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Annual Report 2018

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ANNUAL REPORT 2018 CORPORATE DIRECTORY DIRECTORS Chairman Peter Ross SULLIVAN BE, MBA Managing Director James Noel SULLIVAN FAICD Director Peter Ernest HUSTON B. Juris, LLB (Hons), B.Com, LLM COMPANY SECRETARY Mark Pitts B.Bus FCA REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS Unit 5, 78 Marine Terrace Fremantle WA 6160 Telephone: Facsimile: Website: (08) 9336 3388 (08) 9315 5475 www.gmeresources.com.au AUDITORS HLB Mann Judd Chartered Accountants Level 4, 130 Stirling Street Perth WA 6000 SHARE REGISTRY Computershare Registry Services Pty Ltd Level 11 172 St George’s Terrace Perth WA 6000 GPO Box D182 Perth WA 6840 Telephone: Facsimile: (08) 9323 2000 (08) 9323 2033 SECURITIES EXCHANGE LISTING The Company’s shares are quoted on the Official List of Australian Securities Exchange Limited Ticker code: GME STATE OF REGISTRATION Western Australia CORPORATE GOVERNANCE The Company has adopted the 3rd Edition of the ASX Corporate Governance Recommendations. A summary statement which has been approved by the Board together with current policies and charters is available on the Company website. http://www.gmeresources.com.au/corporate-governance.php GME Resources Limited | Annual Report 2018 CONTENTS CHAIRMAN’S LETTER OPERATIONS REPORT DIRECTORS’ REPORT 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 INFORMATION FOR LISTED PUBLIC COMPANIES PAGE 1 3-12 13-20 21 22 23 24 25 26-53 54 55-58 59-60 GME Resources Limited | Annual Report 2018 1 CHAIRMAN’S LETTER Dear GME Resources Shareholder, On behalf of the Board of Directors of GME Resources Limited, I am pleased to present to you our Annual Report for 2018. Through the recently completed Pre-Feasibility Study, GME has made outstanding progress in delineating an attractive development pathway for the NiWest Nickel-Cobalt Project. The PFS incorporates consideration of the results from the detailed metallurgical test work and engineering conducted on the NiWest Project over the past five years and comprehensive reviews of the various studies completed on other nickel-cobalt laterite projects, the operational performance of laterite nickel developments over the past 20 years and the outlook for nickel and cobalt supply/demand, including the emerging battery raw materials demand from the electric vehicle market. The chosen processing route for NiWest adopts commercially proven, lower-risk, lower-capital intensity heap leaching, coupled with highly efficient Direct Solvent Extraction. In October 2017, battery grade nickel sulphate was produced from continuous pilot scale test work on NiWest ore, giving great confidence in the process path. It is also noteworthy that successful heap leaching of similar ores has previously been undertaken, at a commercial scale, at the nearby Murrin Murrin Operations. The elevated technical and economic risks associated with High Pressure Acid Leaching and Atmospheric Leaching have been consciously avoided. The net result is forecast low-cost production of high-purity nickel and cobalt sulphates which are directly consumed by the lithium-ion battery market. The maiden NiWest Ore Reserve, which is based solely on the Eucalyptus, Hepi and Mt Kilkenny deposits, delivers plus 1% nickel and approximately 0.07% cobalt ore to the plant for the first 18 years of the project. A substantial opportunity exists to extend this high-grade feed profile through the potential conversion of Inferred Resources and/or inclusion of up to four other known deposits into the project schedule. Over an initial operating life of approximately 27 years the NiWest Project is expected to produce 456kt of nickel and over 31kt of cobalt at a forecast net (post royalties and cobalt credits) cash operating cost of around US$3.20/lb nickel. Average annual production is estimated at 19.2kt nickel and 1.4kt cobalt over the first 15 years, at a nameplate processing capacity of 2.4Mtpa. A project construction period of 24 months from Final Investment Decision (FID) is anticipated with forecast commissioning and plant ramp-up phase of approximately 20 months. Forecast pre-production capital expenditure of A$966M represents a globally attractive pre-production capital intensity of sub-US$20 per pound of average annual nickel production. Importantly, GME will now utilise the PFS to undertake an intensive period of engagement with potential strategic partners and offtake parties for the NiWest Project. Alongside that we will be working up the proposed scope for a Definitive Feasibility Study, conducting deeper end-market evolution analysis, assessing a range of additional value engineering opportunities and commencing select critical path activities, including baseline environmental study work. GME Resources Limited | Annual Report 2018 2 The projected Class 1 nickel supply/demand deficit and the rapidly growing demand for nickel and cobalt sulphate products from the Electric Vehicle lithium-ion battery market creates an attractive environment for GME to pursue the development of, and value realisation from, the NiWest Project. On behalf of the Board, I would like to thank our staff and consultants for their huge effort in completing the NiWest PFS, as well as GME’s shareholders for their ongoing interest and support. Peter Sullivan CHAIRMAN 16 October 2018 GME Resources Limited | Annual Report 2018 3 OPERATIONS REPORT NiWest Nickel-Cobalt Project Overview The NiWest Nickel-Cobalt Project is located adjacent to Glencore’s Murrin Murrin Operation in the North Eastern Goldfields of Western Australia. The project is situated in a semi-arid region that is well serviced with existing infrastructure such as rail, arterial bitumen roads and nearby established mining towns (refer Figure 1). Figure 1: NiWest Nickel-Cobalt Project Location Plan Pre-Feasibility Study Past feasibility work has focussed on examining various processing routes, including high pressure acid leach (“HPAL”), atmospheric leach (“AL”) and heap leaching (“HL”). Recent significant advances in heap leaching, notably at the large copper projects in South America, have led to a resurgence in the evaluation of heap leaching in pursuit of a low technical risk and competitive capital intensity alternative to the more risky and capital intensive HPAL and AL options. In September 2016 a review of the options for the further processing of the high-purity nickel and cobalt solutions generated from the Direct Solvent Extraction (“DSX”) resulted in a decision to pursue the production of nickel /cobalt sulphates suitable for the lithium- ion battery market, instead of producing nickel cathode through electrowinning. GME Resources Limited | Annual Report 2018 4 To that end, GME commenced a Pre-Feasibility Study (PFS) in August 2017 based on a dynamic on/off heap leach, pregnant leach solution (“PLS”) neutralisation and DSX process flowsheet to produce nickel and cobalt sulphates. In May 2017 a purpose-built PLS neutralisation and iron/aluminium removal continuous pilot plant was successfully commissioned and operated for 10 days at the Nagrom Laboratory in Brisbane. The pilot plant results confirmed that at the design operating temperature all key related process outcomes could be achieved. Batch DSX tests on the neutralised PLS confirmed the chemical and physical compatibility with the proposed reagent systems. In July 2017 a DSX continuous pilot plant was operated for 7 days. The testing showed excellent physical separation characteristics between the neutralised PLS and organic reagent. The target nickel and cobalt extractions of >95% were achieved. Targets for the advanced electrolyte generated were also achieved with nickel purity of greater than 98%. The next stage of the test work commenced in August 2017 and focused on generating a range of pure nickel and cobalt products from the continuous pilot plant electrolyte streams. The test work confirmed that the proposed DSX process flowsheet can treat the NiWest neutralised PLS to generate pure nickel and cobalt electrolytes that can be tailored to the generation of multiple high purity nickel products, including nickel sulphate (refer Figure 2), nickel cathode (metal) and nickel carbonate as well as cobalt sulphide, cobalt chloride and cobalt sulphate. Figure 2: Nickel sulphate produced from NiWest ore GME Resources Limited | Annual Report 2018 5 Finally, in February 2018 GME commenced an additional optimisation column test work program. The 2m columns achieved Ni and Co recoveries of 85 to 87% nickel and 92 to 93 % cobalt and it is these favourable laboratory results that have been used to establish the final heap leach process design criteria adopted for the PFS. Post financial year-end on 2 August 2018 GME Resources Limited announced the completion of the PFS. The PFS presents a stand-alone development pathway for the NiWest Project that incorporates detailed consideration of: • • • The results from the metallurgical test work and engineering conducted on the NiWest Project by GME over the past five years; A review of the various studies conducted by other nickel-cobalt laterite industry participants and the history of underperforming/failed High Pressure Acid Leach (HPAL) laterite nickel developments over the past 20 years; and A review of the nickel and cobalt supply/demand outlooks, including the emerging battery raw materials demand from the EV market. The base project parameters determined by the PFS are: • Updated Mineral Resource estimate of 85.2Mt at 1.03% nickel and 0.065% cobalt (0.8% nickel cut- off). • Maiden NiWest Ore Reserve estimate of 64.9Mt at 0.91% nickel and 0.06% cobalt (at 0.5% nickel cut-off) based on the Eucalyptus, Hepi and Mt Kilkenny deposits only. • Conventional open pit mining at a low projected strip ratio of 2.0:1. • Head grades average 1.05% nickel and 0.07% cobalt for the first 15 years. Opportunity to extend high-grade profile through potential conversion of Inferred Resources and/or inclusion of other deposits. • • • • Selected processing route of heap leaching followed by highly efficient Direct Solvent Extraction (DSX) to produce low-cost nickel and cobalt sulphate products. Initial 27-year operating life at a nameplate processing capacity of 2.4Mtpa. Projected steady-state nickel and cobalt recoveries of 79% and 85% respectively. Total production of 456kt nickel (in nickel sulphate) and 31.4kt cobalt (in cobalt sulphate). Average annual production of 19.2kt nickel and 1.4kt cobalt over the first 15 years. Project construction period of 24 months from Final Investment Decision (FID). Forecast commissioning and plant ramp-up phase of approximately 20 months. The key economic assumptions and outcomes of the PFS are: • Life-of-mine price estimates of US$8.00/lb nickel (includes US$0.75/lb sulphate premium) and US$25/lb cobalt (zero sulphate premium). A$/US$ assumption of 0.75. • Ungeared post-tax NPV8% of A$791M and internal rate of return (IRR) of 16.2% (equivalent pre- tax values of A$1,390M and 21.2%, respectively). Payback period (pre-tax) of 4.4 years. • Average cash unit operating cost (post royalties and cobalt credits) of US$3.24/lb contained nickel (US$3.00/lb for the first 15 years). GME Resources Limited | Annual Report 2018 6 • • Forecast pre-production capital expenditure of A$966M, representing a globally attractive pre- production capital intensity of sub-US$20 per pound of average annual nickel production. Projected free cashflow (post all capital expenditure and tax) of A$3,342M. The PFS has been completed to an overall accuracy of +/- 30%. The NiWest Ore Reserve estimate includes a higher grade (>0.8% Ni cut-off) component of 41.2Mt at 1.06% Ni and 0.07% Co. Mining and processing/refining of this higher grade component predominantly occurs during the first 15 years of NiWest operating life. Mining during the first 7 years of production is focussed solely on the Mt Kilkenny deposit (refer Figure 3), followed by the Eucalyptus and Hepi deposits. Ore from Eucalyptus and Hepi will be road hauled to the plant at Mt Kilkenny. Figure 3: Mt Kilkenny mining and process plant