region and earned the rights to 51% interest in the project. The Company expects to complete the formal transfer of the exploration licences for the Los Domos project to the Group under the terms of the farm-in agreement during the year ending 30 June 2019. During the second half of the year, the Company was granted the prospective exploration project over the Cerro Diablo project over an area of 4,554 hectares. FINANCIAL RESULTS The consolidated loss after income tax attributable to members of the Company for the year was $1,997,302 (2017: $899,548 loss). REVIEW OF OPERATIONS A review of the Group’s operations for the year ended 30 June 2018 is set out on pages 2 to 17 of this Annual Report. DIVIDENDS The Directors do not recommend the payment of a dividend in respect of the financial year ended 30 June 2018. No dividends have been paid or declared during the financial year (2017 - $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 2018 were as follows: • • The Group completed a systematic surface sampling and 2,091 metres drilling program and earned the rights to 51% interest in Los Domos Gold-Silver project located in Chile’s XI region, adjacent to the Cerro Bayo gold-silver mine. Equus applied and was granted exploration licences over the prospective Cerro Diablo precious and base metal project over an area of 4,554 hectares and the project is located in Chile’s XI region nearby the Company’s Los Domos project. • On 20 September 2017, the Company issued 6,974,618 new ordinary shares by the exercise of 6,974,618 unlisted options at an exercise price of $0.02 per option raising $139,492 before costs. Directors’ Report • On 27 October 2017, the Company issued 64,549,828 new ordinary shares under a placement at an issue price of $0.037 per share for a total consideration of $2,388,344 before costs. • On 15 November 2017, the Company issued 7,054,054 new ordinary shares under a placement at an issue price of $0.037 per share for a total consideration of $261,000 before costs. • On 15 December 2017, the Company issued 4,554,054 new ordinary shares under a placement at an issue price of $0.037 per share for a total consideration of $168,500 before costs. • On 18 December 2017, the Company issued 1,743,655 new ordinary shares by the exercise of 1,743,655 unlisted options at an exercise price of $0.02 per option raising $34,873 before costs. • On 18 April 2018, the Company issued 1,281,727 new ordinary shares by the exercise of 1,281,727 unlisted options at an exercise price of $0.02 per option raising $25,634 before costs. 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. EVENTS SUBSEQUENT TO BALANCE DATE 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. 21 2018 Annual Report Directors’ Report LIKELY DEVELOPMENTS Equus considers growth as a vital strategy for the Company taking into consideration its existing operations in southern Chile. The addition of Cerro Diablo precious and base metal project during 2018 augments the potential synergies with the Company’s Los Domos gold-silver project adding substantial value to the Company in addition to the coal exploration licences in the Magellan Basin. During the course of 2019 financial year, the Company will focus on its drilling program at Los Domos, fieldwork at Cerro Diablo 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 and Cerro Diablo, which they will make public in accordance with ASX listing rules once the information is received. REMUNERATION REPORT - Audited Principals of compensation - Audited 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. 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 2018, 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 2018, or in the prior year. 22 Equus Mining Limited 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. 2018 $ 2017 $ 2016 $ 2015 $ 2014 $ Net loss attributable to equity holders of the parent 1,997,302 899,548 3,573,850 1,048,648 9,856,444 Dividends paid Change in share price - - - 0.02 - (0.01) - 0.01 - (0.02) 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: Primary Salary / Fees $ Superannuation $ Share Based Payments Options $ Other Long Term $ Executive Directors Edward Leschke Non-Executive Directors Robert Yeates Juerg Walker Mark Lochtenberg Total all directors Year 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 157,437 150,000 30,000 30,000 30,000 30,000 30,000 30,000 247,437 240,000 14,250 14,250 - - - - 2,850 2,850 17,100 17,100 - - - - - - - - - - Total $ 173,989 164,250 30,000 30,000 30,000 30,000 32,850 32,850 (1)2,302 - - - - - - - 2,302 - 266,839 257,100 (1) Represents amounts accrued for long service leave entitlements. 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. 23 2018 Annual Report Directors’ Report REMUNERATION REPORT – Audited (Con’t) Executive Directors During the financial year ended 30 June 2018, 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 2018, 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 2018 and 2017 financial years. Exercise of options granted as compensation There were no shares issued to Directors on the exercise of options previously granted as compensation during the 2018 and 2017 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 2018 and 2017 financial years and no amounts were outstanding at 30 June 2018 (2017 - $nil). Other transactions with key management personnel There were no other transactions with key management personnel or their related parties during 2018. At 30 June 2018, the amount outstanding for salaries, superannuation and directors fees was Nil (2017: $ Nil). 24 Equus Mining Limited 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 - 2018 Key management personnel Mark H. Lochtenberg Edward J. Leschke Juerg M. Walker Robert A. Yeates End of remuneration report. NON-AUDIT SERVICES Held at 1 July 2017 27,306,727 34,368,889 8,297,861 2,090,909 Purchases 4,054,054 400,000 - 500,000 Sales - - - - Held at 30 June 2018 31,360,781 34,768,889 8,297,861 2,590,909 During the year ended 30 June 2018 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 2018 $ 2017 $ - - Audit and review of financial statements 77,700 80,100 77,700 80,100 AUDITOR’S INDEPENDENCE DECLARATION The lead auditor’s independence declaration is set out on page 26 and forms part of the Directors’ Report for the financial year ended 30 June 2018. Signed at Sydney this 24th day of September 2018 in accordance with a resolution of the Board of Directors: Mark H. Lochtenberg Chairman Edward J. Leschke Managing Director 25 2018 Annual Report Lead Auditor’s Independence Declaration Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To the Directors of Equus Mining Limited I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 30 June 2018 there have been: i. ii. no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and no contraventions of any applicable code of professional conduct in relation to the audit. KPMG Jason Adams Partner Brisbane 24 September 2018 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. Liability limited by a scheme approved under Profession Standards Legislation. 26 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG Liability limited by a scheme approved under 27 Equus Mining Limited Consolidated Statement of Profit or Loss and Directors’ Report Other Comprehensive Income For the Year Ended 30 June 2018 CONTINUING OPERATIONS Other income Expenses Employee, directors and consultants costs Impairment exploration expenditure Travel expenses Other expenses Results from operating activities Finance income Finance costs Net finance income/(expense) Profit/(loss) before tax Tax benefit/(expense) 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 transferred to profit or loss on disposal of available-for-sale financial assets 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 2018 $ 2017 $ 4 52,230 - (446,839) (437,100) 11 (1,454,070) (165,878) 4 5 5 6 14 14 14 (40,572) (8,319) (341,138) (327,486) (2,230,389) (938,783) 335,511 (102,424) 233,087 39,607 (372) 39,235 (1,997,302) (899,548) - - (1,997,302) (899,548) 262,660 30,906 (66,746) 410,741 (239,240) (34,748) (54,326) 309,247 (1,942,976) (590,301) (1,997,302) (899,548) - - (1,997,302) (899,548) (1,942,976) (590,301) - - (1,942,976) (590,301) Basic and diluted loss per share attributable to ordinary equity holders (dollars) 15 (0.003) (0.002) The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes. 27 Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To