GREENVALE ENERGY LIMITED
A.B.N. 54 000 743 555
2018
ANNUAL REPORT
GREENVALE ENERGY LIMITED
A.B.N. 54 000 743 555
TABLE OF CONTENTS
Corporate Directory
Chairman’s Letter
Review of Operations
Governance Statement
Directors’ Report
Auditor’s Independence Declaration
Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Tenement schedule
Additional Statutory Information
2
3
4
10
23
32
33
34
35
36
37
53
54
57
58
1 | G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY LIMITED
A.B.N. 54 000 743 555
CORPORATE DIRECTORY
Directory
DIRECTORS
Elias (Leo) Khouri (Chairman)
Justin Dibb (Non-Executive Director)
Phillip Shamieh (Non-Executive Director)
Vince Fayad (Executive Director)
COMPANY SECRETARY
Vince Fayad
REGISTERED OFFICE
Suite 6, Level 5, 189 Kent Street
Sydney, NSW, 2000
Ph: +61 (2) 8046 2799
SHARE REGISTRY
Link Market Services
Level 12, 680 George Street
Sydney NSW 2000
Ph: +61 (2) 8280 7111
Fax: +61 (2) 9287 0303
AUDITORS
RSM Australia Partners
Level 13, 60 Castlereagh Street
Sydney NSW 2000
STOCK EXCHANGE
Australian Securities Exchange
Level 40, Central Park
152-158 St Georges Terrace
Perth, WA 6000
ASX CODE
GRV
2| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY LIMITED
A.B.N. 54 000 743 555
CHAIRMAN’S LETTER
C
I am pleased to write to you as Chairman of Greenvale Energy Limited (“Greenvale” or “the Company”).
During the financial year, the Company engaged SRK Consulting Pty Ltd (SRK) with providing an Independent
Geologist Report (IGR) on the Company’s main undertaking asset, the Alpha tenement. A couple of pleasing
aspects came from this review and they were the high yield from the resource, at least four times the volume
of oil from one tonne of Rundle or Stuart oil shale and at least seven times the oil from one tonne of Julia
Creek oil shale and secondly that the potential to be able to extend the level of resource.
SRK have also determined a Prospective Resource in the range of 25.1 MMBbls to 50.2 MMBbls, with a mid-
point of 33.4 MMBbls This Resource, together with the above findings are pleasing and assists in the
justification of continuing work with this project.
The Company will continue work on the project and SRK have been appointed to undertake further work
between now and 31 December 2018. Further details on the results of SRK work will be outlined in an
announcement dated 17 September 2018. Suffice to say, the work undertaken is to be designed to so as to
achieve maximum value for shareholders from this project.
In addition, the Board has spent a considerable amount of their personal time to review and evaluate the
project for potential investment opportunities. The Board’s criteria has been quite specific, which is that any
amount invested must be for a certain amount and used for project and that any future investment would be
at the election of the Board of Greenvale. As outlined in this report, after spending a considerable amount of
time on reviewing projects in Ghana and Egypt projects, the Company has since withdrawn from those
opportunities. Potentially, the Ghana project could have fitted the above criteria, but it was due to the critical
due diligence issues which resulted in the withdrawing from that investment.
Your Board is committed to diversifying its interests in Greenvale, whilst at the same time pursuing its main
undertaking business undertaking, Alpha project. This strategy is considered to be important for ensuring the
future of Greenvale. The Company has announced since balance date that it was now looking at an
investment in gold project in Nevada and that the Directors are working actively to finalise this opportunity.
Since balance date, Mr Michael Povey resigned as a Director of the Company. The Board thanks Mr Povey for
his contribution to the Company.
Finally, I would like to thank the shareholders of the Company for their continued support.
Yours sincerely
Elias (Leo) Khouri
Chairman
17 September 2018
3| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY LIMITED
A.B.N. 54 000 743 555
REVIEW OF OPERATIONS
Operations
Alpha Oil Shale Deposit
Tenement details
Set out below is the tenement ownership and their status as at 30 June 2018:
Table 1: Summary of Tenement Ownership and Status
Tenement
MDL 330
Madre North EPM 25795
Percentage
ownership
99.99%
99.99%
Madre North EPM 25792
99.99%
Status
Current to 1 February 2022
Current to 21 December 2019 (surrendered post year-
end in September 2018)
Current to 2 November 2020
The tenements are all owned by Alpha Resources Pty Ltd (Alpha).
Location
The Alpha deposit is located approximately 62km south of Alpha, a small farming town in Central Queensland.
shown in Figure 1 and Table 1 below:
Past activities
Over the last 75 years the area has been explored by numerous parties over that period. As a result, significant
exploration data is available from within MDL 330 and includes:
•
•
•
68 holes with total cumulative depth of 3,251.9m;
down-hole geophysical logging on 26% of the holes; and
192 oil shale sample analyses.
4| G R V – A n n u a l R e p o r t 2 0 1 8
Figure1: Location of Alpha Project (MDL330) and EPM licence areas
GREENVALE ENERGY LIMITED
A.B.N. 54 000 743 555
REVIEW OF OPERATIONS
About Torbanite
The Alpha deposit a torbanite shale. Torbanite is one of the richest variety of oil shale known (oil yields range
from 200600l/T0M) and deposits result from the accumulation of a single species of algal remains whilst
cannel coal is another type of oil shale that is derived from the accumulation of plant remains.
Alpha torbanite deposit lies within the axis of the Glen Avon Syncline, a south-west plunging structure that
occurs on the eastern flank of the Permian Galilee Basin, which separates the Voltiguer Anticline from the
Avonmore Anticline. The deposit is part of the Permian Colinlea Sandstone, which contains 150 m of cross-
bedded sandstone with minor conglomerate, siltstone and mudstone. The lower seam crops out in Tommy
Staines Gully and, similar to the upper seam, dips at 2° - 5° to west (Hutton, 1995). The Colinlea Sandstone is
thought to be an alluvial plain deposit (Table), with the coal deposited in swamps on this plain. The torbanite
is thought to have been deposited from algae in a lacustrine environment when water entering the system
held little sediment or organic material. The richer torbanite is a dark green to grey, massive, fine-grained,
homogeneous rock, with a low specific gravity. The lower seam is graded and appears similar to cannel coal,
being dark grey to black and slightly banded.
Table 2: Stratigraphic succession of the Glen Avon area
Age
Formation
Quaternary
Qa, Qs
Cainozoic
Tertiary
Triassic
Late Permian
(Back Creek
Group)
Cz
T
Rewan Formation
(Lower part)
Rlr
Bandanna Formation
Puw
Black Alley Shale
Puc
Peawadd Formation
Pup
Lithological
description
Sand
Clayey sand
Clayey sand, pebbles, silt, mud
Unconformity
Environment of
deposition
Alluvial
Fluviatile
Fluviatile
Sand, silt, mud
Fluviatile, lacustrine
Sand, silt, mud, coal
Delta plain
Mud, clay
Lacustrine
Silt, sand
Fluviatile, lacustrine,
marine
Alluvial plain
Colinlea Sandstone
Plo
Sand, pebbles, silt, coal
(quartzose)
Unconformity
Early Permian
(Upper part of
Joe Joe Group)
Reids Dome Beds
Plj
Jericho Formation
(Upper part)
C-Pj
Source: Robins, 1981.
Silt, sand (plant fossils)
Lacustrine
Sand, silt, clay
Fluvioglacial
5| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY LIMITED
A.B.N. 54 000 743 555
REVIEW OF OPERATIONS
Figure
Figure 2 shows the surface geology of the Alpha project area:
Figure 2: Surface geology of the Alpha Project area
Source: DNRME, 2017.
Comparable oil shale volumes and yields
Hutton (1996) recognised the Alpha oil shale deposit as one of the smaller deposits with respect to total
resources, but the very high yields from the torbanite compensate for this. On a weight for weight basis, one
tonne of Alpha torbanite produces at least four times the volume of oil from one tonne of Rundle or Stuart oil
shale and at least seven times the oil from one tonne of Julia Creek oil shale. One tonne of cannel coal
produces approximately the same volume of oil as one tonne of Rundle or Stuart oil shale and slightly more oil
than one tonne of Julia Creek oil shale.
Comparative data for various oil shales demonstrates the high potential yields from the Alpha deposit is set
out below:
Table 2: Comparative data of various oil shales
Deposit
Torbanite/Coal/
Oil shale
Oil (Bbls)
Alpha
Condor
Duaringa
Julia Creek
Rundle
Stuart
Torbanite
Cannel coal
Oil shale
Oil shale
Oil shale
Oil shale
Oil shale
7*106
82*106
10*109
4*109
2*109
3*109
3*109
Green River (USA)
Oil shale
4*1012
Yield (L/t at 0% moisture)
(dry basis)
Range
50-620
50-150
50-120
50-130
50-100
50-200
50-220
45-460
Average
420
120
65
82
60
105
94
135
6| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY LIMITED
A.B.N. 54 000 743 555
REVIEW OF OPERATIONS
Source: Hutton, 1995.
Activities undertaken
During the year, the Company appointed SRK to undertake a comprehensive and detailed review of all the
available information on the Alpha oil shale project and completed an Independent Geological Report (IGR).
Following completion of this report, SRK has determined a Prospective Resource (un-risked) under the
Petroleum Resource Management System (PRMS, 2007), as shown in Table 2 below.
Table 2: Low, Mid (most likely) and High estimated in situ oil volumes, and overburden depths of the Alpha
Project Cannel Coal and Torbanite within MDL330 as at 20 March 2018
Depth of
overburden
(m)·
Area·(km2)
Lower
Upper
Oil
Mid (Bbls)
Lower Seam
Cannel coal
Mid (Bbls)
Torbanite
Mid (Bbls)
Upper Seam
Mid (Bbls)
0-25
25-50
50-70
75-100
2.76
2.85
2.00
1.10
0.00
1.63
0.23
0.16
15,263,688
3,845,353
11,418,334
0
10,396,342
7,311,048
3,085,293
1,806,633
3,466,120
3,190,833
275,288
1,921,683
1,921,683
0
496,983
94,479
Lower Seam
Oil
Mid (Bbls)
Cannel coal
(Bbls)
Torbanite
(Bbls)
Upper Seam
(Bbls)
Estimated volumes
Low
(MMBbls)
Mid
(MMBbl)s
High
(MMBbls)
31,047,832
16,268,917
14,778,915
2,395,095
Estimated in situ Total Mid Resource MDL330
33,442,928
25.1
Bbls
33.4
50.2
Note:
In situ - No losses or recovery factors applied, available data documentation and usage required.
Prospective Resource (un-risked) 99.99% attributable to the Company.
It is noted that oil shales do not contain liquid hydrocarbons or oil, as do natural petroleum source rocks. In
order to obtain oil, the oil shale has to be heated in an oxygen-free atmosphere in a vessel (retort).
The Alpha oil shale deposit consists of two seams: an upper seam of cannel coal with an average thickness of
1.12 m, and a lower seam of cannel coal containing a lens of torbanite, which has an average thickness of 1.9
m. The torbanite has a high oil shale yield resulting from the accumulation of algal remains.
Other key conclusions formed by SRK were as follows:
•
•
that based on past reports, that the exploration results are sufficient to define the basic resource
potential at the Alpha oil shale project. Further additions to the resource potential are possible.
However, the extent of the defined torbanite appears localised within MDL330. Other torbanite
bodies may be located by regional exploration; and
the continuity of the torbanite (telalginite) layer in the cannel coal appears discontinuous. The
existing core holes (mainly in MDL330) indicate that further infill drilling is warranted and that PRMS
Contingent Resources and Reserves additions could be undertaken at minimal cost after the
application of various recovery factors. The Company will evaluate this in conjunction with the
Programme of Works already agreed with the Queensland Department of Natural Resources and
Energy;
•
although an economic analysis of the project is yet to be completed, it is apparent that increasing
overburden depth in the adjacent EPMs (EPM 25792 and EPM 25795) will be a significant factor for
7| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY LIMITED
A.B.N. 54 000 743 555
REVIEW OF OPERATIONS
any future viability; and
•
Professor Hutton (1996) recognised the Alpha oil shale deposit as one of the smaller deposits with
respect to total resources. However, on a weight for weight basis, one tonne of Alpha torbanite
produces at least four times the volume of oil from one tonne of Rundle or Stuart oil shale and at
least seven times the oil from one tonne of Julia Creek oil shale.
