For personal use only For personal use only CONTENTS
2
3
4
13
24
25
26
27
28
29
57
58
60
66
CHAIRPERSON’S ADDRESS
CORPORATE REVIEW
OPERATIONS REVIEW
DIRECTORS’ REPORT
AUDITOR’S INDEPENDENCE DECLARATION
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED STATEMENT OF CASH FLOWS
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
DIRECTORS’ DECLARATION
INDEPENDENT AUDITOR’S REPORT
CORPORATE GOVERNANCE STATEMENT
ASX ADDITIONAL INFORMATION
For personal use only For personal use only Chairperson’s Address
On behalf of the Board of Globe, it is my pleasure to present to you the 2015 Annual Report.
Prudent Management Secures the Company’s Future
During the year, cash management, cost reduction measures, and efforts to streamline operations highlighted the
Company’s focus. The Company’s decision, along with shareholder support, to undertake a capital raising last year
demonstrated good judgement to ensure the long term survival of the Company in what are very difficult and
uncertain market conditions.
Efficient Board Translates to Effective Organisational Behaviour
To improve the efficiency of the Board and to further reduce operating cost, the number of Board members was
reduced from 7 to 5 members with the majority being 3 independent directors. The independence and
impartiality of the Board is crucial in maintaining high standards of corporate governance.
Market Challenges Persist but Opportunities Exist
The Company and the Board are clearly aware of the fact that the global financial and minerals commodities
markets will remain uncertain for the foreseeable future. History demonstrates that markets are cyclical and that
shrewd companies can take advantage of periods of instability to secure strong opportunities. The Company will
continue to carefully consider opportunities to create shareholder value.
Kanyika Project Results
The Kanyika Niobium Project Development Agreement (DA) negotiation and metallurgical optimisation are
nearing completion. Detailed engineering and costing plans are being explored for the milling and concentration
plant at Kanyika.
Chiziro Graphite Project Opportunity
The Company's exploration work has progressed cautiously. As stated last year the Chiziro Graphite Project has
defined an extensive and wide zone of graphite mineralisation and the Company has added to the project
portfolio with the inclusion of the Katengeza prospect. The Company will continue to progress this project
primarily on a cash replacement basis, meaning that additional exploration and development works will be done
with new capital.
Other Project Assessment Continues
In the past year Globe has assessed many opportunities to acquire other potential projects ranging from precious
metals and base metals, from advanced exploration properties to cash generating ones.
In Summary
In the coming year the Company will remain vigilant on market risk and on ensuring that cash resources are
preserved through ongoing cost reductions, streamlining of internal control, focused milestone based exploration
cost budgeting, among others, and to endeavour to acquire cash generating assets. Expenditure will only be spent
on assets that return shareholder value and on a need-to-make basis.
In closing, I thank all shareholders, board of directors, and employees for their support of the Company in the year
past and I am looking forward to their continued support in the year to come when tangible milestones will
hopefully be achieved by the Company.
Yours sincerely,
Alice Wong
Chairperson - Globe Metals & Mining Limited
2
For personal use only
Corporate Review
Finance
• Cash at bank at 30 June 2015 of $16.013 million.
Changes in Directors/Management
•
In November 2014, Ms Shasha Lu resigned as a director. Ms Lu remains with the Group in the capacity of
Deputy Chief Executive Officer.
• At the 2014 Annual General Meeting, Mr Jingbin Tian retired as a director.
•
In January 2015, Mr Michael Fry was appointed as Finance Manager and Company Secretary, replacing Ms
Kerry Angel.
Corporate
•
In February 2015, the Group implemented a number of changes designed to reduce corporate overhead
and administration costs. The changes implemented have resulted in a significant reduction in costs
during the 2015 financial year; the full effects of which will be evident in the 2016 financial year.
• A total of 5,450,000 options over ordinary shares lapsed during the 2015 financial year.
Company Focus
Consistent with the strategy outlined by the Chairperson in her Address in the 2014 Annual Report, the Group has
focussed its efforts in the 2015 financial year on the following:
• advancing its Kanyika Niobium Project towards production by progressing with its mining licence
application, finalisation of a Development Agreement and by seeking out and assessing a range of
financing options;
• advancing its Chiziro Graphite Project through further targeted exploration work aimed at identifying
high-grade graphite mineralisation;
•
•
assessment of other project opportunities focussed on cash-flow generation; and
structural changes to bring about reduced corporate overhead and administration changes. These
changes have included office relocation, personnel reductions, and a thorough review of all existing
contractual arrangements to ensure their ongoing suitability.
3
For personal use only
Operations Review
About Globe
Globe Metals and Mining Limited (Globe) is an Australian registered public company and has been listed on the
ASX since December 2005 (ASX: GBE). The Company has an administration and operational centre in Lilongwe,
Malawi in support of its on-the-ground Project exploration activities that currently employs 19 staff. The Malawi
operations are supported from Globe’s corporate head office in Perth, Australia.
Globe’s Kanyika Niobium Project, which is located in central Malawi, has contains niobium and tantalum
mineralisation commodities that are key additives in steel manufacture and electronics.
In addition to the Kanyika Niobium Project, Globe also has exploration projects at various stages of development
in Malawi and Mozambique, Figure 1.
Figure 1: Projects Location Map
Kanyika Niobium Project
Globe identified niobium and tantalum mineralisation in 2007 at Kanyika. Subsequent drilling confirmed the
mineralisation leading to an extensive exploration and metallurgical testwork program. A scoping study in 2008
and further drilling led to a feasibility study in 2012 and the release of a JORC (2004) compliant Mineral Resource
Estimate in January 2013 (refer below).
During 2013, Globe commissioned metallurgical optimisation work, and subsequently in 2014 commissioned a
pilot plant to demonstrate and further optimise metallurgical processes.
4
For personal use only
Operations Review (Continued)
Statement of Mineral Resources
On 7 January 2013 Globe published an updated Mineral Resource Estimate for the Kanyika Niobium Project (KNP).
Table 1: Mineral Resource Estimate for Kanyika using a 1,500 ppm Nb2O5 cut-off grade
Category
Measured
Indicated
Inferred
Total
Size
(Mt)
5.3
47.0
16.0
68.3
Nb2O5 Grade
(ppm)
Ta2O5 Grade
(ppm)
U3O8 Grade
(ppm)
3,790
2,860
2,430
2,830
180
135
120
135
110
80
70
80
No additions or changes have been made to the above Mineral Resource Estimate since it was first published in
January 2013. The Mineral Resource Estimate complies with the 2004 JORC guidelines (refer to competent
person’s statement).
Product Marketing and Off-Take
Globe continues to explore avenues for KNP product off-take to complete the KNP definitive feasibility study. In an
effort to satisfy purchasers seeking high-purity niobium products – as well as other project stakeholders – that
KNP products will meet required specifications, Globe is planning further metallurgical demonstration work to
produce high-purity products from mineral concentrate produced in the 2014 concentrator demonstration plant.
If successful this will help de-risk the marketing aspects of the project.
Intellectual Property
Intellectual property (IP) developed as part of the KNP feasibility study and subsequent optimisation work has
been consolidated into provisional patent applications that have been filed with IP Australia.
Development Agreement Negotiations
In June 2014 members of the newly elected Malawian Government held a meeting with the community and local
chiefs to update them on the status of the project and reassure them of the Company’s development plans for the
Project.
Globe has finalised a development agreement with the Government, which currently remains unsigned.
Government and Community Relations
The Kanyika Workplace Certificate was renewed by the Ministry of Labour. The Relocation Action Plan is currently
receiving attention at the Ministry of Labour. A review of the Environmental Impact Assessment will be
undertaken at the completion of optimisation activities.
Exploration
A soil sampling program of 185 samples was undertaken to delineate the potential for niobium and tantalum
mineralisation south of the Kanyika deposit. The results demonstrated a closure of potential niobium and
tantalum bearing mineralisation.
Chiziro Graphite Project
The Chiziro Exploration Prospecting Licence EPL 0299/10 was renewed in the second half of 2014, with a 50% of
the tenement relinquished in line with government requirements for the renewal. An exploration programme
consisting of surface rock sample collection and analysis, regional mapping and 6,266 metres of trenching was
completed. The programme identified significant graphite mineralisation at the Chimutu prospect.
5
For personal use only
Operations Review (Continued)
Summary of graphite results
Trenching has demonstrated graphite mineralisation at the Chimutu Prospect over a strike length in excess of
6,000 metres, with widths exceeding 250 metres and graphite grades exceeding 5% TGC. The mineralisation is
within two mineralised trends, named the Main Trend and Musinda Trend, with the Main Trend remaining open
to the northeast and the Musinda Trend remaining open to the south. Selected intervals of high-grade graphite
intersections identified by trenching are presented in Table 2.
Table 2: High Grade trench intersections from Main and Musinda Trends
Graphite (in %TGC)
Over 15%
13-15%
11-13%
10-11%
3m@13.9%
9m @ 13.7%
3m @ 10.7%
5m @10.1%
4m@ 11.0%; 4m @ 11.9%; 15m
@ 11.0%; 5m @ 12.4%
3m @ 12.2%; 4m @11.3%; 4m
@11.7%; 4m @ 12.7%
3m @ 13.1%
3m @ 12.3%; 5m @ 11.7%
13m @ 11.5%
4m @ 12.0%
6m @ 10.3%
Trench
CZTR002
CZTR003
CZTR004
CZTR005
CZTR005A
CZTR006
CZTR007
CZTR008
5m @ 16.3%
4m @ 14.5%
4m @ 11.8%; 5m @ 11.2%
CZTR009
7m @ 10.7%
CZTR010
10m @ 19.7%
15m @ 11.9%
CZTR011
CZTR012
CZTR013
CZTR015
8m @ 14.0%
5m @ 13.0%
3m @ 11.5%
3m @13.7%; 3m @
13.8%
4m @ 12.6%; 7m @ 12.2%
11m @ 11.3%; 6m @ 11.9%
CZTR016
6m@15.0%
7m @ 11.9%
6
For personal use only
Operations Review (Continued)
Figure 2 below shows the trench location plan for the Main and Musinda trends and Figure 3 shows the trench
location plan annotated with best assays. A total of an additional 255 rock chip samples were collected from
Chimutu, Chimutu East and Katengeza prospects and analysed for graphite. The results are summarised in Figure
4, with results at the Katengeza Prospect shown in more detail in Figure 5. The results indicate the presence of
graphite mineralisation at Katengeza with graphite grades similar to Chimutu.
Figure 2: Plan showing location of trenches at the Chimutu Prospect
Figure 3: Plan of the trenches with assays at the Chimutu Main Trend
7
For personal use only
Operations Review (Continued)
Figure 4: Rock chip sampling locations and results at Chimutu, Chimutu East and Katengeza Prospects
Figure 5: Rock chip sampling locations and results at Katengeza Prospect
8
For personal use only
Operations Review (Continued)
Infrastructure and Logistics Options
The Chimutu and Katengeza Prospects are located within approximately 5 kilometres of a major highway, an
operating railway line connecting Lilongwe to the port of Nacala in Mozambique and a 132 kV high voltage
electrical transmission line, as illustrated in Figure 6. The availability and close proximity of this infrastructure will
aid development of and support a potential mining operation.
Figure 6: Supporting Infrastructure nearby to the Chimutu Prospect
Mineralogical Analyses
Mineralogical studies were undertaken on five samples collected during trenching work at the Chimutu prospect.
Petrographic analysis, including chemical and graphite flake size analysis, was conducted on samples collected
from trenches CZTR003, CZTR006, CZTR010, CZTR012 and CZTR015. Chemical analyses are summarised in Table 3
and graphite flake size analyses from petrographic work are summarised in Figure 7.
The key findings of these studies are:
• Total graphitic carbon grade ranged from 9.7-28% TGC,
• Minor amounts of sulphur suggesting minimal sulphide minerals at depth,
• And 60% of graphite is present with a flake size larger than 300 µm.
9
For personal use only
Operations Review (Continued)
Table 3: Comprehensive Chemical Analysis of Chimutu Samples
Element
Units
EA0111
EA0112
EA0113
EA0114
EA0115
Sample
Average
CTOTAL
CGRAPHITIC
S
SiO2
Al2O3
CaO
MgO
Fe2O3
K2O
TiO2
Na2O
MnO
P2O5
Cr2O3
V2O5
LOI
Co
Cr
Cu
Fe
Mn
Ni
Pb
Zn
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
18.8
17.8
0.69
61.3
8.1
1.42
<0.05
1.59
0.7
0.71
1.63
<0.01
0.1
0.02
0.04
23.96
<0.02
<0.05
<0.05
1.11
<0.05
<0.05
<0.05
<0.05
8.35
7.73
1.55
63.9
8.27
0.46
0.17
5.01
2.51
1.15
1.31
0.01
0.08
0.02
0.07
16.85
<0.02
<0.05
<0.05
3.44
<0.05
<0.05
<0.05
<0.05
10.3
9.76
0.71
63.6
10.3
1.68
0.07
2.3
1
1.19
2
0.02
0.06
0.02
0.05
16.92
<0.02
<0.05
<0.05
1.61
<0.05
<0.05
<0.05
<0.05
15.2
14
0.68
65.5
7.61
1.37
<0.05
1.68
0.69
0.79
1.5
29.9
28.3
0.11
52.1
6.96
1.23
0.16
0.91
1.59
1.05
1.64
<0.01
<0.01
0.09
0.01
0.05
20.22
<0.02
<0.05
<0.05
1.2
<0.05
<0.05
<0.05
<0.05
0.07
0.03
0.04
33.76
<0.02
<0.05
<0.05
0.66
<0.05
<0.05
<0.05
<0.05
16.51
15.52
0.75
61.28
8.25
1.23
0.13
2.30
1.30
0.98
1.62
0.02
0.08
0.02
0.05
22.34
<0.02
<0.05
<0.05
1.60
<0.05
<0.05
<0.05
<0.05
n
o
i
t
c
a
r
F
e
z
i
S
n
i
l
a
i
r
e
t
a
M
%
100
90
80
70
60
50
40
30
20
10
0
m
µ
8
3
-
0
m
µ
3
5
-
8
3
m
µ
5
7
-
3
5
m
µ
6
0
1
-
5
7
m
µ
0
5
1
-
6
0
1
m
µ
2
1
2
-
0
5
1
m
µ
0
0
3
-
2
1
2
m
µ
5
2
4
-
0
0
3
m
µ
0
0
6
-
5
2
4
m
µ
0
5
8
-
0
0
6
Size Fraction
Figure 7: Average Graphite Flake Size Distribution in Chimutu Samples
10
For personal use only
Operations Review (Continued)
Key Aspects of Chiziro Graphite Project
The key outcomes from work undertaken on the Chiziro graphite project are:
• Mineralised zones of greater than 10% TGC are likely,
• The majority of the graphite has large to coarse flake size,
• The quality of graphite is expected to improve below the weathering zone,
• Metallurgical processing will likely use conventional technology as part of a conventional flowsheet,
• The prospects are within approximately 5 kilometres of road, rail and power infrastructure,
• Additional works could identify small to medium sized zones of high-grade high-quality graphite
mineralisation,
• Trenching represents the best quality, low cost, targeted methodology to assist in identifying
mineralisation, and
• The project objectives for a low capital, small-producing operation that produces high-quality graphite
product appear to be achievable concepts.