the Directors of Equus Mining Limited I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 30 June 2018 there have been: i. no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and ii. no contraventions of any applicable code of professional conduct in relation to the audit. KPMG Jason Adams Partner Brisbane 24 September 2018 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG Liability limited by a scheme approved under 27 2018 Annual Report Consolidated Statement of Financial Position Directors’ Report As at 30 June 2018 Current Assets Cash and cash equivalents Receivables Other Total Current Assets Non-Current Assets Available-for-sale financial assets Exploration and evaluation expenditure Other 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 Notes 2018 $ 2017 $ 7 8 9 10 11 9 12 13 14 14 658,568 1,120,683 19,095 - 36,255 1,369 677,663 1,158,307 305,660 403,093 3,689,281 1,897,038 - 84,978 3,994,941 2,385,109 4,672,604 3,543,416 585,236 585,236 585,236 367,029 367,029 367,029 4,087,368 3,176,387 113,833,684 110,921,315 167,659 434,405 (269,665) (532,325) (109,644,310) (107,647,008) 4,087,368 3,176,387 The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes. 28 Equus Mining Limited Consolidated Statement of Changes in Equity Directors’ Report For the Year Ended 30 June 2018 Share Capital $ Accumulated Losses $ Other Reserves $ Foreign Currency Translation Reserves $ Total Equity $ Balance at 1 July 2016 108,545,219 (106,747,460) (899,548) - - (465,579) 1,332,180 - (899,548) Profit/(Loss) for the year Total other comprehensive income / (loss) Total comprehensive profit/(loss) for the year Transactions with owners recorded directly in equity - - - - 375,993 (66,746) 309,247 (899,548) 375,993 (66,746) (590,301) Ordinary shares issued 2,600,000 Transaction costs on issue of shares (223,904) Share options - - - - - - 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 Balance at 1 July 2017 110,921,315 (107,647,008) 434,405 (532,325) 3,176,387 Profit/(Loss) for the year Total other comprehensive income / (loss) Total comprehensive profit/(loss) for the year Transactions with owners recorded directly in equity - - - (1,997,302) - - (1,997,302) - (208,334) 262,660 54,326 (1,997,302) (208,334) 262,660 (1,942,976) Ordinary shares issued 2,957,336 Transaction costs on issue of shares (176,703) Exercise of options 131,736 - - - - - (58,412) - - - 2,957,336 (176,703) 73,324 Balance at 30 June 2018 113,833,684 (109,644,310) 167,659 (269,665) 4,087,368 The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes. 29 2018 Annual Report Consolidated Statement of Cash Flows Directors’ Report For the Year Ended 30 June 2018 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 Notes 2018 $ 2017 $ - (895,347) (895,347) 18,060 - (949,226) (949,226) 4,487 Net cash used in operating activities 16 (877,287) (944,739) 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 (2,704,387) (481,410) - 252,382 75,530 17,667 (2,452,005) (388,213) 3,017,844 2,450,000 (163,887) (117,492) 2,853,957 2,332,508 (475,335) 1,120,683 13,220 999,556 119,261 1,866 Cash and cash equivalents at 30 June 16 658,568 1,120,683 The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes. 30 Equus Mining Limited Notes to the Consolidated Financial Statements Directors’ Report For the Year Ended 30 June 2018 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 2018 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 24 September 2018. (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 $2,841,140 (net of associated costs) through the issue of ordinary shares via placements and exercise of options. The Group recorded a loss attributable to equity holders of the Company of $1,997,302 for the year ended 30 June 2018 and has accumulated losses of $109,644,310 as at 30 June 2018. The Group has cash on hand of $658,568 at 30 June 2018 and used $3,581,674 of cash in operations, including payments for exploration and evaluation, for the year ended 30 June 2018. 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/or 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 and/or reduce 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. 31 2018 Annual Report Notes to the Consolidated Financial Statements Directors’ Report For the Year Ended 30 June 2018 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 - Unrecognised deferred tax assets; 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. 32 Equus Mining Limited Notes to the Consolidated Financial Statements Directors’ Report For the Year Ended 30 June 2018 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) 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. 33 2018 Annual Report Notes to the Consolidated Financial Statements Directors’ Report For the Year Ended 30 June 2018 3. SIGNIFICANT ACCOUNTING POLICIES (Cont.) (d) Financial instruments (Cont.) 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. (e) 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. (f) 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. (g) 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. 34 Equus Mining Limited Notes to the Consolidated Financial Statements Directors’ Report For the Year Ended 30 June 2018 3. SIGNIFICANT ACCOUNTING POLICIES (Cont.) (g) Impairment (Cont.) 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. 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. (h) Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months or less. (i) 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. 35 2018 Annual Report Notes to the Consolidated Financial Statements Directors’ Report For the Year Ended 30 June 2018 3. SIGNIFICANT ACCOUNTING POLICIES (Cont.) (i) Income tax (Cont.) 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. 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. (j) 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. (k) 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. 36 Equus Mining Limited Notes to the Consolidated Financial Statements Directors’ Report For the Year Ended 30 June 2018 3. SIGNIFICANT ACCOUNTING POLICIES (Cont.) (k) Foreign operations (Cont.) 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. (l) 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. (m) 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. (n) 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. 37 2018 Annual Report Notes to the Consolidated Financial Statements Directors’ Report For the Year Ended 30 June 2018 3. SIGNIFICANT ACCOUNTING POLICIES (Cont.) (o) 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. (p) 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. (q) 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. 38 Equus Mining Limited Notes to the Consolidated Financial Statements Directors’ Report For the Year Ended 30 June 2018 3. SIGNIFICANT ACCOUNTING POLICIES (Cont.) (r) 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 2017, 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 Group’s annual reporting period beginning 1 July 2018. The Group has performed an assessment of the effect these changes will have on the Group’s financial statements on initial adoption on 1 July 2018. Based on this assessment, the Group does not believe that the new classification requirements will have a material impact on the accounting for its cash, receivables and payables. At 30 June 2018, the Group had equity investments classified as available-for-sale with a fair value of $305,660 that are not held for trading. Under AASB 9, the Group has designated these investments as measured at fair value through other comprehensive income (OCI). Consequently, all fair value gains and losses will be reported in OCI, no impairment losses will be recognised in profit or loss and no gains or losses will be reclassified to profit or loss on disposal. Changes in accounting policies resulting from the adoption of IFRS 9 will generally be applied retrospectively, except that the Group expects it will take advantage of the exemption allowing it not to restate comparative information for prior periods with respect to classification and measurement changes. 