Statement of Resources and Reserves
At this time, no statement of Resources and Reserves has been possible as the data is partially out-dated,
poorly preserved and often incomplete. For this reason, it was reclassified as an Exploration Target in terms of
the JORC Code 2012. Subsequently SRK undertook an evaluation of the Resource under PRMS which is
probability based. SRK’s estimate is equivalent to a Prospective Resource (unrisked) under PRMS (2007).
Statement of Significant Mineralization
SRK’s estimate of Prospective Resources (discovered and therefore unrisked) within MDL330are shown in the
Table below.
Low, Mid and High estimated in situ oil volumes of the Alpha project within MDL330 as at 20 March 2018
Low (MMBbls)
25.1
Mid (MMBbls)
33.4
High (MMBbls)
50.2
Note: In situ - No losses or recovery factors applied
SRK understands from reports that the exploration results are sufficient to define the basic resource potential
at the Alpha oil shale project. Further additions are possible however the extent of the defined torbanite
appears localised within MDL330. Other torbanite bodies may be located by regional exploration. The
continuity of the torbanite (telalginite) layer in the cannel coal appears discontinuous.
Competent Person Statement
The information in this announcement is based on and fairly represents information and supporting
documentation prepared by Dr Bruce McConachie a Competent Person who is a Member of The
Australasian Institute of Mining and Metallurgy, the Society of Petroleum Engineers and the American
Association of Petroleum Geologists. Dr McConachie consents to the inclusion in this annual report of the
matters based on his information in the form and context in which it appears.
Corporate Matters
Strategic direction and acquisitions
During the year, the Company assessed a number of potential investment opportunities for the purposes of
diversifying its investment strategy. In particular, two projects that were in the area of exploration of gold
were considered:
▪ Ghana
During the year, members of the Board visited Ghana to assess the merits of several gold projects in the
country. There was one particular project that was of interest and key commercial terms were reached.
Unfortunately, after considerable investment in time and effort, the project was deemed to be inappropriate
for Greenvale as there were certain due diligence obstacles arising from the review. The Company’s
8| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY LIMITED
A.B.N. 54 000 743 555
REVIEW OF OPERATIONS
announced in its June 2018 quarterly activities report, not to pursue this project.
▪
Egypt
The Board also explored a concession based in Egypt. The concession has been subject to a rock chip sampling
and trench excavation and sampling. Additionally, there has also been a geological mapping and satellite
interpretation of geological features conducted on the concession.
A proposed a joint venture with the existing vendor of the project, whereby the Company would acquire and
majority share in the project, after agreeing to making a certain investment. However, the vendor required
the Company’s commitment to extend beyond the initial investment and this commitment was considered to
be too significant. Accordingly, as announced on 17 September 2018, the Company has withdrawn from the
discussions for this project.
Cash management
The Company continues to invest the surplus funds from the sale to QER on interest bearing deposit until they
are ready for use in the operations of the Company and/or any potential acquisition or investment
opportunities.
Board changes
On the 7th August 2018, the Company announced the resignation of Mr Povey. The Company is reviewing its
requirements for a person who fits the role as technical director.
Risks
The Company is subject to a number of risks, including but not limited to the following:
•
•
•
•
•
•
•
exploration risks – there is no guarantee that the exploration activities of the Company will result in the
location of resource for sale;
there is no guarantee that the Company will achieve JORC standard on its project;
technological risk – even if resource is found, there is no guarantee that the processing of the resource
will be able to occur;
sufficient volume for commercialisation – there is no guarantee that an economic level of resource will
be found;
changes in oil prices – there is no guarantee that the oil prices will remain at the current levels and as a
result, a further decline in oil prices, will affect the economic value of the Alpha Resources project;
loss of key personnel – the loss of key personnel may affect the commercialisation of the project; and
funding risk – the commercialisation of the project is dependent upon significant funding, none of
which can be assured by the Company.
Elias Khouri
Chairman
Dated at Sydney this 17th day of September 2018.
9| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY LIMITED
A.B.N. 54 000 743 555
CORPORATE GOVERNANCE
Governance
The Board recognises the importance of establishing a comprehensive system of control and accountability as
the basis for the administration of corporate governance.
To the extent relevant and practical, the Company has adopted a corporate governance framework that is
consistent with The Corporate Governance Principles and Recommendations (4th Edition) as published by ASX
Corporate Governance Council (“Recommendations”).
The Board has adopted the following suite of corporate governance policies and procedures which are
available on the Company’s website at www.greenvaleenergy.com.
•
•
•
•
•
•
•
•
•
•
•
Board Charter
Procedures for Selection and Appointment of Directors
Code of Conduct
Securities Trading Policy
Audit Committee Charter
Continuous Disclosure Policy
Shareholder Communication Policy
Risk Management and Internal Compliance and Control
Performance Evaluation Procedures
Remuneration Committee Charter
Nomination Committee Charter
The Board is committed to administering the policies and procedures with openness and integrity, pursuing
the true spirit of corporate governance commensurate with the Company's needs.
The Company is pleased to report that its practices are largely consistent with the Recommendations of the
its compliance and departures from the
ASX Corporate Governance Council and sets out below
Recommendations for the financial year ended 30 June 2018.
In light of the Company’s size and nature, the Board considers that the current corporate governance regime is
a fit-for-purpose, efficient, practical and cost effective method of directing and managing the Company. As the
Company’s activities develop in size, nature and scope, the implementation of additional corporate
governance policies and structures will be reviewed.
10| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY LIMITED
A.B.N. 54 000 743 555
CORPORATE GOVERNANCE
PRINCIPLES AND RECOMMENDATIONS
COMPLY
(YES/NO)
EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1
A listed entity should have and disclose a
charter which sets out the respective roles
and responsibilities of the Board, the chair
and management;
a
description of those matters expressly
reserved to the Board and those delegated
to management.
includes
and
Recommendation 1.2
A listed entity should:
(a) undertake appropriate checks before
appointing a person, or putting
a
forward
candidate for election, as a Director;
and
security holders
to
(b) provide security holders with all
material information relevant to a
decision on whether or not to elect or
re-elect a Director.
Recommendation 1.3
A
listed entity should have a written
agreement with each Director and senior
executive setting out the terms of their
appointment.
Recommendation 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.
YES
YES
YES
YES
The Company has adopted a Board Charter which
complies with the guidelines prescribed by the ASX
Corporate Governance Council.
A copy of the Company’s Board Charter is available
on the Company’s website.
a) The Company undertakes appropriate checks
before appointing a person, or putting forward
to security holders a candidate for election, as
a Director, which includes at minimum a formal
face to face meeting, reference check and ASIC
search.
b) During the financial year, the shareholders of
the Company re-elected Mr Fayad and Mr
Povey as directors of the Company at the
annual general meeting held on 24 November
2017.
Each director and senior executive of the Company
is a party to a written agreement with the Company
which sets out the terms of their appointment.
The Company Secretary is accountable directly to
the Board, through the chair, on all matters to do
with the proper functioning of the Board.
11| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY LIMITED
A.B.N. 54 000 743 555
CORPORATE GOVERNANCE
PRINCIPLES AND RECOMMENDATIONS
COMPLY
(YES/NO)
EXPLANATION
Recommendation 1.5
A listed entity should:
(a) have a diversity policy which includes
NO
requirements for the Board:
(i)
to set measurable objectives
for achieving gender diversity;
and
to assess annually both the
the entity’s
objectives and
progress in achieving them;
(ii)
(b) disclose that policy or a summary or
it; and
(c) disclose as at the end of each
reporting period:
(i)
the measurable objectives for
achieving gender diversity set
by the Board
in accordance
with the entity’s diversity policy
and
towards
its progress
achieving them; and
(ii) either:
a.
b.
how
the
respective
proportions of men and
women on the Board, in
senior
executive
positions and across the
organisation
whole
the
(including
entity
defined
has
“senior executive” for
these purposes); or
the entity’s
“Gender
Equality Indicators”, as
the
defined
Workplace
Gender
Equality Act 2012.
in
in
this
regard
Council
involved
Given the current size of the Company, the
Company has not adopted a formal Diversity Policy
as the Board has determined that the benefits of
the initiatives recommended by the ASX Corporate
Governance
are
disproportionate to the costs
in the
implementation of such strategies. Further, given
the size of the Company, the setting of measurable
objectives are not likely to yield meaningful results
in the context of a company that only employs four
persons, being its Board, one of whom is also the
Company Secretary.
Instead, the Board has undertaken to adopt a
Diversity Policy in line with the recommendations of
the ASX Corporate Governance Council once the
Company employs a workforce of 20 or more
people.
Whilst the Company’s workforce remains below this
threshold, the Board will continue to drive the
Company’s diversity strategies of the Company on
an informal basis and will apply the initiatives
contained in its Diversity Policy to the extent that
the Board considers relevant and necessary.
12| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY LIMITED
A.B.N. 54 000 743 555
CORPORATE GOVERNANCE
PRINCIPLES AND RECOMMENDATIONS
Recommendation 1.6
A listed entity should:
COMPLY
(YES/NO)
YES
(a) have and disclose a process
for
periodically
the
its
performance of
committees and individual Directors;
and
the Board,
evaluating
(b) disclose in relation to each reporting
period, whether a performance
evaluation was undertaken
in the
reporting period in accordance with
that process.
Recommendation 1.7
A listed entity should:
YES
(a) have and disclose a process
for
the
periodically
performance of its senior executives;
and
evaluating
(b) disclose in relation to each reporting
period, whether a performance
evaluation was undertaken
in the
reporting period in accordance with
that process.
EXPLANATION
Secretary)
a) The Nomination Committee (the function of
which is currently performed by the full Board,
excluding Mr Fayad who also acts as the
for
Company
evaluating the performance of the Board and
individual Directors on an annual basis. The
process for this is set out in the Company’s
Performance Evaluation Procedures policy
which is available on the Company’s website.
responsible
is
b) During
financial year,
the Company
the
continually reviewed
its composition and
performance. There were no changes to the
composition of the Board during the course of
the year. However, since balance date, Mr
Povey has resigned as a Board member. The
Board
size and
composition of the Board to be appropriate in
the context of the Company’s current size and
the nature and scale of its activities.
the existing
considers
a) The Remuneration Committee (the function of
which is currently performed by the full Board,
with the exception of Mr Fayad, who acts as
is responsible for
the Company Secretary)
evaluating
senior
of
executives on an annual basis in accordance
with the Company’s Performance Evaluation
Procedures policy.
performance
the
b) During the financial year, the Board continually
monitored the performance review of the
Executive Director. The Company did not
employ any other senior executives during the
course of the year.
13| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY LIMITED
A.B.N. 54 000 743 555
CORPORATE GOVERNANCE
PRINCIPLES AND RECOMMENDATIONS
COMPLY
(YES/NO)
EXPLANATION
COMPLY (YES/NO)
that
a) Due to its size (4 members), the Board has
the
function of
the
determined
Nomination Committee
is most efficiently
carried out with full board participation, with
the exception of Mr Fayad and accordingly, the
Company has elected not to establish a
separate Nomination Committee at this stage.
As a result, the duties that would ordinarily be
assigned to the Nomination Committee under
the Nomination Committee Charter are carried
out by the full board.
A copy of the Nomination Committee Charter is
available on the Company’s website.
b) The Board devotes time at annual Board
meetings to discuss Board succession issues. All
members of the Board are involved in the
the
Company’s nomination process,
to
the
maximum extent permitted under
Corporations Act and ASX Listing Rules.