layout GME Resources Limited | Annual Report 2018 7 Annual material movement is approximately 15Mtpa in Years 1-6, before dropping to around 8Mtpa for much of the remainder of mining operations. Approximately 65Mt of ore and 133Mt of waste material is scheduled to be mined over a mining activity life of approximately 20 years. The life-of-mine average strip ratio is 2.0. The selected processing route (refer Figure 4) for the PFS involves heap leaching of NiWest ores followed by neutralisation of the pregnant leach solution, direct solvent extraction and product crystallisation to produce nickel sulphate hexahydrate (NiSO4.6H2O) and cobalt sulphate heptahydrate (CoSO4.7H2O). Figure 4: Simplified NiWest Process Flowsheet It is noteworthy that successful heap leaching of similar ores has previously been undertaken, at a commercial scale, at the nearby Murrin Murrin Operations. The choice of DSX, validated by extensive prior metallurgical test work, also presents a highly efficient and cost effective pathway to directly produce the nickel and cobalt products specifically sought-after by the high-growth EV battery manufacturing market. The chosen flowsheet and end product strategy is, in GME’s opinion, the most attractive processing and refining approach after taking into account NiWest’s specific ore characteristics combined with the technical and operating risks, relative capital intensity and final product value of various flowsheet and end product alternatives. Next Steps GME intends to undertake a wider and more advanced period of engagement with potential strategic partner/offtake parties prior to commencing a Definitive Feasibility Study (DFS) on the NiWest Project. This process is targeted at a comprehensive and robust assessment of the broad range of potential ownership, development and funding structures currently available to GME and the NiWest Project. Concurrent activities during this period include delineation of planned DFS scope and workstreams, deeper end-market evolution analysis, assessment of value engineering opportunities delivered via the PFS and the commencement of critical-path environmental study work. GME Resources Limited | Annual Report 2018 8 Gold Assets The rehabilitated Devon Gold Mine remains on Care and Maintenance. No work on the gold assets is planned for the near future. Competent Person Statements Where the Company refers to an ASX Announcement made on 2 August 2018 noting the Pre-feasibility Study completed on the NiWest Nickel-Cobalt Project it confirms that it is not aware of any new information or data that materially effects the information included in that announcement and all material assumptions and technical parameters continue to apply and have not materially changed. Forward-Looking Statements Certain statements made in this report, including, without limitation, those concerning the Pre-Feasibility Study, contain or comprise certain forward-looking statements regarding GME Resources Limited’s (GME) exploration operations, economic performance and financial condition. Although GME believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Accordingly, results could differ materially from those set out in the forward-looking statements as a result of, among other factors, changes in economic and market conditions, success of business and operating initiatives, changes in the regulatory environment and other government actions, fluctuations in metals prices and exchange rates and business and operational risk management. GME undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after today's date or to reflect the occurrence of unanticipated events. GME Resources Limited | Annual Report 2018 9 ANNUAL MINERAL RESOURCE STATEMENT The Company’s Mineral Resource Statement has been compiled in accordance with the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC Code 2012 Edition) and Chapter 5 of the ASX Listing Rules and ASX Guidance Note 31. Post financial year-end an update was released on 2 August 2018 following a review of the geological models of the three deposits incorporated in the PFS, namely Mt Kilkenny, Eucalyptus and Hepi. The Mertondale, Murrin North, Waite Kauri and Wanbanna models remain unchanged from those released to the ASX on 21 February 2017. The updated Mineral Resource estimate for the NiWest Project is 85.2Mt at 1.03% Ni and 0.065% cobalt at a 0.8% Ni cut-off and has been prepared as at 2 August 2018 (refer Table 1). Table 1: NiWest Mineral Resource Estimate at 0.8% Ni cut-off Deposit JORC Classification Tonnes (million) Nickel Grade (%) Cobalt Grade (%) Nickel Metal (kt) Cobalt Metal (kt) Mt Kilkenny1 Eucalyptus1 Hepi1 Mertondale2 Waite Kauri2 Murrin North2 Wanbanna2 NiWest Project Measured Indicated Inferred Total Indicated Inferred Total Measured Indicated Inferred Total Indicated Total Measured Indicated Inferred Total Measured Indicated Inferred Total Indicated Inferred Total Measured Indicated Inferred TOTAL 8.8 12.7 4.5 26.0 23.7 12.8 36.5 1.6 1.5 1.4 4.5 1.9 1.9 1.5 0.3 0.0 1.8 3.4 0.1 0.1 3.7 10.1 0.7 10.8 15.2 50.4 19.5 85.2 1.11 1.09 0.98 1.08 1.04 0.95 1.01 1.20 1.01 0.95 1.06 0.98 0.98 1.01 0.91 0.09 0.98 0.98 0.88 0.86 0.97 1.03 0.99 1.03 1.08 1.04 0.95 1.03 0.063 0.079 0.051 0.069 0.064 0.056 0.061 0.078 0.073 0.074 0.075 0.070 0.070 0.062 0.025 0.015 0.054 0.062 0.051 0.083 0.062 0.066 0.070 0.066 0.064 0.068 0.057 0.065 98 138 44 279 247 121 368 19 15 14 48 18 18 15 3 0 18 33 1 1 35 104 7 111 165 527 186 878 5.6 10.0 2.3 17.9 15.3 7.1 22.4 1.2 1.1 1.1 3.4 1.3 1.3 0.9 0.1 0.0 1.0 2.1 0.1 0.1 2.3 6.7 0.5 7.2 9.8 34.5 11.0 55.4 * Columns may not total exactly due to rounding errors. Tonnages are reported as dry tonnage 1 ASX Release 2 August 2018 2 ASX Release 21 February 2017 GME Resources Limited | Annual Report 2018 10 Review of Material Changes The last reported resource statement for NiWest Nickel Laterite Project was post financial year-end on 2 August 2018 (ASX announcement). The Company notes that the total tonnes available under the revised Mineral Resource Estimate has not materially changed moving from 81 million tonnes at 1.03% Ni in February 2017 to 85 million tonnes at 1.03% Ni in August 2018. Resource consultants, Golder Associates, were engaged to update the mineral resource estimates of the Eucalyptus, Hepi and Mt Kilkenny laterite deposits which formed the basis of the the NiWest PFS released on the 2 August 2018. The update calculated at a cut off of 0.8% nickel resulted in an increase of 4.2 million tonnes in the overall mineral resource. This equates to an increase of less than 5% in the overall mineral resource and is not considered material. The Company completed and released the results of the NiWest pre-feasibility study on 2 August 2018. The study confirmed the technical and financial robustness of a long-life operation directly producing high-purity nickel and cobalt sulphate products to be delivered into the forecast rapid growth of lithium- ion battery raw material markets. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original announcement (2 August 2018) pertaining to the Eucalyptus, Hepi and Mt Kilkenny deposits, and that all related material assumptions and technical parameters have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings pertaining to the Eucalyptus, Hepi and Mt Kilkenny deposits are presented have not materially changed from the original market announcement. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original announcement (21 February 2017) pertaining to the Murrin North, Waite Kauri, Mertondale and Wanbanna deposits, and that all related material assumptions and technical parameters have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings pertaining to the Murrin North, Waite Kauri, Mertondale and Wanbanna deposits are presented have not materially changed from the original market announcement. Governance and Quality Control The Company ensures all resources calculations are undertaken and reviewed by independent, internationally recognised industry consultants. All drill hole data is stored in-house within a commercially available purpose designed database management system and subjected to industry standard validation procedures. Quality control on resource drill programs have been undertaken to industry standards with implementation of appropriate drilling type, survey data collection, assay standards, sample duplicates and repeat analyses. ANNUAL ORE RESERVE STATEMENT The Company’s Ore Reserve Statement has been compiled in accordance with the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC Code 2012 Edition) and Chapter 5 of the ASX Listing Rules and ASX Guidance Note 31. GME Resources Limited | Annual Report 2018 11 ANNUAL ORE RESERVE STATEMENT (CONTINUED) Post financial year-end on 2 August 2018 the maiden NiWest Ore Reserve Estimate of 64.9Mt at 0.91% Ni and 0.06% Co (for 592kt contained nickel and 38kt contained cobalt) was released. This is based on a 0.5% Ni cut-off grade (refer Table 2). This Ore Reserve Statement has been prepared as at 2 August 2018. Table 2: NiWest Ore Reserve Estimate1 at 0.5% Ni cut-off Orebody JORC Classification Mt Kilkenny Eucalyptus Hepi Total Probable Probable Probable Probable Tonnes (million) 27.9 32.2 4.7 64.9 Nickel Grade (%) Cobalt Grade (%) 0.96 0.87 0.91 0.91 0.06 0.05 0.06 0.06 * Columns may not total exactly due to rounding errors. Tonnages are reported as dry tonnage 1 ASX Release 2 August 2018 Review of Material Changes Mine planning consultants, Perth Mining Consultants Pty Ltd, were engaged to complete the ore reserve estimate for the three nickel cobalt laterite deposits (Eucalyptus, Hepi, Mt Kilkenny) which were incorporated in the NiWest PFS 2018. The maiden Ore Reserve Statement for the NiWest Nickel-Cobalt Project was released post financial year- end on 2 August 2018 (ASX announcement). The Company confirms that it is not aware of any new information or data that materially affects the information included in the original announcement and pertaining to the Eucalyptus, Hepi and Mt Kilkenny deposits, and that all related material assumptions and technical parameters have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings pertaining to the Eucalyptus, Hepi and Mt Kilkenny orebodies are presented have not materially changed from the original market announcement. Governance and Quality Control The Company ensures all resources calculations are undertaken and reviewed by independent, internationally recognised industry consultants. All drill hole data is stored in-house within a commercially available purpose designed database management system and subjected to industry standard validation procedures. Quality control on resource drill programs have been undertaken to industry standards with implementation of appropriate drilling type, survey data collection, assay standards, sample duplicates and repeat analyses. Competent Person Statement The information in this Annual Mineral Resource Statement and Annual Ore Reserve Statement that relates to Minerals Resources and Ore Reserves is based on and fairly represents documentation prepared by Golder Associates and Perth Mining Consultants Pty Ltd respectively and is approved by is Mark Gunther who is a member of the Australasian a Principal Consultant with Eureka Geological Services. He has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the Australasian Code for Reporting of Ore Reserves. Mr Gunther consents to the inclusion in this report of the matters based on information provided in the form and context in which they appear. Institute of Geoscientists. Mr Gunther GME Resources Limited | Annual Report 2018 12 TENEMENT SCHEDULE GME continues to hold in good standing the tenements listed in Table 3 below. Table 3: Tenement Schedule as at 30 June 2018 Project Tenements Interest Beginning Period Interest End Period Abednego West M39/427, M39/0825 P39/5557 -5559 Eucalyptus M39/744 M39/289, M39/430, M39/344 M39/666 and M39/674 M39/313, M39/568 M39/802 - 803 P39/5459 E39/1795, E39/1859, E39/1860 PLA39/5962 Golden Cliffs 100% Golden Cliffs 100% NiWest Ni Co Rights NiWest 100% NiWest 100% NiWest 100% NiWest 100% NiWest 100% NiWest 