Great Northern Minerals Limited
Annual Report 2016

Plain-text annual report

Greenpower Energy Limited ABN 22 000 002 111 Consolidated Annual Report For the Year Ended 30 June 2016 Greenpower Energy Limited ABN 22 000 002 111 For the Year Ended 30 June 2016 CONTENTS Directors' Report Consolidated Financial Statements Auditor's Independence Declaration Consolidated Income Statement Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements Directors' Declaration Independent Audit Report ASX Additional Information Page 1 17 18 19 20 21 22 23 47 48 50 Greenpower Energy Limited ABN 22 000 002 111 Directors' Report 30 June 2016 Your directors present their report on the Company and its controlled entities for the financial year ended 30 June 2016. Directors The following persons were Directors of Greenpower Energy Limited for part of the financial year and up to the date of this report: Names Mr. Gerard King Mr. Edwin Bulseco – Appointed 29 February 2016 Mr. Timothy Wall – Appointed 23 May 2016 Mr. Alan Flavelle – Resigned 30 June 2016 Mr. Ronald McCullough – Resigned 29 February 2016 Mr. Takanao Mitsui – Resigned 29 February 2016 Information on directors Gerard King Qualifications Experience Interest in shares and options Special responsibilities Other current directorships in listed entities LLB After graduating in law (LLB) from the University of Western Australia in 1963, Gerard commenced articles with (Sir) John Lavan (Lavan & Walsh) in Perth, being admitted as a solicitor in 1965, into the law firm partnership in 1966, and became its senior partner in 1978. Under Gerard, Lavan & Walsh eventually became Phillips Fox, Perth in 1985. Throughout his career, Gerard has practised in the legal areas of commercial property, banking/finance, revenue/tax, corporate compliance, and mining law. He taught mortgage and other debt security drafting at UWA law school for 5 years, joined the Taxation Institute of Australia, and the Australian Mining and Petroleum Lawyers Association and gave papers on revenue, strata title, prospectuses, document drafting and other topics. Gerard served on the Law Society of WA Council, and its committees. He was involved in the management of his law firm from 1968 to 1991, and attended two law firm management courses at the University of New England. Gerard has been a company director of Australasian Shopping Centres Property Trust, 1977 to 1980, Australian Mining Investments Ltd., 1983 to 2002, as well as other public companies, and is currently Chairman of Astron Limited, since 1985. He was Chairman of WA St. John Ambulance Service Board 1987 to 1996, and is currently WA State St. John Council Chairman. 168,977,516 Ordinary Shares and 10,000,000 Options Chairman and Executive Director Gerard King is a Director of Astron Limited since 5 November 1985 1 Greenpower Energy Limited ABN 22 000 002 111 Directors' Report 30 June 2016 Information on directors continued Edwin Bulseco Qualifications Experience Bachelor of Commerce Edwin Bulseco has a wealth of experience in capital markets and corporate strategic planning. From 2010 to 2014 Edwin served as senior equity research analyst at two of Australia’s oldest stockbrokers. Edwin is currently a Director of Corporate Finance at a boutique Corporate Advisory firm gaining exposure to a broad range of sectors including Technology, Energy and Resources. Prior to working in capital markets Edwin held various internal consulting, corporate/strategic planning and commercial roles with Royal Dutch Shell. Interest in shares and options 7,010,030 Ordinary Shares and 10,000,000 Options Special responsibilities Non-Executive Director. Other current directorships in listed entities Edwin Bulseco has been a Non-Executive Director of Transcendence Technologies Ltd since 8 June 2016 Timothy Wall Qualifications Experience Chartered Accountant, Graduate of AICD’s Company Directors and AIRA's Diploma of Investor Relations Mr Wall is an experienced professional with a strong background as a “hands on” COO & CFO with a specific focus on Investor Relations & Capital Markets. Mr Wall brings experience as a Finance Director, NED, COO, & CFO serving on a number of boards including ASX & AIM (London) listed companies and across a range of industries but generally focused on emerging technologies/innovation. Interest in shares and options Special responsibilities Nil Non-Executive Director. Other current directorships in listed entities Nil 2 Greenpower Energy Limited ABN 22 000 002 111 Directors' Report 30 June 2016 Information on directors continued Alan Flavelle Qualifications Experience Interest in shares and options Special responsibilities Other directorships in listed entities held in the previous three years BSc, FAIMM, MSPE 1958-1968: Alan was employed by the Bureau of Mineral Resources [a federal government agency] as a geophysicist and worked in all states of Australia, New Guinea, Canada and the USA. 1969-70: He was employed by West Australian Petroleum, a Perth based affiliate of Chevron as an exploration expert in oil exploration activities in Western Australia. 1971-1980: He became the senior partner in the Layton Group, at that time the largest earth science consulting group based in Australia, and worked on projects in Australia, New Guinea, Philippines, Malaysia, Thailand, Taiwan, Japan, India, USA and Argentina. 1981-present: Alan has worked as an independent consultant, resource developer and adviser to companies at the technical director level including jobs like: Coalbed Methane: Alan became involved in coal seam natural gas (CSG) development in 1984 when he visited USA on a fact finding mission. From 1985-1990 he worked on CSG developments in Queensland and was instrumental in introducing Mitsubishi Gas and Chemical to CSG technology. The company then took over the Queensland assets. From 1991-2000 he investigated a number of CSG development opportunities in Vietnam, South Korea, South Africa, and Japan as well as Australia. From 2001 to the present he has directed a major investigation for CSG opportunities in Europe and Central Asia. Several projects which have been acquired in France and Italy. A second major project aimed at identifying CSG opportunities in Western Australia was started in 2003 and is ongoing. 3,130,160 Ordinary Shares Chairman - Executive Director Nil 3 Greenpower Energy Limited ABN 22 000 002 111 Directors' Report 30 June 2016 Information on directors continued Ronald McCullough Qualifications Experience M.B.A., B.E. (Hons), FAustIMM Ronald Hugh McCullough is an Honours graduate in Engineering from the University of Western Australia. He also completed a Master of Business Administration at UWA. Subsequently, Ron has been involved in civil engineering design, and the construction of various major engineering works in Western Australia, including water supply dams, major water reticulation and suburban infrastructure projects. Ron has extensive mining experience, including bauxite and coal mining. Ron has investigated the development of a private power station and the exploitation of coal bed methane deposits in the Gunnedah basin on NSW. While involved with the Maitland Main Collieries, which held an authorisation to develop a large coal deposit at Glennies Creek, near Singleton in the Hunter Valley, NSW Ron managed all necessary environmental impact studies, authority compliance requirements, mine construction and operation feasibility studies and then obtained a mining lease for the deposit. Ron became involved in the sand mining industry in Western Australia with the development, in 1994, and management until 2005 of a silica sand mining and exporting operation at Albany in Western Australia, on behalf of Japanese corporations. 2,487,741 Ordinary Shares Non-Executive Director. Nil Interest in shares and options Special responsibilities Other current directorships in listed entities 4 Greenpower Energy Limited ABN 22 000 002 111 Directors' Report 30 June 2016 Information on directors continued Takanao ‘Tony’ Mitsui Qualifications B.Ec MBA Experience In April 1965, Tony joined Tomen Corporation, (then called Toyo Menka Kaisha, one of the large, multi-faceted Japanese Trading Houses) in the Steel Department in the Osaka Head Office. From 1968 to 1971 he worked in the Metals and Minerals Department of Toyo Menka. In 1971 he was posted to Toyo Menka’s Sydney office, returning to Tokyo in 1973, to join the Coal Department. In 1977 he was posted to the Vancouver, Canada office of Toyo Menka. In 1981, Tony returned to Tokyo to head the Thermal Coal Section. In 1985 he was appointed General Manager, Metals and Minerals for Tomen Australia. In 1990, he moved to General Manager Coal and Iron Ore Department, Tokyo Head Office of Tomen Corporation. In 1995 he returned to Australia as Managing Director of Tomen Australia. In 2001 he returned to Tokyo as a Corporate Auditor in the Tomen Head Office. In April 2006, Tomen Corporation merged with Toyota Tsusho, the trading arm of Toyota. Tony remains an adviser to Toyota Tsusho in Tokyo. Interest in shares and options 120,000 Ordinary Shares Special responsibilities Non-Executive Director. Other current directorships in listed entities Nil Directors have been in office since the start of the financial year to the date of this report unless otherwise stated. 