23 October 2019
The Manager Companies
ASX Limited
20 Bridge Street
SYDNEY NSW 2000
Dear Sir/Madam
(85 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 2019 and the Company’s Notice of Annual General Meeting to be held at 10 am on 27 November
2019.
Yours sincerely
Marcelo Mora
Company Secretary
pjn10115
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
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9
EQUUS MINING LIMITED
and its controlled entities
ABN 44 065 212 679
Annual Report
2019
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
18
19
30
31
32
33
34
35
59
60
65
Equus Mining Limited
Corporate Directory
Non-Executive Chairman
Executive 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
John Braham
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
Annual Report 2019 Chairman’s Letter
Dear Fellow Shareholders,
2019 was a transformative year for Equus Mining. We have a new Managing Director in John
Braham, and late in the year, Equus executed a key agreement with Mandalay Resources to acquire
its silver-gold Cerro Bayo Mining Project (“Cerro Bayo”).
This agreement is transformative for Equus as it
transitions the company from a greenfield explorer to an
advanced brownfield explorer with mine infrastructure
under option.
Equus Mining’s focus is now primarily on Cerro Bayo,
which is in the same region (approximately 25km away)
as our Los Domos Project. In June 2019 Equus executed
a Heads of Agreement (“HOA”) to acquire the Option to
purchase Cerro Bayo. It is expected that the completion
of definitive documentation will be achieved by October
2019. The Option allows Equus to explore the Cerro Bayo
properties, and at any stage during the option period,
to acquire the Mandalay subsidiary holding all the Cerro
Bayo assets. Exercising the Option and restarting the
mine will depend on exploration success as there are
currently insufficient resources to sustain resumption
of operations. The Directors of Equus are very confident
that its future exploration efforts at Cerro Bayo
will produce the resources needed to restart mining
operations and Equus plans to conduct an initial 10,000
metre drill campaign on vein targets identified on the
Cerro Bayo properties as soon as final documentation is
completed in October 2019.
It was a frustrating year for exploration at Los Domos.
The 2019 drilling program was started in January, but
the necessity for Equus to complete an environmental
study in order to drill from additional drill platforms
meant that drilling was suspended in March. Equus has
subsequently completed the required environmental
study and expects to be back drilling at Los Domos
during the second quarter of 2020. It is anticipated
that mineral resources found at Los Domos would be
eventually treated at the Cerro Bayo mine.
The consolidation of these projects is consistent with
the Company’s focus on developing highly prospective,
precious metal rich natural resource projects which are
strategically located near underutilised existing mines
and other infrastructure in favourable jurisdictions.
The Republic of Chile continues to rank as one of the
leading destinations globally for mineral explorers and
miners due to the country’s stable financial and tax
regimes, strong governmental support for the mining
industry, reliable claim tenure licensing system and high
mineral prospectivity. Despite Chile’s leading position in
the global minerals industry, the lack of previous modern
exploration throughout many areas close to existing
mining activities demonstrates that Chile remains highly
attractive for mineral exploration and development
opportunities.
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.
I was very pleased with the market’s response to
the Cerro Bayo transaction, allowing Equus to raise
$1.9 million after the end of FY2019. In addition,
shareholders approved a further capital raising for $3.1
million to be completed in early October 2019.
With exploration efforts starting at Cerro Bayo, and
Los Domos shaping up to be a high-quality project, I
am optimistic about what lies ahead for the growth
prospects of our 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
2
Equus Mining Limited MANAGING DIRECTOR’S REVIEW OF
OPERATIONS
Corporate Activities
2019 saw Equus progress its strategy of expanding
its footprint in Region XI of Chile. In June 2019, the
Company executed a non-binding Heads of Agreement
with Mandalay Resources Corporation (TSX:MND,
OTCQB: MNDJF) for an option to acquire the mining
properties, resources and mine infrastructure at
Mandalay’s Cerro Bayo Project located within 25km of
Equus’s flagship exploration project Los Domos. The
signing of the definitive agreement is scheduled for
the beginning of October 2019. The option agreement
is potentially highly transformative as it provides the
capacity to transform the Company, at very low cost,
into a significant silver and gold producer. Subject to
successful exploration results, the Company could be
well positioned to transition to production in a proven
highly prospective district within a leading global
mining jurisdiction characterised by stable political and
taxation policies.
Further drilling at Los Domos served to both define
continuity of mineralization at the T7 Target area
and define high priority followup targets along vein
structures which remain untested by drilling to date.
Environmental permitting required for the next phase
drilling at Los Domos progressed during the year for
which approvals are expected during the December 2019
quarter.
Further mapping and geochemical sampling was
conducted at the Cerro Diablo Project which was focused
throughout a higher priority 400m x 1000m portion of
the project area, in preparation for maiden drill testing.
On 5 October 2018, the Company issued 95,000,000 new
ordinary shares under a placement at an issue price of
$0.02 per share for a total consideration of $1,900,000
before costs.
On 29 October 2018, the Company issued 14,100,000
new ordinary shares under a share purchase plan at an
issue price of $0.02 per share for a total consideration of
$282,000 before costs.
On 4 December 2018, the Company issued 5,000,000
new ordinary shares under a placement at an issue price
of $0.02 per share for a total consideration of $100,000
before costs.
Review of Operations
During the December 2018 quarter, the Company
rearranged its Board of Directors with the resignation of
Managing Director Ted Leschke and the appointment of
John Braham as Executive Director and acting Managing
Director.
During the December 2018 quarter the Company
concluded its acquisition of 100% of the claims held
by Terrane Minerals SpA at the Los Domos Project
through the issue to Terrane Minerals SpA of 28,812,500
fully paid ordinary shares in Equus Mining Limited in
consideration for the Electrum exploration licences.
Subsequent to year-end, on 13 August 2019, following
completion of a drilling program by Equus on the
mining concessions owned by Patagonia Gold Sociedad
Contractual Minera (‘Patagonia’), a joint venture
company “Equus Patagonia SpA” was incorporated, in
which Equus holds 75% equity interest and Patagonia
holds 25% equity interest.
Subsequent to year-end, the Company raised $1.9
million before costs. In addition, shareholders approved
a further capital raising for $3.1 million to be completed
in early October 2019.
3
Annual Report 2019 Review of Operations
Option to Acquire Mandalay Resources Corporation’s
Au-Ag Cerro Bayo Mining Project
On 26th June 2019, the Company executed a non-
binding Heads of Agreement with Mandalay Resources
Corporation (TSX:MND, OTCQB: MNDJF) for a 3-year
option to acquire Mandalay’s Cerro Bayo Project in
Region XI, Southern Chile.
Key aspects of the agreement include:
• The option entitles the Company to, within a 3 year
period starting from the commencement of the
definitive option agreement, acquire all the mining
properties, resources and mine infrastructure of
the entire issued share capital of Compania Minera
Cerro Bayo Ltd, a wholly-owned Mandalay Resources
subsidiary including:
> Mining Properties: contiguous 29,495 hectare
mining claim package optimally located with
respect to the mine infrastructure accompanied
with large database of surface and drill hole
geochemical and geological data.
> Resources*
> Mine Infrastructure: includes a 1,650tpd
flotation processing plant (currently on care and
maintenance), permitted tailings storage facility
and all power generation, stationary and mobile
equipment required for eventual mine restart.
> Mine Property Assets: surface land (1500
hectares) and surface access rights (5,600
hectares) and water rights sufficient for eventual
mine restart.
• Upon a review date, designated as 18 months from
commencement of the definitive option agreement
period, either party may terminate the agreement
whereby:
>
>
If neither Mandalay or the Company decide to
terminate the agreement, the Company will
contribute US$50,000 per month towards Care
and Maintenance until the end of the Option
Period.
If Mandalay Resources terminates the agreement
after 18 months, it will grant to the Company
a Right of First Refusal on terms satisfactory
to Equus regarding any sale of Cerro Bayo or its
assets until the expiry of the Option Agreement.
• On execution of the option by the Company at any
time within the 3 year option period, the Company is
to:
>
Issue Mandalay ordinary shares representing
19% of the issued share capital of the Company.
In this case, Mandalay will be entitled to
nominate one member of the Company´s board
of directors.
> Pay Mandalay a 2.25% NSR on gold and silver
production from the Cerro Bayo Mine properties,
payable once the Mine has produced at least
50,000 gold equivalent ounces.
- The Company holds the option to repurchase
the 2.25% NSR from Mandalay.
> Contribute to 50% of the eventual Cerro
Bayo mine closure liabilities (i.e. 50% of an
approximate total of US$14.5m based on the
current government approved closure plan).
4
Equus Mining Limited Review of Operations
Detailed review of historic exploration and mine data
was initiated in the first half 2019 and comprehensive
field based review of a portion of the currently
highest ranking follow up drill targets was initiated
subsequent to the 30 June 2019 year-end. Collectively,
this information is being integrated into a framework
exploration dataset which will form the basis for
the design of the Company’s maiden near mine and
brownfields exploration drill programs.
Key aspects of the Cerro Bayo Project include:
• Cerro Bayo mine historic gold and silver production
over the period April 2002 to August 2008 by Coeur
Mining was 2.58 million tonnes grading 4.2 g/t Au
and 346.7 g/t Ag ** (348,424 Oz Au, 28.76 Moz Ag).
• Production by Mandalay Resources Corporation
from 2011 to end 2016 was 2.3 million tonnes
with average grades of 1.8 g/t Au and 237 g/t Ag**
(133,119 Oz Au, 17.52 Moz Ag).
• 29,495 hectare mining claim package, as identified
to date**, hosts at least 90 major veins, stockworks
and breccias hosting gold and silver mineralization,
located in six principal areas. Throughout this
package, Equus considers that good exploration
potential exists for the discovery of new resources in
underexplored areas.
* Resources relate to any remaining Resources as part of those reported effective December 31, 2016 by Mandalay Resources
Corporation – Cerro Bayo Project, Project #2559 according to Canadian Institute of Mining definitions in an independent National
Instrument 43-101 Technical Report filed March 31, 2017. The remaining Resources have not been independently verified by
Equus and no representation or warranty is made by the Company as to the existence of any remaining Resources, accuracy,
completeness or reliability of the information. Equus plans as part of future work on the Cerro Bayo Project to verify remaining
Resources and as per ASX listing rules, that the future reporting of ore reserves and mineral resources comply with the 2012
Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the “JORC Code”).
** Reported effective December 31, 2016 by Mandalay Resources Corporation – Cerro Bayo Project, Project #2559 according to
Canadian Institute of Mining definitions in an independent National Instrument 43-101 Technical Report filed March 31, 2017.
5
Annual Report 2019 Review of Operations
Cerro Bayo, Los Domos and Cerro Diablo are located
within a world-class mineral province
The Cerro Bayo gold-silver and the Los Domos and Cerro
Diablo precious and base metal projects are located in
the northwest extension of the world-class epithermal
gold-silver Deseado Massif mineral province. See Figures
1 & 2. This mineral province includes the Santa Cruz
Province mining district in Argentina and the Cerro
Bayo mine district in Chile. Gold-silver mineralisation
throughout this province occurs in low to intermediate
sulphidation style, epithermal vein and breccia deposits
dominantly hosted by Jurassic age volcanic rocks.
The Deseado Massif hosts large gold and silver deposits
in Argentina including Cerro Vanguardia, Cerro Negro,
San Jose and Cerro Moro and has a combined 21.3 Moz
gold and 569 Moz silver (29.8 Moz AuEq) known resource
endowment combining past production and remaining
resources. See Table 1. There are currently 7 operating
mines throughout the province which are owned by
major companies including Newmont Goldcorp, Anglo
Gold Ashanti, Hochschild Mining, Yamana and Pan
American Silver.
Table 1. Projects located in the Deseado Massif
Cerro Vanguardia
Cerro Negro
San Jose
Cerro Moro
Cap Oeste-Cose
Manantial Espejo
Cerro Bayo
Joaquin
Las Calandrias
Martha
Virginia-Santa Rita
Don Nicolas
Lomada de Leiva
Gold
(Moz)
Silver
(Moz)
Gold Eq.