39 2018 Annual Report Notes to the Consolidated Financial Statements Directors’ Report For the Year Ended 30 June 2018 4. LOSS FROM OPERATING ACTIVITIES Other income Recognised in profit or loss Gain on disposal of subsidiary (refer note 24) Other expenses Administration costs Audit and review services – KPMG Accounting and secretarial fees Legal fees Commissions Insurance ASIC and ASX fees Share registry fees Other expenses 5. FINANCE INCOME AND FINANCE COSTS Recognised in profit and loss Interest income on cash deposits Profit on sale of financial assets Gain on settlement of other financial asset Foreign exchange gain on available for sale investments Foreign exchange gain / (loss) Impairment of available-for-sale investments reclassified to profit or loss Net finance income/(costs) recognised in profit or loss 2018 $ 2017 $ 52,230 52,230 53,146 77,700 44,610 37,244 10,691 13,915 34,779 17,463 51,590 - - 44,996 80,100 35,771 60,711 186 11,300 19,904 18,291 56,227 341,138 327,486 18,060 239,217 56,895 8,119 13,220 335,511 (102,424) 233,087 4,487 35,120 - - (372) 39,235 - 39,235 Recognised in other comprehensive income Net change in fair value of available-for-sale financial assets 30,906 410,741 Net change in fair value transferred to profit or loss on disposal of available-for-sale financial assets Finance cost recognised in other comprehensive income, net of tax (239,240) (208,334) (34,748) 375,993 40 Equus Mining Limited Notes to the Consolidated Financial Statements Directors’ Report 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% Decrease in income tax benefit due to: - non-deductible expenses - effect of deferred tax asset (DTA) for capital losses not brought to account - effect of DTA for tax losses not brought to account - effect of DTA for temporary differences 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% For the Year Ended 30 June 2018 2018 $ 2017 $ (237,136) (205,668) - - 237,136 205,668 - - 1,997,302 899,548 (549,258) (247,376) 478,563 206,060 237,136 (372,501) - 66,934 - 196,113 (15,671) - 6,394,158 6,188,097 3,430,383 3,193,247 68,739 331,582 9,893,280 9,712,926 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 2018 $ 278,934 379,634 658,568 2017 $ 80,462 1,040,221 1,120,683 19,095 36,255 - - - 1,369 84,978 86,347 41 2018 Annual Report Notes to the Consolidated Financial Statements Directors’ Report For the Year Ended 30 June 2018 10. INVESTMENTS Opening balance Additions Disposal Revaluation Impairment Foreign currency translation movement Equity securities - available-for-sale at fair value 2018 $ 2017 $ 403,093 218,348 (252,382) 30,906 (102,424) 8,119 305,660 27,976 - (34,748) 410,741 - (876) 403,093 At 30 June 2018 the Group holds 1,396,300 shares (2017: 1,722,550) in Blox Inc., a US over the counter traded company at which had a closing share price of US$0.1621 at 30 June 2018 (2017: US$0.018). 11. EXPLORATION AND EVALUATION EXPENDITURE Carbones del Sur Los Domos gold-silver Cerro Diablo 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 Cerro Diablo gold-silver Carrying amount at the beginning of the year Additions Foreign currency translation movement Net book value Balance carried forward 2018 $ 2017 $ - 1,395,431 3,650,684 501,607 38,597 - 3,689,281 1,897,038 1,395,431 1,534,227 3,883 61,596 (1,454,070) (165,878) 54,756 (34,514) - 1,395,431 501,607 3,121,704 27,373 3,650,684 - 38,593 4 38,597 - 523,398 (21,791) 501,607 - - - - 3,689,281 1,897,038 During the year, the Group has recognised $1,454,070 impairment in relation to the Thermal Coal project, Carbones del Sur because the criteria outlined in note 3(c) to carry forward the expenditure as an exploration asset were no longer satisfied. During the year, the Company completed the drilling program at Los Domos gold-silver project and earned the rights to 51% interest in the project. The Company expects to complete the formal transfer of the exploration licences for the Los Domos project to the Group under the terms of the farm-in agreement during the year ending 30 June 2019. 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. 42 Equus Mining Limited Notes to the Consolidated Financial Statements Directors’ Report 12. TRADE AND OTHER PAYABLES Current liabilities Trade creditors and accruals Employee leave entitlements 13. ISSUED CAPITAL For the Year Ended 30 June 2018 2018 $ 2017 $ 575,496 9,740 585,236 367,029 - 367,029 754,364,363 (2016: 668,206,427) fully paid ordinary shares 113,833,684 110,921,315 2018 2017 Nº $ Nº $ (a) Fully paid ordinary shares Balance at beginning of financial year 668,206,427 110,921,315 434,873,094 108,545,219 Issued ordinary shares 4 November 2016 for $0.010 Issued ordinary shares 27 March 2017 for $0.012 Issued ordinary shares 3 May 2017 for $0.012 Less cost of issue - - - - - - - - Issued ordinary shares 20 September 2017 for $0.020 6,974,618 139,492 Issued ordinary shares 27 October 2017 for $0.037 64,549,828 2,388,344 Issued ordinary shares 15 November 2017 for $0.037 Issued ordinary shares 15 December 2017 for $0.037 Issued ordinary shares 18 December 2017 for $0.020 Issued ordinary shares 1 May 2018 for $0.020 Transfer from other reserves on exercise of options (b) Less cost of issue 7,054,054 4,554,054 1,743,655 1,281,727 - - 261,000 168,500 34,873 25,634 71,229 (176,703) 100,000,000 1,000,000 43,487,309 521,848 89,846,024 1,078,152 - - - - - - - - - (223,904) - - - - - - - - 754,364,363 113,833,684 668,206,427 110,921,315 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 2018 the 8,718,273 options granted on 4 November 2016 were exercised and the grant date fair value of the options totalling $58,412 was transferred from the equity based compensation reserve to share capital. On 18 April 2018, the Company issued the remaining 1,281,727 unlisted options as part consideration for the capital raising completed on 4 November 2016. The options vested immediately and expired 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 18 April 2018 was $12,817 and the Black-Scholes formula model inputs applied were the Company’s share price of $0.03 at the grant date, a volatility factor of 92.62% based on historic share price performance, a risk free rate of 2.12% based on government bonds, and a dividend yield of 0% The options granted on 18 April 2018 were exercised on 1 May 2018 and the grant date fair value of the options totalling $12,817 was transferred from the equity based compensation reserve to share capital. No options remaining on issue at 30 June 2018 (30 June 2017: 8,718,273). 43 2018 Annual Report Notes to the Consolidated Financial Statements Directors’ Report For the Year Ended 30 June 2018 14. 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 Share base payment - vested share options Exercised options Balance at end of period Movements during the period: (b) Fair value reserve Balance at beginning of period Net change in fair value of available-for-sale financial assets Fair value movement transferred to profit or loss on disposal Balance at end of period (c) Foreign currency translation reserves Balance at beginning of period 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: 2018 $ 2017 $ - 167,659 (269,665) (102,006) 58,412 375,993 (532,325) (97,920) 58,412 12,817 (71,229) - 58,412 - - 58,412 375,993 30,906 (239,240) 167,659 - 375,993 - 375,993 (532,325) (465,579) 215,782 46,878 - (66,746) (269,665) (532,325) 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. 44 Equus Mining Limited Notes to the Consolidated Financial Statements Directors’ Report For the Year Ended 30 June 2018 2018 $ 2017 $ 15. LOSS PER SHARE Basic and diluted loss per share has been calculated using: Net loss for the year attributable to equity holders of the parent (1,997,302) (899,548) Weighted average number of ordinary shares (basic and diluted) Issued ordinary shares at beginning of year Effect of shares issued (Note 13) Weighted average ordinary shares at the end of the year 668,206,427 434,873,094 56,966,205 90,800,997 725,172,632 525,674,091 As the Group is loss making, none of the potentially dilutive securities are currently dilutive in the calculation of total earnings per share. 16. RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES Cash flows from operating activities Loss for the year Non-cash items Gain on sale of property Gain on sale of available for sale financial assets Impairment of available for sale financial assets Gain on settlement of other financial asset Foreign currency exchange loss/(gain) Impairment of exploration and evaluation expenditure Gain on disposal of subsidiary Employee benefit provision Changes in assets and liabilities Decrease/(increase) in receivables Decrease/(increase) in other assets (Decrease)/Increase in payables Net cash used in operating activities Reconciliation of cash 2018 $ 2017 $ (1,997,302) (899,548) - (239,217) 102,424 (56,895) (21,339) 1,454,070 (52,230) 9,739 (6,011) (34,748) - - 5,366 165,878 - - 17,159 86,347 (180,043) (877,287) (22,877) (84,324) (68,475) (944,739) 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 658,568 1,120,683 45 2018 Annual Report Notes to the Consolidated Financial Statements Directors’ Report For the Year Ended 30 June 2018 17. 