A N N UA L R E P O R T 2 0 1 7
ANNUAL GENERAL MEETING OF SHAREHOLDERS
To be held at CWA House,
1176 Hay Street, West Perth
Western Australia 6005
21 November 2017 at 11am
All dollar amounts referred to in the report are expressed
in Australian dollars unless otherwise noted.
GULF MANGANESE CORPORATION LIMITED (ACN: 059 954 317) ANNUAL REPORT 2017
Gulf (ASX. GMC) is focused on the near-term development
of its low-cost, ferromanganese smelting facility in Kupang,
Indonesia. Gulf’s strategy includes the purchasing of high
grade Indonesian manganese ores at smelter gate, processing
of these ores at the Kupang Smelting Hub and the exporting
of a premium (circa 78%) ferromanganese alloy to growing,
high-demand global markets.
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The development of the Kupang Smelting
Hub Facility has always been about capturing
the bigger picture. Gulf is continuing to forge
robust, long-lasting relationships with local
community members and decision makers
and we remain committed to generating
wealth for the Kupang community and to
creating signifi cant shareholder value for our
supportive shareholder base.
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Gulf is entering a truly exciting period,
with a clear pathway now in place
to transition the company into a
world-class producer of high quality
ferromanganese alloy. The business is
on the cusp of unlocking signifi cant
shareholder value with the construction
and commissioning phase set to
transform the business and provide the
platform for signifi cant cash fl ows to be
realised in the near-term.
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GULF MANGANESE CORPORATION LIMITED (ACN: 059 954 317) ANNUAL REPORT 2017
Contents
Corporate Directory
Review of Operations
Directors’ Report
Auditor’s Independence Declaration
Consolidated Statement of Profi t or Loss and Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Director’s Declaration
Independent Auditor’s Report
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Additional ASX Information
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Gulf Manganese
Corporation Limited
Board of Directors
Craig Munro
Non-Executive Chairman
Hamish Bohannan Managing Director & CEO
Andrew Wilson
Non-Executive Director
Registered Offi ce
T2, 152 Great Eastern Highway,
Ascot WA 6104
Telephone: +61 8 9367 9228
Facsimile: +61 8 9367 9229
www.gulfmanganese.com
Australian Securities Exchange
ASX Code: GMC, GMCO
Share Registry
Automic Registry Services
Auditors
Bentleys Audit & Corporate (WA) Pty Ltd
Lawyers
Allion Legal
863 Hay Street
Perth WA 6000
PT Gulf Mangan Grup
Board of Directors
Hamish Bohannan President Director
Leonard Math
John Woodacre
Commissioner
Director
Registered Offi ce
JL Perintis Kemerdekaan 1,
RT 03 / RW 07,
Kelurahan Kayo Putih,
Kemematan Oebobo,
Koto Kupang, NTT
www.gulfmanganese.com
Lawyers
Christian Teo & Partners
Indonesia Stock Exchange Building
Jakarta Indonesia
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Section 01
Dear valued Shareholder,
We are pleased to provide you with
Gulf’s annual report and fi nancial
statement for fi nancial year 2017.
Our team has worked diligently
over the past 12 months to achieve
a number of crucial corporate and
operational milestones which has
the Company strongly positioned
as we enter the construction and
development phase of the Kupang
Smelting Hub Facility in West Timor.
One of the defi ning outcomes for
the business during the fi nancial
year was the securing of the
required fi nancial support to ensure
we had the fl exibility and scope to
pursue our operational objectives
over the next 12 months. This was
achieved in June, enabling the
Company to ‘push go’ on our smelter
refurbishment and Kupang site
development program which signals
a very exciting new chapter for our
shareholders.
FY17 wasn’t without its challenges
however, with a funding hurdle
encountered in regards to a previous
proposed cornerstone investor in
Indonesia. Although this caused
delays in securing the capital we
required, it hasn’t caused any major
disruptions to our development
timeline for Kupang which is our
number one priority.
The fact that we are now in a robust
position with a clear development
pathway is a testament to the depth
and commitment of our Board and
leadership team and we would like
to take this opportunity to extend
our gratitude and appreciation to all
who have assisted with Gulf over the
past 12 months.
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A new chapter for the Kupang
Smelting Hub Project
Our vision is to establish a world-
class ferromanganese alloy
processing facility, with the proposed
development to comprise eight
furnaces built in stages over fi ve
years. Once constructed, the facility
will produce a premium quality
78%+ manganese alloy which will be
shipped to global markets from the
nearby port of Kupang.
At full production, Gulf will aim
to purchase and process 320,000
tonnes pf manganese ore per annum,
producing about 155,000 tonnes of
medium and low carbon premium
quality ferromanganese alloy.
We are pleased to report that the
development timeline for the Kupang
Smelting Hub Facility remains on track
as we tighten our focus on having
the fi rst two smelters commissioned
in Q2 2018, with the fi rst commercial
production in Q3 2018.
At Kupang, the Bolok site has been
cleared and construction activities
are advancing well with the key focus
being on ensuring the site is prepared
and ready for the arrival of the fi rst
two smelters in Q4 2017
The site works program is being
run in conjunction with our smelter
refurbishment program in Pretoria
which is also progressing seamlessly.
Both smelters have now been fully
dismantled and are currently with
contractors where they will be fully
refurbished prior to shipment.
A key focus for the business has
been securing initial manganese
ore supplies from local miners, with
a number binding agreements
secured post fi nancial year
end. The securing of our initial
ore supply further de-risks the
Kupang Smelting Hub Facility, and
GULF MANGANESE CORPORATION LIMITED (ACN: 059 954 317) ANNUAL REPORT 2017
Figure 1: Construction Offi ces on cleared Bolok Industrial Site
demonstrates the capacity of our
in-country team to engage with
local groups and communities to
build long-standing relationships.
To this end, in January Gulf bolstered
its in-country presence with the
appointment of Paul Robinson
as Operations Manager. Paul has
led the local team exceptionally
since his appointment and it is the
combined eff orts of Gulf’s highly
skilled operational team and of the
local people in Kupang that will
drive the success of this project.
The Board is also assessing a
number of avenues to enable the
sale and shipment of manganese
concentrates (>49% Mn) under the
Indonesian provision for smelting
and processing companies to sell
concentrate during construction
to assist with near-term cash fl ow.
This has the potential to deliver
signifi cant near-term outcomes to
Gulf’s shareholders, in particular
as the Company targets the
commissioning of the facility in the
fi rst half of 2018.
A look towards the future
With a number of key boxes ticked
over the past 12 months, Gulf is now
entering an exciting phase in its
development, with some signifi cant
value catalysts expected to be
delivered over the next 3-6 months.
Our team has worked tirelessly
to establish a clear pathway to
production at Kupang and with the
project entering construction we
believe the Company is on the cusp
of unlocking signifi cant near-term
value for our shareholders.
Finally, we would like to thank
our shareholders and fi nanciers
for their unwavering support
over the fi nancial year. It has
been a challenging period,
but their support has further
reaffi rmed our vision to create a
world-class manganese smelting
business in Indonesia – and with
commissioning of our fi rst two
smelters on-track for completion
early next year, the Board looks
forward to delivering further
positive outcomes for shareholders
in fi nancial year 2018.
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GULF MANGANESE CORPORATION LIMITED (ACN: 059 954 317) ANNUAL REPORT 2017
KUPANG SMELTING HUB
Project Overview
Gulf Manganese Corporation Limited (ASX.
GMC) (“Gulf” or “the Company”) is focused
on developing a ferromanganese smelting
business in West Timor, Indonesia to
The Bolok Industrial site has now been
cleared following a successful ground
blessing ceremony held in June. Furthermore,
construction offi ces have now been
established and power from the adjacent
government owned power station has been
produce and sell medium and low carbon
connected to the site.
ferromanganese alloy.
Specialist engineering fi rm, XRAM
The Kupang Smelting Hub Facility will contain
Technologies (Pty) Limited (“XRAM”) has also
at least eight furnaces built in stages over
fi ve years, targeting the production of a
been engaged to undertake all design and
construction requirements associated with
premium quality 78%+ manganese alloy. At
the refurbishment and relocation of the
full production, Gulf will aim to purchase and
furnaces to the Kupang Smelting Hub.
Post fi nancial year-end, Gulf appointed
Indonesian-based PT Weltes Energi Nusantara
(“PT Weltes”) to work under EPCM contractor,
XRAM, to undertake the construction phase
of the Kupang Smelting Hub Facility.
PT Weltes is a multi-disciplinary engineering,
procurement, construction and fabrication
manufacturer with more than 20 years of
experience. PT Weltes has specifi c experience
in mineral and chemical processing plants
and infrastructure, including civil work and
electrical and control automation is therefore
well suited to the scope of work required for
construction of Gulf’s Kupang Smelting Hub
Facility.
process 320,000 tonnes of manganese ore per
annum, producing circa 155,000 tonnes of
premium quality ferromanganese alloy.
Kupang Smelting Hub Facility – FY2017
Developments
Construction Update
In October 2016, Gulf received approval from
the Governor of East Nusa Tenggara for the
construction of a manganese smelting hub
in the Bolok Industrial Estate in Kupang, West
Timor.
In June 2017, Gulf’s wholly-owned subsidiary
PT Gulf Manganese Grup (“PT Gulf”) signed
a binding Land Lease Agreement with the
Government of East Nusa Tenggara Province
for the construction of the Smelting Hub
facility in Kupang’s Bolok Industrial Estate. The
Bolok Industrial Estate was the original site
selected by Gulf for the construction of the
facility, and the 23.5 Hectare block of land is
directly adjacent to the Government-owned
Power Station and only fi ve kilometres from
the main Tenau port.
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GULF MANGANESE CORPORATION LIMITED (ACN: 059 954 317) ANNUAL REPORT 2017
Figure 2: Dismantling of equipment at Transalloy’s site
South African Smelter Refurbishment
In August 2016 the Company fi nalised an
agreement with Renova for the purchase and
acquisition of two ferromanganese smelters
from their operating company in South
Africa, Transalloys Pty Limited (“Transalloys”).