Other Projects
In September 2014 Globe received confirmation from the Ministry Natural Resources, Energy and Mining that the
application to renew the Machinga Licence had been approved. The renewal stipulated that Globe had to
relinquish 55% of the original licence. A soil sampling programme of 58 soil samples was undertaken that did not
define any extensions to the existing Nb-Ta anomaly.
At the Salambidwe rare earth project, reconnaissance geological mapping and rock chip sampling was undertaken,
with a total of 81 rock samples collected. Assays indicated low order Rare Earth Element (REE) anomalism with
low potential for commercial mineralisation. In August 2014 Globe submitted the final Relinquishment Report to
the Ministry of Mineral Resources of the Republic of Mozambique relating to Exploration Licences 4831L and
4832L.
Future Direction
The Company will continue environmental and community studies, detailed engineering design plans and
downstream processing of concentrate to marketable samples for the Kanyika project.
In addition, the Company will continue to progressively assess the options for the progress of the Chiziro graphite
projects after the completion of baseline environmental and community studies.
Exploration Results, Mineral Resource and Ore Reserve Estimation Governance Statement
Globe Metals and Mining Limited ensures that Exploration results and Mineral Resource estimates are subject to
appropriate levels of governance, internal controls and external independent review. The Exploration results and
Mineral Resource estimation of the Company’s projects are subject to appropriate procedural controls and
systematic internal and external technical review by competent and qualified professionals on an as needed basis.
These reviews have not identified any material issues undertaken as part of a formal risk assessment. The
Company periodically reviews the governance framework in line with the business expectations.
The Mineral Resource table in this report is undertaken in accordance with the Australasian Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves (JORC) 2004 Edition for minerals while exploration
results reported are consistent with the JORC Code 2012 edition for minerals.
Competent persons named by the Company are members of the Australian Institute of Mining and Metallurgy and
are qualified as competent persons as defined in the JORC Code.
11
For personal use only
Operations Review (Continued)
Competent Person: The contents of this report relating to the Mineral Resource Estimate are based on information
compiled by Mr Michael Job, Fellow of the Australasian Institute of Mining and Metallurgy, and a consultant
employed by Quantitative Group at the time the Mineral Resource Estimate was completed. Mr Job had sufficient
experience related to the activity undertaken to qualify as a “Competent Person”, as defined in the 2004 edition of
the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves and consented to
the inclusion in reports of the matters compiled by him in the form and context in which they appear. The Mineral
Resource Estimate was first reported to the ASX on 7 January 2013 and has not been updated since.
Competent Person: The information in this report that relates to Exploration Targets, Exploration Results, Mineral
Resources or Ore Reserves is based on information compiled by Fergus Jockel, a competent person who is a
Member of The Australasian Institute of Mining and Metallurgy and the Australian institute of Geoscientists.
Fergus Jockel is a full-time employee of the company and 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 Exploration Results,
Mineral Resources and Ore Reserves’. Fergus Jockel consents to the inclusion in the report of matters based on his
information in the form and context in which it appears.
Competent Person: The information in this report relating to mineralogical and metallurgical evaluation is based
on information compiled by Dr Marc Steffens. Dr Steffens is a Member of the Australasian Institute of Mining and
Metallurgy (MAusIMM) and is a full-time employee of Globe Metals and Mining. Dr Steffens consents to the
inclusion in the report of matters based on his information in the form and context in which it appears.
12
For personal use only
Directors’ Report
The directors of Globe Metals & Mining Limited (‘Globe’ or ‘the Company’) hereby submit their report of the
Company and its controlled entities (‘the Group’) for the financial year ended 30 June 2015.
DIRECTORS
The names and particulars of the Directors of the Company during or since the end of the financial year are:
Alice Wong
Alistair Stephens
William Hayden
Bo Tan
Alex Ko
Shasha Lu
Jingbin Tian
Non-Executive Chairperson
Managing Director and Chief Executive Officer
Non-Executive Director
Non-Executive Director
Non-Executive Director
Executive Director (resigned on 18 November 2014)
Non-Executive Director (retired on 28 November 2014)
Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.
COMPANY SECRETARY
Michael Fry was appointed Company Secretary of Globe on 1 February 2015. Michael holds a Bachelor of
Commerce degree from the University of Western Australia and has worked in accounting and advisory roles for
over 20 years. Michael is currently a non-executive director of VDM Group Ltd and an executive director of
Cougar Metals NL.
Ms Kerry Angel ceased as Company Secretary on 31 January 2015.
PRINCIPAL ACTIVITIES
The principal activities of the Group during the financial year were to explore, develop and invest in the resource
sector. The Group’s major project is the Kanyika Niobium Project in Malawi. The Group has other exploration
projects that are at various stages of progress in Malawi but has suspended exploration on its project in
Mozambique pending further assessment.
There were no significant changes in the nature of the Group’s principal activities during the current year.
RESULTS
The consolidated loss of the Group after providing for income tax amounted to $3,279,524 (2014: $4,625,668).
No amounts have been paid or declared by way of dividend during or since the end of the financial year.
ENVIRONMENTAL LEGISLATION AND COMPLIANCE
The Group’s operations are subject to environmental regulation in Malawi and Mozambique in relation to the
exploration and future mining and development activities. Exploration Licenses and other tenements are issued
subject to ongoing compliance with all relevant legislation. The Group has complied with all relevant legislation
during the year.
SHARES UNDER OPTION
At the date of this report 4,000,000 unissued ordinary shares of the Company under option are as follows:
Grant Date
Expiry Date
Exercise Price
Number of Options
1-Jul-13
1-Jul-13
1-Jul-13
1-Jul-13
31-Dec-17
31-Dec-18
31-Dec-19
31-Dec-20
10 cents
15 cents
20 cents
25 cents
1,000,000
1,000,000
1,000,000
1,000,000
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
Other than as disclosed in this report and the accompanying financial report, there were no other significant
changes in the Group’s state of affairs during the course of the financial year.
13
For personal use only
Directors’ Report (Continued)
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
The Group proposes to continue its exploration program and investment activities across its various mineral
industry interests. Further information in relation to likely developments and the impact on the operations of the
Group has not been included in this report, as the directors believe it would result in unreasonable prejudice to
the Group.
AFTER BALANCE DATE EVENTS
No matters or circumstances have arisen since the end of the financial year which significantly affected or may
significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group
in future financial years.
INFORMATION ON DIRECTORS
Alice Wong
Special Responsibilities
Non-Executive Chairperson
Member of Nomination and Remuneration Committee
Qualifications
B.Bus in Accounting and Finance
Ms Alice Wong commenced her career with Pricewaterhouse as an auditor for leading
international companies. Ms Wong subsequently worked in the investment banking industry
in Hong Kong where her career spanned across BNP Paribas Peregrine, ABN AMRO Rothschild,
and Morgan Stanley. In her investment banking career Ms Wong engaged in equity capital
markets including IPOs, share placements, rights issues, and bond issues for a vast range of
clients.
Ms Wong holds a Bachelor of Business Administration in Accounting and Finance from the
University of Hong Kong and is a member of the American Institute of Certified Public
Accountants (AICPA).
245,983,611(1)
Interest in Shares and Options
Directorships of other
ASX Listed Companies
Nil
(1)Ms Wong is the sole shareholder and Director of Apollo Metals Investment Co. Ltd which holds 245,983,611 shares in the Company
Alistair Stephens
Qualifications
Experience
Managing Director and Chief Executive Officer
Masters of Business Administration
Bachelor of Science (Honours)
Graduate of the Australian Institute of Company Directors (GAICD)
Mr Stephens is a qualified geologist with more than 30 years’ experience in the resources
industry, in a broad range of technical and corporate management, including corporate
governance, strategic development and delivery, technical program development, marketing,
shareholder communications and capital funding.
Mr Stephens held the position of Managing Director and Chief Executive Officer of Arafura
Resources Limited (ASX: ARU) between 2004 and 2009.
Mr Stephens commenced his career in gold and copper exploration and development with
Newmont but orientated most of his career in mining, planning and processing operations in
gold with Normandy Poseidon and KCGM Pty Ltd and nickel with WMC Resources. He also has
marketing and commercial experience with Orica Ltd in explosives.
Interest in Shares and Options
1,000,000 10 cent options exercisable on or before 30 June 2017
1,000,000 15 cent options exercisable on or before 30 June 2018
1,000,000 20 cent options exercisable on or before 30 June 2019
1,000,000 25 cent options exercisable on or before 30 June 2020
Directorships of other
ASX Listed Companies
Nil
14
For personal use only
Directors’ Report (Continued)
William Hayden
Non-Executive Director
Special Responsibilities
Member of the Nomination and Remuneration Committee
Member of the Audit and Risk Committee
Qualifications
Experience
B Sc (Hons)
Mr Hayden is a geologist with over 37 years’ experience in the mineral exploration industry,
much of which has been in Africa, South America and the Asia-Pacific region. Mr Hayden was
the co-founder and President of Ivanhoe Nickel and Platinum Ltd. (now Ivanhoe Mines Ltd), a
Canadian company which has assembled extensive mineral holdings in South Africa, and the
Democratic Republic of Congo.. Since 1983 Mr Hayden has worked in a management capacity
with several exploration and mining companies both in Australia and overseas. Mr Hayden
was formerly President of Ivanhoe Philippines Inc and GoviEx Uranium Inc., and a former
director of Sunward Resources Ltd. Mr Hayden is currently a director of TSX listed Ivanhoe
Mines Ltd, ASX listed Globe Metals & Mining Ltd, Asia Pacific Mining Limited, TSX and NYSE
listed NovaCopper Inc, HKSE listed China Polymetallic Mining Ltd and ASX listed Condoto
Platinum NL.
Interest in Shares and Options
76,923 Fully Paid Ordinary Shares
Directorships of other
ASX Listed Companies
Condoto Platinum NL
Bo Tan
Non-Executive Director
Special Responsibilities
Chairperson of Audit and Risk Committee
Qualification
Experience
BEcon - Renmin China, MBA - Thunderbird USA, M.A University of Connecticut
Mr Bo Tan, a Canadian national, has over 15 years’ experience as a senior manager and
director in financial planning, reporting, investment, capital structure and industrial research.
Mr Tan has worked for companies such as Bohai Industrial Investment Fund, Lehman Brothers
Asia and Macquarie Securities Asia, and across international markets in China, Hong Kong,
Canada and USA.
Interest in Shares and Options
Directorships of other
ASX Listed Companies
Nil
Nil
Alex Ko
Non-Executive Director
Special Responsibilities
Chairperson of the Nomination and Remuneration Committee
Member of the Audit and Risk Committee
Qualifications
Experience
Bachelor Business Administration
Mr Ko has over 30 years’ experience in finance and investment banking. He has been a
pioneer in the listing of Chinese equity offers through the Hong Kong exchange including
many high profile government and private Chinese companies. He has held many
independent non-executive director roles with Hong Kong
in the
transportation, electronics and environmental protection industries. He has strengths in
finance and corporate governance.
listed companies
Mr Ko is currently a Director and CEO of CMBC International Holdings Limited, a non-
executive director of Petro-king Oilfield Services Limited, and a trustee of a not for profit
schooling academy in the USA.
Interest in Shares and Options
Directorships of other
ASX Listed Companies
Nil
Nil
15
For personal use only
Directors’ Report (Continued)
REMUNERATION REPORT - AUDITED
This remuneration report for the year ended 30 June 2015 outlines the remuneration arrangements of the Group
in accordance with the requirements of Corporations Act 2001 (the Act) and its regulations. This information has
been audited as required by Section 308(3C) of the Act.
The remuneration report details the remuneration arrangements for Key Management Personnel (KMP) who are
defined as those persons having authority and responsibility for planning, directing and controlling the major
activities of the Group, directly or indirectly, including any director (whether executive or otherwise) of the
parent.
For the purposes of this report, the term “executive” includes the Managing Director (MD), executive directors
(where applicable) and senior executives of the Group.
Remuneration Governance
A.
The Board of Directors has established a Committee for the purpose of reviewing and making recommendations
with respect to the remuneration practices of the Company.
The Committee comprises Mr Alex Ko (Chairperson), Mr Bill Hayden and Ms Alice Wong; all of whom are non-
executive directors.
The Board of Directors has prepared and approved a charter as the basis on which the Committee will be
constituted and operated. The role of the Committee is to provide a mechanism for the determination,
implementation and assessment of the remuneration practices of the Company, including remuneration packages
and incentive schemes for executive Directors and senior management, and fees payable to Non-Executive
Directors.
The Committee is primarily responsible for making recommendations to the Board on:
the overarching executive remuneration framework;
the operation of incentive plans (if any) which apply to the executive team, including key performance
indicators and performance hurdles;
the remuneration levels of executive directors and other KMP; and
the fees payable to non-executive directors.
The Committee’s objective is to ensure that remuneration policies and structures are fair and competitive, and
aligned with the long term interests of the Group.
From time to time, the Committee may seek external remuneration advice. Where this is the case, remuneration
consultants are engaged by, and report directly to, the Committee. In selecting remuneration consultants, the
Committee considers potential conflicts of interest and requires independence from the Group’s KMP as part of
the terms of engagement.
The Corporate Governance Statement provides further information on the role of the Remuneration Committee.
Remuneration Policy
B.
The remuneration policy of Globe Metals & Mining Limited and its Controlled Entities has been designed to align
Director and executive objectives with shareholder and business objectives by providing a fixed remuneration
component which is assessed on an annual basis in line with market rates and offering specific incentives, from
time to time, that are based on share price and key performance areas affecting the Group’s financial results.
The Board of Directors of Globe believes the remuneration policy is appropriate and effective in its ability to
attract, retain and motivate suitably qualified and experienced Directors and executives to run and manage the
Group, as well as create goal congruence between the Directors, executives and the Company’s shareholders.
16
For personal use only
Directors’ Report (Continued)
Remuneration Arrangements
C.
All executives receive a base salary (which is based on factors such as length of service and experience) and
superannuation (in accordance with relevant legislation). Executive remuneration may also incorporate a
component of performance based remuneration.
The Board reviews executive packages annually by reference to the economic entity’s performance, executive
performance and comparable information from industry sectors and other listed companies in similar industries.
Non-executive directors are remunerated at market rates for comparable companies for time, commitment and
responsibilities. The Board determines payments to non-executive directors and reviews their remuneration
annually, based on market practice, duties and accountability. Independent external advice is sought when
required. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to
approval by shareholders at the Annual General Meeting (currently $600,000).
The Board of Directors may exercise discretion in relation to approving incentives, bonuses and options.
All remuneration paid to Directors and executives is valued at the cost to the Company and expensed. Options are
independently valued by corporate advisers using the Black-Scholes method and Monte Carlo Model. Shares are
valued at Market Value.
D. Performance Based Remuneration
The Company believes that linking the remuneration of Directors and executives with performance will be
effective in increasing shareholder wealth.
From time to time, the Board of Directors may establish performance targets and a bonus system for the purposes
of providing directors and executives with short-term and long-term performance incentives. Such incentives are
offered to increase goal congruence between shareholders and directors and executives.
There are currently no incentive programs in place, apart from options which have been granted to the Managing
Director and CEO.
The options were not based on a percentage of salary. The Board of Directors issued the options to the Managing
Director and CEO as an incentive based on market conditions.