(Moz)
8.0
6.7
1.4
1.2
1.2
0.8
0.7
0.0
0.8
0.0
0.0
0.3
0.15
21.3
100
50
100
75
35
60
53
57
0
24
15
0
0
569
9.5
7.4
2.9
2.3
1.7
1.7
1.5
0.9
0.8
0.4
0.2
0.3
0.15
29.8
Figure 1. Location of Cerro Bayo, Los Domos and Cerro Diablo Projects within the Deseado Massif
6
Equus Mining Limited
Review of Operations
7
Figure 2. Cerro Bayo, Los Domos and Cerro Diablo Projects location in Chile’s Region XI
Annual Report 2019 Review of Operations
Los Domos Project in detail
Since the commencement by Equus of the first
exploration drilling ever conducted at the Los Domos
Project area in mid-2017, the Company has successfully
advanced exploration and it’s understanding of the
Los Domos precious-base metal epithermal system.
As part of this work, precious-base metal epithermal
mineralisation exhibiting classic epithermal vertical
zonation and alteration has been defined throughout
10 primary target host structures (T1-T10) at the Los
Domos Project to date, with a cumulative strike length
of approximately 12km (Figure 3).
The T7 Target structure is one of the 10 principal target
structures throughout which the majority of exploration
efforts has been focused to date. Scout, relatively
shallow drill testing along limited extensions of some
of the other structures has returned several narrow
high grade interepts within wide intervals of anomalous
Au-Ag and pathfinder element mineralisation. The vein
textures and geochemical signatures of many of these
structures are interpreted to correspond to higher level
portions of the epithermal system, as compared to those
at T7, and are considered by Equus to represent highly
prospective drill targets at depth.
Since mid 2017, a total of 8,986m has been drilled to
date throughout the Los Domos project area, 5,160m of
which in a total of 23 holes has been focused on the T7
Target where a significant Au-Ag-Zn-Pb+- Cu mineralised
body has been defined (See T7 Target long section in
Figure 4 and intercept assay detail in Table 2). Notable
high-grade true width drill intercepts from this drilling
include that of drill hole LDD-035 (true width interval
of 6.86m @ 17.92g/t AuEq comprising 2.6 g/t Au, 181.3
g/t Ag, 8.5% Zn, 4.2% Pb and 0.34 % Cu). The majority
of drilling completed at the target, has been in the
upper levels of the T7 Target structure, predominately
less than 100m depth below surface, with the deepest
intercept to date recorded at approximately 250m below
surface.
Drilling at the T7 Target area during the reporting period
totalled 911.95m which returned intercepted down hole
intervals of:
• LDD-042: 0.30m @ 3.28 g/t Au, 65 g/t Ag, 2.3 % Zn,
1.7% Pb & 0.24% Cu from 422.15 to 422.45m
• LDD-043: 8.7m @ 0.18 g/t Au & 2.6 g/t Ag from 274 to
282.7m
8
The intercept in LDD-042 comprises a quartz vein-
breccia hosted within a 10.7m downhole interval of
hydrothermal brecciation that returned anomalous
results of 0.14 g/t Au, 6.7 g/t Ag, 0.22% Zn, 0.08% Pb and
0.06 % Cu between 413.25-423.95m.
The intercept in LDD-043 is located 50m to the north
of the intercept in hole LDD-028 and has defined a
30m extension of the host structure along strike to
the northwest, which remains open. The intercept is
hosted within an 18.1m downhole interval between
270.8-288.9m of hydrothermal brecciation and quartz
vein breccia and stockwork hosting anomalous levels of
pathfinder elements, characteristic of the upper levels
of the T7 Target structure.
The significant continuity, scale and intensity of
brecciation of the host structure intercepted in the two
holes provides scope for it to host zones of high-grade
Au-Ag-Zn in more favourable dilatant structural settings
and more competent lithologies along other portions
of the structure, as demonstrated by the high grade
mineralisation intersected in hole LDD-035, located
60m to the southeast of the LDD-042 intercept. The
limited two-hole program was only the initial phase
of an original, larger drill campaign at the T7 and
other targets and whilst management is disappointed
that drilling didn’t intersect higher grade intervals
adjacent to previous intersections, the company´s
improved understanding of the geological controls on
mineralisation from this work will aid in directing future
drilling.
The T7 Target structure comprises a wide, steeply north-
east dipping fault-controlled vein breccia that has been
mapped over an approximate strike length of 1,000m.
Drilling to date at the T7 Target structure has defined
significant and continuous Au-Ag-Zn-Pb mineralisation
over a strike length of 600m, manifested as shoots
developed along the fault in favourable dilatant
structural settings and more competent lithologies
for vein emplacement. The more significant intercepts
attain an average true width of approximately 7m and
importantly, the higher-grade mineralised interval is
contained within a 15-30m wide, true width interval
of anomalous precious, base metal and pathfinder
rich mineralisation. This indicates the potential for
significant scale and magnitude of mineralisation,
particularly at depth and along strike of portions of the
host structure, which remains untested.
Equus Mining Limited Review of Operations
The T7 Target structure hosts a multiphase,
Intermediate or Low Sulphidation polymetallic
epithermal style of mineralisation with significant
values of Au, Ag, Pb, Zn and Cu. Petrological studies
conducted during the quarter have characterised
these elements to be associated with mineralogical
assemblages typical for this style which include gold
and silver as electrum, silver sulphide minerals such
as polybasite, argentite-acanthite, stephanite and
sphalerite, galena, chalcopyrite and tetrahedrite-
tennantite.
At T7, effective mechanisms of Au deposition including
fluid mixing, indicated by the presence of Mn rich
siderite (Image 1) and hypogene kaolinite, have been
recognised during a field review during in January
2019, in zones of elevated Au-Ag mineralisation. This
mechanism is common in other examples of high
Au-Ag grade deposits of this style, many of which are
characterised by intervals of high-grade mineralisation
deposited over large vertical extents of 250 to 400m e.g.
Cerro Moro and San Jose Mine, Argentina and Juanacipio
Mine, Mexico.
Figure 3. Los Domos Project- Plan map showing mapped epithermal vein and host fault structures
9
Annual Report 2019 Review of Operations
Image 1. Example of Manganese (Mn) rich siderite hydrothermal breccia matrix gangue to high-grade
mineralisation in drill-hole LDD-031: 1.3m @ 27.42 g/t Au, 32.2 g/t Ag including. 0.4m @ 78.8 g/t Au, 94.7 g/t Ag
The vein textures and anomalous Au-Ag and pathfinder
element geochemical signatures of many of these new
structures are interpreted to correspond to higher-level
portions of the epithermal system and are interpreted
to represent highly prospective drill targets at depth
in more competent lithologies. Importantly, drilling
completed to date throughout the large areal extent of
Los Domos has tested a relatively minor strike and depth
extension of the mapped structures.
In accordance with Chilean government mining and
exploration regulations and based on the number of
platforms utilised for drilling at Los Domos to date, an
Environmental Impact Study (DIA) is required to conduct
further drilling. Environmental permitting required for
the next phase drilling at Los Domos progressed during
the year for which approvals are expected during the
December 2019 quarter.
During the reporting period, integrated detailed
mapping and sampling and 3D modelling of drill
data collected to date was focused throughout the
approximate 8 km² area extending between the Target
1 to Target 6 areas of the Los Domos Project, as part of
target definition for subsequent drill testing.
The mapping defined a series of new, large scale quartz
vein-breccia structures and served to better define
the structural and lithological controls on gold-silver
mineralisation and elevated pathfinder element
geochemistry discovered to date. Particular attention
during mapping was given to quartz vein +- kaolinite
textures and carbonate pseudomorph replacement,
alteration zonation indicated by clay mineralogy (illite-
smectite) and carbonate, and presence of vein clasts in
interpreted high-level phreatic breccias.
High priority followup drilling will focus on favourable
structural targets comprising the inflection from
north-west to north-south trending portions of the
quartz-breccia structures including those mapped over
an approximate 4km strike length between the T4 to
the T6B Target areas and those extending between T2
and T8, all of which remain untested by drilling. These
targets are characterised by elevated concentrations of
Au-Ag-Sb-Pb-Mo-Hg.
10
Equus Mining Limited Review of Operations
Figure 4. Long section of T7 Target with interpreted true widths and Au equivalent grades, highlighting
holes drilled during the reporting period
11
Annual Report 2019 Review of Operations
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
LDD-042
incl
LDD-043
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
413.25
422.15
274.00
To
m
6.00
6.00
6.00
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
69.45
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
423.95
422.45
282.70
Intercept True Width AuEq(x)
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
6.29
0.18
3.68
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
10.70
0.30
8.70
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
0.63
8.35
0.29
PbEq(x)
%
7.43
4.83
4.60
13.12
17.74
36.64
1.86
4.24
13.59
1.68
2.89
2.85
1.04
1.92
2.40
3.97
3.51
1.87
1.80
3.40
1.87
1.15
1.63
2.43
1.87
4.75
8.72
3.49
3.19
1.07
2.17
5.42
8.43
3.70
7.66
1.39
2.71
2.50
2.61
1.19
2.61
17.32
37.97
6.41
12.63
31.34
8.00
8.83
23.93
8.51
14.48
19.99
23.93
3.30
5.27
3.77
8.43
2.66
7.15
1.19
1.48
1.05
1.56
1.21
1.63
1.80
2.67
1.59
2.61
5.60
9.74
5.65
0.90
1.41
1.33
1.95
2.15
0.84
11.16
0.39
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
0.62
8.17
0.28
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
0.14
3.28
0.18
Ag
g/t
123.34
41.90
18.22
86.55
116.74
248.47
9.25
15.44
47.61
6.47
11.23
11.86
3.51
8.65
9.92
13.07
6.79
5.94
12.20
19.49
6.79
5.94
12.20
19.49
7.61
20.72
35.69
12.33
6.28
6.10
13.52
34.74
45.21
22.28
43.96
8.70
17.64
6.92
9.47
1.95
4.46
15.66
32.23
26.10
53.25
132.46
34.59
38.16
104.26
64.24
108.70
157.31
181.31
9.03
14.44
18.08
44.33
23.20
65.78
4.95
4.14
11.11
22.59
9.48
13.71
13.95
6.06
10.84
13.44
31.80
55.79
44.90
3.97
5.00
6.56
8.48
38.76
6.66
65.60
2.57
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
0.08
1.69
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
0.22
2.33
0.01
Cu
%
N
o
s
i
g
n
i
f
i
c
a
n
t
C
u
g
r
a
d
e
s
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
0.06
0.24
0.03
Table 2. Los Domos Project- T7 Target Drill Intercepts
12
Equus Mining Limited
Cerro Diablo Au-Cu-Ag-Pb Project
The Cerro Diablo Project is located in the interpreted
northwest limit of the world-class Deseado Massif
mineral province, where it extends into southern Chile
(Refer to Figure 2), in a corridor also broadly coincident
with the slightly younger Andean-type arc and back-arc
tectonic belt which host epithermal, skarn, porphyry and
volcanic-hosted massive sulfide (VHMS) style mineral
occurrences.
The Cerro Diablo Au-Ag polymetallic project comprises
a claim package totalling 4,550 hectares located
approximately 25km to the north of the Cerro Bayo
Mine plant. 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. During operation at the nearby Cerro
Bayo Mine, mine concentrates were transported from
the Cerro Bayo Mine via Puerto Ibanez to the export port
facilities at Puerto Aysen.
Cerro Diablo has not received any modern-day
exploration nor drilling prior to the activities by
the Company despite numerous, metallic mineral
occurrences having been recorded historically. There are
two small historic silver-lead mines, namely Mina Alón
and Mina Las Cáscaras, located within the southern area
of the Cerro Diablo project.
Image 2. Cerro Diablo- Example of mineralized
quartz vein breccia structures, Zones 1- 6
Review of Operations
Mineralisation at Cerro Diablo exhibits characteristics
of Intermediate Sulphidation style epithermal precious
and base metal mineralisation. The project area
features extensive hydrothermal alteration and hosts
outcropping precious-base metal bearing veins and
breccias within Jurassic aged volcanic and volcano-
sedimentary rocks and felsic domes (See Images 2).
Notable significant Intermediate Sulphidation style
epithermal precious and base metal deposits in similar
geological settings globally include the Hot Maden gold-
copper deposit in Turkey.