Under the terms of the agreement gulf
purchased two furnaces including related
equipment from Transalloys for the total cash
consideration of US$1 million.
Post year end, the Company completed
the fi nal payment to Transalloys for the
purchase of the fi rst two smelters, with the
refurbishment of these two smelters now
underway in Pretoria, South Africa, prior to
their shipment to Kupang.
It is expected that the refurbishment program
will be completed in Q4 2017, before the
components are transported to Durban
for fi nal inspection and containerising. The
smelters will then be shipped to Indonesia,
with the development timeline for Kupang
remaining largely unabated as the Company
targets the commissioning of the facility in
the fi rst half of 2018.
Figure 3: The schematic of the smelter building.
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GULF MANGANESE CORPORATION LIMITED (ACN: 059 954 317) ANNUAL REPORT 2017
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Figure 4: Dismantling of equipment at Transalloy’s site
Manganese off take agreements
production from the fi rst two smelters to
In conjunction with the purchase of
the two smelters from Transalloys, the
Company also signed an off take agreement
with Renova’s trading subsidiary Afro
Minerals Trading AG (“Afrominerals”) for the
sale of manganese alloy and concentrate.
Under the terms of the agreement the
Company will supply a maximum of
30,000 tonnes manganese concentrate per
Afrominerals under this agreement.
In addition, Gulf’s legal team is also
progressing permitting to allow sale and
shipment of manganese concentrates (>49%
Mn) under the Indonesian provision for
smelting and processing companies to sell
concentrate during construction to assist
with cash fl ow.
annum. The manganese concentrate will
Manganese Market Overview
be sold by the Renova marketing team.
The major use for manganese is in the
The manganese ore, purchased from
production of steel, with Manganese being
local suppliers, will be upgraded by the
the critical element that combines with iron
Company by way of washing and screening
to produce steel. All steel generally contains
to produce a concentrate with a grade not
between 1 – 1.5% Manganese, and in special
less than 49% manganese. The Company
applications, more than that. More than 90%
will also sell up to 60% of the manganese
of the world’s Manganese is used by the steel
alloy produced in the fi rst three years of
industry.
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GULF MANGANESE CORPORATION LIMITED (ACN: 059 954 317) ANNUAL REPORT 2017
Figure 5: Dismantling of equipment at Transalloy’s site
Manganese is the fourth most used metal
Indonesia largely stopped in 2013. The
with the Company’s reinstatement to
in the world in terms of tonnage. In
establishment of Gulf’s Smelting Hub in
offi cial quotation on June 29.
addition to steel, manganese is also used
Kupang will allow many of these mines to
in the developing battery market and in
start production again.
fertilisers.
Demand for manganese globally
The Company has since received
A$1.5 million and is expected to receive
the remaining A$2.5 million by October
The steel industry generally takes
continues to grow in line with the steel
31, 2017.
it’s manganese in the form of a
industry. As global steel production
ferromanganese or silicomanganese
increases, the ferromanganese price is
alloy, paying a premium for alloys with
continuing to trend upward.
high manganese content and low
carbon content. Gulf will be focusing on
producing high quality low carbon and
medium carbon ferromanganese alloys.
CORPORATE OVERVIEW
Funding secured to advance Kupang
development
In June, Gulf raised A$7 million through
a combination of a share placement of
466,666,667 New Shares at $0.015 per
share. In addition, the Company advised
in July that it had fi nalised a Convertible
Note facility, raising a further A$1 million.
The Company also received binding
Whilst Indonesia is home to many
A key catalyst for Gulf during the fi nancial
commitments to raise an additional
high grade manganese deposits the
year was the securing of additional
A$4 million on the same terms, which will
legislation does not allow for the export
capital to advance the development of
complete the A$12 million capital raising.
of untreated ore. As a result, following
the Kupang Smelting Hub Facility. The
The additional A$4 million is expected to
the implementation of that law in
majority of the funding was secured
be received no later than September 30,
2012, mining of the manganese ores in
during the June quarter, which coincided
2017.
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GULF MANGANESE CORPORATION LIMITED (ACN: 059 954 317) ANNUAL REPORT 2017
Additional corporate activities
PT GULF MANGAN GRUP BOARD
In August 2016, the Company entered
into a binding term sheet with Marthen
Amtiran (“Pak Marthen”) for the investment
of US$10 million in Gulf’s Indonesian-
based subsidiary PT Gulf Mangan Grup (“PT
Gulf”) for a 10% interest in PT Gulf. This
binding agreement was terminated by the
Company on February 20, 2017 due to non-
Post end of year, Gulf has further
strengthened its board of the wholly owned
subsidiary, PT Gulf Mangan Grup, with the
appointment of Iskander Ali (President
Commissioner); Sam Lee (Director); and Paul
Robinson (Director).
conformance. The Company is reviewing its
Hamish Bohannan – President Director
legal position with regard to Pak Marthen’s
non-conformance.
Hamish has broad experience in the
resource sector, but in particular was
In September 2016, the Company
Managing Director of the Koba Tin mining
completed a $1 million raising - via the
and smelting company in Sumatra,
placement of 70 million shares at 1.5c
Indonesia, and Independence Platinum with
per share – to provide additional working
smelting operations in South Africa. Hamish
capital at the Kupang Smelting Hub Project.
was also a General Manager in WMC’s nickel
In April 2017, a total of 204,600,000 ordinary
shares were issued at $0.005 per share
raising total proceeds of A$1,023,000 – with
the shares issued to sophisticated investors
utilising the Company’s 15% investment
facility.
Key Appointments
In January 2017, the Company announced
the appointment of Paul Robinson as
Operations Manager. Based in Kupang,
Paul manages the implementation and
division with smelting and refi ning activities
in Western Australia.
Iskandar Ali – President Commissioner
Iskandar Ali is a retired two-star general in
the Indonesian army with a military career
that spanned more than 30 years, a former
local politician and is an alumnus of the
National Military Academy in Magelang,
Central Java (Class of 1975). A highlight of
Iskandar Ali’s career was his appointment as
development of the Kupang Smelting Hub
the Chief Financial Offi cer for the Indonesian
Facility.
With more than 20 years of experience in
senior operational roles in the resources
industry, Paul has established a strong track
Army from 2001 to 2004. His fi nal
assignment in the Indonesian Army was as
a Senator at Parliament House, representing
the military faction in 2004.
record in managing complex commercial
Since his retirement, Iskandar Ali has
project agreements and stakeholder
relationships
Concurrent with Paul’s appointment, the
Company’s Chief Financial Offi cer and
Company Secretary, Leonard Math, was
appointed full-time.
remained active within both the political
and business communities. He is one of the
founders of the People’s Conscience Party
in Indonesia and has held the position as
President Commissioner at PT Goodway
International since 2013. Iskandar Ali also
currently holds the position of Privy Council
of Acehnese Scholars in Indonesia.
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GULF MANGANESE CORPORATION LIMITED (ACN: 059 954 317) ANNUAL REPORT 2017
Sam Lee – Director
Sam Lee is an entrepreneur with over 25
years of senior management experience
in directorship roles of leading
companies in the fl ower and plant
industry throughout Australia and Asia,
in particular China and Indonesia. Sam
has recently sold all of his businesses,
including his orchid import business that
distributed imported fl owers and plants
to major retailers in Australia. Sam is
now focusing on Gulf.
John Woodacre – Director
John holds a Diploma in Occupational
Health and Safety Management from
the National Safety Council from
Deakin University in South Australia; a
Diploma in Business Studies; a Graduate
Certifi cate in Organisation Design. He
has extensive corporate and operational
experience in public companies within
Australia and overseas in the capacity
of General Manager, Organisational
Development; Director of Productivity
and Organisation Design.
Figure 6: Sam Lee, PT Gulf Director (right)
Leonard Math – Commissioner
Paul Robinson – Director
Leonard graduated from Edith Cowan
Paul is a minerals processing professional
University (Western Australia) with a
who has most recently, held the position
Bachelor of Business majoring in Accounting
of CEO – Cape Preston Port Operations
and Information Systems and is a member
with Mineralogy Pty Ltd, and prior to
John has a vast level of experience in
of the Institute of Chartered Accountants.
this, Paul has held several key leadership
the start-up of organisations, particularly
He has worked with Deloitte as an auditor
positions across metallurgical smelting
in areas where the skills required are
with public company experience in ASX
and refi ning operations for nickel, cobalt,
not readily available, and is successful
and ASIC compliance and statutory fi nancial
ferroalloys, lead and zinc at BHPBilliton,
at training local workforces to an
reporting.
Mount Isa Mines, BHP Temco and
international standard. He has worked in
Pasminco Metals. Signifcantly Paul was
Indonesia, Canada, America, Laos, Africa
Senior Production Metallurgist at BHP’s
and Australia. John speaks fl uent Bahasa
Temco manganese operation in Tasmania.
Indonesia.
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GULF MANGANESE CORPORATION LIMITED (ACN: 059 954 317) ANNUAL REPORT 2017
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Hamish Bohannan Managing Director & CEO (GMC) and
Craig Munro
Non-Executive Chairman
President Director (PT Gulf Mangan Grup)
Andrew Wilson Non-executive Director (GMC)
Leonard Math
Company Secretary & CFO (GMC) and
Commissioner (PT Gulf Mangan Grup)
2020
GULF MANGANESE CORPORATION LIMITED (ACN: 059 954 317) ANNUAL REPORT 2017
D I R E C TO R S’ R E P O R T
Names, qualifi cations, experience and special responsibilities
The Directors present the following
Craig Munro CPA (Non-Executive Chairman)
report on the consolidated entity
consisting of Gulf Manganese
Corporation Ltd and the entity it
controlled at the end of, or during,
the fi nancial year ended 30 June
2017.