17
For personal use only
Directors’ Report (Continued)
E. Details of Remuneration
Compensation of key management personnel for the year ended 30 June 2015
2015
SHORT-TERM BENEFITS
Salary &
Fees
Termination
Payment
Other
Directors
Alice Wong – Chairperson
Alistair Stephens - Managing Director & CEO
Shasha Lu – Executive Director & Deputy CEO (i)
William Hayden - Non-Executive Director
Bo Tan - Non-Executive Director
Alex Ko - Non-Executive Director
Jingbin Tian - Non-Executive Director (ii)
Total remuneration directors 2015
Specified Executives
Kerry Angel - CFO & Company Secretary (iii)
Fergus Jockel - Exploration Manager
Total remuneration specified executives 2015
82,042
385,000
360,000
52,968
58,000
54,958
-
992,968
140,000
220,000
360,000
-
-
-
-
-
-
-
-
102,000
-
102,000
(i)
(ii)
(iii)
Resigned as a Director on 18 November 2014
Retired as a Director on 28 November 2014
Ceased employment on 31 January 2015
POST
EMPLOY-
MENT
Super-
annuation
SHARE-
BASED
PAYMENT
Options
TOTAL
$
SHARE-
BASED
PAYMENT
as a %
of TOTAL
-
-
-
-
-
-
-
-
-
-
-
-
18,783
-
5,032
-
-
-
23,815
14,088
18,783
32,871
-
-
14,468
-
-
-
-
82,042
403,783
374,468
58,000
58,000
54,958
-
14,468 1,031,251
-
-
-
256,088
238,783
494,871
0%
0%
4%
0%
0%
0%
0%
1%
0%
0%
0%
Compensation of key management personnel for the year ended 30 June 2014
2014
SHORT-TERM BENEFITS
Salary &
Fees
Termination
Payment
Other(vii)
POST
EMPLOY-
MENT
Super-
annuation
SHARE-
BASED
PAYMENT
Options
TOTAL
$
SHARE-
BASED
PAYMENT
as a %
of TOTAL
Directors
Alice Wong - Chairperson(i)
Alistair Stephens - Managing Director & CEO
Shasha Lu – Executive Director & Deputy CEO
William Hayden - Non-Executive Director
Bo Tan - Non-Executive Director(ii)
Alex Ko - Non-Executive Director(iii)
Jingbin Tian - Non-Executive Director
Yi Shao - Chairman(iv)
Peter Stephens - Non-Executive Director(v)
Total remuneration directors 2014
Specified Executives
Kerry Angel - CFO & Company Secretary
Fergus Jockel - Exploration Manager
Les Middleditch - Kanyika DFS Manager (vi)
Total remuneration specified executives 2014
51,627
364,583
363,511
53,089
39,817
19,792
29,000
43,500
30,969
995,888
241,500
221,500
48,244
511,244
-
-
-
-
-
-
-
-
-
-
-
-
144,756
144,756
-
-
29,731
-
-
-
-
-
-
29,731
-
-
-
-
-
17,775
-
4,911
-
-
-
-
2,865
25,551
17,775
17,775
1,481
37,031
-
-
34,975
-
-
-
-
-
-
51,627
382,358
428,217
58,000
39,817
19,792
29,000
43,500
33,834
34,975 1,086,145
-
-
-
-
259,275
239,275
194,481
693,031
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
Appointed Non- Executive Director on 11 October 2013 and Chairperson on 31 January 2014
Appointed on 9 October 2013
Appointed on 10 February 2014
Resigned on 6 January 2014
Resigned on 13 January 2014; options had not vested and were forfeited on resignation
Resigned on 31 July 2013
Accrued annual leave paid
0%
0%
8%
0%
0%
0%
0%
0%
0%
3%
0%
0%
0%
0%
18
For personal use only
Directors’ Report (Continued)
REMUNERATION REPORT – AUDITED (CONTINUED)
E. Details of Remuneration (continued)
Compensation options granted to key management personnel during the year ended 30 June 2015
There were no options granted to key management personnel during the year ended 30 June 2015.
Compensation options granted to key management personnel during the year ended 30 June 2014
Options granted to key management personnel during the year ended 30 June 2014 were as follows:
Alistair Stephens(i)
Alistair Stephens(ii)
Alistair Stephens(iii)
Alistair Stephens(iv)
Vested No. Granted No.
Grant Date
Value per
Option at Grant
Date
$
-
-
-
-
-
1,000,000 2/07/2013
1,000,000 2/07/2013
1,000,000 2/07/2013
1,000,000 2/07/2013
4,000,000
0.00
0.00
0.00
0.00
Terms & Conditions for Each
Grant
First
Exercise
Date
Last
Exercise
Date
Exercise
Price
$
0.100
0.150
0.200
0.250
1/7/2014 30/6/2017
1/7/2015 30/6/2018
1/7/2016 30/6/2019
1/7/2017 30/6/2020
Vesting conditions pertaining to employee options:
(i)
Options vest on 1 July 2014 and expire on 30 June 2017, conditional on VWAP over fifteen consecutive
trading days on the ASX must be greater than A$0.20. The share price must be greater than the excise price
at vesting date. The option is forfeited if not exercised within one calendar month of leaving employment of
the company.
Options vest on 1 July 2015 and expire on 30 June 2018, conditional on VWAP over fifteen consecutive
trading days on the ASX must be greater than A$0.30. The share price must be greater than the excise price
at vesting date. The option is forfeited if not exercised within one calendar month of leaving employment of
the company.
Options vest on 1 July 2016 and expire on 30 June 2019, conditional on VWAP over fifteen consecutive
trading days on the ASX must be greater than A$0.40. The share price must be greater than the excise price
at vesting date. The option is forfeited if not exercised within one calendar month of leaving employment of
the company.
Options vest on 1 July 2017 and expire on 30 June 2020, conditional on VWAP over fifteen consecutive
trading days on the ASX must be greater than A$0.50. The share price must be greater than the excise price
at vesting date. The option is forfeited if not exercised within one calendar month of leaving employment of
the company.
(ii)
(iii)
(iv)
19
For personal use only
Directors’ Report (Continued)
REMUNERATION REPORT – AUDITED (CONTINUED)
E. Details of Remuneration (continued)
Option Holdings of Directors and Key Management Personnel
The numbers of options over ordinary shares in the company granted under the executive short term incentive
scheme that were held during the financial year by each director and the key management personnel of the
group, including their personally related parties, are set out below:
2015
Alice Wong
Alistair Stephens
William Hayden
Bo Tan
Alex Ko
Shasha Lu (i)
Jingbin Tian (ii)
Fergus Jockel
Kerry Angel(iii)
Balance at
beginning
-
4,000,000
1,100,000
-
-
3,800,000
-
-
-
8,900,000
Granted as
Remuneration
Exercised
(Lapsed)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Balance at 30
June 2015
-
4,000,000
-
-
-
-
-
-
-
Total Vested at
30 June 2015
-
1,000,000
-
-
-
-
-
-
-
Total Exercisable
at 30 June 2015
-
1,000,000
-
-
-
-
-
-
-
-
-
(1,100,000)
-
-
(3,800,000)
-
-
-
(4,900,000)
4,000,000
1,000,000
1,000,000
Resigned as a director on 18 November 2014; continues in capacity of Deputy CEO
Retired as a director on 28 November 2014
Ceased employment on 31 January 2015
Balance at
beginning
-
-
1,100,000
-
-
4,800,000
-
-
-
-
1,100,000
-
7,000,000
Granted as
Remuneration
-
4,000,000
-
-
-
-
-
-
-
-
-
-
4,000,000
Exercised
(Lapsed)
Balance at 30
June 2014
-
4,000,000
1,100,000
-
-
3,800,000
-
-
-
-
-
-
Total Vested at
30 June 2014
-
-
1,100,000
-
-
-
-
-
-
-
-
-
Total Exercisable
at 30 June 2014
-
-
1,100,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,000,000)
-
-
-
-
(1,100,000)
-
(2,100,000)
8,900,000
1,100,000
1,100,000
-
-
-
-
-
-
-
-
-
-
-
-
-
(i)
(ii)
(iii)
Resigned as a director on 6 January 2014
Resigned employment on 13 January 2014; options held forfeited at the date of resignation
Resigned employment on 31 July 2013
20
(i)
(ii)
(iii)
2014
Alice Wong
Alistair Stephens
William Hayden
Bo Tan
Alex Ko
Shasha Lu
Jingbin Tian
Kerry Angel
Fergus Jockel
Yi Shao(i)
Peter Stephens (ii)
Les Middleditch(iii)
For personal use only
Directors’ Report (Continued)
REMUNERATION REPORT – AUDITED (CONTINUED)
E. Details of Remuneration (continued)
Shareholdings of Director and Key Management Personnel in Listed Fully Paid Ordinary Shares
The number of shares in the Company that were held during the financial year by each Director and the key
management personnel of the Group, including their personally related parties, are set out below.
There were no shares granted during the reporting period as compensation.
Balance at
beginning
Granted as
Remuneration
On Exercise of
Options
Bought & (Sold)
Balance at
30 June 2015
2015
Alice Wong
Alistair Stephens
William Hayden
Bo Tan
Alex Ko
Shasha Lu(i)
Jingbin Tian(ii)
Fergus Jockel
Kerry Angel(iii)
245,983,611
-
76,923
-
-
-
-
-
-
246,060,534
-
-
-
-
-
-
-
-
-
-
(i)
(ii)
(iii)
Resigned as a director on 18 November 2014; continues in capacity of Deputy CEO
Retired directorship on 28 November 2014
Ceased employment on 31 January 2015
2014
Alice Wong(i)
Alistair Stephens
William Hayden
Bo Tan
Alex Ko
Shasha Lu
Jingbin Tian
Kerry Angel
Fergus Jockel
Yi Shao(ii)
Peter Stephens (iii)
Les Middleditch(iv)
Balance at
beginning
Granted as
Remuneration
On Exercise of
Options
-
-
76,923
-
-
-
-
-
-
-
-
-
76,923
-
-
-
-
-
-
-
-
-
-
-
-
-
(i) Appointed as a director on 11 October 2013
(ii) Resigned as a director on 6 January 2014
(iii) Resigned employment on 13 January 2014
(iv) Resigned employment on 31 July 2013
F. Contractual Arrangements
Non-Executive Directors
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
245,983,611
-
76,923
-
-
-
-
-
-
246,060,534
Bought & (Sold)
Balance at
30 June 2014
245,983,611
-
-
-
-
-
-
-
-
-
-
-
245,983,611
245,983,611
-
76,923
-
-
-
-
-
-
-
-
-
246,060,534
Non-executive directors’ fees at the date of this report are as follows:
Chairperson of the Board $80,000 per annum
Alice Wong
Non-Executive Director $50,000 per annum
William Hayden
Member of the Nomination and Remuneration Committee $4,000 per annum
Member of the Audit and Risk Committee $4,000 per annum
Non-Executive Director $50,000 per annum
Chairperson of the Audit and Risk Committee $8,000 per annum
Non-Executive Director $50,000 per annum
Chairperson of the Nomination and Remuneration Committee $7,000 per annum
Alex Ko
Bo Tan
21
For personal use only
Directors’ Report (Continued)
REMUNERATION REPORT – AUDITED (CONTINUED)
F. Contractual Arrangements (continued)
Key Management Personnel
Remuneration and other terms of employment for KMP are formalised in services agreements as set out below:
Name
Title
Start date
Current Agreement Commenced
Term of Agreement
Details:
Name
Title
Start date
Current Agreement Commenced
Term of Agreement
Details:
Name
Title
Start date
Current Agreement Commenced
Term of Agreement
Details:
Alistair Stephens
Managing Director and CEO
1 May 2013
1 August 2013
Three years from date of current agreement
Base salary of $385,000 p.a. exclusive of superannuation
Termination requires one months’ notice or the payment of one months’ salary in
lieu of such notice.
Eligible to participate in performance based remuneration discussed above.
Shasha Lu
Deputy CEO
1 January 2012
1 August 2013
Three years from date of current agreement
Salary of $360,000 p.a. with no superannuation. Ms Lu is not a tax resident of
Australia and does not have Australian statutory superannuation obligations.
Termination requires one months’ notice or the payment of one months’ salary in
lieu of such notice.
Eligible to participate in performance based remuneration discussed above.
Fergus Jockel
Exploration Manager
11 June 2012
11 June 2012
No set termination date
Base salary of $220,000 p.a. exclusive of superannuation
Termination requires four weeks’ notice or the payment of four weeks’ salary in
lieu of such notice.
Eligible to participate in performance based remuneration discussed above.
This is the end of the audited remuneration report.
MEETINGS OF DIRECTORS
Directors Meetings
Audit and Risk Committee
Meetings
Nomination and Remuneration
Committee Meetings
Number
Eligible to
Attend
2
2
2
2
2
Number
Attended
2
2
2
2
2
Number
Eligible to
Attend
-
-
2
2
2
Number
Attended
-
-
2
2
2
Number
Eligible to
Attend
-
-
-
-
-
Number
Attended
-
-
-
-
-
Directors
Alice Wong
Alistair Stephens
William Hayden
Bo Tan
Alex Ko
Shasha Lu(i)
Jingbin Tian(ii)
(i)
resigned as a director on 18 November 2014
(ii) retired as a director on 28 November 2014
22
For personal use only
Directors’ Report (Continued)
INDEMNIFYING OFFICERS OR AUDITOR
The Group has agreed to indemnify all the directors and executive officers for any costs or expenses that may be
incurred in defending civil and criminal proceedings that may be brought against them in their capacity as
directors and officers for which they may be held personally liable.
The Company agreed to pay an annual insurance premium of $24,082 in respect of directors’ and officers’ liability
and legal expenses, for directors, officers and employees of the Company.
The Company has not entered into any agreement to indemnify PricewaterhouseCoopers against any claims by
third parties arising from their report on the annual financial report.
PROCEEDINGS ON BEHALF OF COMPANY
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings
on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purposes of
taking responsibility on behalf of the Company for all or part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under
section 237 of the Corporations Act 2001.
AUDITOR
Non-Audit Services
The Board of Directors is satisfied that the provision of non-audit services during the year is compatible with the
general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied
that the services disclosed below did not compromise the external auditor’s independence for the following
reasons:
all non-audit services are reviewed and approved by the board prior to commencement to ensure they do
not adversely affect the integrity and objectivity of the auditor; and
the nature of the services provided do not compromise the general principles relating to auditor
independence in accordance with APES 110: Code of Ethics for Professional Accountants set by the
Accounting Professional and Ethical Standards Board.
Details of the amounts paid or payable to the auditor PricewaterhouseCoopers Australia and related entities for
audit and non-audit services provided during the year are set out in note 20 to the financial Statements.
ROUNDING OF AMOUNTS
The Company is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investments
Commission, relating to the ‘rounding off’ of amounts in the directors’ report. Amounts in the directors’ report
have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, to
the nearest dollar.
AUDITORS INDEPENDENCE DECLARATION
The auditor’s independence declaration is included on page 24.
Signed in accordance with a resolution of the Board of Directors.
