Greenpower Energy Limited
ABN 22 000 002 111
Consolidated Annual Report
For the Year Ended 30 June 2018
Greenpower Energy Limited
ABN 22 000 002 111
For the Year Ended 30 June 2018
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
Corporate Governance Statement
Page
1
15
16
17
18
19
20
21
47
48
53
55
Greenpower Energy Limited
ABN 22 000 002 111
Directors' Report
30 June 2018
Your directors present their report on the Company and its controlled entities for the financial year ended 30 June
2018.
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 – Resigned 2 June 2018
Mr. Simon Peters
Mr. Matthew Suttling – Appointed 2 June 2018
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 WA State St. John Council Chairman
until 2017.
165,785,208 Ordinary Shares and 6,000,000 Unlisted Options
Chairman and Executive Director
Gerard King has been a Director of Astron Limited since 5
November 1985.
1
Greenpower Energy Limited
ABN 22 000 002 111
Directors' Report
30 June 2018
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
Nil Ordinary Shares and 2,000,000 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 2017.
Simon Peters
Qualifications
Experience
Interest in shares and
options
Special responsibilities
Other directorships in listed
entities held in the previous
three years
BEng (Mining) MAusIMM (Hons)
Simon is a highly qualified Mining Engineer and Executive
Manager with 16 years international and Australian experience
covering mining, feasibility studies, sensitive permitting and
approvals, mineral exploration, strategic planning, development
resource definition and Project development.
More recently Simon was project executive for an ASX listed
entity Astron Ltd and a Director of 3 subsidiaries including a joint
venture subsidiary involved in funding and commissioning an
African mineral sands operation and gold exploration programs.
He has gained experience in production of industrial minerals,
iron ore and gold and has held senior operational and
management positons within Rio Tinto and Henry Walker Eltin.
He holds a Bachelor of Engineering (mining) with Honors from
Federation University Australia and an unrestricted WA Quarry
Managers Certificate.
Simon is a partner of Sustainable Project Services which
provides strategic & technical management consultancy advice
to government, mining and agricultural sectors.
1,228,846 Ordinary Shares and 5,000,000 Unlisted Options
Non-Executive Director
Managing Director of E2 Metals Limited since 27 June 2017.
2
Greenpower Energy Limited
ABN 22 000 002 111
Directors' Report
30 June 2018
Information on directors continued
Matthew Suttling
Qualifications
Experience
Interest in shares and
options
Special responsibilities
Chartered Accountant, Batchelor of Economics
Mr Suttling is an experienced professional with a background as
a CFO. Mr Suttling brings experience as a CFO for a number of
ASX boards and continue to practise as a Chartered Accountant
in Public Practise.
4,515,576 Ordinary Shares and 5,000,000 Unlisted Options
Executive Director.
Other current directorships
in listed entities
Nil
3
Greenpower Energy Limited
ABN 22 000 002 111
Directors' Report
30 June 2018
Principal Activities
The principal activities of the Group during the financial year were the research and development of its Coal
to Liquid project, exploration for Lithium in Guyana and the hypersaline Brine project in the Northern Territory.
The specific activities of the Greenpower Energy Limited and its subsidiaries (“Greenpower”) during the
financial year relating to these were:
Guyana Lithium / Tantalum Project:
• During the year Greenpower funded Phases 2 and 3 within the Guyana Morabisi Project Area, for
which exploration was managed by its partner Guyana Strategic Metals Inc (“GSM”).
• Phase 3 included drilling 15 holes for 1,990 metres in the Turesi area of interest. The drilling was
largely successful and provided valuable information within the Turesi area. GSM and Greenpower are
currently discussing the implementation of the next Phase.
• With the completion of the Phase 3 commitments subsequent to year end Greenpower’s interest in
Guyana Strategic Metals Inc (Guyana Company) is expected to increase from 35% to 51% in
accordance with the Heads of Agreement.
Northern Territory – Pretoria Project:
• As at 30 June 2018 Greenpower holds 9 Exploration Licenses (EL-31459 through to EL-31466 and
EL 31496) in the Northern Territory. The initial target was to secure title in order to test underground
supercritical brine reservoirs, disclosed in previous petroleum exploration, for lithium presence.
• Greenpower had anticipated working with companies drilling in the licence areas which had been
delayed due to awaiting approvals from the Northern Territory government for gas exploration fracture
drilling. Post year end this approval has been indicated but gas exploration companies have not
indicated when any hydrocarbon exploration may recommence, enabling the company to liaise with
them on formation water extraction and testing. The company must now decide whether the cost of
holding the areas justifies the waiting indefinitely.
• Due to the delays encountered and uncertainty in relation to the future drilling the capitalised
exploration expenditure carried forward was fully impaired at 30 June 2018.
Victoria:
• As at 30 June 2018 Greenpower held an application for an Exploration License for an area situated
near Moe township, in the Latrobe Valley, Victoria. (Greenpower previously held Exploration Licenses
4500, 4877 and 5227, also in the Latrobe Valley, Victoria).
• The Group then intends to hold the new licence 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.
4
Greenpower Energy Limited
ABN 22 000 002 111
Directors' Report
30 June 2018
Coal to Liquid Project ‘CTL’:
• In November 2013 Greenpower signed a ‘research and option’ agreement with US-based
Thermaquatica Inc., to jointly test and develop the Oxidative Hydrothermal Dissolution (OHD) process
for the conversion of coal to liquids. OHD is a patented process for the conversion of coals to liquids,
the rights to which are owned by Thermaquatica Inc. The arrangement provided for 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 into extraction of
the products from the OHD liquid. On 12 May 2016 Greenpower and Thermaquatica signed off on the
conversion of the research and option agreement to an exclusive license agreement for Australia and
New Zealand.
• OHD is an environmentally friendly technology for the conversion of coal and other solid organic
material into low molecular weight, water soluble chemical products, with no greenhouse gases created
in the process. 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.
• During the year Greenpower concentrated on developing its understanding of the potential and
marketability of the bio-stimulant output from the OHD process.
- As such ongoing plant trials are being undertaken by Monash University on behalf of Greenpower.
Studies to date have confirmed that the OHD bio-stimulant fertiliser can deliver positive yield results
and the studies have concluded that the OHD bio-stimulant enhances reproductive activity in plants
that produce flower and seeds. These studies have led Greenpower to continue to focus on crop
cereal and horticultural markets.
- HRL Technology Group (‘HRL’) in Victoria have provided consulting advice with the detailed
designs and costing of an OHD pilot plant in Victoria. HRL are currently working with
Thermaquatica and Epic Process Systems in the USA on specific tests designed to further enhance
the Process Demonstration Unit being designed and anticipated to be built in the USA for operation
in Australia.
- Greenpower is working with consultants to review the project, the potential design, costings, market
scope and co-funding opportunities (including government co-funding) and in so doing the
company is working towards a clear path to commercialisation.
- Thermaquatica are assisting by continuing their research while undertaking to increase the output
quantity of liquor to cater for the increased level of testing to be carried out by HRL and the Monash
University programs amongst others.
• In undertaking a broad review of the project Greenpower is reviewing all aspects of the project to date
including scale, locations and markets.
• In order to develop the project Greenpower will need to raise finance and or issue equity to provide
sufficient funding to build the plant.
5
Greenpower Energy Limited
ABN 22 000 002 111
Directors' Report
30 June 2018
Corporate:
• During the year Greenpower engaged Xcel Capital to provide ongoing advisory services including
capital management. During the year Greenpower successfully raised $3,460,972 net of costs.
• In June 2018 Greenpower advised shareholders that it would conduct a strategic review of its battery
metal focus, various projects and management, subsequently Greenpower announced that it was
seeking ASX and shareholder approvals to consider both refreshing the Board and a proposed
acquisition in Ion Minerals Pty Ltd which would allow Greenpower to acquire Australian cobalt and
vanadium exploration projects to be voted on by shareholders on 12 October 2018.
Governance Arrangements
Greenpower 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 5 July 2018, it was announced that Greenpower was seeking to acquire high grade Australian cobalt
and vanadium focused company Ion Minerals Pty Ltd. This acquisition continues Greenpower’s focus as a
battery metals company. Due diligence on the proposed acquisition has been concluded and the acquisition
will occur once shareholder approval is obtained. Post-acquisition or as part of the acquisition, Cameron
McLean and Alistair Williams, experience mining executives will be appointed to the Greenpower board.
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.
Likely Developments and Expected Results from Operations
The Company expects to receive external recommendation for the commercialisation plan for the Coal to
Liquids project, continue to develop potential OHD markets through its Monash University programs, progress
the pilot plan and seek additional funding; determine Phase IV of the Guyana Lithium & Tantalum project;
initial exploration in the ION tenements (subject to shareholder approval) and review the Northern Territory
drilling opportunities and project.
Non-Audit Services
There were no non-audit services during the year (2017: Nil).
Auditors Independence Declaration
The lead auditors’ independence declaration for the year ended 30 June 2018 has been received and can be
found on page 15 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.
6
Greenpower Energy Limited
ABN 22 000 002 111
Directors' Report
30 June 2018
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 2017 to 30 June 2018 the directors have
assessed that there is 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 with broad experience including clients ranging from multinationals to
listed public companies, other business financial and taxation services. He is currently in Public Practice.
Business Review
Operating Results
The loss after providing for income tax amounted to $5,026,320 (2017: $2,320,120). The loss was impacted
by the Turesi exploration program in Guyana and accounting for the equity investment in GSM Guyana.
Current year exploration and tenement costs increased over the prior year as anticipated with the Turesi
drilling. Administration costs decreased to $1,069,360 (2017: $1,105,447) which was impacted by increased
consultancy support, reduced share-based payments expenses and higher costs of business.
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, 6 meetings of directors were held. Attendances by each director during the year
were as follows:
Mr Gerard King
Mr Edwin Belseco
Mr Simon Peters
Mr Matthew Suttling
Directors' Meetings
Eligible to attend Number attended
6
6
6
-
6
6
6
-
7
Greenpower Energy Limited
ABN 22 000 002 111
Directors' Report
30 June 2018
Remuneration Report (AUDITED)
The key management personnel of the Group consisted of the following directors and other persons:
- Gerard King - Executive Chairman
- Edwin Bulseco – Non-Executive Director
- Simon Peters – Non-Executive Director
- Matthew Suttling – Director/CFO/Company
Secretary
The information provided in this remuneration report has been audited as required by Section 308(3C) of the
Corporations 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.
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 and legal advisors. 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 high 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
allocated 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 can participate
in the employee option plan.