Craig is a Certifi ed Practicing Accountant with over 40 years experience in the mining industry.
He has been both an Executive director and Non-Executive Director of a number of listed
companies since 1990.
Craig was recently Chairman of Bathurst Resources Limited, a New Zealand coal mining
company, Executive Vice President and CFO at Anvil Mining Limited that has copper operations
in the Democratic Republic of Congo and Executive Director Finance at Aquarius Platinum
Limited involved in Platinum mining and processing in South Africa.
The names of each person who
Other Current ASX Directorships
Former ASX Directorships in the Last Three Years
has been a Director during the year
and continues in offi ce to the date
None
None
of this report are:
Mr Craig Munro
(Non-Executive Chairman)
appointed 1 February 2016
Mr Hamish Bohannan
(Managing Director and CEO)
appointed 1 February 2016
Mr Andrew Wilson
(Non-Executive Director)
appointed 17 February 2016
Mr Paul O’Shaughnessy
(Non-Executive Director) resigned
on 27 July 2016
Hamish Bohannan MBA (Managing Director)
Hamish holds an Honours Degree in Mining Engineering from the Royal School of Mines
UK and a MBA from Deakin University, Victoria. He has extensive corporate and operational
experience in public companies within Australia and overseas in the capacity of Managing
Director or CEO with ASX, TSX and AIM listed groups.
Other Current ASX Directorships
Former ASX Directorships in the Last Three Years
None
Bathurst Resources Limited
Andrew Wilson, B.Com, FAICD, AusIMM (Non-Executive Director)
Andrew has a Bachelor of Commerce (Marketing) and a Masters of Law, with 30 years of legal
experience and 16 years with BHP in various legal, risk and commercial roles. In addition,
Andrew has also been a director of various publicly-listed companies, including: Herald
Resources Ltd, Robust Resources Ltd, PT Resource Alam Indonesia TBK, and director or chairman
of various not for profi t organisations.
From 2000 until 2007, Andrew served as the President Director of BHP Billiton Indonesia,
based in Jakarta. Andrew was also a Director of the Indonesian Mining Association and has
established strong connections in the region and speaks the local language fl uently.
He is a Fellow of the Australian Institute of Company Directors, a member of the Risk
Management Institution of Australasia and AusIMM.
Other Current ASX Directorships
Former ASX Directorships in the Last Three Years
None
None
Paul O’Shaughnessy, BSc(Eng), C Eng (Non-Executive Metallurgical Director)
Resigned 27 July 2016
Paul is a metallurgical engineer with some 40 years of industry experience which includes
smelting operations producing both bulk and specialty manganese alloys. He is a graduate
from the Royal School of Mines, Imperial College, University of London with a Bachelor of
Science Metallurgy with Honours. He operates his own consulting business which includes
advising on the manufacturing of ferro alloys. Paul did not hold any other directorships in the
last three years.
Other Current ASX Directorships
Former ASX Directorships in the Last Three Years
None
None
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GULF MANGANESE CORPORATION LIMITED (ACN: 059 954 317) ANNUAL REPORT 2017
Leonard Math, BComm, CA (Chief Financial Offi cer & Company Secretary)
Leonard graduated from Edith Cowan University in 2003 with a Bachelor of Business majoring in
Accounting and Information Systems. He is a member of the Institute of Chartered Accountants.
He previously worked as an auditor at Deloitte and is experienced with public company
responsibilities including ASX and ASIC compliance, control and implementation of corporate
governance, statutory fi nancial reporting and shareholder relations. He has acted as Non-
Executive Director and Company Secretary of a number of ASX listed companies.
He is currently a Non-Executive Director of ASX listed company Kore Potash Limited.
Director’s interests in shares and options
As at the date of this report the relevant interest of each Director in the shares and options of the
Company are:
Shares
Options over ordinary
shares
Performance
Rights
Directors
Direct
Indirect
Indirect
Direct
Craig Munro
1,333,333
-
-
12,000,000
10,000,000
Hamish Bohannan
6,000,000
30,000,000
30,000,000
20,500,000
25,000,000
Andrew Wilson
-
8,333,333
-
12,000,000
10,000,000
Principal activity
The principal activity of the Company is
SIGNIFICANT CHANGES IN STATES OF
AFFAIRS
developing an ASEAN focused manganese
Board changes
alloying enterprise based in West Timor.
Review of operations and results
Details of the operations of the Company are
set out in the Review of Operations on page 2.
The Company incurred an after tax operating
loss of $5,363,308 (2016: $2,903,474).
Dividends
No dividend has been paid or recommended
for the current year.
2222
During the year, Mr Paul O’Shaughnessy
resigned as Non-executive Director on 27 July
2016.
Corporate
Capital Raising
On 8 September 2016, the Company
completed $1 million raising to provide
additional working capital, as the Company
continues to progress towards the
development of its Kupang Smelting Hub
Project in West Timor, Indonesia.
The Company raised $1 million through a
placement of 70,000,000 shares at 1.5 cents per
share with free attaching 1 for 2 Listed Options
(GMCO) exercisable at 0.5 cents per share
expiring 21 April 2019 to sophisticated and
professional investors with Triple C Consulting
Pty Ltd acted as the Lead Manager.
The Company also raised a further $152,045
through the issue of 6,666,667 shares at 1.5
cents and 3,154,242 at 1.65 cents per share
respectively during the fi rst half of the fi nancial
year.
GULF MANGANESE CORPORATION LIMITED (ACN: 059 954 317) ANNUAL REPORT 2017
On 19 April 2017, the Company issued
Issue of Securities
204,600,000 ordinary shares at $0.005 per
share raising total proceeds of A$1,023,000.
The shares were issued to sophisticated
investors utilising the 15% investment
facility.
In June 2017, the Company successfully
raised $7 million through the issue of
466,666,671 shares at 1.5 cents per share
with free 3 for 2 Listed Options (GMCO)
exercisable at 0.5 cents per share expiring
21 April 2019. A total of 700,000,005 Listed
Options were issued through this raising.
A further $4 million was committed from
sophisticated investors at the same terms
and conditions. The additional $4 million is
to be received by the Company by no later
than the end of September 2017. In July
2017, $1 million from the committed
$4 million was received.
Following shareholders’ approval at the General Meeting held on 2 September 2016, the
following securities were issued:
1)
20,000,000 shares at a price of 0.2 cents per share and 10,000,000 Listed Options
exercisable at 0.5 cents each were issued to Triple C Consulting Pty Ltd as a settlement
of outstanding fees of $40,000.
2)
10,000,000 shares were issued to Mrs Nukantini Putri Parincha to acquire 100% interest
in PT Gulf Mangan Grup.
3)
4,500,000 shares were issued to Mr John Woodacre at a price of 0.4 cents per share in
satisfaction of outstanding consulting fees of $18,000.
4)
10,000,000 Unlisted Options exercisable at 2 cents expiring 5 September 2021 were
issued each to Mr Craig Munro and Mr Andrew Wilson
5)
30,000,000 Unlisted Options exercisable at 2 cents expiring 5 September 2021 were
issued to Mr Hamish Bohannan.
6)
24,000,000 Unlisted Options exercisable at 2 cents expiring 5 September 2021 were
issued to employees and contractors of the Company under the Company’s Employee
and Contractor Share Option Plan.
In June 2017, Triple C Consulting Pty Ltd was issued 80,000,000 Listed Options (GMCO)
exercisable at 0.5 cents each expiring 21 April 2019 as part of the June 2017 capital raising
The Company further raised $1 million
fee.
through the issue of 100 Convertible Notes
with a face value of $10,000 each expiring
27 June 2019.
Funds raised will be used to advance and
develop the Kupang Smelting Hub.
Performance Rights
During the year, 85 million performance rights expiring 28 November 2016 were issued
to Directors and employees. The following are the vesting conditions for the performance
rights:
Conversion of Convertible Notes
Vesting Conditions
Directors
Employees
A total of 47 Convertible Notes with a face
Completion of fi nancing for 1st and 2nd smelter
value of $10,000 each have been converted
Completion of 1st smelter construction
9,000,000
9,000,000
9,000,000
9,000,000
8,000,000
8,000,000
8,000,000
8,000,000
Completion of MoU with manganese suppliers
Completion of 60% off take agreement for 1st
and 2nd smelter
Successful commissioning of the 1st smelter
9,000,000
8,000,000
TOTAL
45,000,000
40,000,000
to fully paid shares in the Company during
the year.
Exercise of Options
During the year, the following options were
exercised, raising a total of $306,752:
• 44,448,342 Listed Options (GMCO) at 0.5
cents each expiring 21 April 2019
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
• 4,500,000 Unlisted Options at 1.96 cents
each expiring 30 September 2018
On 27 July 2017, the Company received and placed the $1 million of the $4 million
committed funds from sophisticated investor through the issue of 66,666,667 shares at 1.5
cents per share with free attaching 100,000,000 Listed Options (GMCO) exercisable at 0.5
cents expiring 21 April 2019.
On July 31, 2017, 13,900,00 options exercisable at at $0.3746 have expired.
Likely developments and expected results of operations
Likely developments in the operations of the Company are set out in the Review of
Operations on page 14.
23
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GULF MANGANESE CORPORATION LIMITED (ACN: 059 954 317) ANNUAL REPORT 2017
Meetings of directors
The numbers of meetings of the Company’s Board of Directors held during the year ended 30 June
2017, and the numbers of meetings attended by each director were:
Name of Director
Craig Munro
Hamish Bohannan
Andrew Wilson
Paul O’Shaughnessy –
Resigned 27 July 2016
Board Meetings
Audit Committee
Meeting
Number eligible
to attend
Number
attended
Number
attended
16
16
16
N/A
16
16
16
N/A
1
1
1
N/A
Audit and risk committee
(d) an entity that the Company controlled,
The Company has established an Audit and Risk
Committee that comprises the whole Board.
Remuneration committee
The Company has established a remuneration
committee that comprises the Non-Executive
Directors. The Remuneration Committee met
once during the year.