Principle 2: Structure the Board to add value
Recommendation 2.1
The Board of a listed entity should:
YES
(a) have a nomination committee which:
(i)
(ii)
has at least three members, a
majority
are
independent Directors; and
of whom
is chaired by an independent
Director,
and disclose:
(iii)
(iv)
(v)
the charter of the committee;
the members of the committee;
and
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 appropriate
the Board has
balance
experience,
skills,
independence and knowledge of the
entity to enable it to discharge its
duties and responsibilities effectively.
of
Recommendation 2.2
A listed entity should have and disclose a
Board skill matrix setting out the mix of
skills and diversity that the Board currently
its
has or
membership.
looking to achieve
in
is
NO
The Board is comprised of directors with a broad
range of technical, commercial, financial and other
skills, experience and knowledge relevant to
overseeing the business of a junior exploration
company.
The Company is considering updating the skills
matrix and in particular, appointing a technical
person. Once available, the Company will disclose
a copy of the Company’s Board skills matrix on its
website.
14| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY LIMITED
A.B.N. 54 000 743 555
CORPORATE GOVERNANCE
PRINCIPLES AND RECOMMENDATIONS
COMPLY
(YES/NO)
EXPLANATION
Recommendation 2.3
A listed entity should disclose:
YES
(a)
(a) the names of the Directors considered
independent
by the Board to be
Directors;
(b) if a Director has an interest, position,
association or relationship of the type
in Box 2.3 of the ASX
described
Corporate Governance Principles and
Recommendation (3rd Edition), but
the Board is of the opinion that it
does
the
independence of the Director, the
nature of
interest, position,
association or relationship in question
and an explanation of why the Board
is of that opinion; and
compromise
not
the
(c) the length of service of each Director
Recommendation 2.4
A majority of the Board of a listed entity
should be independent Directors.
YES
Recommendation 2.5
The Chair of the Board of a listed entity
should be an independent Director and, in
particular, should not be the same person
as the CEO of the entity.
PARTIALLY
The names of Directors considered by the
Board to be independent are as follows:
- Mr Dibb
- Mr Shamieh
The Company’s Chairman, Mr Khouri, is not
considered to be
independent due to his
substantial shareholding in the Company.
Mr Fayad
independent due to his executive role.
is also not considered to be
(b) The Board has determined the independence
of each of the Company’s Directors in line with
the guidance set out by the ASX’s Corporate
Governance Council and have not formed an
opinion contrary to those guidelines.
(c) The length of service of each Director is as
follows:
- Mr Khouri was appointed on 7 February
2011 and has served as a director for
approximately 7.5 years.
- Mr Fayad was appointed on 31 October
2014 and has served as a director for
almost 4 years; and
- Messrs Dibbs and
Shamieh were
appointed on 3 March 2016 and have
served as directors for a period of
approximately 2.5 years.
The Board is comprised of four board members,
50% of which are independent directors, with the
remaining 50% being non-independent. The Board
is, however, cognisant of the benefits of an
independent Board however, the Board is confident
it is able to effectively discharge its duties and
responsibilities with the existing structure in place.
The Company’s Chairman, Mr Khouri,
is a
substantial shareholder of the Company which
precludes him from qualifying as an independent
director under the guidelines prescribed by the ASX
Corporate Governance Council.
Despite not being independent, the Board considers
Khouri to be the most appropriate Director to act as
Chairman. The roles of the Chairman and Managing
Director are not held by the same person.
15| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY LIMITED
A.B.N. 54 000 743 555
CORPORATE GOVERNANCE
COMPLY
(YES/NO)
YES
PRINCIPLES AND RECOMMENDATIONS
Recommendation 2.6
A listed entity should have a program for
inducting new Directors and providing
appropriate professional development
opportunities for continuing Directors to
develop and maintain the skills and
knowledge needed to perform their role as
a Director effectively.
EXPLANATION
The Company has adopted a program for the
induction of new directors which is tailored to each
new Director depending on
their personal
requirements, background skills, qualifications and
experience and includes the provision of a formal
letter of appointment and an
induction pack
containing sufficient information to allow the new
Director to gain an understanding of the business of
the Company and
roles, duties and
the
responsibilities of Directors and the Executive
Team.
Principle 3: Act ethically and responsibly
Recommendation 3.1
A listed entity should:
YES
(a) have a code of conduct for
its
senior executives and
Directors,
employees; and
(b) disclose that code or a summary of it.
All Directors are encouraged to undergo continual
professional development and, subject to prior
approval by the Chairman, all Directors have access
professional
resources
to
development training to address any skills gaps
numerous
and
a) The Company has a Corporate Code of Conduct
that applies to its Directors, employees and
contractors.
b) The Company’s Corporate Code of Conduct is
available on the Company’s website.
16| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY LIMITED
A.B.N. 54 000 743 555
CORPORATE GOVERNANCE
PRINCIPLES AND RECOMMENDATIONS
COMPLY
(YES/NO)
EXPLANATION
Principle 4: Safeguard integrity in financial reporting
Recommendation 4.1
The Board of a listed entity should:
NO
(a) have an audit committee which:
(i)
(ii)
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
is not the
Director, who
chair of the Board,
and disclose:
(iii)
(iv)
(v)
charter
the
committee;
of
the
the relevant qualifications
and experience of
the
members of the committee;
and
in relation to each reporting
period, the number of times
met
committee
the
throughout the period and
the
individual attendances
of the members at those
meetings; or
(b) if
it
employs
it does not have an audit
committee, disclose that fact and the
processes
that
independently verify and safeguard
the integrity of its financial reporting,
including
the
the processes
appointment and removal of the
external auditor and the rotation of
the audit engagement partner.
for
The Board has not established an audit committee
as it believes that, given the size of the board, no
efficiencies are derived from a formal committee
structure. Notwithstanding the non-existence of the
audit committee, ultimate responsibility for the
integrity of the Company’s financial reporting rests
with the full Board. All items that would normally be
dealt with by an audit committee are dealt with at
Board meetings. Such matters include:
(a) establishment and review of internal control
frameworks within the Company;
(b) review of the financial statements, annual
report and any other financial information
distributed to shareholders or other external
stakeholders;
(c) review
of
audit
any
including
correspondence
comments on the company’s internal controls;
from auditors,
reports
and
(d) nomination of
the external auditor and
reviewing the adequacy of the scope and
quality of the annual audit and half year
review; and
(e) monitoring compliance with the Corporations
Act, ASX Listing Rules and any other regulatory
requirements.
in
The full Board
its capacity as the Audit
Committee addressed these matters at meeting
during the reporting period. Details of the directors’
attendance at the meetings are set out in the
Directors ‘Report.
However, given that the Board comprises of three
out of five non-executive persons, it is believed
that an appropriate balance of independence is in
place for such a committee.
Details of each of the directors ‘qualifications are
set
Out in the Directors ‘Report.
17| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY LIMITED
A.B.N. 54 000 743 555
CORPORATE GOVERNANCE
COMPLY
(YES/NO)
YES
EXPLANATION
that
the declaration provided
Prior to the execution of the financial statements of
the Company, the Board was provided with written
assurances
in
accordance with section 295A of the Corporations
Act was founded on a sound system of risk
is
management and
operating effectively
in
relation to the Company’s financial reporting risks.
internal control which
in all material aspects
PRINCIPLES AND RECOMMENDATIONS
Recommendation 4.2
the
entity’s
approves
The Board of a listed entity should, before
it
financial
statements for a financial period, receive
from its CEO and CFO a declaration that
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.
Recommendation 4.3
A listed entity that has an AGM should
ensure that its external auditor attends its
AGM and is available to answer questions
from security holders relevant to the audit.
YES
Principle 5: Make timely and balanced disclosure
Recommendation 5.1
A listed entity should:
YES
(a) have a written policy for complying
with
disclosure
continuous
obligations under the Listing Rules;
and
its
(b) disclose that policy or a summary of
it.
Each year, the Company’s external auditor attends
its AGM (in person or by telephone) and is available
to answer questions from security holders relevant
to the audit.
With respect to the 2017 AGM held on 24
November 2017, the Company’s auditor, attended
the meeting and made himself available for
questions.
a) The Company has adopted a Continuous
Disclosure Policy which details the processes
and procedures which have been adopted by
the Company to ensure that it complies with its
continuous disclosure obligations as required
under the ASX Listing Rules and other relevant
legislation.
b) The Continuous Disclosure Policy is available on
the Company’s website.
Principle 6: Respect the rights of security holders
Recommendation 6.1
A listed entity should provide information
about
to
investors via its website.
its governance
itself and
YES
Shareholders can access information about the
Company and
its
its governance
Constitution and adopted governance policies) from
the Company’s website on
the “Corporate
Governance” page.
(including
18| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY LIMITED
A.B.N. 54 000 743 555
CORPORATE GOVERNANCE
PRINCIPLES AND RECOMMENDATIONS
Recommendation 6.2
listed entity
A
should design and
implement an investor relations program
to
two-way
communication with investors.
effective
facilitate
COMPLY
(YES/NO)
YES
EXPLANATION
information
The Company has adopted a Shareholder
Communications Policy which aims to promote and
facilitate effective two-way communication with
investors. The Strategy outlines a range of ways in
which
to
is
shareholders, including via its website, through
announcements released to the ASX, its annual
report and general meetings. Shareholders are also
welcome to contact the Company or its registrar,
Security Transfer Registrars, via email or telephone.
communicated
Recommendation 6.3
A listed entity should disclose the policies
and processes it has in place to facilitate
and encourage participation at meetings
of security holders.
YES
Recommendation 6.4
The Company’s
Strategy policy
website.
Shareholder Communications
is available on the Company’s
Shareholders are encouraged to participate at all
GMs and AGMs of the Company by written
statement contained in every Notice of Meeting
sent to shareholders prior to each meeting.
The Company accommodates shareholders who are
unable to attend GMs or AGMS in person by
accepting votes by proxy.
At each meeting, shareholders are invited by the
Chairman to ask questions of the Company’s
external auditor and the Board.
Shareholders are also given an opportunity to ask
questions on each resolution before it is put to the
meeting.
Any material presented to shareholders at the
meeting is released to the ASX immediately prior to
the commencement of the meeting for the benefit
of those shareholders who are unable to attend in
person. The Company also announces to the ASX
the outcome of each meeting
immediately
following its conclusion.
A listed entity should give security holders
the option to receive communications
from, and send communications to, the
registry
and
entity
electronically.
security
its
YES
Shareholders have the option of electing to receive
all shareholder communications by e-mail and can
update their communication preferences with the
Company’s registrar at any time.
19| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY LIMITED
A.B.N. 54 000 743 555
CORPORATE GOVERNANCE
PRINCIPLES AND RECOMMENDATIONS
COMPLY
(YES/NO)
EXPLANATION
Principle 7: Recognise and manage risk
Recommendation 7.1
The Board of a listed entity should:
YES
(a) have a committee or committees to
oversee risk, each of which:
(i)
(ii)
has at least three members,
a majority of whom are
independent Directors; and
is chaired by an
independent Director,
and disclose:
(iii)
(iv)
(v)
the charter of the
committee;
the members of the
committee; and
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 process it
employs for overseeing the entity’s
risk management framework.
a) Due to its size (4 members), the Board has
determined that the function of the Audit
Committee is most efficiently carried out with
full board participation (excluding Mr Fayad)
and accordingly, the Company has elected not
to establish a separate Audit Committee at this
stage.
As a result, the duties that would ordinarily be
assigned to the Audit Committee under the
Audit Committee Charter are carried out by the
full board. The qualification and experience of
all the members of each of the members is set
out in the Directors’ Report which is contained
within the Company’s annual report and also
on the Company’s website.
b) Not applicable.
20| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY LIMITED
A.B.N. 54 000 743 555
CORPORATE GOVERNANCE
PRINCIPLES AND RECOMMENDATIONS
COMPLY
(YES/NO)
EXPLANATION
Recommendation 7.2
The Board or a committee of the Board
should:
YES
that
itself
to satisfy
(a) review the entity’s risk management
framework with management at least
annually
it
continues to be sound, to determine
whether there have been any changes
in the material business risks the
entity faces and to ensure that they
remain within the risk appetite set by
the Board; and
(b) disclose in relation to each reporting
period, whether such a review has
taken place.