Mapping and sampling to date has defined multiple
zones of extensive, largely structurally controlled
hydrothermal alteration and precious-base metal
epithermal mineralisation throughout a 2.1km x 1.2km
area. During the reporting period, additional mapping
and data analysis has further defined the geometries
and models of high-grade mineralisation throughout
the higher priority zones 1-6 spanning an approximate
800m x 1200m area (Figure 5), in preparation for
maiden scout drill testing. These zones occur within an
array of dominantly northeast to northwest trending
mineralised corridors which host multiphase quartz-
chalcopyrite-pyrite ± jasperoid vein-breccias mapped
over +300m strike length and up to 10m wide.
Significant historic higher-grade rock chip results
reported previously from these zones include:
• Zone 1: 5.4 g/t Au, 6.2 g/t Ag
(Sample No. D00071)
• Zone 2: 100.0 g/t Ag, 1.12% Cu, 20.79% Pb, 19.01% Zn
(Sample No. D10041)
• Zone 3: 1.73 g/t Au, 13.7 g/t Ag, 1.1% Cu
(Sample No. D10050)
• Zone 4: 1.47 g/t Au, 31.1 g/t Ag, 2.69 % Cu
(Sample No. D10138)
• Zone 5: 4.91 g/t Au, 3.8 g/t Ag
(Sample No. D00060)
13
Annual Report 2019 Review of Operations
Figure 5. Cerro Diablo Project-main target mineralised zones
14
Equus Mining Limited Review of Operations
Coal Assets
Equus Mining maintained interests in the Magallanes
coal basin until March 2019 however, no work was
undertaken at the Company’s Mina Rica and Rubens
thermal coal projects during the 2019 year. The Company
discontinued pursuing strategic options in relation to
the assets and claim tenure has lapsed. 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 and Cerro Diablo precious and base metal project
is based on information compiled by Damien Koerber.
Mr Koerber is a fulltime employee of 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
a shareholder of Equus Mining Limited 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.
15
Annual Report 2019 Review of Operations
No Material Changes
Equus Mining Limited confirms that it is not aware of any new information or data that materially affects the
information included in this Annual Report and that all information continues to apply.
(i) All the material assumptions underpinning exploration results for sample numbers LD00001 to LD00102 are outlined in
Table 1 and Appendix 1 in the initial public report titled Los Domos Gold-Silver project (see ASX release dated 25 October
2016) and continue to apply and have not materially changed.
(ii) All the material assumptions underpinning exploration results for sample numbers LD00103 to LD00205 are outlined
in Table 1 and Appendix 1 in the December 2016 Quarterly Activities Report (see ASX release dated 31 January 2017)
continue to apply and have not materially changed.
(iii) All the material assumptions underpinning exploration results for sample numbers LD00206 to LD00382 are outlined
in Table 1 and Appendix 1 in the report titled Los Domos Gold-Silver Project High Grade Assay Results (see ASX release
dated 3 March 2017) continue to apply and have not materially changed.
(iv) All the material assumptions underpinning exploration results for sample numbers LD00283 to LD00400 are outlined
in Table 1 and Appendix 1 in the report titled Los Domos Gold-Silver Project Yields Further High-Grade Assay Results (see
ASX release dated 31 March 2017) continue to apply and have not materially changed.
(v) All the material assumptions underpinning exploration results for sample numbers LDD0001 to LDD00050 are outlined
in Table 1 in the report titled Significant High-Grade Assays From Shallow Depth Intercept In First Drill Hole At Los Domos
Gold-Silver Project (see ASX release dated 12 July 2017) continue to apply and have not materially changed.
(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).
(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
AuEq(g/t)= Au(g/t)
+
Pb(%)
x
+
Ag(g/t)
x
+ Zn(%)x
+ Cu(%) x
1 Pb(%) xP b
1 Au(g/t)xA u
1 g( )x Ag
1 Au(g/t)xA u
1 Zn(%) xZ n
1 Au(g/t)xA u
1 Cu(%) xC u
1 Au(g/t)xA u
v
v
v
v
(%)
(%)
(%)
(%)
(%)
(%)
(%)
(%)
ZnEq(%)=
Zn(%) + Au(g/t)x
+ Ag(g/t)x
+ Pb(%)x
+ Cu(%) x
)x Au
1 u(
1 Zn(%) xZ n
1 g( )x Ag
1 Zn(%) xZ n
1 Pb(%) xP b
1 Zn(%) xZ n
1 Cu(%) xC u
1 Zn(%) xZ n
v
v
v
v
(%)
(%)
(%)
(%)
(%)
(%)
(%)
(%)
16
Equus Mining Limited (x)Gold and Zinc Equivalent Calculation Formulae & Assumptions – Intermediate Sulphidation Epithermal
Review of Operations
Price *
Recovery
Metal
Gold
Silver
Lead
Zinc
US$1200 per ounce
US$18 per ounce
US$2700 per tonne
US$3700 per tonne
93.2%
99.6%
99.7%
99.4%
90.0%
Copper
US$6300 per tonne
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
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
mineralisation whereby a new dominant metal emerges for
a target, equivalent metal reporting will change to reflect
that new dominant metal.
(xi) www.mandalayresources.com
(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.
1717
Annual Report 2019 Review of Operations
(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.
(xviii) All the material assumptions underpinning exploration results for sample numbers LDD2339 to LDD2411 are outlined
in Table 1 in the report titled Latest Drill Results Demonstrates Extension of T7 Target at Los Domos Project (see ASX release
dated 29 April 2019) continue to apply and have not materially changed.
Yours sincerely
John Braham
Executive Director
Dated this 27th day of September 2019
CORPORATE GOVERNANCE STATEMENT
The Board is committed to maintaining the highest standards of Corporate Governance. Corporate Governance is about
having a set of core values and behaviours that underpin the Company’s activities and ensure transparency, fair dealing
and protection of the interests of stakeholders. The Company has reviewed its corporate governance practices against
the Corporate Governance Principles and Recommendations (3rd edition) published by the ASX Corporate Governance
Council.
The 2019 corporate governance statement is dated 27 September 2019 and reflects the corporate governance practices
throughout the 2019 financial year. The board approved the 2019 corporate governance on 18 September 2019. 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/.
18
Equus Mining Limited Directors’ Report
The Directors present their report, together with the consolidated financial statements of the Group, comprising of
Equus Mining Limited (‘Equus’ or ‘the Company’) and its controlled entities for the financial year ended 30 June 2019
and the auditor’s report thereon.
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
John Richard Braham, Executive Director
Director since 13 November 2018
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.
Mr Braham is an experienced Mining Finance and
Investment professional with a 24-year career at
Macquarie Bank, the last 11 of which were as an
Executive Director within the Mining Finance Division.
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.
Mr Lochtenberg is currently Non-Executive Director
of public listed company Nickel Mines Limited and a
Director of Australian Transport, Energy Corridor Pty
Limited, (ATEC). 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.
He has not served as a director of any other listed
company during the past three years.
John built and ran a successful mining finance business
in New York for Macquarie Bank from 2001 to 2008,
providing capital to the junior mining industry. This
involved providing debt and equity to exploration
companies and mine developers in both North and South
America including companies operating in Argentina,
Peru and Chile.
On returning to Australia, John built from scratch
a successful bulk commodity finance business for
Macquarie Bank which he ran from 2008 to 2015 based
in Sydney. He was made co-head of Macquarie’s global
Mining Finance business in 2016. John left Macquarie
Bank in 2017 to be Principal of JR Braham Consulting Pty
Ltd which provides advice to junior resource companies
seeking capital.
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
Mr 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.
19
Annual Report 2019 Directors’ Report
Robert Ainslie Yeates, Non-Executive Director
Director since 20 July 2015
Dr 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 from 2016 to 2019
he was 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.
Edward Jan Leschke, Managing Director
Director since 5 September 2012 – Resigned 13
November 2018.
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.
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.
20
Equus Mining Limited Directors’ Report
DIRECTORS’ MEETINGS
OPTION HOLDINGS
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
John R. Braham
Juerg M. Walker
Robert A. Yeates
Board Meetings
Held
Attended
6
3
6
6
6
3
4
6
DIRECTORS’ INTERESTS
Directors’ beneficial shareholdings at the date of this
report are:
Director
Fully Paid
Ordinary
Shares
Options
over ordinary
shares
Mark H. Lochtenberg
36,360,781
John R. Braham
Juerg M. Walker
Robert A. Yeates
5,000,000
8,297,861
3,340,909
-
-
-
-
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.
At the General Meeting held on 18 September 2019,
the Company received shareholders’ approval to
issue 15,000,000 unlisted options to John Braham as
remuneration post year end. At the date of this report,
the options are yet to be issued.
Unissued shares under option
At the date of this report, the Company does not have
options on issue over ordinary shares (2018: nil options)
21
Annual Report 2019 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 2019 is outlined below.
EQUUS MINING LIMITED – GROUP STRUCTURE AT 30 JUNE 2019
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.
22
Equus Mining Limited Directors’ Report
PRINCIPAL ACTIVITIES
DIVIDENDS
The principal activities of the Group during the course of
the financial year included the:
• Execution of a non-binding Heads of Agreement with
Mandalay Resources Corporation for a 3-year option
to acquire all the mining properties, resources and
mine infrastructure of the Cerro Bayo Mine which
is owned by Compania Minera Cerro Bayo Ltd, a
wholly-owned subsidiary of Mandalay Resources.
Prior to execution, a comprehensive review of mine
and exploration data was initiated to confirm
the interpretation of the Group that significant
potential for the discovery of further resources exists
throughout the mine properties.
• Exploration including drilling and environmental
studies required for permits for further drilling at
the Company’s Los Domos gold-silver project located
in Chile’s XI Region. Additionally, conclusion of the
acquisition of 100% interest in exploration claims
held by Terrane Minerals SpA and, subsequent to
the financial year-end, the Company incorporated
a Joint Venture company with Patagonia Gold SCM
titled Equus Patagonia SpA, which completed the
novation of the Company´s 75% interest in mining
concessions owned by Patagonia Gold SpA, earned
via the acquisition of Terrane Minerals SpA.
• Further exploration at the Cerro Diablo Project
comprising detailed mapping and rock-chip
geochemistry in preparation for maiden drill testing.
FINANCIAL RESULTS
The consolidated loss after income tax attributable to
members of the Company for the year was $942,751
(2018: $2,142,214 loss).
REVIEW OF OPERATIONS
The Directors do not recommend the payment of a
dividend in respect of the financial year ended 30 June
2019. No dividends have been paid or declared during
the financial year (2018 - $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 2019 were as follows:
• On 5 October 2018, the Company issued 95,000,000
new ordinary shares under a placement at an issue
price of $0.02 per share for a total consideration of
$1,900,000 before costs.
• On 29 October 2018, the Company issued 14,100,000
new ordinary shares under a share purchase plan
at an issue price of $0.02 per share for a total
consideration of $282,000 before costs.
• On 13 November 2018, Mr John Braham was
appointed as Executive Director of the Equus and Mr
Edward Leschke resigned as Managing Director of
the Company.
• On 4 December 2018, the Company issued 5,000,000
new ordinary shares under a placement at an issue
price of $0.02 per share for a total consideration of
$100,000 before costs.
• On 31 December 2018, the Company issued
28,812,500 new ordinary shares at an issue price of
$0.012 per share in consideration for the acquisition
of the Electrum exploration licences in Los Domos
Project.
• On 25 June 2019, the Company executed a non-
binding heads of agreement with Mandalay
Resources Corporation for an option to acquire
Mandalay’s Cerro Bayo mine project in Chile.
A review of the Group’s operations for the year ended
30 June 2019 is set out on pages 3 to 18 of this Annual
Report.
Other than the matters detailed above, there were no
other significant changes in the affairs of the Company
during the year.
23
Annual Report 2019 Directors’ Report
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. Prior to the
recommencement of drilling at the Los Domos Project,
approval of an Environmental Impact Statement (DIA) is
required. Environmental and related studies as part of
the Environmental Impact Statement are being finalized
in the period subsequent to the financial year-end, for
which approvals are expected during the December 2019
quarter.