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 2018 and 2017, 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. 18. 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 Long service leave 2018 $ 2017 $ 247,437 17,100 2,302 240,000 17,100 - 266,839 257,100 At 30 June 2018 $2,500 fees were outstanding (2017 – nil). There were no loans made to key management personnel or their related parties during the 2018 and 2017 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. 19. 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 2018 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 1,281,727 - 10,000,000 - - - Options outstanding at 30 June 2018 There were no options outstanding at 30 June 2018. 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 46 Equus Mining Limited Notes to the Consolidated Financial Statements Directors’ Report For the Year Ended 30 June 2018 19. SHARE BASED PAYMENTS (Cont.) 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 Weighted average exercise price of options Year 2018 2017 Outstanding at the beginning of the year Granted during the year Forfeited during the year - - $0.02 $0.02 - - Exercised during the year $0.02 - Expired during the year Outstanding at the end of the year Exercisable at the end of the year - - - $0.02 - $0.02 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 2018, all options were exercised (2017: no options expired unexercised). The fair value of the 8,718,273 options granted on 4 November 2016 was $58,412. The options were issued to 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. The fair value of the 1,281,727 options granted on 18 April 2018 was $12,817. The options were issued to Bell Potter Nominees Ltd. The options were valued using the Black-Scholes formula. The valuation inputs were the Company’s share price of $0.03 at the grant date, a volatility factor of 91.62% (based on historical share price performance), a life of 16 days, a risk-free interest rate of 2.12% 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. 47 2018 Annual Report Notes to the Consolidated Financial Statements Directors’ Report For the Year Ended 30 June 2018 20. 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 $658,568 for its immediate use. The following are the contractual maturities of financial liabilities: Financial liabilities Carrying amount Contractual cash flows Less than 6 months 6 to 12 months 1 to 5 years More than 5 years $ $ $ Trade and other payables 30 June 2018 30 June 2017 575,496 367,029 (575,496) (575,496) (367,029) (367,029) $ - - $ - - $ - - It is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts. 48 Equus Mining Limited Notes to the Consolidated Financial Statements Directors’ Report For the Year Ended 30 June 2018 20. FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS DISCLOSURE (Cont.) 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 Cash and cash equivalents 2018 $ 658,568 19,095 677,663 2017 $ 1,120,683 36,255 1,156,938 At 30 June 2018, the Group held cash and cash equivalents of $658,568 (2017: $1,120,683), 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 2018, 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 (2017 - $nil). 2018 $ 2017 $ 658,568 1,120,683 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. 49 2018 Annual Report Notes to the Consolidated Financial Statements Directors’ Report For the Year Ended 30 June 2018 20. FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS DISCLOSURE (Cont.) Currency risk The Group is exposed to currency risk on bank account denominated in USD totalling $33,190 at 30 June 2018 (2017 – US$16,926) and equity investments in shares in the United States totalling US$226,340 (2017 – US$310,059). The Group’s gross financial position exposure to foreign currency risk at balance date was US$259,530 (2017 - US$326,985). Sensitivity analysis A 10% strengthening of the Australian dollar against the United States dollar at 30 June 2018 would have decreased post-tax profit and net assets of the Group by $27,787. A 10% weakening of the Australian dollar against the United States dollar at 30 June 2018 would have an increased post-tax profit and net assets of the Group by $30,566, on the basis that all other variables remain constant. Exchange rates applied: AUD/USD Price risk Reporting date spot rate 2018 0.7405 2017 0.7692 The Group is exposed to equity securities price 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 Blox-Inc. - 10% bid price increase Blox-Inc. - 10% bid price decrease Capital management Impact on post-tax profit Impact on Total equity 2018 2017 $ - - $ - - 2018 $ 2017 $ 30,566 40,309 (27,786) (40,309) 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. 50 Equus Mining Limited Notes to the Consolidated Financial Statements Directors’ Report For the Year Ended 30 June 2018 20. FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS DISCLOSURE (Cont.) 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). Available-for-sale financial assets 30 June 2018 30 June 2017 Level 1 Level 2 Level 3 $ - - $ 305,660 403,093 $ - - Total $ 305,660 403,093 All available for sale financial assets relate to investments held in quoted equity securities and were designated as available-for-sale financial assets. 21. CONTROLLED ENTITIES Parent entity Equus Mining Limited is an Australian incorporated company listed on the Australian Securities Exchange. Wholly owned controlled entities Country of incorporation Ownership Interest 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 2018 2017 % 100 100 100 100 100 100 % 100 100 100 100 100 100 Australia Australia Australia Australia Australia Australia Chile 99.9 99.9 Ghana - 100 Chile Chile Chile Chile 100 99.9 100 100 99.9 100 0.1 0.1 51 2018 Annual Report Notes to the Consolidated Financial Statements Directors’ Report For the Year Ended 30 June 2018 22. 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. 23. 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 2018, the Group operated in the mineral exploration within the geographical segments of Australia and Chile. The Company holds shares in Blox Inc., a US over the counter traded company and has concluded that during the year ended 30 June 2018, to recognise the investment in Blox Inc., as a separate operating segment. 30 June 2018 External revenues Mineral Exploration Investing $ $ Total $ - - - Reportable segment profit /(loss) before tax (1,534,295) 162,849 (1,371,446) Interest income Interest expense Other material non-cash items: Impairment of investment Reportable segment assets Reportable segment liabilities 30 June 2017 External revenues 123 17,937 18,060 - - - - (102,424) (102,424) 3,878,076 305,660 4,183,736 459,793 - - - 459,793 - Reportable segment profit /(loss) before tax (235,613) 39,325 (196,288) 80 4,407 4,487 - - - - - - 2,001,894 403,093 2,404,987 153,478 - 153,478 Interest income Interest expense Other material non-cash items: Impairment of investment Reportable segment assets Reportable segment liabilities 52 Equus Mining Limited Notes to the Consolidated Financial Statements Directors’ Report For the Year Ended 30 June 2018 23. OPERATING SEGMENTS (Cont.) Reconciliations of reportable segment revenues and profit or loss 2018 2017 Revenues Total revenue for reportable segments Total revenue unallocated Consolidated revenue Profit or loss Total loss for reportable segments Unallocated amounts: Other income Net finance 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 $ - - - $ - - - (1,371,446) (196,288) 52,230 70,115 - - (748,201) (703,260) (1,997,302) (899,548) 4,183,736 2,404,987 488,868 1,138,429 4,672,604 3,543,416 459,793 125,443 585,236 153,478 213,551 367,029 In presenting information on the basis of geography, segment revenue and segment assets are based on the geographical location of the operations. Australia All foreign locations - Chile - United States of America 2018 2017 Revenue Non-current assets Revenues $ - - - $ - 3,689,281 305,660 $ - - - Non-current assets $ - 1,514,768 403,093 53 2018 Annual Report Notes to the Consolidated Financial Statements Directors’ Report For the Year Ended 30 June 2018 24. DISPOSAL OF SUBSIDIARY On 30 September 2017, the Group completed the sale of Leo Shields, the subsidiary located in Ghana. The Group received consideration totalling $261,465 in exchange for the 100% shareholding of the subsidiary. The consideration comprised the following: • • $100,000 deposit received in a prior year and at 30 June 2017 was recognised as income received in advance in payables. A right to receive 550,000 shares in Blox. Inc. which had a fair value of $161,465 on the date of the disposal. The shares were issued to Equus Mining Limited during April 2018 with a fair value at that date of $218,348. On 30 September 2017 the subsidiary had net liabilities of $6,547 and there were $215,782 of foreign currency losses accumulated in the Foreign Currency Translation Reserve relating to subsidiary. These losses were transferred to the profit or loss on disposal, and a net gain of $52,230 was recognised in respect of the sale for the period ended 30 June 2018. 