Recommendation 7.3
A listed entity should disclose:
(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
for evaluating and
it employs
the
continually
effectiveness of its risk management
and internal control processes.
improving
Recommendation 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.
in
a) The Company monitors, evaluates and seeks to
improve
internal
its risk management and
control processes in line with the processes set
Internal
its Risk Management and
out
Compliance and Control Policy, which requires
the Board
the
consider
continually
Company’s risk management framework.
A copy of the Company’s Risk Management
and Internal Compliance and Control Policy is
available on the Company’s website.
to
In addition, the Company has a number of
other policies that directly or indirectly serve to
reduce and/or manage risk, including:
-
-
-
Continuous Disclosure Policy
Code of Conduct
Trading Policy
b) During the last financial year the Company
undertook a review of its risk management
framework, reviewing the Company’s exposure
to material risks at its regular board meetings.
The Board was satisfied that it continues to be
sound, and that the material business risks
remain within the risk appetite set by the
Board.
YES
Given the size of the Company, the Board had
determined that a formal internal audit function is
not required at this stage.
The Board regularly considers its exposures to risk
on an informal basis and remains satisfied that the
Company’s existing processes and controls are
operating effectively.
YES
The Company is exposed to environmental, political
and social sensitivities around the oil shale
extraction technologies.
Previously, a moratorium restricted the Company’s
ability to develop its oil shale tenements. Despite
having the moratorium
lifted, the Company’s
exposure to environmental and social sustainability
risks in this regard still remain.
21| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY LIMITED
A.B.N. 54 000 743 555
CORPORATE GOVERNANCE
PRINCIPLES AND RECOMMENDATIONS
COMPLY
(YES/NO)
EXPLANATION
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1
The Board of a listed entity should:
YES
(a) have a
remuneration committee
which:
(i)
has at least three members,
a majority of whom are
independent Directors; and
(ii)
is chaired by an independent
Director,
and disclose:
(iii)
(iv)
(v)
charter
the
committee;
the members
committee; and
of
the
of
the
of
period,
times
the end of each
as at
the
reporting
the
number
committee met throughout
the period and the individual
attendances of the members
at those meetings; or
that
function of
a) Due to its size (4 members), the Board has
the
the
determined
Remuneration Committee is most efficiently
carried out with full board participation,
excluding Mr Fayad and accordingly, the
Company has elected not to establish a
separate Remuneration Committee at this
stage.
As a result, the duties that would ordinarily be
assigned to the Remuneration Committee
under the Remuneration Committee Charter
are carried out by the full board.
The Remuneration Committee Charter
available on the Company’s website.
is
b) The Board devotes time at annual Board
meetings to consider the performance and
remuneration of the Managing Director in line
with its Remuneration Policy to ensure that
such remuneration
is appropriate and not
excessive.
(b) if it does not have a remuneration
committee, disclose that fact and the
processes it employs for setting the
level
of
remuneration for Directors and senior
executives and ensuring that such
remuneration is appropriate and not
excessive.
composition
and
Recommendation 8.2
the
A listed entity should separately disclose
its policies and practices regarding the
remuneration of non-executive Directors
and
remuneration of executive
Directors and other senior executives and
the different roles and
ensure
responsibilities of non-executive Directors
compared to executive Directors and other
senior executives are reflected in the level
and composition of their remuneration.
that
YES
The Company’s policies and practices regarding the
remuneration of non-executive and executive
directors and other senior employees are set out in
its Remuneration Policy under the Remuneration
Committee Charter, a copy of which is available on
the Company’s website.
22| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY LIMITED
A.B.N. 54 000 743 555
CORPORATE GOVERNANCE
COMPLY
(YES/NO)
YES
PRINCIPLES AND RECOMMENDATIONS
Recommendation 8.3
permitted
A listed entity which has an equity-based
remuneration scheme should:
(a) have a policy on whether participants
are
into
transactions (whether through the
use of derivatives or otherwise) which
of
risk
economic
limit
participating in the scheme; and
(b) disclose that policy or a summary of
enter
the
to
EXPLANATION
The full board is responsible for considering and
approving, on a case by case basis, whether scheme
into
participants
transactions
the use of
derivatives or otherwise) which limit the economic
equity-based
risk of participating
remuneration schemes of the Company.
are permitted
(whether
through
enter
any
to
in
it.
23| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY NL
A.B.N. 54 000 743 555
AUDITOR’S INDEPENDENCE STATEMENT
Directors
The Directors present this report together with the financial report of Greenvale Energy Limited (“Greenvale”
or “the Company”) and its consolidated entities (the “Group”) for the year ended 30 June 2018 and the
auditors’ report thereon.
DIRECTORS
The directors of the Company at any time during or since the end of the financial year are:
Elias Khouri (Chairman)
Justin Dibb (Non-Executive Director)
Phillip Shamieh (Non-Executive Director)
Vincent John Fayad (Executive Director)
Michael Povey (Non-Executive Director) – resigned 6 August 2018
COMPANY SECRETARY
Mr Vincent John Fayad held the position of Company Secretary at the end of the financial year. He was
appointed as the Company Secretary on 6 March 2016.
PRINCIPAL ACTIVITIES
The principal activity of the Group during the course of the year was mineral exploration activities in
Queensland and the review of suitable related technologies.
There were no significant changes in the nature of Greenvale’s principal activities during the financial year.
RESULT AND REVIEW OF OPERATIONS
The loss for the Group after income tax for the year amounted to $425,941 (2017: Loss of $516,972) and the
net assets of the Group at 30 June 2018 was $2,208,339 (2016: $2,634,280).
The loss for the year was impacted by various costs associated with the review of various projects of $71,582
as well as the impairment of tenement EPM 25795 of $48,854.
DIVIDENDS
No dividends have been paid or declared since the end of the previous financial year to the date of this report.
EVENTS SUBSEQUENT TO REPORTING DATE
Since balance date, the following matters have arisen:
-
-
-
the Company relinquished its interests the Alpha tenement in EPM 25795 in September 2018;
28,785,299 unlisted options in the Company with an exercise price of $0.10 lapsed on 31 August 2018;
and
3,100,000 unlisted options in the Company with an exercise price of $0.08 lapsed on 31 August 2018.
Apart from the above, no matters or circumstances have arisen since the end of the financial year which
significantly affected or could significantly affect the operations of the Group, the results of those operations
or the state of affairs of the Group in future financial years.
24| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY NL
A.B.N. 54 000 743 555
AUDITOR’S INDEPENDENCE STATEMENT
DIRECTORS’ MEETINGS
During the financial year, four meetings of directors were held. Attendance by each director was as follows:
Director
Board Meetings
Meetings attended
Meetings held whilst in office
Mr Khouri
Mr Povey
Mr Fayad
Mr Dibb
Mr Shamieh
4
4
5
3
2
5
5
5
5
5
DIRECTORS’ INTERESTS
At 30 June 2018, the relevant interest of each director in the shares of the consolidated entity as notified by
the Directors to the Australian Securities Exchange in accordance with s.205G(1) of the Corporations Act at the
date of this report is as follows:
ORDINARY SHARES
FULLY PAID
20,601,994
9,242,180
9,242,180
-
1,156,057
OPTIONS
6,881,720
-
-
-
1,156,057
Mr E Khouri
Mr J Dibb
Mr P Shamieh
Mr M Povey
Mr V Fayad
CORPORATE GOVERNANCE
In recognising the need for the highest standards of corporate behaviour and accountability, the directors of
Greenvale support and have adhered to the principles of Corporate Governance. Greenvale’s corporate
governance statement is contained in the Corporate Governance section of the financial report.
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
Other than described elsewhere in this report, in the opinion of the directors, there were no significant
changes in the state of affairs of the consolidated entity that occurred during the financial year.
ENVIRONMENTAL REGULATIONS
The Group’s mineral exploration activities are subject to environmental regulations under Commonwealth and
State legislation. The Group is not aware of any activity that has taken place on the leases which would give
rise to any environmental issue. The consolidated group entity is not aware of any instances of non-
compliance with the legislative requirements during the period covered by this report.
25| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY NL
A.B.N. 54 000 743 555
AUDITOR’S INDEPENDENCE STATEMENT
OPTIONS
No options were issued during the financial year. There are no unissued ordinary shares of the Company
under option at the date. The Company had 31,895,299 with exercise prices of $0.08 and $0.10 that lapsed
on the 31 August 2018.
INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITORS
The Group has not agreed to indemnify any director, officer or auditor against liabilities that may arise from
their position as director, officer or auditor of the Company except as follows:
The Company and Directors paid premiums based on normal commercial terms and conditions to insure all
Directors, officers and employees of the Company against the cost and expenses in defending claims against
the individual while performing services for the Company.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any
proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company
or any part of those proceedings.
The Group was not a party to any such proceedings during the year.
NON-AUDIT SERVICES
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year
by the auditor are outlined in note 20 to the financial statements.
The directors are satisfied that the provision of non-audit services is compatible with the general standard of
independence for auditors imposed by the Corporations Act 2001. None of the services provided by the
auditors undermine the general principles relating to auditor independence as set out in APES 110 Code of
Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board,
including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity
for the company, acting as advocate for the company or jointly sharing risks economic risks and rewards. The
nature and scope of each type of non-audit service provide means that auditor independence has not been
compromised.
OFFICERS OF THE COMPANY WHO ARE FORMER PARTNERS OF RSM AUSTRALIA PARTNERS
There are no officers of the company who are former partners of RSM Australia Partners.
INFORMATION ON DIRECTORS & COMPANY SECRETARY
MR ELIAS (LEO) KHOURI
Chairman
Mr Khouri has been involved in international financial equity markets
since 1987 through his involvement in a wide range of companies listed
on the ASX, AIM, TSX, NYSE, NASDAQ, and/or the Frankfurt Stock
Exchange.
Through Mr Khouri’s extensive experience in the equity markets he has
developed expertise in the corporate finance, advisory, capital raisings,
joint venture and farm-in negotiations for both listed and unlisted
companies.
26| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY NL
A.B.N. 54 000 743 555
AUDITOR’S INDEPENDENCE STATEMENT
Mr Khouri has provided advisory services to a number of companies
across a breadth of industries ranging from bio-technology, funds
management, telecommunications, media and entertainment, and the
mining industry.
Mr Khouri has not held any other directorships with listed companies
over the last three years.
Mr. Justin Dibb Studied Law, Banking and Finance in Queensland
Australia, following which Mr Dibb was employed by HSBC (HABA:LON)
in an advisory capacity , Mr Dibb has significant experience in the mining
and petroleum sectors and an in-depth understanding of corporate
governance, regulatory and compliance matters , Mr Dibb has a strong
record in management , transaction structuring and management of
transaction processes.
In 2011, Mr Dibb was a founding director and is the Chief Executive
Officer of Allied Resources Limited, a diversified resources company
focused on acquiring exploration and development assets in Africa.
Allied Resources holds assets in Tanzania and Ethiopia and is focused on
the development of large scale commercial gold and copper mining
operations, Mr Dibb manages a team of technical and operational
professional.
In 2004, Mr Dibb was a founding director of Dominion Petroleum
Limited (DPL:LN), during his tenure as Commercial Director, Managing
Director and Chief Executive Officer, Mr Dibb acquired Petroleum assets
across Africa. Dominion held assets in Tanzania, Uganda, Kenya and the
Democratic Republic of the Congo. Dominion was listed on the AIM
market of the London Stock Exchange
in 2006 with a market
capitalisation of US $240 million, Mr Dibb was instrumental in raising
circa US $140 million for Dominion during his tenure to fund exploration
and drilling operations. Mr Dibb resigned as Chief Executive Officer in
2010, ahead of completion of the takeover of Dominion by Ophir Energy
PLC (OPHR:LON) for US $186 million.