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.
LIKELY DEVELOPMENTS
During the course of the 2020 financial year, and
pending signing of the definitive agreement for the
option to acquire the Cerro Bayo Mine, the Company will
focus on drilling programs throughout the Cerro Bayo,
Los Domos and potentially the Cerro Diablo Project and
its ongoing strategic assessment of additional areas
of exploration interest in the vicinity of the Cerro Bayo
Mine infrastructure. The Directors expect to receive
results of future exploration programs at Cerro Bayo, Los
Domos and the Cerro Diablo gold-silver and polymetallic
projects, which they will make public in accordance with
ASX listing rules once the information is received.
Further information as to likely developments in the
operations of the Group and the expected results of
those operations in subsequent years have not been
included in this report because disclosure of this
information would be likely to result in unreasonable
prejudice to the Group.
EVENTS SUBSEQUENT TO BALANCE DATE
On 1 August 2019, the Company announced a placement
to institutional investors to raise up to $4.5 million by
the issue of 450 million shares at an issue price of $0.01.
The placement is made up of two tranches, tranche one
completed on 8 August 2019 raised $1,345,915 before
costs by the issue of 134,591,529 ordinary shares.
For tranche two, the Company obtained approval at
a shareholders’ meeting for the issue of 315,408,471
ordinary shares at $0.01 to raise $3,154,085. The issue of
the shares under tranche 2 is expected to be completed
in October 2019.
On 1 August 2019, the Company announced a Non-
Renounceable rights issue offer to existing shareholders
to subscribe for 1 share for every 17 shares held. The
shares were offered at $0.01 per share and the offer
was fully subscribed. The company issued 52,780,992
ordinary shares and raised $527,810 before costs.
On 13 August 2019, following completion of a drilling
program of 1,179 metres by Equus on the mining
concessions owned by Patagonia Gold Sociedad
Contractual Minera (‘Patagonia’), the parties
incorporated a joint venture company “Equus Patagonia
SpA”. Equus by completing the drilling program earned
75% equity interest in the newly formed company
and Patagonia transferred title of three mining
concessions, Pedregoso I, Pedregoso VII and Honda 20 as
consideration for payment for 25% equity interest.
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.
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.
24
Equus Mining Limited Directors’ Report
REMUNERATION REPORT - Audited
Principals of compensation - Audited
Key management personnel have authority and responsibility for planning, directing and controlling the activities of
the Group. Key management personnel comprise the directors of the Company. No other employees have been deemed
to be key management personnel.
The remuneration policy of Directors and senior executives is to ensure the remuneration package properly reflects
the persons’ duties and responsibilities, and that remuneration is competitive in attracting, retaining and motivating
people of the highest quality. The Board is responsible for reviewing its own performance. The evaluation process is
designed to assess the Group’s business performance, whether long-term strategic objectives are being achieved, and
the achievement of individual performance objectives.
The Constitution and ASX Listing Rules specify that the aggregate remuneration of Non-Executive Directors shall be
determined from time to time by a general meeting. The latest determination was at a shareholders meeting on 29
November 2005 when the shareholders approved an aggregate remuneration of $200,000 per year.
Remuneration generally comprises of salary and superannuation. Long-term incentives are able to be provided
through the Company’s share option program, which acts, to align the Director’s and senior executive’s actions with
the interests of the shareholders, no options were granted or outstanding to key management personnel for the year
ended 30 June 2019, or in the prior year. The remuneration disclosed below represents the cost to the Group for services
provided under these arrangements.
John Braham and Mark Lochtenberg are paid through the Company’s payroll. All other Directors services are paid by way
of an arrangement with related parties.
There were no remuneration consultants used by the Company during the year ended 30 June 2019, or in the prior year.
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.
2019
$
2018
$
2017
$
2016
$
2015
$
Net loss attributable to equity holders of the parent
942,751
2,142,214
899,548
3,573,850
1,048,648
Dividends paid
Change in share price
-
(0.02)
-
-
-
0.02
-
(0.01)
-
0.01
The overall level of key management personnel’s compensation has been determined based on market conditions, the
advancement of the Group’s projects and the financial performance of the Group.
25
Annual Report 2019 Directors’ Report
REMUNERATION REPORT - Audited (Cont’d)
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:
Executive Directors
John Braham (2)
Edward Leschke (3)
Non-Executive Directors
Robert Yeates
Juerg Walker
Mark Lochtenberg
Total all directors
Year
2019
2018
2019
2018
2019
2018
2019
2018
2019
2018
2019
2018
Primary
Salary / Fees
$
Superannuation
$
Share-Based
Payments
Options
$
Other Long
Term
$
75,333
-
62,899
157,437
30,000
30,000
30,000
30,000
30,000
30,000
228,232
247,437
5,890
-
5,243
14,250
-
-
-
-
2,850
2,850
13,983
17,100
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1) 2,302
-
-
-
-
-
-
-
2,302
Total
$
81,223
-
68,142
173,989
30,000
30,000
30,000
30,000
32,850
32,850
242,215
266,839
(1) Represents amounts accrued for long service leave entitlements.
(2) Appointed as Director on 13 November 2018.
(3) Resigned as Director on 13 November 2018.
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.
Executive Directors
During the financial year ended 30 June 2019, only John Braham was considered an Executive Director. His
remuneration for the year ended 30 June 2019 comprised of fixed remuneration plus 9.5% statutory superannuation
paid through the Company’s payroll. Subsequent to year end, the Company received shareholder approval to issue
15,000,000 unlisted options to Mr Braham as part of his remuneration. The terms and conditions of the options are
outlined below. At the date of this report, the options are yet to be issued.
26
Equus Mining Limited Directors’ Report
REMUNERATION REPORT - Audited (Cont’d)
Non Executive Directors
During the financial year ended 30 June 2019, 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 were no options over ordinary shares granted to Directors as remuneration during the year ended 30 June 2019 or
2018.
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 2019 and 2018 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
2019 and 2018 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.
At the General Meeting held on 18 September 2019, the Company received shareholders’ approval to issue 15,000,000
unlisted options to John Braham as equity based remuneration. The terms of the options are:
• The options may be allotted immediately following shareholder approval and in any event, within one month
following the close of the General Meeting. The options are yet to be allotted at the date of this report;
• Each Option entitles the holder to subscribe for and be allotted one fully paid ordinary share. The options are
exercisable at any time after the vesting date and before the expiry date;
• The vesting date of the options is immediately following shareholder approval of the grant;
• The exercise price and expiry date of the options is as follows;
> $0.03 for the first tranche of 5,000,000 options expiring on 13 November 2020;
> $0.05 for the second tranche of 5,000,000 options expiring on 13 November 2021;
> $0.07 for the third tranche of 5,000,000 options expiring on 13 November 2023.
27
Annual Report 2019
Directors’ Report
REMUNERATION REPORT - Audited (Cont’d)
Loans to key management personnel and their related parties
There were no loans made to key management personnel or their related parties during the 2019 and 2018 financial
years and no amounts were outstanding at 30 June 2019 (2018 - $nil).
Other transactions with key management personnel
There were no other transactions with key management personnel or their related parties during 2019.
At 30 June 2019, the amount outstanding for salaries, superannuation and directors fees was $7,500 (2018: $ Nil).
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 personnel, including their related parties, is as follows:
Fully paid ordinary shareholdings and transactions - 2019
Key management personnel
Held at
30 June 2018
Purchases
Sales
Other
Held at
30 June 2019
Mark H. Lochtenberg
John R. Braham *
Edward J. Leschke **
Juerg M. Walker
Robert A. Yeates
31,360,781
5,000,000
N/A
-
34,768,889
200,000
8,297,861
2,590,909
-
750,000
-
-
-
-
-
-
36,360,781
5,000,000
5,000,000
-
-
-
N/A
8,297,861
3,340,909
* Number of shares held at date of appointment as a Director
** Number of shares held up until date of resignation as a Director
End of remuneration report.
28
Equus Mining Limited Directors’ Report
NON-AUDIT SERVICES
During the year ended 30 June 2019 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
2019
$
2018
$
-
-
Audit and review of financial statements
82,920
77,700
AUDITOR’S INDEPENDENCE DECLARATION
The lead auditor’s independence declaration is set out on page 30 and forms part of the Directors’ Report for the
financial year ended 30 June 2019.
82,920
77,700
Signed at Sydney this 27th day of September 2019
in accordance with a resolution of the Board of Directors:
Mark H. Lochtenberg
Chairman
John R. Braham
Executive Director
29
Annual Report 2019 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 2019 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 contravention of any applicable code of professional conduct in relation to the audit.
KPM_INI_01
KPMG
Jason Adams
Partner
Brisbane
27 September 2019
30
26 | Page
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
Equus Mining Limited Consolidated Statement of Profit or Loss and
Other Comprehensive Income
For the Year Ended 30 June 2019
Notes
2019
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)
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
Items that will not be classified subsequently to profit or loss
Net change in fair value of equity instruments at fair value
through other comprehensive income
Total other comprehensive income
Total comprehensive loss for the year
Earnings per share
4
10
4
5
5
6
13
13
$
*RESTATED
$
-
52,230
(521,602)
(446,839)
-
(1,454,070)
(16,001)
(418,164)
(955,767)
13,016
-
13,016
(40,572)
(341,138)
(2,230,389)
88,175
-
88,175
(942,751)
(2,142,214)
-
-
(942,751)
(2,142,214)
65,682
65,682
262,660
262,660
73,427
73,427
139,109
(63,422)
(63,422)
199,238
(803,642)
(1,942,976)
Basic and diluted loss per share (dollars)
14
(0.001)
(0.003)
* Restated on initial application of AASB 9 – refer note 9
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction
with the accompanying notes.
31
Annual Report 2019 Consolidated Statement of Financial Position
As at 30 June 2019
Current Assets
Cash and cash equivalents
Receivables
Total Current Assets
Non-Current Assets
Other financial assets
Exploration and evaluation expenditure
Total Non-Current Assets
Total Assets
Current Liabilities
Payables
Total Current Liabilities
Total Liabilities
Net Assets
Equity
Share capital
Fair value reserve
Foreign currency translation reserve
Accumulated losses
Total Equity
* Restated on initial application of AASB 9 – refer note 9
Notes
2019
2018
$
398,819
14,513
413,332
370,179
5,228,559
5,598,738
6,012,070
190,343
190,343
190,343
*RESTATED
$
658,568
19,095
677,663
305,660
3,689,281
3,994,941
4,672,604
585,236
585,236
585,236
5,821,727
4,087,368
116,371,685
113,833,684
745,532
(203,983)
672,105
(269,665)
(111,091,507)
(110,148,756)
5,821,727
4,087,368
7
8
9
10
11
12
13
13
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
32
Equus Mining Limited Consolidated Statement of Changes in Equity
For the Year Ended 30 June 2019
Share
Capital
$
Accumulated
Losses
$
Other
Reserves
$
Foreign
Currency
Translation
Reserve
$
Total
Equity
$
Balance at 1 July 2017
Restated AASB9 (note 9)
110,921,315 (107,647,008)
434,405
(532,325) 3,176,387
-
(359,534)
359,534
-
-
Restated balance at 1 July 2017
110,921,315 (108,006,542)
793,939
(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
-
-
-
(2,142,214)
-
-
(2,142,214)
-
(63,422)
262,660
199,238
(2,142,214)
(63,422)
262,660 (1,942,976)
Ordinary shares issued
Transaction costs on issue of shares
Exercise of options
Balance at 30 June 2018
2,957,336
(176,703)
131,736
-
-
-
-
-
(58,412)
-
-
-
2,957,336
(176,703)
73,324
113,833,684 (110,148,756)
672,105
(269,665) 4,087,368
Balance at 1 July 2018
Profit/(Loss) for the year
Total other comprehensive income / (loss)
Total comprehensive profit/(loss) for the year
Transactions with owners recorded directly in equity
113,833,684 (110,148,756)
672,105
(269,665) 4,087,368
-
-
-
(942,751)
-
(942,751)
-
73,427
73,427
-
(942,751)
65,682
139,109
65,682
(803,642)
Ordinary shares issued
Transaction costs on issue of shares
2,627,750
(89,749)
-
-
-
-
-
-
2,627,750
(89,749)
Balance at 30 June 2019
116,371,685 (111,091,507)
745,532
(203,983) 5,821,727
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
33
Annual Report 2019 Consolidated Statement of Cash Flows
For the Year Ended 30 June 2019
Notes
Cash flows from operating activities
Cash payments in the course of operations
Net cash used in operations
Interest received
Net cash used in operating activities
15
Cash flows from investing activities
Payments for exploration and development expenditure
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
Cash and cash equivalents at 30 June
15
2019
$
(904,289)
(904,289)
11,179
(893,110)
2018
$
(895,347)
(895,347)
18,060
(877,287)
(1,569,635)
(2,704,387)
8,908
252,382
(1,560,727)
(2,452,005)
2,282,000
(89,749)
2,192,251
(261,586)
658,568
1,837
398,819
3,017,844
(163,887)
2,853,957
(475,335)
1,120,683
13,220
658,568
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
34
Equus Mining Limited Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2019
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 2019 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 27 September 2019.