ALISTAIR STEPHENS
MANAGING DIRECTOR
Dated this 29th day of September 2015
23
For personal use only
Auditor’s Independence Declaration
24
For personal use only
Consolidated Statement of Comprehensive Income
Note
5
27
Interest income
Employee benefits expenses
Compliance and regulatory expenses
Occupancy expenses
Directors fees
Depreciation expense
Exploration expenditure written off
Business Development
Travel expenses
Administrative expenses
Share based payments expense
Loss on disposal of fixed assets
Other expenses
Loss before income tax
Income tax expense
Loss for the period
Other comprehensive loss after tax
Items that may be reclassified to profit or loss
Changes in the fair value of available-for-sale financial asset
Other comprehensive loss for the period, net of tax
30 June
2015
$’000
540
(1,543)
(159)
(197)
(274)
(311)
(7)
(598)
(130)
(296)
(15)
(73)
(217)
(3,280)
-
30 June
2014
$’000
670
(2,017)
(303)
(281)
(291)
(377)
(260)
(475)
(219)
(382)
(33)
(264)
(394)
(4,626)
-
(3,280)
(4,626)
-
-
(30)
(30)
Total comprehensive loss for the period
(3,280)
(4,656)
Earnings per share attributable to ordinary equity holders of
the company
Basic and diluted loss per share
26
Cents
(0.70)
Cents
(1.30)
The above consolidated statement of comprehensive income should be read in conjunction with accompanying notes.
25
For personal use only
Consolidated Statement of Financial Position
CURRENT ASSETS
Cash and cash equivalents
Term Deposits
Trade and other receivables
Other assets
TOTAL CURRENT ASSETS
NON CURRENT ASSETS
Exploration and evaluation expenditure
Available-for-sale financial assets
Plant and equipment
TOTAL NON CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Provisions
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed equity
Reserves
Accumulated losses
TOTAL EQUITY
Note
30 June
2015
$’000
30 June
2014
$’000
8
8
9
10
12
11
13
14
15
16
16
16,013
-
257
132
16,402
30,879
34
431
31,344
47,746
387
873
1,260
1,260
6,774
13,000
209
342
20,325
29,471
46
940
30,457
50,782
621
444
1,065
1,065
46,486
49,717
80,825
-
(34,339)
46,486
80,825
2,679
(33,787)
49,717
The above consolidated statement of financial position should be read in conjunction with accompanying notes.
26
For personal use only
Consolidated Statement of Changes in Equity
Contributed
equity
Accumulated
losses
$’000
$’000
Share based
payment
reserve
$’000
Revaluation
reserve
Total
$’000
$’000
Consolidated
Balance at 1 July 2013
Loss for period
Other comprehensive loss for the period
Total comprehensive loss for the period
Transactions with owners in their
capacity as owners
Shares issued
Less Costs of Issue
Options issued during period
Balance at 30 June 2014
Loss for period
Other comprehensive loss for the period
Total comprehensive loss for the period
Transactions with owners in their
capacity as owners
Shares issued
Less Costs of Issue
Options issued during period
Reclassification of Reserves to Income
Statement
Reclassification of Reserves to
Accumulated losses
Balance at 30 June 2015
70,110
-
-
-
11,513
(798)
-
80,825
-
-
-
-
-
-
(29,161)
(4,626)
-
(4,626)
-
-
-
(33,787)
(3,280)
-
(3,280)
-
-
2,680
-
-
-
-
-
33
2,713
-
-
-
-
15
-
80,825
2,728
(34,339)
(2,728)
-
(4)
-
(30)
(30)
-
-
-
(34)
-
-
-
-
-
-
34
-
-
-
43,625
(4,626)
(30)
(4,656)
11,513
(798)
33
49,717
(3,280)
-
(3,280)
-
15
34
-
46,486
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
27
For personal use only
Consolidated Statement of Cash Flows
Note
25(a)
8
Cash Flows from Operating Activities
- Payments to suppliers and employees (inclusive of value added
taxes)
- Payments for business development activities
- Interest received
Net cash used in operating activities
Cash Flows From Investing Activities
- Transfer of funds to term deposits
- Receipt of funds from term deposits
- Sale of plant & equipment
- Purchase of plant & equipment
- Payments for exploration and evaluation
Net cash provided by/(used in)investing activities
Cash Flows from Financing Activities
- Proceeds from issue/(purchase) of shares and options
- Payments for costs associated with issue of shares
Net cash provided by/(used in) financial activities
Net increase/(decrease) in cash held
Cash and cash equivalents at beginning of financial year
Effects of exchange rate changes on cash
30 June
2015
$’000
(2,699)
(598)
584
(2,713)
-
13,000
161
(11)
(1,177)
11,973
-
-
-
9,260
6,774
(21)
Cash and cash equivalents at end of financial year
8
16,013
30 June
2014
$’000
(3,641)
(475)
832
(3,284)
(13,000)
-
86
(74)
(1,946)
(14,934)
11,513
(798)
10,715
(7,503)
14,156
121
6,774
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
28
For personal use only
Notes to and Forming Part of the Financial Statements
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
The financial report of Globe Metals & Mining Limited for the year ended 30 June 2015 was authorised for issue in
accordance with a resolution of directors on 29 September 2015.
The following is a summary of the material accounting policies adopted by the Group in the preparation of the financial
report. The accounting policies have been consistently applied, unless otherwise stated. This financial report includes
the consolidated financial statements and notes of Globe Metals & Mining Limited (‘Globe’ or ‘the Company’) and its
controlled entities (‘Consolidated Entity’ or ‘Group’).
Basis of Preparation
a.
The financial report is a general purpose financial report that has been prepared in accordance with Australian
Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian
Accounting Standards Board (AASB) and the Corporations Act 2001, as appropriate for profit-oriented entities.
(i) Compliance with IFRS
The financial report of Globe Metals & Mining Limited and controlled entities complies with Australian Accounting
Standards, which include Australian equivalents to International Financial Reporting Standards (‘AIFRS’). Compliance
with AIFRS ensures that the financial report, comprising the financial statements and notes thereto, also complies
with International Financial Reporting Standards (‘IFRS’) as issued by International Accounting Standards Board
(IASB).
(ii) New and amended standards adopted by the group
None of the new standards and amendments to standards that are mandatory for the first time for the financial year
beginning 1 July 2014 affected any of the amounts recognised in the current period or any prior period and are not
likely to affect future periods.
(iii) Historical Cost Convention
The financial report has been prepared under the historical cost convention, modified, where applicable, by the
measurement at fair value of selected non-current assets, financial assets and financial liabilities.
(iv) Critical accounting estimates
The preparation of financial statements requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the group’s accounting policies. The areas
involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to
the financial statements are disclosed in note 3.
Principles of Consolidation
b.
The consolidated financial statements incorporate the assets and liabilities of all entities controlled by Globe Metals &
Mining Limited ('company' or 'parent entity') as at 30 June 2015 and the results of all controlled entities for the year
then ended. Globe Metals & Mining Limited and its controlled entities together are referred to in this financial report as
the Consolidated Entity. The effects of all transactions between entities in the Consolidated Entity are eliminated in full.
Subsidiaries are all those entities over which the Consolidated Entity has the power to govern the financial and
operating policies, generally accompanying a shareholding of more than one-half of the voting rights.
The existence and effect of potential voting rights that are currently exercisable or convertible are considered when
assessing whether the Consolidated Entity controls another entity. Subsidiaries are fully consolidated from the date on
which control is transferred to the Consolidated Entity. They are de-consolidated from the date that control ceases.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the Consolidated Entity.
29
For personal use only
Notes to and Forming Part of the Financial Statements (Continued)
Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated.
Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset
transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the
policies adopted by the Group. All controlled entities have a June financial year end.
A list of controlled entities is contained in Note 17 to the financial statements.
Segment Reporting
c.
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.
d.
Foreign Currency Translation
Functional and presentation currency
The functional currency of each of the Group’s entities is measured using the currency of the primary economic
environment in which that entity operates, currently being the Australian Dollar for each of the entities. The
consolidated financial statements are presented in Australian dollars which is the Company’s functional and
presentation currency.
Transactions and balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of
the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items
measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary
items measured at fair value are reported at the exchange rate at the date when the fair values were determined.
Exchange differences arising on the translation of monetary items are recognised in profit and loss for the period,
except where deferred in equity as a qualifying cash flow or net investment hedge.
Revenue Recognition
e.
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.
Interest income is recognised as the interest accrues at an effective interest rate.
Income Tax
f.
Current Tax
Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable
profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively
enacted by reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent
that it is unpaid (or refundable).
Deferred Tax
Deferred tax is accounted for using the liability method in respect of temporary differences arising from differences
between the carrying amount of assets and liabilities in the financial statements and the corresponding tax base of
those items.
In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are
recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible
temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax assets and liabilities
are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and
liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profit.
Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising from goodwill.
30
For personal use only
Notes to and Forming Part of the Financial Statements (Continued)
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the
asset and liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax
consequences that would follow from the manner in which the Consolidated Entity expects, at the reporting date, to
recover or settle the carrying amount of its assets and liabilities.
Current and Deferred Taxation
Current and deferred tax is recognised as an expense or income in the Statement of Comprehensive Income, except
when it relates to items credited or debited directly to equity, in which case the deferred tax is also recognised directly
in equity, or where it arises from the initial accounting for a business combination, in which case it is taken into account
in the determination of goodwill or excess.
The amount of benefits brought to account or which may be realised in the future is based on the assumption that no
adverse change will occur in income taxation legislation and the anticipation that the Company will derive sufficient
future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed
by the law.
Leases
g.
Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the
legal ownership, are transferred to entities in the Group are classified as finance leases.
Finance leases are capitalised, recording an asset and a liability equal to the present value of the minimum lease
payments, including any guaranteed residual values.
Leased assets are depreciated on a diminishing value basis over their estimated useful lives where it is likely that the
Group will obtain ownership of the asset or over the term of the lease.
Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.
Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged
as expenses in the periods in which they are incurred.
Impairment
Financial Assets
h.
(i)
The group assesses at the end of each reporting period whether there is objective evidence that a financial asset or
group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses
are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the
initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash
flows of the financial asset or group of financial assets that can be reliably estimated. In the case of equity investments
classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is
considered an indicator that the assets are impaired.
For loans and receivables, 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. The carrying amount of the asset is reduced and the
amount of the loss is recognised in profit or loss. If there is objective evidence of impairment for available-for-sale
financial assets, the cumulative loss – measured as the difference between the acquisition cost and the current fair
value, less any impairment loss on that financial asset previously recognised in profit or loss – is removed from equity
and recognised in profit or loss.
31
For personal use only
Notes to and Forming Part of the Financial Statements (Continued)
Exploration and Evaluation Assets
(ii)
Exploration and evaluation assets are tested for impairment when any of the following facts and circumstances exists:
-
-
the term of the exploration licence in the specific area of interest has expired during the reporting period or will
expire in the near future, and is not expected to be renewed;
substantive expenditure on further exploration for and evaluation of mineral resources in the specific area are not
budgeted nor planned;
- exploration for and evaluation of mineral resources in the specific area of interest have not led to the discovery of
commercially viable quantities of mineral resources and the decision was made to discontinue such activities in the
specific area of interest; or
sufficient data exists to indicate that, although a development in the specific area of interest is likely to proceed, the
carrying amount of the exploration and evaluation assets is unlikely to be recovered in full from successful
development or by sale.
-
Where a potential impairment is indicated, an assessment is performed for each cash generating unit (“CGU”) which is
no larger than the area of interest. An impairment loss is recognised if the carrying amount of the CGU exceeds its
estimated recoverable amount.
Non-financial Assets Other Than Exploration and Evaluation Assets
(iii)
The carrying amounts of the Consolidated Entity’s non-financial assets, are reviewed at each reporting date to
determine whether there is any indication of impairment. If any such indication exists then the asset’s recoverable
amount is estimated. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and
its fair value less costs to sell.
Cash and Cash Equivalents
i.
Cash and short-term deposits in the statement of financial position comprise cash at bank and in hand and short-term
deposits with an original maturity of three months or less.
For the purposes of the Statement Cash Flow, cash and cash equivalents consist of cash and cash equivalents as defined
above, net of outstanding bank overdrafts.
Term Deposits
j.
Term deposits in the statement of financial position comprise of term deposits held by the bank which have a maturity
of between three and six months.
Exploration and Evaluation Assets
k.
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 Consolidated Entity has obtained the legal rights to
explore an area are recognised in the statement of comprehensive income.
Exploration and evaluation assets are only recognised if the rights 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.
A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward
costs in relation to that 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 from exploration and evaluation expenditure to mining property and development assets within
property, plant and equipment and depreciated over the life of the mine.
32
For personal use only
Notes to and Forming Part of the Financial Statements (Continued)
Investments and Other Financial Assets
l.
Classification
The group classifies its financial assets in the following categories: financial assets at fair value through profit or loss,
loans and receivables, held-to-maturity investments and available-for-sale financial assets. The classification depends on
the purpose for which the investments were acquired. Management determines the classification of its investments at
initial recognition and, in the case of assets classified as held-to-maturity, re-evaluates this designation at the end of
each reporting date.
(i) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an
active market. They are included in current assets, except for those with maturities greater than 12 months after the
reporting period which are classified as non-current assets. Loans and receivables are included in trade and other
receivables (note 9) in the balance sheet.
(ii) Available-for-sale financial assets
Available-for-sale financial assets, comprising principally marketable equity securities, are non-derivatives that are
either designated in this category or not classified in any of the other categories. They are included in non-current
assets unless the investment matures or management intends to dispose of the investment within 12 months of the end
of the reporting period. Investments are designated as available-for-sale if they do not have fixed maturities and fixed
or determinable payments and management intends to hold them for the medium to long term.
Financial assets – reclassification
The group may choose to reclassify a non-derivative trading financial asset out of the held for trading category if the
financial asset is no longer held for the purpose of selling it in the near term. Financial assets other than loans and
receivables are permitted to be reclassified out of the held for trading category only in rare circumstances arising from a
single event that is unusual and highly unlikely to recur in the near term. In addition, the group may choose to reclassify
financial assets that would meet the definition of loans and receivables out of the held for trading or available-for-sale
categories if the group has the intention and ability to hold these financial assets for the foreseeable future or until
maturity at the date of reclassification.
Reclassifications are made at fair value as of the reclassification date. Fair value becomes the new cost or amortised
cost as applicable, and no reversals of fair value gains or losses recorded before reclassification date are subsequently
made. Effective interest rates for financial assets reclassified to loans and receivables and held-to-maturity categories
are determined at the reclassification date. Further increases in estimates of cash flows adjust effective interest rates
prospectively.
Recognition and de-recognition
Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the group commits
to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial
assets have expired or have been transferred and the group has transferred substantially all the risks and rewards of
ownership. When securities classified as available-for-sale are sold, the accumulated fair value adjustments recognised
in other comprehensive income are reclassified to profit or loss as gains and losses from investment securities.
Measurement
At initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not at fair
value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset.
Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss. Loans and
receivables and held-to-maturity investments are subsequently carried at amortised cost using the effective interest
method.
33
For personal use only
Notes to and Forming Part of the Financial Statements (Continued)
Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair
value. Gains or losses arising from changes in the fair value of the ‘financial assets at fair value through profit or loss’
category are presented in profit or loss within other income or other expenses in the period in which they arise.
Dividend income from financial assets at fair value through profit or loss is recognised in profit or loss as part of revenue
from continuing operations when the group’s right to receive payments is established. Interest income from these
financial assets is included in the net gains/(losses).
Changes in the fair value of monetary securities denominated in a foreign currency and classified as available-for-sale
are analysed between translation differences resulting from changes in amortised cost of the security and other
changes in the carrying amount of the security. The translation differences related to changes in the amortised cost are
recognised in profit or loss, and other changes in carrying amount are recognised in other comprehensive income.