8
Greenpower Energy Limited
ABN 22 000 002 111
Directors' Report
30 June 2018
Service Agreements
Remuneration and other terms of employment for the Executive Directors and other Key Management
Personnel are formalised in a Service Agreement. The major provisions of the agreements relating to
remuneration are set out below:
Based Salary Term of agreement Notice period
Directors
Gerard King
Edwin Bulseco
Simon Peters
Matthew Suttling
$120,000
$36,000
$36,000
$84,000
Unspecified
Unspecified
Unspecified
Unspecified
Six months
Six months
Six months
Six months
Additional Conditions of the Consultancy Agreements which specify:
- The employment conditions with Greenpower and the consultant and their consulting entity;
- That the Consultant is not entitled to annual leave or long service leave entitlements; and
- Termination is dependent on with or without cause where termination payments are limited by the
Corporations Act 2001 or the ASX Listing rules to a maximum of 12 months remuneration with an
inclusive 6 month notice period or zero with cause.
Voting and Comments Made at the Company’s 2017 Annual General Meeting
The Company passed the motion approving the 2017 remuneration report with 85.36% 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
During the year 8,000,000 (2017: 23,000,000) unlisted options were issued to directors of Greenpower
Energy Limited as approved at the AGM held on 27 October 2017. No additional options over shares in
Greenpower Energy Limited were granted during the year in accordance with the Company Employee Share
Option Plan ("ESOP").
The options are issued to provide long-term incentives for executives and consultants 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.
During the year Nil (2017: 25,010,000) ordinary shares in the company were issued as a result of the exercise
of remuneration options to directors of Greenpower Energy Limited or other key management personnel of
the group.
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.
9
Gerard King
Edwin Bulseco 1.
Simon Peters 3.
Matthew Suttling
2017
Gerard King
Edwin Bulseco 1.
Timothy Wall 2.
Simon Peters 3.
Matthew Suttling
Greenpower Energy Limited
ABN 22 000 002 111
Directors' Report
30 June 2018
Details of Remuneration
Details of remuneration of the directors and key management personnel of the group are set out below:
2018
Short-term benefits
Share-based payments
Total
Post employment
benefits
Cash salary
$
Cash profit share
$
Cash bonus
$
Non-cash benefits
$
Superannuation
$
Equity
$
Options
$
120,000
33,000
36,000
72,000
261,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
22,985
22,985
22,985
22,985
$
142,985
55,985
58,985
94,985
91,940
352,940
Short-term benefits
Post employment
benefits
Share-based payments
Total
Cash salary
$
Cash profit share
$
Cash bonus
$
Non-cash benefits
$
Superannuation
$
Equity
$
Options
$
$
78,000
24,000
38,000
21,000
54,166
215,166
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
58,823
-
209,452
44,117
44,117
136,823
24,000
247,452
65,117
98,283
356,509
571,675
1. Edwin Bulseco appointed as a Director on 28 March 2017 and resigned on 2 June 2018.
2. Timothy Wall was appointed as a Director on 23 May 2016 and resigned on 28 March 2017.
3. Simon Peters was appointed as a Director on 6 December 2016.
4. Matthew Suttling was appointed as a Director on 2 June 2018. Matthew is the Company Secretary.
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
Simon Peters
Matthew Suttling
Fixed
Remuneration
%
At Risk Long
Term
Remuneration
%
84
59
61
76
16
41
39
24
10
Greenpower Energy Limited
ABN 22 000 002 111
Directors' Report
30 June 2018
Other transactions with Key Management Personnel
Greenpower has engaged Xcel Capital to provide an ongoing corporate advisory role. The corporate advisory
services mandate is on essentially the same terms as Greenpower’s previous service provider and includes
the same team. Director Edwin Bulseco is a principal of Xcel Capital, however is not engaged on the
Greenpower account. Greenpower incurred capital raising costs of $418,712 and advisory fees of $123,500
during the year. There were no other Key Management personnel related party transactions during the year.
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 2018
Directors
Gerard King
Edwin Bulseco
Simon Peters
Matthew Suttling
Balance at
beginning of
year
On exercise
of options
Net Change
Other #
Balance at
resignation
date
Balance at
end of year
163,977,516
-
75,000
3,361,730
167,414,246
-
-
-
-
-
1,807,692
-
1,153,846
1,153,846
4,115,384
- 165,785,208
-
-
1,228,846
-
-
4,515,576
- 171,529,630
# Net change other are ordinary shares issued through the share purchase plan.
Details of Options Issued During the year:
30 June 2018
Directors
Gerard King
Edwin Bulseco
Simon Peters
Matthew Suttling
Grant Date
Number
Granted
Value per
Option $
Value of
options at
grant date
Number
lapsed
during the
year
2,000,000
27 October 2017
27 October 2017
2,000,000
27 October 2017 2,000,000
27 October 2017 2,000,000
0.021
0.021
0.021
0.021
22,985
22,985
22,985
22,985
-
-
-
-
11
Greenpower Energy Limited
ABN 22 000 002 111
Directors' Report
30 June 2018
30 June 2018
Directors
Gerard King
Edwin Bulseco
Simon Peters
Matthew Suttling
Exercise
Price
Cents
Vesting and first
exercise date
Last exercise
date
0.03 27 October 2017 27 October 2020
0.03 27 October 2017 27 October 2020
0.03 27 October 2017 27 October 2020
0.03 27 October 2017 27 October 2020
The options granted in the year ended 30 June 2018 were issued and paid at $Nil and are exercisable at
as per the table below. They vested immediately.
The options have been valued using Black Scholes methodology, the Black Scholes assumptions and
details are outlined below:
Number of options in series
Underlying share price
Exercise price
Expected volatility
Option life
Expiry date
Dividend yield
Interest rate
Unlisted options
8,000,000
$0.021
$0.03
99.20%
3 years
27 October 2020
0.00%
1.64%
Options Held by KMP
Opening
Balance
Granted as
remuneration
On exercise
of options
Other #
Balance at
Resignation
Vested and
Exercisable
Vested and Un-
exercisable
Gerard King
Edwin Bulseco
Simon Peters
Matthew Suttling
4,000,000
-
3,000,000
3,000,000
2,000,000
2,000,000
2,000,000
2,000,000
10,000,000
8,000,000
-
-
-
-
-
1,538,460
-
769,230
769,230
-
(2,000,000)
-
-
7,538,460
-
5,769,230
5,769,230
3,076,920
(2,000,000)
19,076,920
-
-
-
-
-
On 27 October 2017 8,000,000 KMP Options were issued as approved by the Annual General Meeting
held on 27 October 2017.
# Directors who participated in the Share Purchase Plan were issued 2 options for each 3 ordinary shares
acquired under the Share Purchase Plan on 4 June 2018.
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. Refer above tables for the exercise price of the options.
12
Greenpower Energy Limited
ABN 22 000 002 111
Directors' Report
30 June 2018
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, as such 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 2018:
Income
Net loss before tax
Net loss after tax benefit
Share Price at end of year (cents)
Basic and diluted loss per share
2017
$
49,659
2018
$
14,391
2016
$
12,418
(5,302,286) (2,411,036) (2,873,530)
(5,026,320) (2,320,120) (2,873,530)
0.5
(0.87)
0.5
(0.04)
0.2
(0.02)
2015
$
31,042
2014
$
21,982
(806,434) (1,726,517)
(701,717) (1,726,517)
0.2
(1.87)
0.9
(0.76)
Long Term Benefits and Termination Benefits
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 2018 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.
13
Greenpower Energy Limited
ABN 22 000 002 111
Directors' Report
30 June 2018
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
Number of
Option Holders
13/10/2016
23/01/2017
23/01/2017
27/10/2017
04/06/2018
13/10/2019
01/01/2019
23/01/2020
27/10/2020
15/12/2021
1.0
2.2
2.5
3.0
1.8
85,100,000
28,400,000
10,000,000
16,000,000
185,787,108
325,287,108
61
11
1
8
195 #
276
# The options were issued as 2 options for each 3 shares acquired in the placement and share purchase plan
completed in June 2018.
Signed in accordance with a resolution of the Board of Directors:
Director: ................................................................................................................................................
Gerard King
Dated this 27 September 2018
14
AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE
CORPORATIONS ACT 2001 TO THE DIRECTORS OF GREENPOWER ENERGY
LIMITED
I declare that, to the best of my knowledge and belief during the year ended 30 June
2018 there have been:
— no contraventions of the auditor independence requirements as set out in the
Corporations Act 2001 in relation to the audit; and
— no contraventions of any applicable code of professional conduct in relation to the
audit.
William Buck Audit (WA) Pty Ltd
ABN 67 125 012 124
Conley Manifis
Director
Dated this 27th day of September 2018
Greenpower Energy Limited
ABN 22 000 002 111
Consolidated Income Statement
For the Year Ended 30 June 2018
Other income
Interest income
Occupancy costs
Administrative costs
Exploration and tenement costs
Impairment of tenements
Fair value adjustment - investments in associates
Profit (loss) before income tax
Tax 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
13
14
5
2018
$
-
14,391
(12,420)
(1,069,360)
(1,752,940)
(15,732)
(2,466,225)
2017
$
30,613
19,046
(12,420)
(1,105,447)
(1,342,828)
-
-
(5,302,286)
275,966
(2,411,036)
90,916
(5,026,320)
(2,320,120)
(5,026,320)
(2,320,120)
6
6
(0.449)
(0.449)
(0.25)
(0.25)
The above consolidated income statement should be read in conjunction
with the accompanying notes.
16
Greenpower Energy Limited
ABN 22 000 002 111
Consolidated Statement of Comprehensive Income
For the Year Ended 30 June 2018
Net loss for the year
Other comprehensive income:
Items that may be reclassified to profit or loss
Net gain on revaluation of financial assets
Reclassification adjustment on disposal of available for sale 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
2018
$
2017
$
(5,026,320)
(2,320,120)
3,333
-
3,333
-
375,785
375,785
(5,022,987)
(1,944,335)
(5,022,987)
(1,944,335)
(5,022,987)
(1,944,335)
The above consolidated statement of comprehensive income should be read in conjunction with the accompanying
notes.