(b) Basis of measurement
The consolidated financial statements have been prepared on the historical cost basis except for certain 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 $2,192,251 (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 $942,751 for the year ended 30 June 2019
and has accumulated losses of $111,091,507 as at 30 June 2019. The Group has cash on hand of $398,819 at 30 June
2019 and used $2,462,745 of cash in operations, including payments for exploration and evaluation, for the year ended
30 June 2019.
Since the end of the financial year, Equus raised $1,873,725 through a rights issue and tranche one of a two tranche
share placement. On 18 September 2019, the Company obtained approval from shareholders at a General Meeting for
tranche two of the share placement which allows it to raise further funding of $3,154,085, The additional funding will
be required to enable the Group to pursue its plans for the Cerro Bayo project and meet the Group’s projected cash
outflows for a period of 12 months from the date of the directors’ declaration.
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 completes tranche 2 of the share placement to enable it to pursue its
plans for the Cerro Bayo project. If such funding is not achieved, the Group plans to reduce expenditure to the level of
funding available.
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. These conditions give rise to a
material uncertainty that may cast significant doubt upon the Group’s ability to continue as a going concern.
35
Annual Report 2019 Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2019
2. BASIS OF PREPARATION (Cont’d)
(d) Going concern (Cont’d)
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.
(e) Use of estimates and judgements
The preparation of the consolidated financial statements in conformity with AASBs 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 10 - Exploration and evaluation expenditure.
3. SIGNIFICANT ACCOUNTING POLICIES
(a) Changes in 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, except for the adoption of new
standards effective as of 1 July 2018. The Group applies, for the first time, AASB 9 Financial Instruments and AASB 15
Revenue from Contracts with Customers.
Adoption of AASB 9 impacted how the Group classifies certain financial instruments (refer note 9). Assets previously
classified as available for sale financial assets are now classified as equity instruments at fair value through other
comprehensive income (FVOCI). The change in accounting policy has been applied retrospectively and comparative
information has been restated. There were no changes to the measurement of the Group’s financial asses except that
changes in the fair value of equity instruments at FVOCI are no longer permitted to be reclassified to profit or loss upon
derecognition. There were no changes in the classification or measurement of the Group’s financial liabilities.
AASB 15 establishes a framework for determining whether, how much and when revenue from contracts with
customers is recognised. The core principle is that revenue must be recognised when control of the goods or services is
transferred to the customer, at the transaction price. The Group’s accounting policies in relation to revenue have been
aligned to the new standard, which has had no impact on the financial report of the Group.
(b) Finance income and finance costs
Finance income comprises interest income on funds invested, dividend income. 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. 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.
36
Equus Mining Limited Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2019
3. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
(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.
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
Recognition and initial measurement
The Group initially recognises trade receivables on the date that they are originated. All other financial assets 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.
Classification and subsequent measurement – Policy applicable from 1 July 2018
On initial recognition, a financial asset is classified as measured at:
• Amortised cost;
• Fair value through other comprehensive income – equity investment; or
• Fair value through profit or loss.
Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business
model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the
first reporting period following the change in the business model.
37
Annual Report 2019 Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2019
3. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
(d) Financial instruments (Cont’d)
A financial asset is measured at amortised cost if it meets both the following conditions and is not designated as fair
value through profit or loss:
•
•
It is held within a business model whose objective is to hold assets to collect contractual cash flows; and
Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on
the principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present
subsequent changes in the investment’s fair value through OCI. This election is made on an investment-by-investment
basis.
All financial assets not classified as measured at amortised cost or fair value through other comprehensive income
as described above are measured at fair value through profit or loss. This includes all derivative financial assets. On
initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be
measured at amortised cost or at fair value through other comprehensive income as at fair value through profit or loss
if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
Subsequent measurement and gains and losses – Policy applicable from 1 July 2018
Financial assets at amortised cost
Equity instruments at fair value
through other comprehensive income
These assets are subsequently measured at amortised cost using the effective
interest method. The amortised cost is reduced by impairment losses. Interest
income, foreign exchange gains and losses and impairment are recognised in
profit or loss. Any gain or loss on derecognition is recognised in profit or loss.
These assets are subsequently measured at fair value. Dividends are recognised
as income in profit or loss unless the dividend clearly represents a recovery of
part of the cost of the investment. Other net gains and losses are recognised in
other comprehensive income and are never reclassified to profit or loss.
Classification and subsequent measurement – Policy before 1 July 2018
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified
in this category if acquired principally for the purpose of selling in the short term. Derivatives are classified as held
for trading unless they are designated as hedges. Assets in this category are classified as current assets if they are
expected to be settled within 12 months; otherwise, they are classified as non-current. Financial assets at fair value
through profit or loss are measured at fair value and changes therein, which take into account any dividend income, are
recognised in profit or loss.
Amortised cost
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.
38
Equus Mining Limited Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2019
3. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
(d) Financial instruments (Cont’d)
Held-to-maturity investments
Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed
maturities that the Group’s management has the positive intention and ability to hold to maturity. Held-to-maturity
financial assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent
to initial recognition, held-to-maturity financial assets are measured at amortised cost using the effective interest
method, less any impairment losses. Held-to-maturity financial assets are included in non-current assets, except for
those with maturities less than 12 months from the end of the reporting period, which are classified as current assets.
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
Financial liabilities are measured at amortised cost.
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 loans and borrowings and trade and other payables.
Share Capital
Ordinary Shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are
recognised as a deduction from equity, net of any tax effects.
(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.
39
Annual Report 2019 Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2019
3. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
(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
The Group recognises loss allowances to an amount equal to lifetime expected credit losses (ECLs), except for the
following, which are measured at 12-month ECLs:
• Debt securities that are determined to have a low credit risk at the reporting date; and
• Other debt securities and bank balances for which credit risk (i.e the risk of default occurring over the expected life
of the financial instrument) has not increased significantly since initial recognition.
Loss allowances for trade receivables and contract assets are always measured at an amount equal to lifetime ECLs.
Measurement of ECLs
ECLs are a probability weighted estimate of credit losses. Credit losses are measured as the present value of all cash
shortfalls. ECL’s are discounted at the effective interest rate of the financial asset.
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.
40
Equus Mining Limited Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2019
3. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
(i) Income tax (Cont’d)
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 the reporting 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 investments in equity securities designated as FVOCI, 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.
41
Annual Report 2019 Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2019
3. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
(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.
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
Executive 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 Executive 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 Executive 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.
42
Equus Mining Limited Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2019
3. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
(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.
(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) 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.
43
Annual Report 2019 Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2019
4. LOSS FROM OPERATING ACTIVITIES
Other income
Recognised in profit or loss
Gain on disposal of subsidiary
Other expenses
Administration costs
Audit and review services – KPMG
Accounting and secretarial fees
Legal fees
Commissions
Insurance
ASIC and ASX fees
Share registry fees
Rent
5. FINANCE INCOME AND FINANCE COSTS
Recognised in profit and loss
Interest income on cash deposits
Gain on settlement of other financial asset
Foreign exchange gain / (loss)
2019
$
2018
$
-
-
71,745
82,920
45,407
70,665
-
32,108
40,761
14,558
60,000
52,230
52,230
44,736
77,700
44,610
37,244
10,691
13,915
34,779
17,463
60,000
418,164
341,138
11,179
-
1,837
13,016
18,060
56,895
13,220
88,175
Net finance income/(costs) recognised in profit or loss
13,016
88,175
Recognised in other comprehensive income
Net change in fair value of equity instruments at fair value
Finance cost recognised in other comprehensive income, net of tax
73,427
73,427
(63,422)
(63,422)
44
Equus Mining Limited Notes to the Consolidated Financial Statements
INCOME TAX EXPENSE
6.
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 2019
2019
2018
*RESTATED
$
$
79,023
(197,285)
-
-
(79,023)
197,285
-
-
942,751
2,142,214
(259,257)
(589,109)
44,970
-
183,266
31,021
-
478,563
245,911
237,136
(372,501)
-
6,131,868
3,613,649
43,531
6,394,158
3,430,383
68,739
9,789,048
9,893,280
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.
2019
$
141,714
257,105
398,819
2018
$
278,934
379,634
658,568
14,513
19,095
45
Annual Report 2019 Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2019
9.
INVESTMENTS
At 30 June 2019, the Group holds 1,368,300 shares (30 June 2018: 1,396,300) in Blox Inc., a US over the counter traded
company at which had a closing share price of US$0.19 at 30 June 2019 (30 June 2018: US$0.1621).
AASB 9 requires that, subject to initial recognition, an entity recognises its financial assets at amortised cost or fair
value, depending on the entity’s business model for managing the financial assets and the contractual characteristics
of the financial assets. Following the adoption of AASB 9, the Group classifies its investments as follows:
30 June 2019
$
30 June 2018
$
Equity instruments at fair value through other comprehensive income
Equity securities – Investment in Blox Inc.
370,179
305,660
Equity instruments at fair value through other comprehensive income are equity instruments which the Group intends
to hold for the foreseeable future, and for which an irrevocable election to classify as such upon transition to AASB 9
has been made. Any dividends received are recognised as income in profit or loss unless the dividend clearly represents
a recovery of part of the cost of the investment. Other net gains and losses are recognised in the fair value reserve in
OCI and are never reclassified to profit or loss.
Impact of AASB 9
Statement of profit or loss and other comprehensive income
Finance Income
Finance Costs
Loss for the year
30 June 2018
(originally
presented)
$
Adoption
of AASB 9
$
30 June 2018
(restated)
$
335,511
(102,424)
(247,336)
102,424
88,175
-
(1,997,302)
(144,912)
(2,142,214)
Net change in fair value of avaliable for sale financial assets
30,906
(30,906)
Net change in fair value transferred to profit or loss on
disposal of avaliable for sale financial assets
Net change in fair value of equity insturments at fair value
through other comprehensive income
Total other comprehensive income
Statement of Financial Position
Fair Value Reserve
Accumulated Losses
(239,240)
239,240
-
54,326
(63,422)
144,912
(63,422)
199,238
167,659
504,446
672,105
(109,644,310)
(504,446)
(110,148,756)
-
-
The initial application of AASB 9 had no impact on the Group’s cash flow statement in the current or comparative
period.
Movement during the period
Opening balance
Additions
Disposal
Net change in fair value
Equity securities – at fair value through other comprehensive income
2019
$
305,660
-
(8,908)
73,427
370,179
2018
$
403,093
218,348
(252,359)
(63,422)
305,660
46
Equus Mining Limited Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2019
10. 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
Balance carried forward
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
2019
$
2018
$
-
-
5,173,477
3,650,684
55,082
38,597
5,228,559
3,689,281
-
-
-
-
-
3,650,684
1,441,309
81,484
1,395,431
3,883
(1,454,070)
54,756
-
501,607
3,121,704
27,373
5,173,477
3,650,684
38,597
15,603
882
55,082
-
38,593
4
38,597
5,228,559
3,689,281
During the year, the Company issued 28,812,500 ordinary shares to Terrane Minerals SpA as consideration for the
acquisition of the Electrum exploration licences in Los Domos gold-silver project.
During the prior 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
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.
