A N N U A L R E P O R T 2 0 1 4 A B N 5 3 1 2 3 6 3 1 4 7 0 CORPORATE DIRECTORY DIRECTORS SHARE REGISTRY Kevin Clarence Somes (Chairman) Computershare Investor Services Pty Limited Jordan Ashton Luckett (Managing Director) Level 2, Reserve Bank Building Craig Donald Mathieson (Non-executive Director) 45 St Georges Terrace Terrence Ronald Grammer (Non-executive Director) Perth Western Australia 6000 Telephone: 1300 787 272 Facsimile: (08) 9323 2033 WEBSITE: www.greatwesternexploration.com.au STOCK EXCHANGE The Company’s shares are listed by the Australian Securities Exchange The home exchange is Perth ASX Code - Fully paid shares GTE AUDITOR Bentleys Level 1, 12 Kings Park Road West Perth Western Australia 6005 COMPANY SECRETARY Kelvin Frederick Edwards REGISTERED AND PRINCIPAL OFFICE 185 Hay Street Subiaco Western Australia 6008 Telephone: (08) 6489 0101 Facsimile: (08) 6489 0100 SOLICITORS Kings Park Corporate Lawyers Level 2, 45 Richardson Street West Perth Western Australia 6005 GREAT WESTERN EXPLORATION LIMITED Review of Exploration Activities Directors’ Report Corporate Governance Statement Consolidated Statement of Financial Position Consolidated Statement of Profit or Loss and other Comprehensive Income Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements for the Year Ended 30 June 2014 Directors’ Declaration Auditors Independence Declaration Independent Auditors Report Additional Information 4 15 29 36 37 38 39 40 75 76 77 79 CONTENTS 3 ANNUAL REPORT 2014 REVIEW OF EXPLORATION ACTIVITIES The Company has four projects located in the North Yilgarn region of EXECUTIVE SUMMARY Western Australia; Doolgunna, Cunyu, Paroo which are contiguous and located northwest of Wiluna and Millrose located 90km to the During the year Great Western Exploration Limited (“Great east of Wiluna in a separate area of Archaean greentone (fig 1). Western”; ‘the Company”) changed its focus from Kazakhstan back to Australia after a review of the initial work completed at the Company’s Spasskaya project. All well managed exploration companies constantly review their project portfolios to determine the priority in which exploration funds are allocated and Great Western is no exception. The Company continually rates each project based on a combination of technical, economic, and sovereign risk factors to determine whether the company should continue funding and if so what priority should be given to the project given there is always a limited exploration budget. At Spasskaya the initial drilling did intersect significant copper and silver that correlated well in some areas with the Soviet era work, however it became apparent that the technical risk of the project was much greater than anticipated because the Soviets had misinterpreted the style and scope of the mineralisation resulting in an overestimation of the potential resources on which the initial negotiations of the Joint Venture (“JV”) were based. This increase in technical risk when combined with the other Figure 1. Location of the North Yilgarn projects economic and sovereign risk factors resulted in the downgrade of the Spasskaya project in comparison to the Company’s other projects In the previous 2013 Annual Report the company reported on the and therefore could not justify the additional funding required Doolgunna Gold and Base Metal project which is located 25km under the JV terms and conditions. The company did attempt southeast of the Degrussa gold and copper deposit within the to renegotiate the terms of the JV to account for this increase in Proterozoic Yerrida Basin. technical risk however were unable to come at an agreement and made the decision to withdraw. However over the last few years the company has completed a significant amount of regional work including 5,000 km2 infill gravity This has allowed Great Western to now focus exploration at the (3,000 stations), 2,600 line km airborne EM, 4,300 line km of detailed company’s North Yilgarn projects where the company continued to aeromagnetic surveys, 1,000 km2 soil sampling (2,400 samples) and carry out regional exploration over the past few years resulting in 250km2 mapping. further significant acquisitions to be one of the major landholders in one of Australia’s most exciting emerging copper-gold districts Most of this work is unprecedented in terms of regional scale as well as unexplored highly prospective Archaean nickel and gold programmes completed in the Proterozoic Yerrida basin, which prior terrain. to the discovery of Degrussa, was one of the least explored areas in Also during the year Western Areas NL continued to explore the Company’s Mt Gibb project located at Forrestania along strike to the south of their Diggers South nickel deposit. the state. 4 REVIEW OF EXPLORATION ACTIVITIES GREAT WESTERN EXPLORATION LIMITED As a result of all this work the Company made further acquisitions in the district to take the total area to approximately 3,100km2 and is a major landholder in one of Australia’s most exciting emerging copper – gold districts. To date, a number of prospective areas have been identified that include Proterozoic copper-gold, Archaean nickel & gold and base metal copper – lead – zinc targets. The company believes there is a major structural corridor that extends from Wiluna through to Degrussa where there is evidence of major north-northwest trends in regional gravity, magnetic and soil geochemical data that align with the Archaean Wiluna-Norseman gold-nickel belt extending underneath the younger Proterozoic Yerrida basin sequence. The Company is targeting Proterozoic base metal mineralisation (copper, gold, silver, zinc and lead) within the Yerrida Basin along these trends where it believes that the source of the metals are the remnant underlying Archaean mafic and ultramafic sequences which are remobilised into the overlying Proterozoic stratigraphy along re-activated basement faults. The company is also targeting Archaean nickel and gold mineralisation within areas where the Wiluna Greenstone is under shallow cover along the eastern margin of the Yerrida basin. To better manage and report on the various exploration activities that will be undertaken across the region the Company has divided this area into three separate projects; Doolgunna, Cunyu and Paroo (fig 1). DOOLGUNNA PROJECT (100% GTE) The Doolgunna project comprises of 8 exploration licences for a total area of 1,300km2 located 25km south east of the Degrussa copper mine. This was the initial area that was acquired by the company not long after the discovery of Degrussa. Buried Archaean greenstone interpreted to be the source of copper Figure 2a. Interpreted remnant Norseman- Wiluna Figure 2b. The infill GTE gravity combined with greenstone under cover that are the possible broad spaced Government gravity. source of the copper and gold. 5 REVIEW OF EXPLORATION ACTIVITIESANNUAL REPORT 2014 Empirically the Degrussa, Thaduna and Magellan copper and base metal mineralisation in the Bryah & Yerrida basins are associated with gravity highs (regional gravity) and regional scale north- northwest (“NNW”) trending lineaments that can be seen in regional magnetic, gravity and satellite datasets (fig 2). The company interprets this as the Wiluna greenstone belt being rifted (pulled apart) during the formation of the Bryah and Yerrida basins which were subsequently formed over the top. The gravity highs represent much denser rocks at depth which are most likely the remnant mafic and ultramafic greenstone and the NNW lineaments represent growth faults that facilitated the rifting. The denser mafic and ultramafic rock contains higher background amounts of copper, gold and nickel which make them excellent source rocks for copper and gold deposits where the metal has been remobilised into the overlying rocks. The NNW lineaments represent interconnected faults, most likely Archaean basement faults re-activated during the formation of the Yerrida basin, that allow hot water with the dissolved metal to migrate from the source rocks to the trap site (fluid pathways). It also appears that the source rocks and trap sites may be no more than a few thousand meters from each other. Therefore the company is targeting areas above or around the gravity anomalies (possible source rocks) where there is evidence of cross cutting NNW lineaments (possible fluid pathways). In addition where surface geochemistry is indicating enrichment in copper and/or gold coincident with lineaments it could be mapping out fluid moving along these pathways that can be used to further vector towards the trap sites (mineralisation). Once prospective areas are identified the company will likely complete electromagnetic geophysical surveys (“EM”) and then drill test any conductors. Goodin Prospect At Goodin the company has identified 12 late time conductors that fulfil the above criteria with 2 ready to be drill tested. There are also three additional prospective areas that have not been covered by EM surveys that require further work (fig 3). The first target that the company has prioritised for drilling is a very strong late time HeliTEM conductor approximately 300m in length at 120m depth. The conductor lies 25km southeast directly along strike of Degrussa within the Company’s interpreted NE structural corridor (fluid pathway), and is located adjacent to a gravity high (source rock at depth) that is co-incident with copper and gold enrichment at the surface (indication of mineralised fluids moving along the fluid pathways). Furthermore the regional geological mapping is indicating a possible stratigraphic relationship with Degrussa with the Johnson Cairn mapped adjacent to the deposit and the Finlayson rock unit mapped in the vicinity of both areas. The significance of this is that the Johnson Cairn may be used as a marker horizon as it has been mapped extensively throughout the region and indicates relative timing of the formation of rocks located above (younger) and below (older). This is an excellent opportunity and the company is focussed on obtaining the necessary approvals for drilling to test this prospect as soon as possible, and will update the market accordingly. 6 REVIEW OF EXPLORATION ACTIVITIES GREAT WESTERN EXPLORATION LIMITED Shows areas of copper enrichment or depletion in a particular rock type compared to the average background of that rock type. Useful for help identifying fluid pathways at the surface that may feed mineralisation at depth or along strike. Further follow-up areas 1. Enrichment of copper along NW fault above density anomaly, prospective area for further follow-up. No EM completed over this area yet. 2. Unexplained enrichment of copper. Requires further follow-up. No EM completed over this area yet. 3. Unexplained moderate copper enrichment co-incident with strong gold enrichment. Requires further follow-up. No EM completed over this area. Figure 3. Image showing ratio of copper above background calculated for rock type sampled Cunyu Project (GTE earning 70%) The Cunyu Project comprises 4 Exploration Licences covering a total area of 830km2 located approximately 50km northwest of Wiluna, Western Australia. The Exploration Licenses are held by Xstrata Nickel Australasia Operations Pty ltd (“XNAO”), a wholly owned subsidiary of Glencore plc. and are the subject of a Heads of Agreement entered into between GTE and XNAO on 20 May 2013. In Western Australia some of the most overlooked areas that remain highly prospective for world class nickel and gold discoveries are where mineralised greenstone belts that host major nickel and gold mines extend under cover. 7 REVIEW OF EXPLORATION ACTIVITIESANNUAL REPORT 2014 Cunyu Project The company has completed gravity, detailed aeromagnetic Figure 4. Location of Cunyu Project with showing the approximate and airborne EM surveys which it used to identify an area of outline of the interpreted Wiluna Greenstone belt under cover of approximately 30km x 8km (240km2) where density anomalies the Yerrida Basin. (gravity highs) are coincident with a mafic & ultramafic sequence intersected in previous drilling (fig 6). Petrology done at the time of The Wiluna greenstone belt is the largest komatiite-hosted nickel this drilling confirms these rock types are Archaean greenstone and sulfide belt in the world and contains two world-class Ni-Cu-(PGE) prospective for nickel and gold mineralisation deposits and a host of many smaller high grade nickel deposits that have been mined down to depths that exceed 1km. The belt is also host to major gold camps including Wiluna, Agnew and Lawlers as well as numerous smaller gold deposits (Fig 4). The project is located approximately 50km directly along strike northwest from the Wiluna gold mine, 90km along strike from Honeymoon Well nickel deposit and 140km along strike from the Mt Keith nickel deposit (fig 5). 8 REVIEW OF EXPLORATION ACTIVITIES GREAT WESTERN EXPLORATION LIMITED Wiluna greenstone belt extending under cover at Cunyu Mafic and Ultramafic intersected near surface (>50m) in historical RC drilling Diamond drill hole intersected ultramafic with nickel sulphide at 290m depth. Figure 5. Regional Gravity and Magnetic Data clearly demonstrates Figure 6. Density anomalies (Bubba North & South) interpreted to the Wiluna greenstone belt that hosts major nickel and gold mines be Archaean mafic & ultramafic greenstone. All the drill holes in this extends under cover through to the Cunyu Project. See figure 3 for region are shown. more detail on the density anomalies The Archaean greenstone basement comprising of mafic and continues under cover to the northwest include: ultramafic rock types has been confirmed in drilling at two locations • The Wiluna greenstone belt outcrops right up to the boundary Geological and geophysical evidence that Wiluna greenstone (fig 6): of the Yerrida Basin and the gravity clearly shows the belt continuing under the cover of the younger Proterozoic rocks A single diamond drill hole completed within the project area in through to where the greenstone was intersected in the above the 1980s to test the Quartermaine magnetic anomaly intersected drilling. Archaean mafic and ultramafic greenstone at a depth of 290m (fig 7) • Detailed magnetics and gravity completed by the company maps out the denser greenstone under cover and structures Independent petrographic analysis completed at the time of that extend up from Wiluna. drilling confirmed the hole intersected Archaean ultramafic and that it contains abundant nickel sulphide mineralisation in places. In the early 1990s WMC reported intersecting mafic and ultramafic rocks at or near the surface in a single line of RC drilling to test the Terrabubba magnetic anomaly. The drilling is located approximately 8km directly east of Quartermaine drilling and intersected the most northern boundary of the density anomaly that the company is interpreting as Archaean greenstone near the surface. 9 REVIEW OF EXPLORATION ACTIVITIESANNUAL REPORT 2014 Geological evidence that indicates a shallow depth of cover includes: • Regional geological maps show that a large proportion of this area is covered by the Finlayson rock member and this has been confirmed in the field. The Finlayson rock Member is the oldest of the Proterozoic rocks in the Yerrida and is located at the base of the Yerrida Basin and sits directly above the Archaean aged rocks. • This unit is estimated by the Geological Survey of Western Australia (“GSWA”) to average between 20m to 60m thickness across the whole region. • Locally this unit was also intersected in the Quartermaine drill hole at the contact of the Archaean mafic rocks where it is shown to have a thickness of approximately 10m to 20m (fig 7). • Field reconnaissance completed by the company has identified the basal breccia unit outcropping at number of locations indicating in some areas the depth to basement is likely to be less than 10m. The Johnson Cairn Formation prospective for VMS mineralisatoin Finlayson Member approximatley 20 mm thick Archaean ultramafic with nickel sulphide mineralisation Figure 7. Diamond drill hole at Quartermaine confirms Archaean greenstone basement prospective for nickel and gold; it also indicates the expected thickness of the Finlayson Member in the area to be only 10s of meters (the Finlayson Member outcrops to the east and covers a large proportion off the proposed greenstone area); the hole also intersected Johnson Cairn Formation that is prospective for VMS mineralisation. (Source: GSWA Report 60) At the most north-eastern edge of the project the greenstone outcrops but it in most places it is under cover estimated to be only 10s of metres thick along the eastern margin that gradually deepens towards the west where it reaches a thickness of 300m over a distance 10 REVIEW OF EXPLORATION ACTIVITIES GREAT WESTERN EXPLORATION LIMITED of approximately 8km. This equates to an estimated 240 km2 area GTE is the first company to have had access to these reports since of highly prospective terrain within a depth that can be considered the mid-1990s after RGC sold the project and very little work has potentially economic. been completed since. They remain excellent exploration targets and provide GTE with an immediate focus. The project area remains mostly unexplored with just 10 historic drill Several tenements are still in application including the tenement holes that are shown in figure 6. that has the high-grade copper and silver drill intersections. The Company will continue its efforts to expedite the granting of this PAROO (GTE 100%) tenement. During the year the Company continued to make further acquisitions at its Paroo project which is located directly south of the Doolgunna MILLROSE (GTE 100%) project and now comprises of 16 exploration licenses for a total area The Millrose project is located 100km northeast of Wiluna and of 1,550 km2. comprises of 3 Exploration Licenses for a total area of 350km2 (fig 1). The project represents