17
Greenpower Energy Limited
ABN 22 000 002 111
Consolidated Statement of Financial Position
As at 30 June 2018
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
Investments accounted for using the equity method
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
2018
$
2017
$
7
8
3,421,578
334,148
3,714,845
24,569
3,755,726
3,739,414
9
10
11
13
14
33,333
757
5,547
-
12,731
30,000
1,082
8,320
340,732
-
52,368
380,134
3,808,094
4,119,548
15
481,880
208,068
481,880
208,068
-
-
481,880
208,068
3,326,214
3,911,480
16
17
18
74,126,524 69,872,680
544,313
(71,531,833) (66,505,513)
731,523
3,326,214
3,911,480
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
18
Greenpower Energy Limited
ABN 22 000 002 111
Consolidated Statement of Changes in Equity
For the Year Ended 30 June 2018
2018
Balance at 1 July 2017
Loss for the year
Revaluation
Total comprehensive income for
the year
Shares issued during the year (net of
costs)
Options issued
Contributed
Equity
$
Accumulated
Losses
$
69,872,680
-
-
(66,505,513)
(5,026,320)
-
-
(5,026,320)
4,253,844
-
-
-
Balance at 30 June 2018
74,126,524
(71,531,833)
Capital
Profits
Reserve
$
Option
Reserve
$
Financial
Assets
Reserve
$
Total
$
-
-
-
-
-
-
-
532,980
-
-
11,333
-
3,333
3,911,480
(5,026,320)
3,333
-
-
183,877
716,857
3,333
(5,022,987)
-
-
4,253,844
183,877
14,666
3,326,214
2017
Balance at 1 July 2016
Loss for the year
Revaluation
Reclassification adjustment on
disposal of available for sale assets
Total comprehensive income for
the year
Reclassification adjustment of capital
profit reserve
Shares issued during the year (net of
costs)
Options exercised
Options expired
Options issued
Contributed
Equity
$
Accumulated
Losses
$
Capital
Profits
Reserve
$
Option
Reserve
$
Financial
Assets
Reserve
$
Total
$
(75,153,671)
(2,320,120)
-
10,314,793
-
-
473,960
-
-
416,858
-
(29,740)
753,602
(2,320,120)
(29,740)
64,701,662
-
-
-
-
-
375,785
(1,944,335)
-
-
10,314,793
(10,314,793)
3,658,341
1,512,677
-
-
-
-
277,700
-
-
-
-
-
(240,477)
(277,700)
577,197
532,980
(375,785)
-
(405,525)
(2,349,860)
-
-
-
-
-
-
3,658,341
1,272,200
-
577,197
11,333
3,911,480
-
-
-
-
-
Balance at 30 June 2017
69,872,680
(66,505,513)
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
19
Greenpower Energy Limited
ABN 22 000 002 111
Consolidated Statement of Cash Flows
For the Year Ended 30 June 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Payments to suppliers and employees
Other income received
Interest received
Income tax benefit received
Net cash provided by (used in) operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of exploration assets
Purchase of investments in associates
Purchase of intangible assets
Proceeds from disposal of investments
Net cash provided by (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issue of shares and options net of transaction costs
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
2018
$
2017
$
(2,378,622)
-
14,391
-
(1,834,524)
8,402
19,046
90,916
19(a)
(2,364,231)
(1,716,160)
-
(1,386,687)
-
-
(15,732)
-
(8,320)
231,374
(1,386,687)
207,322
3,457,651
4,555,641
3,457,651
4,555,641
(293,267)
3,714,845
3,046,803
668,042
7
3,421,578
3,714,845
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
20
Greenpower Energy Limited
ABN 22 000 002 111
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2018
1 Corporate Information
The financial report of Greenpower Energy Limited for the year ended 30 June 2018 was authorised for issue
in accordance with a resolution of the Directors on 27 September 2018 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 financial assets.
(b)
Principles of Consolidation
Subsidiaries
The Group financial statements consolidate those of the Parent Company and all of its subsidiaries as
of 30 June 2018. 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.
21
Greenpower Energy Limited
ABN 22 000 002 111
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2018
(c)
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.
(d)
Other Income
Other income 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.
(e)
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.
22
Greenpower Energy Limited
ABN 22 000 002 111
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2018
(f)
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.
(g)
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.
(h)
Property, Plant and Equipment
Each class of plant and equipment is carried at cost 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
Office Furniture
3-4 Years
10 Years
23
Greenpower Energy Limited
ABN 22 000 002 111
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2018
(i)
Exploration and Evaluation Assets
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.
(j)
Intangible assets
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.
(k)
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.
(l)
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.
24
Greenpower Energy Limited
ABN 22 000 002 111
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2018
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.
(m)
Investments in Associates
Associates are entities over which the consolidated entity has significant influence but not control or
joint control. Investments in associates are accounted for using the equity method. Under the equity
method, the share of the profits or losses of the associate is recognised in profit or loss and the share
of the movements in equity is recognised in other comprehensive income. Investments in associates
are carried in the statement of financial position at cost plus post-acquisition changes in the
consolidated entity's share of net assets of the associate. Goodwill relating to the associate is included
in the carrying amount of the investment and is neither amortised nor individually tested for impairment.
Dividends received or receivable from associates reduce the carrying amount of the investment.
When the consolidated entity's share of losses in an associate equal or exceeds its interest in the
associate, including any unsecured long-term receivables, the consolidated entity does not recognise
further losses, unless it has incurred obligations or made payments on behalf of the associate.
The consolidated entity discontinues the use of the equity method upon the loss of significant influence
over the associate and recognises any retained investment at its fair value. Any difference between
the associate's carrying amount, fair value of the retained investment and proceeds from disposal is
recognised in profit or loss.
(n)
Provisions
Provisions for legal claims 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.
25
Greenpower Energy Limited
ABN 22 000 002 111
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2018
(o)
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 day payment terms.
(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)
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. At
year end an impairment has been brought to account against the carrying value being the initial cost
of Exploration Licenses acquired in the Northern Territory.
26
Greenpower Energy Limited
ABN 22 000 002 111
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2018
Key judgments - available-for-sale investments
The Group maintains a portfolio of securities with a carrying value of $33,333 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.
Key judgments - Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair
value of the equity instruments at the date at which they are granted. The fair value is determined by
using the Black-Scholes model taking into account the terms and conditions upon which the
instruments were granted. 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 period but may impact profit or loss and equity.
(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) 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 2018. 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
AASB 9
Financial
Instruments
AASB 15
Revenue from
contracts with
customers
Nature of change
Impact
AASB 9 addresses the classification, measurement and de-
recognition of financial assets and financial liabilities,
impairment of financial assets and hedge accounting.
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.
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.
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.
27
Greenpower Energy Limited
ABN 22 000 002 111
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2018
(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) Going Concern
For the year ended 30 June 2018 the Group recorded a consolidated loss of $5,026,321 (2017:
$2,320,120) and at that date the net operating cash out flows were $2,364,231 (2017: $1,716,160).
The company had net current assets of $3,273,846 (2017: $3,531,346).
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 2018 the Group had cash on hand of $3,273,846 and while well financed the Directors
anticipate significant ongoing expenditure to realise the potential of its projects. As such the Group is
likely to seek continued financial support from shareholders and stakeholders.
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.
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.
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
- Other income
2018
$
2017
$
26,590
26,590
25,090
25,090
2018
$
2017
$
22,211
8,402
30,613
-
-
-
28
Greenpower Energy Limited
ABN 22 000 002 111
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2018
5 Tax Expense / (Benefit)
(a) The major components of tax expense (benefit) comprise:
Research and development refund received/receivable
2018
$
(275,966)
2017
$
(90,916)
(275,966)
(90,916)
(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 27.5% (2017: 27.5%)
- the Group
Add/Less tax effect of:
- losses not brought to account
- Research and development refund received/receivable
Income tax attributable to parent entity
(c)
Unrecognised temporary differences
Deferred Tax Assets at 27.5%
Losses not brought to account
2018
$
2017
$
(1,458,129)
(663,035)
(1,458,129)
(663,035)
1,182,163
275,966
753,951
90,916
-
-
2018
$
2017
$
295,306
1,764,731
205,139
1,465,093
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.
29
Greenpower Energy Limited
ABN 22 000 002 111
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2018
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):
Weighted average number of ordinary shares outstanding during the year
number used in calculating:
Basic EPS
Diluted EPS
2018
$
2017
$
5,026,320
2,320,120
5,026,320
2,320,120
2018
2017
1,118,876,038 911,524,250
1,118,876,038 911,524,250
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 2018 or 2017).
The weighted average number of ordinary shares has been utilised in the calculation of basic and diluted
loss per share.
146,914,977 of potential ordinary shares have not been considered in calculating Diluted EPS as they are
anti-dilutive.
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)
2018
$
2017
$
3,262,580
158,998
3,559,004
155,841
3,421,578
3,714,845
2018
$
2017
$
3,421,578
3,714,845
3,421,578
3,714,845
The effective interest rate on short-term bank deposits was 1.55% (2017: 1.95%).
(a)
Short term deposit
Short term deposits are held as a security for various bank guarantees.
30
Greenpower Energy Limited
ABN 22 000 002 111
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2018
8
Trade and Other Receivables
CURRENT
Other receivables
(a)
Other Receivables
Note
2018
$
2017
$
8(a)
334,148
24,569
334,148
24,569
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
2018
$
2017
$
33,333
30,000
33,333
30,000
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 2018 and 30 June 2017, 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
2018
$
2017
$
33,333
30,000
33,333
30,000
2018
$
30,000
3,333
-
2017
$
268,902
(7,528)
(231,374)
33,333
30,000
31
Greenpower Energy Limited
ABN 22 000 002 111
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2018
10 Plant and Equipment
PLANT AND EQUIPMENT
Office equipment & furniture
At cost
Accumulated depreciation
Total office equipment & furniture
Total plant and equipment
(a) Movements in Carrying Amounts
2018
$
2017
$
5,796
(5,039)
757
757
5,796
(4,714)
1,082
1,082
Movement in the carrying amounts for each class of plant and equipment between the beginning and
the end of the current financial year:
Balance at 30 June 2018
Balance at the beginning of year
Additions
Depreciation expense
Balance at 30 June 2018
Balance at 30 June 2017
Balance at the beginning of year
Additions
Depreciation expense
Balance at 30 June 2017
Office
Equipment
$
1,082
-
(325)
757
1,407
-
(325)
1,082
32
Greenpower Energy Limited
ABN 22 000 002 111
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2018
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 2018
Opening balance
Additions
Amortisation
Closing value at 30 June 2018
Year ended 30 June 2017
Opening balance
Additions
Amortisation
Closing value at 30 June 2017
(b)
Intangible Assets
Note
12(b)
2018
$
2017
$
8,320
(2,773)
5,547
5,547
8,320
-
8,320
8,320
Other intangible
assets - Website
$
8,320
-
(2,773)
5,547
-
8,320
-
8,320
Intangible assets are represented by capitalised costs of the Group’s website development.