5 Greenpower Energy Limited ABN 22 000 002 111 Directors' Report 30 June 2016 Principal Activities The principal activities of the Group during the financial year related principally to the development of its Coal to Liquid project while maintaining core exploration licences with the potential to supply feedstock and integrate with the Coal to Liquid project. The principal activities of the company during the financial year relating to these were: Coal to Liquid Project ‘CTL’: • In November 2013 Greenpower signed an agreement with US-Thermaquatica Inc., to jointly test and develop the Oxidative Hydrothermal Dissolution (OHD) process for the conversion of coals to liquids. OHD is a patented process for the conversion of coals to liquids, the rights to which are owned by US firm Thermaquatica Inc. The arrangement allows Greenpower to receive an exclusive license to develop and apply the OHD process on a commercial scale within Australia and New Zealand in exchange for contributing USD $2m towards research on extraction of the products from the OHD liquid. • OHD is a novel and environmentally friendly technology for the conversion of coal and other solid organic material into low molecular weight, water soluble products. Many of the initial products are potentially useful for producing polymers as well as other hydrocarbon based products. The process works by taking the initial macromolecular solid material such as coal and causing a reaction with small amounts of oxygen in high temperature and high pressure water. • Testing of samples of Victorian Brown Coal shipped to Thermaquatica’s laboratory has continued during the year. Monash University and other consultants have been engaged as part of an ongoing test program researching the benefits of some of the output for agricultural and other purposes which is an exciting development and jointly funded by Commonwealth Research Grants. • Greenpower has been developing potential markets for the output which has incorporated the Monash findings and could have significant potential. • Pilot plant engineering work has commenced in Australia. The Group needs to demonstrate the process works at a commercial scale which necessitates the building of a pilot plant. It can then carry on a profitable commercial business selling the liquid so produced. • In order to develop the project Greenpower will need to raise finance and or issue equity to provide sufficient funding to build the pilot plant. Greenpower is also actively reviewing and applying for available Government initiatives including Grants and engaging Research and Development consultants to assist in compliance and application for research and development refunds. Victoria: • As at 30 June 2016 the group held three Mineral exploration licenses in the Gippsland Basin (Latrobe Valley), namely EL 4500 “Korumburra” and EL 5227 “Athlone” both held in the name of subsidiary Greenpower Natural Gas Pty Ltd and EL 4877 “Mirboo” held in the name of subsidiary Sawells Pty Ltd. • In previous years the Group has renewed the licences and announced inferred resources from drilling down-hole geophysical logging and core analysis. Subsequent to year end the Group decided to relinquish all three licenses due to the length of time held and haphazard area shaping that reductions have caused over the years and apply for a fresh license covering the most accessible and geologically well-defined area of the lignite deposit. 6 Greenpower Energy Limited ABN 22 000 002 111 Directors' Report 30 June 2016 • The Group then intends to hold the fresh licence(s) until the Company’s coal to liquid technology has been advanced to the degree necessary to resort to this deposit, if necessary by converting to Retention licenses. • Exploration of the license(s) can also be broadened in the meantime to include other minerals of interest that may be able to be exploited to add value for shareholders. Corporate: • During the year Greenpower Energy Limited engaged Patersons Corporate Finance (‘PCF”) to recapitalise the Group. PCF assisted in issuing equity enabling the Group to finalise the Thermaquatica “OHC” Coal to Liquid Technology commitment, pay outstanding creditors and extinguish the Group debt. The advisory services are ongoing and subsequent to year end additional funds have been raised. • Greenpower is focused on reviewing a number of other funding opportunities and ensuring corporate costs are not excessive. • Greenpower applied for an advanced finding to include the research undertaken by Thermaquatica at the University of Southern Illinois USA in the Group Research and Development application, this was rejected by Innovation Australian in April 2016. The Group has now appealed this finding; the appeal is ongoing. There is no negative financial impact to the appeal however a successful appeal should be beneficial to the Group. No significant change in the nature of these activities occurred during the year. Governance Arrangements Greenpower Energy seeks to ensure the reporting of Mineral Resources and Ore Reserves is in accordance with Industry best practice and Listing Rules. All current Mineral Resources and Ore Reserves have been compiled by independent consultants recognised for their expertise in the estimation of coal resources and reserves. The Estimates have been reviewed by an independent consultant considered to be a Competent Person under the JORC Code 2012 to ensure that the resource reports comply with the listing rules. Matter Subsequent to the end of the Financial Year Subsequent to the year end of the Group: • On 29 July 2016 the Group announced a capital raising to raise $675,000 before costs over two tranches. $347,652 net of costs has been raised in the first tranch with a balance of $265,500 (the second tranch) expected to be finalised in October 2016. • On 20 September 2016 the Group announced that it had signed a binding heads of agreement with Guyana Strategic Metals Inc. to acquire (at the company’s discretion) percentage interests from 10% up to 74%, depending on exploration results interest in the Guyanese Morabisi Project prospective for Lithium and Tantalum. Refer to the separate ASX announcement 22 September 2016. No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Group, the results of those operations or the state of affairs of the Group in future financial years. 7 Greenpower Energy Limited ABN 22 000 002 111 Directors' Report 30 June 2016 Likely Developments and Expected Results from Operations The Company expects to maintain the present status and level of operations. Non-Audit Services There were no non-audit services during the year (2015: Nil). Auditors Independence Declaration The lead auditors’ independence declaration for the year ended 30 June 2016 has been received and can be found on page 17 of the financial report. The auditor William Buck Audit (WA) Pty Ltd continues in office in accordance with Section 327 of the Corporations Act 2001. Environmental Regulations The Group's operations to date are not regulated by any significant environmental regulation under the law of the Commonwealth or of a state or territory. The Directors have considered compliance with the National Greenhouse and Energy Reporting Act 2007 which requires entities to report on annual greenhouse gas emissions and energy use. For the measurement period 1 July 2015 to 30 June 2016 the directors have assessed that there are no current reporting requirements, but may be required to do so in the future. Dividends Paid or Declared No dividends were paid or declared since the start of the financial year. Company Secretary Mr Matthew Suttling, B.Ec CA was appointed Company Secretary of Greenpower Energy Limited on 1 May 2007. He is a Chartered Accountant. His experience is broad based including clients ranging from multinationals to listed public companies, audit, other business financial and taxation services. He is currently in Public Practice. 8 Greenpower Energy Limited ABN 22 000 002 111 Directors' Report 30 June 2016 Business Review Operating Results The loss after providing for income tax amounted to $2,873,530 (2015: $701,717). The 2016 loss included an impairment against the carrying value of the Tenements held of $1,324,439 (2015: $1,038) and completion of the commitments on the OHD Coal to Liquid ('CTL') project where the Group’s policy is to expense exploration and initial expenditures. Administration costs were consistent with the prior year and would not be anticipated to increase in 2017. The significant expenditure during the year was the license payments on the OHD CTL project of $776,607 (2015: $349,432) which reflects the Group’s strategy to developing a clean and efficient CTL technology that will integrate with the inferred resources held within the Group’s Victorian tenements. Development of the CTL projects is ongoing specifically to identify potential markets and working towards completion of feasibility studies to enable the Group to consider building a pilot plant in Victoria. The Group has engaged specialists to provide independent guidance as to the strengths of the CTL processes and technology. The Directors are committed to carefully utilising current resources, reviewing potentially markets for output, partners and other funding initiatives. Meetings of Directors During the financial year, 9 meetings of directors were held. Attendances by each director during the year were as follows: Mr Gerard King Mr Edwin Belseco Mr Timothy Wall Mr Alan Flavelle Mr Ronald McCullough Mr Takanao Mitsui Remuneration Report (AUDITED) Directors' Meetings Eligible to attend Number attended 9 4 1 9 5 5 9 2 1 9 5 5 The key management personnel of the Group consisted of the following directors and other persons: The information provided in this remuneration report has been audited as required by Section 308(3C) of the Corporation Act 2001. This report details the nature and amount of remuneration for each director of Greenpower Energy Limited, and for the executives of the Group. 9 Greenpower Energy Limited ABN 22 000 002 111 Directors' Report 30 June 2016 Service Agreements Currently Greenpower Energy Limited does not have any service agreements in place with key management personnel. Use of Remuneration Consultants During the year the Directors did not utilise the services of remuneration consultants in determining the amount of remuneration for each Director and Executive. Voting and Comments Made at the Company’s 2015 Annual General Meeting The Company passed the motion approving the 2015 remuneration report with 66.15% of the votes received and cast at the meeting (after eliminating excluded votes). The company did not receive any specific feedback at the AGM or throughout the year on its remuneration practices. Share-Based Compensation No Options over shares in Greenpower Energy Limited were granted during the year in accordance with the Company Employee Share Option Plan ("ESOP"). The ESOP is designed to provide long-term incentives for executives to deliver long-term shareholder returns. Participation in the plan is at the board’s discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. No ordinary shares in the company were provided as a result of the exercise of remuneration options to any director of Greenpower Energy Limited or other key management personnel of the group. Further to the Group capital raising approved by the shareholders at an extraordinary general meeting held on 27 April 2016, 25,010,000 options were issued to Key Management Personnel on 2 May 2016. Additional information No performance based bonuses have been paid to key management personnel during the financial year. It is the intent of the board to include performance bonuses as part of remuneration packages when mine production commences. For non-executive Directors the aggregate pool limit approved by shareholders as Directors Fees is $100,000 as approved at the 2009 Annual General Meeting. 