a significant exploration opportunity to At Paroo in the late 1980s and early 1990s RGC carried out a major identify new Archaean nickel and lode gold deposits in the northern regional exploration programme that discovered the Magellan lead Kalgoorlie Super-terrane of the Eastern Goldfields Province in what deposit. Subsequent to the discovery, RGC wound down the regional could be Western Australia’s newest emerging gold district after exploration and focussed its efforts at the Magellan deposit. Later a the discovery of significant gold mineralisation at Alloy Resources decision to divest the Magellan project led to its sale in 1994. The Ltd Horse Well Project directly along strike. The project was initially new owners then relinquished the exploration licences retaining only acquired because of an area of regional magnetic anomalism the mining licenses. that GTE had identified as one of the few remaining, unexplored Archaean greenstone belts within Australia. The Company now After GTE had secured these tenements it was found that the controls 100% of the greenstone belt which extends for 35km of regional exploration reports remained on “closed file” as part of the strike. Magellan mine. Then, last year in 2013 GTE successfully applied for them to be released with the DMP being satisfied that the confidential Work completed on the project to date includes detailed magnetic period had expired. Within these reports regional exploration had and radiometric surveying, geological mapping and soil sampling identified a number of promising base metal prospects in addition which has confirmed the presence of Archaean BIF and volcanics to Magellan where high grade copper and silver along with highly with associated gold and arsenic anomalism. anomalous gold and zinc was intersected in broad spaced regional Initial soil sampling have delineated gold anomalism over a 10 km RC and RAB drilling. strike distance and subsequent infill has identified a 1.5km gold- One area of particular interest to GTE is where RGC referred to the at the recently discovered Camelwood and Mt Fisher prospects copper-nickel geochemical anomaly similar to what was reported Base Metal Corner (“BMC”) prospect. The name Base Metal Corner located in the same district. is a nod to the unexplained base metal occurrences in drilling that were identified during the initial phase of exploration that led to the Subsequent to GTE acquiring the project, Alloy Resources Limited discovery of the Magellan deposit. has reported significant gold intersections at their Horse Well Gold project located directly along strike to the north in what could be RGC geologists recommended further work in relation to these one of Western Australia’s newest emerging gold districts. occurrences however the project was sold before that work was done. While further work is required to determine the primary source of the gold and nickel anomalism the geochemical soil surveys completed by GTE and the significant mineralisation reported by other explorers along strike demonstrates the project is highly prospectively for gold and nickel. 11 REVIEW OF EXPLORATION ACTIVITIESANNUAL REPORT 2014 MT GIBB (GTE 30%) WSA have observed a strong correlation between sulphide and The Mt Gibb Nickel Project comprises of a 7 Exploration Licenses gold mineralisation within the mafic volcanic sequences and are for total area of 170km2 surrounding Western Areas NL (ASX:WSA) doing some further tests on the core to determine the suitability of nickel operations at Flying Fox - Spotted Quoll - Diggers Rocks (fig ground geophysical Induce Polarisation (“IP”) for mapping out these 8). sulphide zones prior to further drilling. In October 2009, the company entered the Mt Gibb Joint Venture During the previous year Western Areas completed further IP Agreement with Western Areas NL to explore GTE’s tenements. surveys, 12 reverse circulation drill holes (1,958m) and one diamond Western Areas holds an impressive discovery record since they hole. No significant results were reported. commenced nickel exploration in the Forrestania region including the Spotted Quoll and Diggers South nickel deposits. By January Western Areas have now completed Stage 2 of the JV expenditure 2012, WSA had completed the first stage of its earn-in (51%) and and have earned 70% of the project. The Company has the option to can earn up to 70% interest in the Project by spending a total of contribute or dilute to a 10% free carried interest to BFS. $2.5 million. In 2011-2012, WSA completed a total of 15 holes for 4,112m of diamond drilling at Mt Gibb. Encouragingly, two of the holes intersected narrow, massive sulphide veins containing high-grade nickel approximately 20km SE of Diggers Rocks (50km SE of Flying Fox). MGD002 intersected 1.1m at 2.6% Ni from 133.9m depth and HCD001 intersected 0.2m at 1.8% Ni from 250.9m depth with nickel mineralisation associated with small sulphide veins. WSA are applying their proven strategy of using down-hole EM surveys as a guide to ongoing drill targeting. In December 2012, WSA completed six reverse circulation (“RC”) drill holes targeting gold mineralisation at Hatter’s Hill within the JV tenements. The first two drill holes (HCRC001 & 2) tested one gold target while the other four holes (HCRC003 to HCRC006) were single holes into four individual targets along 4.5km geophysical and geochemical trend. Western Areas (“WSA”) NL followed up encouraging gold results in May 2013. One of the previous RC holes was extended to 288.7m depth and a twinned diamond hole to 169.5m depth was drilled adjacent to the Figure 8. Location of Mt Gibb JV previously announced intersection in HCRC005. Drilling returned promising gold results including: Hole ID HCRC001 HCD003 Interval (M) Au (ppm) From Depth (m) 2.2 2.6 10.5 6.0 5.47 8.63 3.06 1.17 190.5 222.4 48.5 78.0 12 REVIEW OF EXPLORATION ACTIVITIES GREAT WESTERN EXPLORATION LIMITED Competent Person Statement The information in this report that relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Mr Jordan Luckett who is a member of the Australian Institute of Mining and Metallurgy. Mr Luckett is an employee of Great Western Exploration Limited and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Luckett consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. Exploration Targets It is common practice for a company to comment on and discuss its exploration in terms of target size and type. The information in this announcement relating to exploration targets should not be misunderstood or misconstrued as an estimate of Mineral Resources or Ore Reserves. Hence the terms Resource(s) or Reserve(s) have not been used in this context in this announcement. The potential quantity and grade of resource targets are conceptual in nature since there has been insufficient work completed to define them beyond exploration targets and that it is uncertain if further exploration will result in the determination of a Mineral Resource or Ore Reserve. 13 REVIEW OF EXPLORATION ACTIVITIESANNUAL REPORT 2014 Tenement Schedule District Project Name Tenement No Status Ownership Mt Gibb South Hatters Hill Hatters Hill North Iron Cap North Iron Cap North Iron Cap North Iron Cap Neds Creek Neds Creek Neds Creek Neds Creek Neds Creek Doolgunna Doolgunna Doolgunna Paroo Paroo Paroo Paroo Paroo Paroo Paroo Paroo Paroo Paroo Paroo Paroo Paroo Paroo Paroo Paroo Cunyu Cunyu Cunyu Cunyu Millrose Millrose Millrose E74/305 E74/368 E74/428 E74/446 E77/1545 E77/1546 E77/1547 E 51/1320 E 51/1321 E 51/1330 E 51/1333 E 51/1355 E 51/1322 E 51/1323 E 51/1324 E 53/1712 E 53/1722 E53/1728 E51/1540 E51/1560 E53/1713 E53/1730 E53/1740 E53/1774 E53/1775 E53/1776 E53/1804 E53/1810 E53/1811 E53/1812 E53/1813 E51/1234 E51/1238 E51/1279 E51/1341 E53/1619 E53/1620 E53/1666 Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Live Pending Pending Pending Pending Pending Pending Pending Pending Pending Pending Pending Live Live Live Live Live Live Live 30% 30% 30% 30% 30% 30% 30% 100% 100% 100% 100% 90% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% GTE earning 70% GTE earning 70% GTE earning 70% GTE earning 70% 100% 100% 100% Mt Gibb JV Doolgunna Cunyu Millrose 14 REVIEW OF EXPLORATION ACTIVITIES GREAT WESTERN EXPLORATION LIMITED DIRECTORS’ REPORT The Directors of Great Western Exploration Limited submit herewith Mr Luckett has a Bachelor of Science degree and is a member of the the annual report of Great Western Exploration Limited and Australasian Institute of Mining and Metallurgy. subsidiaries (“the Group”) for the financial year ended 30 June 2014. INFORMATION ON DIRECTORS: mining geology, having worked throughout Australia, North America Mr Luckett has 23 years’ of experience in both exploration and The names and details of the Company’s directors in office during exploration, project generation, resource definition, underground and Africa. He has a broad experience that includes grass roots the financial year and up to the date of this report are as follows. mining and geological management. Directors were in office for the entire year unless otherwise stated. K C Somes (Appointed 11 October 2013) None. Other current directorships J A Luckett C D Mathieson Former directorships in last three years T R Grammer (Appointed 25 July 2014) None. F Cannavo (Resigned 11 October 2013) MR CRAIG DOUGLAS MATHIESON MR KEVIN CLARENCE SOMES FCA – APPOINTED 11 OCTOBER NON-EXECUTIVE 2013 NON-EXECUTIVE CHAIRMAN Experience and expertise Experience and expertise Mathieson spent 10 years in commercial banking, principally in Mr Somes is a fellow of the Institute of Chartered Accountants and commercial property finance. In 2001, he returned to the family has been a partner of Somes & Cooke Chartered Accountants for business, DMS Glass, as Managing Director until its sale to CSR Ltd over 25 years. The firm specialises in tax and accounting services in 2007. Mr Mathieson is currently CEO of the Mathieson Group, and auditing. a large family group with diverse investments, including property, After completing a Bachelor of Business (Banking & Finance), Mr Mr Somes has extensive experience in the management of exploration companies, with Somes & Cooke being the auditors of a Mr Mathieson has extensive commercial experience and he is number of ASX listed mining companies. currently a Non-executive Director of Funtastic Ltd. business and rural interests. Other current directorships Funtastic Ltd (August 2009 – current) World Oil Resources Limited (June 2013 – current) Former directorships in last three years IPB Petroleum Ltd (August 2012 – March 2014) Other current directorships None. Former directorships in last three years None. MR JORDAN ASHTON LUCKETT MANAGING DIRECTOR Experience and expertise During his career, Mr Luckett has been a member of a number of successful exploration teams that have made discoveries in Western Australia, Queensland, Canada and Africa. For the previous twelve years he has held senior management positions in both mining and exploration companies. 15 ANNUAL REPORT 2014 DIRECTORS’ REPORT MR TERRENCE RONALD GRAMMER – APPOINTED 25 JULY 2014 MR FRANK CANNAVO – RESIGNED 11 OCTOBER 2013 NON-EXECUTIVE NON-EXECUTIVE Experience and expertise Experience and expertise Mr Grammer is one of Australia’s most successful exploration Mr Frank Cannavo is an experienced public company director geologist’s with a career spanning more than 40 years in Australia, with significant business and investment experience with many Africa, Asia and New Zealand. exploration companies in the mining industry. Mr Grammer has been based in Western Australia since 1988 and With a high level contact base in the public company sector, Mr has extensive professional experience in the exploration of gold, Cannavo boasts a proven track record of success and experience base metals & industrial minerals and has an enviable record over in creating solid, workable business strategies, capital raisings, a long period of time that includes being directly involved in three investment, acquisitions and IPO’s. highly successful exploration companies that made the transition from junior explorer to an ASX200 Company. Other current directorships None. He was a founder and promoter in 1999 of Western Areas NL, and was exploration manager of the company from 2000 until retiring in Former directorships in last three years 2004. Fortis Mining Limited (2010 – 2011) Motopia Limited (2007 – 2011) In 2000 he was joint winner of the AMEC Prospector of the Year ATOS Wellness Limited (2009 – 2011) Award for his role in the discovery of the highly profitable Cosmos nickel deposit in 1997 that subsequently resulted Jubilee Mines NL COMPANY SECRETARY becoming a leading mid‐tier Australian mining company prior to its takeover by Xstrata. The Company Secretary is Mr K F Edwards, CA. In June 2010 Mr Grammer joined the Board of Sirius Limited Mr Edwards is a Chartered Accountant, with over 25 years’ that subsequently went on to make the Nova discovery that has experience in the management and administration of ASX listed transformed that company and will likely become a significant nickel public companies. producer in the near future. PRINCIPAL ACTIVITIES Mr Grammer was also Chairman of South Boulder Mines Limited from May 08 through to August 2013 where he helped guide the The principal activity during the year to 30 June 2014 was mineral company through the discovery, development and funding of the exploration for copper, gold and nickel. Colluli potash deposit in Eritrea. During the year the group continued its strategy of reviewing and Mr Grammer is currently Non-Executive Director of Sirius Resources exploring its mineral exploration projects. Limited and Non-Executive Chairman of Kin Mining NL. Other current directorships Sirius Limited (June 2010 - current ) Kin Mining NL ( August 2011 - current ) Former directorships in last three years South Boulder Mines Limited (October 2007 – July 2013) Fortis Mining Limited (December 2010 – November 2011) 16 GREAT WESTERN EXPLORATION LIMITED DIRECTORS’ REPORT OPERATING AND FINANCIAL REVIEW Review The principal activity of the Group is mineral exploration. The objective of the Group, in the event of the discovery of a mineral resource, would be the successful exploration and development of the resource. Details of the Group’s exploration projects are included in the Review of Exploration Activities on page 4. Financial position At the end of the financial year the Group had cash reserves of $311,457 (2013: $867,631). The Group incurred expenditure on exploration and evaluation of $3,468,418 (2013: $1,054,867) before write offs. Results of Operations The operating loss for the year, after providing for income tax was $4,427,594 (2013: $3,244,983). RISKS AND RISK MANAGEMENT The Group attempts to mitigate risks that may affect its future performance through a systematic process of identifying, assessing, reporting and managing risks of corporate significance. Key operational risks and their management are recurring items for discussion at Board meetings. The following discusses the Group’s most significant business risks. a) Exploration Whilst considered highly prospective, the Company’s tenements are early stage exploration tenements with limited exploration undertaken on them to date. Exploration is a high risk undertaking. The Company’s joint venture projects for copper, nickel and gold prospects in Australia and Kazakhstan are in the preliminary stages of exploration and no assurance is given that exploration of its current projects or any future projects will result in the delineation or discovery of a significant mineral resource. Even if a significant mineral resource is identified, there can be no guarantee that it can be economically exploited. b) Overseas Investments Investing in an emerging market carries inherent risks, including but not limited to economic, social or political instability, uncertainty, or change, extreme fluctuations in currency exchange rates, high rates of inflation, labour unrest, expropriation and nationalisation, renegotiation or nullification of existing concessions, licences, permits and contracts, illegal mining, changes in taxation policies, restrictions on foreign exchange and repatriation hyperinflation, currency non-convertibility or instability and changes of law affecting foreign ownership. 17 ANNUAL REPORT 2014 DIRECTORS’ REPORT RISKS AND RISK MANAGEMENT (CONTINUED) a) Commodity prices As an explorer for copper, gold, nickel and potentially other minerals, any successes of the Company are expected to be closely related to the price of those and other commodities. Fluctuating prices in those commodities make market prices for securities in the Company more volatile than for other investments. Commodities prices are affected by numerous factors beyond the control of the Company. These factors include worldwide and regional supply and demand for commodities, general world economic conditions and the outlook for interest rates, inflation and other economic factors on both a regional and global basis. These factors may have a positive or negative effect on the Company’s exploration, project development and production plans and activities, together with the ability to fund those plans and activities. b) Environmental The Company’s projects are subject to rules and regulations regarding environmental matters and the discharge of hazardous wastes and materials. As with all mineral projects, the Company’s projects are expected to have a variety of environmental impacts should development proceed. Development of any of the Company’s projects will be dependent on the Company satisfying environmental guidelines and, where required, being approved by government authorities. The Company intends to conduct its activities in an environmentally responsible manner and in accordance with all applicable laws, but may still be subject to accidents or other unforeseen events which may compromise its environmental performance and which may have adverse financial implications. c) Future capital needs. The Company’s ability to raise further capital (equity or debt) within an acceptable time of a sufficient amount and on terms acceptable to the Company will vary according to a number of factors, including prospectivity of projects (existing and future), the results of exploration, subsequent feasibility studies, development and mining, stock market and industry conditions and the price of relevant commodities and exchange rates. No assurance can be given that future funding will be available to the Company on favourable terms (or at all). If adequate funds are not available on acceptable terms, the Company may not be able to further develop its projects and it may impact on the Company’s ability to continue as a going concern. 