Environmental regulations
During the year, the Company successfully
divested its key non-core assets, the Australian
mineral tenements, enabling the company to
hone its focus on the Indonesian manganese
alloying project. The Company’s current
operations in Indonesia have limited exposure
or a body corporate that was related to
the Company, when the contract was
made or when the Director received, or
became entitled to receive, the benefi t
(if any).
Remuneration report (audited)
The information provided in this
remuneration report has been audited
as required under Section 308 (3C) of the
Corporations Act 2001. During the fi nancial
year the key management personnel and
Directors (see page 5 for details about each
Director and key management personnel)
are as follows.
Craig Munro
to the environmental regulation. No breaches
Non-executive Chairman
Hamish Bohannan
Managing Director
Andrew Wilson
Non-executive Director
Paul O’Shaughnessy
Non-executive Director
(resigned 27 July 2016)
Leonard Math
CFO & Company Secretary
Paul Robinson
COO (appointed 1 January 2017)
of any environmental restrictions were
recorded during the fi nancial year.
Director’s benefi ts
Since the date of the last Directors’ Report,
no Director of the Company has received,
or become entitled to receive, (other than
a remuneration benefi t included in Note 14
to the fi nancial statements or remuneration
report), a benefi t because of a contract that
involved:
(a) the Director; or
(b) a fi rm of which the Director is a member; or
(c) an entity in which the Director has a
substantial fi nancial interest (during the
year ended 30 June 2017, or at any other
time) with the Company; or
2424
GULF MANGANESE CORPORATION LIMITED (ACN: 059 954 317) ANNUAL REPORT 2017
A
Remuneration policy
The objective of the Company’s policy is to
provide remuneration that is competitive
and appropriate. The Board ensures that
executive reward satisfi es the following
key criteria for good reward governance
practices:
(i)
competitiveness and reasonableness;
(ii) acceptability to shareholders;
(iii)
transparency; and
(iv) capital management.
Directors’ and executives’ remuneration
The policy of the Company is to pay
remuneration of Directors in amounts in
line with employment market conditions
relevant in the mining industry.
Fees and payments to non-executive
directors refl ect the demands which are
made on, and the responsibilities of, the
directors. Non-executive Directors’ fees and
payments are reviewed annually by the
Board. The Chairman’s fees are determined
independently to the fees of Non-Executive
Directors based on comparative roles in the
external market.
30-Jun-17
30-Jun-16
30-Jun-15
30-Jun-14
30-Jun-13
$
1,100
$
$
$
$
-
150,043
-
100,023
(5,363,308)
(2,903,474)
(2,594,559)
(5,622,881)
(530,212)
8,636,614
841,174
(836,429)
(227,215)
834,103
Revenue
Net Profi t /
(Loss) before
tax
Net Asset/
(Liability)
Performance based remuneration
Performance Rights
During the year, 45 million performance rights expiring 28 November 2016 were issued to
Directors. The following are the vesting conditions for the performance rights:
Vesting Conditions
C Munro
H Bohannan
A Wilson
Completion of fi nancing for 1st
and 2nd smelter
Completion of 1st smelter
construction
Completion of MoU with
manganese suppliers
Completion of 60% off take
agreement for 1st and 2nd
smelter
Successful commissioning of the
1st smelter
2,000,000
5,000,000
2,000,000
2,000,000
5,000,000
2,000,000
2,000,000
5,000,000
2,000,000
2,000,000
5,000,000
2,000,000
2,000,000
5,000,000
2,000,000
The Constitution of the Company
TOTAL
10,000,000
25,000,000
10,000,000
provides that non-executive Directors may
collectively be paid as remuneration for
their services a fi xed sum not exceeding
the aggregate maximum sum per annum
determined by the Company in a general
meeting. The current aggregate maximum
is $500,000.
The table right sets out summary
information about the Consolidated Entity’s
earnings and movements in net asset for
the last 5 years:
There was no other performance-based remuneration paid to Directors during the fi nancial
year.
Voting and comments made at the Company’s 2016 Annual General Meeting
In 2016 Annual General Meeting, the Company received 92.41% votes in favour of the
adoption of its remuneration report and did not receive any specifi c feedback at the AGM or
throughout the year on its remuneration practices.
25
GULF MANGANESE CORPORATION LIMITED (ACN: 059 954 317) ANNUAL REPORT 2017
B Details of remuneration
Amounts of remuneration
Details of the remuneration of the Directors, the Key Management Personnel of the Company (as defi ned in AASB 124 Related Party
Disclosures) and specifi ed executives of the Company are set out in the following tables:
SHORT-TERM
BENEFITS
POST
EMPLOYMENT
BENEFITS
OTHER
SHARE-BASED PAYMENT
TOTAL
Directors
Salary and fees
Super-
annuation
Retirement
Benefi ts
Fees
Craig Munro (appointed 1 Feb 2016)
2017
2016
94,216
31,659
5,784
3,008
-
-
Hamish Bohannan (appointed CEO 28 Oct 2015 and Managing Director 1 Feb 2016)
2017
2016
272,060
175,623
23,401
16,684
Andrew Wilson (appointed 17 Feb 2016)
2017
2016
60,000
20,000
Paul O’Shaughnessy (resigned 27 July 2016)
2017
2016
14,194
40,000
Total Remuneration Directors
-
-
-
-
2017
2016
440,470
267,282
29,185
19,692
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Executives
Leonard Math*
2017
2016
127,647*
100,895*
Paul Robinson (appointed on 1 January 2016)
2017
2016
92,202
-
Total Remuneration Executives
6,607
-
8,759
-
2017
2016
219,849
100,895
15,366
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Shares/
Options
Remuneration
consisting of
Options
$
435,000
81.31%
-
-
535,000
34,667
1,155,000
1,128,000
79.63%
85.43%
1,450,461
1,320,307
435,000
87.88%
-
-
-
-
-
-
495,000
20,000
14,194
40,000
2,025,000
1,128,000
81.17%
2,494,654
79.72%
1,414,974
322,500
70.61%
-
-
456,754
100,895
300,000
74.82%
400,962
-
-
-
622,500
72.58%
-
-
857,716
100,895
*Fees relates to Chief Financial Offi cer and Company Secretarial services provided through Nexia Perth Pty Ltd (previously GDA Corporate) until
31 December 2016 of $44,350 (2016:$100,895). Mr Leonard Math does not have benefi cial interest in Nexia and was an employee of Nexia until
31 December 2016. Mr Leonard Math become full time employee of Gulf Manganese Corporation Limited as CFO & Company Secretary from 16
January 2017.
26
GULF MANGANESE CORPORATION LIMITED (ACN: 059 954 317) ANNUAL REPORT 2017
C Service agreements
TThe Company has an Executive Service
Agreement with Mr Hamish Bohannan
for his role as Managing Director and
Chief Executive Offi cer. Hamish will
be remunerated at an annual salary
of $250,000 inclusive of statutory
superannuation with a three months’
termination notice period.
The Company has an Executive Service
Agreement with Mr Leonard Math
for his role as Chief Financial Offi cer
and Company Secretary. Leonard will
be remunerated at an annual salary
of $180,000 inclusive of statutory
superannuation with a three months’
termination notice period.
The Company has an Executive Service
Agreement with Mr Paul Robinson
for his role as Chief Operating Offi cer.
Paul will be remunerated at an annual
salary of $210,000 inclusive of statutory
superannuation with a three months’
termination notice period.
Non-Executive Directors receive a letter
of appointment which contains key
terms to their appointment. Such terms
include the term in accordance with
the Constitution of the Company, time
commitment expected, role, standards
of conduct and cessation of offi ce.
The Non-Executive Directors receive a
remuneration package of $5,000 per
month with the Chairman receiving
$8,333 per month inclusive of statutory
superannuation.
Mr Andrew Wilson is employed by
Kesempatan Pty Ltd (“KPL”) and has
a benefi cial interest in KPL. Under an
Agreement with the Company, KPL
provides the services of Mr Wilson as a
Non-Executive Director of the Company.
During the year, the Company had a
service agreement with Nexia Perth
Pty Ltd for the provision of services as
Accounting & Company Secretary by
Mr Leonard Math. Mr Leonard Math was
an employee of Nexia Perth. The service
agreement was terminated in December
2016. The details of the services
agreement with Nexia were as follows:-
Monthly Fees
Accounting: $2,500 plus GST
Company Secretary: $4,000 plus GST
Termination Notice Period – 3 months
There are no other service agreements
other than disclosed above.
Termination benefi ts
The Company is not liable for any
termination benefi ts on termination of
the current executive or non-executive
directors or key management personnel
other than payment of period of notice
on termination where applicable.
D Share-based compensation
Options granted to Directors’ and Offi cers
During the year, 55,000,000 Unlisted
Options exercisable at 2 cents expiring
5 September 2021 were issued each to
Directors and Offi cers. The options were
issued to under the Company’s Employee
and Contractor Share Option Plan.
Directors and
Offi cers
Craig Munro
Hamish Bohannan
Andrew Wilson
Leonard Math
Options
10,000,000
30,000,000
10,000,000
5,000,000
Refer to Note 10 for the inputs used for the
valuation of these options.
Shares issued on exercise of unlisted
options
There were no unlisted options exercised
during the fi nancial year.
Fair value of options granted
The assessed fair value at grant date of
options granted to individuals is allocated
equally over the period from grant date to
vesting date. Fair values at grant date are
independently determined using a Black
Scholes option pricing model.
E Additional information
Options granted to Directors and Offi cers
carry no dividend or voting rights.