12 Controlled Entities
Principal Activity
Country of
incorporation
Percentage
Owned
2018
Percentage
Owned
2017
Subsidiaries of parent entity:
Greenpower Group Ltd
GCC Asset Holdings Pty Ltd
Northern Exploration Pty Ltd
Sawells Pty Ltd
Greengrowth Bio-Stimulants Pty Ltd Non-trading
Non-trading
Greenpower Chemicals Pty Ltd
Investment
Greenpower Guyana Pty Ltd #
Investment
Investment
Exploration NT
Coal Exploration VIC
Australia
Australia
Australia
Australia
Australia
Australia
Australia
100
100
100
100
100
100
100
# Greenpower Guyana Pty Ltd was incorporated on 4 August 2017.
100
100
100
100
100
100
-
33
Greenpower Energy Limited
ABN 22 000 002 111
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2018
13
Exploration and Evaluation Assets
NON-CURRENT
Exploration permits
Movements in Exploration and Evaluation Assets
Year ended 30 June 2018
Opening balance
Transfer to investments in associates
Impairment of Tenements
Balance at 30 June 2018
Year ended 30 June 2017
Opening balance
Additions
Impairment of Tenements
Balance at 30 June 2017
Exploration permits
Note
2018
$
2017
$
-
340,732
Exploration
permits
$
Total
$
14
340,732
(325,000)
(15,732)
340,732
(325,000)
(15,732)
-
-
-
340,732
-
340,732
-
340,732
-
340,732
Greenpower currently holds one Exploration Licence application in Victoria and 9 Exploration Licences in
the Northern Territory.
Greenpower’s partner Guyana Strategic Metals Inc hold an exploration licence in the Lithium and Tantalum
project area of Morabisi.
14 Investments accounted for using the equity method
Investment in associate
14(a)
2018
$
12,731
12,731
2017
$
-
-
34
Greenpower Energy Limited
ABN 22 000 002 111
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2018
Greenpower has accounted for its investment in Guyana Strategic Metals Inc (‘GSM’) in accordance with AASB
128 “Investments in associates” reflecting Greenpower’s equity interest in as at 30 June 2018. Greenpower’s
equity interest as at 30 June 2017 were nil and exploration costs incurred were expensed in accordance with
the Group accounting policy.
14(a) Movements in Investments in Associates
Opening balance
Acquisition costs
Acquisition costs transferred from exploration assets
Pre-investment costs
Fair value adjustment - acquisition costs
Net assets in equity investment 30 June 2018
2018
$
-
969,103
325,000
1,184,853
(2,466,225)
2017
$
-
-
-
-
12,731
-
14(b) Interests in associates are accounted for using the equity method of accounting. Information relating to
associates that are material to the consolidated entity are set up below:
Name
GSM Inc
Country of Incorporation
Guyana
2018
$
35%
2017
$
-
Summarised statement of financial position
Assets
Current assets
Non-current assets
Total Assets
Liabilities
Current liabilities
Total Liabilities
Net Assets
Loss from continuing operations
Other comprehensive income
Total comprehensive loss
Aggregate carrying amount of the Group’s interests in associates
55,712
176,808
232,520
196,146
196,146
36,374
-
385,279
12,731
-
-
-
-
-
-
-
-
-
35
Greenpower Energy Limited
ABN 22 000 002 111
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2018
15 Trade and Other Payables
CURRENT
Trade payables
Other payables
16 Issued Capital
1,455,370,361 (2017: 1,025,999,976) Ordinary Shares
2018
$
2017
$
461,460
20,420
82,525
125,543
481,880
208,068
2018
$
2017
$
74,126,524
69,872,680
74,126,524 69,872,680
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 2018
At the beginning of year
Shares issued during the year
Cost of listing shares
Balance at 30 June 2018
Year ended 30 June 2017
At the beginning of year
Shares issued during the year
Cost of listing shares
Balance at 30 June 2017
No. of shares
$
1,025,999,976
429,370,385
-
1,455,370,361
69,872,680
4,782,850
(529,006)
74,126,524
608,899,976
417,100,000
-
1,025,999,976
64,701,662
5,762,677
(591,659)
69,872,680
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.
36
Greenpower Energy Limited
ABN 22 000 002 111
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2018
16
Issued Capital (continued)
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 2018, the Group's strategy, which was
unchanged from 2017, 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.
Cash and cash equivalents
Less: payables
Net cash
Total equity
Total capital
17 Reserves
Share Based Payments Reserve
Available for Sale Asset Reserve
Share Based Payments Reserve
Opening balance
Options exercised
Options expired
Share based payments
Available for Sale Asset Reserve
Opening balance
Fair value adjustment
Reclassification adjustment on disposal of available for sale assets
Total reserves
2018
$
2017
$
3,421,578
(481,880)
3,714,845
(208,068)
2,939,698
3,326,214
3,506,777
3,911,480
386,516
404,703
2018
$
2017
$
716,857
14,666
532,980
11,333
731,523
544,313
2018
$
2017
$
532,980
-
-
183,877
473,960
(240,477)
(277,700)
577,197
716,857
532,980
11,333
3,333
-
14,666
416,858
(29,740)
(375,785)
11,333
731,523
544,313
37
Greenpower Energy Limited
ABN 22 000 002 111
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2018
17 Reserves (continued)
Capital Realisation Reserve
The capital realisation reserve records profits on revalued assets realised in prior periods.
Available for Sale Asset Reserve
The financial assets reserve recognises movements in fair value of available for sale financial assets.
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 their expiry 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.
Options at 1 July 2017
Issue of options as approved at AGM (KMP and consultants)
Issue of listed options (June 2018) – exercisable at 1.8 cents by December
2021 – attaching to share purchase and placement plans
Issue of listed broker options as approved by shareholders
Other Equity
Instruments
No
Amount Vested
to Reserve
$
123,500,000
16,000,000
532,980
183,877
165,787,180
20,000,000
-
-
325,287,180
716,857
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:
2018
Number
2018
WAEP
2017
Number
2017
WAEP
Outstanding at the beginning of the year
Granted during the year
Vested during the year
Exercised during the year
Lapsed/cancelled during the year
Forfeited during the year
Outstanding at the year end
Exercisable at the year end
23,000,000
8,000,000
-
-
-
-
31,000,000
31,000,000
0.005
0.02
-
-
-
45,450,000
23,000,000
-
(45,000,000)
(450,000)
-
23,000,000
23,000,000
0.02
0.02
-
-
-
38
Greenpower Energy Limited
ABN 22 000 002 111
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2018
17 Reserves (continued)
Weighted average remaining contractual life of share options
The weighted average remaining contractual life for the share options outstanding as at 30 June 2018 is 2.5
years (2017: 2 years).
Range of exercise price of share options
The exercise price for options outstanding at the end of the year is $0.022 to $0.03 (2017: $0.022 to $0.025).
Weighted average fair value of share options
The weighted average fair value of options granted during the year is $0.02 (2017: $0.02).
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. 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
Expiry date
Dividend yield
Interest rate
Unlisted options
8,000,000
$0.021
$0.03
99.20%
3 years
27 October 2020
0.00%
1.64%
# 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.
18 Accumulated Losses
Accumulated losses
Opening balance
Net loss for the period
Reclassification adjustments:
- Options lapsed transferred from reserves
- Reclassification adjustment of profits earned in prior periods
- Available for sale assets reserve transferred
Total
2018
$
2017
$
(66,505,513) (75,153,671)
(2,320,120)
(5,026,320)
-
-
-
277,700
10,314,793
375,785
(71,531,833) (66,505,513)
39
Greenpower Energy Limited
ABN 22 000 002 111
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2018
19 Cash Flow Information
(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
Fair value adjustment
Impairment of exploration assets
Net (gain)/loss on disposal of investments
Changes in assets and liabilities, net of the effects of purchase and
disposal of subsidiaries
Decrease/(Increase) in receivables
(Decrease)/Increase in trade payables and accruals
Net cash (outflow) from operating activities
20 Capital Commitments
Capital Expenditure Commitments
Capital expenditure commitments contracted for:
Exploration Permits (Morabisi)
Coal to Liquids
Payable:
- not later than 12 months
- between 12 months and 5 years
2018
$
(5,026,320)
2017
$
(1,944,335)
2,773
325
-
200,070
2,478,956
15,732
-
-
325
-
627,097
(375,785)
-
(22,211)
(309,579)
273,812
10,448
(11,699)
(2,364,231)
(1,716,160)
2018
$
2017
$
327,862
-
327,862
327,862
-
327,862
-
-
-
-
-
-
40
Greenpower Energy Limited
ABN 22 000 002 111
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2018
21 Related Party Transactions
(a)
(b)
(c)
Parent entity
The ultimate parent entity within the Group is Greenpower Energy Limited.
Subsidiaries
Interests in subsidiaries are set out in note 12.
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
2018
$
261,000
-
-
91,940
2017
$
215,166
-
-
356,509
352,940
571,675
(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.
- Greenpower has engaged Xcel Capital to provide an ongoing corporate advisory role. The
corporate advisory services mandate is on essentially the same terms as Greenpower’s previous
service provider and includes the same team. Director Edwin Bulseco is a principal of Xcel Capital,
however is not engaged on the Greenpower account. Greenpower incurred capital raising costs of
$418,712 (2017: $63,598) and advisory fees of $123,500 (2017: $28,500) during the year. As at
30 June 2018 $Nil was due and payable (2017: $Nil).
- There were no other Key Management personnel related party transactions during the year.
22 Contingent liabilities and contingent assets
The Group had contingent liabilities at 30 June 2018 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 2018. The total of these guarantees at 30 June 2018 was $20,000 with a financial
institution (30 June 2017: $20,000).
23 Financial Risk Management
(a)
Financial Risks
The main risks the Group is exposed to through its financial instruments are interest rate risk and
liquidity risk.
The Group manages liquidity risk by prudent monitoring of expenditure in line with available funds.
41
Greenpower Energy Limited
ABN 22 000 002 111
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2018
23
Financial Risk Management (continued)
(b)
Net Fair Values
Fair Value Measurement
The Group’s fair values of financial instruments are categorised by the following levels:
(a) quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1)
inputs other than quoted prices included within level 1 that are observable for the asset or
(b)
liability, either directly (as prices) or indirectly (derived from prices) (level 2), and
inputs for the asset or liability that are not based on observable market data (unobservable
(c)
inputs) (level 3).
(c)
Foreign Currency Risk
During the year ended 30 June 2018, as a result of a relationship with Thermaquatica Inc., a company
incorporated in the USA and its investment in Guyana (denominated in USD) the financial performance
of the Group was affected by movements in the AUD$/USD$ exchange rates. Greenpower has sort to
hedge this exposure by opening a USD account with the Commonwealth Bank, as at 30 June 2018
this account held USD $Nil (2017: $376,500).