Mr Dibb was also the founding director and shareholder of Incipient
Holdings Limited, a boutique merchant banking firm with investments
spanning technology, telecommunications, financial services, mining and
petroleum across Africa, Asia and Australia. Mr Dibb has raised and
advised on over $1.6 billion worth of equity, debt and convertible
transactions in his career.
Mr Shamieh holds a Bachelors of Commerce Degree and a Postgraduate
Degree in Applied Finance and Investments from the Securities Institute
of Australia. He is an international mining and resources executive with
extensive experience in research, Operations, financial management and
reporting, business development and strategy, merger and acquisitions.
27| G R V – A n n u a l R e p o r t 2 0 1 8
MR JUSTIN DIBB
Non-Executive Director
MR PHILLIP SHAMIEH
Non-Executive Director
GREENVALE ENERGY NL
A.B.N. 54 000 743 555
AUDITOR’S INDEPENDENCE STATEMENT
in Tanzania and Ethiopia and
Mr Shamieh has been the Founding Director and Chief Financial Officer
of Allied Resources Limited since 2011, a diversified mining company
that holds assets
is focused on
development of large scale commercial gold and copper projects. He
was previously the Managing Director and Head of Natural Resources for
Clarksons Investment Services, a subsidiary of the world’s largest
integrated supplier of shipping services, Clarksons plc. Mr Shamieh has
also been involved with TFS Corporation (TFC,ASX), an ASX300 listed
company, for a period of 7 years in various capacities including strategic
advisor, CEO and director of their subsidiary, Gulf Natural Supply. At TFS
he was instrumental in helping restructure their balance sheet, which
included a successful US$150m Senior Secured note and has secured
more than US$350m from global institutional investors for Australia’s
largest privately funded irrigation project. Mr Shamieh started his career
in 1997 for Nestle (NESN:SIX) and worked in finance, sales and
marketing, operations and demand forecasting roles,
Mr Shamieh was also the founding director and shareholder of Incipient
Holdings Limited a boutique merchant banking firm with investments
spanning technology, telecommunications, financial services, mining and
petroleum across Africa, Asia and Australia. Mr Shamieh is regarded for
in-depth
his capital markets and supply chain expertise has an
understanding of corporate finance and strategy. He has raised and
advised on over $2billion worth of equity, debt and convertible
transactions in his career.
Mr Fayad is the sole Director and a beneficial owner of Vince Fayad &
Associates Pty Ltd and has had approximately 35 years of experience in
corporate finance, accounting and other advisory related services. He is
also a registered company auditor and tax agent. Over the last 20 years,
Mr Fayad has spent a significant amount of time advising on various
transactions that are related to the mining industry.
Mr Fayad was appointed as Company Secretary on the 3 March 2016.
Mr Fayad also previously served as the Managing Director of the
Company for the period 31 December 2008 to 6 November 2009.
Mr Fayad is currently a Director and Company Secretary of Astro
Resources NL and within the last three years was formerly a director of
Esperance Minerals Limited and Medibio Limited.
Mr Povey is a mining engineer with over 35 years worldwide experience
in the resource sector. This experience has encompassed a wide range of
commodities and included senior management positions in mining
operations and the explosives industry in Africa, North America and
Australia. During this time he has been responsible for general and mine
management, mine production, project evaluation, mine feasibility
studies and commercial contract negotiations. Mr Povey is currently a
Non-Executive Director of Surefire Resources NL (SRN). Within the last
three years Mr Povey was an Executive Director of Astro Resources NL.
28| G R V – A n n u a l R e p o r t 2 0 1 8
MR VINCE FAYAD
Executive Director & Company
Secretary
MR MICHAEL POVEY
Non-Executive Director
(ceased 6 August 2018)
GREENVALE ENERGY NL
A.B.N. 54 000 743 555
AUDITOR’S INDEPENDENCE STATEMENT
REMUNERATION REPORT (AUDITED)
This report details the nature and amount of remuneration for each key management person of the
consolidated entity. Key management personnel have authority and responsibility for planning, directing and
controlling the activities of the consolidated entity. Key management personnel comprise the Directors of the
Company and Secretary of the Company. The Company does not have any other specified executives.
Compensation levels for key management personnel and secretaries of the Company are competitively set to
attract and retain appropriately qualified and experienced directors and executives. The full Board in its
capacity as the Remuneration Committee obtains advice on the appropriateness of compensation packages of
the Company given trends in comparative companies both locally and internationally.
The remuneration policy of the Company has been designed to remunerate the directors and key management
personnel based upon their skills and contributions to the Company. The Board’s policy for determining the
nature and amount of remuneration for key management personnel of the Company is encapsulated in the
Remuneration Committee Charter.
Executive directors may be remunerated with equity incentives along with base cash payments and the
opportunity to earn a bonus payment in suitable circumstances.
Whilst Non-Executive Directors do not commonly receive performance related compensation, given the size
and nature of the Company and the involvement of the Non-Executive Directors in certain circumstances
performance related remuneration may be deemed appropriate. Directors’ fees cover all main Board activities
and membership of committees.
The relationship between remuneration and performance has been designed to ensure the Company is
appropriately resourced to meet its strategic goals within the context of the availability of capital. In
accordance with this strategy a number of key management personnel have agreed to receive remuneration
by way of equity.
Voting and comments made at the company’s 2016 Annual General Meeting (AGM)
At the 2017 AGM, 58% of the eligible votes received supported the adoption of the remuneration report for
the year ended 30 June 2018. The company did not receive any specific feedback at the AGM regarding its
remuneration practices.
Key Management
Personnel
Mr Elias Khouri
Mr Justin Dibb
Mr Phillip Shamieh
Mr Michael Povey3
Mr Vincent Fayad2
Position Held as at 30
June 2018
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
Non-Executive Director
Executive Director &
Company Secretary
Contract
Details1
-
-
-
-
is ongoing.
Contract
Contract may
be
terminated at any time
the year by
during
giving notice.
Remuneration
Incentives
n/a
n/a
n/a
n/a
n/a
$54,000 per annum.
$36,000 per annum.
$36,000 per annum.
$36,000 per annum.
$12,000 per annum for
directorship duties plus
$82,500 per annum for
the company secretarial
and accounting services
of company secretary.
29| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY NL
A.B.N. 54 000 743 555
AUDITOR’S INDEPENDENCE STATEMENT
Notes
1. Non-executive directors were appointed by a letter of appointment. Directors can retire in writing as set out in
the Constitution.
2. Mr Fayad is a Director and shareholder of Vince Fayad and Associates Pty Ltd (VFA). VFA provides the provision
of accounting, taxation, secretarial and registered office services. Up to 31 October 2017, these services were
provided by a related entity to PKF Corporate Finance (NSW) Pty Ltd, PKF Sydney Pty Ltd (PKF) under Mr Fayad’s
supervision.
3. Mr Povey ceased directorship of the Company on 6 August 2018.
Performance Rights Plan
No Performance Rights were issued or vested during the year ending 30 June 2018 (2017: Nil).
Details of Key Management Remuneration
The following tables provide detail of all the directors and key management personnel of the consolidated
entity and the nature and amount of the elements of their remuneration:
2018
Mr E Khouri
Mr J Dibb
Mr P Shamieh
Mr Fayad1
Mr Povey2
2017
Short-term Employee Benefits
Post-
employment
Benefits
Cash,
salary,
Directors
Fees
Cash
profit
share,
bonuses
Non-cash
benefits
Allow-
ances
Super-
annuation
Other
Long-
term
benefits
Termination
Benefits
Share
Based
Payments
$
54,000
36,000
36,000
94,500
36,000
256,500
$
-
-
-
-
-
-
$
-
-
-
-
-
-
$
-
-
-
-
-
-
$
-
-
-
-
-
-
$
-
-
-
-
-
-
$
-
-
-
-
-
-
$
-
-
-
-
-
-
Short-term Employee Benefits
Post-
employment
Benefits
Cash,
salary,
Directors
Fees
Cash
profit
share,
bonuses
Non-cash
benefits
Allow-
ances
Super-
annuation
Other
Long-
term
benefits
Termination
Benefits
Share
Based
Payments
Mr E Khouri
Mr J Dibb
Mr P Shamieh
Mr Fayad1
Mr Povey
$
45,000
36,000
36,000
105,913
40,000
262,913
$
-
-
-
-
-
-
$
-
-
-
-
-
-
$
-
-
-
-
-
-
$
-
-
-
-
-
-
$
-
-
-
-
-
-
$
-
-
-
-
-
-
$
-
-
-
-
-
-
Total
$
54,000
36,000
36,000
94,500
36,000
256,500
Total
$
45,000
36,000
36,000
105,913
40,000
262,913
[1] Mr Fayad is a Director and beneficial owner of VFA. VFA provides the provision of accounting, taxation, secretarial and
registered office services to the Company. Up to 31 October 2017, the services were provided PKF, under Mr Fayad’s
supervision.
[2] Mr Povey ceased directorship of the Company on 6 August 2018.
The following tables provide detail of the shareholdings, options and performance rights held by directors and
key management personnel of the consolidated entity:
30| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY NL
A.B.N. 54 000 743 555
AUDITOR’S INDEPENDENCE STATEMENT
30 June 2018
Number of Fully Paid Ordinary Shares Held by Key Management Personnel:
Key Management
Person
Balance
1.7.2017
Received as
Compensation
Options
Exercised
Net Change
Other
Balance on
Appointment/
Resignation
Balance
30.6.2018
Mr Khouri
Mr Dibb
Mr Shamieh
Mr Povey
Mr Fayad
20,601,994
9,242,180
9,242,180
-
1,156,057
40,242,411
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
20,601,994
9,242,180
9,242,180
-
1,156,057
40,242,411
30 June 2018
Number of Options Held by Key Management Personnel
Key
Management
Person
Mr Khouri
Mr Fayad
Mr Povey
Mr Dibb
Mr Shamieh
Balance
1.7.2017
Granted as
Compensa-
tion
Options
Exercised
Net Change
Other(i)
Balance on
Resignation/
appointment
Balance
30.6.2018
Total Vested
30.6.2018
6,881,720
1,156,057
-
-
-
8,037,777
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
30 June 2017
Number of Options Held by Key Management Personnel
Key
Management
Person
Mr Khouri
Mr Fayad
Mr Povey
Mr Dibb
Mr Shamieh
Balance
1.7.2016
Granted as
Compensa-
tion
Options
Exercised
Net Change
Other(i)
Balance on
Resignation/
appointment
Balance
30.6.2018
Total Vested
30.6.2018
6,881,720
1,156,057
-
-
-
8,037,777
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Total
Exercisable
30.6.2018
6,881,720
1,156,057
-
-
-
8,037,777
Total
Exercisable
30.6.2017
6,881,720
1,156,057
-
-
-
8,037,777
AUDITOR INDEPENDENCE
The lead auditor’s independence declaration has been received and forms part of the directors’ report for the
financial year ended 30 June 2018.
Signed in accordance with a resolution of the directors
Elias Khouri
Chairman
Dated at Sydney 17 September 2018
31| G R V – A n n u a l R e p o r t 2 0 1 8
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Greenvale Energy Limited and its controlled entities for the
year ended 30 June 2018, I declare that, to the best of my knowledge and belief, there have been no
contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii)
any applicable code of professional conduct in relation to the audit.
RSM AUSTRALIA PARTNERS
C J Hume
Partner
Sydney, NSW
Dated: 17 September 2018
32| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY NL
A.B.N. 54 000 743 555
CONSOLIDATED STATEMEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2018
Income
Note
Consolidated
2018
$
Consolidated
2017
$
Administrative expenses
RESULTS FROM CONTINUING
OPERATIONS
Financial income
NET FINANCIAL INCOME
Exploration and impairment charges
LOSS BEFORE INCOME TAX FROM
CONTINUING OPERATIONS
3
2
4
(409,923)
(509,192)
(409,923)
(509,192)
32,836
32,836
(48,854)
42,220
42,220
(50,000)
(425,941)
(516,972)
Income tax benefit
5(a)
-
-
LOSS AFTER INCOME TAX FOR THE
YEAR
(425,941)
(516,972)
COMPREHENSIVE LOSS FOR THE YEAR
(425,941)
(516,972)
Basic loss per share (cents)
Diluted loss per share (cents)
7
7
(0.46)
(0.46)
(0.55)
(0.55)
This statement is to be read in conjunction with the notes to the financial statements.
33| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY NL
A.B.N. 54 000 743 555
CONSOLIDATED STATEMEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2018
Financial
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Exploration and evaluation
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
Note
15(b)
8
9
10
11
12
Consolidated
2018
$
Consolidated
2017
$
1,361,984
27,124
1,389,158
927,682
927,682
1,828,749
29,641
1,858,390
835,562
835,562
2,316,840
2,693,953
108,501
108,501
108,501
59,671
59,671
59,671
2,208,339
2,634,280
12,746,247
23,945
(10,516,853)
12,746,247
23,945
(10,135,912)
2,208,339
2,634,280
This statement is to be read in conjunction with the notes to the financial statements.
34| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY NL
A.B.N. 54 000 743 555
CONSOLIDATED STATEMEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2018
Equity
Issued Capital
$
Options
Reserve
$
Accumulated
Losses
$
Total
Equity
$
Balance as at 1 July 2016
Net loss for the year
Other comprehensive
income, net of income tax
Total comprehensive income
Share options issued
Balance as at 30 June 2017
12,746,247
-
-
-
12,746,247
Net loss for the year
Total comprehensive income
-
-
23,945
-
-
-
-
23,945
-
-
(9,618,940)
(516,972)
-
(516,972)
-
(10,135,912)
(425,941)
(425,941)
3,151,252
(516,972)
-
(516,972)
-
2,634,280
(425,941)
(425,941)
Balance as at 30 June 2018
12,746,247
23,945
(10,516,853)
2,208,339
This statement is to be read in conjunction with the notes to the financial statements.
35| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY NL
A.B.N. 54 000 743 555
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2018
Cash
Note
Consolidated
2018
$
Consolidated
2017
$
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received
Payments to suppliers and employees
NET CASH USED IN OPERATING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for exploration expenditure
Option fee for proposed acquisition
NET CASH PROVIDED BY /(USED IN)
INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVIES
Net proceeds from borrowings
Capital raisings
NET CASH (USED)/PROVIDED FROM
FINANCING ACTIVITIES
33,607
(314,539)
46,084
(560,447)
15(a)
(280,932)
(514,363)
(185,833)
-
(127,890)
(50,000)
(185,833)
(177,890)
-
-
-
-
-
-
Net (decrease)/increase in cash held
Cash at the beginning of the financial year
CASH AT THE END OF THE FINANCIAL YEAR
15(b)
(466,765)
1,828,749
1,361,984
(692,253)
2,521,002
1,828,749
This statement is to be read in conjunction with the notes to the financial statements.
36| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY NL
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Notes
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
This financial report for the year ended 30 June 2018 of consists of Greenvale Energy NL (the Company) and its
controlled subsidiaries (the Group or Consolidated Entity).
Greenvale is a company limited by shares incorporated in Australia whose shares are publicly traded on the
Australian Securities Exchange.
The financial statements were authorised for issue on 17 September 2018 by the directors of the Company.
A. BASIS OF PREPARATION
The financial report is a general purpose financial report which has been prepared in accordance with
Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements
of the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The Group is a for profit
entity for financial reporting purposes under Australian Accounting Standards.
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a
financial report containing relevant and reliable information about transactions, events and conditions.
Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply
with International Financial Reporting Standards.
The financial report has been prepared on an accrual basis and is based on historical costs, modified, where
applicable, by the measurement at fair value of selected non-current assets, financial assets and financial
liabilities. Material accounting policies adopted in preparation of this financial report are presented below and
have been consistently applied unless otherwise stated.
The financial statements are presented in Australian dollars which is the Company’s functional and
presentation currency.
B. GOING CONCERN
The financial statements have been prepared on the going concern basis, which contemplates continuity of
normal business activities and the realisation of assets and discharge of liabilities in the normal course of
business.
C. PRINCIPLES OF CONSOLIDATION
The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by the
Company at the end of the reporting period. A controlled entity is any entity over which the Company has the
ability and right to govern the financial and operating policies so as to obtain benefits from the entity’s
activities.
In preparing the consolidated financial statements, all inter-group balances and transactions between entities
in the consolidated group have been eliminated in full on consolidation.
Where controlled entities have entered or left the consolidated entity during the year, the financial
performance of those entities is included only for the period of the year that they were controlled.
37| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY NL
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
D.
INCOME TAX
Income tax expense comprises current and deferred tax. Income tax expense is recognised in profit or loss
except to the extent that it relates to items recognised directory in equity, in which case it is recognised in
equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or
substantively enacted at the reporting date. Current tax liabilities / (assets) are therefore measured at the
amounts expected to be paid to / (recovered from) the relevant taxation authority. Deferred tax expense
reflects movements in deferred tax asset and liability balances during the year as well as unused tax losses.
Current and deferred income tax expense is charged or credited to equity instead of the profit or loss when
the tax relates to items that are credited or charged directly to equity.
Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also
result where amounts have been fully expensed but future tax deductions are available. No deferred income
tax will be recognised from the initial recognition of an asset or liability, excluding a business combination,
where there is no effect on accounting or taxable profit or loss.
Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when
they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Their
measurement also reflects the manner in which management expects to recover or settle the carrying amount
or the related asset or liability.
Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent
that it is probable that future taxable profit will be available, against which the benefits of the deferred tax
asset can be utilised.
E. EXPLORATION AND EVALUATION EXPENDITURE
Exploration and evaluation costs are capitalised as exploration and evaluation assets on a project by project
basis pending determination of the technical feasibility and commercial viability of the project. The capitalised
costs are presented as both tangible or intangible exploration and evaluation assets according to the nature of
the assets acquired. When a licence is relinquished or a project abandoned, the related costs are recognised in
the statement of comprehensive income immediately.
Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to determine
technical feasibility and commercial viability, and (ii) facts and circumstances suggest that the carrying amount
exceeds the recoverable amount. For the purposes of impairment testing, exploration and evaluation assets
are allocated to cash-generating units consistent with the determination of reportable segments.
Upon determination of proven reserves, intangible exploration and evaluation assets attributable to those
reserves are first tested for impairment and then reclassified from exploration and evaluation assets to a
separate category within tangible assets.
Amortisation is not charged on exploration and evaluation assets until they are available for use.
Pre-licence costs are recognised in the statement of comprehensive income as incurred. Expenditure deemed
unsuccessful is recognised in the statement of comprehensive income immediately.
38| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY NL
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
F. FINANCIAL INSTRUMENTS
Financial instruments, incorporating financial assets and financial liabilities, are recognised when the Company
becomes a party to the contractual provisions of the instrument. Trade date accounting is adopted for
financial assets that are delivered within the timeframes established by marketplace convention.
Derecognition
Financial assets are derecognised where the contractual rights to receipt of cash flows expire or the asset is
transferred to another party whereby the Company no longer has any significant continuing involvement in
the risks and rewards associated with the asset. Financial liabilities are derecognised if the Company’s
obligations specified in the contract are discharged, cancelled or expire.
Classification and Subsequent Measurement
i.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market and are subsequently measured at amortised cost. Gains or losses are recognised
in profit or loss through the amortisation process and when the financial asset is derecognised.
ii.
Available-for-sale financial assets
Available-for-sale investments are non-derivative financial assets that are either not capable of being classified
into other categories of financial assets due to their nature or they are designated as such by management.
They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or
determinable payments.
iii.
Financial liabilities
Non-derivative financial liabilities other than financial guarantees are subsequently measured at amortised
cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial
liability is derecognised.
Fair value
The fair value of investments in the equity shares of related parties is determined based on current last trade
prices quoted on the Australian Securities Exchange at balance date.
The fair value of unlisted securities cannot be reliably measured, as variability in the range of reasonable fair
value estimates is significant.
G. CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash balances and call deposits.
H. SHARE CAPITAL
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares
and share options are recognised as a deduction from equity, net of any related income tax benefit.
I. REVENUE AND OTHER INCOME
Financial income comprises interest income and dividend income. Interest income is recognised in the
statement of comprehensive income as it accrues, using the effective interest rate method. Dividend income
is recognised on the date that the Company’s right to receive payment is established.
39| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY NL
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
J. CURRENT & NON CURRENT CLASSIFICATION
Assets and liabilities are presented in the statement of financial position based on current and non-current
classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in
normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12
months after the reporting period; or the asset is cash or cash equivalent unless restricted from being
exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are
classified as non-current.
A liability is classified as current when: it is either expected to be settled in normal operating cycle; it is held
primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there
is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting
period. All other liabilities are classified as non-current.
K.
IMPAIRMENT
The carrying amount of non-financial assets other than exploration and evaluation assets are reviewed each
reporting date whether there is any indication of impairment. If any such indications exist, the assets
recoverable amount is estimated.
An impairment loss is recognised whenever the carrying amount of an asset or its cash generating unit exceeds
its recoverable amount. Impairment losses are recognised in the statement of comprehensive income.
Calculation of recoverable amount
The recoverable amount of receivables is calculated as the present value of estimated future cash flows,
discounted at the original effective interest rate.
The recoverable amount of other assets is the greater of their net selling price and value in use. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax discounted
rate that reflects current market assessment of the time value and the risks specific to the asset.
Available-for-sale financial assets
Where a decline in the fair value of an available-for-sale financial asset has been recognised directly in equity
and there is objective evidence that the asset is impaired, the cumulative loss that had been recognised
directly in equity is recognised in profit or loss even though the financial asset has not been derecognised. The
amount of the cumulative loss that is recognised in profit or loss is the difference between the acquisition cost
and current fair value, less any impairment loss on that financial asset previously recognised in profit or loss.
L. GOODS AND SERVICES TAX (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST
incurred is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part
of the cost of acquisition of the asset or as part of the expense.
Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable
from, or payable to, the ATO is included as a current asset or liability in the statement of financial position.
M. EARNINGS PER SHARE
The Company presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is
calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted
average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the
40| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY NL
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares
outstanding for the effects of any dilutive potential ordinary shares, which comprise convertible notes and
share options granted.
N. TRADE AND OTHER RECEIVABLES
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less
provision for impairment. Trade receivables are due for settlement within 30 days from the date of
recognition. Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be
uncollectible are written off.
O. ASSETS CLASSIFIED AS HELD FOR SALE
Assets are classified as held for sale if their carrying amount will be recovered principally through a sale
transaction rather than through continued use. They are measured at the lower of their carrying amount and
fair value less costs of disposal. For assets to be classified as held for sale, they must be available for
immediate sale in their present condition and their sale must be highly probable.
An impairment loss is recognised for any initial or subsequent write down of the assets to fair value less costs
of disposal. A gain is recognised for any subsequent increases in fair value less costs of disposal of these
assets, but not in excess of any cumulative impairment loss previously recognised.
These assets are not depreciated or amortised while they are classified as held for sale. Interest and other
expenses attributable to the liabilities of assets held for sale continue to be recognised.
Assets classified as held for sale and the assets of disposal groups classified as held for sale are presented
separately on the face of the statement of financial position, as current assets. The liabilities of assets held for
sale are presented separately on the face of the statement of financial position, as current liabilities.
P. TRADE AND OTHER PAYABLES
Trade payables and other payables are carried at amortised costs and represent liabilities for goods and
services provided by the Group prior to the end of the financial year that are unpaid and arise when the Group
becomes obligated to make future payments in respect of the purchase of these goods and services. The
amounts are unsecured and are usually paid within 30 days of recognition.
Q. COMPARATIVE FIGURES
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in
presentation for the current financial year.
R. USE OF ESTIMATES AND JUDGEMENTS
The presentation of financial statements requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities,
income and expenses. Actual results may differ from the estimates. Estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the
estimate is revised and in any future periods affected.