Changes in the fair value of other monetary and non-monetary securities classified as available-for-sale are recognised
in other comprehensive income.
Details on how the fair value of financial instruments is determined are disclosed in note 2.
Property, Plant and Equipment
m.
Plant and equipment is stated at cost less accumulated depreciation and accumulated impairment losses.
The depreciable amount of all Motor vehicle and Leasehold assets are depreciated on a straight line basis over their
useful lives. Plant and equipment, Furniture and fittings and Software assets are depreciated using the diminishing
value method. The depreciation rates used for each class of depreciable assets vary from 3% to 40% with the average
rate being 30%.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the
statement of comprehensive income.
Trade and Other Receivables
n.
Trade receivables, which generally have 30-90 day terms, are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method, less an allowance for any uncollectible amounts.
Collectability of trade receivables is reviewed on an ongoing basis. Debts that are known to be uncollectible are written
off when identified. An allowance for impairment is raised when there is objective evidence that the Group will not be
able to collect the debt.
Trade and Other Payables
o.
Liabilities for trade creditors and other amounts are carried at cost which is the fair value of consideration to be paid in
the future for goods and services received, whether or not billed to the Consolidated Entity.
Payables to related parties are carried at the principal amount. Interest, when charged by the lender, is recognised as an
expense on an accrual basis.
Provisions
p.
Provisions are recognised when the Group has a present obligation (legal or constructive) where, as a result of a past
event, it is probable that an outlay of resources embodying economic benefits will be required to settle the obligation
and a reliable estimate can be made of the amount of the obligation.
Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the
reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense
relating to any provision is presented in the statement of comprehensive income net of any reimbursement.
If the effect of the time value of money is material, provisions are determined by discounting the expected future cash
flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the
risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is
recognised as a finance cost.
34
For personal use only
Notes to and Forming Part of the Financial Statements (Continued)
Employee Benefits
q.
Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected
to be settled within 12 months after the end of the period in which the employees render the related service are
recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts
expected to be paid when the liabilities are settled. The liability for annual leave is recognised in the provision for
employee benefits. All other short-term employee benefit obligations are presented as payables.
Other long-term employee benefit obligations
The liability for long service leave and annual leave which is not expected to be settled within 12 months after the end
of the period in which the employees render the related service is recognised in the provision for employee benefits
and measured as the present value of expected future payments to be made in respect of services provided by
employees up to the end of the reporting period using the projected unit credit method. Consideration is given to
expected future wage and salary levels, experience of employee departures and periods of service. Expected future
payments are discounted using market yields at the end of the reporting period on high quality corporate bonds with
terms and currencies that match, as closely as possible, the estimated future cash outflows. The obligations are
presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer
settlement for at least twelve months after the reporting date, regardless of when the actual settlement is expected to
occur.
Retirement benefit obligations
All employees of the group are entitled to benefits from the group’s superannuation plan on retirement, disability or
death or can direct the group to make contributions to a defined contribution plan of their choice.
Contributions to superannuation funds are recognised as an expense as they become payable. Prepaid contributions are
recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.
Equity Settled Compensation
The Group provides benefits to employees (including directors) of the Group in the form of share-based payment
transactions, whereby employees render services in exchange for shares or rights over shares (“equity-settled
transaction”).
The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at
which they are granted. The fair value is determined by a valuation by using a Black-Scholes option pricing model.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period
in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully
entitled to the award (“vesting date”).
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i)
the extent to which the vesting period has expired and (ii) the number of awards that, in the opinion of the directors of
the Company, will ultimately vest. This opinion is formed based on the best available information at reporting date. No
adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is
included in the determination of fair value at grant date.
Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had
not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of
the modification, as measured at the date of modification.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense
not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled
award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated
as if they were a modification of the original award, as described in the previous paragraph.
35
For personal use only
Notes to and Forming Part of the Financial Statements (Continued)
Contributed Equity
r.
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.
Where any group company purchases the company’s equity instruments, for example as the result of a share buy-back
or a share-based payment plan, the consideration paid, including any directly attributable incremental costs (net of
income taxes) is deducted from equity attributable to the owners as treasury shares until the shares are cancelled or
reissued.
Where such ordinary shares are subsequently reissued, any consideration received, net of any directly attributable
incremental transaction costs and the related income tax effects, is included in equity attributable to the owners.
Earnings Per Share
s.
Basic earnings per share
Basic earnings per share is calculated by dividing:
-
the profit attributable to owners of the company, excluding any costs of servicing equity other than ordinary shares
- by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus
elements in ordinary shares issued during the year and excluding treasury shares
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into
-
-
account:
the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares,
and
the weighted average number of additional ordinary shares that would have been outstanding assuming the
conversion of all dilutive potential ordinary shares.
Goods and Services Tax and other Value Added Taxes
t.
Revenues, expenses and assets are recognised net of the amount of Goods and Services Tax (GST) and other Value
Added Taxes (VAT), except where the amount of GST or VAT incurred is not recoverable from the applicable taxation
authority. In these circumstances the GST and VAT are recognised as part of the cost of acquisition of the asset or as
part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of
GST and VAT.
The net amount of GST or VAT recoverable from, or payable to, the taxation authority is included as a current asset or
liability in the statement of financial position.
Cash flows are included in the Statement of Cash Flow on a gross basis. The GST and VAT components of cash flows
arising from investing and financing activities which are recoverable from, or payable to, the taxation authorities are
classified as operating cash flows.
Rounding of amounts
u.
The company is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investments
Commission, relating to the ‘rounding off’ of amounts in the financial statements.
Amounts in the financial statements have been rounded off in accordance with that Class Order to the nearest
thousand dollars, or in certain cases, the nearest dollar.
Parent entity financial information
v.
The financial information for the parent entity, Globe Metals and Mining Limited, disclosed in note 28 has been
prepared on the same basis as the consolidated financial statements, except as set out below.
Investments in subsidiaries, associates and joint venture entities
(i)
Investments in subsidiaries, associates and joint venture entities are accounted for at cost in the financial statements of
Globe Metals and Mining Limited.
36
For personal use only
Notes to and Forming Part of the Financial Statements (Continued)
New accounting standards and interpretations
w.
Certain new accounting standards and interpretations have been published that are not mandatory for the current
reporting period, none of which are expected to have a material impact on the entity in the current or future reporting
periods and on foreseeable future transactions.
2. FINANCIAL RISK MANAGEMENT
The Group’s principal financial instruments comprise cash. The Group also has other financial instruments such as trade
and other debtors and creditors, which arise directly from its operations, and available for sale financial assets. For the
period under review, it has been the Group’s policy not to trade in financial instruments.
The main risks arising from the Group’s financial instruments and the Group’s policies for managing each of these risks
are summarised below:
Interest Rate Risk
The Group does not have short or long term cash deposits or debt, and therefore this risk is minimal. An analysis by
maturities is provided in (i) below.
Credit Risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
Group. The Group entity has adopted the policy of only dealing with credit worthy counterparties and obtaining
sufficient collateral or other security where appropriate, as a means of mitigating the risk of financial loss from defaults.
The credit risk on financial assets of the Group is reflected in those assets' carrying amount net of any provisions for
impairment.
The Group currently holds majority of its cash and cash equivalents with Westpac Banking Corporation with a credit
rating of AA-. The Group believes the credit risk exposure is negligible given the string credit rating of the counterparty.
Foreign currency risk
The Group is exposed to fluctuations in foreign currencies arising from the sale and purchase of goods and services in
currencies other than the Group’s functional currency. The majority of expenses incurred are in AUD and therefore risk
is not significant. Monetary assets and liabilities of the Group denominated in foreign currencies are not material to the
Group.
Concentration risk
The parent entity is exposed to concentration risk due to 99% of its cash and cash equivalents being held within the one
financial institution. The Group manages this risk through monitoring of the credit rating of the institution.
Liquidity risk
The Group manages liquidity risk by monitoring forecast cash flows and ensuring that adequate short term cash facilities
are maintained. At the end of the period the group held deposits at call of $16,013,533 (2014: $750,096) with no
maturities of three months or less (2014: $6,024,240), and no maturities of more than three months (2014:
$13,000,000) respectively, that are expected to readily generate cash inflows for managing liquidity risk.
37
For personal use only
Notes to and Forming Part of the Financial Statements (Continued)
Interest rate risk exposures
(i)
The Group’s exposure to interest rate risk and the effective weighted average interest rate for each class of financial
assets and financial liabilities is set out in the following table:
2015
Financial Assets
Cash at bank
Trade & other receivables
Available for sale financial assets
Other assets
Weighted Average Interest Rate
Financial Liabilities
Trade & other creditors
Weighted Average Interest Rate
Floating
interest
rate
$’000
16,013
-
-
-
16,013
1.43%
-
-
-
Net financial assets / (liabilities)
16,013
2014
Financial Assets
Cash at bank
Short Term bank deposits
Term deposits
Trade & other receivables
Available for sale financial assets
Other assets
Weighted Average Interest Rate
Financial Liabilities
Trade & other creditors
Weighted Average Interest Rate
Floating
interest
rate
$’000
750
-
-
-
-
750
1.99%
-
-
-
1 year or
less
Fixed interest maturing in
Over 1
year less
than 5
$’000
More
than 5
years
$’000
$’000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1 year or
less
Fixed interest maturing in
Over 1
year less
than 5
$’000
More
than 5
years
$’000
$’000
-
6,024
13,000
-
-
-
19,024
3.78%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Non-Interest
bearing
Total
$’000
$’000
-
257
34
42
333
(387)
(387)
-
16,013
257
34
42
16,346
(387)
(387)
-
(54)
15,959
Non-Interest
bearing
Total
$’000
$’000
-
-
209
46
225
480
-
(1,065)
(1,065)
-
750
6,024
13,000
209
46
225
20,254
-
(1,065)
(1,065)
-
(585)
19,189
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Net financial assets / (liabilities)
750
19,024
Sensitivity analysis
The Group has performed a sensitivity analysis in relation to interest income and movements in interest rates on
financial assets and liabilities. The analysis highlights the effect on the current year’s pre-tax loss which would have
resulted from movement in interest rates with all other variables remaining constant.
Change in loss
- increase in interest rate by 1%
- decrease in interest rate by 1%
Consolidated
2015
$’000
(160)
160
2014
$’000
(199)
199
38
For personal use only
Notes to and Forming Part of the Financial Statements (Continued)
3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of financial statements requires management to make judgements and estimates relating to the
carrying amounts of certain assets and liabilities. Actual results may differ from the estimates made. Estimates and
assumptions are reviewed on an ongoing basis.
The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts
of certain assets and liabilities within the next accounting period are:
Exploration and evaluation expenditure
(i)
The Group’s accounting policy for exploration and evaluation expenditure results in expenditure being capitalised for an
area of interest where it is considered likely to be recoverable by future exploitation or sale or where the activities have
not reached a stage which permits a reasonable assessment of the existence of reserves. This policy requires
management to make certain estimates as to future events and circumstances, in particular whether an economically
viable extraction operation can be established. Any such estimates and assumptions may change as new information
becomes available. If, after having capitalised the expenditure under the policy, a judgement is made that recovery of
the expenditure is unlikely, the relevant capitalised amount will be written off to profit and loss. Refer to note 12 for
details of the judgement applied in the current period in relation to exploration and evaluation expenditure.
Income taxes
(ii)
Judgement is required in assessing whether deferred tax assets and liabilities are recognised on the statement of
financial position. Deferred tax assets, including those arising from temporary differences, are recognised only when it
is considered more likely than not that they will be recovered, which is dependent on the generation of future
assessable income of a nature and of an amount sufficient to enable the benefits to be utilised. Refer to note 7 for
details of the judgement applied in the current period in relation to income taxes.
Tax provisions
(iii)
Judgement is required in calculating tax provisions relating to potential tax obligations in foreign jurisdictions where the
legislation and case law is not established. Tax provisions are recognised when it is considered more likely than not that
an amount will be payable. Refer to note 14 for details of the judgement applied in the current period in relation to tax
provisions.
4. SEGMENT INFORMATION
The consolidated entity has identified its operating segments based on the internal reports that are reviewed and used
by the Board of Directors to make decisions about resources to be allocated to the segments and assess their
performance.
The consolidated entity has two reportable segments which are based on the stage of development of its projects,
which are broadly in either of two groups: those in the exploration phase or those in the evaluation stage. Unallocated
results, assets and liabilities represent corporate amounts that are not core to the reportable segments.
Prior period information has been restated to reflect the current composition of reportable segments.
Activity by segment
Africa-Kanyika
The Africa-Kanyika segment includes the Kanyika Niobium project in Malawi which is host to a 2004 JORC compliant
Mineral Resource Estimate of 68.3Mt @ 2,830ppm Nb2O5 (niobium pentoxide) and 135ppm Ta5O5 (tantalum pentoxide)
at a 1,500 ppm Nb2O5 cut-off.
The Kanyika Niobium project is currently at the evaluation stage.
Africa-Exploration
The Africa-Exploration segment includes the following projects, all of which are in the exploration stage:
Chiziro Graphite project in Malawi
-
- Machinga Niobium-Tantalum project in Malawi
-
Salambidwe REE project in Malawi
39
For personal use only
Notes to and Forming Part of the Financial Statements (Continued)
4. SEGMENT INFORMATION (CONTINUED)
2015
(i) Segment performance
year ended 30 June 2015
Revenue
Segment revenue
Segment result
Reconciliation of segment result to group net profit
/ (loss) before tax
Other income
Other corporate expenses
Net loss before tax from continuing operations
(ii) Segment assets
as at 30 June 2015
Exploration expenditure
Plant and equipment
Other assets
Total Segment Assets
Reconciliation of segment assets to group assets
Other corporate assets
Total group assets
(iii) Segment liabilities
as at 30 June 2015
Trade Creditors and Accruals
Provisions
Total Segment liabilities
Reconciliation of segment liabilities to group
liabilities
Trade Creditors and Accruals
Provisions
Total group liabilities
Africa-
Kanyika
Africa-
Exploration
$’000
$’000
-
-
-
-
Total
$’000
-
-
(769)
(845)
(1,614)
26,292
54
139
26,485
4,587
259
218
5,064
161
693
854
62
48
110
540
(2,206)
(3,280)
30,879
313
357
31,549
16,197
47,746
223
741
964
164
132
1,260
40
For personal use only
Notes to and Forming Part of the Financial Statements (Continued)
4. SEGMENT INFORMATION (CONTINUED)
2014
(i) Segment performance
Year ended 30 June 2015
Revenue
Total segment revenue
Segment result
Reconciliation of segment result to group net profit
/ (loss) before tax
Other income
Other corporate expenses
Net loss before tax from continuing operations
(ii) Segment assets
as at 30 June 2014
Exploration expenditure
Plant and equipment
Other assets
Total Segment Assets
Reconciliation of segment assets to group assets
Other corporate assets
Total group assets
(iii) Segment liabilities
As at 30 June 2014
Trade Creditors and Accruals
Total Segment liabilities
Reconciliation of segment liabilities to group liabilities
Trade Creditors and Accruals
Total group liabilities
Africa-
Kanyika
$’000
Africa-
Exploration
$’000
-
-
-
-
Total
$’000
-
-
(646)
(1,554)
(2,200)
24,440
115
126
24,681
5,031
575
246
5,852
488
488
85
85
670
(3,096)
(4,626)
29,471
690
372
30,533
20,249
50,782
573
573
492
1,065
The Group operated in several geographical segments, being Australia and Africa, and in one industry, minerals mining
and exploration.