There is no formal foreign currency management policy, however the Group monitors its foreign
currency expenditure on an ongoing basis.
As at 30 June 2018 there were foreign currency commitments of USD $510,470 (2017: USD $Nil) being
AUD $694,347. Of this balance USD $470,470 being AUD $639,552 was paid subsequent to year end.
(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 2018
23 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 2018
Trade and other payables
Year ended 30 June 2017
Trade and other payables
(f)
Price Risk
Carrying
Amount
$
Contractual
Cash flows
$
< 6 months
$
6- 12
months
$
1- 5
years
$
> 5
years
$
Total
$
481,880
481,880
481,880
481,880
481,880
481,880
208,068
208,068
208,068
208,068
208,068
208,068
-
-
-
-
-
-
-
-
-
481,880
-
-
-
481,880
208,068
208,068
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 probable exposure to price risk from an income statement perspective at reporting date
is the carrying amount of the investments.
Financial Assets
+ 50%
2018
$
16,666
16,666
2017
$
6,000
6,000
- 50%
2018
$
2017
$
(16,666)
(6,000)
(16,666)
(6,000)
43
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C
Greenpower Energy Limited
ABN 22 000 002 111
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2018
24 Segment Reporting
AASB 8 requires operating segments to be identified on the basis of internal reports about components of the
Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the
segment and to assess its performance.
The Group predominantly operates in one segment, being exploration activities. This is the basis on which
internal reports are provided to the Directors for assessing performance and determining the allocation of
resources within the Group. Following the investment in Guyana Strategic Minerals Inc in Guyana, the Group
operates in Australia and Guyana. (Guyana exploration costs were incurred via Greenpower’s exploration
partner Guyana Strategic Minerals Inc., a Canadian registered entity).
Information regarding the non-current assets by geographical location is reported below. Refer Note 27 for
segment information for Guyana in relation to revenue and profit or loss for the year ended 30 June 2018.
(a) Reconciliation of Non-current Assets by geographical location
Australia
Guyana
25 Parent Entity
2018
$
39,637
12,731
2017
$
55,134
325,000
52,368
380,134
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.
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
Share Based Payments Reserve
Total Equity
2018
$
2017
$
3,652,567
6,304
3,637,877
481,671
3,658,871
4,119,548
481,880
208,068
481,880
208,068
74,126,524 69,872,680
(71,666,390) (66,494,180)
532,980
716,857
3,176,991
3,911,480
45
Greenpower Energy Limited
ABN 22 000 002 111
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2018
25 Parent entity continued
Consolidated Income Statement
Total loss for the year
Total comprehensive loss
(5,172,119) (2,349,765)
(5,172,119) (2,349,765)
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
Pursuant to ASIC Instrument 2017/785 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.
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:
Exploration expenses payable not later than 12 months
Coal to Liquids payable not later than 12 months
2018
$
2017
$
327,862
-
327,862
-
-
-
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 16 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 2018 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 27 September 2018
47
Greenpower Energy Limited
Independent auditor’s report to members
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Greenpower Energy Limited (the Company and
its subsidiaries (the Group)), which comprises the consolidated statement of financial
position as at 30 June 2018, the consolidated income statement, consolidated
statement of comprehensive income, the consolidated statement of changes in equity
and the consolidated statement of cash flows for the year then ended, and notes to the
financial statements, including a summary of significant accounting policies and other
explanatory information, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group, is in accordance with the
Corporations Act 2001, including:
(i) giving a true and fair view of the Group’s financial position as at 30 June 2018 and
of its financial performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations
2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our
responsibilities under those standards are further described in the Auditor’s
Responsibilities for the Audit of the Financial Report section of our report. We are
independent of the Group in accordance with the auditor independence requirements of
the Corporations Act 2001 and the ethical requirements of the Accounting Professional
and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants
(the Code) that are relevant to our audit of the financial report in Australia. We have also
fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001,
which has been given to the directors of the Company, would be in the same terms if
given to the directors as at the time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 2 (v) of the financial statements which indicates that the
Company incurred a net loss before income tax of $5,026,320 and net operating cash
out flows were $2,364,231 for the year ended 30 June 2018. As stated in Note 2 (v),
these events or conditions, along with other matters set forth in Note 2 (v),
Independent auditor’s report to members (cont’d.)
indicate a material uncertainty exists that may cast significant doubt on the Company’s
ability to continue as a going concern. Our opinion is not modified in respect of this
matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial report of the current period. These matters were
addressed in the context of our audit of the financial report as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
SHARE BASED PAYMENTS
Area of focus
Refer also to note 17
The Group has entered into share-based
payment arrangements during the year.
The options were issued to provide long
term incentives for executives and
consultants to deliver long term
shareholder returns. Participation in the
plan was at the board’s discretion and no
individual has a contractual right to
participate in the plan or to receive any
guaranteed benefits.
The above arrangement required
significant judgments and estimations by
management, including the following:
— The evaluation of the grant date of
each arrangement, and the evaluation
of the fair value of the underlying
share price of the Company as at the
grant date;
— The evaluation of key inputs into the
Black Scholes option pricing model,
including the significant judgment of
the forecast volatility of the share
option over its exercise period.
The results of these share-based payment
arrangements materially affect the
disclosures.
How our audit addressed it
Our audit procedures included:
— Evaluating the grant dates based on
the terms and conditions of the
share-based payment arrangements
— Evaluating the fair values of share-
based payment arrangements by
understanding and documenting the
assumptions used.
— For the specific application of the
Black Scholes model, we assessed
the experience of the CFO in
preparing these calculations. We
retested some of the assumptions
used in the model and recalculated
those fair values using volatility
applied in the model to be
appropriately reasonable and within
industry norms.
We also reconciled the vesting of the
share-based payment arrangements to
disclosures made in both the key
management personnel compensation
note and the disclosures in the
Remuneration Report.
Independent auditor’s report to members (cont’d.)
INVESTMENT IN ASSOCIATE
Area of focus
Refer also to note 14
The group continued its exploration
activities in Guyana during the year. As
part of the Heads of Agreement with
Guyana Strategic Metals Inc., a Canadian
incorporated entity, Greenpower were
issued a 25% shareholding in Guyana
Strategic Metals Inc. ('GSM Guyana'), a
Guyanese incorporated entity, during the
year, bringing their total shareholding up to
35% on 22 January 2018.
On 22 January 2018, Greenpower began
accounting for their shareholding in GSM
Guyana as an investment in associate
using the equity accounting method.
Management have assessed the fair value
of the net asset and liabilities of the
investment in associate at the reporting
date. This resulted in a fair value
adjustment of $2,466,225 which has been
recognised in the Consolidated Income
Statement.
How our audit addressed it
Our audit procedures included the
following procedures to assess the key
assumptions used in assessing the cost of
investment and the fair value of the assets
and liabilities at the date on which the
investment in associate was acquired.
We:
— obtained and reviewed relevant
contracts related to the investment in
associate and evaluated
management’s process for
recognising the cost of investment and
the identifiable asset and liabilities;
— we compared the carrying values of
the Group's investment in associate to
the financial statements of the entity to
ensure these were accurately
reflected;
— we evaluated management's
assumptions utilised when performing
their impairment assessment at the
reporting date; and
— we ensured disclosures meet the
requirements of AASB 12 Disclosure
of Interests in Other Entities.
We concluded that recognition treatment
and impairment assessment were in
accordance with the relevant Australian
Accounting Standards.
Other Information
The directors are responsible for the other information. The other information comprises
the information in the Group’s annual report for the year ended 30 June 2018 but does
not include the financial report and the auditor’s report thereon.
Independent auditor’s report to members (cont’d.)
Our opinion on the financial report does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially
inconsistent with the financial report or our knowledge obtained in the audit or otherwise
appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have
nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report
that gives a true and fair view 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 gives a true and fair view
and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of
the Group to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the directors
either intend to liquidate the Group or to cease operations, or has no realistic alternative
but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as
a whole is free from material misstatement, whether due to fraud or error, and to issue
an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance but is not a guarantee that an audit conducted in accordance with the
Australian Auditing Standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of these financial statements is
located at the Auditing and Assurance Standards Board website at:
http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf
This description forms part of our independent auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included on pages 8 to 13 of the directors’
report for the year ended 30 June 2018.
In our opinion, the Remuneration Report of Greenpower Energy Limited, for the year
ended 30 June 2018, complies with section 300A of the Corporations Act 2001.
Responsibilities
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.
William Buck Audit (WA) Pty Ltd
ABN 67 125 012 124
Conley Manifis
C l
Director
Dated this day 27th day of September 2018
Greenpower Energy Limited
ASX Additional Information
For the Year Ended 30 June 2018
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 25 September 2018.
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
Holders
Number of
Shares
83
15
9
766
1,232
7,916
45,533
81,000
48,739,683
1,406,496,229
2,105
1,455,370,361
There were 957 holders of less than a marketable parcel of ordinary shares.
20 Largest Shareholders
Ordinary shares
Pandora Nominees Pty Ltd
Elstree Capital Pty Ltd
Mr Gangadhar Bevinakoppa
Tregeare Pty Ltd
Sacco Developments Australia Pty Limited
Xcel Capital Pty Ltd
GLM Koppa Pty Ltd
Stoj Invest Pty Ltd
HSBC Custody Nominees Australia Limited
Mrs Aynur Nihal Deniz + Mr Emre Can Deniz
V7 Investment & Development
Mr Thomas Andrew Wood
J P Morgan Nominees Australia Limited
Mrs Christina Marie Hirrell
Mrs Katie Elizabeth Reece
First One Realty Pty Ltd
Mr Niels Mosegaard + Ms Wannee Phetsakare
Bilim Pty Limited
Bontown Pty Ltd
Mr Poh Seng Tan
Volta Investments Pty Ltd
Number
held
135,653,846
43,200,000
31,000,000
30,131,362
29,531,914
27,000,000
26,000,000
17,378,926
16,623,300
16,170,000
16,153,846
14,000,000
13,785,281
13,711,538
13,708,707
12,307,869
11,000,000
10,965,607
10,500,000
10,000,000
10,000,000
% of issued
shares
9.32
2.97
2.13
2.07
2.03
1.86
1.79
1.19
1.14
1.11
1.11
0.96
0.95
0.94
0.94
0.85
0.76
0.75
0.72
0.69
0.69
508,822,196
34.96
53
Greenpower Energy Limited
ASX Additional Information
For the Year Ended 30 June 2018
Securities exchange
The Company is listed on the Australian Securities Exchange.