Capitalised Exploration and Evaluation Expenditure
The Group’s accounting policy for exploration and evaluation expenditure is set out at Note 1(c). The
application of this policy necessarily requires management to make certain estimates and assumptions as to
future events and circumstances. Any such estimates and assumptions may change as new information
becomes available. If, after having capitalised expenditure under the policy, it is concluded that the
41| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY NL
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
expenditures are unlikely to be recovered by future exploitation or sale, then the relevant capitalised amount
will be written off to the statement of comprehensive income.
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 from market value.
S. ADOPTION OF NEW AND REVISED ACCOUNTING STANDARDS
During the current year, the Group adopted all of the new and revised Australian Accounting Standards and
Interpretations applicable to its operations which became mandatory.
T. NEW ACCOUNTING STANDARDS FOR APPLICATION IN FUTURE PERIODS
The AASB has issued new and amended Accounting Standards and Interpretations that have mandatory
application dates for future reporting periods. The Group has decided against early adoption of these
standards. The following table summarises those future requirements, and their impact on the Group:
Effective date for entity Requirements
Standard Name
Impact
Financial
AASB
9
and
Instruments
amending standards AASB
2010-7 / AASB 2012-6
1 January 2018
AASB 16 Leases
1 January 2019
2. FINANCIAL INCOME
Interest
TOTAL FINANCIAL INCOME
3. ADMINISTRATIVE EXPENSES
Wages and salaries
Consultants fees
Compliance and legal fees
Administrative expenses
TOTAL ADMINISTRATIVE EXPENSES
Changes to the
classification and
measurement
requirements for financial
assets and financial
liabilities.
New rules relating to
derecognition of financial
instruments.
The standard replaces
AASB
117 'Leases' and for
lessees will eliminate the
classifications of
operating leases and
finance leases.
The directors believe that
AASB 9 is unlikely to have
a large impact upon the
Company’s
reporting
requirements.
The directors believe that
AASB 16
is unlikely to
have a large impact upon
the Company’s reporting
requirements.
2018
$
32,836
32,836
2018
$
186,000
13,500
33,940
176,483
409,923
2017
$
42,220
42,220
2017
$
217,000
21,925
36,295
233,972
509,192
42| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY NL
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4.
IMPAIRMENT AND EXPLORATION CHARGES
Exploration costs (a)
Impairment charges (b)
TOTAL IMPAIRMENT and EXPLORATION
CHARGES
2018
$
-
48,854
48,854
2017
$
50,000
-
50,000
(a) This relates to an exclusivity fee paid in relation to a proposed acquisition, which was terminated during the
financial year.
(b) This relates to the impairment of tenement EPM 25975, which was surrendered in September 2018.
5.
INCOME TAX BENEFIT
(a) Tax benefit
Current tax benefit
Deferred tax benefit
Income tax benefit
(b) (Loss) before tax
Income tax using corporate rate of 27.5%
(2017: 27.5%)
Increase in income tax expense due to:
Non-deductible expenses
Overprovision from prior year
Tax losses not brought to the account
INCOME TAX BENEFIT
6. DEFERRED TAX ASSETS
Deferred tax assets – not recognised
Deferred tax assets arising from tax losses
calculated at 27.5% (2017: 27.5%):
Tax losses
Capital losses
2018
$
-
-
-
2017
$
-
-
-
(425,941)
(516,972)
(117,134)
(142,167)
-
-
117,134
-
-
-
142,167
-
2018
$
2017
$
2,988,762
474,309
3,463,071
2,871,628
474,309
3,345,937
43| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY NL
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
7. LOSS PER SHARE
The calculation of basic loss and diluted earnings per share at 30 June 2018 was based on the loss attributable
to ordinary shareholders of $425,941 (2017: $516,972) and the weighted average number of ordinary shares
outstanding during the financial year ended 30 June 2018 of 93,355,357 (2017: 93,355,357), calculated as
follows:
Basic and diluted loss per share
Weighted average number of ordinary shares used in
calculating basic EPS:
Fully paid ordinary shares
8. TRADE AND OTHER RECEIVABLES
Current
Prepayments
Sundry debtors (a)
2018
Cents
(0.46)
2017
Cents
(0.55)
2018
No of shares
2017
No of shares
93,355,357
93,355,357
2018
$
8,706
18,468
27,174
2017
$
5,837
23,804
29,641
(a) Included in sundry debtors are Goods and Services Tax (GST) credits owed and security deposits.
9. EXPLORATION AND EVALUATION EXPENDITURE
Exploration and evaluation phase costs
carried forward at cost:
927,682
835,562
Note
2018
$
2017
$
(a) Movements in Carrying Amounts
Carrying amount at beginning of year
Exploration costs capitalised
Exploration costs impaired
Carrying amount at end of year
4
835,562
141,061
(48,941)
927,682
719,068
116,494
-
835,562
The expenditure above relates principally to the exploration and evaluation phase. The ultimate recoupment
of this expenditure is dependent upon the successful development and commercial exploitation, or
alternatively, sale of the respective areas of interest, at amounts at least equal to book value.
44| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY NL
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Exploration and Evaluation Phase Costs
Exploration expenditure carried forward at 30 June 2018 and 2017, represents interest of 99.99 % in the Alpha
(MDL 330) and interest in the newly developed Madre project 100%.
10. TRADE AND OTHER CREDITORS
Current
Trade creditors and accruals
11. ISSUED CAPITAL
Number of shares
2018
$
108,501
108,501
2018
$
2017
$
59,671
59,671
2017
$
Issued capital movement
Balance at beginning of year
As at 30 June
a) Ordinary shares fully paid
93,355,357
93,355,357
12,746,247
12,746,247
12,746,247
12,746,247
Ordinary shares participate in dividends and are entitled to one vote per share at shareholders meetings. In the
event of winding up the Company, ordinary shareholders rank after creditors and are entitled to any proceeds
of liquidation in proportion to the number of shares held.
b) Capital Management
Management controls the capital of the Company in order to maintain a good debt to equity ratio, provide the
shareholders with adequate returns and ensure that the company can fund its operations and continue as a
going concern.
The Company’s debt and capital includes ordinary share capital and financial liabilities, supported by financial
assets. There are no externally imposed capital requirements.
Management effectively manages the Company’s capital by assessing its financial risks and adjusting its capital
structure in response to changes in these risks and in the market. These responses include the management of
debt levels, distributions to shareholders and share issues.
There have been no changes in the strategy adopted by management to control the capital of the Company
since the prior year. The gearing ratios for the year ended 30 June 2018 and 30 June 2017 are as follows:
12. WORKING CAPITAL
Total liabilities
Less cash and cash equivalents
Net debt
Total equity
Total capital
Gearing ratio
2018
$
108,501
(1,361,984)
(1,253,483)
2,208,339
984,856
Nil%
2017
$
59,671
(1,828,749)
(1,769,078)
2,634,280
865,202
Nil%
45| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY NL
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2018
$
2017
$
31,895,299
31,895,299
31,895,299
31,895,299
2018
$
23,945
-
23,945
2017
$
23,945
-
23,945
c) Options issued
Options movement
Balance at the beginning of the year
Balance at the end of the year
12. RESERVES
Options Reserve
Balance at the beginning of the year
Transfer from profit and loss- current year
options
Balance at the end of the year
13. FINANCIAL RISK MANAGEMENT
a) Financial Risk Management Policies
The Group’s financial instruments consist mainly of deposits with banks, short-term investments and accounts
receivable from related parties. The Group does not use derivative financial instruments to hedge exposure to
financial risks.
I.
Treasury Risk Management
There have been no changes in the Group’s approach to capital management during the year. The
Group is not subject to any externally imposed capital requirements.
II.
Other Market Price Risk
Equity price risk arises from available-for-sale equity securities. Management monitors the securities
in its investment portfolio based on market indices. Material investments within the portfolio are
managed on an individual basis and any buy or sell decisions are approved by the Board.
III.
Capital Management
The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market
confidence and to sustain future developments of the business.
IV.
Financial Risk Exposures and Management
The main risks the Group is exposed to through its financial instruments are interest rate risk, liquidity
risk, credit risk and price risk.
46| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY NL
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Interest rate risk
The Group does not enter into interest rate swaps, forward rate agreements or interest rate options
to manage cash flow risks associated with interest rates on borrowings that are floating, or to alter
interest rate exposures arising from mismatches in repricing dates between assets and liabilities.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.
The Group manages liquidity risk by monitoring forecast cash flows and ensuring that access to
adequate funding is maintained.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial
instrument fails to meet its contractual obligations. There is negligible credit risk on financial asset,
excluding investments, since there is no exposure to individual customers or countries and the
Group’s exposure is limited to the amount of cash, short-term investments and receivables which
have been recognised in the statement of financial position.
Price risk
The Group is exposed to commodity price risk through its interests to the Alpha mining lease.
Changes in market price for oil impact the economic viability of the mining leases. The Group has not
entered into any hedges in relation to these commodities. It is not possible to quantify the effect on
profit or equity of any change in commodity prices.
Financial Instruments
I.
Financial instrument composition and maturity analysis
The tables below reflect the undiscounted contractual settlement terms for financial instruments of a
fixed period of maturity.
30 June 2018
Financial Assets
Cash and cash equivalents
Held to maturity at cost financial
assets
Financial Liabilities
Trade and other payables
Long-term payables
30 June 2017
Financial Assets
Cash and cash equivalents
Held to maturity at cost financial
assets
Financial Liabilities
Trade and other payables
Long-term payables
Effective
Interest Rate
2018
%
Carrying
Amount
2018
$
Contractual
Cash Flows
2018
$
Within
1 Year
2018
$
1 to 5
Years
2018
$
1.75
1,361,984
-
-
-
-
108,501
-
-
-
-
-
1,361,984
-
108,501
-
-
-
-
-
Effective
Interest Rate
2017
%
Carrying
Amount
2017
$
Contractual
Cash Flows
2017
$
Within
1 Year
2017
$
1 to 5
Years
2017
$
3.05
1,828,749
-
-
-
-
59,671
-
-
-
-
-
1,828,749
-
59,671
-
-
-
-
-
47| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY NL
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
II.
Fair values
The methods of estimating fair value are outlined in the relevant notes to the financial statements.
All financial assets and liabilities recognised in the statement of financial position, whether they are
carried at cost or fair value, are recognised at amounts that represent a reasonable approximation of
fair values unless otherwise stated in the applicable notes.
14. CONTROLLED ENTITY
Name
Principal
Activity
Country of
Incorporation
Share Class
Ownership Interest
Unlisted Companies
Greenvale Gold Pty Limited
Alpha Resources Pty Ltd
Dormant
Mineral
exploration
15. CASH FLOW INFORMATION
2018
2017
Australia
Ordinary `
100.00%
100.00%
Australia
Ordinary
99.99%
99.99%
(a) Reconciliation of cash flows from operations with
profit after income tax
(Loss) after income tax
Non cash flows in operating activities:
-
-
Exploration related expenditure
Changes in assets and liabilities:
(Increase)/decrease in accrued charges
- Decrease/(Increase) in trade payables
-
(Decrease)/Increase
in
trade
and other
receivables
2018
$
2017
$
(377,087)
(516,972)
44,858
772
48,830
1,695
50,000
(15,000)
(42,006)
9,615
NET CASH USED IN OPERATING ACTIVITIES
(280,932)
(514,363)
(b) Reconciliation of cash and cash equivalents
Cash at bank
1,361,984
1,361,984
1,828,749
1,828,749
48| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY NL
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
16. KEY MANAGEMENT PERSONNEL COMPENSATION
Refer to the remuneration report contained in the directors’ report for details of the remuneration paid or
payable to each member of the Group’s key management personnel (KMP) for the year ended 30 June 2018.