25. SUBSEQUENT EVENTS 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 2018 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 2018 $ 2017 $ (3,304,509) (1,213,686) - - (3,304,509) (1,213,686) 488,868 305,660 794,528 1,138,429 403,093 1,541,522 125,443 213,551 - 125,443 669,085 - 213,551 1,327,971 113,833,684 110,921,315 (113,332,258) (110,027,749) 167,659 669,085 434,405 1,327,971 The Directors are of the opinion that no commitments or contingent liabilities existed at, or subsequent to year end. 54 Equus Mining Limited Directors’ Declaration Directors’ Report 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 27 to 54, and the Remuneration Report as set out on pages 22 to 25 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 2018 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. 3. The Directors have been given the declarations required under section 295A of the Corporations Act 2001 for the financial year ended 30 June 2018. 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 24th day of September 2018 in accordance with a resolution of the Board of Directors: Mark H. Lochtenberg Director Edward J. Leschke Director 55 2018 Annual Report Independent Auditor’s Report Directors’ Report Independent Auditor’s Report To the Directors of Equus Mining Limited Report on the audit of the Financial Report Opinion We have audited the Financial Report of Equus Mining Limited (the Company). In our opinion, the accompanying Financial Report of the Company is in accordance with the Corporations Act 2001, including: • giving a true and fair view of the Group's financial position as at 30 June 2018 and of its financial performance for the year ended on that date; and • complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for opinion The Financial Report comprises: • Consolidated statement of financial position as at 30 June 2018; • Consolidated statement of profit or loss and other comprehensive income, Consolidated statement of changes in equity, and Consolidated statement of cash flows for the year then ended; • Notes including a summary of significant accounting policies; and • Directors' Declaration. The Group consists of the Company and the entities it controlled at the year-end or from time to time during the financial year. We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with the Code. Material uncertainty related to going concern We draw attention to Note 2(d), “Going Concern” in the financial report. The conditions disclosed in Note 2(d), indicate a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern and, therefore, whether it will realise its assets and discharge its liabilities in the normal course of business, and at the amounts stated in the financial report. Our opinion is not modified in respect of this matter. KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. Liability limited by a scheme approved under Profession Standards Legislation. 55 56 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”) a Swiss entity Liability limited by a scheme approved under Professional Standards Legislation. Equus Mining Limited Independent Auditor’s Report Directors’ Report In concluding there is a material uncertainty related to going concern we evaluated the extent of uncertainty regarding events or conditions casting significant doubt in the Group’s assessment of going concern. This included: • Analysing the cash flow projections by: - Evaluating the underlying data used to generate the projections for consistency with other information tested by us, our understanding of the Group’s intentions, and past results and practices; - Assessing the planned levels of operating and capital expenditures for consistency of relationships and trends to the Group’s historical results, results since year end, and our understanding of the business, industry and economic conditions of the Group; • Assessing significant non-routine forecast cash inflows and outflows for feasibility, quantum and timing. We used our knowledge of the client, its industry and current status of those initiatives to assess the level of associated uncertainty; • Reading minutes of directors’ meetings and relevant correspondence with the Group’s advisors to understand the Group’s ability to raise additional shareholder funds, and assess the level of associated uncertainty; and • Evaluating the Group’s going concern disclosures in the Financial Report by comparing them to our understanding of the matter, the events or conditions incorporated into the cash flow projection assessment, the Group’s plans to address those events or conditions, and accounting standard requirements. We specifically focused on the principle matters giving rise to the material uncertainty. Key Audit Matters Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial Report of the current period. These matters were addressed in the context of our audit of the Financial Report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material uncertainty related to going concern section, we have determined the matter described below to be the Key Audit Matter. Exploration and evaluation expenditure ($3,689,281) Refer to Note 11 to the Financial Report The key audit matter How the matter was addressed in our audit Exploration and evaluation expenditure capitalised (E&E) is a key audit matter due to: • • the significance of the activity to the Group’s business and the balance (being 79% of total assets); and the greater level of audit effort to evaluate the Group’s application of the requirements of the industry specific accounting standard AASB 6 Exploration for and Evaluation of Mineral Resources, in particular the conditions allowing capitalisation of relevant Our procedures included: (cid:120) We evaluated the Group’s accounting policy to recognise exploration and evaluation assets using the criteria in the accounting standard; (cid:120) We assessed the Group’s determination of its areas of interest for consistency with the definition in the accounting standard. This involved analysing the licenses in which the Group holds an interest and the exploration programmes planned for those for consistency with documentation such as license related 56 57 2018 Annual Report Independent Auditor’s Report Directors’ Report expenditure and presence of impairment indicators. The compliance with these requirements necessitates a detailed analysis by the Group and therefore gives criticality to the scope and depth of our work. We involved senior team members to challenge the Group’s determination of its compliance with the accounting standard. In assessing the conditions allowing capitalisation of relevant expenditure, we focused on: • • • • the determination of the areas of interest (areas); documentation available regarding rights to tenure and compliance with relevant conditions to maintain current rights to an area of interest with additional complexity arising in relation to the Los Domos project where the rights are held under a contractual agreement; the Group’s intention and capacity to continue the relevant E&E activities; and the Group’s determination of whether the E&E meets the carry forward conditions of AASB 6 including whether the E&E is expected to be recouped through successful development and exploitation of the area of interest, or alternatively, by its sale. In assessing