11. TRADE AND OTHER PAYABLES
Current liabilities
Trade creditors and accruals
Employee leave entitlements
2019
$
2018
$
180,356
9,987
190,343
575,496
9,740
585,236
47
Annual Report 2019 Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2019
12. ISSUED CAPITAL
897,276,863 (2018: 754,364,363) fully paid ordinary shares
2019
$
2018
$
116,371,685
113,833,684
2019
2018
Nº
$
Nº
$
(a) Fully paid ordinary shares
Balance at beginning of financial year
754,364,363
113,833,684
668,206,427
110,921,315
Issued ordinary shares 20 September 2017 for $0.020
Issued ordinary shares 27 October 2017 for $0.037
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)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Issued ordinary shares 5 October 2018 for $0.02
95,000,000
1,900,000
Issued ordinary shares 29 October 2018 for $0.02
14,100,000
Issued ordinary shares 4 December 2018 for $0.02
5,000,000
Issued ordinary shares 31 December 2018 for $0.012
28,812,500
282,000
100,000
345,750
Less cost of issue
-
(89,749)
6,974,618
139,492
64,549,828
2,388,344
7,054,054
4,554,054
1,743,655
1,281,727
-
-
-
-
-
-
261,000
168,500
34,873
25,634
71,229
-
-
-
-
(176,703)
897,276,863
116,371,685
754,364,363
113,833,684
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 2019, the Company did not issue options and no options remain on issue (2018 option
nil).
48
Equus Mining Limited Notes to the Consolidated Financial Statements
13. RESERVES
Fair value reserve (a)
Foreign currency translation reserves (b)
Equity based compensation reserve (c)
Movements during the period:
(a) Fair value reserve
Balance at beginning of period
Net change in fair value
Balance at end of period
(b) 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
(c) Equity based compensation reserve
Balance at beginning of period
Sahre based payment – vested share options
Exercised options
Balance at end of period continuing operations
Nature and purpose of reserves
Fair value reserve:
For the Year Ended 30 June 2019
2019
$
2018
*RESTATED
$
745,532
(203,983)
-
672,105
(269,665)
-
541,549
402,440
672,105
73,427
745,532
735,527
(63,422)
672,105
(269,665)
(532,325)
-
65,682
215,782
46,878
(203,983)
(269,665)
-
-
-
-
58,412
12,817
(71,229)
-
The fair value reserve comprises the cumulative net change in the fair value of equity securities designated at fair value
through other comprehensive income.
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.
49
Annual Report 2019 Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2019
2019
$
2018
*RESTATED
$
14. 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
(942,751)
(2,142,214)
Weighted average number of ordinary shares (basic and diluted)
Issued ordinary shares at beginning of year
Effect of shares issued (Note 12)
Weighted average ordinary shares at the end of the year
754,364,363
668,206,427
96,580,941
56,966,205
850,945,304
725,172,632
As the Group is loss making, none of the potentially dilutive securities are currently dilutive in the calculation of total
earnings per share.
15. RECONCILIATION OF CASH FLOWS FROM OPERATING
ACTIVITIES
Cash flows from operating activities
Loss for the year
Non-cash items
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
2019
$
2018
*RESTATED
$
(942,751)
(2,142,214)
-
(1,837)
-
-
248
4,582
-
46,648
(893,110)
(56,895)
(13,220)
1,454,070
(52,230)
9,739
17,159
86,347
(180,043)
(877,287)
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
398,819
658,568
50
Equus Mining Limited Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2019
16. 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 2019 and 2018, 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.
17. 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
2019
$
228,232
13,983
-
242,215
2018
$
247,437
17,100
2,302
266,839
At 30 June 2019 $7,500 fees were outstanding (2018 – $2,500). 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.
18. 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.
51
Annual Report 2019 Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2019
18. FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS DISCLOSURE (Cont’d)
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 $398,819 for its immediate
use.
The following are the contractual maturities of financial liabilities:
Financial liabilities
Trade and other payables
30 June 2019
30 June 2018
Carrying
amount
$
Contractual
cash flows
$
Less than
6 months
$
6 to 12
months
$
1 to 5
years
$
More than
5 years
$
180,356
575,496
(180,356)
(180,356)
(575,496)
(575,496)
-
-
-
-
-
-
It is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at
significantly different amounts.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet
its contractual obligations.
The carrying amount of the Group’s financial assets represents the maximum credit risk exposure as follows:
Cash and cash equivalents
Receivables
Cash and cash equivalents
2019
$
398,819
14,513
413,332
2018
$
658,568
19,095
677,663
At 30 June 2019, the Group held cash and cash equivalents of $398,819 (2018: $658,568), 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 2019, the Group does not hold a significant value of trade receivables, and therefore has
minimal exposure to credit risk.
52
Equus Mining Limited Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2019
18. FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS DISCLOSURE (Cont’d)
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 (2018 - $nil).
2019
$
2018
$
398,819
658,568
The Group does not have interest rate swap contracts. The Group has two interest bearing accounts from where it
draws cash when required to pay liabilities as they fall due. The Group normally invests its funds in the two interest
bearing accounts to maximise the available interest rates. The Group analyses its interest rate exposure when
considering renewals of existing positions including alternative financing arrangements.
Sensitivity analysis
A change of 100 basis points in interest rates at the current and prior reporting date would have increased/(decreased)
equity and loss for the period by an immaterial amount.
Currency risk
The Group is exposed to currency risk on bank account denominated in USD totalling $63,624 at 30 June 2019 (2018 –
US$33,190).
Sensitivity analysis
A 10% strengthening of the Australian dollar against the United States dollar at 30 June 2019 would have decreased
post-tax profit and net assets of the Group by $8,236. 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 $10,066, on the
basis that all other variables remain constant.
Exchange rates applied:
AUD/USD
Reporting date spot rate
2019
0.7023
2018
0.7405
53
Annual Report 2019 Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2019
18. FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS DISCLOSURE (Cont’d)
Price risk
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
2019
$
-
-
2018
$
-
-
2019
$
37,019
2018
$
30,566
(33,652)
(27,786)
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.
Financial instruments carried at fair value
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).
Equity instruments at fair value through other comprehensive income
30 June 2019
30 June 2018
Level 1
$
Level 2
$
Level 3
$
Total
$
-
-
370,179
305,660
-
-
370,179
305,660
The financial assets held at 30 June 2019 and 30 June 2018 relate to investments held in quoted equity securities and
were designated as equity instruments at fair value through other comprehensive income.
54
Equus Mining Limited Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2019
19. CONTROLLED ENTITIES
Parent entity
Equus Mining Limited is an Australian incorporated company listed on the Australian Securities Exchange.
Wholly owned controlled entities
Hotrock Enterprises Pty Ltd (i)
Okore Mining Pty Ltd
Dataloop Pty Ltd
Equus Resources Pty Ltd (ii)
(i) Subsidiary of Hotrock Enterprises Pty Ltd
Derrick Pty Ltd
Andean Coal Pty Ltd (iii)
(iii) Subsidiary of Andean Coal Pty Ltd
Minera Carbones Del Sur Limitada
(ii) Subsidiary of Equus Resources Pty Ltd
Equus Resources Chile SpA (iv)
Minera Equus Chile Ltda
Southern Gold SpA
(iv) Subsidiary of Equus Resources Chile SpA
Minera Equus Chile Ltda
20. COMMITMENTS
Exploration expenditure commitments
Country of incorporation
2019 %
2018 %
Ownership Interest
Australia
Australia
Australia
Australia
Australia
Australia
Chile
Chile
Chile
Chile
Chile
100
100
100
100
100
100
99.9
100
99.9
100
0.1
100
100
100
100
100
100
99.9
100
99.9
100
0.1
The Group does not have any minimum expenditure commitments in relation to its mineral interests in the Los Domos
Gold-Silver project at the date of this report.
21. SUBSEQUENT EVENTS
On 1 August 2019, the Company announced a placement to institutional investors to raise up to $4.5 million by the
issue of 450 million shares at an issue price of $0.01. The placement is made up of two tranches, tranche one completed
on 8 August 2019 raised $1,345,915 before costs by the issue of 134,591,529 ordinary shares. For tranche two, the
Company obtained approval at a shareholders meeting for the issue of 315,408,471 ordinary shares at $0.01 to raise
$3,154,085. The issue of the shares under tranche 2 is expected to be completed in October 2019.
On 1 August 2019, the Company announced a Non-Renounceable rights issue offer to existing shareholders to
subscribe for 1 share for every 17 shares held. The shares were offered at $0.01 per share and the offer was fully
subscribed. The company issued 52,780,992 ordinary shares and raised $527,810 before costs.
On 13 August 2019, following completion of a drilling program of 1,179 metres by Equus on the mining concessions
owned by Patagonia Gold Sociedad Contractual Minera (‘Patagonia’), the parties incorporated a joint venture company
“Equus Patagonia SpA”. Equus by completing the drilling program earned 75% equity interest in the newly formed
company and Patagonia transferred title of three mining concessions, Pedregoso I, Pedregoso VII and Honda 20 as
consideration for payment for 25% equity interest.
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.
55
Annual Report 2019 Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2019
22. 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 2019, 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 2019, to recognise the investment in Blox Inc., as a
separate operating segment.
30 June 2019
External revenues
Mineral
Exploration
$
-
Reportable segment profit /(loss) before tax
(110,170)
Interest income
Interest expense
Other material non-cash items:
Reportable segment assets
Reportable segment liabilities
30 June 2018
External revenues
98
-
5,257,625
74,846
-
Reportable segment profit /(loss) before tax
(1,534,295)
Investing
$
Total
$
-
-
-
-
-
(110,170)
98
-
370,179
5,627,804
-
-
-
-
-
74,846
-
(1,534,295)
123
-
123
-
3,878,076
459,793
305,660
4,183,736
-
459,793
Interest income
Interest expense
Other material non-cash items:
Reportable segment assets
Reportable segment liabilities
56
Equus Mining Limited Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2019
22. OPERATING SEGMENTS (Cont’d)
Reconciliations of reportable segment revenues and profit or loss
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
2019
$
2018
$
-
-
-
-
-
-
(110,170)
(1,534,295)
-
12,918
(845,499)
(942,751)
52,230
88,052
(748,201)
(2,142,214)
5,627,804
384,266
6,012,070
74,846
115,497
190,343
4,183,736
488,868
4,672,604
459,793
125,443
585,236
In presenting information on the basis of geography, segment revenue and segment assets are based on the
geographical location of the operations.
Australia
Chile
United States of America
2019
2018
Revenue
$
-
-
-
Non-current
assets
$
-
5,228,559
370,179
Revenues
$
-
-
-
Non-current
assets
$
-
3,689,281
305,660
57
Annual Report 2019 Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2019
23. PARENT ENTITY DISCLOSURES
As at, and throughout, the financial year ending 30 June 2019 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
2019
$
2018
$
(2,641,565)
(3,808,955)
-
-
(2,641,565)
(3,808,955)
384,266
370,179
754,445
488,868
305,660
794,528
115,497
125,443
-
115,497
638,948
-
125,443
669,085
116,371,685
113,833,684
(116,478,269)
(113,836,704)
745,532
638,948
672,105
669,085
The Directors are of the opinion that no commitments or contingent liabilities existed at or subsequent to year end.
58
Equus Mining Limited Directors’ Declaration
1. In the opinion of the Directors of Equus Mining Limited (the ‘Company’):
(a) the consolidated financial statements and notes there to, set out on pages 31 to 58, and the Remuneration
Report as set out on pages 25 to 28 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 2019 and of its performance, for
the financial year ended on that date;
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable.
2. The Directors have been given the declarations required under section 295A of the Corporations Act 2001 for the
financial year ended 30 June 2019.
3. The Director’s draw attention to Note 2(a) to the consolidated financial statements, which includes a statement of
compliance with International Financial Reporting Standards.
Signed at Sydney this 27th day of September 2019 in accordance with a resolution of the Board of Directors:
Mark H. Lochtenberg
Chairman
John R. Braham
Executive Director
59
Annual Report 2019 Independent Auditor’s 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 Equus Mining Limited 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 2019 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 2019;
• 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 Equus Mining Limited 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.
60
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
53 | P a g e
Equus Mining Limited Independent Auditor’s Report
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.