The totals of remuneration paid to KMP of the company and the Group during the year are as follows:
The key management personnel compensation is as
follows:
Short-term employee benefits
Other long term benefits
Share-based payments
2018
$
256,500
-
-
256,500
2017
$
262,913
-
-
262,913
Information regarding individual directors’ compensation is provided in the remuneration report section of the
directors’ report. Apart from the details disclosed in this note, no director has entered into a material contract
with the Company during the year and there were no material contracts involving directors’ interests existing
at year end.
Short-term employee benefits
These amounts include fees and benefits paid to the non-executive chair and non-executive directors as well
as fees, fringe benefits and cash bonuses awarded to the executive director and other KMP.
Post-employment benefits
These amounts are the current years’ estimated cost of providing for the Group’s superannuation
contributions made during the year.
Further information in relation to KMP remuneration can be found in the directors’ report.
49| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY NL
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
17. RELATED PARTY AND KEY MANAGEMENT PERSONNEL TRANSACTIONS
The terms and conditions of related party and key management personnel transactions are no more
favourable than those available, or which might reasonably be expected to be available, on similar transactions
to unrelated entities on an arm’s length basis. Transactions with related parties and key management
personnel are summarised in the table below:
Key management
person
Transaction
Description
Transaction Value
Year ended 30 June
2017
2018
$
$
Balance outstanding
As at 30 June
2018
$
2017
$
Vincent John Paul
Fayad –
Vince
Fayad &
Associates Pty Ltd
and PKF Corporate
Finance (NSW) Pty
Ltd
Provision of
related
to
corporate matters.
services
various
82,500
93,912
7,562
7,562
18. CONTINGENT LIABILITIES
There have been no material changes in contingent liabilities since the last reporting date.
19. COMMITMENTS FOR EXPENDITURE
Mineral Tenements
In order to maintain the mineral tenements in which the company and other parties are involved, the
company is committed to fulfil the minimum annual expenditure conditions under which the tenements are
granted. The minimum estimated expenditure requirements in accordance with the requirements of the
Queensland Department of Natural Resources and Mines for the next financial year are:
Payable:
-
-
no later than 1 year
between 1 year and 5 years
Consolidated
2018
$
120,000
1,970,000
2,090,000
2017
$
70,000
2,090,000
2,160,000
These requirements are expected to be fulfilled in the normal course of operations and may be varied from
time to time subject to approval by the grantor of titles. The estimated expenditure represents potential
expenditure which may be avoided by relinquishment of tenure. Exploration expenditure commitments
beyond twelve months cannot be reliably determined.
50| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY NL
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
20. AUDITORS’ REMUNERATION
Auditing and reviewing financial reports
Non-audit services – tax compliance
2018
$
26,700
4,500
31,200
2017
$
31,000
-
31,000
The auditor of the financial statements is RSM Australia Partners.
21. SEGMENT REPORTING
The Group has identified its operating segments based on the internal reports that are used by the Board (the
chief operating decision makers) in assessing performance and in determining the allocation of resources.
The operating segments are identified by the Board based on the phase of operation within the mining
industry. For management purposes, the Group has organised its operations into two reportable segments on
the basis of stage of development as follows:
•
•
development assets; and
exploration and evaluation assets, which includes assets that are associated with the determination
and assessment of the existence of commercial economic reserves.
The Board as a whole regularly reviews the identified segments in order to allocate resources to the
segment and to assess its performance.
During the year ended 30 June 2018, the consolidated entity had no development assets. The Board
considers that it has only operated in one segment, being mineral exploration within Australia.
The consolidated entity is domiciled in Australia. There was nil revenue from external customers in 2018
(2017: Nil). Segment revenues are allocated based on the country in which the customer is located.
22. SHARE BASED PAYMENTS
2018
No share based payments were made during the period.
2017
No share based payments were made during the period.
51| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE ENERGY NL
A.B.N. 54 000 743 555
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
23. PARENT ENTITY DISCLOSURE
Current assets
Non-current assets
TOTAL ASSETS
Current liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
STATEMENT OF COMPREHENSIVE INCOME
Total Loss for the year
Total Comprehensive loss for the year
Greenvale Energy Limited does not as at 30 June 2018:
2018
$
1,369,971
857,387
2,227,358
108,225
108,225
2017
$
1,839,868
701,594
2,541,462
(59,670)
(59,670)
2,119,133
2,481,792
12,746,247
23,945
(10,651,059)
2,119,133
12,746,247
23,945
(10,288,400)
2,481,792
(364,497)
(364,497)
(659,888)
(659,888)
•
•
•
have hold any deed of cross guarantee for the debts of its subsidiary company (2017: Nil);
have commitments for the acquisition of property, plant and equipment (2017: Nil); and
have contingent liabilities (2017: Nil).
24. SUBSEQUENT EVENTS
Since balance date, the following matters have arisen:
-
-
-
the Company relinquished its interests the Alpha tenement in EPM 25795 in September 2018;
28,785,299 unlisted options in the Company with an exercise price of $0.10 lapsed on 31 August 2018;
and
3,100,000 unlisted options in the Company with an exercise price of $0.08 lapsed on 31 August 2018.
Apart from the above, no matters or circumstances have arisen since the end of the financial year which
significantly affected or could significantly affect the operations of the Group, the results of those operations
or the state of affairs of the Group in future financial years.
52| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE MINING NL
A.B.N. 54 000 743 555
DIRECTORS’ DECLARATION
Declaration
The directors of the Company declare that:
a)
the financial statements and notes thereto are in accordance with the Corporations Act 2001 and:
i.
ii.
comply with Accounting Standards, which, as stated in accounting policy note 1 to the
financial statements, constitutes explicit and unreserved compliance with International
Financial Reporting Standards; and
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 Group;
b)
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; and
c)
the directors have been given the declarations required by s 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the Board of Directors.
On behalf of the Directors:
Elias Khouri
Director
Sydney, 17th September 2018
53| G R V – A n n u a l R e p o r t 2 0 1 8
INDEPENDENT AUDITOR’S REPORT
To the Members of Greenvale Energy Limited and
its controlled subsidiaries
Opinion
We have audited the financial report of Greenvale Energy Limited (the Company) and its subsidiaries (the Group),
which comprises the consolidated statement of financial position as at 30 June 2018, the 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 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 then ended; 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.
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.
54| G R V – A n n u a l R e p o r t 2 0 1 8
Key Audit Matter
How our audit addressed this matter
Carrying value of capitalised exploration and evaluation
Refer to Note 10 in the financial statements
As disclosed in note 10, the Group held capitalized
exploration and evaluation expenditure of $976,535
as at 30 June 2018 which represents a significant
asset of the Group.
The carrying value of exploration and evaluation
assets is subjective based on Group’s ability, and
intention, to continue to explore the asset. The
carrying value may also be impacted by the mineral
reserves and resources may not be commercially
viable for extraction. This creates a risk that the
amounts stated in the financial statements may not
be recoverable.
Our audit procedures included the following:
• Considering the Group’s right to explore in the
relevant exploration area which included obtaining
and assessing supporting documentation such as
obtaining independent searches of the company’s
tenement holdings
• Considering the Group’s intention to carry out
significant exploration and evaluation activity in the
relevant exploration area which
included an
assessment of the Group's future cash flow
forecasts and enquired of management and the
Board of Directors as to the intentions and strategy
of the Group
• Assessing recent exploration activity in a given
exploration license area to determine if there are
any negative indicators that would suggest a
potential impairment of the capitalized exploration
and evaluation expenditure
• Assessing the commercial viability of results
relating to exploration and evaluation activities
carried out in the relevant license area
• Assessing the ability to finance any planned future
exploration and evaluation activity.
Other Information
The directors are responsible for the other information. The other information comprises the information included
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.
Our opinion on the financial report does not cover the other information and accordingly 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 have 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 the financial report is located at the Auditing and
Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar2.pdf.
This description forms part of our auditor's report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 29 to 31 of the directors' report for the year ended
30 June 2018.
In our opinion, the Remuneration Report of Greenvale 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.
RSM Australia Partners
C J Hume
Partner
Sydney NSW
18 September 2018
GREENVALE MINING NL
A.B.N. 54 000 743 555
TENEMENT SCHEDULE
Tenement
Tenement
Alpha (MDL 330)
Madre North (EPM25795) Application (a)
Madre South (EPM 25792)
Interest
99.99%
99.99%
99.99%
(a) This licence has been relinquished subsequent to 30 June 2018.
57| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE MINING NL
A.B.N. 54 000 743 555
ADDITIONAL STATUTORY INFORMATION
Statutory
Additional information included in accordance with the Listing Rules of the Australian Securities Exchange
Limited. The information is current as at 14 September 2018.
1. QUOTATION
Listed securities in Greenvale Energy Limited are quoted on the Australian Securities Exchange under ASX
code GRV (Fully Paid Ordinary Shares).
2. VOTING RIGHTS
The voting rights attaching to the Fully Paid Ordinary Shares of the Company are:
(a)
(b)
at a meeting of members or classes of members each member entitled to vote may vote in person
or by proxy or by attorney; and
on a show of hands every person present who is a member has one vote, and on a poll every
person present in person or by proxy or attorney has one vote for each ordinary share held.
3. SUBSTANTIAL SHAREHOLDERS
The names of the substantial shareholders listed on the Company’s register as at 14 September 2018.
Mining Investments Limited
PO Box 87, Byblos, Lebanon
Holder of: 20,601,994 fully paid shares
Notice received: 30 September 2014
OB Capital Limited
Registered address if Suite 202, 2nd Floor Eden Plaza, Eden Island, Mahe, Seychelles
Holder of: 9,242,180 fully paid shares
Notice received: 7 March 2016
Allied Resources Holdings Limited
Registered address is Suite 202, 2nd Floor Eden Plaza, Eden Island, Mahe, Seychelles
Holder of: 9,242,180 fully paid shares
Notice received: 7 March 2016
4. DISTRIBUTION OF SHARE AND OPTION HOLDERS
The voting rights attached to the Fully Paid Ordinary shares of the Company are:
i)
Fully Paid Ordinary Shares
Shares Range
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and Over
Total
ii)
Options
Holders
Units
%
149
80
40
115
66
450
63,473
192,682
354,209
4,419,775
88,325,218
93,355,357
33.11
17.78
8.89
25.56
14.66
100.00
There are no options on issue as at the date of this report.
58| G R V – A n n u a l R e p o r t 2 0 1 8
GREENVALE MINING NL
A.B.N. 54 000 743 555
ADDITIONAL STATUTORY INFORMATION
5. TWENTY LARGEST SHAREHOLDERS
The twenty largest shareholders as at 14 September 2018
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
FOURWINDS NOMINEES PTY LIMITED
FONT SF PTY LTD
BNP PARIBAS NOMINEES PTY LTD
TRAYBURN PTY LTD
GOTHA STREET CAPITAL PTY LTD
PERSHING AUSTRALIA NOMINEES PTY LTD
BOSS RESOURCES LIMITED
STONE COLD INDUSTRIES PTY LTD
1 PLUS 4 PTY LTD
SEADRAGON OFFSHORE LIMITED
KAFTA ENTERPRISES PTY LTD
1
2
3 MINING INVESTMENTS LIMITED
4
5
6
7
8
9
10
11
12
13
14 MONARCH ASSET MANAGEMENT P/L
15 MR STEVEN GARY HIRST
16 MR WILLIAM MAY
17
IRIS SYDNEY HOLDINGS PTY LTD
18 WAYNE KING CORPORATION LIMITED
19 CITICORP NOMINEES PTY LIMITED
20 MR JEREMY TOBIAS
TOTAL
34,536,413
6,071,625
5,601,994
4,916,868
4,134,728
2,180,402
2,050,000
1,759,388
1,755,820
1,644,003
1,600,000
1,500,823
1,156,057
1,100,000
1,037,901
954,037
923,754
917,647
905,760
877,075
75,624,295
36.99
6.50
6.00
5.27
4.43
2.34
2.20
1.88
1.88
1.76
1.71
1.61
1.24
1.18
1.11
1.02
0.99
0.98
0.97
0.94
81.00%
59| G R V – A n n u a l R e p o r t 2 0 1 8