27
GULF MANGANESE CORPORATION LIMITED (ACN: 059 954 317) ANNUAL REPORT 2017
Remuneration report (audited) (continued)
F Key Management Personnel shareholdings
Directors/Executives
Balance at the beginning
of the year
Share issue during the
year
Held at Resignation
Balance at End of Year
Craig Munro
Hamish Bohannan
Andrew Wilson
Paul O’Shaughnessy*
Leonard Math
Paul Robinson**
*Resigned on 27 July 2016
**Appointed on 1 January 2017
-
1,333,3331
65,000,000
-
-
2,500,000
-
-
8,333,3331
-
846,2292
678,4002
-
-
-
-
-
-
1,333,333
65,000,000
8,333,333
-
3,346,229
678,400
1Participated in a placement at a price of 1.5 cents each for 1,333,333 shares with free attaching 2,000,000 Listed Options exercisable at 0.5 cents expiring
21 April 2019.
2Participatied in a placement at a price of 1.5 cents each with 3 for 2 free attaching Listed Options exercisable at 0.5 cents expiring 21 April 2019.
G Key Management Personnel option holdings
Directors/Executives
Balance at the beginning
of the year
Options issue during
the year
Held at Resignation
Balance at End of Year
Craig Munro
Hamish Bohannan
Andrew Wilson
Paul O’Shaughnessy*
Leonard Math
Paul Robinson**
*Resigned on 27 July 2016
**Appointed on 1 January 2017
-
32,500,000
-
1,000,000
1,250,000
-
12,000,0001
30,000,000
12,000,0001
-
-
-
-
1,000,000
6,269,3412
1,017,6002
-
-
12,000,000
62,500,000
12,000,000
-
7,519,341
1,017,600
1Participated in a placement at a price of 1.5 cents each for 1,333,333 shares with free attaching 2,000,000 Listed Options exercisable at 0.5 cents expiring
21 April 2019.
2Participated in a placement at a price of 1.5 cents each with 3 for 2 free attaching Listed Options exercisable at 0.5 cents expiring 21 April 2019.
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There is no other additional information other than the information disclosed above.
This is the end of the audited remuneration report.
28
GULF MANGANESE CORPORATION LIMITED (ACN: 059 954 317) ANNUAL REPORT 2017
Shares under option
At the date of this report, unissued ordinary shares of the Company under option are:
Expiry date
Exercise price
Number of options
21-Apr-19
30-Sep-18
30-Sep-18
21-Feb-18
31-Dec-18
5-Sep-21
$0.005
$0.0196
$0.0496
$0.0196
$0.2496
$0.02
1,341,823,972
51,925,917
15,000,000
10,000,000
7,500,000
74,000,000
1,448,499,899
Vested and
exercisable
Yes
Yes
Yes
Yes
Yes
Yes
When exercisable, each option is convertible into one ordinary share.
Convertible notes
Proceedings on behalf of Company
At the date of this report, the total number
of outstanding convertible notes is 100.
Below are the terms and conditions of the
convertible notes:
1. Face value – $10,000 per convertible note.
2. Conversion:
Conversion before 21 August 2017: Each
note may be converted into Gulf shares at
1.5 cents with free attaching 3 for 2 Listed
Options (GMCO) exercisable at 0.5 cents
expiring 21 April 2019.
Conversion after 21 August 2017: Each note
may be converted into Gulf shares at 1.5
cents.
3. Interest – payable monthly in arrears at 8%
per annum.
4. Redemption – Each note may be
redeemed at the Holders option 3 months
from issue or any time thereafter with 1
month notifi cation and all outstanding
notes will be redeemed in full 24 months
from issue.
5. Term – 2 years from the date of issue.
Indemnifi cation
There are indemnities and insurances for the
Directors in regard to their positions. These
insure and indemnify the Directors including
former Directors against certain liabilities
arising in the course of their duties. The
Directors have not disclosed the amount of the
premiums paid as such disclosure is prohibited
under the terms of the policies.
No person has applied for leave of Court under
section 237 of the Corporations Act 2001 to
bring proceedings on behalf of the Company
or intervene in any proceedings to which the
Company is a party for the purpose of taking
responsibility on behalf of the Company for all
or any part of those proceedings.
The Company was not a party to any such
proceedings during the year.
Non-audit services
There were no non-audit services provided
for the fi nancial year (2016: nil). The Auditor’s
remuneration is disclosed in Note 20.
Auditor independence declaration
A copy of the Auditor’s independence
declaration as required under section 307C of
the Corporations Act 2001 is set out on page 30.
Signed in accordance with a resolution of the
Directors and on behalf of the board by:
Craig Munro
Non-executive Chairman
Perth, Western Australia
29 September 2017
29
To The Board of Directors
Auditor’s Independence Declaration under Section 307C of the
Corporations Act 2001
As lead audit director for the audit of the financial statements of Gulf Manganese
Corporation Limited for the financial year ended 30 June 2017, I declare that to the best
of my knowledge and belief, there have been no contraventions of:
the auditor independence requirements of the Corporations Act 2001 in relation to
the audit; and
any applicable code of professional conduct in relation to the audit.
Yours faithfully
BENTLEYS
Chartered Accountants
CHRIS NICOLOFF CA
Director
Dated at Perth this 29th day of September 2017
3030
FINANCIAL STATEMENTS FOR PERIOD ENDED 30 JUNE 2017
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2017
Revenue
Interest income
Expenses
Directors remuneration
Administrative expenses
Exploration and evaluation expenses
Foreign exchange losses
Settlement expenses
Legal fees
Depreciation
Loss on sale of fi xed assets
Professional fees
Share based payments
Impairment of available-for-sale investment
Interest on fi nance
Loss before income tax
Income tax benefi t/(expense)
Net loss after tax
Other comprehensive loss for the year, net of tax
Total comprehensive loss for the year
Basic and diluted loss per share
Note
2017
$
1,100
158,129
1,256,671
2,033
13,004
-
60,485
6,520
-
2016
$
-
163,583
880,879
2,252
-
283,064
106,519
7,460
4,776
281,841
183,989
10
3,550,501
1,128,000
-
35,224
75,000
67,952
(5,364,408)
(2,903,474)
(5,363,308)
(2,903,474)
-
-
(5,363,308)
(2,903,474)
-
-
(5,363,308)
(2,903,474)
2017
Cents
(0.39)
2016
Cents
(0.94)
2
3
12
The above Consolidated Statement of Profi t or Loss and Other Comprehensive Income should be read in conjunction with
the accompanying notes.
31
GULF MANGANESE CORPORATION LIMITED (ACN: 059 954 317)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 30 JUNE 2017
Current assets
Cash and cash equivalents
Trade and other receivables
Total current assets
Non-current assets
Plant and equipment
Non-current assets
Total assets
Current liabilities
Trade and other payables
Borrowings
Total current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Options reserve
Accumulated losses
Total equity
Note
4
5
6
7
8
9
10
11
2017
$
5,348,144
580,189
5,928,333
2016
$
621,747
106,756
728,503
4,248,455
4,248,455
977,101
977,101
10,176,788
1,705,604
540,174
1,000,000
1,540,174
394,430
470,000
864,430
1,540,174
864,430
8,636,614
841,174
32,309,605
23,325,358
6,681,714
2,507,213
(30,354,705)
(24,991,397)
8,636,614
841,174
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
32
FINANCIAL STATEMENTS FOR PERIOD ENDED 30 JUNE 2017
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2017
Balance at 1 July 2016
Loss for the year
Total comprehensive loss for the year
Transaction with owners,
recorded directly in equity
Share based payments
Securities issue during the year
(net of costs)
Total equity transactions
Balance 30 June 2017
Contributed
Equity
$
Options
Reserve
$
Accumulated
Losses
$
Notes
Total
Equity
$
23,325,358
2,507,213
(24,991,397)
841,174
-
-
(5,363,308)
(5,363,308)
(5,363,308)
(5,363,308)
10
9
4,174,501
8,984,247
-
8,984,247
4,174,501
-
-
-
4,174,501
8,984,247
13,158,748
32,309,605
6,681,714
(30,354,705)
8,636,614
-
-
-
Contributed
Equity
$
Options
Reserve
$
Accumulated
Losses
$
Notes
Total
Equity
$
Balance at 1 July 2015
Loss for the year
Total comprehensive loss for the year
19,903,222
1,348,272
(22,087,923)
(836,429)
-
-
-
-
(2,903,474)
(2,903,474)
(2,903,474)
(2,903,474)
Transaction with owners,
recorded directly in equity
Share based payments
Securities issue during the year
(net of costs)
Total equity transactions
Balance 30 June 2016
10
9
900,000
1,158,941
2,522,136
-
3,422,136
1,158,941
-
-
-
2,058,941
2,522,136
4,581,077
23,325,358
2,507,213
(24,991,397)
841,174
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
33
GULF MANGANESE CORPORATION LIMITED (ACN: 059 954 317)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2017
Cash fl ows from operating activities
Other receipts
Payments to suppliers and employees
Interest received
Interest paid
Note
2017
$
2016
$
-
139,096
(1,506,779)
(1,955,608)
1,100
-
(35,224)
(67,952)
Net cash fl ows used in operating activities
4
(1,540,903)
(1,884,464)
Cash fl ows from investing activities
Purchase of property, plant and equipment
Proceeds from sale of plant and equipment
Payments for project development expenditure
Net cash fl ows used in investing activities
Cash fl ows from fi nancing activities
Proceeds from issue of securities - net of issue costs
Proceeds from borrowings
Repayment of borrowings
Net cash fl ows from fi nancing activities
Net increase in cash and cash equivalents
Foreign exchange diff erences
Cash and cash equivalents at beginning of the year
(8,927)
-
(5,209)
12,977
(3,006,352)
(442,886)
(3,015,279)
(435,118)
8,295,583
3,120,496
1,000,000
-
-
(188,805)
9,259,583
2,931,691
4,739,401
612,109
(13,003)
621,747
-
9,638
Cash and cash equivalents at the end of the year
4
5,348,145
621,747
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
34
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017
Corporate Information
The fi nancial report of the Company for the year
ended 30 June 2017 was authorised for issue in
accordance with a resolution of the Directors on
29 September 2017. Gulf Manganese Corporation
Limited is a company limited by shares incorporated
in Australia whose shares are publicly traded on the
Australian stock exchange.