20 Largest Option holders
Mr Adrian Cost
Mrs Simida Cost
Sacco Developments Australia Pty Limited
Mr Alan John Flavelle
Tell Corporation Pty Ltd
Mr Daniel John Baker
EFI Management Pty Ltd
Mr Bin Liu
Xcel Capital Pty Ltd
Mr Paul Robert Dalla-Libera
Borg Geoscience Pty Ltd
Pandora Nominees Pty Ltd
Mr Domenic Marino
Goffacan Pty Ltd
Mr Simon Peters
Mr Matthew Denis Suttling
Cappafield Pty Ltd
Mr John Adrian + Mrs Judith Margaret Watts
Comsec Nominees Pty Limited
Mr Nicholas Anthony Di Maggio
Unissued Equity Securities
Total options issued 325,287,108.
Total options listed 270,887,108.
Total unlisted options 54,400,000.
Options
Number held
% of issued
options
20,000,000
18,491,017
17,570,358
12,000,000
11,333,333
10,200,000
10,000,000
8,666,666
8,000,000
7,645,735
6,000,000
6,000,000
5,049,927
5,000,000
5,000,000
5,000,000
4,500,000
4,000,000
4,000,000
3,100,000
6.15
5.68
5.40
3.69
3.48
3.14
3.07
2.66
2.46
2.35
1.84
1.84
1.55
1.54
1.54
1.54
1.38
1.23
1.23
0.95
171,557,036
52.74
54
CORPORATE GOVERNANCE STATEMENT
The Board of Greenpower Energy Limited (‘Greenpower’) is responsible for the corporate governance of the
Consolidated Entity. The Board guides and monitors the business and affairs of Greenpower on behalf of the
shareholders by whom they are elected and to whom they are accountable. This statement reports on
Greenpower’s key governance principles and practices.
1.
COMPLIANCE WITH BEST PRACTICE RECOMMENDATIONS
The Company, as a listed entity, must comply with the Corporations Act 2001 and the Australian Securities Exchange (ASX)
Listing Rules. The ASX Listing Rules require the Company to report on the extent to which it has followed the Corporate
Governance Principles and Recommendations published by the ASX Corporate Governance Council. Where a
recommendation has not been followed, that fact is disclosed, together with the reasons for the departure. For further
information on corporate governance policies adopted by the Company, refer to the corporate governance section of our
website: www.greenpowerenergy.com.au
The table below summaries the Company’s compliance with the Corporate Governance Council’s Principles and
Recommendations:
Principle #
ASX Corporate Governance Council Recommendations
Reference
Comply
Principle 1
Lay solid foundations for management and oversight
1.1 A listed entity should disclose:
2(a)
Yes
(a) the respective roles and responsibilities of its board and
management; and
(b) those matters expressly reserved to the board and those
delegated to management.
1.2 A listed entity should:
2(b), 3(b)
Yes
(a) undertake appropriate checks before appointing a person, or
putting forward to security holders a candidate for election, as a
director; and
(b) provide security holders with all material information in its
possession relevant to a decision on whether or not to elect or
re-elect a director.
1.3 A listed entity should have a written agreement with each director and
senior executive setting out the terms of their appointment.
1.4 The company secretary of a listed entity should be accountable
directly to the board, through the chair, on all matters to do with the
proper functioning of the board.
1.5 A listed entity should:
3(b)
2(f)
Yes
Yes
6(c)
Yes
(a) have a diversity policy which includes requirements for the board
or a relevant committee of the board to set measurable objectives for
achieving gender diversity and to assess annually both the objectives
and the entity’s progress in achieving them;
(b) disclose that policy or a summary of it; and
(c) disclose as at the end of each reporting period the measurable
objectives for achieving gender diversity set by the board or a
relevant committee of the board in accordance with the entity’s
diversity policy and its progress towards achieving them,
and either:
(1)
(2)
the respective proportions of men and women on the board, in
senior executive positions and across the whole organisation
(including how the entity has defined “senior executive” for
these purposes); or
if the entity is a “relevant employer” under the Workplace
Gender Equality Act, the entity’s most recent “Gender Equality
Indicators”, as defined in and published under that Act.
55
1.6 A listed entity should:
2(i), 3(b)
Yes
(a) have and disclose a process for periodically evaluating the
performance of the board, its committees and individual directors; and
(b) disclose, in relation to each reporting period, whether a
performance evaluation was undertaken in the reporting period in
accordance with that process.
1.7 A listed entity should:
(a) have and disclose a process for periodically evaluating the
performance of its senior executives; and
(b) disclose, in relation to each reporting period, whether a
performance evaluation was undertaken in the reporting period in
accordance with that process.
Principle 2
Structure the Board to add value
2.1 The board of a listed entity should:
(a) have a nomination committee which:
3(b),
Remuneration
Report
Yes
3(b)
No
(1) has at least three members, a majority of whom are
(2)
independent directors; and
is chaired by an independent director,
and disclose:
(3)
(4)
the charter of the committee;
the members of the committee; and
(5) as at the end of each reporting period, the number of times
the committee met throughout the period and the individual
attendances of the members at those meetings; or
(b) if it does not have a nomination committee, disclose that fact and
the processes it employs to address board succession issues and to
ensure that the board has the appropriate balance of skills,
knowledge, experience, independence and diversity to enable it to
discharge its duties and responsibilities effectively.
2.2 A listed entity should have and disclose a board skills matrix setting
2(b), 2(c)
Yes
out the mix of skills and diversity that the board currently has or is
looking to achieve in its membership.
2.3 A listed entity should disclose:
2(c), 2(e)
Yes
(a) the names of the directors considered by the board to be
independent directors;
interest, position, association or relationship
(b) if a director has an
of the type described in Box 2.3 (which appears on page 16 of the
ASX Recommendations and is entitled “Factors relevant to assessing
the independence of a director”) but the board is of the opinion that it
does not compromise the
independence of the director, the nature of the interest, position,
association or relationship in question and an explanation of why the
board is of that opinion; and
(c) the length of service of each director.
2.4 A majority of the board of a listed entity should be independent
2(e)
Yes
directors.
2.5 The chair of the board of a listed entity should be an independent
2(c), 2(d), 2(e)
Yes
director and, in particular, should not be the same person as the CEO
of the entity.
2.6 A listed entity should have a program for inducting new directors and
provide appropriate professional development opportunities for
directors to develop and maintain the skills and knowledge needed to
perform their role as directors effectively.
3(b)
Yes
56
Principle 3
Act ethically and responsibly
3.1 A listed entity should:
6(a)
Yes
(a) have a code of conduct for its directors, senior executives and
employees; and
(b) disclose that code or a summary of it.
Principle 4
Safeguard integrity in corporate reporting
4.1 The board of a listed entity should:
(a) have an audit committee which:
3(a)
No
(1) has at least three members, all of whom are non-executive
directors and a majority of whom are independent directors;
and
is chaired by an independent director, who is not the chair of
the board,
(2)
(3)
(4)
(5)
and disclose:
the charter of the committee;
the relevant qualifications and experience of the members of
the committee; and
in relation to each reporting period, the number of times the
committee met throughout the period and the individual
attendances of the members at those meetings; or
(b) if it does not have an audit committee, disclose that fact and the
processes it employs that independently verify and safeguard the
integrity of its corporate reporting, including the processes for the
appointment and removal of the external auditor and the rotation of
the audit engagement partner.
4.2 The board of a listed entity should, before it approves the entity’s
5(c)
Yes
financial statements for a financial period, receive from its CEO and
CFO a declaration that, in their opinion, the financial records of the
entity have been properly maintained and that the financial statements
comply with the appropriate accounting standards and give a true and
fair view of the financial position and performance of the entity and
that the opinion has been formed on the basis of a sound system of
risk management and internal control which is operating effectively.
4.3 A listed entity that has an AGM should ensure that its external auditor
4(a)
Yes
attends its AGM and is available to answer questions from security
holders relevant to the audit.
Principle 5 Make timely and balanced disclosure
5.1 A listed entity should:
4(b)
Yes
(a) have a written policy for complying with its continuous
disclosure obligations under the Listing Rules; and
(b) disclose that policy or a summary of it.
Principle 6
Respect the rights of security holders
6.1 A listed entity should provide information about itself and its
4(a), 4(b)
Yes
governance to investors via its website.
6.2 A listed entity should design and implement an investor relations program
4(a), 4(b)
Yes
to facilitate effective two-way communication with investors.
6.3 A listed entity should disclose the policies and processes it has in
4(a), 4(b)
Yes
place to facilitate and encourage participation at meetings of security
holders.
6.4 A listed entity should give security holders the option to receive
4(a), 4(b)
Yes
communications from, and send communications to, the entity and its
security registry electronically.
57
Principle 7
Recognise and manage risk
7.1 The board of a listed entity should:
3(a)
No
(a) have a committee or committees to oversee risk, each of which:
(1) has at least three members, a majority of whom are
independent directors; and
is chaired by an independent director, and disclose:
the charter of the committee;
the members of the committee; and
(2)
(3)
(4)
(5) as at the end of each reporting period, the number of times
the committee met throughout the period and the individual
attendances of the members at those meetings; or
(b) if it does not have a risk committee or committees that satisfy (a)
above, disclose that fact and the processes it employs for overseeing
the entity’s risk management framework.
7.2 The board or a committee of the board should:
(a) review the entity’s risk management framework at least annually
to satisfy itself that it continues to be sound; and
(b) disclose, in relation to each reporting period, whether such a
review has taken place.
5(a), 5(b), 5(d)
Yes
7.3 A listed entity should disclose:
3(a)
No
(a) if it has an internal audit function, how the function is structured
and what role it performs; or
(b) if it does not have an internal audit function, that fact and the
processes it employs for evaluating and continually improving the
effectiveness of its risk management and internal control processes.
7.4 A listed entity should disclose whether it has any material exposure to
economic, environmental and social sustainability risks and, if it does,
how it manages or intends to manage those risks.
5(a)
Yes
Principle 8
Remunerate fairly and responsibly
8.1 The board of a listed entity should:
(a) have a remuneration committee which:
3(b)
No
(1) has at least three members, a majority of whom are
(2)
independent directors; and
is chaired by an independent director,
and disclose:
(3)
(4)
the charter of the committee;
the members of the committee; and
(5) as at the end of each reporting period, the number of times
the committee met throughout the period and the individual
attendances of the members at those meetings; or
(b) if it does not have a remuneration committee, disclose that fact
and the processes it employs for setting the level and composition of
remuneration for directors and senior executives and ensuring that
such remuneration is appropriate and not excessive.
8.2 A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive directors
and the remuneration of executive directors and other senior
executives.