Geographical Information
Net assets of:
Australia
Africa
Total
Consolidated
2015
$’000
154
31,192
31,346
2014
$’000
296
30,161
30,457
41
For personal use only
Notes to and Forming Part of the Financial Statements (Continued)
5. INCOME
Interest income
- Interest received and receivable
6. EXPENSES
Loss from operations before income tax has been determined after the
following specific expenses:
Capitalised exploration expenditure written off(a)
Operating lease expenses
Superannuation expenses
Depreciation
Foreign exchange differences
Redundancy costs/termination benefits
Finance Costs
- Bank Charges
(a)Refer to note 12 for details of impairment charge recognised during the year
Consolidated
2015
$’000
2014
$’000
540
540
670
670
7
142
129
311
21
142
6
6
260
209
133
377
121
184
7
7
42
For personal use only
Notes to and Forming Part of the Financial Statements (Continued)
a.
b.
c.
(b)
(c)
d.
7. INCOME TAX EXPENSE
The components of tax expense comprise:
Current tax
Deferred tax
Deferred income tax/(revenue)
Deferred income tax/(revenue) included in tax expense comprises:
Increase in deferred tax assets
Increase in deferred tax liabilities
Consolidated
2015
$’000
2014
$’000
-
-
-
-
-
-
-
(1,525)
1,525
-
The prima facie tax benefit on loss from ordinary activities before
income tax is reconciled to the income tax as follows:
Loss before income tax
(3,280)
(4,626)
Prima facie tax benefit on loss from
ordinary activities before income tax at 30%
(2014: 30%)
Share based payments
Adjust for tax effect of:
-
- Non-deductible tenement expenditure
- Other non-deductible expenses
- Capital raising costs
- Deferred tax assets not recognised
984
1,387
-
(984)
-
(10)
-
(263)
22
1,136
(1,136)
-
The tax benefits of the above deferred tax assets will only be obtained if:
(a)
the Group derives future assessable income of a nature and of an amount sufficient to enable the benefits to be
utilised;
the Group continues to comply with the conditions for deductibility imposed by law; and
no changes in income tax legislation adversely affect the Group in utilising the benefits.
Deferred tax assets /(liabilities) comprise:
Interest receivable
Tax losses available for offset against future taxable income
Net deferred tax assets
Deferred tax assets not recognised
(13)
5,222
5,209
(5,209)
-
-
43
For personal use only
Notes to and Forming Part of the Financial Statements (Continued)
8. CASH AND CASH EQUIVALENTS AND TERM DEPOSITS
Cash at bank
Short term bank deposits
Term Deposits*
Consolidated
2015
$’000
16,013
-
16,013
-
-
2014
$’000
750
6,024
6,774
13,000
13,000
The Group’s exposure to interest rate risk and credit risk is discussed in note 2. The maximum exposure to credit risk at
the end of the reporting period is the carrying amount of each class of cash and cash equivalent and term deposits
mentioned above.
*Term Deposits refers to six monthly or longer term deposits.
9. TRADE AND OTHER RECEIVABLES
Current
Trade Debtors
GST Receivable
VAT Receivable
Other Tax Receivable
Consolidated
2015
$’000
-
12
202
43
257
2014
$’000
19
89
75
26
209
Due to the short-term nature of the current receivables, their carrying amount is assumed to approximate their fair
value. The group’s impairment and other accounting policies for trade and other receivables are outlined in note 1(h).
Information about the group’s exposure to credit risk, foreign exchange and interest rate risk is provided in note 2. The
maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of financial
asset mentioned above.
10. OTHER ASSETS
Current
Prepayments
Accrued Interest Income
Security Deposits
Other
Consolidated
2015
$’000
80
-
42
10
132
2014
$’000
107
44
181
10
342
44
For personal use only
Notes to and Forming Part of the Financial Statements (Continued)
11. PLANT AND EQUIPMENT
Year ended 30 June 2014
Opening net book amount
Additions
Disposals
Depreciation charge
Closing net book amount
At 30 June 2014
Cost
Accumulated depreciation
Net book value
Year ended 30 June 2015
Opening net book amount
Additions
Disposals
Depreciation charge
Closing net book amount
At 30 June 2015
Cost
Accumulated depreciation
Net book value
12. EXPLORATION AND EVALUATION EXPENDITURE
Non-Current
Costs carried forward in respect of areas of interest in:
Exploration and evaluation phases – at cost
Opening balance
Exploration expenditure capitalised during the year
Exploration expenditure written off(a)
At reporting date
Plant &
Equipment
$’000
1,336
22
(353)
(270)
735
1,247
(512)
735
735
11
(179)
(264)
303
831
(528)
303
Other
$’000
280
61
(29)
(107)
205
370
(165)
205
205
-
(30)
(47)
128
202
(74)
128
Total
$’000
1,616
83
(382)
(377)
940
1,617
(677)
940
940
11
(209)
(311)
431
1,033
(602)
431
Consolidated
2015
$’000
2014
$’000
30,879
29,471
1,415
(7)
30,879
29,471
27,889
1,842
(260)
29,471
(a) Exploration expenditure written off relates to Mt Muambe and Memba projects in Mozambique that have
previously been impaired.
The value of the Group’s interest in exploration expenditure is dependent upon:
-
-
-
-
the continuance of the consolidated entity’s rights to tenure of the areas of interest;
the results of future exploration; and
the recoupment of costs through successful development and exploitation of the areas of interest, or alternatively, by their sale.
no significant changes in laws and regulations that greatly impact the company’s ability to maintain tenure.
The Group’s exploration properties may be subjected to claim(s) under native title, or contain sacred sites, or sites of
significance to indigenous people. As a result, exploration properties or areas within the tenements may be subject to
exploration restrictions, mining restrictions and/or claims for compensation. At this time, it is not possible to quantify
whether such claims exist, or the quantum of such claims.
45
For personal use only
Notes to and Forming Part of the Financial Statements (Continued)
13. TRADE AND OTHER PAYABLES
Current
Trade creditors
Other creditors and accruals
Non-interest bearing liabilities stated at cost and are predominantly settled within 30 days.
14. PROVISIONS
Current
Employee benefit provisions
Provision for Foreign Tax
Movement in Provision for Foreign Tax is comprised as follows
Opening Balance
Add: provision raised during the year
Add/(less): Foreign currency exchange adjustment
Consolidated
2015
$’000
2014
$’000
3
384
387
79
542
621
Consolidated
2015
$’000
2014
$’000
132
741
873
352
363
26
741
92
352
444
441
-
(89)
352
The Provision for Foreign Tax is based upon assessments received which the Company is defending. The provision has
been estimated by the Company in accordance with the requirements of Australian Accounting Standards.
15. CONTRIBUTED EQUITY
Fully paid ordinary shares
$’000
80,825
80,825
(a) Movements in fully paid ordinary shares on issue:
At beginning of reporting period:
Shares Issued
Shares bought back
Share Based Payments (Refer Note 27)
Less: Capital Raising Expenses
80,825
-
-
-
-
2015
Number
469,729,062
469,729,062
469,729,062
-
-
-
Consolidated
$’000
80,825
80,825
70,110
11,513
-
-
(798)
2014
Number
469,729,062
469,729,062
220,339,131
249,389,931
-
-
-
Balance at end of reporting period
80,825
469,729,062
80,825
469,729,062
46
For personal use only
Notes to and Forming Part of the Financial Statements (Continued)
(b) Management of Share Capital
The Directors primary objectivity is to maintain a capital structure that ensures the lowest cost of capital available to the
Group. At reporting date, the Group has no external borrowings.
The Group is not subject to any externally imposed capital requirements.
Capital Risk Management
The consolidated entity’s objectives when managing capital are to safeguard its ability to continue as a going concern,
so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital
structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends, return
capital to shareholders, issue/buy-back shares or sell assets to reduce debt.
The consolidated entity would look to raise capital when an opportunity to invest in a business or company was seen as
value adding relative to the current parent entity’s share price at the time of investment. The consolidated entity is not
currently pursuing additional investments in the short term as it continues to integrate and grow its existing businesses
in order to maximise synergies.
The capital risk management policy remains unchanged from the 30 June 2015 annual report.
(c)
Terms of Ordinary Shares
Ordinary shares participate in dividends and the proceeds on winding up of the Company in proportion to the number
of shares held and in proportion to the amount paid up on the shares held. The fully paid ordinary shares have no par
value.
At shareholders meetings each ordinary share is entitled to one vote in proportion to the paid up amount of the share
when a poll is called, otherwise each shareholder has one vote on a show of hands.
At the end of reporting period, there are 469,729,062 shares on issue.
(d)
Terms of Options
At the end of reporting period, there were 4,000,000 options over unissued shares as follows:
-
-
-
-
1,000,000 unlisted options, exercisable at $0.10 on or before 30 June 2017, with performance hurdles.
1,000,000 unlisted options, exercisable at $0.15 on or before 30 June 2018, with performance hurdles.
1,000,000 unlisted options, exercisable at $0.20 on or before 30 June 2019, with performance hurdles.
1,000,000 unlisted options, exercisable at $0.25 on or before 30 June 2020, with performance hurdles.
47
For personal use only
Notes to and Forming Part of the Financial Statements (Continued)
16. OTHER RESERVES & ACCUMULATED LOSSES
(a) Reserves
Share based payments reserve
Available-for-sale financial assets reserve
Movements:
Share based payments reserve
Balance at beginning of financial period
Option expense (Refer note 27)
Equity benefit expense
Balance at end of financial period
Available-for-sale financial assets reserve
Balance at beginning of financial period
Revaluation
Reclassification to Income Statement
Balance at end of financial period
Consolidated
2015
$’000
2014
$’000
-
-
-
2,713
15
(2,728)
-
(34)
-
34
-
2,713
(34)
2,679
2,680
33
-
2,713
(4)
(30
-
(34)
The share based payments reserve records items recognised as expenses on valuation of employee share options and
performance shares. In accordance with Australian Accounting Standard AASB2, the Company valued options and rights
issued to staff in the past as part of their remuneration arrangements. Options and rights were issued at no cost, but
were attributed value based upon an independent assessment of their fair value. The attributed value was expensed
through Profit and Loss at the time and booked to the share based payments reserve.
Those rights and options have now all expired or been forfeited. In accordance with Australian Accounting Standard
AASB2, the share based payments reserve has been transferred to Accumulated Losses.
(b) Accumulated losses
Accumulated losses at the beginning of the financial period
Reclassification of reserves to accumulated losses
Net loss attributable to members
Accumulated losses at the end of the financial period
Consolidated
2015
$’000
2014
$’000
(33,787)
2,728
(3,280)
(34,339)
(29,161)
-
(4,626)
(33,787)
48
For personal use only
Notes to and Forming Part of the Financial Statements (Continued)
17. INTERESTS IN CONTROLLED ENTITIES
Controlled entities consolidated
The consolidated financial statements incorporate the assets, liabilities and the results of the following subsidiaries in
accordance with the accounting policy described in note 1(a):
Name
Country of
Incorporation
Class of
Shares
Equity Holding *
Argentina
Malawi
Mozambique
Globe Uranium (Argentina) S.A.
Globe Metals & Mining (Africa) Limited
Globe Metals & Mining Mozambique
Limitada
Globe Metals & Mining (Exploration)
Limited
Hong Kong
Globe Metals & Mining Investment
Appium Limited
Hong Kong
* Percentage of voting power is in proportion to ownership.
Malawi
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
2015
100%
100%
100%
100%
100%
100%
2014
100%
100%
100%
100%
-
-
18. DIVIDENDS PAID OR PROVIDED FOR ON ORDINARY SHARES
No dividends were paid during the year. No recommendation for payment of dividends has been made.
19. KEY MANAGEMENT PERSONNEL DISCLOSURES
(a) Details of key management personnel
The following persons were key management personnel of Globe Metals & Mining Limited during the financial year:-
Non-Executive Chairperson
Managing Director and CEO
Non-Executive Director
Non-Executive Director
Non-Executive Director
Deputy CEO (resigned as director 11 November 2014)
Exploration Manager
Non-Executive Director (retired 22 November 2014)
CFO and Company Secretary (ceased 31 January 2015)
Alice Wong
Alistair Stephens
William Hayden
Bo Tan
Alex Ko
Shasha Lu
Fergus Jockel
Jingbin Tian
Kerry Angel
Short term employee benefits
Termination benefits
Post employment
Share-based payment
Consolidated
2015
$’000
1,443
102
57
15
1,617
Detailed remuneration disclosures are provided in the remuneration report on pages 17 - 23.
(b) Loans to key management personnel
There were no outstanding unsecured loans to Key management personnel at 30 June 2015 (2014: $13,612).
(c) Other transactions with key management personnel
There were no other transactions with Key Management Personnel as at 30 June 2015 (2014 Nil).
2014
$’000
1,537
145
63
35
1,780
49
For personal use only
Notes to and Forming Part of the Financial Statements (Continued)
20. AUDITORS’ REMUNERATION
PricewaterhouseCoopers Australia
- Audit and reviewing of financial reports
- Other services
Network firms of PricewaterhouseCoopers Australia
- Audit and review of financial reports
- Other services
Consolidated
2015
$’000
2014
$’000
88
49
22
-
159
119
36
27
21
203
21. CONTINGENT LIABILITIES
In the opinion of the directors there were no contingent liabilities at 30 June 2015 (30 June 2014: nil), and the interval
between 30 June 2015 and the date of this report.
22. COMMITMENTS
(a) Exploration commitments
In order to maintain current rights of tenure to mining tenements, the Group has the following exploration expenditure
requirements up until expiry of leases. These obligations, which are subject to renegotiation upon expiry of the leases,
are not provided for in the financial statements and are payable:
Not longer than one year
Longer than one year, but not longer than five years
Longer than five years
Consolidated
2015
$’000
3,741
335
-
4,076
2014
$’000
2,736
430
-
3,166
If the Group decides to relinquish certain leases and/or does not meet these obligations, assets recognised in the
statement of financial position may require review to determine the appropriateness of carrying values. The sale,
transfer or farm-out of exploration rights to third parties will reduce or extinguish these obligations.
(b) Operating lease expenditure commitments
Not longer than one year
Longer than one year, but not longer than five years
Longer than five years
Consolidated
2015
$’000
51
-
-
51
2014
$’000
179
105
-
284
Operating lease expenses relate to the leases for office and staff accommodation in Malawi and Office accommodation
in Perth. The Company’s corporate head office relocated in January 2015 into a shared office at Level 1, Suite 1, 35
Havelock Street in West Perth. The agreement operates on a 3 month notice period.
50
For personal use only
Notes to and Forming Part of the Financial Statements (Continued)
23. RELATED PARTY DISCLOSURES
Parent entity
(a)
The ultimate parent entity of the Group is Globe Metals & Mining Limited.
Key management personnel
(b)
Disclosures relating to key management personnel are set out in note 19.
(c) Other related party transactions:
On the 7th May 2013 Globe announced a MOU with Jiangsu Eastern China Non-Ferrous Metals Investment Holding Co.