100% NiWest 100% Nil Golden Cliffs 100% Golden Cliffs 100% NiWest Ni Co Rights NiWest 100% NiWest 100% NiWest 100% NiWest 100% NiWest 100% NiWest 100% NiWest 100% NiWest 100% Hawks Nest M38/218 Golden Cliffs 100% Golden Cliffs 100% Hepi - 718, M39/819, M39/717 P39/5813 PLA39/5927, PLA39/6032(1) NiWest 100% NiWest 100% Nil NiWest 100% Laverton Downs M38/1266 Golden Cliffs 100% Golden Cliffs 100% Linden M39/1077 – 1078, E39/1760 ML 39/500 Golden Cliffs 100% GME 10% / 90% Anova Metals Australia Pty Ltd Golden Cliffs 100% GME 10% / 90% Anova Metals Australia Pty Ltd Mertondale M37/591 Mt Kilkenny M39/878 – 879, E39/1784 E39/1794, E39/1831 E39/1873 ELA39/2071-72 P39/5508- 5510, P39/5528 NiWest 100% NiWest 100% NiWest 100% Nil NiWest 100% NiWest 100% NiWest 100% NiWest 100% NiWest 100% Under application NiWest 100% NiWest 100% Murrin Murrin M39/426, M39/456, M39/552, M39/553, M39/569 GlenMurrin 100% Nickel & Cobalt Golden Cliffs 100% gold and other minerals GlenMurrin 100% Nickel & Cobalt Golden Cliffs 100% gold and other minerals Murrin North M39/758 NiWest 100% Waite Kauri M37/1216 P37/8427-8428 (MLA 37/1334) NiWest 100% NiWest 100% NiWest 100% NiWest 100% NiWest 100% Wanbanna M39/460 NiWest 80% / 20% Wanbanna Pty Ltd NiWest 80% / 20% Wanbanna Pty Ltd Misc. Licences L37/175, L31/46, L40/25 L39/215, L39/177, L37/205 L39/222, L39/235, L39/237 NiWest 100% NiWest 100% Golden Cliffs 100% NiWest 100% NiWest 100% Golden Cliffs 100% (1) Applied for Prospecting Licence 22/08/2018, subsequent to financial year end. LEGEND E: Exploration Licence | P: Prospecting Licence | PLA: Prospecting Licence Application | M: Mining Lease | ELA: Exploration Licence Application | L: Miscellaneous Lease | MLA: Mining Lease Application GME Resources Limited | Annual Report 2018 13 DIRECTORS’ REPORT Your Directors present their report of GME Resources Limited and its controlled entities (“Consolidated Entity” or “Group”) for the financial year ended 30 June 2018. In order to comply with the provisions of the Corporations Act 2001, the directors report as follows: Directors The names of Directors in office at any time during or since the end of the year are: Peter Ross Sullivan James Noel Sullivan Peter Ernest Huston (Non-executive - Chairman) (Managing Director) (Non-executive Director) Directors have been in office since the start of the financial year to the date of this report unless otherwise stated. Principal Activities The principal activity of the Consolidated Entity is mineral exploration. No significant change in the nature of this activity occurred during the year. Operating Results The net loss after income tax attributable to members of the Company for the financial year to 30 June 2018 amounted to $1,084,387 (2017: profit $1,779,747). Overview of Operating Activity NiWest Nickel Laterite Project Update The NiWest Nickel-Cobalt Project is located adjacent to Glencore’s Murrin Murrin Operation in the North Eastern Goldfields of Western Australia. The project is situated in a semi-arid region that is well serviced with existing infrastructure such as rail, arterial bitumen roads and nearby established mining towns. Past feasibility work has focussed on examining various processing routes, including high pressure acid leach (“HPAL”), atmospheric leach (“AL”) and heap leaching (“HL”). GME commenced a Pre-Feasibility Study (PFS) in August 2017 based on a dynamic on/off heap leach, pregnant leach solution (“PLS”) neutralisation and DSX process flowsheet to produce nickel and cobalt sulphates. The test work confirmed that the proposed DSX process flowsheet can treat the NiWest neutralised PLS to generate pure nickel and cobalt electrolytes that can be tailored to the generation of multiple high purity nickel products, including nickel sulphate, nickel cathode (metal) and nickel carbonate as well as cobalt sulphide, cobalt chloride and cobalt sulphate. Post financial year-end on 2 August 2018 GME Resources Limited announced the completion of the PFS. GME intends to undertake a wider and more advanced period of engagement with potential strategic partner/offtake parties prior to commencing a Definitive Feasibility Study (DFS) on the NiWest Project. GME Resources Limited | Annual Report 2018 14 Concurrent activities during this period include delineation of planned DFS scope and workstreams, deeper end-market evolution analysis, assessment of value engineering opportunities delivered via the PFS and the commencement of critical-path environmental study work. Devon Gold Mine Update The rehabilitated Devon Gold Mine remains on Care and Maintenance. Financial Position The Company completed a Renounceable Entitlement Issue (the Offer) in June raising $2.03 million from the issue of 18,543,855 shares. The Offer was partially underwritten by Somers Partners. At the end of the financial year the consolidated entity had $1,735,454 (2017: $2,226,722) in cash and at call deposits. Net Assets of $31,431,604 (2017: $30,546,683) were comprised mainly of carried forward exploration and evaluation expenditure of $30,088,279 (2017: $28,450,995). Dividends No dividends have been paid or declared since the start of the financial year. No recommendation is made as to dividends. Significant Changes in State of Affairs There were no significant changes in the state of affairs of the Group during the financial year, other than as set out elsewhere in this report. Subsequent Events On 2 August 2018 GME Resources Limited announced the completion of a Pre-feasibility Study on its 100% owned NiWest Nickel-Cobalt Project (NiWest PFS). GME intends to undertake a wider and more advanced period of engagement with potential strategic partner/offtake parties prior to commencing a Definitive Feasibility Study (DFS) on the NiWest Project. Other than the above, no matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the Group’s operations, the results of those operations or the Group’s state of affairs in future financial years. Likely Developments The Group’s areas of interest are in the exploration stage and it is not possible to predict the likely developments. The Group will continue its mineral exploration activities with the object of finding further mineralised resources and exploiting those already discovered. The Board is following a strategic plan for the growth of the Group, however, further information about likely developments, future prospects and business strategies as they pertain to the operations and expected results of those operations have not been included in this report as the Directors reasonably believe that disclosure of this information would be likely to result in unreasonable prejudice to the Group. GME Resources Limited | Annual Report 2018 15 Information on Directors and Company Secretary Peter Ross Sullivan BE, MBA (Non-executive Director) Director since 1996 Mr Sullivan was appointed chairman in March 2017. Mr Sullivan is an engineer and has been involved in the management and strategic development of resource companies and projects for more than 20 years. Other current directorships of listed companies Mr Sullivan has been a director of Resolute Mining Limited since June 2001, Zeta Resources Limited since June 2013, Panoramic Resources Ltd since October 2015 and Bligh Resources Ltd since 13 July 2017. Former directorships of listed companies in last 3 years – Pan Pacific Petroleum NL September 2014 – April 2018. James Noel Sullivan FAICD (Managing Director) Director since 2004 Mr Sullivan has over 20 years’ experience in commerce providing services to the mining and allied industries. Mr Sullivan was instrumental in establishing and managing the Golden Cliffs Prospecting Syndicate which acquired and pegged a number of prospective tenements in the Eastern Goldfields. The Golden Cliffs Prospecting Syndicate was subsequently acquired by the Company in 1996. Mr Sullivan has extensive knowledge in mining and prospecting in the North Eastern Goldfields and in particular on matters involving tenement administration, native title negotiation and supply and logistics of services. Mr Sullivan’s practical knowledge in these areas is of great benefit to the Company as it seeks to develop its assets for the benefit of its shareholders. Other current directorships of listed companies - none Mr Sullivan was appointed director of Bligh Resources Ltd on 13 July 2017. Former directorships of listed companies in last 3 years - none Peter Ernest Huston B. Juris, LLB (Hons), B.Com, LLM (Non-executive Director) Mr Peter Huston was appointed as a non-executive Director in March 2017. Previously he spent 12 years as a Partner in the law firm now known as Norton Rose and over 10 years as a Director in boutique private equity at Troika Securities Limited. Mr Huston advised principally in the area of corporate litigation, mergers, acquisitions, takeovers and public listings. He has been involved in a number of significant and well known corporate transactions and continues as a private adviser to a discrete number of substantial Corporations, Partnerships and Family Offices. Mr Huston holds a Bachelor of Jurisprudence, Bachelor of Laws (Honours), Bachelor of Commerce, Master of Laws and is admitted to practice in the Supreme Court, Federal Court and High Court of Australia. Other current directorships of listed companies - none Former directorships of listed companies in last 3 years - Non-executive Chairman of Resolute Mining Ltd until June 2017 Mark Edward Pitts B.Bus FCA, GAICD (Company Secretary) Mr Pitts was appointed to the position of Company Secretary in February 2009. Mr Pitts is a Chartered Accountant with over 25 years’ experience in statutory reporting and business administration. He has been directly involved with and consulted to a number of public companies holding senior financial management positions. He is a partner in the corporate advisory firm Endeavour Corporate. Endeavour offers professional services focused on Company Secretarial support, commercial and financial advice and supervision of ASIC and ASX compliance requirements. GME Resources Limited | Annual Report 2018 16 Remuneration Report (Audited) The remuneration report is set out in the following manner: • • • • Policies used to determine the nature and amount of remuneration Key Management Personnel Service agreements Share based compensation • Details of remuneration • Key Management Personnel interests • Other transactions with Key Management Personnel Remuneration Policy The Board of Directors are responsible for remuneration policies and the packages applicable to the Directors of the Company. The broad remuneration policy is to ensure that packages offered properly reflect a person’s duties and responsibilities and that remuneration is competitive and attracts, retains, and motivates people of the highest quality. The Managing Director, Executive and Non-executive Directors are remunerated for the services they render to the Company and such services are carried out under normal commercial terms and conditions. Engagement and payment for such services are approved by the other Directors who have no interest in the engagement of services. At the date of this report the Company had not entered into any packages with Directors or senior executives which include performance-based components. The Company does not operate an employee share option plan. Details of Key Management Personnel (KMP) Directors Peter Ross Sullivan James Noel Sullivan Peter Ernest Huston Executives Non-executive Chairman Managing Director Non-executive Director Mark Edward Pitts Company Secretary Service Agreements There are no service agreements with any of the Company’s KMP. Share Based Compensation There is currently no provision in the policies of the Group for the provision of share-based compensation to Directors. The interest of Directors in shares and options is set out elsewhere in this repor GME Resources Limited | Annual Report 2018 17 Remuneration Report (Audited) (Continued) Details of Remuneration for KMP Details of the nature and amount of each element of the emoluments of the key management personnel of the companies in the Group are: 2018 Short Term Benefits Salary & Fees $ Post- Employment Benefits Long Term Benefits Total Performance Related Superannuation $ Options $ $ % Executive Directors James N Sullivan 164,384 15,616 30,000 24,000 60,000 278,384 Short Term Benefits Salary & Fees $ Non-executive Directors Peter R Sullivan Peter E Huston Executives Mr Mark Pitts 2017 Executive Directors James N Sullivan (1) Non-executive Directors Peter R Sullivan Peter E Huston (2) Former non-executive Directors Michael D Perrott (3) Executives Mr Mark Pitts - - - - - 180,000 30,000 24,000 60,000 294,000 - - - - - - - 15,616 Post- Employment Benefits Long Term Benefits Total Performance Related Superannuation $ Options $ $ % 229,384 15,616 - 245,000 26.5 25,500 7,000 21,370 60,000 343,254 - - - - 15,616 - - - - - 25,500 7,000 21,370 60,000 358,870 - - - - Includes a $65,000 bonus paid to Mr Sullivan upon successful completion of the Devon Gold Mine project. (1) (2) From date of appointment 20 March 2017 (3) Up to date of resignation 20 March 2017 GME Resources Limited | Annual Report 2018 Remuneration Report (Audited) (Continued) KMP Interests The relevant interests of KMP either directly or through entities controlled by the KMP in the share capital of the Company as at the date of the Directors’ Report and at the end of the financial year are: 18 2018 Director Peter R Sullivan James N Sullivan Peter E Huston Mark E Pitts 2017 Director Peter R Sullivan James N Sullivan Peter E Huston Mark E Pitts Michael D Perrott (1) Ordinary Shares Opening Balance Net Change Ordinary Shares Closing Balance 30,109,888 23,467,169 39,601,476 - 1,204,393 939,045 1,584,058 - - - 31,314,281 24,415,212 41,185,534 - Ordinary Shares Closing Balance 30,109,888 23,467,169 39,601,476 - - Ordinary Shares Opening Balance Net Change 30,109,888 23,467,169 - - 39,601,476 - 18,265,922 (18,265,922) (1) Shares held at date of appointment/resignation Other transactions with KMP During the year, the consolidated entity paid $24,535 (2017: $23,072) for commercial rent of a property owned by the Leonora Property Syndicate, an entity in which Peter Sullivan and James Sullivan have an interest. The balance owed to the Leonora Property Syndicate as at 30 June 2018 was $7,285 (2017: $nil). In addition to the fees paid to Mark Pitts for Company Secretarial Services, the Company also paid $7,481 (2017: $23,513) to Endeavour Corporate, of which Mark Pitts is a partner, for Accounting services. The Company has an amount payable of $8,531 (2017: $nil) to Endeavour Corporate as at 30 June 2018. The Company has an amount payable of $nil (2017: $25,500) to Hardrock Capital Pty Ltd, a company of which Peter Sullivan is a director, in relation to Directors’ fees. During the year, the consolidated entity paid $nil (2017: $840) for commercial hire of a vehicle owned by Sullivan’s Garage Pty Ltd, an entity in which James Sullivan has an interest GME Resources Limited | Annual Report 2018 19 Remuneration Report (Audited) (Continued) Loans to KMP There were no loans entered into with KMP during the financial year under review. END OF REMUNERATION REPORT Meetings of Directors During the year, 4 meetings of directors were held. Attendances were: Name Peter R Sullivan James N Sullivan Peter E Huston Options Number Eligible to Attend Number Attended 4 4 4 4 4 4 At the date of this report there were no options on issue. There were no shares issued during the year or since the end of the year upon exercise of options. Audit Committee The Board reviews the performance of the external auditors on an annual basis and meets with them during the year to review findings and assist with Board recommendations. The Board does not have a separate audit committee with a composition as suggested in the best practice recommendations. The full Board carries out the function of an audit committee. The Board believes that the Company is not of a sufficient size to warrant a separate committee and that the full board is able to meet objectives of the best practice recommendations and discharge its duties in this area. Indemnifying Officers or Auditors The Company has not, during or since the financial year, in respect of any person who is or has been an officer or the auditor of the Company or of a related body corporate, indemnified or made any relative agreement for indemnifying against a liability incurred as an officer or auditor, including costs and expenses in defending legal proceedings. Environmental Regulation The Group’s exploration and mining tenements are located in Western Australia. There are significant regulations under the Western Australian Mining Act 1978 and the Environmental Protection Acts that apply. Licence requirements relating to ground disturbance, rehabilitation and waste disposal exist for all tenements held. The Directors are not aware of any significant breaches during the period covered by this report. GME Resources Limited | Annual Report 2018 20 Non-audit Services Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined in Note 12 to the financial statements. The Directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are of the opinion that the services do not compromise the auditor’s independence as all non-audit services have been reviewed to ensure that they do not impact the impartiality and objectivity of the auditor and none of the services undermine the general principles relating to auditor independence as set out in Code of Conduct APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional & Ethical Standards Board. Auditor Independence and Non-Audit Services Section 307C of the Corporations Act 2001 requires our auditors, HLB Mann Judd, to provide the directors of the Company with an Independence Declaration in relation to the audit of the financial report. This Independence Declaration is set out on the following page and forms part of this directors’ report for the year ended 30 June 2018. This report is signed in accordance with a Resolution of Directors. James Sullivan Managing Director Perth, Western Australia 27 September 2018 GME Resources Limited | Annual Report 2018 AUDITOR’S INDEPENDENCE DECLARATION 21 GME Resources Limited | Annual Report 2018 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2018 22 Revenue Sale of ore from gold mining operation Mining and processing costs Royalty expense Gross profit Other income Depreciation and amortisation expense Impairment of exploration and evaluation expenditure Management and consulting fees Administration expenses Results from operating activities Financial income Financial expense Net financing (expense)/income Note Consolidated 2018 $ 2017 $ 2(a) 5/6 7 2(b) - - - - - 5,200,259 5,200,259 (2,968,580) (80,234) 2,151,445 100,000 100,000 100,000 2,251,445 (2,462) (2,168) (1,148,922) (291,067) (114,000) (538,646) (1,704,030) (151,667) (341,048) 1,465,495 6,447 - 6,447 16,493 - 16,493 Profit/(loss) before income tax (1,697,583) 1,481,988 Income tax benefit 3 613,196 297,759 Net profit/(loss) for the year (1,084,387) 1,779,747 Other comprehensive income - - Total comprehensive income/(loss) for the year (1,084,387) 1,779,747 Basic earnings/(loss) per share (cents per share) 14 (0.23) 0.38 Diluted earnings/(loss) per share (cents per share) (0.23) 0.38 The accompanying notes form part of this financial statement. GME Resources Limited | Annual Report 2018 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2018 23 Note Consolidated 2018 $ 2017 $ 11(a) 4 4 5 6 7 1,735,454 2,226,722 97,007 33,162 70,274 129,384 1,865,623 2,426,380 17,286 2,793 1,107 17,286 4,148 2,214 30,088,279 30,109,465 28,450,995 28,474,643 31,975,088 30,901,023 CURRENT ASSETS Cash and cash equivalents Trade and other receivables Prepayments TOTAL CURRENT ASSETS NON-CURRENT ASSETS Trade and other receivables Plant and equipment Intangible assets Deferred exploration and evaluation expenditure TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables 8 543,484 354,340 TOTAL CURRENT LIABILITIES 543,484 354,340 TOTAL LIABILITIES 543,484 354,340 NET ASSETS EQUITY Issued capital Accumulated losses TOTAL EQUITY 31,431,604 30,546,683 9 55,340,239 53,370,931 (23,908,635) (22,824,248) 31,431,604 30,546,683 The accompanying notes form part of this financial statement. GME Resources Limited | Annual Report 2018 24 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2018 CONSOLIDATED Issued Capital Accumulated Losses $ $ Total $ Balance at 30 June 2016 53,203,031 (24,603,995) 28,599,036 Profit for the year Total comprehensive income for the year Transaction with owners in their capacity as owners Shares issued net of costs Balance at 30 June 2017 Loss for the year Total comprehensive loss for the year Transaction with owners in their capacity as owners Shares issued net of costs Balance at 30 June 2018 - - 1,779,747 1,779,747 1,779,747 1,779,747 167,900 53,370,931 - (22,824,248) 167,900 30,546,683 - - (1,084,387) (1,084,387) (1,084,387) (1,084,387) 1,969,308 55,340,239 - (23,908,635) 1,969,308 31,431,604 The accompanying notes form part of this financial statement. GME Resources Limited | Annual Report 2018 25 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2018 Note Consolidated 2018 $ 2017 $ Cash flows from operating activities Proceeds from gold sales Payments for expenses of mining operation Payments to suppliers and employees Payments for exploration and evaluation Interest received Research and development tax offset Other income – Proceeds from royalty and facilitation fee - - (512,325) (2,667,894) 6,447 613,196 100,000 Net cash inflow/(outflow) from operating activities 11(a) (2,460,576) Cash flows from investing activities Purchase of non-current assets Net cash outflow from investing activities Cash flows from financing activities Proceeds from issue of shares Payment of costs associated with issue of shares Net cash inflow/(outflow) from financing activities - - 2,039,824 (70,516) 1,969,308 5,720,285 (2,605,557) (463,264) (2,363,170) 16,396 297,759 100,000 702,449 (2,844) (2,844) - (2,100) (2,100) Net increase/(decrease) in cash and cash equivalents (491,268) 697,505 Cash and cash equivalents held at the start of the year 2,226,722 1,529,217 Cash and cash equivalents held at the end of the year 11(a) 1,735,454 2,226,722 The accompanying notes form part of this financial statement. GME Resources Limited | Annual Report 2018 26 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 1. STATEMENT OF ACCOUNTING POLICIES GME Resources Limited (the “Company”) is a listed public Company, incorporated and domiciled in Australia. The consolidated financial statements of the Company for the financial year ended 30 June 2018 comprise the Company and its subsidiaries (together referred to as the “Consolidated Entity” or “Group”). a) Basis of preparation The financial statements are general-purpose financial statements, which have been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and Interpretations and comply with other requirements of the law. The financial statements have also been prepared on a historical cost basis. The accounting policies detailed below have been consistently applied to all of the years presented unless otherwise stated. The financial statements are presented in Australian dollars. The Company is a listed public company, incorporated in Australia and operating in Australia. The Group’s principal activities are mineral exploration. b) Adoption of new and revised standards In the year ended 30 June 2018, the Directors have reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to the Group’s operations and effective for the current annual reporting period. It has been determined by the Directors that there is no material impact, of the new and revised Standards and Interpretations on business and, therefore, no change is necessary to Group accounting policies. The Directors have also reviewed all new Standards and Interpretations that have been issued but are not yet effective for the year ended 30 June 2018. As a result of this review the Directors have determined that there is no material impact of AASB 15 Revenue or AASB 9 Financial Instruments on the Group’s business. The Directors are in the process of reviewing the impact of AASB 6 Leases. c) Critical