10 Greenpower Energy Limited ABN 22 000 002 111 Directors' Report 30 June 2016 Details of Remuneration Details of remuneration of the directors and key management personnel of the group are set out below: 2016 Short-term benefits Share-based payments Total Post employment benefits Gerard King Edwin Bulseco 1. Timothy Wall 2. Alan Flavelle 3. Ronald McCullough 4. Takanao Mitsui 4. Matthew Suttling 2015 Alan Flavelle Gerard King Ronald McCullough Takanao Mitsui Matthew Suttling Cash salary $ Cash profit share $ Cash Bonus $ Non-cash Benefits $ Superannuation $ Equity $ Options $ $ 60,000 12,000 6,000 131,808 - - 50,000 259,808 - - - - - - - - - - - - - - - - - - - - - - - - - - - 12,192 - - - 12,192 - - - - - - - - 43,626 43,626 - - - - 103,626 55,626 6,000 144,000 - - 21,856 71,856 109,108 381,108 Short-term benefits Post employment benefits Share-based payments Total Cash salary $ Cash profit share $ Cash Bonus $ Non-cash Benefits $ Superannuation $ Equity $ Options $ 131,808 60,000 - - 50,000 241,808 - - - - - - - - - - - - - - - - - - 12,192 - - - - 12,192 - - - - - - $ 144,000 60,000 - - 50,000 254,000 - - - - - - 1. Edwin Bulseco was appointed as a Director on 29 February 2016 2. Timothy Wall was appointed as a Director on 23 May 2016 3. Ronald McCullough and Tony Mitsui resigned 29 February 2016 The following table provides employment details of persons who were, during the financial year, members of key management personnel of the Group. The table also illustrates the proportion of remuneration that was fixed and at risk. Directors Gerard King Edwin Bulseco Timothy Wall Alan Flavelle Ronald McCullough Takanao Mitsui KMP Matthew Suttling Fixed Remuneration % At Risk Long Term Remuneration % 100 100 100 100 100 100 100 - - - - - - - 11 Greenpower Energy Limited ABN 22 000 002 111 Directors' Report 30 June 2016 Remuneration Policy As the Group develops it will be implementing the following remuneration guidelines. The remuneration policy of Greenpower Energy Limited has been designed to align director and executive objectives with shareholder and business objectives by providing a fixed remuneration component and offering specific long-term incentives based on key performance areas affecting the Group's financial results. The board of Greenpower Energy Limited believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best executives and directors to run and manage the Group, as well as create goal congruence between directors, executives and shareholders. The board's policy for determining the nature and amount of remuneration for the board members and senior executives of the Group is as follows: The remuneration policy, setting the terms and conditions for the executive directors and other senior executives was developed by the board. All executives receive a base salary (which is based on factors such as length of service and experience) and superannuation where applicable. The board reviews executive packages annually by reference to the Group’s performance, executive performance and comparable information from industry sectors and other listed companies in similar industries. The board may exercise discretion in relation to approving incentives, bonuses and options. The policy is designed to attract and retain the highest calibre of executives and reward them for performance that results in long term growth in shareholder wealth. Executives will also be entitled to participate in future employee share and option arrangements. The executive directors and executives receive a superannuation guarantee contribution required by the government, which is currently 9.5%, and do not receive any other retirement benefits. Some individuals may choose to sacrifice part of their salary to increase payments towards superannuation. All remuneration paid to directors and executives is valued at the cost to the Group and expensed. Shares given to directors and executives are valued as the difference between the market price of those shares and the amount paid by the director or executive. Options are valued using appropriate methodologies. The board policy is to remunerate non-executive directors at market rates for comparable companies for time, commitment and responsibilities. The board determines payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. No such advice was obtained during the year. Fees for non-executive directors are not linked to the performance of the Group. However, to align directors’ interests with shareholder interests, the directors are encouraged to hold shares in the Company and are able to participate in the employee option plan. Other transactions with Key Management Personnel During the year ended 30 June 2015 a Director, Gerard King, had loaned the Group $420,000 on commercial terms to meet its short term Coal to Liquid project commitments and working capital. This loan was repaid by the issue of 140,000,000 ordinary shares on 27 April 2016. Interest was payable by the Group at 5.75% being the underlying bank loan rate and totalled $19,222. The loan was repayable on demand. 12 Greenpower Energy Limited ABN 22 000 002 111 Directors' Report 30 June 2016 Key Management Personnel Share and Option Holdings The number of ordinary shares in Greenpower Energy Limited held by each key management person of the Group during the financial year is as follows: 30 June 2016 Directors Gerard King #1. Edwin Bulseco #2. Timothy Wall Alan Flavelle Ronald McCullough Takanao Mitsui Other KMP Matthew Suttling #2. Balance at beginning of year On exercise of options Net Change Other # Balance at resignation date Balance at end of year 28,977,516 - - 3,130,160 2,487,741 120,000 - 140,000,000 7,010,030 - - - - - - - - - - 168,977,516 7,010,030 - - - - 3,130,160 - 2,487,741 - 120,000 83,910 - 167,820 34,799,327 - 147,177,850 - 251,730 5,737,901 176,239,276 # Net change other are ordinary shares issued on 2 May 2016 at $0.003 per share as follows: #1. 140,000,000 ordinary shares issued to a related party of Gerard King, Pandora Nominees Pty Ltd in lieu of a loan repayment of $420,000 as approved by shareholders at the General Meeting held on 27 April 2016. #2. Ordinary shares purchased through the Rights issue. Details of Options Issued During the year: 30 June 2016 Directors Gerard King Edwin Bulseco Timothy Wall Alan Flavelle Ronald McCullough Takanao Mitsui Other KMP Matthew Suttling Grant Date Number Granted Value per Option $ Value of options at grant date Number lapsed during the year 2 May 2016 10,000,000 10,000,000 2 May 2016 - - - - - - - - 0.004 0.004 - - - - 43,636 43,636 - - - - 2 May 2016 5,010,000 0.004 21,861 - - - - - - - 13 Greenpower Energy Limited ABN 22 000 002 111 Directors' Report 30 June 2016 30 June 2016 Directors Gerard King Edwin Bulseco Timothy Wall Alan Flavelle Ronald McCullough Takanao Mitsui Other KMP Matthew Suttling Exercise Price Cents Vesting and first exercise date Last exercise date 0.5 0.5 2 May 2016 2 May 2016 - - - - 2 May 2020 2 May 2020 - - - - 0.5 2 May 2016 2 May 2020 Further to the Group capital raising approved by the shareholders at an extraordinary general meeting held on 27 April 2016, 25,010,000 options were issued to Key Management Personnel on 2 May 2016. The options granted in the year ended 30 June 2016 were issued and paid at $0.000001 and are exercisable at $0.005 per option with an expiry date of on or before 2 May 2020. They vested immediately. The options have been valued using Black Scholes methodology at $0.0044 per option issued. The Black Scholes assumptions are outlined below: Number of options in series Underlying share price Exercise price Expected volatility Option life Dividend yield Interest rate Unlisted options 45,000,000 $0.006 $0.005 100% 4 years 0.00% 1.50% Options Held by KMP Gerard King Edwin Bulseco Matthew Suttling Opening Balance Granted as remuneration On exercise of options Expired Vested and Exercisable Vested and Un- exercisable - - 300,000 10,000,000 10,000,000 5,010,000 300,000 25,010,000 - - - - - - 150,000 10,000,000 10,000,000 5,160,000 150,000 25,160,000 - - - - On 2 May 2016 45,000,000 Options were issued as approved by the Extraordinary General Meeting held on 27 April 2016. No further Options were issued during the year. No options have been granted to the directors or KMP since the end of the financial year. Options granted carry no dividend or voting rights. When exercisable, each option is convertible into one ordinary share. The exercise price of options is $0.005. No options were exercised during the year. 14 Greenpower Energy Limited ABN 22 000 002 111 Directors' Report 30 June 2016 Performance-based Remuneration The Group currently has no performance based remuneration component built into director and executive remuneration packages due to the stage of the Group’s development, no link between remuneration and financial performance currently exists. The table below sets out summary information about the Group’s earnings and movement in share price for the five years to 30 June 2016: Income Net loss before tax Net loss after tax benefit Share Price at end of year (cents) Basic and diluted loss per share 2016 $ 12,418 (2,873,530) (2,873,530) 0.5 (0.87) Long Term Benefits and Termination Benefits 2015 $ 31,042 2014 $ 21,982 2013 $ 2012 $ 396,073 181,053 (806,434) (1,726,517) (1,121,806) (1,296,759) (701,717) (1,726,517) (1,212,490) (1,516,481) 0.4 (2.09) 0.2 (1.87) 0.9 (0.76) 0.1 (1.46) The Group’s Employee Share and Option Plan aligns remuneration with at risk long term benefits. The Group has no long term benefits payable or termination benefits due. End of Audited Remuneration Report Indemnifying Officers or Auditors No indemnities have been given or insurance premiums paid, during or since the end of the financial year, for any person who is or has been an officer or auditor of the Group. Auditors’ Independence Declaration The lead auditors’ independence declaration for the year ended 30 June 2016 has been received and can be found on page 17 of the financial report. Proceedings on Behalf of Company No person has applied for leave of Court under s237 of the Corporations Act 2001 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 period. 