the presence of impairment indicators, we focused on those that may draw into question the commercial continuation of E&E activities for areas of interest where significant capitalised E&E exists. In addition to the assessments above, we paid particular attention to: (cid:120) (cid:120) (cid:120) the strategic direction of the Group and their intent to continue exploration activities in each area of interest; the ability of the Group to fund the continuation of activities in each area of interest; and results from latest activities regarding the existence or otherwise of economically recoverable reserves for each area of interest. Where impairment indicators are present, the Group’s determination of the recoverable amount of the area of interest is based on assessments which require judgement and can technical conditions, contractual agreements, and planned work programmes; (cid:120) For each area of interest, we assessed the Group’s current rights to tenure by corroborating the ownership of the relevant license to government registries or government correspondence and evaluating agreements in place with other parties. We also tested for compliance with conditions; (cid:120) We tested the Group’s additions to E&E for the year by evaluating a statistical sample of recorded expenditure for consistency to underlying records, the capitalisation requirements of the Group’s accounting policy and the requirements of the accounting standard; (cid:120) We evaluated Group documents, such as minutes of directors’ meetings, for consistency with their stated intentions for continuing E&E in certain areas. We corroborated this through interviews with key operational and finance personnel; (cid:120) We obtained project and corporate budgets identifying areas with existing funding and those requiring alternate funding sources. We compared this for consistency with areas with E&E, for evidence of the ability to fund continued activities. We identified those areas relying on alternate funding sources and evaluated the capacity of the Group to secure such funding; (cid:120) We analysed the Group’s activities in each area of interest, and assessed the Group’s documentation of planned future activities including work programmes and project budgets for each area of interest to determine whether carry forward conditions of AASB 6 have been satisfied; (cid:120) We assessed each area of interest for one or more of the indicators of impairment for areas of interest that may indicate the carrying value of capitalised expenditure exceeds its recoverable amount. We did this through testing the status of the Group’s tenure and documented planned future activities, considering the results of exploration programmes completed to date, and discussion with management; (cid:120) We evaluated the Group’s determination to 57 58 Equus Mining Limited Independent Auditor’s Report Directors’ Report be inherently difficult. In the current year, the Group determined that there were indicators of impairment in relation to the Carbones del Sur area of interest and impaired the carrying value of the related E&E. impair the carrying value of the Carbones del Sur area of interest through testing the status of the Group’s tenure and documented planned future activities, reading board minutes, considering the results of exploration programmes completed to date, and discussion with key personnel. Other Information Other Information is financial and non-financial information in Equus Mining Limited’s annual reporting which is provided in addition to the Financial Report and the Auditor’s Report. The Directors are responsible for the Other Information. Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not express an audit opinion or any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion. In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In doing so, we consider whether the Other Information is materially inconsistent with the Financial Report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. We are required to report if we conclude that there is a material misstatement of this Other Information, and based on the work we have performed on the Other Information that we obtained prior to the date of this Auditor’s Report we have nothing to report. Responsibilities of the Directors for the Financial Report The Directors are responsible for: • preparing the Financial Report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 • • implementing necessary internal control to enable the preparation of a Financial Report that gives a true and fair view and is free from material misstatement, whether due to fraud or error assessing the Group and Company's ability to continue as a going concern. This includes disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they either intend to liquidate the Group and Company or to cease operations, or have no realistic alternative but to do so. 58 59 2018 Annual Report Independent Auditor’s Report Directors’ Report Auditor’s responsibilities for the audit of the Financial Report Our objective is: • to obtain reasonable assurance about whether the Financial Report as a whole is free from material misstatement, whether due to fraud or error; and • to issue an Auditor’s Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Financial Report. A further description of our responsibilities for the audit of the Financial Report is located at the Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf. This description forms part of our Auditor’s Report. Report on the Remuneration Report Opinion Directors’ responsibilities In our opinion, the Remuneration Report of Equus Mining Limited for the year ended 30 June 2018, complies with Section 300A of the Corporations Act 2001. The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with Section 300A of the Corporations Act 2001. Our responsibilities We have audited the Remuneration Report included in pages 22 to 25 of the Directors’ Report for the year ended 30 June 2018. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. KPMG Jason Adams Partner Brisbane 24 September 2018 60 59 Equus Mining Limited Additional Stock Exchange Information Directors’ Report Additional information as at 31 August 2018 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 2018 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 274 311 292 848 426 2,151 Total Number of Shares 126,352 881,491 2,646,459 29,806,502 720,903,559 754,364,363 On 31 August 2018, 1,119 shareholders held less than marketable parcels of 17,241 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 Number of Ordinary Shares 65,877,420 86,394,672 61 2018 Annual Report Additional Stock Exchange Information Directors’ Report Twenty Largest Shareholders As at 31 August 2018, the twenty largest quoted shareholders held 50.68% of the fully paid ordinary shares as follows: Name Permgold Pty Ltd Gerard C Toscan Management Pty Limited Augusta Enterprises Pty Ltd Mark Hamish Lochtenberg & Michael Lochtenberg HSBC Custody Nominees (Australia) Limited Peter John Bartter Altinova Nominees Pty Ltd JP Morgan Nominees Australia Limited Gerard C Toscan Management Pty Limited John Wardman & Associates Pty Ltd Sambas Energy Pty Ltd Ringwood Management Pty Limited Northcliffe Holdings Pty Ltd < Northcliffe Holdings A/C> Rosignol Pty Ltd DRYCA Pty Ltd James Christopher Toscan Francis William Regan Kate Elise Cappello and Gavin Maurice Cappello Serlett Pty Ltd John Desmond Martin 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Number 45,877,420 43,756,964 33,619,471 31,360,781 26,582,952 20,500,000 20,000,000 19,252,472 18,273,427 18,000,000 16,000,000 15,443,113 14,700,000 12,500,000 10,000,000 9,000,000 7,853,521 6,577,000 6,550,000 6,500,000 % 6.32 5.80 4.46 4.16 3.52 2.72 2.65 2.55 2.42 2.39 2.12 2.05 1.95 1.66 1.33 1.19 1.04 0.88 0.86 0.85 The number of holders in each class of securities As at 31 August 2018, the numbers of holders in each class of securities on issue were as follows: Type of security Ordinary shares Number of holders Number of securities 2,151 754,364,363 Substantial Optionholders in the Company As at 31 August 2018, there were no option holders. Escrow securities As at 31 August 2018, there were escrow securities. 