(ECE), its major shareholder at that time and a ‘related party’ by definition pursuant to the Corporations Act 2001 (Cth),
to assist and finance proposed exploration activity in Malawi. The MOU provided for Globe to reimburse costs incurred
by ECE to ECE but only upon deriving revenue from the exploration project areas or upon identification of a JORC
resource leading to a commissioning of a Pre-Feasibility Study. The MOU provided circumstances under which ECE was
required to reimburse Globe for costs it incurred in assisting ECE. During the 2014 financial year, Globe incurred
US$148,967 in costs reimbursable by ECE pursuant to the terms of the MOU. The MOU was deficient however in that it
failed to prescribe commercial terms for repayment of the reimbursable costs as should have been expected, such as
timeframe for repayment, interest (if any), actions available in the event of default. The failure to prescribe requisite
commercial terms resulted in a dispute between the parties, with ECE not initially accepting liability. As at 30 June 2014
the reimbursable costs remained in dispute and therefore a receivable was not raised in the year end accounts. At the
Company’s Annual General Meeting In November 2014 it was verbally agreed by ECE that it would reimburse Globe
US$128,303.05; which was agreed and accepted. In December 2014 a receivable was raised for the amount of US
$128,303.05. In May 2015, the amount of US $128,303.05 was repaid by ECE. No interest was received from ECE
despite a delay in repayment of over 18 months.
Terms and conditions
(d)
All transactions were made on normal commercial terms and conditions and at market rates.
24. EVENTS SUBSEQUENT TO REPORTING DATE
No other matters or circumstances have arisen since the end of the financial period which have significantly affected or
may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group
in future financial years.
25. RECONCILIATION OF LOSS AFTER INCOME TAX TO
NET CASH OUTFLOW FROM OPERATING ACTIVITIES
(a) Reconciliation of cash flow used in operations with loss after tax
-
Loss after income tax
Non-cash flows in loss from operations
Exploration expenditure written off
-
- Depreciation
Impairment
-
-
Share based payments
- Net loss on disposal of fixed assets
- Doubtful debts expense
Changes in assets and liabilities
- Decrease in receivables and other current assets
- Decrease in trade and other payables
Consolidated
2015
$’000
2014
$’000
(3,280)
(4,626)
7
311
46
15
73
876
(761)
160
377
-
33
263
4
547
(42)
Net cash outflows from operating activities
(2,713)
(3,284)
(b) Non cash investing and financing activities
There were no non cash investing and financing activities during the year.
51
For personal use only
Notes to and Forming Part of the Financial Statements (Continued)
26. EARNINGS PER SHARE
(a)
Loss used in the calculation of basic and diluted loss
per share
(b) Weighted average number of ordinary shares
outstanding during the period used in the calculation
of basic and diluted loss per share:
Consolidated
2015
$’000
2014
$’000
(3,280)
(4,626)
Number of
Shares
Number of
Shares
469,729,062
358,324,607
Options have not been included in the Earning per Share calculation as they are anti-dilutive.
27. SHARE BASED PAYMENTS
Options (a)
Consolidated
2015
$’000
15
15
2014
$’000
33
33
There are shares and options issued to employees as part of their compensation under the company’s employee share
option policies. Options are independently valued by corporate advisers using the Black-Scholes method.
Value per share is approximately the market price at date of the grant. All shares were granted subject to the
attainment of performance and/or employment continuity criteria.
52
For personal use only
Notes to and Forming Part of the Financial Statements (Continued)
(a) Movements in options on issue 2015:
Balance
at start of
the year
Number
Granted
during
the year
Number
Exercised
during the
year
Number
Lapsed
during the
year
Number
Balance
at 30 June
2015
Exercise
Price
$0.30
$0.25
$0.15
$0.26
$0.001
$0.001
$0.100
$0.150
$0.200
$0.250
350,000
200,000
600,000
500,000
3,000,000
800,000
1,000,000
1,000,000
1,000,000
1,000,000
9,450,000
$0.11
-
-
-
-
-
-
-
-
-
-
-
$0.00
-
-
-
-
-
-
-
-
-
-
-
$0.00
(350,000)
(200,000)
(600,000)
(500,000)
(3,000,000)
(800,000)
-
-
-
-
(5,450,000)
$0.07
-
-
-
-
-
-
1,000,000
1,000,000
1,000,000
1,000,000
4,000,000
$0.175
Vested and
exercisable
at end of
the year
Number
2015
-
-
-
-
-
-
1,000,000
-
-
-
1,000,000
$0.10
Grant Date
Expiry Date
30/09/2009
1/09/2014
26/10/2010 26/10/2014
29/11/2010 29/11/2014
29/11/2010 29/11/2014
28/12/2012 31/01/2015
28/12/2012 31/01/2015
2/07/2013 30/06/2017
2/07/2013 30/06/2018
2/07/2013 30/06/2019
2/07/2013 30/06/2020
Weighted average exercise price
Movements in options on issue 2014:
Grant Date
Expiry Date
30/09/2009
1/09/2014
26/10/2009 26/10/2013
26/10/2010 26/10/2014
29/11/2010 29/11/2014
29/11/2010 29/11/2014
28/12/2012 29/11/2016
28/12/2012 29/11/2016
28/12/2012 31/01/2014
28/12/2012 31/01/2014
28/12/2012 31/01/2015
28/12/2012 31/01/2015
28/12/2012 31/01/2015
28/12/2012 31/01/2015
2/07/2013 30/06/2017
2/07/2013 30/06/2018
2/07/2013 30/06/2019
2/07/2013 30/06/2020
Balance
at start of
the year
Number
Granted
during
the year
Number
Exercised
during the
year
Number
Lapsed
during the
year
Number
Exercise
Price
$0.30
$0.25
$0.25
$0.15
$0.26
$0.15
$0.26
$0.001
$0.001
$0.001
$0.001
$0.001
$0.001
$0.100
$0.150
$0.200
$0.250
350,000
200,000
200,000
600,000
500,000
600,000
500,000
250,000
250,000
250,000
250,000
3,000,000
800,000
-
-
-
-
-
-
-
-
-
-
-
-
-
1,000,000
1,000,000
1,000,000
1,000,000
7,750,000 4,000,000
$0.175
$0.08
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$0.00
(200,000)
(600,000)
(500,000)
(250,000)
(250,000)
(250,000)
(250,000)
-
-
-
-
(2,300,000)
$0.12
Weighted average exercise price
Compensation options granted during the year ended 30 June 2015
There were no compensation options granted during the year ended 30 June 2015.
Compensation options granted during the year ended 30 June 2014
All options were granted for nil consideration.
Vested and
exercisable
at end of
the year
Number
2014
350,000
-
200,000
600,000
500,000
-
-
-
-
-
-
-
-
-
-
-
-
1,650,000
$0.23
Balance
at 30 June
2014
350,000
-
200,000
600,000
500,000
-
-
-
-
-
-
3,000,000
800,000
1,000,000
1,000,000
1,000,000
1,000,000
9,450,000
$0.11
53
For personal use only
Notes to and Forming Part of the Financial Statements (Continued)
27. SHARE BASED PAYMENTS (CONTINUED)
For options granted during the 2014 financial year, the valuation model inputs used to determine fair value at the grant
date are as follows:
Inputs
Underlying security spot price
Exercise price
Issue date
Expiration date
Life of the Options
Approximate Volatility
Risk free rate
Dividend rate
Value per option
Number of options
Total value
Inputs
Underlying security spot price
Exercise price
Issue date
Expiration date
Life of the Options
Approximate Volatility
Risk free rate
Dividend rate
Value per option
Number of options
Total value
Inputs
Underlying security spot price
Exercise price
Issue date
Expiration date
Life of the Options
Approximate Volatility
Risk free rate
Dividend rate
Value per option
Number of options
Total value
Options Expiring 30 June 2017
$0.053
$0.100
2/7/2013
30/06/2017
4 yrs
65%
3.00%
Nil
$0.00
1,000,000
$nil
Options Expiring 30 June 2018
$0.053
$0.150
2/7/2013
30/06/2018
5 yrs
65%
3.11%
Nil
$0.00
1,000,000
$nil
Options Expiring 30 June 2019
$0.053
$0.200
2/7/2013
30/06/2019
6 yrs
65%
3.29%
Nil
$0.00
1,000,000
$nil
54
For personal use only
Notes to and Forming Part of the Financial Statements (Continued)
27. SHARE BASED PAYMENTS (CONTINUED)
Inputs
Underlying security spot price
Exercise price
Issue date
Expiration date
Life of the Options
Approximate Volatility
Risk free rate
Dividend rate
Value per option
Number of options
Total value
Options Expiring 30 June 2020
$0.053
$0.250
2/7/2013
30/06/2020
7 yrs
65%
3.47%
Nil
$0.00
1,000,000
$nil
The value per option at grant date is determined by an independent valuation by corporate advisers using a Black-
Scholes option pricing model and a Monte Carlo model to determine if the vesting conditions may be met.
Options Cancelled
5,450,000 options lapsed during the reporting period ended 30 June 2015 (2014: 2,300,000).
Options Exercised
No options were exercised during the reporting period ended 30 June 2015 (2014: Nil).
55
For personal use only
Notes to and Forming Part of the Financial Statements (Continued)
28. PARENT ENTITY INFORMATION
Statement of comprehensive income
Loss after income tax
Total comprehensive loss
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Reserves
Accumulated losses
Total equity
Parent
2015
$'000
(6,828)
(6,840)
15,887
34,533
268
268
34,265
80,825
-
(46,560)
34,265
2014
$'000
(9,790)
(9,820)
19,954
41,590
499
499
41,091
80,825
2,679
(42,413)
41,091
Guarantees entered into by the parent entity
The parent entity had no guarantees as of 30 June 2015 and 30 June 2014.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2015 and 30 June 2014.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2015 and 30 June 2014.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 1,
except for the following:
-
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
56
For personal use only
Directors’ Declaration
In the directors’ opinion:
a)
the financial statements and notes set out on pages 25 to 56 are in accordance with the Corporations Act 2001,
including:
(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional
reporting requirements, and
(ii) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2015 and of its
performance for the financial year ended on that date, and
b)
there are reasonable grounds to believe that the consolidated entity will be able to pay its debts as and when
they become due and payable.
Note 1(a) confirms that the financial statements also comply with International Financial Reporting Standards as issued
by the International Accounting Standards Board.
The directors have been given the declarations by the chief executive officer and chief financial officer required by
section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the directors.
ALISTAIR STEPHENS
MANAGING DIRECTOR
Dated 29th day of September 2015
57
For personal use only
Independent Auditor’s Report
58
For personal use only
Independent Auditor’s Report
59
For personal use only
Corporate Governance Statement
The Company is committed to implementing the highest standards of corporate governance.
In determining what those high standards should involve the Company has turned to the ASX Corporate Governance
Council’s Principles of Good Corporate Governance and Best Practice Recommendations. The Company is pleased to
advise that the Company’s practices are largely consistent with those ASX guidelines. As consistency with the guidelines
has been a gradual process, where the Company did not have certain policies or committees recommended by the ASX
Corporate Governance Council (the Council) in place during the reporting period, we have identified such policies or
committees.
Where the Company’s corporate governance practices do not correlate with the practices recommended by the Council,
the Company is working towards compliance however it does not consider that all the practices are appropriate for the
Company due to the size and scale of Company operations.
The Company’s compliance against the ASX Corporate Governance Council’s Principles of Good Corporate Governance
and Best Practice Recommendations are summarised as follows:
Principle ASX Corporate Governance Council Recommendations
Comply
1
1.1
1.2
1.3
2
2.1
2.2
2.3
2.4
2.5
2.6
3
3.1
3.2
3.3
3.4
3.5
4
4.1
4.2
4.3
4.4
Lay solid foundations for management and oversight
Establish the functions reserved to the board and those delegated to senior executives and disclose those
functions.
Disclose the process for evaluating the performance of senior executives.
Provide the information indicated in the Guide to reporting on principle 1.
Structure the Board to add value
A majority of the board should be independent directors.
The chair should be an independent director.
The roles of chair and chief executive officer should not be exercised by the same individual.
The board should establish a nomination committee.
Disclose the process for evaluating the performance of the board, its committees and individual directors.
Provide the information indicated in the Guide to reporting on principle 2.
Promote ethical and responsible decision-making
Establish a code of conduct and disclose the code or a summary as to:
•
•
the practices necessary to maintain confidence in the company’s integrity;
the practices necessary to take into account the company’s legal obligations and the reasonable
expectations of its stakeholders; and
•
the responsibility and accountability of individuals for reporting and investigating reports of unethical
practices.
Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy.
The policy should include requirements for the board to establish measurable objectives for achieving gender
diversity for the board to assess annually both the objectives and progress in achieving them.
Companies should disclose in each annual report the measurable objectives for achieving gender diversity set
by the board in accordance with the diversity policy and progress towards achieving them.
Companies should disclose in each annual report the proportion of women employees in the whole
organisation, women in senior executive positions and women on the board.
Provide the information indicated in the Guide to reporting on principle 3.
Safeguard integrity in financial reporting
The board should establish an audit committee.
consists only of non-executive directors;
consists of a majority of independent directors;
The audit committee should be structured so that it:
•
•
•
•
The audit committee should have a formal charter
has at least three members.
is chaired by an independent chair, who is not chair of the board; and
Provide the information indicated in the Guide to reporting on principle 4.
Yes
Yes
Yes
Yes
No
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
60
For personal use only
Corporate Governance Statement (Continued)
Principle
ASX Corporate Governance Council Recommendations
Comply
5
5.1
5.2
6
6.1
6.2
7
7.1
7.2
7.3
7.4
8
8.1
8.2
8.3
8.4
Make timely and balanced disclosure
Establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to
ensure accountability at senior executive level for that compliance and disclose those policies or a summary of
those policies.
Provide the information indicated in the Guide to reporting on principle 5.
Respect the rights of shareholders
Design a communications policy for promoting effective communication with shareholders and encouraging
their participation at general meetings and disclose the policy or a summary of that policy.
Provide the information indicated in the Guide to reporting on principle 6.
Recognise and manage risk
Establish policies for the oversight and management of material business risks and disclose a summary of those
policies.
The board should require management to design and implement the risk management and internal control
system to manage the company’s material business risks and report to it on whether those risks are being
managed effectively. The board should disclose that management has reported to it as to the effectiveness of
the company’s management of its material business risks.
The board should disclose whether it had received assurance from the chief executive officer and the chief
financial officer that the declaration provided in accordance with section 295A of the Corporations Act is
founded on a sound system of risk management and internal control and that the system is operating
effectively in all material respects in relation to financial reporting risks.
Provide the information indicated in the Guide to reporting on principle 7.
Remunerate fairly and responsibly
consists of a majority of independent directors;
is chaired by an independent chair; and
The board should establish a remuneration committee.
The remuneration committee should be structured so that it:
•
•
•
Clearly distinguish the structure on non-executive directors’ remuneration from that of executive directors and
senior executives.
has at least three members.
Provide the information indicated in the Guide to reporting on principle 8.
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
The Board of Directors is responsible for the corporate governance of the Company and has adopted a range of
corporate governance policies consistent with the ASX Corporate Governance Council’s Principles of Good Corporate
Governance and Best Practice Recommendations, to the extent that recommendations are appropriate to the structure
and operations of the Company.
A summary of the major policies relevant to the ASX Corporate Governance Council’s Principles is set out below:
Council Principle 1: Lay solid foundations for management and oversight
The Board's primary role is the protection and enhancement of medium to long term shareholder value. To fulfil this
role, the Board is responsible for the overall Corporate Governance of the consolidated entity including its strategic
direction, establishing goals for management and monitoring the achievement of these goals.