15 Greenpower Energy Limited ABN 22 000 002 111 Directors' Report 30 June 2016 Options Unissued shares under option At the date of this report, the unissued ordinary shares of Greenpower Energy Limited under option are as follows: Date Options Granted Expiry Date Exercise Price Cents Number under Option 30/09/2011 03/05/2016 30/09/2016 03/05/2020 5.0 0.5 450,000 45,000,000 45,450,000 Sign off details Signed in accordance with a resolution of the Board of Directors: Director: ................................................................................................................................................ Gerard King Dated this 30th day of September 2016 16 Greenpower Energy Limited ABN 22 000 002 111 Consolidated Income Statement For the Year Ended 30 June 2016 Other income Interest income Occupancy costs Administrative costs Exploration and Tenement costs Impairment of Tenements Share based payments Finance costs Depreciation and amortisation Profit (loss) before income tax Income tax (expense)/benefit Loss after income tax Loss attributable to owners of Greenpower Energy Limited Loss per share: Basic loss per share (cents) Diluted loss per share (cents) Note 4 2016 $ 12,418 - (11,385) (430,068) (899,630) 13 (1,324,439) (196,315) (23,651) (460) (2,873,530) 5 - 2015 $ 22,124 8,918 (12,210) (405,173) (406,727) (1,038) - (11,190) (1,138) (806,434) 104,717 (2,873,530) (701,717) (2,873,530) (701,717) 6 6 (0.87) (0.87) (0.76) (0.76) The above consolidated income statement should be read in conjunction with the accompanying notes. 18 Greenpower Energy Limited ABN 22 000 002 111 Consolidated Statement of Comprehensive Income For the Year Ended 30 June 2016 Net loss for the year Other comprehensive income: Items that may be reclassified to profit or loss Net gain/(loss) on revaluation of financial assets Other comprehensive income for the year, net of tax Total comprehensive loss for the year Total comprehensive loss attributable to: Owners of Greenpower Energy Limited 2016 $ 2015 $ (2,873,530) (701,717) 42,029 (296,075) 42,029 (296,075) (2,831,501) (977,792) (2,831,501) (977,792) (2,831,501) (977,792) The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes. 19 Greenpower Energy Limited ABN 22 000 002 111 Consolidated Statement of Financial Position As at 30 June 2016 ASSETS CURRENT ASSETS Cash and cash equivalents Trade and other receivables TOTAL CURRENT ASSETS NON-CURRENT ASSETS Available for sale assets Plant and equipment Intangible assets Exploration and evaluation assets TOTAL NON-CURRENT ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Trade and other payables TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity Reserves Accumulated losses TOTAL EQUITY Note 2016 $ 2015 $ 7 8 9 10 11 13 668,042 35,017 864,780 118,314 703,059 983,094 268,902 1,407 - - 321,322 1,731 136 1,324,439 270,309 1,647,628 973,368 2,630,722 14 219,766 545,355 219,766 545,355 - - 219,766 545,355 753,602 2,085,367 15 16 17 64,701,662 63,398,286 11,205,611 10,967,222 (75,153,671) (72,280,141) 753,602 2,085,367 The above consolidated statement of financial position should be read in conjunction with the accompanying notes. 20 Greenpower Energy Limited ABN 22 000 002 111 Consolidated Statement of Changes in Equity For the Year Ended 30 June 2016 2016 Balance at 1 July 2015 Loss for the year Revaluation Total comprehensive income for the year Transactions with owners in their capacity as owners: Contributions of equity net of transaction costs Contributed Equity $ Accumulated Losses $ Capital Profits Reserve $ Option Reserve $ Financial Assets Reserve $ Total $ 63,398,286 (72,280,141) 10,314,793 - - (2,873,530) - - - - (2,873,530) 1,303,376 - - - 277,600 - - 374,829 - 42,029 2,085,367 (2,873,530) 42,029 - 42,029 (2,831,501) 196,360 - 1,499,736 Balance at 30 June 2016 64,701,662 (75,153,671) 10,314,793 473,960 416,858 753,602 2015 Balance at 1 July 2014 Loss for the year Revaluation Total comprehensive income for the year Contributed Equity $ Accumulated Losses $ Capital Profits Reserve $ Option Reserve $ Financial Assets Reserve $ Total $ 63,398,286 (71,578,424) 10,314,793 - - (701,717) - - - 277,600 - - 670,904 - (296,075) 3,083,159 (701,717) (296,075) - (701,717) - - (296,075) (997,792) Balance at 30 June 2015 63,398,286 (72,280,141) 10,314,793 277,600 374,829 2,085,367 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes. 21 Greenpower Energy Limited ABN 22 000 002 111 Consolidated Statement of Cash Flows For the Year Ended 30 June 2016 CASH FLOWS FROM OPERATING ACTIVITIES: Payments to suppliers and employees Interest received Finance costs Income tax benefit received Net cash provided by (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from disposal of investments Net cash used by investing activities CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issue of shares and options net of transaction costs Proceeds from issue of Converting loans Loan proceeds from related parties Net cash used by financing activities Net increase (decrease) in cash and cash equivalents held Cash and cash equivalents at beginning of year Cash and cash equivalents at end of financial year Note 2016 $ 2015 $ (1,282,921) 8,908 (4,009) 104,905 (796,078) 8,730 (1,935) - 18(a) (1,173,117) (789,283) 97,958 850,000 97,958 850,000 20(d) 428,421 450,000 - - - 420,000 878,421 420,000 (196,738) 864,780 480,717 384,063 7 668,042 864,780 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes. 22 Greenpower Energy Limited ABN 22 000 002 111 Notes to the Consolidated Financial Statements For the Year Ended 30 June 2016 2 Summary of Significant Accounting Policies continued 1 Corporate Information The financial report of Greenpower Energy Limited for the year ended 30 June 2016 was authorised for issue in accordance with a resolution of the Directors on 30 September 2016 and covers Greenpower Energy Limited as an individual entity as well as the consolidated entity consisting of Greenpower Energy Limited and its subsidiaries as required by the Corporations Act 2001. The financial report is presented in the Australian currency. Greenpower Energy Limited is a for profit company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange. 2 Summary of Significant Accounting Policies (a) Basis of Preparation The financial report is a general purpose financial statement that has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions. The financial statements and notes comply with International Financial Reporting Standards. Material accounting policies adopted in the preparation of this financial report are presented below and have been consistently applied unless otherwise stated. The financial report has been prepared on an accruals basis and is based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. (b) Going Concern For the year ended 30 June 2016 the group recorded a consolidated loss of $2,873,530 (2015: $701,717) and at that date the net operating cash out flows were $1,173,117 (2015: $789,283). The company had net current assets of $483,293 (2015: $437,739). These conditions could indicate a material uncertainly that may cast significant doubt about the Group’s ability to continue as a going concern, however notwithstanding this the accounts have been prepared on a going concern basis. The directors have assessed the Group’s operating and research costs along with future commitments for tenement exploration costs in order to establish the future funding requirements for the Group. As at 30 June 2016 the group has cash of $668,042 as well as shares held in an ASX listed entity with a value of $268,902. Subsequent to year end the Group announced a share issue to raise before costs $675,000 which the group anticipates will sufficient to satisfy its current obligations. To date $347,652 has been received with a balance of $265,500 expected to be finalised in October 2016. The Group sees significant potential in the ongoing development of its Coal to Liquid project. In the event that this strategy cannot be implemented successfully then the going concern basis of accounting may not be appropriate with the result that the group may be required to realise its assets and extinguish its liabilities other than in the normal course of business and at amounts different from that stated in the financial report. 23 Greenpower Energy Limited ABN 22 000 002 111 Notes to the Consolidated Financial Statements For the Year Ended 30 June 2016 2 Summary of Significant Accounting Policies continued The financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the Group not continue as a going concern. (c) Principles of Consolidation Subsidiaries The Group financial statements consolidate those of the Parent Company and all of its subsidiaries as of 30 June 2016. The Parent controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. All transactions and balances between Group companies are eliminated on consolidation, including unrealised gains and losses on transactions between Group companies. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group. Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable. Subsidiaries are accounted for in the Parent entity financial statements at cost. A list of subsidiary entities is contained in Note 12 to the financial statements. All subsidiaries entities have a 30 June financial year end. (d) Segment Reporting Operating segments are reported in a manner consistent with the internal reporting provided to the Directors. The Directors are responsible for allocating resources and assessing the performance of the operating segments. (e) Revenue and Other Income Revenue is recognised at the fair value of the consideration received or receivable. Interest revenue is recognised as interest accrues using the effective interest method. The effective interest method uses the effective interest rate which is the rate that exactly discounts the estimated future cash receipts over the expected life of the financial asset. Dividends received are accounted for when received. 