The nature of the operations and principal activities
of the Company are described in the review of
operations.
NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
(a) Basis of preparation
These fi nancial statements are general-
purpose fi nancial statements, which have been
prepared in accordance with the requirements
of the Corporations Act 2001, and Australian
Accounting Standards and Interpretations.
These fi nancial statements have been prepared
on a historical cost basis.
Gulf Manganese Corporation Ltd is a for-profi t
entity for the purpose of preparing the fi nancial
statements. These consolidated fi nancial
statements are presented in Australian dollars
and all values are expressed as whole dollars.
(b) Going concern
The fi nancial report has been prepared on
the going concern basis, which contemplates
the continuity of normal business activity and
the realisation of assets and the settlement of
liabilities in the normal course of business.
The consolidated entity had a working capital
surplus position of $4,388,159 as at 30 June
2017 (30 June 2016: working capital defi cit of
$135,927), incurred a net loss after tax for the
fi nancial year ended 30 June 2017 of $5,363,308
(30 June 2016: $2,903,474) and experienced
net cash outfl ows from operating activities of
$1,540,903 (30 June 2016: $1,884,464).
The directors have prepared a cash fl ow
forecast, which indicates that the consolidated
entity will have suffi cient cash fl ows to
meet all commitments and working capital
requirements for the 12 month period from the
date of signing this fi nancial report. Included in
the cash fl ow forecast is further capital raising
or sale of manganese concentrate to fund the
Kupang Smelting Hub Facility to completion.
Based on the cash fl ow forecasts and other
factors referred to above, the directors are
satisfi ed that the going concern basis of
preparation is appropriate. In particular, given
the consolidated entity’s history of raising
capital to date, the directors are confi dent of the
consolidated entity’s ability to raise additional
funds as and when they are required.
35
Should the consolidated entity be unable
to raise suffi cient capital to progress the
construction of the Kupang Smelting Hub
Facility, the company has adequate cash
resources to continue as a going concern by
delaying the construction completion timeline
of the facility or even relinquishing the project
and securing another project, and managing
cash fl ow in line with its existing working capital
position.
(c) Statement of compliance
These fi nancial statements comply with
Australian Accounting Standards and other
authoritative pronouncements of the Australian
Accounting Standards Board and Australian
Accounting Interpretations. Compliance with
Australian Accounting Standards ensures that
the fi nancial report, comprising the fi nancial
statements and notes thereto, complies with
the International Financial Reporting Standards
(IFRS).
(d) Change in accounting policy
In the current reporting period the accounting
policy for reporting and disclosing intangible
assets has changed. All intangible assets
are now classifi ed as property, plant and
equipment in accordance with the following
disclosure. Expenditures previously capitalised
to intangible assets under AASB 138 are now
considered to be directly attributable costs for
the construction of a smelter plant under AASB
116. The directors are of the opinion that the
change in accounting policy is both in line with
Australian Accounting Standards and provides
the users with reliable and relevant information.
Policy:
Plant and Equipment - Smelter hub under
construction
The smelter in the course of construction is
carried at cost, less any recognised impairment
loss. Cost includes any costs that are directly
attributable to the construction of the asset,
including professional fees. Depreciation of
this asset commences when it is ready for its
intended use.
Eff ects of Change in Accounting Policy
Had the new accounting policy in relation
to intangible assets always been applied, the
following table demonstrates the eff ect of this
change.
Change
Restated
30/06/16
$
Previously
Reported
30/06/16
$
-
(955,200)
955,200
977,101
955,200
21,901
Statement
of fi nancial
position
Intangible
assets
Plant and
equipment
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 (continued)
NOTE 1
Summary of signifi cant accounting policies
(continued)
The change in accounting policy does not result
in any change to the comparative statement
of profi t or loss, statement of changes in
equity or statement of changes in equity as no
amortisation had previously been recognised
as development costs, and no depreciation is
required as the asset is still under construction.
There is no impact to earnings per share.
As part of the above change in accounting
policy, the allocation of payments in the
consolidated statement of cash fl ows relating
to the smelter have been adjusted in the
comparative year from operating to investing.
(e) Critical accounting estimates
Estimates and judgments are continually
evaluated and are based on historical
experience and other factors, including
expectations of future events that may have
a fi nancial impact on the entity and that
are believed to be reasonable under the
circumstances. The Company makes estimates
and assumptions concerning the future.
The resulting accounting estimates will, by
defi nition, seldom equal the related actual
results. The estimates and assumptions that
have a signifi cant risk of causing a material
adjustment to the carrying amounts and
liabilities within the next fi nancial year are
discussed below.
Fair value of share options and assumptions
The fair value of services received in return for
share options granted to consultants, directors
and employees is measured by reference to
the fair value of options granted. The estimate
of the fair value of the services is measured
based on Black-Scholes options valuation
methodology.
Impairment
The carrying amounts of the consolidated
entity’s assets are reviewed at each reporting
date to determine whether there is any
indication of impairment. If any such indication
exists, the asset’s recoverable amount is
estimated.
(i)
Impairment of exploration and evaluation
assets
The future recoverability of capitalised
exploration and evaluation expenditure
is dependent on a number of factors,
including whether the consolidated entity
decides to exploit the related lease itself or,
if not, whether it successfully recovers the
related exploration and evaluation asset
through sale.
Factors that would impact the future
recoverability include the level of reserves
and resources, future technological
changes, which would impact the cost of
mining, future legal changes (including
changes to environmental restoration
obligations) and changes to commodity
prices.
To the extent that capitalised exploration
and evaluation expenditure is determined
not to be recoverable in the future, profi ts
and net assets will be reduced in the
period in which this determination is
made.
In addition, exploration and evaluation
expenditure is capitalised if the activities
in the area of interest have not yet
reached a stage that permits a reasonable
assessment of the existence or otherwise
of economically recoverable reserves. To
the extent that it is determined in the
future that this capitalise expenditure
should be written off or impaired, profi ts
and net assets will be reduced in the
period in which this determination is
made.
(ii) Calculation of recoverable amount
The recoverable amount of the consolidate
entity’s receivables carried at amortised
costs is calculated at the present value of
estimated future cash fl ows, discounted
at the original eff ective interest rate (i.e.
the eff ective interest rate computed at
initial recognition of these fi nancial assets).
Receivable with a short duration are not
discounted.
Impairment of receivable is not recognised
until objective evidence is available that
a loss event has occurred. Signifi cant
receivables are individually assessed for
impairment.
The recoverable amount of other assets
is greater of their fair value less costs to
sell and value in use. In assessing value
in use, the estimated future cash fl ows
are discounted to their present value in
using a pre-tax discount rate that refl ects
current market assessments of the time
value of money and risk specifi c to the
asset. For an asset that does not generate
largely independent cash infl ows, the
recoverable amount is determined for the
cash-generating unit to which the asset
belongs.
(iii) Available for sale fi nancial assets
AFS assets are subsequently measured at
fair value. The value applied for fair value is
the value of the most capital raising price
conducted by the Company and using
any other available data of the market for
the asset held. Any impairment loss is then
expensed in the period identifi ed.
(f ) Plant and equipment
Plant and equipment is stated at cost
less accumulated depreciation and any
accumulated impairment losses. Such cost
includes the cost of replacing parts that are
eligible for capitalisation when the cost of
replacing the parts is incurred. Similarly, when
each major inspection is performed, its cost is
recognised in the carrying amount of the plant
and equipment as a replacement only if it is
eligible for capitalisation.
Depreciation is calculated on the diminishing
value basis to write off the net cost of each
item of property, plant and equipment over
its expected useful life. Depreciation rates for
motor vehicles are at 22.5% and for other plant
and equipment, the rates range from 15- 40%.
36
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 (continued)
NOTE 1
Summary of signifi cant accounting policies
(continued)
(g) Cash and cash equivalents
For purposes of the statement of cash fl ows,
cash includes deposits at call which are readily
convertible to cash on hand and which are used
in the cash management function on a day-to-
day basis, net of outstanding bank overdrafts.
(h) Goods and services tax
Revenues, expenses and assets are recognised
net of the amount of goods and services
tax (GST), except where the amount of GST
incurred is not recoverable from the Australian
Tax Offi ce (ATO). In these circumstances
the GST is recognised as part of the cost of
acquisition of the asset or as part of an item
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.
Cash fl ows are included in the Statement of
Cash Flows on a gross basis.
The GST components of cash fl ows arising from
investing and fi nancing activities which are
recoverable from, or payable to, the ATO are
classifi ed as operating cash fl ows.
(i)
Investments
Investments in controlled entities are carried in
the Company’s fi nancial statements at the lower
of cost and recoverable amount.
Available-for-sale investments
Available-for-sale investments are non-
derivative fi nancial assets that are either
not capable of being classifi ed into other
categories of fi nancial 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 fi xed
maturity nor fi xed or determinable payments.
They are subsequently measured at fair
value with any re-measurements other than
impairment losses and foreign exchange gains
and losses recognised in other comprehensive
income. When the fi nancial asset is de-
recognised, the cumulative gain or loss
pertaining to that asset previously recognised in
other comprehensive income is reclassifi ed into
profi t or loss.
Available-for-sale fi nancial assets are classifi ed
as non-current assets when they are expected
to be sold after 12 months from the end of the
reporting period. All other available-for-sale
fi nancial assets are classifi ed as current assets.
(j) Trade and other payables
Liabilities are recognised for amounts to be
paid in the future for goods or services received,
whether or not billed to the Company. Trade
accounts payable are normally settled within
30 days.
37
(k) Contributed equity
Ordinary shares are classifi ed as equity.
Transaction costs arising on the issue of equity
instruments are recognised directly in equity
as a reduction of the proceeds of the equity
instruments to which the costs relate.