61
For personal use only
Corporate Governance Statement (Continued)
The Board is collectively responsible for promoting the success of the Company by:
-
-
-
supervising the Company’s framework of control and accountability systems to enable risk to be assessed and
managed
ensuring the Company is properly managed
approving and monitoring the progress of major capital expenditure, capital management, and acquisitions and
divestitures;
approval of the annual budget;
-
- monitoring the financial performance of the Company;
-
-
approving and monitoring financial and other reporting;
overall corporate governance of the Company, including conducting regular reviews of the balance of
responsibilities within the Company to ensure division of functions remain appropriate to the needs of the
Company;
liaising with the Company’s external auditors as appropriate; and
-
- monitoring, and ensuring compliance with, all of the Company's legal obligations, in particular those obligations
relating to the environment, native title, cultural heritage and occupational health and safety.
The Board must convene regular meetings with such frequency as is sufficient to appropriately discharge its
responsibilities. Between regular meetings it will also ensure that important matters are addressed by way of circular
resolutions. The Board may, from time to time, delegate some of the responsibilities listed above to its senior
management team.
Materiality threshold
The Board has agreed on both quantitative and qualitative guidelines for assessing the materiality of matters.
Qualitative indications of materiality would include if:
-
-
-
-
-
they impact on the reputation of the Company;
they involve a breach of legislation;
they are outside the ordinary course of business;
they could affect the Company’s rights to its assets; or
if accumulated they would trigger the quantitative tests.
The Chairperson
The chairperson is responsible for leadership of the Board, for the efficient organisation and conduct of the Board's
function and for the briefing of all directors in relation to issues arising at Board meetings. The chairperson is also
responsible for chairing shareholder meetings and arranging Board performance evaluation.
The Managing Director
The Managing Director is responsible for the day-to-day affairs of the Company under delegated authority from the
Board and to implement the policies and strategy approved by the Board. In carrying out his/her responsibilities the
Managing Director must report to the Board in a timely manner and ensure all reports to the Board present a true and
fair view of the Company’s financial condition and operational results. The Managing Director is also responsible for
overall shareholder communication in conjunction with the Chairperson of the Board.
Role and responsibility of management
The role of management is to support the Managing Director and implement the running of the general operations and
financial business of the Company, in accordance with the delegated authority of the Board. Management is responsible
for reporting all matters which fall within the Materiality Threshold at first instance to the Managing Director or if the
matter concerns the Managing Director then directly to the Chairperson of the Board or the Chairperson of the Audit
and Risk Committee, as appropriate.
Relationship of Board with management
Management of the day-to-day business of the Company is to be conducted by or under the supervision of the Board,
and by those other officers and employees to whom the management function is properly delegated by the Board.
62
For personal use only
Corporate Governance Statement (Continued)
The Board will adopt appropriate structures and procedures to ensure that the Board functions independently of
management. Appropriate procedures may involve the Board meeting on a regular basis without management present,
or may involve expressly assigning the responsibility for administering the Board's relationship to management to a
Committee of the Board.
Information is formally presented to the Board at Board meetings by way of Board reports and review of performance
to date. When directors are providing information about opportunities for the Company, this should always be through
the Board.
Council Principle 2: Structure the board to add value
The Board currently has presently has one executive director, one non-executive Chairperson (Ms A Wong), and three
non-executive directors (all independent).
The Board has five members, including the Managing Director. The Board has three independent directors and one
nominee director of the majority shareholder which includes the Chairperson.
The Board is conscious of the need for independence. The Board believes that the Chairperson is able and does bring
quality and independent judgment to all relevant issues falling within the scope of the role of a Chairperson. The Board
considers that its structure has been and continues to be appropriate in the context of the company’s current projects
and operations. The Company considers that each director possesses skills and experience suitable for building the
Company. Furthermore, the Board considers that in the current phase of the Company's growth, the Company's
shareholders are better served by directors who have a vested interest in the Company. The Board intends to
reconsider its composition as the Company's operations evolve, and appoint independent directors as appropriate.
Council Principle 3: Promote ethical and responsible decision-making.
The Company is committed to being an inclusive workplace that embraces and promotes diversity, while respecting
International, Sovereign and Australian laws.
The Company recognises the value of a diverse work force and believes that diversity supports all employees reaching
their full potential, improves business decisions, business results, increases stakeholder satisfaction and promotes
realisation of the company vision. We believe that these differences between people add to the collective skills and
experience of the organisation and ensures we benefit by selecting from all available talent.
Diversity may result from a range of factors including but not limited to gender, age, ethnicity and cultural backgrounds.
Company and Individual Expectations
-
-
Ensure diversity is incorporated into the behaviours and practises of the Company;
Facilitate equal employment opportunities based on job requirements only using recruitment and selection
processes which ensures we select from a diverse pool;
Engage professional search and recruitment firms when needed to enhance our selection pool;
Help to build a safe work environment by acting with care and respect at all times, ensuring there is no
discrimination, harassment, bullying, victimisation, vilification or exploitation of individuals or groups;
Develop flexible work practices to meet the differing needs of our employees and potential employees;
Attract and retain a skilled and diverse workforce as an employer of choice;
Enhance customer service and market reputation through a workforce that respects and reflects the diversity of
our stakeholders and communities that we operate in;
-
-
-
-
-
- Make a contribution to the economic, social and educational well-being of all of the communities it serves;
- Meet the relevant requirements of domestic and international legislation appropriate to Elemental’s operations;
-
-
Create an inclusive workplace culture; and
Establish measurable diversity objectives and monitor and report on the achievement of those objectives annually.
63
For personal use only
Corporate Governance Statement (Continued)
It is the responsibility of all directors, officers, employees and contractors to comply with the Company's Diversity Policy
and report violations or suspected violations in accordance with this Diversity Policy.
The Board is responsible for establishing and monitoring on an annual basis the achievement against gender diversity
objectives and strategies, including the representation of women at all levels of the organisation.
The proportion of women within the whole organisation as at the date of this report is as follows:
Women employees in the whole organisation
Women in Senior Executive positions
Women on the Board of Directors
21%
33%
15%
The Board acknowledges that there is one woman on the Board of Directors. However, as noted above, the Board has
determined that the composition of the current Board represents the best mix of Directors that have an appropriate
range of qualifications and expertise, can understand and competently deal with current and emerging business issues
and can effectively review and challenge the performance of management.
Council Principle 4: Safeguard integrity in financial reporting
The Company’s Managing Director and Chief Financial Officer report in writing to the Board that the consolidated
financial statements of the Company and its controlled entities for each half and full year present a true and fair view, in
all material aspects, of the Company’s financial condition and operational results and are in accordance with accounting
standards.
The Company has established an audit committee. The Committee fulfils the role of an audit committee by:
- Monitoring the integrity of the financial statements of the Company, and reviewing significant financial reporting
judgments.
- Reviewing the Company’s internal financial control system and risk management systems.
- Reviewing the appointment of the external auditor and approving the remuneration and terms of engagement.
independence, objectivity and effectiveness, taking
- Monitoring and reviewing the external auditor’s
into
consideration relevant professional and regulatory requirements.
The audit committee comprises: Mr Tan (chairperson), Mr Ko and Mr Hayden; all independent non-executive directors
of Globe.
The Board is conscious of the need for independence. The Chairperson of the Audit and Risk Committee is an
independent director.
The Board believes that the chair of the Audit and Risk Committee is able and does bring quality and independent
judgment to all relevant issues falling within the scope of the role, and that its structure has been and continues to be
appropriate in the context of the Company’s current projects and operations.
Council Principle 5: Make timely and balanced disclosure
Compliance procedures for ASX Listing Rule disclosure requirements have been adopted by the Company. It has
appointed an officer of the Company to be responsible for compliance. The Company Secretary has been appointed as
the officer of the Company.
Council Principle 6: Respect the rights of shareholders
Information will be communicated to shareholders as follows:
-
The annual report is distributed to shareholders. The Board ensures that the annual report includes relevant
information about the operations of the consolidated entity during the year, changes in the state of affairs of the
consolidated entity and details of future developments, in addition to the other disclosures required by the
Corporations Act. The annual report is made available on the Company’s website, and is provided in hard copy
format to any shareholder who requests it.
64
For personal use only
Corporate Governance Statement (Continued)
-
-
-
-
-
The half-yearly report contains summarised financial information and a review of the operations of the
consolidated entity during the period. The half-year audited financial report is prepared in accordance with the
requirements of applicable.
Accounting Standards and the Corporations Act and is lodged with the Australian Securities Exchange. The half-
yearly report is made available on the Company’s website, and is sent to any shareholder who requests it.
The quarterly report contains summarised cash flow financial information and details about the Company’s
activities during the quarter. The quarterly report is made available on the Company’s website, and is sent to any
shareholder who requests it.
Proposed major changes in the consolidated entity which may impact on share ownership rights are submitted to a
general meeting of shareholders.
The Company's website is well promoted to shareholders and shareholders may register to receive updates, either
by email or in hard copy.
The Board encourages full participation of shareholders at the Annual General Meeting to ensure a high level of
accountability and identification with the consolidated entity’s strategy and goals. Important issues are presented to the
shareholders as resolutions.
The shareholders are requested to vote on the appointment and aggregate remuneration of directors, the granting of
options and shares to directors and changes to the constitution. Copies of the constitution are available to any
shareholder who requests it.
The Company maintains a website at www.globemm.com. On its website, the Company makes the following
information available on a regular and up to date basis:
-
-
-
-
company announcements;
latest information briefings;
notices of meetings and explanatory materials;
quarterly, half yearly and annual reports.
The website is being continuously updated with any information the directors and management may feel is material.
The Company also ensures that the audit partner attends the Annual General Meeting.
Council Principle 7: Recognise and manage risk
The Company has developed a framework for risk management and internal compliance and control systems which
covers organisational, financial and operational aspects of the Company's affairs. It appoints the Managing Director as
being responsible for ensuring that the systems are maintained and complied with. The Company has developed
policies to manage risk which includes policies on code of conduct, travel expenses and claims, delegation of authority,
securities trading policy, budget control policy, continuous disclosure policy and a credit card use policy.
Council Principle 8: Remunerate fairly and responsibly
The Board has formed a remuneration committee. The Committee is responsible for the remuneration arrangements
for Directors and executives of the Company.
The remuneration Committee is comprised of Mr Ko (Chairperson), Mr Hayden and Ms Wong. Mr Ko and Mr Hayden
are independent non-executive directors of Globe. Ms Wong is the non-independent non-executive chairperson of
Globe’s Board of Directors.
The Board is conscious of the need for independence. The Chairperson of the Nomination and Remuneration
Committee is an independent director. The Board believes that the Chairperson of the Nomination and Remuneration
Committee is able and does bring quality and independent judgment to all relevant issues falling within the scope of the
role, and that its structure has been and continues to be appropriate in the context of the company’s current projects
and operations.
65
For personal use only
ASX Additional Information
Additional information required by the ASX and not shown elsewhere in this report is as follows.
Shareholding as at 30 September 2015
Total fully paid ordinary shares on issue
469,729,062
The distribution of members and their holdings of fully paid ordinary shares in the Company were as follows:
No. Securities Held
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
> 100,001
Total no. holders
No. holders of less than a marketable parcel
Percentage of the 20 largest holders
Substantial shareholders as at 30 September 2015
APOLLO METALS INVESTMENT CO. LTD
AO-ZHONG INTERNATIONAL MINERALS PTY LTD
20 Largest holders of securities at 30 September 2015
Fully Paid Shares
No. Holders
61
69
86
573
162
951
409
87.30%
No. Shares
245,983,611
118,143,062
%
52.37
25.15
The names of the twenty largest ordinary fully paid shareholders as at 21 September 2015 are as follows:
APOLLO METALS INVESTMENT CO. LTD
AO-ZHONG INTERNATIONAL MINERALS PTY LTD
CITICORP NOMINEES PTY LIMITED
TKOCZ, MARK ANDREW
JP MORGAN NOMINEES AUSTRALIA
Names
1)
2)
3)
4)
5)
6) OTTA, PETER HUBERT
7) GOENG INVESTMENTS PTY LTD
8) HSBC CUSTODY NOMINEES
9)
KINMOND, STEPHEN JOHN
10) SEARL, COLIN ROBERT
11) LAWRENCE CROWE CONSULTING
12) LUCAS, JACQUES HUGHES
13) ULRICH, RICHARD
14) SHULTZ, MICHAEL
15) YIN, JIE
16) MCCARTNEY, HEATH BERNARD
17) NATIONAL NOMINEES LIMITED
18) ABN AMRO CLEARING SYDNEY
19) YOON ENTERPRISES PTY LTD
20) M&K KORKIDAS PTY LTD
No. Shares
245,983,611
118,143,062
9,934,732
8,000,000
6,401,827
2,600,000
2,358,697
2,066,545
2,050,277
1,414,000
1,361,609
1,353,000
1,263,000
1,200,000
1,055,085
1,000,000
1,000,000
998,193
997,017
890,600
410,071,255
%
52.37
25.15
2.11
1.70
1.36
0.55
0.50
0.44
0.44
0.30
0.29
0.29
0.27
0.26
0.22
0.21
0.21
0.21
0.21
0.19
87.30
66
For personal use only
ASX Additional Information (Continued)
Unlisted options as at 30 September 2015
Details of unlisted option holders are as follows:
Class of unlisted options
Options exercisable at $0.20 on or before 20 June 2017
Holders of more than 20% of this class
Alistair James Stephens
Options exercisable at $0.30 on or before 20 June 2018
Holders of more than 20% of this class
Alistair James Stephens
Options exercisable at $0.40 on or before 20 June 2019
Holders of more than 20% of this class
Alistair James Stephens
Options exercisable at $0.50 on or before 20 June 2020
Holders of more than 20% of this class
Alistair James Stephens
Voting rights
No. Options
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
The Constitution of the company makes the following provision for voting at general meetings:
On a show of hands, every ordinary shareholder present in person, or by proxy, attorney or representative has one
vote. On a poll, every shareholder present in person, or by proxy, attorney or representative has one vote for any share
held by the shareholder, but in respect of partly paid shares, shall only have a fraction of a vote for each partly paid
share. The fraction must be equivalent to the proportion which the amount paid (not credited) is of the total amounts
paid and payable (excluding amounts credited).
Restricted securities
There are no restricted securities or securities subject to voluntary escrow.
Mineral Tenement Schedule as at 30 September 2015
Project
Location
Status
Tenement
Globe’s interest
Kanyika Niobium (i)
Kanyika Exploration
Chiziro
Machinga
Salambidwe
Memba
Malawi
Malawi
Malawi
Malawi
Malawi
Mozambique
Granted
Granted
Granted
Granted
Granted
Granted
under mining lease application
EPL0421/15
EPL0299/10R
EPL0230/07R
EPL0289/10R
4832L, 4831L
100%
100%
100%
100%
100%
100%
(i)
a Mining Lease application lodged with Malawi Ministry of Natural Resources, Energy & Mining on 5 December 2014 covering
in part the area previously covered by EPL1088/05 has been approved subject to the completion of a Development
Agreement.
Note: EPL: Exclusive Prospecting Licence (Malawi); L: Exclusive Prospecting Licence (Mozambique)
67
For personal use only
For personal use only For personal use only