24 Greenpower Energy Limited ABN 22 000 002 111 Notes to the Consolidated Financial Statements For the Year Ended 30 June 2016 (f) Income Tax The income tax expense for the period is the tax payable on the current period's taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax base of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses. Deferred tax assets and liabilities are recognised for all temporary differences, between carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases, at the tax rates expected to apply when the assets are recovered or liabilities settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction. Exceptions are made for certain temporary differences arising on initial recognition of an asset or a liability if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit. Deferred tax assets are only recognised for deductible temporary differences and unused tax losses if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax assets and liabilities are not recognised for temporary differences between the carrying amount and tax bases of investments in subsidiaries, associates and interests in joint ventures where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Greenpower Energy Limited and its wholly owned subsidiaries have implemented the tax consolidation legislation. As a consequence, these entities are taxed as a single entity and the deferred tax assets and liabilities of these entities are set off in the consolidated financial statements. Current and deferred tax is recognised in profit or loss except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity. (g) Impairment of Assets At each reporting date the Group assesses whether there is any indication that individual assets are impaired. Where impairment indicators exist, the recoverable amount is determined and impairment losses are recognised in the income statement where the asset's carrying value exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purpose of assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where it is not possible to estimate the recoverable amount for an individual asset, recoverable amount is determined for the cash generating unit to which the asset belongs. (h) Cash and Cash Equivalents For the purposes of the Statement of Cash Flows, cash and cash equivalents includes cash on hand and at bank, deposits held at call with financial institutions, other short term, highly liquid investments with maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and bank overdrafts. 25 Greenpower Energy Limited ABN 22 000 002 111 Notes to the Consolidated Financial Statements For the Year Ended 30 June 2016 (i) Property, Plant and Equipment Each class of plant and equipment is carried at cost or fair value as indicated less, where applicable, any accumulated depreciation and impairment losses. Cost includes expenditure that is directly attributable to the asset. The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset's employment and subsequent disposal. The expected net cash flows have not been discounted to their present values in determining recoverable amounts. Depreciation The depreciable amount of all fixed assets is depreciated on a straight-line basis over the asset's useful life to the Group commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements. Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. Depreciation on other assets is calculated on a straight line basis over the estimated useful life of the asset as follows: Class of Asset Office Equipment (j) Exploration and Evaluation Assets 3-4 Years Exploration and evaluation expenditure is generally written off in the year incurred, except for acquisition of exploration properties which is capitalised and carried forward. When production commences, any accumulated costs for the relevant area of interest which have been capitalised and carried forward will be amortised over the life of the area according to the rate of depletion of the economically recoverable resources. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to the area of interest. The carrying value of any capitalised expenditure is assessed by the Directors each year to determine if any provision should be made for the impairment of the carrying value. The appropriateness of the Group’s ability to recover these capitalised costs has been assessed at year end and the Directors are satisfied that the value is recoverable. The carrying value of capitalised exploration and evaluation expenditure is assessed for impairment at an overall level whenever facts and circumstances suggest that the carrying amount of the assets may exceed recoverable amount. An impairment exists when the carrying amount of the assets exceed the estimated recoverable amount. The assets are then written down to their recoverable amount. Any impairment losses are recognised in the income statement. 26 Greenpower Energy Limited ABN 22 000 002 111 Notes to the Consolidated Financial Statements For the Year Ended 30 June 2016 (k) Intangibles Intangible assets being website development is recorded at cost, it has a finite life and is carried at cost less any accumulated amortisation and impairment losses. It has an estimated useful life of between one and three years. It is assessed annually for impairment. Amortisation is based on the cost of an asset less its residual value. Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for use. Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. (l) Fair Values Fair values may be used for financial asset and liability measurement as well as for sundry disclosures. Fair values for financial instruments traded in active markets are based on quoted market prices at reporting date. The quoted market price for financial assets is the current bid price. The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values due to their short term nature. (m) Investments and Available for Sale Assets All investments and available for sale assets are initially stated at cost, being the fair value of consideration given plus acquisition costs. Purchases and sales of investments are recognised on trade date which is the date on which the Group commits to purchase or sell the asset. Accounting policies for each category of investments and available for sale assets subsequent to initial recognition are set out below. Available-for-sale Financial Assets Available-for-sale financial assets, comprising principally marketable equity securities, are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the reporting date. Investments are designated as available-for-sale if they do not have fixed maturities and fixed or determinable payments and management intends to hold them for the medium to long term. Impairment testing is performed annually. After initial recognition, available-for-sale investments are measured at fair value. Gains or losses are recognised in other comprehensive income and presented as a separate component of equity until the investment is sold, collected or otherwise disposed of, or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is included in profit or loss. Loans and Receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial recognition, these are measured at amortised cost using the effective interest method, less provision for impairment. Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty will default. 27 Greenpower Energy Limited ABN 22 000 002 111 Notes to the Consolidated Financial Statements For the Year Ended 30 June 2016 (n) Trade and Other Payables Trade and other payables represent liabilities for goods and services provided to the Group prior to the year end and which are unpaid. These amounts are unsecured and have 30-90 day payment terms. (o) Provisions Provisions for legal claims, service warranties and make good obligations are recognised when the Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses. Where the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. (p) Contributed Equity Ordinary shares are classified as equity. Costs directly attributable to the issue of new shares are shown as a deduction from the equity proceeds, net of any income tax benefit. Costs directly attributable to the issue of new shares associated with the acquisition of a business are included as part of the purchase consideration. (q) Earnings per Share Basic Earnings per Share Basic earnings per share is calculated by dividing the profit attributable to owners of Greenpower Energy Limited by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares during the year. Diluted Earnings per Share Earnings used to calculate diluted earnings per share are calculated by adjusting the basic earnings by the after tax effect of dividends and interest associated with dilutive potential ordinary shares. The weighted average number of shares used is adjusted for the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares. (r) Comparative Figures When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. 28 Greenpower Energy Limited ABN 22 000 002 111 Notes to the Consolidated Financial Statements For the Year Ended 30 June 2016 (s) Goods and Services Tax (GST) Revenues and expenses are recognised net of GST except where 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. Receivables and payables 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, are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. (t) Critical accounting estimates and judgements The directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and based on current trends and economic data, obtained both externally and from within the Group. Key estimates - income taxes The Group has not recognised deferred tax assets relating to carried forward tax losses as utilisation of the tax losses also depends on the ability of the group to satisfy certain tests at the time the losses are recouped. Due to the recent capital raising of the parent entity, there are some concerns that the entity may fail to satisfy the continuity of ownership test and therefore has to rely on the same business test. The probably of future profit and utilisation of income tax losses will be reliant on the successful development of the group’s intellectual property. Key judgments - exploration and evaluation assets The Group has not capitalised expenditure relating to exploration and evaluation during the year and has impaired the carrying value being the initial cost of Exploration Licenses acquired. Key judgments - available-for-sale investments The Group maintains a portfolio of securities with a carrying value of $268,902 at the end of the reporting period. Certain individual investments have declined in value and impairment adjustments have been brought to account against the financial assets reserve. 