8.3 A listed entity which has an equity-based remuneration scheme should:
(a) have a policy on whether participants are permitted to enter into
transactions (whether through the use of derivatives or otherwise)
which limit the economic risk of participating in the scheme; and
(b) disclose that policy or a summary of it.
3(b),
Remuneration
Report
6(b),
Remuneration
Report
Yes
Yes
58
2.
THE BOARD OF DIRECTORS
2(a) Roles and Responsibilities of the Board
The Board is accountable to the shareholders and investors for the overall performance of the Company and takes
responsibility for monitoring the Company’s business and affairs and setting its strategic direction, establishing and
overseeing the Company’s financial position.
The Board is responsible for:
.
.
.
.
.
.
.
.
.
.
Appointing, evaluating, rewarding and if necessary the removal of the Chief Executive Officer ("CEO") and
senior management;
Development of corporate objectives and strategy with management and approving plans, new
investments, major capital and operating expenditures and major funding activities proposed by
management;
Monitoring actual performance against defined performance expectations and reviewing operating
information to understand at all times the state of the health of the Company;
Overseeing the management of business risks, safety and occupational health, environmental issues and
community development;
Satisfying itself that the financial statements of the Company fairly and accurately set out the financial
position and financial performance of the Company for the period under review;
Satisfying itself that there are appropriate reporting systems and controls in place to assure the board that
proper operational, financial, compliance, risk management and internal control process are in place and
functioning appropriately;
Approving and monitoring financial and other reporting;
Assuring itself that appropriate audit arrangements are in place;
Ensuring that the Company acts legally and responsibly on all matters and assuring itself that the
Company has adopted a Code of Conduct and that the Company practice is consistent with that Code;
and other policies; and
Reporting to and advising shareholders.
Other than as specifically reserved to the Board, responsibility for the day-to-day management of the Company’s
business activities is delegated to the CEO and senior management.
2(b) Board Composition
The Directors determine the composition of the Board employing the following principles:
.
.
.
.
.
the Board, in accordance with the Company’s constitution must comprise a minimum of three directors;
the roles of the Chairman of the Board and of the CEO should be exercised by different individuals;
the majority of the Board should comprise directors who are non-executive;
the Board should represent a broad range of qualifications, experience and expertise considered of benefit
to the Company; and
the Board must be structured in such a way that it has a proper understanding of, and competency in,
the current and emerging issues facing the Company, and can effectively review management’s decisions.
The Company’s constitution requires one-third of the directors (or the next lowest whole number) to retire by rotation
at each Annual General Meeting (AGM). The directors to retire at each AGM are those who have been longest in
office since their last election, or a Director appointed without shareholder approval. Where directors have served
for equal periods, they may agree amongst themselves or determine by ballot who will retire. A director must retire
in any event at the third AGM since he or she was last elected or re-elected. Retiring directors may offer themselves
for re-election.
A director appointed as an additional or casual director by the Board will hold office until the next AGM when they may
be re-elected. The CEO is subject to retirement by rotation. Any director appointed as an additional or casual director,
is not to be taken into account in determining the number of directors required to retire by rotation.
59
2(c) Board Membership
The Board is currently comprised of three non-executive directors and one executive director. Details of the Board
member’s experience, expertise and qualifications are set out in the Directors’ Report of the Annual Report under
the heading “Directors”.
Name
G King
C McLean
A Williams
S Peters
Position
Date Appointed
Chairman & non-executive director
4 November 1985
Managing director
Independent non-executive director
12 October 2018
12 October 2018
Independent non-executive director
6 December 2017
2(d) Chairman and CEO
The Chairman is responsible for:
.
.
.
.
.
.
leadership of the Board;
the efficient organisation and conduct of the Board’s functions;
the promotion of constructive and respectful relations between Board members and between the Board
and management;
contributing to the briefing of directors in relation to issues arising at Board meetings;
facilitating the effective contribution of all Board members; and
committing the time necessary to effectively discharge the role of the Chairman.
The CEO is responsible for:
.
.
implementing the Company’s strategies and policies; and
the day-to-day management of the Consolidated Entity’s business activities.
The Board specifies that the roles of the Chairman and the CEO that when appropriate are to be undertaken by
separate people.
2(e)
Independent Directors
The Company recognises that independent directors are important in assuring shareholders that the Board is properly
fulfilling its role and is diligent in holding senior management accountable for its performance. The Board assesses each of
the directors against specific criteria to decide whether they are in a position to exercise independent judgment.
Directors of Greenpower 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.
In making this assessment, the Board considers all relevant facts and circumstances. Relationships that the Board
will take into consideration when assessing independence are whether a director:
.
.
.
.
.
.
is a substantial shareholder of the Company or an officer of, or otherwise associated directly with,
a substantial shareholder of the Company;
is employed, or has previously been employed in an executive capacity by the Company or another group
member, and there has not been a period of at least three years between ceasing such employment and
serving on the Board;
has within the last three years been a principal of a material professional advisor or a material consultant to
the Company or another group member, or an employee materially associated with the service provided;
is a material supplier or customer of the Company or other group member, or an officer of or otherwise
associated directly or indirectly with a material supplier or customer; or
has a material contractual relationship with the Company or another group member other than as a director.
has been a director of the entity for such a period that his or her independence may have been compromised.
The Board notes that the mere fact that a director has served on a Board for a substantial period does not mean
that he or she has become too close to management to be considered not independent. The Board will regularly
assess the independence of all and any director who serves on the Board.
Family ties and cross-directorships may be relevant in considering interests and relationships which may affect
independence, and should be disclosed to the Board.
The Company does comply with ASX Recommendation 2.4, as there is a majority of non-executive directors and
there is a majority of independent directors on the Board. In accordance with the definition of independence above,
three of the directors of the Company are considered to be independent.
60
The Company maintains a mix of directors from different backgrounds with complementary skills and experience.
In recognition of the importance of independent views and the Board’s role in supervising the activities of
management the Chairman is a non-executive director.
2(f) Company Secretary
The appointment, performance, review, and where appropriate, the removal of the Company Secretary is a key
responsibility of the Board. All directors have access to the Company Secretary who is accountable directly to the
Board, through the Chairman, on all matters to do with the proper functioning of the Board.
2(g) Avoidance of Conflicts of Interest by a Director
In order to ensure that any interests of a director in a particular matter to be considered by the Board are known by
each director, each director is required by the Company to disclose any relationships, duties or interests held that may
give rise to a potential conflict. Directors are required to adhere strictly to constraints on their participation and voting
in relation to any matters in which they may have an interest and noted in the Minutes or each Directors meeting.
Directors are able to access members of the management team at any time to request relevant information.
There are procedures in place, agreed by the board, to enable directors, in furtherance of their duties, to seek
independent professional advice at the company’s expense.
2(h) Review of Board Performance
The performance of the board and each of its committees is reviewed at least annually by the Chairman. Performance
evaluations are conducted annually which involve an assessment of each board member’s performance against specific
and measurable qualitative and quantitative performance criteria. The performance criteria against which directors and
executives are assessed is aligned with the financial and non-financial objectives of Greenpower. Directors whose
performance is consistently unsatisfactory may be asked to retire.
The performance of each committee is against the requirements of their respective charters.
3.
BOARD COMMITTEES
The Board has the ability under the Company’s constitution to delegate its powers and responsibilities to
committees of the Board.
3(a) Audit and Risk Committee
The Board has not established an Audit and Risk Committee and as such the Group is not in compliance with
Principle 4.1 of the ASX Corporate Governance Council. The Board considers that the Group is not of a size, nor
are its financial affairs of such complexity to justify the formation of an audit and risk committee. The Board as a
whole undertakes the selection and proper application of accounting policies, the identification and management of
risk and the review of the operation of the internal control systems. The Board considers that the experience and
qualifications of the Board will assure the integrity of the financial statements of the Group and the independence
of the external auditor.
The Board ensures that the auditor is invited to attend all general meetings of shareholders.
The Board in lieu of an Audit and Risk Committee is responsible for:
reviewing the quality and integrity of the Group’s financial reporting to shareholders, ASX and the
i)
Australian Securities and Investments Commission;
reviewing the accounting policies, internal controls, practices and disclosures to assist the Board in making
ii)
informed decisions, with direct access to management;
iii)
reviewing the scope and outcome of external audits, with direct access to external auditors;
iv)
nominating external auditors and reviewing the adequacy of existing external audit arrangements;
v)
ensuring the independence of external auditors and reviewing any other services provided by them;
vi)
reviewing the Group’s risk management systems; and
vii)
reporting to the Board on its meetings and the results of any assessments and reviews.
The Board has ratified an Audit Policy which states the services that may or may not normally be conducted by the
Group’s external auditing firm under the following guiding principles.
External Auditor
The Company’s policy is to appoint external auditors who clearly demonstrate quality and independence.
The performance of the external auditor is reviewed annually, taking into consideration assessment of performance,
existing value and tender costs.
61
An analysis of fees paid to the external auditors, including a breakdown of fees for non-audit services, is provided
in the notes to the financial statements. It is the policy of the external auditors to provide an annual declaration of
their independence to the Board.
The external auditor is requested to attend the Annual General Meeting and be available to answer shareholder
questions about the conduct of the audit and the preparation and content of the audit report.
Internal Audit
The Company does not currently have a formal internal audit function however the Board oversee the effectiveness
of risk management and internal control.
The Board works closely with management to identify and manage operational, financial and compliance risks which
could prevent the Company from achieving its objectives. The Board actively encourages the External Auditor to raise
internal control issues, and oversees management’s timely remediation thereof.
3(b) Remuneration and Nomination Committee
Given the present size of the Group, the existing Board structure is able to meet the needs of the Group in the
examination of selection and appointment practices without the establishment of a nomination committee of the
Board as recommended under Principle 2.1 of the Corporate Governance Principles and Recommendations of the
ASX Corporate Governance Council.
Remuneration
The remuneration received by directors and executives in the current period is contained in the “Remuneration
Report” within the Directors’ Report of the Annual Report.
The Company seeks to attract and retain directors and executives with the appropriate expertise and ability to
create value for shareholders.
The remuneration structure for non-executive directors is not related to performance. The Company aims to ensure
non-executive directors receive fees which reflect their skills, responsibilities and the time commitments required to
discharge their duties; currently the non-executive directors are unpaid and supporting the Company. The Company
does not pay retirement benefits to non-executive directors (other than superannuation contributions in accordance
with its statutory superannuation obligations).
The remuneration structure for executive directors and other executives reflects the Company’s financial resources
and as such there is not currently a direct correlation between the executive’s reward and individual and Company
performance so as to seek to ensure that the Company’s remuneration policy is aligned with its long term business
objectives and the interests of shareholders and other stakeholders.