18 GREAT WESTERN EXPLORATION LIMITED DIRECTORS’ REPORT SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS There has been no significant change in the state of affairs of the Group during the financial year other than: • In August 2013, the successful completion of a 1:3 non-renounceable rights issue to shareholders for the issue of 32,791,330 ordinary fully paid shares at an issue price of $0.12 each to raise $3,780,474 after issue costs. • In May 2014, the announcement of a 1:5 non-renounceable rights issue to shareholders for the issue of 26,233,049 ordinary fully paid shares at an issue price of $0.03 each. The offer closed on 26 May 2014 with the issue of 16,706,746 ordinary fully paid shares which raised $470,679 after issue costs. The shortfall of 9,526,303 ordinary fully paid shares was completed in July 2014 to raise $285,789 after issue costs. • In March 2014, the Company announced the withdrawal from the Spasskaya Joint Venture in Kazakhstan. After completing sufficient confirmatory drilling to verify the veracity of the resource estimates represented to the Company during negotiations. The work completed had shown that the historical work to be less reliable than previously anticipated. As a result the terms of the Joint Venture were not commercially viable. DIVIDENDS No dividends have been recommended by the Directors. MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR There has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors, to affect significantly the operations, the results of those operations, or the state of affairs of the Group in future financial years other than: • In July 2014 the completion of the 1:5 rights issue announced in May 2014, with the placement of 9,526,303 ordinary fully paid shares at $0.03 each which raised $285,789 after issue costs. LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS The Directors are not aware of any developments that might have a significant effect on the operations of the Group in subsequent financial years not already disclosed in this report. 19 ANNUAL REPORT 2014 DIRECTORS’ REPORT ENVIRONMENTAL REGULATIONS Great Western Exploration Limited conducts its exploration activities in an environmentally sensitive manner, and believes it has adequate systems in place for the management of environmental requirements. The Group is not aware of any breach of statutory conditions or obligations. The Directors have considered the enacted National Greenhouse and Energy Reporting Act 2007 (the NGER Act) which introduces a single national reporting framework for the reporting and dissemination of information about the greenhouse gas emissions, greenhouse gas projects, and energy use and production of corporations. At the current stage of development, the Directors have determined that the NGER Act will have no effect on the Group for the current, nor subsequent, financial year. The Directors will reassess this position as and when the need arises. SHARE OPTIONS The details of unissued ordinary shares under option at the date of this report are as follows: Unlisted Unlisted Unlisted Unlisted Unlisted Grant Date Number Under Option Exercise Price Expiry Date 9 August 2011 4,000,000 60 cents 30 May 2016 2 September 2011 12 December 2012 31 January 2014 25 July 2014 350,000 4,000,000 1,000,000 2,000,000 40 cents 30 June 2015 60 cents 30 June 2016 40 cents 30 June 2015 10 cents 30 June 2016 Option holders do not have any right, by virtue of the option, to participate in any share issue of the Group or any related body corporate. DIRECTORS’ INTERESTS IN THE SHARES AND OPTIONS OF THE COMPANY The particulars of Directors’ interest in shares and options are as at the date of this report. Ordinary Shares Options Expiring 30 June 2016 4,671,273 7,838,333 8,266,830 - - 3,000,000 1,000,000 2,000,000 K C Somes J A Luckett C D Mathieson T R Grammer 20 GREAT WESTERN EXPLORATION LIMITED DIRECTORS’ REPORT MEETINGS OF DIRECTORS The following table sets out the number of meetings of the Company’s Directors held during the financial year ended 30 June 2014 and the numbers of meetings attended by each Director. K C Somes J A Luckett C D Mathieson F Cannavo DIRECTORS AND OFFICERS INSURANCE Number Held Whilst in Office Number Attended 13 22 22 9 13 21 21 9 The Company has made an agreement to indemnify all the Directors and Officers against all indemnifiable losses or liabilities incurred by each Director and Officer in their capacities as Directors and Officers of the Company to the extent permitted by the Corporations Act 2001. The Company has taken out an insurance policy at a premium of $18,426 in relation to Directors and Officers indemnity. PROCEEDINGS ON BEHALF OF COMPANY No person has applied for leave of Court to bring proceedings on behalf of the company or intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or any part of those proceedings. The company was not a party to any such proceedings during the year. NON-AUDIT SERVICES Bentleys did not receive fees for non-audit services during the financial year. The Directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. Details of the amounts paid or payable to the auditor for audit and other services paid during the year are set out in Note 26. AUDITOR’S INDEPENDENCE DECLARATION A copy of the Auditor’s Independence Declaration, as required under section 307C of the Corporations Act 2001, is set out on page 76. 21 ANNUAL REPORT 2014 DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) REMUNERATION POLICY This Remuneration Report outlines the director and executive remuneration arrangements of the Company in accordance with the requirements of the Corporations Act 2001 and its Regulations. For the purposes of this report Key Management Personnel (KMP) of the Company are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company and the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company. For the purposes of this report, the term “executive” encompasses the Chief Executive and senior executives. i) Directors K C Somes J A Luckett Director (Non-executive)(Appointed 11 October 2013) Director (Executive) C D Mathieson Director (Non-executive) F Cannavo Director (Non-executive)(Resigned 11 October 2013) T R Grammer Director (non-executive)(Appointed 25 July 2014) There were no other changes of key management personnel after reporting date and before the financial report was authorised for issue. The Company has not established a Remuneration Committee, the role of the Committee is assumed by the Board, as a whole, which is responsible for determining and reviewing the remuneration arrangements of the directors and executives. The Board assesses the appropriateness of the nature and amount of emoluments of such Directors and executives on an annual basis by reference to market and industry conditions. In order for the Company to prosper, thereby creating shareholder value, the Company must be able to attract and retain the highest calibre executives. Executive and non-executive directors, other key management personnel and other senior employees have been granted options over ordinary shares under the Company’s Employee Share Option Plan. The recipients of options are responsible for growing the Company and increasing shareholder value. If they achieve this goal the value of the options granted to them will also increase. Therefore the options provide an incentive to the recipients to remain with the Company and to continue to work to enhance the Company’s value. Due to the nature of the Company’s operations the current remuneration policy is not linked to the performance of the Company. NON-EXECUTIVE DIRECTORS REMUNERATION The Board seeks to set remuneration levels that provide the Company with the ability to attract and retain the highest calibre professionals. Fees and payments to non-executive Directors reflect the demands that are made on and the responsibilities of the Directors from time to time. Directors’ fees are determined by the Board within the aggregate Directors fee limit approved by shareholders. The maximum currently approved by the Constitution stands at $250,000. 22 GREAT WESTERN EXPLORATION LIMITED DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) (CONTINUED) Remuneration in the form of share options issued under the Company’s Employee Share Option Plan is designed to reward Directors and executives in a manner aligned to the creation of shareholder wealth. Subject to shareholders’ approval non-executive directors may participate in the Company’s Employee Share Option Plan. While Corporate Governance Principles recommend that non-executive directors not participate in such plans the Board considers the grant of options to be reasonable given the necessity to attract and retain the highest calibre professionals to the Company. Non-executive Directors receive superannuation benefits in accordance with the Superannuation Guarantee Legislation. Non-executive directors are permitted to salary sacrifice all or part of their fees. Due to the nature of the Company’s operation i.e. mineral exploration and development, the remuneration of directors and executives, at present, does not include performance-based incentives. EXECUTIVE REMUNERATION (INCLUDING EXECUTIVE DIRECTORS) The Board aims to reward executives with a level and mix of remuneration commensurate with their position and responsibilities to align the interests of executives with those of shareholders and to ensure that remuneration is market competitive. Remuneration consists of: • Fixed Remuneration. Being base salary, non-monetary benefits and superannuation. Fixed remuneration is reviewed annually. • Variable remuneration – Long term incentives. Being share options issued under the Company’s Employee Share Option Plan. The options do not have any vesting conditions other than service conditions. Remuneration issued in the form of share options issued under the Company’s Employee Share Option Plan is designed to reward directors and executives in a manner aligned to the creation of shareholder wealth. Due to the nature of the Company’s operation i.e. mineral exploration and development, the remuneration of directors and executives, at present, does not include performance-based incentives. The Company has entered into contracts of employment with the Managing Director, and standard contracts with other executives, the details of which are set out below. NAME POSITION CONTRACT DETAILS J A Luckett Managing Director Base annual salary $250,000, plus superannuation, reviewed annually. The Company may terminate, other than for gross misconduct, with 1 month’s notice or payment in lieu of an amount of $20,833 on the grounds of inadequate performance or prolonged illness, or 3 month’s notice or payment in lieu of an amount of $62,499 for redundancy or the Company being taken over. Termination payments are not payable on resignation or under circumstances of unsatisfactory performance. 23 ANNUAL REPORT 2014 DIRECTORS’ REPORT % - R O F R E P E C N A M D E T A L E R $ $ $ $ $ $ $ $ $ $ L A T O T S N O T P O I E V A E L S N A L P I S T F E N E B I N O T A U R E H T O I S T F E N E B S U N O B H S A C G N O L I E C V R E S I E V T N E C N I T N E M E R T E R I - N N A R E P U S - N O N Y R A T E N O M T N E M Y A P D E S A B E R A H S M R E T G N O L T N E M Y O L P M E T S O P M R E T T R O H S - - - - - - - - 4 3 1 , 5 4 3 1 8 , 2 3 4 9 1 , 8 1 4 1 , 6 8 6 3 2 , 0 4 3 7 7 3 , 6 2 4 0 0 7 , 2 3 - - - - - - 0 0 7 , 2 0 1 0 0 0 , 0 7 0 0 4 , 5 3 1 0 0 0 , 0 7 1 3 5 , 4 4 4 0 0 0 , 0 1 2 1 3 9 , 9 7 5 0 0 0 , 0 8 2 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 4 8 8 , 3 3 1 8 , 2 4 9 6 1 9 3 , 7 4 8 9 , 8 2 5 7 3 , 6 3 0 0 7 , 2 0 0 7 , 2 0 0 4 , 5 4 7 5 , 9 1 4 7 9 , 4 2 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - & Y R A L A S S E E F $ 0 5 2 1 4 , 0 0 0 , 0 3 0 0 5 7 , 0 5 7 , 8 7 1 2 5 2 1 1 3 , I E V T U C E X E - N O N S R O T C E R D I 4 1 0 2 E N U J 0 3 i n o s e h t a M D C s e m o S C K o v a n n a C F I E V T U C E X E S R O T C E R D I t t e k c u L A J 2 0 0 0 9 3 , L A T O T . 2 5 2 1 6 $ , f o s e e f s r o t c e r i D s e d u c n l I . 1 0 0 0 0 3 , 0 0 0 , 0 3 0 0 0 , 0 6 7 5 9 4 1 2 , I E V T U C E X E - N O N S R O T C E R D I 3 1 0 2 E N U J 0 3 i n o s e h t a M D C o v a n n a C F I E V T U C E X E S R O T C E R D I t t e k c u L A J 7 5 9 4 7 2 , L A T O T L E N N O S R E P T N E M E G A N A M Y E K F O N O T A R E N U M E R I ) D E U N T N O C I ( ) I D E T D U A ( I T R O P E R N O T A R E N U M E R 24 GREAT WESTERN EXPLORATION LIMITED REMUNERATION REPORT (AUDITED) (CONTINUED) COMPENSATION OPTIONS: GRANTED AND VESTED DURING THE YEAR 30 JUNE 2014 No Compensation options were granted or vested during the year ended 30 June 2014. 30 JUNE 2013 DIRECTORS J A Luckett Grant Date NO. OF OPTIONS 3,000,000 12 December 2012 Fair Value per Option Exercise Price per Option $0.07 $0.60 Expiry Date First Exercise Date Last Exercise Date Vested No. Vested % C D Mathieson Grant Date 30 June 2016 12 December 2012 30 June 2016 3,000,000 100 1,000,000 12 December 2012 Fair Value per Option Exercise Price per Option $0.07 $0.60 Expiry Date First Exercise Date Last Exercise Date Vested No. Vested % 30 June 2016 12 December 2012 30 June 2016 1,000,000 100 4,000,000 DIRECTORS’ REPORT 25 ANNUAL REPORT 2014 DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) (CONTINUED) OPTIONS GRANTED AS PART OF REMUNERATION 30 JUNE 2014 No options were granted as part of remuneration for the year ended 30 June 2014. 30 JUNE 2013 Directors J A Luckett C D Mathieson Value of Options Granted During the Year Value of Options Exercised During the Year Value of Options Lapsed During the Year 210,000 70,000 280,000 - - - - - - % Remuneration consisting of Options for the Year 47.24 68.15 For details on the valuation of options, including models and assumptions used, refer to Note 21. There were no alterations to the terms and conditions of options granted as remuneration since their grant date. SHARES ISSUED ON EXERCISE OF COMPENSATION OPTIONS Share Issue No. Paid Per Share Unpaid Per Share - - - - - - - - - - - - 30 June 2014 Directors Executives 30 June 2013 Directors Executives 26 GREAT WESTERN EXPLORATION LIMITED 30 June 2013 Directors J A Luckett F Cannavo DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) (CONTINUED) OPTION HOLDING OF KEY MANAGEMENT PERSONNEL 30 June 2014 Directors K C Somes* J A Luckett C D Mathieson F Cannavo* Balance 1 July 2013 Granted as Remuneration Options Exercised/ Cancelled Net Change Other Balance 30 June 2014 Exercisable Not Exercisable - 3,000,000 1,000,000 1,000,000 5,000,000 - - - - - - - - - - - - - - - - - 3,000,000 3,000,000 1,000,000 1,000,000 1,000,000 1,000,000 5,000,000 5,000,000 - - - - - *Mr Somes was appointed a Director on 11 October 2013 and Mr Cannavo resigned as a Director on 11 October 2013 Balance 1 July 2013 Granted as Remuneration Options Exercised/ Cancelled Net Change Other Balance 30 June 2014 Exercisable Not Exercisable - 3,000,000 1,394,822 1,394,822 3,000,000 3,000,000 1,000,000 - - - 1,000,000 1,000,000 C D Mathieson - 1,000,000 2,100,000 2,100,000 1,000,000 1,000,000 1,000,000 4,000,000 3,494,822 3,494,822 5,000,000 5,000,000 SHAREHOLDINGS OF KEY MANAGEMENT PERSONNEL - - - - 30 June 2014 Directors K C Somes* J A Luckett C D Mathieson F Cannavo* Balance 1 July 2013 Granted as Remuneration On exercise of Options Net Change Other Balance 30 June 2014 - 3,675,000 3,700,123 3,900,000 11,275,123 - - - - - - - - - - 4,671,273 4,671,273 4,163,333 7,838,333 4,566,707 8,266,830 375,000 4,275,000 13,776,313 25,051,436 *Mr Somes was appointed a Director on 11 October 2013 and Mr Cannavo resigned as a Director on 11 October 2013 30 June 2013 Directors F Cannavo J A Luckett C D Mathieson END OF REMUNERATION REPORT (AUDITED) Balance 1 July 2012 Granted as Remuneration On exercise of Options Net Change Other Balance 30 June 2013 3,900,000 3,675,000 3,700,123 11,275,123 - - - - - - - - - - - - 3,900,000 3,675,000 3,700,123 11,275,123 27 ANNUAL REPORT 2014 DIRECTORS’ REPORT This Report of Directors, incorporating the Remuneration Report, is signed in accordance with a resolution of the Directors. Dated this 30th day of September 2014 J A Luckett Managing Director 28 GREAT WESTERN EXPLORATION LIMITED CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2014 The Board of Directors of Great Western Exploration Limited is responsible for Corporate Governance of the company. The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable. Due to the size and nature of the Company’s activities, the Board as a whole is involved in matters where larger Boards would ordinarily operate through sub-committees. Some of the best practices recommended are not cost effective for adoption in a small company environment. The Board is committed to the standards of Corporate Governance as set out in the ASX Corporate Governance Council’s Principles and Recommendations. STRUCTURE OF THE BOARD The skills, experience and expertise relevant to the position of Director held by each director in office at the date of the Annual Report is set out in the Directors’ Report. Directors of Great Western Exploration Limited are considered to be independent when they are independent of management and free from any business or other relationship that could materially interfere with or could reasonably be perceived to materially interfere with the exercise of their unfettered and independent judgement. The following directors were considered to be independent during the year: Mr K C Somes Mr C D Mathieson There are procedures in place to enable Directors to seek independent professional advice, at the expense of the Company, on issues arising in the course of their duties as Directors. Set out below is the term in office held by each Director at the date of this report: Mr K C Somes Mr J A Luckett Non-executive Director Appointed 11 October 2013 Managing Director Appointed 22 January 2008 Mr C D Mathieson Non-executive Director Appointed 9 December 2011 Mr T R Grammer Non-executive Director Appointed 25 July 2014 Mr F Cannavo Non-executive Director Resigned 11 October 2013 NOMINATION COMMITTEE The function of establishing the criteria for Board membership, nomination of Directors and review of Board membership, is performed by the Board as a whole, until such time as the Company is of a sufficient size to warrant the establishment of a separate Nomination Committee. The composition of the Board is determined ensuring that there is an appropriate combination of corporate and operational expertise and qualifications. 