29 Greenpower Energy Limited ABN 22 000 002 111 Notes to the Consolidated Financial Statements For the Year Ended 30 June 2016 (u) New and Amended Accounting Policies Adopted by the Group The Group has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board that are mandatory for the current reporting period. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the Group. Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. (v) New Accounting Standards for Application in Future Periods Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Group for the annual reporting period ended 30 June 2016. The Group's assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the Group, are set out below. Title of standard Nature of change Impact AASB 9 Financial Instruments AASB 9 addresses the classification, measurement and de-recognition of financial assets and financial liabilities, impairment of financial assets and hedge accounting. Given the nature of the Company’s financial assets and financial liabilities, the Company does not expect the impact to be significant. Based on the Company’s assessment, the impact is not expected to be significant. AASB 15 Revenue from contracts with customers An entity will recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This means that revenue will be recognised when control of goods or services is transferred, rather than on transfer of risks and rewards as is currently the case under AASB 118 Revenue. Mandatory application date/ Date adopted by Company Must be applied for reporting periods commencing on or after 1 January 2018. Therefore the application date for the company will be for the reporting period commencing on 1 July 2018. Must be applied for annual reporting periods beginning on or after 1 January 2018. Therefore the application date for the Company will be for the reporting period commencing on 1 July 2018. 30 Greenpower Energy Limited ABN 22 000 002 111 Notes to the Consolidated Financial Statements For the Year Ended 30 June 2016 3 Auditors' Remuneration Remuneration of the auditor of the parent entity for: - Audit or review - William Buck Audit (WA) Pty Ltd - Total remuneration for audit services 4 Other Income - Gain on disposal of available for sale investments 5 Income Tax Expense (a) The major components of tax expense (income) comprise: Deferred tax expense Other deferred tax 2016 $ 2015 $ 24,105 24,105 24,050 24,050 2016 $ 3,510 3,510 2015 $ 30,526 30,526 2016 $ 2015 $ - - - - (b) The prima facie tax benefit/(expense) from the loss before income tax is reconciled to the income tax as follows: Prima facie tax benefit on loss from ordinary activities before income tax at 30% (2015: 30%) - the Group Add/Less tax effect of: - losses not brought to account - Research & development refund received Income tax attributable to parent entity (c) Unrecognised temporary differences Deferred Tax Assets (at 30%) Losses not brought to account 2016 $ 2015 $ (862,059) (210,515) (862,059) (210,515) 862,059 - 210,515 104,717 - 104,717 2016 $ 2015 $ 82,372 1,527,872 15,859 1,329,756 Deferred tax assets are only recognised for deductible temporary differences and unused tax losses if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Availability of losses is subject to passing the required tests under the ITAA 1997/1936. 31 Greenpower Energy Limited ABN 22 000 002 111 Notes to the Consolidated Financial Statements For the Year Ended 30 June 2016 6 Loss per Share (a) Reconciliation of Loss used to calculate Loss per share Loss Loss used to calculate basic and diluted EPS (b) Weighted average number of ordinary shares (diluted): 2016 $ 2,873,530 2015 $ 701,717 2,873,530 701,717 2016 2015 Weighted average number of ordinary shares outstanding during the year number used in calculating basic EPS and dilutive EPS 332,132,739 92,465,787 332,132,739 92,465,787 Both the basic and diluted loss per share have been calculated using the loss attributable to shareholders of the Parent Company as the numerator (ie no adjustments to loss were necessary in 2016 or 2015). The weighted average number of ordinary shares has been utilised in the calculation of basic and diluted loss per share. 7 Cash and Cash Equivalents Cash at bank Short-term bank deposits Reconciliation of Cash Cash at the end of the financial year as shown in the Statement of Cash Flows is reconciled to items in the statement of financial position as follows: Cash and cash equivalents Note 7(a) 2016 $ 515,594 152,448 2015 $ 715,660 149,120 668,042 864,780 2016 $ 2015 $ 668,042 864,780 668,042 864,780 The effective interest rate on short-term bank deposits was 2.3% (2015: 2.4%). (a) Short term deposit Short term deposits are held as a security for various bank guarantees. 32 Greenpower Energy Limited ABN 22 000 002 111 Notes to the Consolidated Financial Statements For the Year Ended 30 June 2016 8 Trade and Other Receivables CURRENT Other receivables (a) Other Receivables Note 2016 $ 2015 $ 8(a) 35,017 118,315 35,017 118,315 Other receivables represent receivables due from the Australian Taxation Office and other amounts which are not impaired and will be receivable. 9 Available-for-Sale Financial Assets Available-for-Sale Financial Assets Comprise: Listed investments shares in listed corporations Total available for sale assets at fair value 2016 $ 2015 $ 268,902 321,322 268,902 321,322 Available for sale assets comprise of investments in the ordinary issued capital of various entities. There are no fixed returns or fixed maturity date attached to these investments. Fair Value Listed investments have been valued at the quoted market bid price at the end of the reporting period. At 30 June 2016 and 30 June 2015, the aggregate fair values and carrying amounts of financial assets and financial liabilities approximate their carrying amounts. Available-for-sale financial instruments are recognised in the statement of financial position of the Group according to the hierarchy stipulated in AASB 13. Available-for-sale financial assets ASX Listed equity shares – Level 1 (a) Reconciliation of Available-for-Sale Financial Assets Opening Balance Net gain/(loss) on revaluation of financial assets Proceeds on disposal 2016 $ 2015 $ 268,902 321,322 268,902 321,322 2016 $ 321,322 42,029 (94,449) 2015 $ 617,397 (296,075) - 268,902 321,322 33 Greenpower Energy Limited ABN 22 000 002 111 Notes to the Consolidated Financial Statements For the Year Ended 30 June 2016 10 Plant and Equipment PLANT AND EQUIPMENT Office equipment At cost Accumulated depreciation Total office equipment Total plant and equipment Total plant and equipment (a) Movements in Carrying Amounts 2016 $ 2015 $ 5,796 (4,389) 1,407 1,407 1,407 5,796 (4,065) 1,731 1,731 1,731 Movement in the carrying amounts for each class of plant and equipment between the beginning and the end of the current financial year: Office Equipment $ Balance at 30 June 2016 Balance at the beginning of year Additions Depreciation expense Balance at 30 June 2016 Balance at 30 June 2015 Balance at the beginning of year Additions Depreciation expense Balance at 30 June 2015 1,731 - (324) 1,407 2,056 - (325) 1,731 34 Greenpower Energy Limited ABN 22 000 002 111 Notes to the Consolidated Financial Statements For the Year Ended 30 June 2016 11 Intangible Assets Other intangible assets Cost Accumulated amortisation and impairment Net carrying value Total Intangibles (a) Movements in Carrying Amounts Year ended 30 June 2016 Opening balance Additions Amortisation Closing value at 30 June 2016 Year ended 30 June 2015 Opening balance Additions Amortisation Closing value at 30 June 2015 (b) Intangible Assets Note 12(b) 2016 $ 2015 $ 13,249 (13,249) 13,249 (12,114) - - 136 136 Other intangible assets - Website $ 136 - (136) - 949 - (813) 136 Intangible assets are represented by capitalised costs of the Group’s website development. 12 Controlled Entities Principal Activity Country of incorporation Percentage Owned 2016 Percentage Owned 2015 Subsidiaries of parent entity: Greenpower Group Ltd @ GCC Asset Holdings Pty Ltd Greenpower Natural Gas Pty Ltd Sawells Pty Ltd Greengrowth Bio-Stimulants Pty Ltd # Non trading Non trading Greenpower Latrobe CTL Pty Ltd ^ Investment Investment Coal Exploration VIC Coal Exploration VIC Australia Australia Australia Australia Australia Australia 100 100 100 100 100 100 @ Greenpower Group Limited registered on 26 January 2016 # Greengrowth Bio-Stimulants Pty Ltd (formerly Chimney Springs Pty Ltd) ^Greenpower Latrobe CTL Pty Ltd (formerly Greenpower Latrobe CTL Pty Ltd) - 100 100 100 100 100 35 Greenpower Energy Limited ABN 22 000 002 111 Notes to the Consolidated Financial Statements For the Year Ended 30 June 2016 13 Exploration and Evaluation Assets NON-CURRENT Exploration permits Movements in Other Assets Year ended 30 June 2016 Opening balance Impairment of Tenements Balance at 30 June 2016 Year ended 30 June 2015 Opening balance Impairment of Tenements Balance at 30 June 2015 Exploration permits Current permits as at 30 June 2016: - Victoria - EL4500, EL 4877 and EL 5227 Note 2016 $ 2015 $ - 1,324,439 Exploration permits $ Total $ 1,324,439 1,324,439 (1,324,439) (1,324,439) - - 1,325,477 1,325,477 (1,038) (1,038) 1,324,439 1,324,439 Subsequent to year end the Group decided to relinquish all three licenses due to the length of time held and haphazard area shaping that reductions have caused over the years and apply for a fresh license covering the most accessible and geologically well-defined area of the lignite deposit. Ultimate realisation of the value of the Group’s tenements is dependent upon successful exploitation or sale. 14 Trade and Other Payables CURRENT Trade payables Other payables Related party loans 2016 $ 2015 $ 123,624 96,142 - 35,284 90,071 420,000 219,766 545,355 21(d) 36 Greenpower Energy Limited ABN 22 000 002 111 Notes to the Consolidated Financial Statements For the Year Ended 30 June 2016 15 Issued Capital 608,899,976 (2015: 92,465,787) Ordinary Shares 2016 $ 2015 $ 64,701,662 63,398,286 64,701,662 63,398,286 The Company has no authorised share capital or par value in respect of its issued shares. Movements in ordinary share capital Year ended 30 June 2016 At the beginning of year Shares issued during the year Cost of listing shares Balance at 30 June 2016 Year ended 30 June 2015 At the beginning of year Shares issued during the year Cost of listing shares Balance at 30 June 2015 No. of shares $ 92,465,787 516,434,189 - 608,899,976 63,398,286 1,549,303 (245,927) 64,701,662 92,465,787 - - 63,398,286 - - 92,465,787 63,398,286 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 and the parent entity's objectives when managing capital are to safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may pay dividends to shareholders, return capital to shareholders, issue new shares or sell assets. During 2016, the Group's strategy, which was unchanged from 2015, was to maintain minimum borrowings outside of trade and other payables. During the previous year a loan on commercial terms from a Director was received. 