(l) Earnings per share
(i)
Basic earnings per share
Basic earnings per share is determined by
dividing the operating loss after income
tax by the weighted average number of
ordinary shares outstanding during the
fi nancial year.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the
fi gures used in the determination of basic
earnings per share by taking into account
amounts unpaid on ordinary shares and
any reduction in earnings per share that
will probably arise from the exercise of
partly paid shares or options outstanding
during the fi nancial year.
(m) Revenue recognition
Revenues are recognised at fair value of the
consideration received net of the amount of
goods and services tax (GST). Exchanges of
goods or services of the same nature without
any cash consideration are not recognised as
revenues.
Interest income
Interest income is recognised as it accrues,
taking into account the eff ective yield on the
fi nancial asset.
Sale of non-current assets
Gains or losses arising on the sale of non-
current assets are included in profi t or loss
at the date control of the asset passes to the
buyer, usually when an unconditional contract
of sale is signed. The gain or loss on disposal
is calculated as the diff erence between the
carrying amount of the asset at the time of
disposal and the net proceeds on disposal.
(n) Principles of consolidation
The consolidated fi nancial statements
incorporate the assets and liabilities of all
subsidiaries of Gulf Manganese Corporation
Limited (“company” or “parent entity”) as at 30
June 2017 and the results of all subsidiaries
for the year then ended. Gulf Manganese
Corporation Limited and its subsidiary together
are referred to in this fi nancial report as the
Company or the consolidated entity.
Subsidiaries are all those entities (including
special purpose entities) over which the
Company has the power to govern the fi nancial
and operating policies, generally accompanying
a shareholding of more than one-half of
the voting rights. The existence and eff ect
of potential voting rights that are currently
exercisable or convertible are considered when
assessing whether the Company controls
another entity.
Subsidiaries are fully consolidated from the date
on which control is transferred to the Company.
They are de-consolidated from the date that
control ceases.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 (continued)
of amounts previously written off are credited
against other expenses in the statement of
comprehensive income.
Income tax
Deferred income tax is provided on all
temporary diff erences at the reporting date
between the tax bases of assets and liabilities
and their carrying amounts for fi nancial
reporting purposes.
Deferred income tax liabilities are recognised for
all taxable temporary diff erences:
• Except where the deferred income tax
•
liability arises from the initial recognition
of an asset or liability in a transaction that
is not a business combination and, at the
time of the transaction, aff ects neither the
accounting profi t nor taxable profi t or loss;
and
In respect of taxable temporary diff erences
associated with investments in subsidiaries,
associates and interests in joint ventures,
except where the timing of the reversal
of the temporary diff erences can be
controlled and it is probable that the
temporary diff erences will not reverse in the
foreseeable future.
Deferred income tax assets are recognised for all
deductible temporary diff erences, carry-forward
of unused tax assets and unused tax losses, to
the extent that it is probable that taxable profi t
will be available against which the deductible
temporary diff erences, and the carry-forward of
the unused tax assets and unused tax losses can
be utilized:
Except where the deferred income tax asset
relating to the deductible temporary diff erence
arises from the initial recognition of an asset or
liability in a transaction that is not a business
combination and, at the time of the transaction,
aff ects neither the accounting profi t nor taxable
profi t or loss; and
In respect of deductible temporary diff erences
associated with investments in subsidiaries,
associates and interests in joint ventures,
deferred tax assets are only recognised to the
extent that it is probable that the temporary
diff erences will reverse in the foreseeable future
and taxable profi t will be available against
which the temporary diff erences can be utilized.
The carrying amount of deferred income
tax assets is reviewed at each reporting date
and reduced to the extent that it is no longer
probable that suffi cient taxable profi t will be
available to allow all or part of the deferred
income tax asset to be utilized.
Deferred income tax assets and liabilities are
measured at the tax rates that are expected to
apply to the year when the asset is realised or
the liability is settled, based on tax rates (and tax
laws) that have been enacted or substantively
enacted at the reporting date.
Income taxes relating to items recognised
directly in equity are recognised in equity and
not in profi t or loss.
NOTE 1
Summary of signifi cant accounting policies
(continued)
The acquisition method of accounting is used
to account for the acquisition of subsidiaries by
the Company.
(p)
The Company applies a policy of treating
transactions with non-controlling interests
as transactions with parties external to the
Company. Disposals to non-controlling interests
result in gains and losses for the Company that
is recorded in the statement of comprehensive
income. Purchases from non-controlling
interests result in goodwill, being the diff erence
between any consideration paid and the
relevant share acquired of the carrying value of
identifi able net assets of the subsidiary.
Intercompany transactions, balances and
unrealised gains on transactions between
Company companies are eliminated. Unrealised
losses are also eliminated unless the transaction
provides evidence of the impairment of
the asset transferred. Accounting policies
of subsidiaries have been changed where
necessary to ensure consistency with the
policies adopted by the Company.
Non-controlling interests in the results and
equity of subsidiaries are shown separately in
the consolidated statement of comprehensive
income and statement of fi nancial position
respectively. Investments in subsidiaries are
accounted for at cost in the individual fi nancial
statements of Gulf Manganese Corporation
Limited.
(o) Trade and other receivables
Trade accounts receivable, amounts due from
related parties and other receivables represent
the principal amounts due at reporting date
plus accrued interest and less, where applicable,
any unearned income and provisions for
doubtful accounts.
Collectability of trade receivables is reviewed
on an ongoing basis. Debts which are known to
be uncollectible are written off by reducing the
carrying amount directly. An allowance account
(provision for impairment of trade receivables) is
used when there is objective evidence that the
Company will not be able to collect all amounts
due according to the original terms of the
receivables. Signifi cant fi nancial diffi culties of
the debtor, probability that the debtor will enter
bankruptcy or fi nancial reorganisation, and
default or delinquency in payments (more than
30 days overdue) are considered indicators that
the trade receivable is impaired. The amount
of the impairment allowance is the diff erence
between the asset’s carrying amount and the
present value of estimated future cash fl ows,
discounted at the original eff ective interest rate.
Cash fl ows relating to short-term receivables
are not discounted if the eff ect of discounting
is immaterial.
The amount of the impairment loss is
recognised in the statement of comprehensive
income within other expenses. When a trade
receivable for which an impairment allowance
had been recognised becomes uncollectable
in a subsequent period, it is written off against
the allowance account. Subsequent recoveries
38
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 (continued)
In assessing value in use, the estimated future
cash fl ows are discounted to their present
value using a pre-tax discount rate that refl ects
current market assessments of the time value
of money and the risks specifi c to the asset.
Impairment losses relating to continuing
operations are recognised in those expense
categories consistent with the function of the
impaired asset unless the asset is carried at
revalued amount (in which case the impairment
loss is treated as a revaluation decrease).
An assessment is also made at each reporting
date as to whether there is any indication that
previously recognised impairment losses may
no longer exist or may have decreased. If such
an indication exists, the recoverable amount is
estimated. A previously recognised impairment
loss is reversed only if there has been a change
in the estimates used to determine the asset’s
recoverable amount since the last impairment
loss was recognised. If that is the case, the
carrying amount of the asset is increased to its
recoverable amount. That increased amount
cannot exceed the carrying amount that would
have been determined, net of depreciation, had
no impairment loss been recognised for the
asset in prior years. Such a reversal is recognised
in profi t or loss unless the asset is carried at its
revalued amount, in which case the reversal
is treated as a revaluation increase. After such
a reversal the depreciation charge is adjusted
in future periods to allocate the asset’s revised
carrying amount, less any residual value, on a
systematic basis over its remaining useful life.
(t) Fair value estimation
The fair value of fi nancial assets and fi nancial
liabilities must be estimated for recognition and
measurement or for disclosure purposes.
The fair value of fi nancial instruments traded
in active markets (such as publicly traded
derivatives, and trading and available for sale
securities) is based on quoted market prices at
the reporting date. The quoted market price
used for fi nancial assets held by the Company
is the current bid price; the appropriate quoted
market price for fi nancial liabilities is the current
ask price.
The fair value of fi nancial instruments that are
not traded in an active market is determined
using valuation techniques. The Company uses
a variety of methods and makes assumptions
that are based on market conditions existing at
each reporting date. Quoted market prices or
dealer quotes for similar instruments are used
for long-term debt instruments held. Other
techniques, such as estimated discounted cash
fl ows, are used to determine fair value for the
remaining fi nancial instruments.
The nominal value less estimated credit
adjustments of trade receivables and payables
are assumed to approximate their fair values.
The fair value of fi nancial liabilities for disclosure
purposes is estimated by discounting the future
contractual cash fl ows at the current market
interest rate that is available to the Company for
similar fi nancial instruments.
NOTE 1
Summary of signifi cant accounting policies
(continued)
Tax consolidation legislation
Gulf Manganese Corporation Limited and its
100% owned Australian resident subsidiaries
have implemented the tax consolidation
legislation. Current and deferred tax amounts
are accounted for in each individual entity as if
each entity continued to act as a taxpayer on
its own.
Gulf Manganese Corporation Limited
recognises its own current and deferred tax
amounts and those current tax liabilities, current
tax assets and deferred tax assets arising from
unused tax credits and unused tax losses which
it has assumed from its controlled entities
within the tax consolidated Company.
Assets or liabilities arising under tax funding
agreements with the tax consolidated
entities are recognised as amounts payable
or receivable from or payable to other entities
in the Company. Any diff erence between the
amounts receivable or payable under the
tax funding agreement are recognised as a
contribution to (or distribution from) controlled
entities in the tax consolidated Company.
(q) Employee benefi ts
Provision is made for the Company’s liability
for employee benefi ts arising from services
rendered by employees to reporting date.
Employee benefi ts that are expected to be
settled within one year have been measured
at the amounts expected to be paid when
the liability is settled, plus related on-costs.
Employee benefi ts payable later than one year
have been measured at present value of the
estimated future cash outfl ows to be made for
those benefi ts and included in other payables.
(r) Segment reporting
Operating segments are now reported in a
manner that is consistent with the internal
reporting provided to the chief operating
decision maker, which has been identifi ed by
the Company as the Executive Director and
other members of the Board of Directors.