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:
(cid:120) 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 since year end, and our understanding
of the business, industry and economic conditions of the Group;
(cid:120) Assessing significant non-routine forecast cash inflows and outflows including the expected impact of
planned capital raisings 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;
(cid:120) 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
(cid:120) 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.
54 | Pa ge
61
Annual Report 2019
Independent Auditor’s Report
Exploration and evaluation expenditure ($5,228,559)
Refer to Note 10 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:
(cid:120) The significance of the activity to the Group’s
business and the balance (being 87% of total
assets); and
(cid:120) 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
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:
(cid:120)
(cid:120)
(cid:120)
(cid:120)
the determination of the areas of interest
(areas);
documentation available regarding rights to
tenure, via licencing, and compliance with
relevant conditions to maintain current rights
to an area of interest;
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
Our procedures included:
(cid:120)
Evaluating 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
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 its 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;
55 | Pa ge
62
Equus Mining Limited
Independent Auditor’s Report
assessments above, we paid particular attention
to:
(cid:120)
(cid:120)
the strategic direction of the Group and its
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
(cid:120) Results from latest activities regarding the
existence or otherwise of economically
recoverable reserves for each area of
interest.
(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.
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
and will 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; and
assessing the Group and Company's ability to continue as a going concern and whether the use of
the going concern basis of accounting is appropriate. 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.
56 | Pa ge
63
Annual Report 2019 Independent Auditor’s 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 this Financial Report.
A further description of our responsibilities for the audit of the Financial Report is located at the Auditing
and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf.
This description forms part of our Auditor’s Report.
Report on the Remuneration Report
Opinion
Directors’ responsibilities
In our opinion, the Remuneration Report
of Equus Mining Limited for the year
ended 30 June 2019, 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 25 to 28 of the Directors’ Report for the year ended
30 June 2019.
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
27 September 2019
64
Equus Mining Limited Additional Stock Exchange Information
Additional information as at 4 September 2019 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 4 September 2019 was as follows:
Range
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
Total
Total Shareholders
Total Number of Shares
258
301
276
750
577
2,162
116,347
844,631
2,484,043
26,463,353
1,054,741,010
1,084,649,384
Less than Marketable Parcels
On 4 September 2019, 1,295 shareholders held less than marketable parcels of 31,249 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
66,627,420
112,913,168
65
Annual Report 2019 Additional Stock Exchange Information
Twenty Largest Shareholders
As at 4 September 2019, the twenty largest quoted shareholders held 45.17% of the fully paid ordinary shares as
follows:
Name
1 Gerard C Toscan Management Pty Limited
2 Permgold Pty Ltd
3 Mark Hamish Lochtenberg & Michael Lochtenberg
4 Gerard C Toscan Management Pty Limited
5 Augusta Enterprises Pty Ltd
6 HSBC Custody Nominees (Australia) Limited
7 Terrane Minerals SpA
8 Citicorp Nominees Pty Limited
9 John Wardman & Associates Pty Ltd
10 Altinova Nominees Pty Ltd
11 Ringwood Management Pty Limited
12 DRYCA Pty Ltd
13 Northcliffe Holdings Pty Ltd < Northcliffe Holdings A/C>
14 Sambas Energy Pty Ltd
15 Rosignol Pty Ltd
16 JP Morgan Nominees Australia Limited
17 Peter John Bartter
18 Levuka Pastoral Pty Ltd
19 Perrin Legal Pty Ltd
20 Francis William Regan
The number of holders in each class of securities
Number
52,572,418
46,627,420
38,499,651
32,961,864
32,881,138
31,043,973
30,507,353
26,020,851
24,004,653
20,000,000
19,210,355
18,347,793
17,834,824
16,000,000
15,750,000
15,589,281
15,006,431
13,750,000
13,734,236
9,639,023
%
4.85
4.30
3.55
3.04
3.03
2.86
2.81
2.40
2.21
1.84
1.77
1.69
1.64
1.48
1.45
1.44
1.38
1.27
1.27
0.89
As at 4 September 2019, 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
2,162
1,084,649,384
Substantial Optionholders in the Company
As at 4 September 2019, there were no option holders.
Escrow securities
As at 4 September 2019, there were escrow securities.
66
Equus Mining Limited Additional Stock Exchange Information
Group Mineral Concession Interests at 4 September 2019
The Company provides the following information regarding its mining tenements:
Project
Location
Tenement
Ownership
% interest
Type of Tenement
Los Domos
Cerro Diablo
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
Electrum 3A 1-24
Southern Gold SpA
Electrum 4A 1-26
Southern Gold SpA
Electrum 5A 1-42
Southern Gold SpA
Electrum 6A 1-32
Southern Gold SpA
Electrum 7A 1-44
Southern Gold SpA
Electrum 6A
Electrum 7A
Electrum 8
Electrum 10
Electrum 11
Pedregoso I
Southern Gold SpA
Southern Gold SpA
Southern Gold SpA
Southern Gold SpA
Southern Gold SpA
Equus Patagonia SpA
Pedregoso VIII
Equus Patagonia SpA
Honda 20
Equus Patagonia SpA
Diablo 1
Diablo 2
Diablo 3
Diablo 4
Diablo 5
Diablo 6
Diablo 7
Diablo 8
Diablo 9
Diablo 10
Diablo 11
Diablo 12
Diablo 13
Minera Equus Chile Limitada
Minera Equus Chile Limitada
Minera Equus Chile Limitada
Minera Equus Chile Limitada
Minera Equus Chile Limitada
Minera Equus Chile Limitada
Minera Equus Chile Limitada
Minera Equus Chile Limitada
Minera Equus Chile Limitada
Minera Equus Chile Limitada
Minera Equus Chile Limitada
Minera Equus Chile Limitada
Minera Equus Chile Limitada
100
100
100
100
100
100
100
100
100
100
75
75
75
100
100
100
100
100
100
100
100
100
100
100
100
100
1 Mining Concession
1 Mining Concession
1 Mining Concession
1 Mining Concession
1 Mining Concession
Exploration
Exploration
Exploration
Exploration
Exploration
2 Mining Concession
2 Mining Concession
2 Mining Concession
Exploration
Exploration
Exploration
Exploration
Exploration
Exploration
Exploration
Exploration
Exploration
Exploration
Exploration
Exploration
Exploration
1
In December 2018, the Company’s wholly-owned subsidiary, Southern Gold SpA completed the acquisition of 100%
of the Los Domos gold-silver project Electrum exploration claims held by Terrane Minerals SpA. Four of the original
exploration claims are undergoing a conversion process to mining claims.
2 Additionally, the acquisition by the Company of Terrane Minerals SpA included the initial 75% interest held by
Terrane Minerals in three Mining Concessions controlled by Patagonia Gold SCM. The 75% interest was gained via
the drilling of 1,179m by Southern Gold SpA on behalf of Terrane Minerals, throughout those respective concessions
between the 1st June 2017 and 31 December 2017.
During August 2019, the Company incorporated Equus Patagonia SpA, a joint venture company with Patagonia Gold
SCM. Equus owns 75% equity interest and Patagonia Gold SCM owned 25% equity interest. The new joint venture
Company owns the two Pedregoso and the Honda 20 mining concessions.
Annual Report 2019
67
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 27 November 2019 at 10 am Eastern Daylight Saving Time (EDST).
ORDINARY BUSINESS
Financial Statements
AGENDA
To receive and consider the Company's Annual Financial Report, the Directors' Report and the Auditor's Report for
the year ended 30 June 2019.
Resolution 1 Adoption of the Remuneration Report
To consider and, if thought fit, to pass the following as a non-binding resolution:
'That the Remuneration Report for the year ended 30 June 2019 be and is hereby adopted.'
Resolution 2
Re-election of Mr John Braham as a Director
To consider and, if thought fit, to pass the following as an ordinary resolution:
'That John R. Braham who was appointed during the year retires in accordance with clause 3.5 of the Company’s
Constitution and being eligible, offers himself for re-election, be re-elected as a Director of the Company.'
Resolution 3 Approval to issue Unlisted Options to John Braham
To consider and, if thought fit, to pass the following as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue
20,000,000 Options to John Brham or his nominee on the terms and conditions set out in the Explanatory Statement.”
Resolution 4 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
23 October 2019
pjn10091
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
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, 27 November 2019 at
10 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 2019 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 2019 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.
1
Resolution 2
Re-election of Mr John Braham a Director
In accordance with Article 3.5 of the Company’s Constitution and the Corporations Act, John Braham who was appointed
as a Director during the year retires in accordance with these requirements and, being eligible, offers himself for re-
election.
Mr Braham is an experienced Mining Finance and Investment professional with a 24-year career at Macquarie Bank, the
last 11 of which were as an Executive Director within the Mining Finance Division.
John built and ran a successful mining finance business in New York for Macquarie Bank from 2001 to 2008, providing
capital to the junior mining industry. This involved providing debt and equity to exploration companies and mine
developers in both North and South America including companies operating in Argentina, Peru and Chile.
On returning to Australia, John built from scratch a successful bulk commodity finance business for Macquarie Bank
which he ran from 2008 to 2015 based in Sydney. He was made co-head of Macquarie’s global Mining Finance business
in 2016. John left Macquarie Bank in 2017 to be Principal of JR Braham Consulting Pty Ltd which provides advice to junior
resource companies seeking capital.
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
Issue of unlisted options to Mr John Braham
The Company has agreed, subject to obtaining shareholder approval, to issue 20,000,000 unlisted options to Mr John
Braham (or his nominee) on the terms and conditions set out below and also in Appendix B on page 10 of this Explanatory
Memorandum.
The Board considers that it is reasonable for the remuneration of directors to have a cash component and an equity
component to further align directors’ interests with those of Shareholders. The Board believes that the issue of the
options to Directors provides a reasonable, appropriate and cost-effective method of remunerating Directors by
providing an equity-based incentive for their ongoing commitment and contribution to the Company in their roles as
Directors and when required as members of a Committee.
Resolution 3 seeks Shareholder approval for the grant of 20,000,000 unlisted options to Mr John Braham (or his
nominee). The proposed unlisted options to be issued to Mr Braham if approved by shareholders are for the period
commencing on 14 November 2019 and ending on 13 November 2020.
As the grant of the options involves the issue of a right to securities to a related party of the Company, Shareholder
approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that
the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.
2
Details of the issue, as required by ASX Listing Rule 10.13
• Persons to whom options
John Braham (or his nominees)
are to be issued:
• Number of options to be
20,000,000 unlisted options.
issued:
• Date of securities to be
issued:
The options may be allotted immediately following Shareholder
approval at the Annual General Meeting and, in any event, within
one month following the close of the meeting.
• Issue price:
$nil.
• Entitlement per option:
Each Option entitles the holder to subscribed for and be allotted
one fully paid ordinary share. The options are exercisable at any
time after the vesting date and before the expiry date.
• Exercise prices per option:
• Vesting dates:
• Expiry date:
• Use of the funds:
$0.027 for the first tranche of 6,666,666 options;
$0.030 for the second tranche of 6,666,667 options;
$0.035 for the third tranche of 6,666,667 options.
Immediately following shareholder approval of the grant of
options for the three tranches.
For the $0.027 options the expiry date is 13 November 2021;
For the $0.030 options the expiry date is 13 November 2022;
For the $0.035 options the expiry date is 13 November 2024;
No funds will be raised from the issue of the options. In the event
that any of the options are exercised the funds raised will be
used to continue the Company's exploration projects and for
working capital purposes.
The options issued under Resolution 3 allow for the rights of the optionholder to be changed to comply with the ASX
Listing Rules applying to a reorganisation of capital at the time of the reorganisation. The optionholder cannot
participate in new issues without exercising the options.
By obtaining shareholder approval for Resolution 3 as required by ASX Listing Rule 10.11, the Company will satisfy the
requirements of exception 14 of ASX Listing Rule 7.2 and thereby not require shareholder approval for this issue
resolution under Listing Rule 7.1.
Voting Exclusion Statement
The Company will disregard any votes cast in favour of this Resolution by John Braham or his Nominees who is expected
to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason
of being a holder of ordinary securities) and 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 Resolution 3.
The Chair of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 3.
3
Resolution 4 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 $ 22.5 million.