37 Greenpower Energy Limited ABN 22 000 002 111 Notes to the Consolidated Financial Statements For the Year Ended 30 June 2016 Cash and cash equivalents Less: payables Net cash Total equity Total capital 16 Reserves Capital Realisation Reserve Share Based Payments Reserve Available For Sale Asset Reserve Capital Realisation Reserve Opening balance Share Based Payments Reserve Opening balance Share based payments Available For Sale Asset Reserve Opening balance Fair value adjustment Income statement Deferred tax in income statement Deferred tax in statement of financial position Total reserves Capital Realisation Reserve 2016 $ 2015 $ 668,042 (219,766) 864,780 (545,355) 448,276 753,602 319,425 2,085,367 305,326 1,765,942 2016 $ 2015 $ 10,314,793 10,314,793 277,600 374,829 473,960 416,858 11,205,611 10,967,222 2016 $ 2015 $ 10,314,793 10,314,793 10,314,793 10,314,793 277,600 196,360 277,600 - 473,960 277,600 374,829 42,029 - - - 670,904 (296,075) - - - 416,858 374,829 11,205,611 11,263,292 The capital realisation reserve records revaluation of capital. Available For Sale Asset Reserve The financial assets reserve recognises movements in fair value of available for sale financial assets. 38 Greenpower Energy Limited ABN 22 000 002 111 Notes to the Consolidated Financial Statements For the Year Ended 30 June 2016 16 Reserves continued Share Based Payments Reserve The share based payments reserve records items recognised as expenses on valuation of employee share options. Share options are issued for nil consideration. The exercise price of the share options is determined by the Directors in their absolute discretion and set out in the Offer provided that the exercise price is not less than the average Market Price on ASX on the five trading days prior to the day the Directors resolve to grant the Options. Any options that are not exercised by fifth anniversary of their grant date will lapse. Upon exercise, these options will be settled in ordinary fully paid shares of the Company. The Options can be exercised in whole or part at any time up to and including the Expiry Date by lodging and Option Exercise Notice accompanied by the payment of the exercise Price. Summary of options granted under the Long Term Incentive Plan The following table illustrates the number and the weighted average exercise price (WAEP) of and movements in shares options under the long term incentive plan: Outstanding at the beginning of the year Granted during the year Vested during the year Lapsed/cancelled during the year Forfeited during the year Outstanding at the year end Exercisable at the year end 2016 Number 700,000 45,000,000 - (250,000) - 45,450,000 45,450,000 2016 WAEP 2015 Number 2015 WAEP 0.05 0.005 - - - 700,000 - - - - 700,000 700,000 .05 - - - - Weighted average remaining contractual life of share options The weighted average remaining contractual life for the share options outstanding as at 30 June 2016 is 5 years (2015: 0.68 years). Range of exercise price of share options The exercise price for options outstanding at the end of the year is .005 to .05 (2015: .05 to .051) cents. Weighted average fair value of share options The weighted average fair value of options granted during the year is 0.000001 (2015: Nil). Share option valuation The fair value of the equity-settled share options granted under the LTIP is estimated at the date of grant using a Black Scholes model, which takes into account factors including the options exercise price, the volatility of the underlying share price, the risk-free interest rate, the market price of the underlying shares at grant date, historical and expected dividends and the expected life of the option. 39 Greenpower Energy Limited ABN 22 000 002 111 Notes to the Consolidated Financial Statements For the Year Ended 30 June 2016 16 Reserves continued The options were valued using Black Scholes with the below assumptions: Number of options in series Underlying share price Exercise price Expected volatility # Option life Dividend yield Interest rate Unlisted options 45,000,000 $0.006 $0.005 100% 4 years 0.00% 1.50% # Expected volatility has been based on an evaluation of the historical volatility of the share price of similar companies operating in the junior explorer mining industry, particularly over the historical period commensurate with the expected term. 17 Accumulated Losses Accumulated losses Opening balance Net loss for the period Total 18 Cash Flow Information 2016 $ 2015 $ (72,280,141) (71,578,424) (2,873,530) (701,717) (75,153,671) (72,280,141) (a) Reconciliation of Cash Flow from Operations with Loss after Income Tax Net loss for the year Cash flows excluded from loss attributable to operating activities Non-cash flows in loss Amortisation Depreciation Loss on impairment of tenement Share based payments Net (gain)/loss on disposal of investments Income tax benefit Changes in assets and liabilities, net of the effects of purchase and disposal of subsidiaries Decrease/(Increase) in receivables Increase in trade payables and accruals Net cash (outflow) from operating activities 2016 $ 2015 $ (2,873,530) (701,717) 136 324 1,324,439 196,315 (3,510) - 813 325 1,038 - - (104,727) 83,298 99,411 (21,990) 36,975 (1,173,117) (789,283) 40 Greenpower Energy Limited ABN 22 000 002 111 Notes to the Consolidated Financial Statements For the Year Ended 30 June 2016 19 Capital Commitments Capital Expenditure Commitments Capital expenditure commitments contracted for: Exploration Permits Coal to Liquids Payable: - not later than 12 months - between 12 months and 5 years 20 Related Party Transactions 2016 $ 2015 $ - - - - - - 163,950 769,333 933,283 820,933 112,350 933,283 (a) Parent entity The ultimate parent entity within the Group is Greenpower Energy Limited. (b) Subsidiaries Interests in subsidiaries are set out in note 12. (c) Compensation The aggregate compensation made to directors and other members of key management personnel of the consolidated entity is set out below: Short-term employee benefits Post-employment benefits Long-term benefits Share-based payments 2016 $ 259,808 12,192 - 109,108 2015 $ 241,808 12,192 - - 381,108 254,000 (d) Transactions and balances with related parties All transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated. During the year ended 30 June 2015 a Director, Gerard King, had loaned the Group $420,000 on commercial terms to meet its short term Coal to Liquid project commitments and working capital. This loan was repaid by the issue of 140,000,000 ordinary shares on 27 April 2016. Interest was payable by the Group at 5.75% being the underlying bank loan rate and totalled $19,222. The loan was repayable on demand. 41 Greenpower Energy Limited ABN 22 000 002 111 Notes to the Consolidated Financial Statements For the Year Ended 30 June 2016 21 Contingent liabilities and contingent assets The Group had contingent liabilities at 30 June 2016 in respect of: (i) Guarantees The Group has provided bank guarantees in favour of the Minister of Energy and Resources with respect to a security deposit and in favour of Minister of Energy and Resources Victoria with respect to a contract performance at 30 June 2016. The total of these guarantees at 30 June 2016 was $20,000 with a financial institution (30 June 2015: $20,000). 22 Financial Risk Management (a) Financial Risks The main risks the Group is exposed to through its financial instruments are interest rate risk and liquidity risk. The Group manages liquidity risk by prudent monitoring of expenditure in line with available funds. (b) Net Fair Values Fair Value Measurement The Group’s fair values of financial instruments are categorised by the following levels: (a) quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1) inputs other than quoted prices included within level 1 that are observable for the asset or (b) liability, either directly (as prices) or indirectly (derived from prices) (level 2), and inputs for the asset or liability that are not based on observable market data (unobservable (c) inputs) (level 3). (c) Foreign Currency Risk During the year ended 30 June 2016, as a result of a relationship with Thermaquatica Inc., a company incorporated in the USA, the financial performance of the Group was affected by movements in the AUD$/USD$ exchange rates. The Group did not seek to hedge this exposure. There is no formal foreign currency management policy, however the Group monitors its foreign currency expenditure on an ongoing basis. There are no foreign currency commitments as at 30 June 2016. (d) Credit Risk The Group has no significant concentrations of credit risk other than cash at bank which is held with the Commonwealth Bank of Australia and Westpac Bank both AA- rated Australian banks. The maximum exposure to credit risk at reporting date is the carrying amount (net of provision of doubtful debts) of those assets as disclosed in the statement of financial position and notes to the financial statements. As the Group does not presently have any debtors, lending, significant stock levels or any other credit risk, a formal credit risk management policy is not maintained. 