62 Equus Mining Limited Additional Stock Exchange Information Directors’ Report Group Mineral Concession Interests at 31 August 2018 The Company provides the following information regarding its mining tenements: Project Location Tenement Ownership % interest Type of Tenement Mina Rica Rubens 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 63 2018 Annual Report 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 Electrum 2A Electrum 3A Electrum 4A Electrum 5A Electrum 6A Electrum 7A Electrum 8 Electrum 9 Electrum 10 Electrum 11 Terrane Minerals SpA Terrane Minerals SpA Terrane Minerals SpA Terrane Minerals SpA Terrane Minerals SpA Terrane Minerals SpA Terrane Minerals SpA Terrane Minerals SpA Terrane Minerals SpA Terrane Minerals SpA 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 has earned the right to 51% interest in the project through the drilling program of 1,000 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. 64 Equus Mining Limited E q u u s M i n i n g L i m i t e d 2 0 1 8 A n n u a l R e p o r t 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 28 November 2018 at 11 am Eastern Daylight Saving Time (EDST). AGENDA ORDINARY BUSINESS Financial Statements To receive and consider the Company's Annual Financial Report, the Directors' Report and the Auditor's Report for the year ended 30 June 2018. 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 2018 be and is hereby adopted.' Resolution 2 Re-election of Mr. Mark Lochtenberg as a Director To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: 'That Mark H. Lochtenberg 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 7,054,054 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 7,054,054 fully paid ordinary shares issued under Listing Rule 7.1 on 15 November 2017, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.' Resolution 4 Ratification of 1,281,727 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 1,281,727 fully paid ordinary shares issued under Listing Rule 7.1 on 1 May 2018, 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 Ratification of 95,000,000 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 95,000,000 fully paid ordinary shares issued under Listing Rule 7.1 on 5 October 2018, 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 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 5,000,000 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 7 Approval of the Proposed Issue of Shares 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 7.1 and for all other purposes, shareholders approve the issue and allotment of 37,500,000 fully paid ordinary shares to Terrane Minerals SpA (‘Terrane’) and/or their nominees, as consideration to the vendors of Los Domos project on the terms and conditions as set out in the explanatory memorandum accompanying this Notice of Meeting. Resolution 8 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 19 October 2018 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 Wednesday, 28 November 2018 at 11 am 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 2018 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 2018 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 Any member of the key management personnel of the Company’s consolidated group whose remuneration details are included in the Remuneration Report (or closely related party of any such member), may not vote, and the Company will disregard any votes cast in favour by or on behalf of such persons on Resolution 1, unless the vote is cast:  as a proxy appointed in writing which specifies how the proxy is to vote on Resolution 1; or  the proxy is the Chairman of the meeting, and; o o the appointment does not specify the way the proxy is to vote on the resolution; and the appointment expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of the key management personnel. 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. Mark Lochtenberg as a Director In accordance with Article 3.6 of the Company’s Constitution and the Corporations Act, Mark Lochtenberg who retires by rotation and, being eligible, offers himself for re-election. 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. 1 Mark Lochtenberg is Non-Executive Director of recently listed Nickel Mines Limited and 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. He was 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). 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, 4 and 5 Ratification of Prior Issue of Securities - Listing Rule 7.4 Resolutions 3, 4 and 5 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 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. 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% placement capacity. All shares issued rank equally with all other existing ordinary shares. (a) As announced on 15 November 2017, pursuant to its then available listing rule 7.1 capacity, the Company issued 7,054,054 Shares at $0.037 per share to professional and sophisticated investors (none of whom were related parties of the Company), the proceeds of which were used in the drilling program at Los Domos Gold-Silver project in Chile and for general working capital purposes. Voting Exclusion Statement The Company will disregard any votes cast in favour on this Resolutions by or on behalf of a person who participated in the placements 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. The Chairman of the Meeting intends to vote undirected proxies IN FAVOUR of Resolutions 3. 2 (b) As announced on 1 May 2018, pursuant to its then available listing rule 7.1 capacity, the Company issued 1,281,727 Shares from the exercise of 1,281,727 unlisted options at $0.02 per share to a professional and sophisticated investor (who is not a related party of the Company), the proceeds of which were used in the drilling program at Los Domos Gold-Silver project in Chile and for general working capital purposes. Voting Exclusion Statement The Company will disregard any votes cast in favour on this Resolutions by or on behalf of a person who participated in the placements 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 4. The Chairman of the Meeting intends to vote undirected proxies IN FAVOUR of Resolutions 4. (c) As announced on 5 October 2018, pursuant to its then available listing rule 7.1 capacity, the Company issued 95,000,000 Shares at $0.02 per share to professional and sophisticated investors (none of whom were related parties of the Company), the proceeds will be use to further advance the Company’s Los Domos gold-silver project toward a JORC defined resource by conducting a drilling campaign of up to 5,000 meters, the preparation for initial drilling testing at Cerro Diablo project and for general corporate and working capital purposes. Voting Exclusion Statement The Company will disregard any votes cast in favour on this Resolutions by or on behalf of a person who participated in the placements 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. The Chairman of the Meeting intends to vote undirected proxies IN FAVOUR of Resolutions 5. 3 Resolution 6 Approval of Directors Participation in Tranche 2 Placement Resolutions 6 seeks the approval by shareholders of the issue and allotment of 5,000,000 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 27 September 2018 and in conjunction with the placement as announced to the ASX on 5 October 2018, will provide funding to continue with the drilling program at the Los Domos Gold-Silver project in Chile, the preparation for initial drilling testing at Cerro Diablo and for general corporate and working capital purposes. 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 September 2018. 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 10.11 are as follows:  Number of securities to be allotted: 5,000,000.   Issue price: $0.02 per share. Terms: Fully paid ordinary shares ranking pari passu with existing ordinary shares.  Names of allottees: Mark Lochtenberg or his nominee 5,000,000 ordinary shares.   Allotment date: Within one month of the date of this Annual General Meeting. Intended use of funds: The cash will use for the 5,000 metres drilling program at Los Domos, preparation for the drilling testing at Cerro Diablo and for general corporate and working capital purposes. Voting Exclusion Statement The Company will disregard any votes cast in favour of Resolutions 6 by Mark Lochtenberg or his nominee any of his 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 6. The Chair of the Meeting intends to vote undirected proxies IN FAVOUR of Resolutions 6. 