Resolution 4, 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) The 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 140,874,536. The Company’s current capacity to issue securities as at the date of this notice meeting
pursuant to listing rule 7.1 is 211,311,803.
(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.
4
(e) Risk of Economic and Voting Dilution
If Resolution 4 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
1,408,745,355 shares
50% increase in current
Variable A
2,113,118,033 shares
100% increase in current
Variable A
2,817,490,710 shares
9.09%
140,874,536
Shares
13.04%
211,311,803
Shares
16.67%
281,749,071
shares
50% Decrease in
Current Approximate
Market Price
$0.008
Issue Price and
Funds Raised
Current
Approximate
Market Price
$0.016*
50% Increase in
Current Approximate
Market Price
$0.024
$1,126,996
$2,253,993
$3,380,989
$1,690,494
$3,380,989
$5,071,483
$2,253,993
$4,507,985
$6,761,978
*The current approximate market price of $0.016 was the closing price as at 11 October 2019.
As an example, if Variable A is increased to 2,817,490,710 shares, the 10% Placement Facility capacity is 281,749,071
shares and therefore the dilution of existing shares as at the date of the AGM, being 1,408,745,355 shares, is calculated
as:
281,749,071 ÷ (1,408,745,355 + 281,749,071) = 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.
5
The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue
pursuant to the 10% Placement Facility. As there is no issue currently proposed, the identity of the allottees is not
currently known and will be determined on a case-by-case basis at the time of allotment, having regard to factors
including, but not limited to, the following:
(i) the methods of raising funds that are available to the Company, including but not limited to, rights issues or
other issues in which existing security holders can participate;
(ii) the effect of the issue of the equity securities on the control of the Company;
(iii) the financial situation and solvency of the Company; and
(iv) advice from corporate, financial and broking advisers (if applicable).
The allottees under the 10% Placement Facility have not currently been determined but may include existing substantial
shareholders and/or new shareholders who are not related parties or associates of a related party of the Company.
The Company obtained shareholder approval under ASX Listing Rule 7.1A at its 2018 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 574,380,992 equity securities made up of 559,380.992 ordinary fully paid shares and
15,000,000 unlisted options in the 12 months preceding the date of this Annual General Meeting which based on the
number of Equity Securities on issue at the commencement of that period represents 67.62% 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: 559,380,992;
• Class of securities issued:
• Issued of the Securities:
• Issue price:
Ordinary fully paid shares;
To professional and sophisticated investors and Directors of the Company;
14,100,000 shares were issued at $0.02 per share and the closing price on the
date of the issue was $0.0185;
5,000,000 shares were issued at $0.02 per share and the closing price on the
date of the issue was $0.0127;
28,812,500 shares were issued at $0.012 per share and the closing price on the
date of the issue was $0.0156;
187,372,521 shares were issued at $0.01 per share and the closing price on the
date of the issue was $0.016;
8,687,500 shares were issued at $0.012 per share and the closing price on the
date of the issue was $0.016;
315,408,471 shares were issued at $0.01 per share and the closing price on the
date of the issue was $0.016;
• The issue was for cash:
The total cash consideration received was $5,409,810 and 93% was received
between August and October 2019, the cash will be used to conduct a drilling
camping at Cerro Bayo, advance Los Domos project and for general corporate
and working capital purposes.
6
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 4.
The Chair of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 4.
7
Appendix “A”
Issue of Equity Securities since 28 November 2018
Date
Number of
Equity
Securities
Class of
Equity
Securities
and
summary
of terms
Names of recipients
or basis on which
recipients
determined
Issue price of
Equity
Securities and
discount to
market price
on the trading
day prior to
the issue
31 October 2018
14,100,000 Ordinary
Share Purchase Plan
$0.02
shares
Represent a
premium of
7.9% to the
market price
4 December 2018
5,000,000 Ordinary
shares
Mark Lochtenberg
& Michael
Lochtenberg Linear Asset
Mgt Eap
$0.020
Represent a
premium of
57.7% to the
market price
31 December 2018 28,812,500 Ordinary
shares
Terrane Minerals
SpA
8 August 2019
134,591,529 Ordinary
shares
4 September 2019
52,780,992 Ordinary
shares
To professional and
sophisticated
investors who
participated in the
placement the
subject of the
announcement
dated 1/8/2019.
Non-Renounceable
Rights Issue
$0.012
Represent a
discount of
23.1% to the
market price
$0.010
Represent a
discount of
37.5% to the
market price
$0.010
Represent a
discount of
37.5% to the
market price
Form of Consideration
Cash consideration of
$282,000 before costs 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
$100,000 before costs was
used to further advance the
exploration program of the
Los Domos project in Chile
and for general corporate
and working capital
purposes.
No cash consideration. The
shares were issued as
consideration for the
acquisition of the Electrum
licences in Los Domos
project.
The total cash consideration
of $1,345,915 before costs
will be used for the drilling
program at Cerro Bayo,
advance Los Domos project
and for general corporate
and working capital
purposes.
The total cash consideration
of $527,810 before costs
will be used for the drilling
program at Cerro Bayo,
advance Los Domos project
and for general corporate
and working capital
purposes.
8
Appendix “A”
Issue of Equity Securities since 28 November 2018
Date
Number of
Equity
Securities
Class of Equity
Securities and
summary of
terms
Names of recipients
or basis on which
recipients
determined
14 October 2019
8,687,000 Ordinary
shares
Terrane Minerals
SpA
14 October 2019 315,408,471 Ordinary
shares
To professional and
sophisticated
investors who
participated in the
placement the
subject of the
announcement
dated 1/8/2019.
Form of Consideration
Issue price of
Equity
Securities and
discount to
market price
on the trading
day prior to
the issue
$0.012
Represent a
discount of
25.0% to the
market price
No cash consideration. The
shares were issued as
consideration for the
acquisition of the Patagonia
Gold SC Mining Concessions
in Los Domos project.
$0.010
Represent a
discount of
37.5% to the
market price
Cash consideration of
$3,154,085 before costs will
be used for the drilling
program at Cerro Bayo,
advance Los Domos project
and for general corporate
and working capital
purposes.
At the date of this notice, the Company holds 99% of the cash raised during August 2019 and October 2019 placements
and September 2019 non-renounceable rights issue. The Cash held at 30 June 2019 was used to advance Los Domos
project in Chile and for general corporate and working capital purposes.
Issue of Equity Securities since 15 November 2018
Date
Number of
Equity
Securities
Class of
Equity
Securities and
summary of
terms
Names of
recipients or basis
on which
recipients
determined
Form of Consideration
Issue price of
Equity
Securities and
discount to
market price
on the trading
day prior to
the issue
14 October 2019
15,000,000 Unlisted
options
J R Braham
Consulting Pty Ltd
Nil
consideration
No funds were raised and no
non-cash cash consideration
paid
9
Appendix “B”
Terms and Conditions of Options
1. Entitlement and Exercise Price
The Options entitle John Braham to subscribe for fully paid shares in the Company as follows:
• 6,666,666 options with an exercise price of $0.027 per share;
• 6,666,667 options with an exercise price of $0.030 per share; and
• 6,666,667 options with an exercise price of $0.035 per share.
2. Subject to paragraph 6 below:
Vesting and expiry date of the options
• 6,666,666 Options with an exercise price of $0.027 per Options; vesting immediately upon shareholder
approval and expiring on 13 November 2021;
• 6,666,667 Options with an exercise price of $0.030 per Options; vesting immediately upon shareholder
approval and expiring on 13 November 2022; and
• 6,666,667 Options with an exercise price of $0.035 per Options; vesting immediately upon shareholder
approval and expiring on 13 November 2024;
3. Exercised Period
The Options not exercised on or before the Expiry Date will automatically lapse.
4. Notice of Exercise
The Options may be exercised at any time prior to the Expiry Date wholly or in part by delivering a duly completed
form of notice of exercise together with payment of the exercise price for each Option being exercised to the
Company.
5. Exercise Date
A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the
date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds.
6.
If the holder has acted fraudulently, dishonestly or in breach of its obligations to the Company (as determined by
the Board, acting reasonably), then the Options shall lapse upon written notification to the holder.
7. Shares issued on exercise
All Shares allotted on the exercise of Options will rank equally in all respects with the Company’s then existing
ordinary fully paid common Shares.
8. The Options will not be listed for official quotation on the ASX.
9. Participation in new issue
The holders of an Option may only participate in new issues of securities to holders of ordinary shares in the
Company if the Option has been exercised and Shares allotted in respect of the Option before the record date for
determining entitlements to the issue.
10. Change in exercise price
There will be no change to the exercise price of the Option or the number of Shares over which an Option is
exercisable in the event of the Company making a pro-rata issue of shares or other securities to the holders of
ordinary shares in the Company.
10
11. Timing of issue of shares on exercise
Within 15 Business Days after the Exercise Date, If the Company’s Ordinary Shares are quoted by ASX, the Company
must:
(a)
(b)
(c)
on the date that the Shares are allotted pursuant to the exercise of Options, apply for quotation of all Shares
allotted;
on the date that the Shares are allotted pursuant to the exercise of Options and in relation to the allotted
Shares, give to the ASX a written notice in accordance with section 708A(5)(e) of the Corporations Act and
which complies with the requirements of section 708A(6) of the Corporations Act; and
perform such other acts or take such other actions to ensure the Shares that are allotted pursuant to the
exercise of the Options are quoted by the ASX and freely tradeable.
12. Reconstruction of Capital
If prior to the Expiry Date there is a reorganisation of the issued capital of the Company, the rights of a holder of
Options will be changed to the extent necessary to comply with the applicable ASX Listing Rules in force at the time
of the reorganisation.
13. Transferability
The Options are not transferable.
11
the correction
Change of address. If incorrect, mark this box and
make
left.
Securityholders sponsored by a broker (reference
number commences with ‘x’) should advise your broker
of any changes.
the space
the
to
in
Form of Proxy
STEP 1
Appoint a Proxy to Vote on Your Behalf
I/We being a member/s of Equus Mining Limited hereby appoint
the Chairman
of the Meeting
OR
Please mark
to indicate your directions
PLEASE NOTE: This proxy is solicited on behalf of the
management of Equus Mining Limited ABN 44 065 212 679 (the
"Company") for use at the Annual General Meeting of the
shareholders of the Company to be held at level 5, 56 Pitt Street,
Sydney NSW 2000 on Wednesday 27 November 2019 at 10 am
(AEDT) or any adjournment thereof (the "Meeting").
PLEASE NOTE: If you leave the
section blank, the Chairman of the
Meeting will be your proxy.
or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) is named, the Chairman 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 at the Meeting and at any adjournment of that
Meeting.
If you have not appointed the Chairman of the Meeting as your proxy and you are appointing a second proxy please complete the following: Proxy 1 is
appointed to represent __________% of my voting right and Proxy 2 is appointed to represent __________% of my total votes. My total voting right is
__________ shares.
PLEASE NOTE: If the appointment does not specify the proportion or number of votes that the proxy may exercise, each proxy may exercise half the
votes.
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).
STEP 2
Items of Business
PLEASE NOTE: 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.
If you wish to indicate how your proxy is to vote, please tick the appropriate places below
FOR
AGAINST ABSTAIN
1.
2.
3.
4.
Adoption of the Remuneration Report
Re-election of Mr John Braham as a Director
Approval of the Proposed Issue of Unlisted Options to John Braham
Approval of 10% Placement Facility
If no choice is specified, the shareholder is conferring discretionary authority on the proxy to vote at his or her discretion. However, the Chairman intends
to vote FOR each of the resolutions.
SIGN
Signing by member
This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Individual or Member 1
Member 2 (if joint holding)
Member 3 (if joint holding)
Sole Director and Sole Secretary
Director/Company Secretary
Director
/ /
Date
Lodge your vote:
By Mail:
Equus Mining Limited,
Level 2,
66 Hunter Street,
Sydney NSW 2000
Alternatively you can fax your form to
Facsimile: +61 (0) 2 9221 6333
For all enquiries call
Advanced Share Registry:
Telephone: +61 (0) 8 9389 8033
Email: admin@advancedshare.com.au
Proxy Form
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 25 November 2019 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.
Turn over to complete the form
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