42 Greenpower Energy Limited ABN 22 000 002 111 Notes to the Consolidated Financial Statements For the Year Ended 30 June 2016 22 Financial Risk Management continued (e) Liquidity risk Liquidity risk is the risk that the Group may encounter difficulties raising funds to meet commitments associated with financial instruments (e.g. borrowing repayments). The Group manages liquidity risk by monitoring forecast cash flows and ensuring that adequate unutilised borrowing facilities are maintained. Maturity analysis Year ended 30 June 2016 Trade and other payables Year ended 30 June 2015 Trade and other payables (f) Price Risk Carrying Amount $ Contractual Cash flows $ < 6 months $ 6- 12 months $ 1- 5 years $ > 5 years $ Total $ 219,766 219,766 219,766 219,766 219,766 219,766 - - 545,355 545,355 125,355 420,000 545,355 545,355 125,355 420,000 - - - - - - - - 219,766 219,766 545,355 545,355 The Group is exposed to equity securities price risk. This arises from investments held by the Group and classified on the statement of financial position as available-for-sale. To manage its price risk arising from investments in equity securities, the Group regularly reviews the holdings and maintains a portfolio which the Directors believe has strong core values. The Group’s equity investments are publicly traded and are listed on the ASX. The maximum exposure to price risk from an income statement perspective at reporting date is the carrying amount of the investments. Financial Assets + 20% 2016 $ 53,780 53,780 2015 $ 64,264 64,264 - 20% 2016 $ 2015 $ (53,780) (64,264) (53,780) (64,264) 43 h s a c j f o y t i r o a m e h t y b e r e h w y t i r u c e s i f o n o i t i s o p g n d i r r e v o n a g n n a t n a m e i i i l i h w s e t a r t s e r e t n i l e b a l i a v a g n i r o t i n o m y b k s i r e t a r t s e r e n t i s t i s e g a n a m p u o r G e h T d e u n i t n o c t n e m e g a n a M k s i R l a i c n a n F i 2 2 6 1 0 2 e n u J 0 3 d e d n E r a e Y e h t r o F i k s R e t a R t s e r e t n I ) g ( . s t n u o c c a k n a b d e t a r - A A n i l d e h e r a l s t n e a v u q e i h s a c d n a 5 5 3 , 5 4 5 5 5 3 , 5 4 5 6 6 7 , 9 1 2 6 6 7 , 9 1 2 5 5 3 , 5 2 1 6 6 7 , 9 1 2 5 5 3 , 5 2 1 6 6 7 , 9 1 2 - - - - 0 0 0 , 0 2 4 0 0 0 , 0 2 4 - - 0 8 7 , 4 6 8 5 1 3 , 8 1 1 7 1 0 , 5 3 2 4 0 , 8 6 6 5 1 3 , 8 1 1 7 1 0 , 5 3 - - - - - - 0 2 1 , 9 4 1 8 4 4 , 2 5 1 0 6 6 , 5 1 7 4 9 5 , 5 1 5 5 9 0 , 3 8 9 9 5 0 , 3 0 7 5 1 3 , 8 1 1 7 1 0 , 5 3 0 2 1 , 9 4 1 8 4 4 , 2 5 1 0 6 6 , 5 1 7 4 9 5 , 5 1 5 - 5 . 1 5 7 . 5 - - 5 . 1 5 1 0 2 $ 6 1 0 2 $ 5 1 0 2 $ 6 1 0 2 $ 5 1 0 2 $ 6 1 0 2 $ 5 1 0 2 $ 6 1 0 2 $ 5 1 0 2 % 6 1 0 2 % l a t o T g n i r a e B t s e r e t n i - n o N r a e Y 1 n h t i i w g n i r u t a M e t a R t s e r e t n I g n i t a o F l e t a R t s e r e t n I e v i t c e f f E e g a r e v A d e t h g i e W l s t n e a v u q e i h s a c d n a h s a C : s t e s s A l a i c n a n F i l s e b a v e c e R i l s e b a y a p y r d n u s d n a e d a r T : s e i t i l i b a i L l a i c n a n F i s e i t i l i b a i L l a i c n a n F i l a t o T s t e s s A l a i c n a n F i l a t o T s i s y l a n a y t i v i t i s n e S : w o e b l l s e b a t e h t n i t u o t e s s i s d o i r e p y t i r u t a m y b e t a r t s e r e t n i e g a r e v a i d e t h g e w e v i t c e f f e e h t d n a k s i r e t a r t s e r e t n i o t e r u s o p x e ' s p u o r G e h T l . s e c n a a b h s a c e t a r t s e r e t n i l e b a i r a v m o r f s t s o c t s e r e t n i r e w o l / r e h g h o t i e u d t i f o r p n i s t n e m e v o m e h t w o h s l s e b a t i g n w o l l o f e h T 4 4 5 1 0 2 $ ) 8 7 5 , 3 ( ) 8 7 5 , 3 ( ) s t n o p i 6 1 0 2 $ ) 0 4 3 , 3 ( ) 0 4 3 , 3 ( 5 1 0 2 $ 8 7 5 , 3 8 7 5 , 3 ) s t n o p i 6 1 0 2 $ 0 4 3 , 3 0 4 3 , 3 s i s a b 0 5 ( % 5 . - s i s a b 0 5 ( % 5 . + k n a b t a h s a C d e t i i m L y g r e n E r e w o p n e e r G s t n e m e t a t S l i i a c n a n F d e t a d i l o s n o C e h t o t s e t o N 1 1 1 2 0 0 0 0 0 2 2 N B A Greenpower Energy Limited ABN 22 000 002 111 Notes to the Consolidated Financial Statements For the Year Ended 30 June 2016 23 Segment Reporting The Group operates predominantly in one business and geographical segment being Exploration activities throughout Australia. 24 Parent entity The following information has been extracted from the books and records of the parent, Greenpower Energy Limited and has been prepared in accordance with Accounting Standards. The financial information for the parent entity, Greenpower Energy Limited has been prepared on the same basis as the consolidated financial statements except as disclosed below. Investments in subsidiaries Investments in subsidiaries, are accounted for at cost in the financial statements of the parent entity. Consolidated Statement of Financial Position Assets Current assets Non-current assets Total Assets Liabilities Current liabilities Total Liabilities Equity Issued capital Accumulated losses Capital Realisation Reserve Share Based Payments Reserve Total Equity Consolidated Income Statement Total loss for the year Total comprehensive loss 2016 $ 2015 $ 607,064 366,210 887,299 1,743,423 973,274 2,630,722 219,766 545,355 219,766 545,355 64,701,662 63,398,286 (74,736,907) (71,905,312) 10,314,793 10,314,793 277,600 473,960 753,508 2,085,367 (2,831,596) (1,360,256) (2,831,596) (1,360,256) Guarantees entered into by the parent entity in relation to the debts of its subsidiaries Pursuant to Class Order 98/1418 Greenpower Energy Limited and its wholly owned subsidiaries (refer note 12) entered into a deed of cross guarantee. The effect to the deed is that Greenpower has guaranteed to pay any deficiency in the event of winding up of any controlled entity or if they do not meet their obligations under the terms of any debt subject to the guarantee. The controlled entities have given a similar guarantee in the event that Greenpower is wound up or if it does not meet its obligations under the terms of any debt subject to the guarantee. 45 Greenpower Energy Limited ABN 22 000 002 111 Notes to the Consolidated Financial Statements For the Year Ended 30 June 2016 24 Parent entity continued Contingent liabilities of the parent entity. The Directors are not aware of any contingent liabilities at reporting date. Contractual commitments by the parent entity. Capital expenditure commitments contracted for: Coal to Liquids payable not later than 12 months 25 Events After the Reporting Date Subsequent to the year end of the Group: 2016 $ 2015 $ - - 769,333 769,333 • On 29 July 2016 the Group announced a capital raising to raise $675,000 before costs over two tranches. $347,652 net of costs has been raised in the first tranch with a balance of $265,500 (the second tranch) expected to be finalised in October 2016. • On 20 September 2016 the Group announced that it had signed a binding heads of agreement with Guyana Strategic Metals Inc. to acquire (at the company’s discretion) percentage interests from 10% up to 74%, depending on exploration results interest in the Guyanese Morabisi Project prospective for Lithium and Tantalum. Refer to the separate ASX announcement 22 September 2016. No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the company, the results of those operations, or the state of affairs of the company in future financial year. 26 Company Details Registered office The registered office of the company is: Greenpower Energy Limited 1st Floor, 46 Ord Street West Perth WA 6005 Principal place of business The principal place of business is: Greenpower Energy Limited 1st Floor, 46 Ord Street West Perth WA 6005 46 Greenpower Energy Limited ABN 22 000 002 111 Directors' Declaration The directors of the company declare that: 1. the financial statements and notes, as set out on pages 18 to 46, are in accordance with the Corporations Act 2001 and: a. comply with Corporations Regulations 2001 and other mandatory professional reporting requirements, Accounting Standards, which, as stated in accounting policy note 2 to the financial statements, constitutes explicit and unreserved compliance with International Financial Reporting Standards (IFRS); and b. give a true and fair view of the financial position as at 30 June 2016 and of the performance for the year ended on that date of the consolidated group. 2. the Chief Executive Officer and Chief Finance Officer have each declared that as required by Section 295A: a. the financial records of the company for the financial year have been properly maintained in accordance with section 286 of the Corporations Act 2001; b. the financial statements and notes for the financial year comply with the Accounting Standards; and c. the financial statements and notes for the financial year give a true and fair view. 3. in the directors' opinion, there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable. This declaration is made in accordance with a resolution of the Board of Directors. Director .................................................................. Dated 30 September 2016 47 Greenpower Energy Limited ASX Additional Information For the Year Ended 30 June 2016 ASX Additional Information Additional information required by the ASX Limited Listing Rules and not disclosed elsewhere in this report is set out below. This information is effective as at 20 September 2016. Voting Rights Ordinary Shares On a show of hands, every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. Options No voting rights. Distribution of Equity Security Holders Holding 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,000 and over There were 1,621 holders of less than a marketable parcel of ordinary shares. 20 Largest Optionholders Pandora Nominees Pty Ltd Allison Bulseco Pheakes Pty Ltd Stacey Tomsic Suttling Family Trust Mr Stephen Menzies Mr Matthew Suttling Mr John Watts Unissued Equity Securities Options issued 45,450,000. Holders Number of Shares 174,739 860,837 1,591,070 9,044,972 688,228,358 870 290 188 261 235 1,844 699,899,976 Options Number held % of issued options 10,000,000 10,000,000 10,000,000 9,990,000 5,010,000 200,000 150,000 100,000 22.00 22.00 22.00 21.98 11.03 0.44 0.33 0.22 45,450,000 100.00 50 Greenpower Energy Limited ASX Additional Information For the Year Ended 30 June 2016 20 Largest Shareholders Pandora Nominees Pty Ltd Clairault Investments Pty Limited Golden Dawn Limited Tregeare Pty Ltd Alitime Nominees Pty Ltd Elstree Capital Pty Ltd AH Super Pty Ltd Quintero Group Limited Sacco Developments Australia Pty Limited Malcora Pty Ltd T T Nicholls Pty Ltd C N Mcdonald Pty Ltd Astron Limited Richsham Nominees Pty Ltd GAB Superannuation Fund Pty Ltd S3 Consortium Pty Ltd Mr Steven Stacey Bryson-Haynes Mr Mark Jonathan Sandford + Mr Christopher John Sandford Rimoyne Pty Ltd Allison Maree Bulseco Securities exchange The Company is listed on the Australian Securities Exchange. Ordinary shares Number held 140,000,000 33,350,000 33,333,333 28,977,516 20,000,000 17,741,948 16,666,666 16,666,666 14,666,499 11,975,992 10,375,000 10,000,000 9,513,018 9,333,333 8,819,170 8,666,666 8,333,333 7,666,666 7,500,000 7,010,030 420,595,836 % of issued shares 20.00 4.76 4.76 4.14 2.86 2.53 2.38 2.38 2.10 1.71 1.48 1.43 1.36 1.33 1.26 1.24 1.19 1.10 1.07 1.00 60.08 51 

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