29 ANNUAL REPORT 2014 CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2014 PERFORMANCE An evaluation of Directors is conducted by the Board on an annual basis. The Managing Director is responsible for the review of key executives. REMUNERATION The Board as a whole is responsible for determining and reviewing the arrangements for Directors and Executive management. The Board assesses the appropriateness of the nature and amount of emoluments of such Officers on an annual basis by reference to market and industry conditions and taking into account the Company’s operational and financial performance. Details of remuneration received by Directors and executives are included in the Remuneration Report contained within the Directors’ Report. CODE OF CONDUCT The Company has established its Code of Conduct to ensure that directors and senior executives are provided with clear principles setting out the expectations of their conduct. It is expected that directors and senior executives will actively promote the highest standards of ethics, honesty and integrity in carrying out their roles and responsibilities for the Company. In dealings with the Company’s suppliers, competitors, customers and other organisations with which they have contact, they will exercise fairness and integrity, and will observe the form and substance of the regulatory environment in which the Company operates. Directors and senior executives must, at all times, act in the interests of the Company and will ensure compliance with the laws and regulations in relation to the jurisdictions in which the Company operates. Directors and senior executives have a role in ensuring compliance with this code of conduct, and therefore should be vigilant and report any breach of this code of conduct. For further information on the Company’s Code of Conduct refer to our website. DIVERSITY POLICY Diversity includes, but is not limited to, gender, age, ethnicity and cultural background. The Company is committed to workplace diversity and recognises the benefits arising from employee and board diversity including a broader pool of high quality employees, improving employee retention, accessing different perspectives and ideas and benefiting from all available talent. The Board is responsible for developing measurable objectives and strategies to meet the objectives and the monitoring of the progress of the objectives. Due to the present scale of operations and number of staff the Company has not yet set measurable objectives for achieving gender diversity. The Board will review progress against any objectives identified on an annual basis. 30 GREAT WESTERN EXPLORATION LIMITED CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2014 Details of women employed within the Company are as follows: Women on the Board Women in senior management roles Women employees in the Company TRADING POLICY No. - 1 4 % - 33 37 Under the Company’s Securities Trading Policy Directors and Key Management Personnel must not trade in any securities of the Company at any time when they are in possession of information which is not generally available to the market and, if it were generally available to the market, would be likely to have a material effect on the price or value of the Company’s securities. Directors and Key Management Personnel are permitted to deal in the securities of the Company throughout the year except during the following periods: In the two weeks prior to, and 24 hours after the release of the Company’s Annual Financial Report: In the two weeks prior to, and 24 hours after the release of the Interim Financial Report of the Company: In the two weeks prior to, and 24 hours after the release of the Company’s Quarterly Reports (together the Block out Period) Any Director wishing to deal in the Company’s securities must obtain the prior written approval of the Chairman or the Board before doing so. If the Chairman wishes to deal in the Company’s securities the Chairman must obtain the prior approval of the Board before doing so. Any Key Management Personnel wishing to deal in the Company’s securities must obtain the prior written approval of the Managing Director before doing so. ASX Listing Rules require the Company to notify ASX within 5 business days after any dealing in the securities of the Company The Securities Trading Policy can be found on the company’s website. AUDIT COMMITTEE The Board has not established an Audit Committee. The role of the Audit Committee in the establishment of effective internal control framework to safeguard the Company’s assets, maintain proper accounting records and ensure the reliability of financial information was performed by the Board as a whole during the financial year. The Board as a whole deals directly with and receives reports from the Company’s external auditors in relation to the Annual financial reports and other statutory requirements. 31 ANNUAL REPORT 2014 CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2014 RISK MANAGEMENT The Board as a whole carries out the role of Risk Management. The Board evaluates and monitors areas of operational and financial risk. The Board determines the Company’s risk profile and is responsible for overseeing and approving risk management strategy and policies, internal compliance and internal control. The effectiveness of controls is monitored and reviewed regularly. The Chief Executive Officer and Chief Financial Officer, or equivalent, have provided a written statement to the Board that in their view the Company’s financial report is founded on a sound system of risk management and internal compliance and control which implements the financial policies adopted by the Board and that the company’s risk management and internal compliance and control system is operating effectively in all material respects. COMPLIANCE WITH DISCLOSURE REQUIREMENTS The Company is committed to meeting its disclosure obligations and to the promotion of investor confidence in its securities. It has in place written policies and procedures to ensure compliance with ASX Listing Rule 3.1. The Company will immediately notify the market by announcement to the ASX of any information concerning the business of Great Western Exploration Limited that a reasonable person would expect to have a material effect on the price or value of the Company’s securities. SHAREHOLDERS The Board endeavours to ensure that shareholders are fully informed of all activities affecting the Company. Information is conveyed to shareholders via the Annual Report, Quarterly Reports and other announcements. This information is available on the Company’s website, www.greatwesternexploration.com.au, and in hard copy upon request. The Board encourages attendance and participation of shareholders at the Annual General and other General Meetings of the Company. The Company’s external auditor is requested to attend the Annual General Meeting and be available to take questions about the conduct of the audit and the content of the Auditors’ Report. 32 GREAT WESTERN EXPLORATION LIMITED CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2014 COMPLIANCE WITH BEST PRACTICE RECOMMENDATIONS The Board sets out below its “if not why not” report in relation to those matters of corporate governance where the Company’s practices depart from the Recommendations. Recommendation Great Western Exploration Limited Current Practice 1.1 Companies should establish the functions reserved for the Satisfied. board and those delegated to senior executives and disclose those functions. 1.2 Companies should disclose the process for evaluating the performance of senior executives. 2.1 A majority of the board should be independent directors. Board Charter is available at www.greatwesternexploration.com.au in the Corporate Governance Statement. Satisfied. Performance Evaluation Policy is available at www.greatwesternexploration.com.au in the Corporate Governance Statement. Not satisfied. At present, due to the size and nature of the Company’s operations, the Directors believe the current structure and makeup of the Board which provides an appropriate combination of corporate and operational expertise to be in the best interests of shareholders. This position is to be 2.2 The chair should be an independent director. reviewed annually. Not satisfied. 2.3 The roles of chair and Chief Executive Officer should not be exercised by the same individual. During the year the Role of Chairman and Managing Director was held by the same person until 11 October 2013 when Mr K C Somes an independent director was appointed chair. Not Satisfied. Refer 2.2 above the role of Chair and CEO were exercised by the same person for the period 1 July 2013 to 11 October 2.4 The board should establish a nomination committee. 2013. Not satisfied. 2.5 Companies should disclose the process for evaluating the performance of the board, its committees and individual directors. The Board has not established a Nomination Committee. The Board considers that given the current size, this function is efficiently achieved with full Board participation, until such time as the Company is of sufficient size to warrant the establishment of the Committee. Satisfied. Performance Evaluation Policy is available at www.greatwesternexploration.com.au in the Corporate Governance Statement. 33 ANNUAL REPORT 2014 CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2014 Recommendation Great Western Exploration Limited Current Practice 3.1 Companies should disclose a code of conduct and disclose the Satisfied. code or a summary of the code as to: The practices necessary to maintain confidence in the The Code of conduct is available at company’s integrity www.greatwesternexploration.com.au The practices necessary to take into account their legal in the Corporate Governance Statement. obligations and the reasonable expectations of their stakeholders The responsibility and accountability of individuals for reporting and investigating reports of unethical practices. Companies should establish a policy concerning diversity 3.2 Satisfied. and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish The Diversity Policy is available at measurable objectives for achieving gender diversity for the www.greatwesternexploration.com.au board to assess annually both the objectives and progress in in the Corporate Governance Statement achieving them. Companies should disclose 3.3 in each annual report the Not satisfied. measurable objectives for achieving gender diversity set by the board in accordance with the diversity policy and progress At present due to the Company’s present scale of operations towards them. 3.4 Companies should disclose in each annual report the proportion of women employees in the whole organisation, and number of staff it has not yet set measurable objectives for achieving gender diversity. The Board will review on an annual basis progress against any objectives identified. Satisfied women in senior management and women on the board. The board should establish an audit committee. 4.1 Not satisfied. 4.2 The audit committee should be structured so that it: Consists only of non-executive directors The Board has not established an Audit Committee. The Board as a whole carries out the role of the Audit Committee due to the current size and nature of the Company’s operations and size of the Board. Not satisfied. Consists of a majority of independent directors Refer to comment 4.1. Is chaired by an independent chair, who is not chair of the board. Has at least three members. The audit committee should have a formal charter. 4.3 Not satisfied. 5.1 Companies should establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements Refer to comment 4.1. Satisfied. and to ensure accountability at senior executive level for that Continuous disclosure policy is available at compliance and disclose those policies or a summary of those www.greatwesternexploration.com.au policies. in the Corporate Governance statement. 34 GREAT WESTERN EXPLORATION LIMITED CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2014 Recommendation Great Western Exploration Limited Current Practice 6.1 Companies should design a communications policy for Satisfied. promoting effective communication with shareholders and encouraging their participation at general meetings and Shareholders communication policy is available at disclose their policy or a summary of their policy. www.greatwesternexploration.com.au 7.1 Companies should establish policies for the oversight and in the Corporate Governance statement. Satisfied. management of material business risks and disclose a summary Risk management program is available at of those policies. 7.2 The board should require management to design and implement the risk management and internal control system www.greatwesternexploration.com.au in the Corporate Governance statement. Satisfied. to manage the company’s material business risks and report The management and implementation of risk management to it on whether those risks are being managed effectively. and internal control systems to manage the Company’s The board should disclose that management has reported to material business risks is routinely considered by the Board. it as to the effectiveness of the company’s management of its material business risks. The board should disclose whether it has received assurance 7.3 Satisfied. from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) that the declaration provided The Board has received a section 295A declaration pursuant in accordance with section 295A of the corporations Act is to the 2014 financial year. 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. The board should establish a remuneration committee. 8.1 Not Satisfied. 8.2 Companies should clearly distinguish the structure of non- The Board has not established a remuneration committee. The Board considers that given the current size this function is efficiently achieved with full Board participation, until such time as the Company is of sufficient size to warrant the establishment of the committee. The structure of Directors’ remuneration is disclosed in the executive directors’ remuneration from that of executive remuneration report of the annual report. directors and senior executives. For further information on the corporate governance policies adopted by Great Western Exploration Limited refer to our website: www. greatwesternexploration.com.au 35 ANNUAL REPORT 2014 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2014 ASSETS CURRENT ASSETS Cash and cash equivalents Trade and other receivables Other financial assets Other assets TOTAL CURRENT ASSETS NON CURRENT ASSETS Property, plant and equipment Mineral exploration expenditure Other financial assets TOTAL NON CURRENT ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Trade and other payables Provisions TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY Note 2014 $ 2013 $ 8 9 10 11 12 13 10 14 15 311,457 24,133 1,000 5,483 867,631 41,048 3,400 13,572 342,073 925,651 85,358 102,973 5,541,853 5,091,496 59,616 70,874 5,686,827 5,265,343 6,028,900 6,190,994 240,883 24,039 264,922 269,669 8,500 278,169 264,922 278,169 5,763,978 5,912,825 16 17 18,441,819 14,190,666 1,828,623 1,849,029 (14,506,464) (10,126,870) 5,763,978 5,912,825 The above statement of financial position should be read in conjunction with the accompanying notes. 