accounting judgements and key estimates The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expense. Actual results may differ from these estimates. Exploration and evaluation costs The Company has assessed the exploration and evaluation costs in accordance with AASB 6 Exploration for and Evaluation of Mineral Resources and believes there are no indicators for impairment. In addition, the recoverability of the carrying amount of exploration and evaluation costs carried forward has been reviewed by the Directors. In conducting the review, the recoverable amount of the Group’s deferred exploration and evaluation expenditure of $29,360,945 relating to the NiWest nickel laterite project has been assessed by reference to the higher of “fair value less costs to sell” and “value in use“. GME Resources Limited | Annual Report 2018 27 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 1. STATEMENT OF ACCOUNTING POLICIES (CONTINUED) In determining value in use, future cash flows are based on: • Estimates of ore reserves and mineral resources for which there is a high degree of confidence of economic extraction. • Estimated production and sales levels. • Estimated future commodity prices. • • • Future costs of production. Future capital expenditure. Future exchange rates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognised in the period in which the estimate is revised if it affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The NiWest PFS has confirmed the technical and financial robustness of a long-life operation directly producing high-purity nickel and cobalt sulphate products to be delivered into the forecast rapid growth of lithium-ion battery raw material markets. The cashflow model used to support the assessment was calculated over a period of 20 years, being the estimated life of the mine. In reviewing the model for this financial year, the Board assessed a number of economic assumptions and outcomes: • Life-of-mine price estimates of US$8.00/lb nickel (includes US$0.75/lb sulphate premium) and US$25/lb cobalt (zero sulphate premium). A$/US$ assumption of 0.75. • Ungeared post-tax NPV8% of A$791M and internal rate of return (IRR) of 16.2% (equivalent pre- tax values of A$1,390M and 21.2%, respectively). Payback period (pre-tax) of 4.4 years. • Average cash unit operating cost (post royalties and cobalt credits) of US$3.24/lb contained nickel (US$3.00/lb for the first 15 years). • Forecast pre-production capital expenditure of A$966M, representing a globally attractive preproduction capital intensity of sub-US$20 per pound of average annual nickel production. • Projected free cashflow (post all capital expenditure and tax) of A$3,342M. Variations to expected future cash flows, and timing thereof, could result in significant changes to the impairment test results, which in turn could impact future financial results. Due to the focus on the Ni West Nickel project, the Directors have elected to impair the Group’s other areas of interest as no substantive expenditure is currently budgeted or planned. GME Resources Limited | Annual Report 2018 28 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 1. STATEMENT OF ACCOUNTING POLICIES (CONTINUED) Units of production method of amortisation The Company amortises mine properties in production on a units of production basis over economically recoverable reserves and resources. These calculations require the use of estimates and assumptions. Significant judgment is required in assessing the available reserves and resources under this method. Factors that must be considered in determining the reserves and resources are the complexity of metallurgy, product prices, costs structures and future developments. When these factors change or become known in the future, such differences will impact amortisation expense and carrying value of mine property assets. The accounting policies and methods of computation adopted in the preparation of the financial statements are consistent with those adopted and disclosed in the Company’s financial statements for the financial year ended 30 June 2017. d) Going concern The financial report has been prepared on the going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the normal course of business. As disclosed in the financial statements, the Group recorded an operating loss of $1,084,387, and a cash outflow from operating activities of $2,460,576 for the year ended 30 June 2018 and at balance date, had net current assets of $1,322,139. Notwithstanding the positive results and current working capital position, should the Company not be successful in obtaining adequate funding, or should cashflows not eventuate as planned, there is a material uncertainty that may cast significant doubt as to the ability of the Group to continue as a going concern and whether it can realise its assets and extinguish its liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the Group not continue as a going concern. e) Statement of compliance The financial statements were authorised for issue on 27 September 2018. The financial statements comply with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial statements, comprising the financial statements and notes thereto, complies with International Financial Reporting Standards (IFRS). GME Resources Limited | Annual Report 2018 29 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 1. STATEMENT OF ACCOUNTING POLICIES (CONTINUED) f) Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company. Control is achieved when the Company: • has power over the investee; • is exposed, or has rights, to variable returns from its involvement in with the investee; and • has the ability to its power to affect its returns. The Company reassess whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements listed above. When the Company has less than a majority of the voting rights if an investee, it has the power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights are sufficient to give it power, including; • the size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders; • potential voting rights held by the Company, other vote holders or other parties; rights arising from other contractual arrangements; and • any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholder meetings Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss or other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members are eliminated in full on consolidation. GME Resources Limited | Annual Report 2018 30 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 1. STATEMENT OF ACCOUNTING POLICIES (CONTINUED) Changes in the Group’s ownership interest in existing subsidiaries Changes in the Group’s ownership interest in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in subsidiaries. Any difference between the amount paid by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners of the Company. When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated as the difference between: • The aggregate of the fair value of the consideration received and the fair value of any retained interest; and • The previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit and loss or transferred to another category of equity as specified/permitted by the applicable AASBs). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under AASB 139, when applicable, the cost on initial recognition of an investment in an associate or a joint venture. f) Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised: Interest income Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial asset. Royalty income Revenue from royalties is measured at the fair value of the consideration received and receivable. Revenue is recognised when the significant risk and rewards of ownership have been transferred, recovery of the consideration is probable and the amount of revenue can be measured reliably. Facilitation fee Revenue from facilitation fees is measured at the fair value of the consideration received and receivable. Revenue is recognised when the significant risk and rewards of ownership have been transferred, recovery of the consideration is probable and the amount of revenue can be measured reliably. GME Resources Limited | Annual Report 2018 31 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 1. STATEMENT OF ACCOUNTING POLICIES (CONTINUED) Ore sales Ore sales revenue is recognised when control of the gold passes at the delivery point. Proceeds received in advance of control passing are recognised as unearned revenue. g) Borrowing costs Borrowing costs are recognised as an expense when incurred except those that relate to the acquisition, construction or production of qualifying assets where the borrowing cost is added to the cost of those assets until such time as the assets are substantially ready for their intended use or sale. h) Cash and cash equivalents Cash and short-term deposits in the Consolidated Statement of Financial Position comprise cash at bank and on hand. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. For the purposes of the Consolidated Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts. i) Trade and other receivables Trade receivables, which generally have 30-90 day terms, are recognised and carried at original invoice amount less an allowance for any uncollectible amounts. An allowance for doubtful debts is made when there is objective evidence that the Group will not be able to collect the debts. Bad debts are written off when identified. j) Inventories Inventories are valued at the lower of cost and net realisable value. Costs, including an appropriate portion of fixed and variable overhead expenses, are assigned to inventory on hand by the method most appropriate to each particular class of inventory, with the majority being valued on a first in first our basis. Net realisable value represents the estimated selling price less all estimated costs of completion and costs necessary to make the sale. k) Income tax Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance date. Deferred income tax is provided on all temporary differences at the balance date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. GME Resources Limited | Annual Report 2018 32 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 1. STATEMENT OF ACCOUNTING POLICIES (CONTINUED) l) Income tax (continued) Deferred income tax liabilities are recognised for all taxable temporary differences except: • when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or • when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised, except: • when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or • when the deductible temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised. The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance date. Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss. Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority. GME Resources Limited | Annual Report 2018 33 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 1. STATEMENT OF ACCOUNTING POLICIES (CONTINUED) l) Other taxes (continued) Tax consolidation legislation GME Resources Limited and its 100% owned Australian resident subsidiaries have implemented the tax consolidation legislation. Current and deferred tax amounts are accounted for in each individual entity as if each entity continued to act as a taxpayer on its own. GME Resources Limited recognises both its own current and deferred tax amounts and those current tax liabilities, current tax assets and deferred tax assets arising from unused tax credits and unused tax losses which it has assumed from its controlled entities within the tax consolidated group. Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts payable or receivable from or payable to other entities in the Group. Any difference between the amounts receivable or payable under the tax funding agreement are recognised as a contribution to (or distribution from) controlled entities in the tax consolidated group. m) Other taxes 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 Tax 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 Consolidated Statement of Financial Position are shown inclusive of GST. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Consolidated Statement of Financial Position. n) Plant and equipment including mine development asset Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Such cost includes the cost of replacing parts that are eligible for capitalisation when the cost of replacing the parts is incurred. Similarly, when each major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement only if it is eligible for capitalisation. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets as follows: Plant and equipment – 4 to 5 years. Mine development costs – units of production The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each financial year end. GME Resources Limited | Annual Report 2018 34 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 1. STATEMENT OF ACCOUNTING POLICIES (CONTINUED) (n) Plant and equipment including mine development asset (continued) i) Impairment The carrying values of plant and equipment are reviewed for impairment at each reporting date, with recoverable amount being estimated when events or changes in circumstances indicate that the carrying value may be impaired. The recoverable amount of plant and equipment is the higher of 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. For an asset that does not generate largely independent cash inflows, recoverable amount is determined for the cash-generating unit to which the asset belongs, unless the asset's value in use can be estimated to be close to its fair value. An impairment exists when the carrying value of an asset or cash-generating units exceeds its estimated recoverable amount. The asset or cash-generating unit is then written down to its recoverable amount. For plant and equipment, impairment losses are recognised in the Consolidated Statement of Profit or Loss and other Comprehensive Income. ii) Derecognition and disposal An item of plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognised. iii) Mine development costs Capitalised mine development costs include expenditure incurred to develop new orebodies, to define further mineralisation in existing orebodies and, to expand the capacity of a mine. These costs are amortised from the date on which commercial production begins. Depreciation, depletion and amortisation of mine development costs are computed by the units-of- production method based on estimated quantities of economically recoverable reserves which can be recovered in the future from known mineral deposits. GME Resources Limited | Annual Report 2018 35 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 1. STATEMENT OF ACCOUNTING POLICIES (CONTINUED) o) Investments and other financial assets Stripping costs incurred during the production phase to remove additional waste are charged to operating costs on the basis of the average life of mine stripping ratio and the average life of mine costs per tonne. The average stripping ratio is calculated as the number of tonnes of waste material expected to be removed during the life of mine per tonne of ore mined. The average life of mine cost per tonne is calculated as the total expected costs to be incurred to mine the orebody, divided by the number of tonnes expected to be mined. The average life of mine stripping ratio and the average life of mine cost per tonne are recalculated annually in the light of additional knowledge and changes in estimates. Financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement are classified as either financial assets at fair value through profit or loss, loans and receivables, held-to- maturity investments, or available-for-sale investments, as appropriate. When financial assets are recognised initially, they are measured at fair value, plus, in the case of investments not at fair value through profit or loss, directly attributable transactions costs. The Group determines the classification of its financial assets after initial recognition and, when allowed and appropriate, re-evaluates this designation at each financial year-end. All regular way purchases and sales of financial assets are recognised on the trade date i.e. the date that the Group commits to purchase the asset. Regular way purchases or sales are purchases or sales of financial assets under contracts that require delivery of the assets within the period established generally by regulation or convention in the marketplace. i) Financial assets at fair value through profit or loss Financial assets classified as held for trading are included in the category ‘financial assets at fair value through profit or loss’. Financial assets are classified as held for trading if they are acquired for the purpose of selling in the near term. Derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on investments held for trading are recognised in profit or loss. ii) Held-to-maturity investments Non-derivative financial assets with fixed or determinable payments and fixed maturity are classified as held-to-maturity when the Group has the positive intention and ability to hold to maturity. Investments intended to be held for an undefined period are not included in this classification. Investments that are intended to be held-to-maturity, such as bonds, are subsequently measured at amortised cost. This cost is computed as the amount initially recognised minus principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initially recognised amount and the maturity amount. This calculation includes all fees and points paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs and all other premiums and discounts. For investments carried at amortised cost, gains and losses are recognised in profit or loss when the investments are derecognised or impaired, as well as through the amortisation process. GME Resources Limited | Annual Report 2018 36 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 1. STATEMENT OF ACCOUNTING POLICIES (CONTINUED) o) Investments and other financial assets (continued) iii) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are carried at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, as well as through the amortisation process. iv) Available-for-sale investments Available-for-sale investments are those non-derivative financial assets that are designated as available- for-sale or are not classified as any of the three preceding categories. After initial recognition, available- for sale investments are measured at fair value with gains or losses being recognised as a separate component of equity until the investment is derecognised or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is recognised in profit or loss. The fair value of investments that are actively traded in organised financial markets is determined by reference to quoted market bid prices at the close of business on the balance date. For investments with no active market, fair value is determined using valuation techniques. Such techniques include using recent arm’s length market transactions; reference to the current market value of another instrument that is substantially the same; discounted cash flow analysis and option pricing models. p) Deferred exploration and evaluation expenditure Exploration and evaluation costs, including the costs of acquiring licences, are capitalised as exploration and evaluation assets on an area of interest basis. Costs incurred before the Group has obtained the legal rights to explore an area are recognised in the Consolidated Statement of Profit or Loss and Other Comprehensive Income. 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 (see impairment accounting policy 1(q)). GME Resources Limited | Annual Report 2018 37 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 1. STATEMENT OF ACCOUNTING POLICIES (CONTINUED) p) Deferred exploration and evaluation expenditure (continued) 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 mine development assets. Revenue from trial mining operations which are considered necessary to provide the basis for any development activity, is offset against any deferred exploration and evaluation expenditure in respect of that operation. (q) Impairment of tangible and intangible assets other than goodwill The Group assesses at each balance date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets and the asset’s value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount. 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. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation decrease). An assessment is also made at each balance date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimate used to determine the assets recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in previous years. Such reversal is recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. After such reversal, the depreciation charge is adjusted in future periods to allocate the assets revised carrying amount, less any residual value, on a systematic basis over its remaining useful life. GME Resources Limited | Annual Report 2018 38 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 1. STATEMENT OF ACCOUNTING POLICIES (CONTINUED) r) Impairment of financial assets The Group assesses at each balance date whether a financial asset or group of financial assets is impaired. Financial assets carried at amortised cost If there is objective evidence that an impairment loss on loans and receivables carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate (i.e. the effective interest rate computed at initial recognition). The carrying amount of the asset is reduced either directly or through use of an allowance account. The amount of the loss is recognised in profit or loss. The Group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, and individually or collectively for financial assets that are not individually significant. If it is determined that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, the asset is included in a Group of financial assets with similar credit risk characteristics and that Group of financial assets is collectively assessed for impairment. Assets that are individually assessed for impairment and for which an impairment loss is or continues to be recognised are not included in a collective assessment of impairment. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed. Any subsequent reversal of an impairment loss is recognised in profit or loss, to the extent that the carrying value of the asset does not exceed its amortised cost at the reversal date. Financial assets carried at cost If there is objective evidence that an impairment loss has been incurred on an unquoted equity instrument that is not carried at fair value (because its fair value cannot be reliably measured), or on a derivative asset that is linked to and must be settled by delivery of such an unquoted equity instrument, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the current market rate of return for a similar financial asset. Such impairment loss shall not be reversed in subsequent periods s) Trade and other payables Trade payables and other payables are carried at amortised costs and represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. Trade and other payables are presented as current liabilities unless payment is not due within 12 months. t) Issued capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. GME Resources Limited | Annual Report 2018 39 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 1. STATEMENT OF ACCOUNTING POLICIES (CONTINUED) u) Earnings per share Basic EPS is calculated as net result attributable to members, adjusted to exclude costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element. Diluted EPS is calculated as net result attributable to members, adjusted for: • • costs of servicing equity (other than dividends) and preference share dividends; the after-tax effect of dividends and interest associated with potential dilutive ordinary shares that have been recognised as expenses; and • other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and potential dilutive ordinary shares, adjusted for any bonus element. v) Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors of GME Resources