Nomination
A profile of each director is included within the Directors’ Report of the Annual Report under the heading “Directors”.
The Company has a written agreement in place with each director setting out the terms of their appointment.
The committee and the Board consider the composition of the Board at least annually, when assessing the Board’s
performance and when considering director election and re-election.
In considering whether the Board will support the election or re-election of incumbent directors, the committee considers
the skills, experience, expertise, diversity and contribution made to the Board by the director and the contribution that the
director is likely to make if elected or re-elected.
When considering appointing new directors, the committee assesses the range of skills, experience, expertise, diversity
and other attributes from which the Board would benefit and to the extent to which current directors possess such
attributes. This assessment allows the committee to provide the Board with a recommendation concerning the attributes
for a new director, such that they balance those of existing directors.
All material information that is relevant to the decision as to whether or not to elect or re-elect a director is provided
to shareholders in the explanatory notes accompanying the notice of meeting for the Annual General Meeting at
which the election or re-election is to be considered.
62
4.
TIMELY AND BALANCED DISCLOSURE
4(a) Shareholder Communication
The Company believes that all shareholders should have equal and timely access to material information about the
Company including its financial situation, performance, ownership and governance.
The Board aims to ensure that shareholders are informed of all material information relating to the Company by
communicating to shareholders through:
•
•
•
•
continuous disclosure reporting to the ASX;
its annual reports; and
media releases and other investor relations publications on the Company’s website.
The Company provides other information about itself and its governance via its website.
Two-way Communication
The Board is also mindful of the importance of not only providing information, but also enabling two-way
communication between the Company and its shareholders.
The Company encourages direct electronic contact from shareholders – the Company’s website has a “Contact Us”
section which allows shareholders to submit questions or comments. The Company’s website also allows
shareholders to register to receive information updates electronically from the Company.
The Company provides shareholder materials directly to shareholders through electronic means. A shareholder
may request a hard copy of the Company's annual report to be posted to them. Shareholders may also
communicate via electronic means with the Company’s Share Registry and may register to access personal
shareholding information and receive electronic information.
General Meetings
Shareholders are encouraged to participate in general meetings. Copies of addresses by the Chairman or CEO are
disclosed to the market and posted on the Company’s website.
At the meeting the Chairman encourages questions and comments from shareholders and seeks to ensure that
shareholders are given ample opportunity to participate.
The Company’s external auditor attends the Company’s annual general meeting to answer shareholder questions
about the conduct of the audit, the preparation and content of the audit report, the accounting policies adopted by
the Company and the independence of the auditor in relation to the conduct of the audit.
4(b) Continuous Disclosure Policy
The Company is committed to ensuring that shareholders and the market are provided with full and timely information
and that all stakeholders have equal opportunities to receive externally available information issued by the Company.
The Company’s “ASX Disclosure Policy” encourages effective communication with its shareholders by requiring
that Company announcements:
•
•
•
•
•
•
be factual and subject to internal vetting and authorisation before issue;
be made in a timely manner;
not omit material information;
be expressed in a clear and objective manner to allow investors to assess the impact of the information
when making investment decisions;
be in compliance with ASX Listing Rules continuous disclosure requirements; and
be placed on the Company’s website promptly following release.
The Company’s “ASX Disclosure Policy” reinforces the Company’s commitment to continuous disclosure and
outline management’s accountabilities and the processes to be followed for ensuring compliance.
The policy also contains guidelines on information that may be price sensitive. The Company Secretary has been
nominated as the person responsible for communications with the ASX. This role includes responsibility for ensuring
compliance with the continuous disclosure requirements with the ASX Listing Rules and overseeing and
coordinating information disclosure to the ASX.
63
5.
RECOGNISING AND MANAGING RISK
The Board is responsible for ensuring there are adequate policies in relation to risk management, compliance and
internal control systems. The Company’s policies are designed to ensure strategic, operational, legal, reputation and
financial risks are identified, assessed, effectively and efficiently managed and monitored to enable achievement of the
Company’s business objectives. Considerable importance is placed on maintaining a strong control environment.
The Company has exposure to the following risks:
.
.
.
Currency: The Company is exposed to fluctuations in the Australian dollar which can impact on expenditures
related to project development and potentially future operations. Due to the size and assets of the Company
the Board has not instigated a hedging program. The Board will continue to review the implementation of
hedging at each Board meeting to ensure it fits within the Company’s hedging policy framework and is
deemed appropriate.
Environmental: The Company is subject to, and responsible for, existing environmental liabilities
associated with its tenements as well as potential new liabilities through future mining activities.
The Company will continually monitor its ongoing environmental obligations and risks, and implement
rehabilitation and corrective actions as appropriate to remain compliant. These risks may be impacted by
change in Government policy.
Market Risk: The Company seeks to reduce investment risk by regularly monitoring the market and
considering at each Board meeting the ongoing benefits of carrying the investments or disposal.
Board Oversight of the Risk Management System
The Board is responsible for approving and overseeing the risk management system. The Board reviews, at least
annually, the effectiveness of the implementation of the risk management controls and procedures.
The principle aim of the system of internal control is the management of business risks, with a view to enhancing
the value of shareholders' investments and safeguarding assets. Although no system of internal control can provide
absolute assurance that the business risks will be fully mitigated, the internal control systems have been designed
to meet the Company's specific needs and the risks to which it is exposed.
Annually, the Board is responsible for identifying the risks facing the Company, assessing the risks and ensuring
that there are controls for these risks, which are to be designed to ensure that any identified risk is reduced to an
acceptable level.
Internal control measures currently adopted by the Board include:
.
.
monthly reporting to the Board in respect of operations and the Company’s financial position; and
regular reports to the Board by appropriate members of the management team outlining the nature of
particular risks and highlighting measures which are either in place or can be adopted to manage or mitigate
those risks.
5(a) Risk Management Roles and Responsibilities
The Board is responsible for approving and reviewing the Company’s risk management strategy and policy. Senior
management is responsible for implementing the Board approved risk management strategy and developing policies,
controls, processes and procedures to identify and manage risks in all of the Company’s activities.
The Board and Audit and Risk Committee are responsible for ensuring that management has developed and
implemented a sound system of risk management and internal control.
5(b) Chief Executive Officer and Chief Financial Officer Certification
The Chief Executive Officer and Chief Financial Officer provide to the Board written certification that in all
material respects:
.
.
.
the Company’s financial statements present a true and fair view of the Company’s financial condition and
operational results and are in accordance with relevant accounting standards;
the statement given to the Board on the integrity of the Company’s financial statements is founded on a
sound system of risk management and internal compliance and controls which implements the policies
adopted by the Board; and
the Company’s risk management and internal compliance and control system is operating efficiently and
effectively in all material respects.
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6. ETHICAL AND RESPONSIBLE DECISION MAKING
6(a) Code of Ethics and Conduct
The Board endeavours to ensure that the directors, officers and employees of the Company act with integrity and
observe the highest standards of behaviour and business ethics in relation to their corporate activities. The “Code
of Conduct” sets out the principles, practices, and standards of personal behaviour the Company expects people
to adopt in their daily business activities.
All directors, officers and employees are required to comply with the Code of Conduct. Senior managers are
expected to ensure that employees, contractors, consultants, agents and partners under their supervision are aware
of the Company’s expectations as set out in the Code of Conduct.
All directors, officers and employees are expected to:
.
.
.
.
comply with the law;
act in the best interests of the Company;
be responsible and accountable for their actions; and
observe the ethical principles of fairness, honesty and truthfulness, including prompt disclosure of potential
conflicts.
Policy Concerning Trading in Company Securities
The Company’s “Securities Trading Policy” applies to all directors, officers and employees. This policy sets out the
restrictions on dealing in securities by people who work for, or are associated with the Company and is intended to
assist in maintaining market confidence in the integrity of dealings in the Company’s securities. The policy stipulates
that the only appropriate time for a director, officer, consultant or employee to deal in the Company’s securities is when
they are not in possession of price sensitive information that is not generally available to the market.
As a matter of practice, Company shares may only be dealt with by directors and officers of the Company under
the following guidelines:
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.
.
.
no trading is permitted in the period of one month prior to the announcement to the ASX of the Company's
quarterly, half year and full year results;
guidelines are to be considered complementary to and not replace the various sections of the Corporations
Act 2001 dealing with insider trading; and
prior approval of the Chairman, or in his absence, the approval of two directors is required prior to any
trading being undertaken.
Senior management are prohibited from entering into transactions which limit the risk of participating in
unvested entitlements under any equity-based remuneration scheme.
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6(b) Policy Concerning Diversity
The Company encourages diversity in employment throughout the Company and in the composition of the Board,
as a mechanism to ensure that the Company is able to draw on a variety of skill, talent and previous experiences
in order to maximise the Company’s performance.
The Company’s “Diversity Policy” has been implemented to ensure the Company has the benefit of a diverse range
of employees with different skills, experience, age, gender, race and cultural backgrounds. The Company reports
its results on an annual basis in the Annual Report in achieving measurable targets which are set by the Board as
part of implementation of the Diversity Policy.
The table below outlines the diversity objectives established by the Board, the steps taken during the year to achieve
these objectives, and the outcomes.
Objectives
Steps Taken/Outcome
Increase the number of
women in the workforce,
including management and
at board level.
Key senior female appointments during the year include:
- Greenpower appointed nil females in managerial roles.
As at 30 June 2018, women represented 0% in the
-
Greenpower workforce (2017: 0%) and Nil at board level
(2017: Nil). Greenpower currently has 2 employees (2017:
Nil) however engages contractors a number of which are
women in senior roles.
Review gender pay gaps on an
annual basis and implement
actions to address any variances.
As a part of the annual remuneration review, the Board assesses the
performance and salaries of all key management personnel and
executive directors. Any gender pay disparities are addressed.
Provide flexible workplace
arrangements.
During the year Greenpower employed Nil employees on flexible
work arrangements (2017: Nil).
Provide career development
opportunities for every employee,
irrespective of any cultural,
gender and other differences.
Whilst Greenpower places special focus on gender diversity, career
development opportunities are equal for all employees. Employees
are encouraged to attend professional development
courses/workshops throughout the year.
Promote an inclusive culture
that treats the workforce
with fairness and respect.
Greenpower has set a zero tolerance policy against discrimination
of employees at all levels. The Company provides avenues to
employees to voice their concerns or report any discrimination. No
cases of discrimination were reported during the year (2017: Nil).
Be compliant with all
mandatory diversity
reporting requirements.
In accordance with the Australian Workplace Gender Equality Act 2012,
the Consolidated Entity has submitted a Workplace Gender Equality
Report for the 2016/2017 reporting period which is available on the
Company’s website.
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