4 Resolution 7 Approval to issue 37,500,000 ordinary shares Resolution 7 seeks the approval by shareholders to issue 37,500,000 fully paid ordinary shares in the capital of Equus Mining Limited (‘Equus’) to the vendors of the Los Domos gold-silver project, Terrane Minerals SpA or its nominee as consideration for 49% equity interest in the project. Southern Gold SpA a subsidiary of Equus Mining Limited during 2017 earned the right to 51% interest in the Los Domos gold-silver project by completing a 1,000 metres drilling campaign. As announced on 25 October 2016, Equus secured the rights to acquire 100% of Los Domos gold-silver project via an earn-in and purchase agreement in two tranches. On 10 October 2017 Equus announced that it has met the requirements of tranche one and earned the right to 51% interest in Los Domos gold-silver project. The Company is now seeking approval under Listing Rule 7.1 to issue 37,500,000 under tranche two to acquire the remaining 49% equity interest in the Los Domos gold-silver project. Details of the issue, as required by ASX Listing Rule 7.3 are as follows:  Number of securities to be allotted: 37,500,000.  Issue price: There is no issue price for the securities as the propose issue is as consideration for the acquisition of 49% interest in the Los Domos gold-silver project.  Terms: Fully paid ordinary shares ranking pari passu with existing ordinary shares.  Names of allottees: Terrane Minerals SpA or its nominee.   Allotment date: Within three months of the date of this Annual General Meeting. Intended use of funds: No funds will be raise, the issue is in consideration for the acquisition of the remaining 49% interest in the Los Domos gold-silver project. Voting Exclusion Statement The Company will disregard any votes cast in favour of Resolution 7 by Terrane Minerals SpA or its nominee and any of its 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 Resolution 7. The Chair of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 7. 5 Resolution 8 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. Listed entities with a market cap of $300 million or less are eligible to seek shareholder approval under Listing Rule 7.1A and the Company’s approximate market cap at the time of this Notice of Meeting is $ 16.1 million. Resolution 8, 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 notice of meeting, that can be issued under the 10% Placement Facility is 74,602,858. The Company’s current capacity to issue securities as at the date of this notice meeting pursuant to listing rule 7.1 is 8,568,506. (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. 6 (e) Risk of Economic and Voting Dilution If Resolution 8 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 849,364,363 shares 50% increase in current Variable A 1,274,046,545 shares 100% increase in current Variable A 1,698,728,726 shares 9.09% 84,936,436 Shares 13.04% 127,404,654 Shares 16.67% 169,872,873 shares 50% Decrease in Current Approximate Market Price $0.010 Issue Price and Funds Raised Current Approximate Market Price $0.020* 50% Increase in Current Approximate Market Price $0.030 $849,364 $1,698,729 $2,548,093 $1,274,047 $2,548,093 $3,822,140 $1,698,729 $3,397,457 $5,096,186 As an example, if Variable A is increased to 1,698,728,726 shares, the 10% Placement Facility capacity is 169,872,873 shares and therefore the dilution of existing shares as at the date of the AGM, being 746,028582 shares, is calculated as: 169,872,873 ÷ (849,364,363 + 169,872,873) = 16.67% (f) Other Matters The approval under Listing Rule 7.1A ceases to be valid the date that is 12 months after the date of the AGM or in the event that shareholders approve a transaction under Listing Rule 11.1.2 or 11.2. 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: 7 (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 2017 Annual General Meeting, but no equity securities have been issued under the 10% Placement Facility during the past 12 months. The Company issued a total of 102,579,436 equity securities in the past 12 months preceding the date of this notice of Annual General Meeting which based on the number of Equity Securities on issue at the commencement of that period represents 13.74% of the Company’s Equity Securities. Further details of the issues of Equity Securities by the Company during the 12 months period preceding the date of this notice of meeting are set out in Appendix “A” on page 8 of this Explanatory Memorandum. Information relating to the issue of Equity Securities in the preceding 12 months is as follows:  Number of securities issued: 102,579,436;  Class of securities issued:  Issued of the Securities:  Issue price: Ordinary fully paid shares; To professional and sophisticated investors and Directors of the Company; 4,554,054 shares were issued at $0.037 per share and the closing price on the date of the issue was $0.035; 1,743,655 shares were issued at $0.02 per share and the closing price on the date of the issue was $0.035; 1,281,727 shares were issued at $0.02 per share and the closing price on the date of the issue was $0.024; 95,000,000 shares were issued at $0.02 per share and the closing price on the date of the issue was $0.020; The total cash consideration received was $2,129,008 and 89% was received 5 October 2018, the cash will use for the 5,000 metres drilling program at Los Domos, preparation for the drilling testing at Cerro Diablo and for general corporate and working capital purposes.  The issue was for cash: Voting Exclusion: The Company will disregard any votes cast in favour on this Resolution 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 associate 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 8. The Chair of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 8. 8 Appendix “A” Issue of Equity Securities since 30 November 2017 Date Number of Equity Securities Class of Equity Securities and summary of terms Names of recipients or basis on which recipients determined 15 December 2017 4,554,054 Ordinary shares Directors of the Company 15 December 2017 1,743,655 Ordinary shares Bell Potter Nominees Ltd 1 May 2018 1,281,727 Ordinary shares Bell Potter Nominees Ltd 5 October 2018 95,000,000 Ordinary shares To professional and sophisticated investors who participated in the placement the subject of the announcement dated 27/9/2018. Issue price of Equity Securities and discount to market price on the trading day prior to the issue $0.037 Represent a premium of 5.7% to the market price $0.020 Represent a discount of 42.9% to the market price $0.020 Represent a discount of 16.7% to the market price $0.020 There was no discount or premium to the market price Form of Consideration Cash consideration of $168,500 was used to further advance the exploration program of the Los Domos project in Chile and for general corporate and working capital purposes. Cash consideration of $34,873 was used to further advance the exploration program of the Los Domos project in Chile and for general corporate and working capital purposes. Cash consideration of $25,635 was used to further advance the exploration program of the Los Domos project in Chile and for general corporate and working capital purposes. The total cash consideration of $1,900,000 will be use for the second phase of the drilling program at Los Domos project, preparation for the drilling testing at Cerro Diablo and for general corporate and working capital purposes. At the date of this notice the Company holds 89% of the cash raised attributable to the placement dated 5 October 2018. The balance of the cash received was used on the drilling program undertaken at Los Domos project in Chile and for general corporate and working capital purposes. 9 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 Wednesday 28 November 2018 at 11 am (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. Mark Lochtenberg as a Director 3. Ratification of 7,054,054 Shares - Listing Rule 7.4 4. Ratification of 1,281,727 Shares- Listing Rule 7.4 5. Ratification of 95,000,000 Shares- Listing Rule 7.4 6. Approval of the Proposed Issue of Shares to Mark Lochtenberg 7. Approval of the Proposed issue of shares to Terrane Minerals SpA 8. Approval of 10% Placement Facility Signature of Securityholder(s) This section must be completed. Dated this . . . . . . day of . . . . . . . . . . . . . . . . . . . . . . 2018 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 26 November 2018 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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