Limited. w) Leases Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. x) Parent entity financial information The financial information for the parent entity, disclosed in Note 20 has been prepared on the same basis as the consolidated financial statements. Investments in subsidiaries, associates and joint venture entities Investments in subsidiaries, associates and joint venture entities are accounted for at cost in the parent entity’s financial statements. Dividends received from associates are recognised in the parent entity’s profit or loss, rather than being deducted from the carrying amount of these investments. GME Resources Limited | Annual Report 2018 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 40 Consolidated 2018 $ 2017 $ 100,000 100,000 100,000 100,000 38,274 37,739 154,735 56,106 24,432 103,572 91,979 35,809 538,646 27,780 35,780 - 45,529 28,700 129,122 44,662 29,385 341,048 2. OTHER INCOME AND EXPENSES (a) Other income: Facilitation fee for prospecting rights Total revenue (b) Administration costs: Audit and taxation compliance fees Accounting fees Consulting fees Corporate compliance costs Insurance Office costs Research & development claim preparation Other 3. INCOME TAX (a) Income tax recognised in profit and loss The major components of tax benefit are: Adjustments recognised in the current year in relation to the current tax – R&D tax offset Total tax benefit 613,196 613,196 297,759 297,759 The prima facie income tax expense on pre-tax accounting result from operations reconciles to the income tax provided in the financial statements as follows: Accounting profit/(loss) before tax from continuing operations (1,697,583) 1,481,988 Income tax expense/(benefit) calculated at 27.5% (2017: 27.5%) Non-deductible expenses R&D tax incentive Tax losses and deferred tax balances not recognised Change in tax rate Income tax benefit reported in the Consolidated Statement of Profit or Loss and Other Comprehensive Income (466,835) - 613,196 466,835 - 407,547 27,865 297,759 (715,943) 280,531 613,196 297,759 GME Resources Limited | Annual Report 2018 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 41 3. INCOME TAX (CONTINUED) (b) Unrecognised deferred tax balances Deferred tax assets comprise: Tax losses carried forward Other deferred tax balances Deferred tax liabilities comprise: Exploration expenditure capitalised Prepayments Consolidated 2018 $ 2017 $ 11,457,795 10,162,206 20,272 67,497 11,478,067 10,229,703 9,026,483 7,824,023 9,949 - 9,036,432 7,824,023 Income tax benefit not recognised directly in equity during the year: Capital raising costs - - Potential deferred tax assets attributable to tax losses and capital losses carried forward have not been brought to account because the Directors do not believe it is appropriate to regard realisation of the future tax benefit as probable. Tax Consolidation Effective 1 July 2003, for the purposes of income taxation, the Company and its 100% wholly-owned subsidiaries formed a tax consolidated group. The head entity of the tax consolidated group is GME Resources Limited. 4. TRADE AND OTHER RECEIVABLES Current GST Refundable Other Non-current Bonds 78,999 18,008 97,007 67,986 2,288 70,274 17,286 17,286 GME Resources Limited | Annual Report 2018 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 5. PLANT AND EQUIPMENT (NON-CURRENT) Plant and equipment - at cost Less accumulated depreciation Total plant and equipment Reconciliation of the carrying amount of plant and equipment: Carrying amount at the beginning of the year Additions Depreciation Carrying amount at the end of the year 6. INTANGIBLE ASSETS (NON-CURRENT) Software – at cost Less accumulated amortisation Reconciliation of the carrying amount of intangible assets Carrying amount at the beginning of the year Depreciation Carrying amount at the end of the year 42 Consolidated 2018 $ 2017 $ 745,610 (742,817) 2,793 745,610 (741,462) 4,148 4,148 - (1,355) 2,793 18,453 (17,346) 1,107 2,214 (1,107) 1,107 1,996 2,844 (692) 4,148 18,453 (14,762) 3,691 3,691 (1,477) 2,214 GME Resources Limited | Annual Report 2018 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 7. DEFERRED EXPLORATION AND EVALUATION EXPENDITURE (NON-CURRENT) Exploration and evaluation phase - at cost Movements: Balance at beginning of the year Direct expenditure Less impairment of exploration and evaluation expenditure (1) 43 Consolidated 2018 $ 2017 $ 28,450,995 2,786,206 31,237,201 (1,148,922) 30,088,279 26,423,143 2,318,919 28,742,062 (291,067) 28,450,995 (1) The ultimate recoupment of the above deferred exploration and evaluation expenditure is dependent on the successful development and commercial exploitation or, alternatively, sale of the respective areas at amounts sufficient to recover the investment. Where facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount, the expenditure has been impaired down to its recoverable amount. The Directors have elected to impair the Group’s areas of interest, other than the NiWest Nickel project, as no substantive expenditure is currently budgeted or planned. 8. PAYABLES (CURRENT) Trade payables and accruals 543,484 543,484 354,340 354,340 Trade payables and accruals are non-interest bearing and normally settled on 30-day terms. Details of exposure to interest rate risk and fair value in respect of liabilities are set out in Note 16. There are no secured liabilities as at 30 June 2018. GME Resources Limited | Annual Report 2018 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 44 Consolidated 2018 $ 2017 $ 9. ISSUED CAPITAL 482,140,229 (2017: 463,596,374) ordinary shares, fully paid 55,340,239 53,370,931 Ordinary shares Balance at the beginning of the year Rights Issue Issued on appointment of corporate advisors Costs associated with issue 53,370,931 2,039,824 - (70,516) 53,203,031 - 170,000 (2,100) Balance at the end of the year 55,340,239 53,370,931 No of Shares No of Shares 463,596,374 461,596,374 18,543,855 - - 2,000,000 482,140,229 463,596,374 Company’s Cost of Investment 2018 $ - - 616,893 4,561,313 5,178,206 Company’s Cost of Investment 2017 $ - - 616,893 4,561,313 5,178,206 Balance at the beginning of the year Rights Issue Issued on appointment of corporate advisors Balance at the end of the year 10. ENTITIES CONTROLLED Name of Controlled Entity/ (Country of Incorporation) Percentage Owned GME Sulphur Inc (USA) GME Investments Pty Ltd (Australia) Golden Cliffs NL (Australia) NiWest Limited (Australia) 2018 % 2017 % 100 100 100 100 100 100 100 100 GME Resources Limited | Annual Report 2018 45 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 Consolidated 2018 $ 2017 $ 11. CONSOLIDATED STATEMENT OF CASHFLOWS a) Reconciliation of cash flows from operating activities b) Profit/(loss) from ordinary activities after tax Depreciation / amortisation Exploration costs impaired/written off Exploration costs capitalised (excluding creditors) Mine development costs (capitalised)/reversed Decrease/(increase) in receivables and prepayments Increase/(decrease) in sundry creditors (increase)/decrease in inventories (1,084,387) 2,462 1,148,922 (2,669,869) - 96,467 45,829 - 1,779,747 2,168 291,067 (2,373,170) 1,452,671 (95,549) (883,617) 529,132 Net cash inflows/(outflows) from operating activities (2,460,576) 702,449 Reconciliation of cash and cash equivalents Cash balance comprises: Cash at bank Deposits at call 15,842 1,719,612 1,735,454 28,985 2,197,737 2,226,722 Cash at bank earns interest at floating rates based on daily bank deposit rates. Short term deposits are made for varying periods between 3 to 6 months depending on the immediate cash requirements of the Group and earn interest at the respective short-term deposit rates. b) Non-cash financing activities Issue of 2,000,000 shares at a deemed value of $0.085 on appointment of corporate advisors - - 170,000 170,000 GME Resources Limited | Annual Report 2018 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 46 12. AUDITOR’S REMUNERATION Amounts received or due and receivable by the auditors of GME Resources Ltd for: • • an audit or review of the financial statements of the Company and any other entity in the Group other services in relation to the Company and any other entity in the Group (tax compliance services) Consolidated 2018 $ 2017 $ 35,000 2,462 38,274 27,780 2,168 29,030 13. SEGMENT REPORTING AASB 8 Operating Segments which requires operating segments to be identified on the basis of internal reports about components of the Group that are reviewed by the chief operating decision maker, being the Board of GME Resources Limited, in order to allocate resources to the segment and assess its performance. The Board of GME Resources Limited reviews internal reports prepared as consolidated financial statements and strategic decisions of the Group are determined upon analysis of these internal reports. During the period, the Group operated predominantly in one business and geographical segment being the resources sector in Australia. Accordingly, under the ‘management approach’ outlined only one operating segment has been identified and no further disclosure is required in the notes to the consolidated financial statements. 14. EARNINGS/(LOSS) PER SHARE Basic and diluted earnings/(loss) per share (cents) (0.23) 0.38 Profit/(loss) used in calculation of basic and diluted earnings/(loss) per share ($1,084,387) $1,779,747 Weighted average number of ordinary shares outstanding during the year used in calculation of basic and diluted earnings/(loss) per share The Company does not have any options on issue. 464,454,941 462,266,704 GME Resources Limited | Annual Report 2018 47 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 15. DIRECTORS’ AND EXECUTIVES’ DISCLOSURES a) Details of Key Management Personnel Directors Peter Ross Sullivan James Noel Sullivan Peter Ernest Huston Executives Non-executive Chairman Managing Director Non-executive Director Mark Edward Pitts Company Secretary b) Key Management Personnel Compensation Short-term employee benefits Post-employment benefits Long-term employee benefits Consolidated 2018 $ 278,384 15,616 - 294,000 2017 $ 343,254 15,616 - 358,870 c) Other transactions and balances with Key Management Personnel There were no other transactions with key management personnel during this financial year other than those included at Note 19. 16. FINANCIAL INSTRUMENT DISCLOSURES Financial risk management objectives The Group is exposed to market risk (including interest rate), credit risk and liquidity risk. The Group does not issue derivative financial instruments, nor does it believe that it has exposure to such trading or speculative holdings through its investments in associates. Risk management is carried out by the Board as a whole, which provides the principles for overall risk management, as well as policies covering specific areas such as foreign exchange risk, interest rate risk, and liquidity risk. The Group uses different methods to measure different types of risk to which it is exposed. Where appropriate these methods will include sensitivity analysis in the case of interest rate, and other price risks and aging analysis for credit risk. GME Resources Limited | Annual Report 2018 48 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 16. FINANCIAL INSTRUMENT DISCLOSURES (CONTINUED) a) Categories of financial instruments Fixed Interest Rate Maturing 2018 Weighted Average Effective Interest Rate Floating Interest Rate Within 1 year Over 1 year Non-interest Bearing Total Financial Assets $ $ $ $ $ Cash assets Receivables 0.41% n/a 15,842 1,719,612 - - 15,842 1,719,612 Payables n/a - - - - - - - 1,735,454 97,007 97,007 97,007 1,832,461 543,484 543,484 2017 Weighted Average Effective Interest Rate Floating Interest Rate Fixed Interest Rate Maturing Within 1 year Over 1 year Non-interest Bearing Total Financial Assets $ $ $ $ $ Cash assets Receivables 0.57% n/a 28,985 2,197,737 - - 28,985 2,197,737 Payables n/a - - - - - - - - - - 2,226,722 70,274 70,274 70,274 2,296,996 354,340 354,340 354,340 354,340 GME Resources Limited | Annual Report 2018 49 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 16. FINANCIAL INSTRUMENT DISCLOSURES (CONTINUED) a) Interest risk and sensitivity analysis The Company and the Group are exposed to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a result of changes in market interest rates, in respect of the cash balances and deposits. The sensitivity analyses below have been determined based on the exposure to interest rates for instruments at the reporting date and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period. A 50-basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the change in interest rates. At reporting date, if interest rates had been 50 basis points higher and all other variables were held constant, the Group’s net profit before tax and equity would reduce by $10,520 and increase by $10,520, respectively (2017: $14,317). A reduction in the interest rate would have an equal but opposite effect. b) Liquidity risk The Company manages liquidity risk by continually monitoring cash reserves and cash flow forecasts to ensure that financial commitments can be met as and when they fall due. c) Credit risk Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is not significantly exposed to credit risk from its operating activities, however, the Board does monitor receivables as and when they arise. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial asset mentioned above. The Group does not hold collateral as security. No material exposure is considered to exist by virtue of the possible non-performance of the counterparties to financial instruments and cash deposits. d) Capital management risk The Company controls the capital of the Group in order to maximise the return to shareholders and ensure that the Group can fund its operations and continue as a going concern. The Company 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 the market. These responses include the management of expenditure and debt 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. GME Resources Limited | Annual Report 2018 50 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 16. FINANCIAL INSTRUMENT DISCLOSURES (CONTINUED) e) Net fair values The net fair value of the financial assets and financial liabilities approximates their carrying value. Other than listed investments that are measured at the quoted bid price at balance date adjusted for transaction costs expected to be incurred, no financial assets and financial liabilities are readily traded on organised markets in standardised form. The aggregate net fair values and carrying amounts of financial assets and financial liabilities are disclosed in the Consolidated Statement of Financial Position and in the notes to and forming part of the financial statements. 17. COMMITMENTS AND CONTINGENT LIABILITIES There were no capital commitments or contingent liabilities, not provided for in the financial statements of the Group as at 30 June 2018, other than: a) Mineral Tenement Leases In order to maintain current rights of tenure to mining tenements, the Group in its own right or in conjunction with its joint venture partners may be required to outlay amounts of approximately $1,938,440 (2017: $1,843,540) per annum on an ongoing basis in respect of tenement lease rentals and to meet the minimum expenditure requirements of the Western Australian Mines Department. These obligations are expected to be fulfilled in the normal course of operations by the Group or its joint venture partners and are subject to variations dependent on various matters, including the results of exploration on the mineral tenements. b) Claims of Native Title Legislative developments and judicial decisions (in particular the uncertainty created in the area of Aboriginal land rights by the High Court decision in the “Mabo” case and native title legislation) may have an adverse impact on the Group’s exploration and future production activities and its ability to fund those activities. It is impossible at this stage to quantify the impact (if any) which these developments may have on the Group’s operations. Native title claims have been made over ground in which the Group currently has an interest. It is possible that further claims could be made in the future. The Company has established access agreements with the major claimant groups in the area. All of the mineral resources are located on granted mining leases. Once granted there is no opportunity for veto of project development under the Native Title act, however owners must adhere to the provisions of the Aboriginal Heritage Act 1972 which regulates how to deal with specific heritage sites that may exist on the tenement. GME Resources Limited | Annual Report 2018 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 17. COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED) 51 c) Non-cancellable Operating Lease Commitments Within one year One year or later and no later than five years Consolidated 2018 $ 2017 $ 44,064 26,298 70,362 71,064 26,688 94,752 Operating lease commitments relate to commercial lease of business premises. 18. INTERESTS IN BUSINESS UNDERTAKINGS – FARM-INS The Company has entered into a number of agreements with other companies to gain interests in project areas. These interests will be earned by expending certain amounts of money on exploration expenditure within a specific time. The Company can, however, withdraw from these projects at any time without penalty. The amounts required to be expended in the next year have been included in Note 17 – Commitments and Contingent Liabilities. GME Resources Limited | Annual Report 2018 52 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 19. RELATED PARTIES Total amounts receivable and payable from entities in the wholly-owned group at balance date: Non-current receivables Loans net of provisions for non- recovery 30,449,581 28,007,761 Current payables Loans 579,153 835,785 2018 $ 2017 $ During the year, the consolidated entity paid $24,535 (2017: $23,072) for commercial rent of a property owned by the Leonora Property Syndicate, an entity in which Peter Sullivan and James Sullivan have an interest. The balance owed to the Leonora Property Syndicate as at 30 June 2018 was $7,285 (2017: $nil). In addition to the fees paid to Mark Pitts for Company Secretarial Services, the Company also paid $7,481 (2017: $23,513) to Endeavour Corporate, of which Mark Pitts is a partner, for Accounting services. The Company has an amount payable of $8,531 (2017: $nil) to Endeavour Corporate as at 30 June 2018. The Company has an amount payable of $nil (2017: $25,500) to Hardrock Capital Pty Ltd, a company of which Peter Sullivan is a director, in relation to Directors’ fees. During the year, the consolidated entity paid $nil (2017: $840) for commercial hire of a vehicle owned by Sullivan’s Garage Pty Ltd, an entity in which James Sullivan has an interest. GME Resources Limited | Annual Report 2018 53 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 20. PARENT ENTITY DISCLOSURE As at, and throughout the financial year ended 30 June 2018 the parent Company of the Group was GME Resources Limited. Results of the parent entity Profit/(loss) after tax for the year Other comprehensive income Total comprehensive result for the year Financial position of the parent entity at year end Current assets Non-current assets Total assets Current liabilities Total liabilities Total equity of the parent entity comprising of: Share capital Accumulated losses Total equity o o o ▪ 2018 $ 2017 $ (2,871,127) 2,070,814 - - (2,871,127) 2,070,814 1,865,623 30,688,618 32,554,241 1,122,637 1,122,637 2,426,380 30,261,383 32,687,763 354,340 354,340 55,340,239 53,370,931 (23,908,635) (21,037,508) 31,431,604 32,333,423 21. SUBSEQUENT EVENTS On 2 August 2018 GME Resources Limited announced the completion of a Pre-feasibility Study on its 100% owned NiWest Nickel-Cobalt Project (NiWest PFS). GME intends to undertake a wider and more advanced period of engagement with potential strategic partner/offtake parties prior to commencing a Definitive Feasibility Study (DFS) on the NiWest Project. Other than the above, no matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the Group’s operations, the results of those operations or the Group’s state of affairs in future financial years. GME Resources Limited | Annual Report 2018 54 DIRECTORS’ DECLARATION 1. In the opinion of the Directors of GME Resources Limited (the “Company”): a. The financial statements, notes, and the additional disclosures are in accordance with the Corporations Act 2001 including: i) ii) b. c. giving a true and fair view of the Consolidated Entity’s financial position as at 30 June 2018 and of its performance for the year then ended; and complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and Corporations Regulations 2001. there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. the financial statements and notes thereto are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board. 2. This declaration has been made after receiving the declarations required to be made to the Directors in accordance with Section 295A of the Corporations Act 2001 for the financial year ended 30 June 2018. This declaration is signed in accordance with a resolution of the Board of Directors. James Sullivan Managing Director Perth, Western Australia 27 September 2018 GME Resources Limited | Annual Report 2018 INDEPENDENT AUDITOR’S REPORT 55 GME Resources Limited | Annual Report 2018 INDEPENDENT AUDITOR’S REPORT 56 GME Resources Limited | Annual Report 2018 INDEPENDENT AUDITOR’S REPORT 57 GME Resources Limited | Annual Report 2018 INDEPENDENT AUDITOR’S REPORT 58 GME Resources Limited | Annual Report 2018 59 ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES The following additional information, applicable at 8 October 2018 is required by the Australian Securities Exchange Ltd in respect of listed public companies only. Shareholding 1 . a. Distribution of Shareholders Category (size of holding) 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 – and over Number of Holders 51,549 877,319 1,361,153 18,806,514 461,043,694 482,140,229 b. The number of shareholders holding less than a marketable parcel is 387. c. The names of the substantial shareholders listed in the holding Company’s register as at 8 October 2018 are: Shareholder ZETA RESOURCES LIMITED MANDALUP INVESTMENTS PTY LTD PETER ROSS SULLIVAN JAMES NOEL SULLIVAN Number % of issued capital 204,725,356 42.46 41,185,534 31,314,011 24,415,212 8.54 6.49 5.06 d. Voting Rights The voting rights attached to each class of equity security are as follows: Ordinary shares — Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a meeting or by proxy has one vote on a show of hands. GME Resources Limited | Annual Report 2018 60 ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES e. 20 Largest Shareholders — Ordinary Shares Name Number of Ordinary Fully Paid Shares Held % Held of Issued Ordinary Capital 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 J P MORGAN NOMINEES AUSTRALIA LIMITED 189,242,016 39.25 MANDALUP INVESTMENTS PTY LTD PANORAMIC RESOURCES LIMITED MR JAMES NOEL SULLIVAN AND MRS GAIL SULLIVAN HARDROCK CAPITAL PTY LTD MANDALUP INVESTMENTS PTY LTD MMP (WA) PTY LTD DUNCRAIG INVESTMENTS SERVICES PTY LTD MR PETER ROSS SULLIVAN PROTAX NOMINEES PTY LTD TWO TOPS PTY LTD HARDROCK CAPITAL PTY LTD ZETA RESOURCES LIMITED HVH PTY LTD SULLIVANS GARAGE PTY LTD MR DOUGLAS STUART BUTCHER MD NICHOLAEFF PTY LTD TUNZA HOLDINGS PTY LTD MR ROBERT GREGORY LOOBY MR DONALD ANTHONY SULLIVAN 27,478,272 19,259,259 16,384,182 14,220,498 13,707,262 10,920,000 10,901,584 10,832,520 8,480,000 6,075,492 6,022,397 5,367,368 5,000,000 4,283,785 4,267,311 4,086,269 3,747,245 3,571,200 3,032,833 5.70 3.99 3.40 2.95 2.84 2.26 2.26 2.25 1.76 1.26 1.25 1.11 1.04 0.89 0.89 0.85 0.78 0.74 0.63 366,879,493 76.09 Stock Exchange Listing Quotation has been granted for all the ordinary shares of the Company on all Member Exchanges of the Australian Securities Exchange Limited. The ASX code is GME. GME Resources Limited | Annual Report 2018 GME Resources Limited Unit 5, 78 Marine Terrace Fremantle WA 6160 T: (08) 9336 3388 F: (08) 9315 5475 www.gmeresources.com.au ABN 62 009 260 315

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