36 GREAT WESTERN EXPLORATION LIMITED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2014 Interest received Net ( loss) / gain on revaluation of financial assets Other income Employee benefit expense Administration expenses Directors’ fees Depreciation Compliance and regulatory expenses Mineral exploration written off Loss before income tax Income tax expense Loss for the year Other comprehensive income Items that may be reclassified subsequently to profit or loss: Exchange differences on translating Foreign Controlled entities Total comprehensive income for the year Basic loss per share (cents per share) Note 5 2014 $ 35,586 (2,400) 14,321 (598,873) (607,569) (140,000) (29,320) (81,277) 2013 $ 64,772 (4,200) - (744,747) (732,512) (90,000) (35,540) (103,050) 13 (3,018,062) (1,599,706) (4,427,594) (3,244,983) - - (4,427,594) (3,244,983) 18,061 32,282 (4,409,533) (3,212,701) (3.42) (3.30) 6 7 The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes. 37 ANNUAL REPORT 2014 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2014 30 JUNE 2014 $ $ $ $ $ Issued Capital Share Option Reserve Foreign Currency Translation Reserve Accumulated Losses Total Equity Balance At 1 July 2013 Loss for the year Other comprehensive income Total comprehensive income for the year Transfer of expired options Share based payments 14,190,666 1,823,325 25,704 (10,126,870) 5,912,825 - - - - - - - - (48,000) 9,533 - (4,427,594) (4,427,594) 18,061 - 18,061 18,061 (4,427,594) (4,409,533) - - 48,000 - - - 9,533 4,251,153 Shares issued during the year net of transaction costs 4,251,153 Balance at 30 June 2014 18,441,819 1,784,858 43,765 (14,506,464) 5,763,978 30 June 2013 $ $ $ $ $ Issued Capital Share Option Reserve Foreign Currency Translation Reserve Accumulated Losses Total Equity Balance At 1 July 2012 Loss for the year Other comprehensive income Total comprehensive income for the year Transfer of expired options Share based payments Options issued during the year net of transaction costs Transaction costs Balance at 30 June 2013 13,964,484 2,239,594 (6,578) (7,626,156) 8,571,344 - - - - - - (3,244,983) (3,244,983) 32,282 - 32,282 32,282 (3,244,983) (3,212,701) 228,353 (972,622) 744,269 - - - 328,000 228,353 (2,171) - - 328,000 228,353 (2,171) 14,190,666 1,823,325 25,704 (10,126,870) 5,912,825 The above statement of changes in equity should be read in conjunction with the accompanying notes. 38 GREAT WESTERN EXPLORATION LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2014 Cash flows from operating activities Cash payments to suppliers and employees Payments for exploration and evaluation expenditure Interest received Note 2014 $ 2013 $ (1,296,460) (1,358,092) (3,313,746) (1,418,169) 35,586 63,666 Net cash used in operating activities 18 (4,574,620) (2,712,595) Cash flows from investing activities Payments for acquisition of mineral tenements Kazakhstan project costs refunded Payments for property, plant and equipment Payments for security deposits Net cash used in investing activities Cash flows from financing activities Proceeds from issue of shares and options Share issue costs Net cash provided by financing activities (230,745) - (17,585) 11,258 (58,818) 468,361 (1,925) - (237,072) 407,618 4,431,798 (176,280) 4,255,518 265,032 (38,850) 226,182 Net increase in cash held (556,174) (2,078,795) Cash at the beginning of the financial year 867,631 2,946,426 Cash at the end of the financial year 8 311,457 867,631 The above statement of cash flows should be read in conjunction with the accompanying notes. 39 ANNUAL REPORT 2014 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 These consolidated financial statements and notes represent those of Great Western Exploration Limited and Controlled Entities (the “consolidated group” or “group”). The separate financial statements of the parent entity, Great Western Exploration Limited, have not been presented within this financial report as permitted by the Corporations Act 2001. The financial statements were authorised for issue on 30th September 2014 by the Directors of the Company. 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PREPARATION The financial statements are general purpose financial statements that have 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. The Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards. Australian Accounting Standards set out accounting policies that the AASB has concluded would result in financial statements containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards as issued by the IASB. Material accounting policies adopted in the preparation of these financial statements are presented below and have been consistently applied unless stated otherwise. Except for cash flow information, the financial statements have been prepared on an accruals basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. a) Going Concern The financial report has been prepared on the going concern basis, which contemplates the continuity of normal business activity, and the realisation of assets and the settlement of liabilities in the ordinary course of business. The Group incurred a loss for the year of $4,427,594 (2013: $3,244,983). During the year the company raised $4,251,153 after issue costs, by the way of rights issues to shareholders in August 2013 and June 2014. Subsequent to year end the company raised a further $285,789 after issue costs, from the placement of the shortfall from the rights issue which closed in June 2014. The Group has a working capital surplus of $70,668 at 30 June 2014 (30 June 2013: $647,482). The Group has ongoing expenditures in respect of administration costs and exploration and evaluation expenditure on its Australian exploration projects. The Directors are conscious of the fact that they will need to raise additional capital. The Directors believe that at the date of signing of the financial statements there are reasonable grounds to believe that, having regard to the matters set out above, the Group will be able to raise sufficient additional funds to meet its obligations as and when they fall due and continue to proceed with the Group’s objectives beyond the currently committed expenditure for the 12-month period from the date of signing this financial report. In arriving at this conclusion, the Directors are comfortable that, as and when required, they will be able to raise equity to provide sufficient working capital. 40 GREAT WESTERN EXPLORATION LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Should the Directors not achieve the matters as set out above, there is material uncertainty whether the Group will continue as a going concern and therefore whether they will realise their assets and extinguish their liabilities in the normal course of business and at the amounts stated in the financial report. The financials do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary, should the Group not continue as a going concern and meet its debts as and when they fall due. b) Principles of Consolidation The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by Great Western Exploration Limited at the end of the reporting period. A controlled entity is any entity over which Great Western Exploration Limited has the ability and right to govern the financial and operating policies so as to obtain benefits from the entity’s activities. Where controlled entities have entered or left the Group during the year, the financial performance of those entities is included only for the period of the year that they were controlled. A list of controlled entities is contained in Note 23 to the financial statements. In preparing the consolidated financial statements, all intragroup balances and transactions between entities in the consolidated group have been eliminated in full on consolidation. Non-controlling interests, being the equity in a subsidiary not attributable, directly or indirectly, to a parent, are reported separately within the equity section of the consolidated statement of financial position and statement of comprehensive income. The non- controlling interests in the net assets comprise their interests at the date of the original business combination and their share of changes in equity since that date. Business combinations Business combinations occur where an acquirer obtains control over one or more businesses. A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The business combination will be accounted for from the date that control is attained, whereby the fair value of the identifiable assets acquired and liabilities (including contingent liabilities) assumed is recognised (subject to certain limited exemptions). When measuring the consideration transferred in the business combination, any asset or liability resulting from a contingent consideration arrangement is also included. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or liability is remeasured in each reporting period to fair value, recognising any change to fair value in profit or loss, unless the change in value can be identified as existing at acquisition date. All transaction costs incurred in relation to business combinations are expensed to the Statement of Profit or Loss and Other Comprehensive income. The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase. 41 ANNUAL REPORT 2014 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Goodwill (i) The consideration transferred; (ii) Any non-controlling interest, and (iii) The acquisition date fair value of any previously held equity interest over the acquisition date fair value of net identifiable assets acquired. The acquisition date fair value of the consideration transferred for a business combination plus the acquisition date fair value of any previously held equity interest shall form the cost of the investment in the separate financial statements. Fair value uplifts in the value of pre-existing equity holdings are taken to the statement of comprehensive income. Where changes in the value of such equity holdings had previously been recognised in other comprehensive income, such amounts are recycled to profit or loss. The amount of goodwill recognised on acquisition of each subsidiary in which the Group holds less than a 100% interest will depend on the method adopted in measuring the non-controlling interest. The Group can elect in most circumstances to measure the non- controlling interest in the acquire either at fair value (full goodwill method) or at the non-controlling interest’s proportionate share of the subsidiary’s identifiable net assets (proportionate interest method). In such circumstances, the Group determines which method to adopt for each acquisition and this is stated in the respective notes to these financial statements disclosing the business combination. Under the full goodwill method, the vair value of the non-controlling interests is determined using valuation techniques which make the maximum use of market information where available. Under this method, goodwill attributable to the non-controlling interests is recognised in the consolidated financial statements. Goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is included in investments in associates. Goodwill is tested for impairment annually and is allocated to the Group’s cash-generating units or groups of cash-generating units, representing the lowest level at which goodwill is monitored not larger than an operating segment. Gains and losses on the disposal of an entity include the carrying amount of goodwill related to the entity disposed of. (c) Application of New and Revised Accounting Standards In the current year, the Group has applied a number of new and revised AASB’s issued by the Australian Accounting Standards Board (AASB) that are mandatorily effective from an accounting period on or after 1 January 2013. The Group has applied AASB 13 ‘Fair Value Measurement’ for the first time in the current year. AASB 13 establishes a single source of guidance for fair value measurements and disclosures about fair value measurements. The scope of AASB 13 is broad; the fair value measurement requirements of AASB 13 apply to both financial instrument items and non-financial instrument items. AASB 13 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions. Fair value under AASB 13 is an exit price regardless of whether that price is directly observable or estimated using another valuation technique. Also, AASB 13 includes extensive disclosure requirements. 42 GREAT WESTERN EXPLORATION LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) In addition, standards on consolidation, joint arrangements, associates and disclosures were adopted. The impact of the application of these standards is not material. Standards and Interpretations in issue not yet adopted At the date of authorisation of the financial statements, the Standards and Interpretations listed below were in issue but not yet effective. The Group does not anticipate that there will be a material effect on the financial statements from the adoption of these standards. Standard/Interpretation Effective for annual Expected to be initially reporting periods applied in the financial beginning on or after year ending AASB 9 ‘Financial Instruments’, and the relevant amending standards 1 January 2017 30 June 2018 AASB 1031 ‘Materiality’ (2013) 1 January 2014 30 June 2015 AASB 2012-3 “Amendments to Australian Accounting Standards – Offsetting Financial Assets and Financial Liabilities’ 1 January 2014 30 June 2015 AASB 2013-3 “Amendments to AASB 135 – Recoverable Amount Disclosures for Non Financial Assets’ 1 January 2014 30 June 2015 AASB 2013-5 “Amendments to Australian Accounting Standards – Investment Entities’ 1 January 2014 30 June 2015 AASB 2013-9 “Amendments to Australian Accounting Standards – Conceptual Framework, Materiality and Financial Instruments’ 1 January 2014 30 June 2015 d) Cash and Cash Equivalents Cash and cash equivalents in the statement of financial position comprise cash at bank and in hand and short-term deposits with an original maturity of six months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. e) Trade and Other Receivables Trade receivables, which generally have 30 day terms, are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less an allowance for impairment. Collectability of trade receivables is reviewed on an ongoing basis. Debts that are known to be uncollectible are written off when identified. An impairment provision is recognised when there is objective evidence that the Group will not be able to collect the receivable. 43 ANNUAL REPORT 2014 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (f) Investments and Other Financial Assets Investments and financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement are categorised as either financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, or available-for-sale financial assets. When financial assets are recognised initially, they are measured at fair value, plus, in the case of assets not at fair value through profit or loss, directly attributable transaction costs. All regular way purchases and sales of financial assets are recognised on the trade date i.e. the date that the Group commits to purchase the asset. Regular way purchases or sales are purchases or sales of financial assets under contracts that require delivery of the assets within the year established generally by regulation or convention in the market place. Financial assets are derecognised when the right to receive cash flows from the financial assets have expired or been transferred. (i) Financial assets at fair value through profit or loss Financial assets classified as held for trading are included in the category ‘financial assets at fair value through profit or loss’. Financial assets are classified as held for trading if they are acquired for the purpose of selling in the near term with the intention of making a profit. Derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on investments held for trading are recognised in the profit or loss and the related assets are classified as current assets in the Statement of Financial Position. (ii) Loans and receivables Loans and receivables including loan notes and loans to key management personnel are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are carried at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired. These are included in current assets except for those maturities greater than 12 months after balance date, which are classified as non-current. (iii) Held-to-maturity investments Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the Group’s intention to hold these investments to maturity. They are subsequently measured at amortised cost. Held-to-maturity investments are included in non-current assets, except for those which are expected to mature within 12 months after the end of the reporting period. All other investments are classified as current assets. (iv) Available-for-Sale Investments Available-for-sale investments are those non-derivative financial assets that are designated as available-for-sale or are not classified as any of the three preceding categories. After initial recognition available-for sale investments are measured at fair value with gains or losses being recognised as a separate component of equity until the investment is derecognised or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is recognised in profit or loss. 44 GREAT WESTERN EXPLORATION LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) The fair values of investments that are actively traded in organised financial markets are determined by reference to quoted market bid prices at the close of business on the balance sheet date. Investments with no active market, and whose fair values cannot be reliably measured, shall be measured at cost. At each reporting date, the Group assesses whether there is objective evidence that a financial instrument has been impaired. In the case of available-for-sale financial instruments, a prolonged decline in the value of the instrument is considered to determine whether an impairment has arisen. Impairment losses are recognised in the Statement of Comprehensive Income. g) Property, Plant and Equipment Plant and equipment is stated at historical cost less accumulated depreciation and any accumulated impairment losses. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets as follows: Plant and Equipment – over 6 to 15 years Motor Vehicles – over 4 years Computer Equipment – over 3 years The assets’ residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each financial year end. An item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognised. h) Exploration and Evaluation Expenditure Exploration and evaluation costs are capitalised as exploration and evaluation assets on a project by project basis pending determination of the technical feasibility and commercial viability of the project. The capitalised costs are presented as either tangible or intangible exploration and evaluation assets according to the nature of the assets acquired. When a licence is relinquished or a project abandoned, the related costs are recognised in the Statement of Comprehensive Income immediately. Exploration and evaluation assets shall be assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. When facts and circumstances suggest that the carrying amount exceeds the recoverable amount an impairment loss is recognised in the Statement of Comprehensive Income. i) Interests in Joint Ventures The Group’s shares of the assets, liabilities, revenue and expenses of jointly controlled operations have been included in the appropriate line items of the consolidated financial statements. 45 ANNUAL REPORT 2014 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) j) Impairment of Assets Assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount exceeds its recoverable amount. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds it recoverable amount. Recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are Group at the lowest levels for which there are separately identifiable cash inflows that are largely independent of the cash inflows from other assets or Group of assets (cash –generating units). Non-financial assets other than goodwill that suffered an impairment are tested for possible reversal of the impairment whenever events or changes in circumstances indicate that the impairment may have reversed. k) Trade and other Payables Trade and other payables are carried at amortised cost; due to their short term nature they are not discounted. They represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and are usually paid within 30 days of recognition. l) Provisions and Employee Leave Benefits Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow 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. When the Group expects some or all of the 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. Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the balance sheet date. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the time value of money and the risks specific to the liability. The increase in the provision resulting from the passage of time is recognised in finance costs. Employee Leave Benefits (i) Wages, salaries, annual leave and sick leave Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled within 12 months of the reporting date are recognised in respect of employees’ services up to the reporting date. They are measured at the amounts expected to be paid when the liabilities are settled. Expenses for non-accumulating sick leave are recognised when the leave is taken and are measured at the rates paid or payable. 46 GREAT WESTERN EXPLORATION LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Employee Leave Benefits (Continued) (ii) Long service leave The liability for long service leave is recognised and measured as the present level of expected future payments to be made in respect of services provided by employees up to the reporting date 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 reporting date on national government bonds with terms to maturity and currencies that match, as closely as possible, the estimated future cash outflows. m) Share Based Payment Transactions (i) Equity settled transaction: The Group provides benefits to its employees (including key management personnel) in the form of share-based payments, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions). The Group has in place the Great Western Exploration Limited Employee Share Option Plan to provide benefits to directors and senior executives. The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an external valuer using a binomial model. In valuing equity-settled transactions, no account is taken of any vesting conditions other than conditions linked to price of the shares of the Group (market conditions) if applicable. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled (the vesting period), ending on the date on which the relevant employees become fully entitled to the award (the vesting date). At each subsequent reporting date until vesting the cumulative charge to the Statement of Comprehensive Income is the produce of: (I) the grant date fair value of the award; (ii) the current best estimate of the number of awards that will vest, taking into account such factors as the likelihood of employee turnover during the vesting period and the likelihood of non-market performance conditions being met; and (iii) the expired portion of the vesting period. The charge to the Statement of Comprehensive Income for the year is the cumulative amount as calculated above less the amounts already charged in previous years. There is a corresponding credit to equity. Until an award has vested, any amounts recorded are contingent and will be adjusted if more or fewer awards vest than were originally anticipated to do so. Any award subject to a market condition is considered to vest irrespective of whether or not that market condition is fulfilled, provided that all other conditions are satisfied. If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. An additional expense is recognised for any modification that increases the total fair value of the share based payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification. 47 ANNUAL REPORT 2014 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) m) Share Based Payment Transactions (Continued) If 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. The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share. n) Issued Capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. o) Revenue Recognition Revenue is recognised and measured at the fair value of the consideration received or receivable to the extent it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised. (i) Interest Income Revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant year using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. p) Income Tax and other Taxes Current tax assets and liabilities for the current and prior years are measured at the amount expected to be recovered from or paid to the taxation authorities based on the current year’s taxable income. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date. Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised for all taxable temporary differences except: • When the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in the transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or • when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. 48 GREAT WESTERN EXPLORATION LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) p) Income Tax and other Taxes (Continued) Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised, except: • when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or • when the deductible temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised. The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority. Other Taxes Revenues, expenses and assets are recognised net of the amount of GST except: • when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and • receivables and payables, which are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Statement of Financial Position. Cash flows are included in the Statement of Cash Flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority is classified as part of operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. 49 ANNUAL REPORT 2014 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) q) Earnings per share Basic earnings per share is calculated as net profit attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than dividends), divided by the weighted average number of ordinary shares, adjusted for any bonus element. Diluted earnings per share is calculated as net profit attributable to members of the parent, adjusted for: • • • costs of servicing equity (other than dividends); the after tax effect of dividends and interest associated with dilutive potential ordinary shares; and other non-discretionary changes in revenues or expenses during the year that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element. r) Fair Value of Assets and Liabilities The Group measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis, depending on the requirements of the applicable Accounting Standard. Fair value is the price the Group would receive to sell an asset or would have to pay to transfer a liability in an orderly (ie unforced) transaction between independent, knowledgeable and willing market participants at the measurement date. As fair value is a market-based measure, the closest equivalent observable market pricing information is used to determine fair value. Adjustments to market values may be made having regard to the characteristics of the specific asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. To the extent possible, market information is extracted from either the principal market for the asset or liability (ie the market with the greatest volume and level of activity for the asset or liability) or, in the absence of such a market, the most advantageous market available to the entity at the end of the reporting period (ie the market that maximises the receipts from the sale of the asset or minimises the payments made to transfer the liability, after taking into account transaction costs and transport costs). For non-financial assets, the fair value measurement also takes into account a market participant’s ability to use the asset in its highest and best use or to sell it to another market participant that would use the asset in its highest and best use. The fair value of liabilities and the entity’s own equity instruments (excluding those related to share-based payment arrangements) may be valued, where there is no observable market price in relation to the transfer of such financial instruments, by reference to observable market information where such instruments are held as assets. Where this information is not available, other valuation techniques are adopted and, where significant, are detailed in the respective note to the financial statements. 50 GREAT WESTERN EXPLORATION LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) r) Fair Value of Assets and Liabilities (Continued) Valuation techniques In the absence of an active market for an identical asset or liability, the Group selects and uses one or more valuation techniques to measure the fair value of the asset or liability, The Group selects a valuation technique that is appropriate in the circumstances and for which sufficient data is available to measure fair value. The availability of sufficient and relevant data primarily depends on the specific characteristics of the asset or liability being measured. The valuation techniques selected by the Group are consistent with one or more of the following valuation approaches: Market approach: valuation techniques that use prices and other relevant information generated by market transactions for identical or similar assets or liabilities. Income approach: valuation techniques that convert estimated future cash flows or income and expenses into a single discounted present value. Cost approach: valuation techniques that reflect the current replacement cost of an asset at its current service capacity. Each valuation technique requires inputs that reflect the assumptions that buyers and sellers would use when pricing the asset or liability, including assumptions about risks. When selecting a valuation technique, the Group gives priority to those techniques that maximise the use of observable inputs and minimise the use of unobservable inputs. Inputs that are developed using market data (such as publicly available information on actual transactions) and reflect the assumptions that buyers and sellers would generally use when pricing the asset or liability are considered observable, whereas inputs for which market data is not available and therefore are developed using the best information available about such assumptions are considered unobservable. Fair value hierarchy AASB 13 requires the disclosure of fair value information by level of the fair value hierarchy, which categorises fair value measurements into one of three possible levels based on the lowest level that an input that is significant to the measurement can be categorised into as follows: Level 1 Measurements based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. Measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 Measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly Level 3 Measurements based on unobservable inputs for the asset or liability. 51 ANNUAL REPORT 2014 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) r) Fair Value of Assets and Liabilities (Continued) The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. If all significant inputs required to measure fair value are observable, the asset or liability is included in Level 2. If one or more significant inputs are not based on observable market data, the asset or liability is included in Level 3. The Group would change the categorisation within the fair value hierarchy only in the following circumstances: (i) if a market that was previously considered active (Level 1) became inactive (Level 2 or Level 3) or vice versa; or (ii) if significant inputs that were previously unobservable (Level 3) became observable (Level 2) or vice versa. When a change in the categorisation occurs, the Group recognises transfers between levels of the fair value hierarchy (i.e. transfers into and out of each level of the fair value hierarchy) on the date the event or change in circumstances occurred. 2. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Equally, the Group continually employs judgement in the application of its accounting policies. Management has identified the following critical accounting policies for which significant judgements, estimates and assumptions are made. Actual results may differ from these estimates under different assumptions and conditions. Those which may materially affect the carrying amounts of assets and liabilities reported in future years are discussed below. (a) Significant accounting estimates and judgements (i) Impairment of non-financial assets The Group assesses impairment on all assets at each reporting date by evaluating conditions specific to the Group and to the particular asset that may lead to impairment. These include technology and economic environments. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves value-in-use calculations, which incorporate a number of key estimates and assumptions. (ii) Share-based payment transactions The Group measures the cost of equity settled transactions with directors and employees by reference to the fair value of the equity instruments at the date at which they are granted. Equity settled transactions comprise only options. Their fair value is determined using the Binomial Options Pricing model. The accounting estimates and assumptions relating to equity settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting year but may impact expenses and equity. (iii) Estimation of useful lives of assets The estimation of useful lives of assets has been based on historical experience. Adjustments to useful lives are made when considered necessary. Depreciation and amortisation charges as well as estimated useful lives are included in Note 1(g). 52 GREAT WESTERN EXPLORATION LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 2. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS (CONTINUED) (iv) Exploration and evaluation costs Acquisition, exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are carried forward in respect of an area that has not at balance sheet 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 relating to, the area of interest are continuing. (v) Environmental issues Balances disclosed in the financial statements and notes thereto are not adjusted for any pending or enacted environmental legislation, and the Directors understanding thereof. At the current stage of the Group’s development and its current environmental impact, the Directors believe such treatment is reasonable and appropriate. (vi) Taxation Balances disclosed in the financial statements and the notes thereto, related to taxation, and are based on the best estimates of Directors. These estimates take into account both the financial performance and position of the Group as they pertain to current income taxation legislation, and the Directors understanding thereof. No adjustment has been made for pending or future taxation legislation. The current income tax position represents that Directors best estimate, pending an assessment by the Australian Taxation Office. 3. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES The Group’s financial instruments consist mainly of deposits with banks, accounts receivable and payable. The totals for each category of financial instruments, measured in accordance with AASB 139 as detailed in the accounting policies to these financial statements, are as follows: Financial Assets Cash and cash equivalents Receivables Other financial assets- Cash on deposit Financial assets at fair value through profit or loss - Held for trading Financial Liabilities Trade and payables Note 8 9 10 10 14 2014 $ 311,457 24,133 59,616 1,000 396,206 240,883 240,883 2013 $ 867,631 41,048 70,874 3,400 982,953 269,669 269,669 53 ANNUAL REPORT 2014 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 3. FINANCIAL RISK MANAGEMENT POLICIES (CONTINUED) The Group attempts to mitigate risks that may affect its future performance through a systematic process of identifying, assessing, reporting and managing risks of corporate significance. The management and the Board discuss the principal risks of our businesses, particularly during the strategic planning and budgeting processes. The board sets policies for the implementation of systems to manage and monitor identifiable risks. The Board Risk Committee is responsible for the oversight of risk management. The Group’s principal financial instruments comprise cash and short term deposits. The Group has various other financial assets and liabilities such as trade receivables and trade payables, which arise directly from its operations. The main purpose of these financial assets and liabilities is to raise finance for the Group’s operations. It is, and has been throughout the entire year under review, the Group’s policy that no trading in financial instruments shall be undertaken. The main risks arising from the Group’s financial instruments are cash flow interest rate risk. Other minor risks are either summarised below or disclosed in Note 9 in the case of credit risk and Note 16 in the case of capital risk management. The Board reviews and agrees policies for managing each of these risks. (a) Credit Risk The Group minimises credit risk by undertaking a review of its potential customers’ financial position and the viability of the underlying project prior to entering into material contracts. Financial instruments other than receivables that potentially subject the Group to concentrations of credit risk consist principally of cash deposits. The Group places its cash deposits with high credit-quality financial institutions, being in Australia only the major Australian (big four) banks. Cash holdings in other countries are generally not significant. The Group’s cash deposits all mature within twelve months and attract a rate of interest at normal short-term money market rates. The maximum amount of credit risk the Group considers it would be exposed to would be $396,206 (2013: $982,593) being the total of its cash and cash equivalents and financial assets. 54 GREAT WESTERN EXPLORATION LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 3. FINANCIAL RISK MANAGEMENT POLICIES (CONTINUED) (b) Cash Flow Interest Rate Risk The Group’s exposure to the risks of changes in market interest rates relates primarily to the Group’s short term deposits with a floating interest rate. All other financial assets and liabilities in the form of receivables and payables are non-interest bearing. The Group does not engage in any hedging or derivative transactions to manage interest rate risk. The following table sets out the Group’s exposure to interest rate risk and the effective weighted average interest rate for each class of these financial instruments. Floating Interest Rate Non-Interest Bearing Total Carrying Amount Note 2014 $ 2013 $ 2014 $ 2013 $ 2014 2013 $ Financial Assets Cash and cash equivalents 311,457 867,631 - - 311,457 867,631 Trade and other Receivables Other Financial assets 8 9 - - - - Weighted average interest rate 2.40 3.25 24,133 41,048 24,133 41,048 1,000 3,400 1,000 3,400 The effect on profit and equity, after tax, if interest rates at that date had been 10% higher or 10% lower with all other variables held constant as a sensitivity analysis. Would be a +/- change to profit and equity of $3,558 (2013: $6,477). A sensitivity of 10% has been selected as this is considered by management to be reasonable in the current environment. The Group constantly analyses its interest rate exposure to ensure the appropriate mix of fixed and variable rates. The Group has not entered into any hedging activities to cover interest rate risk. In regard to its interest rate risk, the Group continuously analyses its exposure. Within this analysis consideration is given to potential renewals of existing positions, alternative investments and the mix of fixed and variable interest rates. (c) Price Risk The Group is not exposed to equity securities price risk. There is no active market for available for sale investments. 55 ANNUAL REPORT 2014 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 3. FINANCIAL RISK MANAGEMENT POLICIES (CONTINUED) (d) Liquidity Risk The Group’s objective is to match the terms of its funding sources to the terms of the assets or operations being financed. The Group uses a combination of trade payables and operating leases to provide its necessary debt funding. The Group aims to hold sufficient reserves of cash or cash equivalents to help manage the fluctuations in working capital requirements and provide the flexibility for investment into long-term assets without the need to raise debt. Contracted maturities of payables at balance date Payable - Less than 6 months - 6 to 12 months - 1 to 5 years (e) Commodity Price Risk 2014 $ 2013 $ 240,883 269,669 - - - - 240,883 269,669 Due to the early stage of the Group’s operations its exposure is considered minimal. Risk arises as its operations are involved in exploration and development of mineral commodities, changes in the price of commodities for which the Group is exploring and developing may result in changes to the Group’s market price. The Group entity does not hedge any of its exposures. (f) Foreign currency exchange rate A risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency other than the Group’s functional currency. At present, the Group is not considered to be exposed to any significant foreign currency risk. (g) Net fair values The Group has no financial assets or liabilities where the carrying value amount exceeds fair value at balance date. The directors consider that the carrying amounts of financial assets and financial liabilities recognised in the consolidated financial statements approximate their fair value. The Group’s financial assets at fair value through profit or loss are listed investments (Note 10) and are categorised as Level 1, meaning fair value is determined from quoted prices in active markets for identical assets. 56 GREAT WESTERN EXPLORATION LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 4. OPERATING SEGMENTS Segment Information Identification of reportable segments The Group has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (chief operating decision makers) in assessing performance and determining the allocation of resources. The Group’s principal activities are mineral exploration and are managed primarily on a project by project basis. Operating segments are therefore determined on the same basis. Reportable segments disclosed are based on aggregating operating segments where the segments are considered to have similar economic characteristics. Types of products and services by segment The Group’s exploration projects consist of: • • Nickel and Gold Base metals Basis of accounting for purposes of reporting by operating segments Unless stated otherwise, all amounts reported to the Board of Directors as the chief decision maker with respect to operating segments are determined in accordance with accounting policies that are consistent to those adopted in the annual financial statements of the Group. Segment assets Segment assets are clearly identifiable on the basis of their nature and physical location. Unless indicated otherwise in the segment assets note, investments in financial assets, deferred tax assets and intangible assets have not been allocated to operating segments. Segment liabilities Liabilities are allocated to segments where there is direct nexus between the incurrence of the liability and the operations of the segment. Segment liabilities include trade and other payables and certain direct borrowings. Unallocated items Items of revenue, expense, assets and liabilities are not allocated to operating segments if they are not considered part of the core operations of any segment. 57 ANNUAL REPORT 2014 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 4. OPERATING SEGMENTS (CONTINUED) (i) Segment performance Doolgunna Base Metals Kazakhstan Copper Forrestania Nickel & Gold Millrose Nickel & Gold Other Total $ $ $ $ $ $ 30 June 2014 External sales Total segment revenue - - - - - - Segment net profit/(loss) before tax (11,624) (2,712,309) (102,171) - - - - - - - - - (191,958) (3,018,062) 35,586 14,321 (2,400) (140,000) (81,277) (29,320) (1,206,442) (4,427,594) - - - - - - - - (642,472) (133,069) (230,410) (593,755) (1,599,706) 64,772 (4,200) (90,000) (103,050) (35,540) (1,477,259) (3,244,983) Reconciliation of segment result to net profit/(loss) before tax: (i) Amount not included in segment result but reviewed by the Board: Interest received • • • • • • • Other income Net loss on revaluation of financial asset Directors fees Compliance Depreciation Other expenses Net profit/(loss) before tax from continuing operations 30 June 2013 External sales Total segment revenue Segment net profit/(loss) before tax Reconciliation of segment result to net profit/(loss) before tax: (i) Amount not included in segment result but reviewed by the Board: • • • • • • Interest received Net loss on revaluation of financial asset Directors fees Compliance Depreciation Other expenses Net profit/(loss) before tax from continuing operations 58 - - - GREAT WESTERN EXPLORATION LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 4. OPERATING SEGMENTS (CONTINUED) (ii) Segment assets Doolgunna Base Metals Kazakhstan Copper Forrestania Nickel & Gold Millrose Nickel & Gold Other Total 30 June 2014 Segment assets $ $ $ $ $ $ 2,931,801 - 2,338,488 271,564 - 5,541,853 Segment asset increases for the year: • • Capital expenditure 621,629 2,317,024 38,824 59,297 191,958 3,228,732 Acquisitions 23,662 216,024 - - - 239,686 645,291 2,533,048 38,824 59,297 191,958 3,468,418 Reconciliation of segment assets to total assets: Unallocated assets: • • • • • Cash and cash equivalents Receivables Other assets Property plant and equipment Other financial assets Total assets from continuing operations 30 June 2013 Segment assets Segment asset increases for the year: • • • Capital expenditure Acquisitions Refund of costs Reconciliation of segment assets to total assets: Unallocated assets: • • • • • Cash and cash equivalents Receivables Other assets Property plant and equipment Other financial assets Total assets from continuing operations 2,298,134 179,261 2,401,834 212,267 293,282 61,638 179,261 - - (468,361) (5,125) 50,264 - - 94,389 - 354,920 (289,100) 45,139 94,389 - - - - - 311,457 24,133 6,483 85,358 59,616 6,028,900 5,091,496 467,418 206,291 (468,361) 205,348 867,631 41,048 13,572 102,973 74,274 6,190,994 59 ANNUAL REPORT 2014 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 4. OPERATING SEGMENTS (CONTINUED) (iii) Segment liabilities Doolgunna Base Metals Kazakhstan Copper Forrestania Nickel & Gold Millrose Nickel & Gold Other Total $ $ $ $ $ $ 30 June 2014 Segment liabilities Reconciliation of segment liabilities to total liabilities: Unallocated liabilities: • Other liabilities Total liabilities from continuing operations 30 June 2013 Segment liabilities Reconciliation of segment liabilities to total liabilities: Unallocated liabilities: • Other liabilities Total liabilities from continuing operations Revenue by geographical region - - - - - - - - - - - 264,922 264,922 - 278,169 278,169 The Group’s revenue is received from sources within Australia. (iv) Assets by geographical region The location of segment assets is disclosed below by geographical location of the assets: Australia Kazakhstan (v) Major customers Balance as at 30.6.2014 $ Balance as at 30.6.2013 $ 5,541,853 4,912,235 - 179,261 5,541,853 5,091,496 Due to the nature of its current operations, the Group does not provide products and services. 60 GREAT WESTERN EXPLORATION LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 5. EXPENSES Employee benefits Salaries Superannuation Share-based payments Provision for employee leave 6. INCOME TAX 2014 $ 523,319 50,483 9,533 15,538 598,873 2013 $ 388,315 31,706 328,000 (3,274) 744,747 2014 $ 2013 $ The prima facie tax on profit/(loss) from ordinary activities before income tax is reconciled to the income tax expense as follows: Accounting loss before income tax (4,427,594) (3,244,983) Income tax benefit at the statutory income tax rate of 30% (2013: 30%) Expenditure not allowable for income tax purposes Capitalised mineral exploration expenditure Capital raising costs Benefit of tax losses not brought to account as an asset Income Tax expense reported in the Statement of Profit or Loss and Other Comprehensive Income (1,328,278) 916,698 (1,040,525) (43,355) 1,495,460 (973,495) 578,663 (215,962) (32,244) 643,238 - - b) As at 30 June 2014, the Group has estimated tax losses of approximately $17,600,000 (2013: $12,600,000), which may be available to be offset against deferred tax liabilities and taxable income in future years. The availability of these losses is subject to satisfying Australian taxation legislative requirements. The deferred tax asset attributable to tax losses has not been brought to account in these financial statements as the Directors believe it is not presently appropriate to regard realisation of the future income tax benefits as probable. c) Deferred Tax Liability With regard to Mineral Exploration Expenditure of $5,541,853 (2013: $5,091,496) the tax liability in respect of the book value has not been brought to account as it is offset by the tax losses set out in 6(b) above. 61 ANNUAL REPORT 2014 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 7. EARNINGS PER SHARE Loss used in the calculation of basic EPS 2014 $ 2013 $ (4,427,594) (3,244,983) Weighted average number of ordinary shares used in calculation of basic earnings per share 129,413,312 98,375,087 8. CASH AND CASH EQUIVALENTS Cash at bank Cash on deposit 2014 $ 21,454 290,003 311,457 2013 $ 85,609 782,122 867,631 The effective interest rate on short term bank deposits on average was 2.4% (2013 3.25%), with an average maturity of 6 months. 9. TRADE AND OTHER RECEIVABLES Current GST receivable Other 2014 $ 23,970 163 24,133 2013 $ 33,201 7,847 41,048 Sundry debtors are non-interest bearing and receivable within 30 days. Allowance for impairment loss Trade and other receivables do not contain impaired assets and are not past due. It is expected that these other balances will be received when due. Fair value and credit risk Due to the short term nature of the receivables, their carrying value is assumed to approximate their fair value. Given the nature of the receivables the Group’s exposure to risk is not considered material. 62 GREAT WESTERN EXPLORATION LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 10. OTHER FINANCIAL ASSETS Current Financial assets at fair value through profit or loss 2014 $ 2013 $ Held for trading Australian listed shares (Level 1 fair value hierarchy) 1,000 3,400 Changes in fair value are included in the statement of comprehensive income. Non-current Cash on deposit 59,616 70,874 Cash on deposit as security for bank guarantees in respect of rental premises and mineral exploration tenements. 11. OTHER ASSETS Current Prepayments 12. PROPERTY, PLANT AND EQUIPMENT Plant and Equipment – at cost Less: accumulated depreciation Reconciliation of the carrying amount of property, plant and equipment Carrying amount at beginning of year Additions Disposals Depreciation for the year Carrying amount at end of financial year 2014 $ 2013 $ 5,483 13,572 2014 $ 145,526 (60,168) 85,358 102,973 11,705 - (29,320) 85,358 2013 $ 176,108 (73,135) 102,973 123,519 14,994 - (35,540) 102,973 63 ANNUAL REPORT 2014 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 13. MINERAL EXPLORATION EXPENDITURE Balance at beginning of the year Deferred exploration expenditure Exploration expenditure refund Mineral expenditure written off Balance at end of financial year 2014 $ 2013 $ 5,091,496 3,468,419 5,636,335 1,523,228 - (468,361) (3,018,062) (1,599,706) 5,541,853 5,091,496 The value of the Group’s interest in exploration expenditure is dependent upon: • • • the continuance of the Group’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. In March 2014, the Company announced the withdrawal from the Spasskaya Joint Venture in Kazakhstan. After completing sufficient confirmatory drilling to verify the veracity of the resource estimates represented to the Company during negotiations. The work completed had shown that the historical work to be less reliable than previously anticipated. As a result the terms of the Joint Venture were not commercially viable. The withdrawal resulted in a write off of $2,712,309. 14. TRADE AND OTHER PAYABLES Current Trade payables Sundry payables and accruals 2014 $ 55,821 185,062 240,883 2013 $ 132,194 137,475 269,669 Due to the short-term nature of these payables, their carrying value is assumed to approximate fair value. Trade payables are non-interest bearing and are generally settled within 30 days. 15. PROVISIONS Current Employee benefits 64 2014 $ 2013 $ 24,039 8,500 GREAT WESTERN EXPLORATION LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 16. ISSUED CAPITAL Ordinary Shares Movements Ordinary Shares Balance 1 July 2014 $ 2013 $ 18,441,819 14,190,666 2014 Number 2013 Number 2014 $ 2013 $ 98,375,087 98,375,087 14,190,666 13,964,484 Transfer from Option Premium Reserve - Rights Issue - July 2013 - May 2014 Options exercised during year Issue costs At 30 June - - - - - 228,353 3,934,961 501,202 - - - - 32,791,330 16,706,746 - 147,873,163 98,375,087 18,626,829 14,192,837 - - (185,010) (2,171) 147,873,163 98,375,087 18,441,819 14,190,666 The Company at 30 June 2014 has issued share capital amounting to 147,873,163 (2013: 98,375,087) ordinary shares with no par value. Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. At the shareholders’ meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands. Capital Risk Management The Group’s objectives when managing capital are to safeguard their ability to continue as a going concern, so that they may continue to provide returns for shareholders and benefits for other stakeholders. Due to the nature of the Group’s activities, being mineral exploration, the Group does not have ready access to credit facilities, with the primary source of funding being equity raisings. Therefore, the focus of the Group’s capital risk management is the current working capital position against the requirements of the Group to meet exploration programmes and corporate overheads. The Group’s strategy is to ensure appropriate liquidity is maintained to meet anticipated operating requirements, with a view to initiating appropriate capital raisings as required. The working capital position of the Group is as follows: Cash and cash equivalents Trade and other receivables Trade and other payables Working capital position 2014 $ 311,457 24,133 (264,922) 70,668 2013 $ 867,631 41,048 (269,669) 639,010 65 ANNUAL REPORT 2014 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 2014 $ 2013 $ 1,784,858 1,823,325 43,765 25,704 1,828,623 1,849,029 2014 No. 2013 No. 2014 $ 2013 $ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 7,919 - - (7,919) - 692,350 - - - (692,350) - 17. RESERVES Share Option Reserve Foreign Currency Translation Reserve (a) Share Option Reserve Movements Options Listed - Expiring 30 June 2012 Exercisable at $0.30 At 1 July Issues during the year Exercised during the year Expired during the year Transfer to accumulated losses At 30 June Unlisted - Expiring 30 June 2012 Exercisable at $0.30 At 1 July Issues during the year Exercised during the year Expired during the year Transfer to accumulated losses At 30 June 66 GREAT WESTERN EXPLORATION LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 17. RESERVES (a) Share Option Reserve (continued) Movements - Expiring 30 June 2012 Exercisable at $0.40 At 1 July Issues during the year Exercised during the year Expired during the year Transfer to Accumulated losses At 30 June Unlisted - Expiring 30 May 2016 Exercisable at $0.60 At 1 July Issues during the year Exercised during the year At 30 June Unlisted - Expiring 30 June 2015 Exercisable at $0.40 At 1 July Issues during the year Exercised during the year At 30 June Unlisted - Expiring 30 June 2014 Exercisable at $0.40 At 1 July Issued during the year Exercised during the year Expired during the year Transfer to Accumulated losses At 30 June Unlisted - Expiring 30 June 2015 Exercisable at $0.40 At 1 July Issued during the year Exercised during the year Expired during the year At 30 June Unlisted - Expiring 30 June 2016 Exercisable at $0.60 At 1 July Issues during the year Exercised during the year At 30 June Listed -Expiring 28 February 2013 At 1 July Issued during the year Transaction costs Exercised during the year Expired during the year Transfer to issued capital At 30 June Total 2014 No. 2013 No. 2014 $ 2013 $ - - - - - - - - - - - - 44,000 44,000 - - - (44,000) - - - - (44,000) - 4,000,000 4,000,000 1,371600 1,371,600 - - - - - - - - 4,000,000 4,000,000 1,371,600 1,371,600 350,000 350,000 123,725 123,725 - - - - - - - - 350,000 350,000 123,725 123,725 1,000,000 - - - (1,000,000) - - 1,000,000 - - 1,000,000 4,000,000 - - 4,000,000 - - - - - - 9,350,000 - 1,000,000 - - - 1,000,000 - - - - - - 4,000,000 - 4,000,000 - 26,503,277 - - (26,503,277) - - 9,350,000 48,000 - - - (48,000) - - 9,553 - - 9,553 280,000 - - 280,000 - - - - - - 1,784,878 - 48,000 - - - 48,000 - - - - - - 280,000 - 280,000 - 265,033 (36,680) - - (228,353) - 1,823,325 67 ANNUAL REPORT 2014 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 17. RESERVES (CONTINUED) (a) Share Option Reserve (continued) The share based payments reserve is used to record the value of share based payments provided to employees, including key management personnel, as part of their remuneration. Refer to Note 21 for further details of these plans. The Group operates an Employee Share Option Plan under which Options to subscribe for the Company’s shares have been granted to directors, senior executives and employees. (b) Foreign Currency Transaction Reserve At 1 July Exchange difference arising on translating the foreign entity At 30 June 18. CASH FLOW STATEMENT RECONCILIATION Reconciliation of net loss after tax to net cash flows from operations Loss for the year Depreciation Share based payments Mineral exploration expenditure written off Changes in assets and liabilities (Increase)/Decrease in trade and other receivables (Increase)/Decrease in other assets Increase/(Decrease) in trade and other payables (Increase)/Decrease in exploration expenditure Increase /(Decrease) in provisions 19. RELATED PARTY DISCLOSURE 2014 $ 25,704 18,061 43,765 2013 $ (6,578) 32,282 25,704 2014 $ 2013 $ (4,427,594) (3,244,983) 29,320 9,533 35,540 328,000 3,018,062 1,599,706 14,735 21,178 50,952 (20,144) 17,271 (39,803) (3,313,716) (1,416,170) 22,910 27,988 (4,574,620) (2,712,595) a) Transactions with Directors and Directors Related Entities During the year the group paid $4,000 (2013: $9,895) to Somes Cooke, an accounting practice of which Mr K C Somes a director, is a partner, for taxation and accounting services. The above transactions were entered into on normal terms and conditions. 68 GREAT WESTERN EXPLORATION LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 20. KEY MANAGEMENT PERSONNEL (a) Compensation for Key Management Personnel Short term employee benefits Post employment benefits Other long term benefits Termination benefits Share based payments 21. SHARE BASED PAYMENTS (a) Recognised share based payment expenses. 2014 $ 390,002 36,375 - - - 426,377 2013 $ 274,957 24,974 - - 280,000 579,931 The share based payment expense recognised for employee services received during the year is shown in the table below: Expense arising from equity settled share-based payment transactions Expense arising from cash settled share-based payment transactions Total expense arising from share-based payment transactions 2014 $ 9,533 - 9,533 2013 $ 328,000 - 328,000 The share-based payment plans are described below. There have been no cancellations or modifications to any of the plans during 2014 and 2013. b) Types of Share based payment plans Great Western Exploration Limited, Employee Share Option Plan Share options are granted to senior executives and designed to provide executives an incentive and participate along with shareholders by increasing the value of the Company’s shares. The options are issued by the Board having regard, in each case to: (i) the contribution to the Group which has been made by the Participant; (ii) the period of employment of the Participant with the Group, including (but not limited to) the years of service by that Participant; (iii) the potential contribution of the Participant to the Group; and (iv) any other matters which the Board considers in its absolute discretion, to be relevant. 69 ANNUAL REPORT 2014 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 21. SHARE BASED PAYMENTS (CONTINUED) b) Types of Share based payment plans (Continued) The options are issued to participants at a price the Board considers appropriate, but in any event, no more than nominal consideration. Details of options expiry date and exercise price are set out in Note 21(c) below. c) Summary of Options granted under Employee Share Option Plan Outstanding at beginning of financial year 9,350,000 No. Exercise Price No. 4,350,000 Exercise Price 2014 2013 Granted during the year - expiring 30 June 2014 - expiring 30 June 2016 - expiring 30 June 2015 Forfeited during the year Expired during the year Exercised during the year - - - - 1,000,000 4,000,000 40 cents 60 cents 1,000,000 40 cents - - (1,000,000) 40 cents - - - - - - - - - - Outstanding at end of financial year 9,350,000 9,350,000 The following share-based payment arrangements were in existence during the current and prior reporting periods: Grant Date No of Options Grant Date Fair Value Exercise Price Expiry Date Vesting Date 9 August 2011 4,000,000 2 September 2011 350,000 12 December 2012 4,000,000 31 January 2014 1,000,000 $0.405 $0.425 $0.175 $0.10 $0.60 $0.40 $0.60 $0.40 30 May 2016 9 August 2011 30 June 2015 2 September 2011 30 June 2016 12 December 2012 30 June 2015 31 January 2014 The total number of options exercisable at year end was 9,350,000. No options were exercised during the year. 70 GREAT WESTERN EXPLORATION LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 21. SHARE BASED PAYMENTS (CONTINUED) d) Option pricing model Equity-settled transactions The fair value of the equity-settled share options granted under the Employee Share Option Plan is estimated as at the date of the grant using a Binomial Model Pricing Model taking into account the terms and conditions upon which the options were granted. Dividend yield (%) Expected volatility (%) Risk free interest rate (%) Expected life of options (yrs) Option exercise price ($) Weighted average share price at measurement date ($) 22 PARENT INFORMATION 31 January 2014 0 88 2.54 1.4 0.40 0.10 The following information has been extracted from the books and records of the parent and has been prepared in accordance with Australian Accounting Standards. STATEMENT OF FINANCIAL POSITION ASSETS Current Assets Non-current assets TOTAL ASSETS LIABILITIES Current liabilities Non-current liabilities TOTAL LIABILITIES EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME Total loss Total comprehensive income 2014 $ 2013 $ 335,469 5,675,147 6,010,616 909,507 5,246,519 6,156,026 257,329 243,201 - - 257,329 243,201 18,441,819 14,190,666 1,784,858 1,823,325 (14,473,390) (10,101,166) 5,753,287 5,912,825 (4,420,225) (2,475,011) (4,420,225) (2,475,011) 71 ANNUAL REPORT 2014 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 22 PARENT INFORMATION (CONTINUED) Guarantees Great Western Exploration Limited has not entered into any guarantees, in the current or previous financial year, in relation to the debts of its subsidiaries. Contingent Liabilities At 30 June 2014, there were no contingent liabilities in relation to the subsidiaries. Contractual commitments At 30 June 2014, Great Western Exploration Limited had not entered into any contractual commitments for the acquisition of property, plant and equipment (2013: Nil). 23. CONTROLLED ENTITIES Interests are held in the following: Name Principal Activities Country of Incorporation Ownership Interest Carrying Amount of Investment Shares 2014 % 2013 % 2014 $ 2013 $ GTE Holdings Pte Ltd Investment Singapore Ordinary 100 100 GTE KZ LLP Mineral Exploration Kazakhstan Ordinary 100 100 1 1 1 1 72 GREAT WESTERN EXPLORATION LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 24. COMMITMENTS AND CONTINGENCIES COMMITMENTS a) Exploration Tenement Leases 2014 $ 2013 $ In order to maintain current rights of tenure to exploration tenements, the Group is required to outlay lease rentals and to meet the minimum expenditure requirements of the Western Australian Department of Mines & Petroleum. Within one year 1,542,325 1,301,500 b) Operating Lease Commitments Non-cancellable operating leases contracted for but not capitalised in the financial statements Payable – minimum lease payments • • • not later than 12 months between 12 months and 5 years greater than 5 years The property lease is a non-cancellable lease with a one-year term, with rent payable monthly in advance. c) Joint Venture Expenditure commitments arising from interest in joint venture • • • not later than 12 months between 12 months and 5 years greater than 5 years CONTINGENCIES There were no contingencies at the end of the financial year. 25. EVENTS AFTER BALANCE DATE 32,605 78,606 - - - - - - - 2,500,000 - - There are no events subsequent to the end of the financial year that would have a material effect on these financial statements other than: • In July 2014, the completion of the 1:5 rights issue announced in May 2014, with the placement of 9,526,303 ordinary fully paid shares, at $0.03 each to raise approx. $285,789 after issue costs. 73 ANNUAL REPORT 2014 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014 26. AUDITORS REMUNERATION The Auditor of Great Western Exploration Limited is Bentleys Amounts received or due and receivable for • • an audit or review of the financial report of the Group other services in relation to the Group – other services 2014 $ 2013 $ 28,500 33,500 - 28,500 33,500 74 GREAT WESTERN EXPLORATION LIMITED DIRECTORS’ DECLARATION In accordance with a resolution of the directors of Great Western Exploration Limited, the Directors of the Company declare that: 1. the financial statements and notes, as set out on pages 36 to 74, are in accordance with the Corporations Act 2001 and: a. comply with Australian Accounting Standards, which, as stated in accounting policy Note 1 to the financial statements, constitutes compliance with International Financial Reporting Standards (IFRS); and b. give a true and fair view of the financial position as at 30 June 2014 and of the performance for the year ended on that date of the Consolidated Group; 2. in the Directors’ opinion, subject to the matters mentioned in Note 1(a) to the financial statements, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and 3. the Directors have been given the declarations required by s 295A of the Corporations Act 2001 for the financial year ended 30 June 2014. Dated this 30th day of September 2014 J A Luckett Managing Director 75 ANNUAL REPORT 2014 AUDITORS INDEPENDENCE DECLARATION 76 GREAT WESTERN EXPLORATION LIMITED 75 To The Board of Directors As lead audit director for the audit of the financial statements of Great Western Exploration Limited for the financial year ended 30 June 2014, I declare that to the best of my knowledge and belief, there have been no contraventions of: the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and any applicable code of professional conduct in relation to the audit. Yours faithfully BENTLEYS MARK DELAURENTIS CA Chartered Accountants Director DATED at PERTH this 30th day of September 2014 INDEPENDENT AUDITORS REPORT 77 ANNUAL REPORT 2014 76 We have audited the accompanying financial report of Great Western Exploration Limited (“the Company”) and Controlled Entities (“the Consolidated Entity”), which comprises the statement of financial position as at 30 June 2014, and the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the Consolidated Entity, comprising the Company and the entities it controlled at the year’s end or from time to time during the financial year. The directors of the Company are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standards AASB 101: Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards. Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. INDEPENDENT AUDITORS REPORT 78 GREAT WESTERN EXPLORATION LIMITED 77 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001. In our opinion: a. The financial report of Great Western Exploration Limited is in accordance with the Corporations Act 2001, including: i. giving a true and fair view of the Consolidated Entity’s financial position as at 30 June 2014 and of its performance for the year ended on that date; and ii. complying with Australian Accounting Standards and the Corporations Regulations 2001; b. The financial statements also comply with International Financial Reporting Standards as disclosed in Note 1. Without qualifying our opinion, we draw attention to Note 1 in the financial report which indicates that the Consolidated Entity incurred a loss of $4,427,594 during the year ended 30 June 2014. This condition, along with other matters as set forth in Note 1, indicate the existence of a material uncertainty which may cast significant doubt about the ability of the Consolidated Entity to continue as a going concern and whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report.We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2014. The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. In our opinion, the Remuneration Report of Great Western Exploration Limited for the year ended 30 June 2014, complies with section 300A of the Corporations Act 2001. BENTLEYS MARK DELAURENTIS CA Chartered Accountants Director DATED at PERTH this 30th day of September 2014 ADDITIONAL INFORMATION 1. SHAREHOLDER INFORMATION 1.1 VOTING RIGHTS In accordance with the Company’s constitution, on a show of hands every member present in person or by proxy or attorney or duly authorised representative has one vote. On a poll every member present in person or by proxy or attorney or duly authorised representative has one vote for every fully paid ordinary share held. 1.2 SUBSTANTIAL SHAREHOLDERS AS AT 23 SEPTEMBER 2014 Shareholder No of Shares Holdrey Pty Ltd ATF The Don Mathieson Family Trust 8,266,830 1.3 DISTRIBUTION OF HOLDERS AS AT 23 SEPTEMBER 2014 Number of Holders Distribution is: 1 – 1000 1001 – 5,000 5001 – 10,000 10,001 – 100,000 10,0001 – and over ` Holding less than a marketable parcel Fully Paid Ordinary Shares 1,418 224 185 169 617 223 1,418 616 79 ANNUAL REPORT 2014 ADDITIONAL INFORMATION 1.4 TOP TWENTY HOLDERS: (a) Ordinary Shares The names of the twenty largest ordinary fully paid shareholders as at 23 September 2014 are as follows: Name % No. of Shares 1 2 3 4 5 6 Holdrey Pty Ltd The Luckett Family Trust BAM NR 1 Pty Ltd Frank Cannavo Investments Pty Ltd UOB Kay Hian Private Limited (Clients A/C) Soria Nominees Pty Ltd 7 Mrs J E Somes & Ms A J Somes (Jane Somes Pension Fund) 8 9 A & A Cannavo Nominees Pty Ltd Hallco No42 Pty Ltd 10 Sunden Pty Ltd 11 Rogue Investments Pty Ltd 12 Minsk Pty Ltd 13 F & E Cannavo Pty Ltd 14 Citicorp Nominees Pty Ltd 15 Sayers Investments (ACT) Pty Ltd 16 Mr E J Godfrey 17 Magaurite Pty Ltd 18 Amalgamated Dairies Limited 19 Zell Pty Ltd 20 Mr N L Blakesley 5.25 4.97 3.86 3.57 3.35 2.54 2.31 2.21 2.19 1.92 1.91 1.76 1.61 1.11 0.96 0.95 0.95 0.89 0.88 0.77 8,266,830 7,838,333 6,077,724 5,618,793 5,275,000 4,000,000 3,643,333 3,473,121 3,440,000 3,019,006 3,000,000 2,774,278 2,535,660 1,751,141 1,511,334 1,500,000 1,500,000 1,397,337 1,383,332 1,207,986 1.5 UNQUOTED SECURITIES On issue No of holders 2. SCHEDULE OF MINERAL TENEMENTS Employee Share Option Plan 11,350,000 7 Options Other - - Details of Mineral Tenements are disclosed in the Review of Exploration Activities. 80 GREAT WESTERN EXPLORATION LIMITED 81 ANNUAL REPORT 2014