(s)
Impairment of assets
The Company assesses at each reporting date
whether there is an indication that an asset
may be impaired. If any such indication exists,
or when annual impairment testing for an asset
is required, the Company makes an estimate
of the asset’s recoverable amount. An asset’s
recoverable amount is the higher of its fair
value less costs to sell and its value in use and
is determined for an individual asset, unless the
asset does not generate cash infl ows that are
largely independent of those from other assets
or groups of assets and the asset’s value in use
cannot be estimated to be close to its fair value.
In such cases the asset is tested for impairment
as part of the cash-generating unit to which it
belongs. When the carrying amount of an asset
or cash-generating unit exceeds its recoverable
amount, the asset or cash-generating unit is
considered impaired and is written down to its
recoverable amount.
39
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 (continued)
NOTE 1
Summary of signifi cant accounting policies
(continued)
(i)
(u) Exploration and evaluation expenditure
Exploration and evaluation expenditure
incurred is accumulated in respect of each
identifi able area of interest in accordance with
AASB 6: Exploration and Evaluation Expenditure.
These costs are only carried forward where
the rights to the area of interest are current
and to the extent that they are expected to be
recouped through the successful development
or sale of the area, or where activities in the
area have not yet reached a stage that permits
reasonable assessment of the existence or
otherwise of economically recoverable reserves.
Accumulated costs in relation to an abandoned
area are written off in full against profi t in the
year in which the decision to abandon the area
is made.
(v) Financial instruments
Initial recognition and measurement
Financial assets and fi nancial liabilities are
recognised when the entity becomes a party
to the contractual provisions to the instrument.
For fi nancial assets, this is equivalent to the
date that the company commits itself to either
the purchase or sale of the asset (ie trade date
accounting is adopted).
Financial instruments are initially measured at
fair value plus transaction costs, except where
the instrument is classifi ed “at fair value through
profi t or loss”, in which case transaction costs
are expensed to profi t or loss immediately.
Classifi cation and subsequent measurement
Financial instruments are subsequently
measured at fair value, amortised cost using the
eff ective interest method, or cost.
Amortised cost is calculated as the amount at
which the fi nancial asset or fi nancial liability is
measured at initial recognition less principal
repayments and any reduction for impairment,
and adjusted for any cumulative amortisation
of the diff erence between that initial amount
and the maturity amount calculated using the
eff ective interest method.
The eff ective interest method is used to allocate
interest income or interest expense over the
relevant period and is equivalent to the rate
that discounts estimated future cash payments
or receipts (including fees, transaction costs
and other premiums or discounts) over the
expected life (or when this cannot be reliably
predicted, the contractual term) of the fi nancial
instrument to the net carrying amount of the
fi nancial asset or fi nancial liability. Revisions to
expected future net cash fl ows will necessitate
an adjustment to the carrying amount with
a consequential recognition of an income or
expense item in profi t or loss.
The Group does not designate any interests
in subsidiaries, associates or joint ventures
as being subject to the requirements of
Accounting Standards specifi cally applicable to
fi nancial instruments.
Financial assets at fair value through profi t
or loss
Financial assets are classifi ed at “fair
value through profi t or loss” when they
are held for trading for the purpose of
short-term profi t taking, derivatives not
held for hedging purposes, or when
they are designated as such to avoid
an accounting mismatch or to enable
performance evaluation where a group
of fi nancial assets is managed by key
management personnel on a fair value
basis in accordance with a documented
risk management or investment strategy.
Such assets are subsequently measured at
fair value with changes in carrying amount
being included in profi t or loss.
(ii) Loans and receivables
Loans and receivables are non-derivative
fi nancial assets with fi xed or determinable
payments that are not quoted in an active
market and are subsequently measured
at amortised cost. Gains or losses are
recognised in profi t or loss through the
amortisation process and when the
fi nancial asset is derecognised.
(iii) Available-for-sale investments
Available-for-sale investments are non-
derivative fi nancial assets that are either
not capable of being classifi ed into other
categories of fi nancial 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 fi xed maturity nor fi xed or
determinable payments.
They are subsequently measured at fair
value with any re-measurements other
than impairment losses and foreign
exchange gains and losses recognised
in other comprehensive income. When
the fi nancial asset is de-recognised, the
cumulative gain or loss pertaining to
that asset previously recognised in other
comprehensive income is reclassifi ed into
profi t or loss.
(iii) Available-for-sale investments (continued)
Available-for-sale fi nancial assets are
classifi ed as non-current assets when they
are expected to be sold after 12 months
from the end of the reporting period. All
other available-for-sale fi nancial assets are
classifi ed as current assets.
(iv) Financial liabilities
Non-derivative fi nancial liabilities other
than fi nancial guarantees are subsequently
measured at amortised cost. Gains or
losses are recognised in profi t or loss
through the amortisation process and
when the fi nancial liability is derecognised.
(w) New accounting standards and
interpretations
New or revised standards and interpretations
that are fi rst eff ective in the current reporting
period
The Group has adopted all of the new, revised or
amending Accounting Standards and Interpretations
issued by the Australian Accounting Standards Board
(“AASB”) that are mandatory for the current reporting
period.
40
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 (continued)
- allocate the transaction price to the
performance obligations in the contract(s);
and
- recognise revenue when (or as) the
performance obligations are satisfi ed.
The transitional provisions of this Standard
permit an entity to either: restate the contracts
that existed in each prior period presented
per AASB 108 : Accounting Policies, Changes
in Accounting Estimates and Errors (subject
to certain practical expedients in AASB 15 ); or
recognise the cumulative eff ect of retrospective
application to incomplete contracts on the date
of initial application. There are also enhanced
disclosure requirements regarding revenue.
Although the directors anticipate that the
adoption of AASB 15 may have an impact
on the Group’s fi nancial statements, it is
impracticable at this stage to provide a
reasonable estimate of such impact.
–
AASB 16 : Leases (applicable to annual
reporting periods beginning on or after 1
January 2019).
When eff ective, this Standard will replace the
current accounting requirements applicable
to leases in AASB 117 : Leases and related
Interpretations. AASB 16 introduces a single
lessee accounting model that eliminates
the requirement for leases to be classifi ed as
operating or fi nance leases.
The main changes introduced by the new
Standard are as follows:
- recognition of a right-of-use asset and
liability for all leases (excluding short-term
leases with less than 12 months of tenure
and leases relating to low-value assets);
- depreciation of right-of-use assets in
-
line with AASB 116 : Property, Plant and
Equipment in profi t or loss and unwinding
of the liability in principal and interest
components;
inclusion of variable lease payments that
depend on an index or a rate in the initial
measurement of the lease liability using
the index or rate at the commencement
date;
- application of a practical expedient to
permit a lessee to elect not to separate
non-lease components and instead
account for all components as a lease; and
inclusion of additional disclosure
requirements.
-
The transitional provisions of AASB 16 allow
a lessee to either retrospectively apply the
Standard to comparatives in line with AASB
108 or recognise the cumulative eff ect of
retrospective application as an adjustment to
opening equity on the date of initial application.
Although the directors anticipate that the
adoption of AASB 16 will impact the Group’s
fi nancial statements, it is impracticable at this
stage to provide a reasonable estimate of such
impact.
NOTE 1
Summary of signifi cant accounting policies
(continued)
The adoption of these Accounting Standards
and Interpretations did not have any signifi cant
impact on the fi nancial performance or position
of the Group during the fi nancial year.
Any new, revised or amending Accounting
Standards or Interpretations that are not yet
mandatory have not been early adopted.
New Accounting Standards for Application
in Future Periods
Accounting Standards issued by the AASB that
are not yet mandatorily applicable to the Group,
together with an assessment of the potential
impact of such pronouncements on the Group
when adopted in future periods, are discussed
below:
–
AASB 9 : Financial Instruments and
associated Amending Standards
(applicable to annual reporting periods
beginning on or after 1 January 2018).
The Standard will be applicable retrospectively
and includes revised requirements for the
classifi cation and measurement of fi nancial
instruments, revised recognition and
derecognition requirements for fi nancial
instruments and simplifi ed requirements for
hedge accounting.
The key changes that may aff ect the Group on
initial application include certain simplifi cations
to the classifi cation of fi nancial assets,
simplifi cations to the accounting of embedded
derivatives, upfront accounting for expected
credit loss, and the irrevocable election to
recognise gains and losses on investments in
equity instruments that are not held for trading
in other comprehensive income. Based on
preliminary analysis the directors anticipate
that the adoption of AASB 9 is unlikely to have
a material impact on the Group’s fi nancial
instruments.
–
AASB 15 : Revenue from Contracts with
Customers (applicable to annual reporting
periods beginning on or after 1 January
2018,).
When eff ective, this Standard will replace the
current accounting requirements applicable to
revenue with a single, principles-based model.
Apart from a limited number of exceptions,
including leases, the new revenue model
in AASB 15 will apply to all contracts with
customers as well as non-monetary exchanges
between entities in the same line of business
to facilitate sales to customers and potential
customers.
The core principle of the Standard is that
an entity will recognise revenue to depict
the transfer of promised goods or services
to customers in an amount that refl ects the
consideration to which the entity expects to be
entitled in exchange for the goods or services.
To achieve this objective, AASB 15 provides the
following fi ve-step process:
-
-
identify the contract(s) with a customer;
identify the performance obligations in the
contract(s);
- determine the transaction price;
41
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 (continued)
NOTE 2
EXPENSES
Expenses include:
Accounting/secretarial fees
Advertising and promotion
Depreciation expense
Share registry fees
Operating lease rental expense
Doubtful debts
NOTE 3
INCOME TAX
Loss for the period
Prima facie tax benefi t at Australian tax rate of 27.5% (2016: 28.5%)
Tax eff ect of non-deductible items:
Impairment of available for sale assets
Settlement of expenses - capital
Section 40-880
Non-deductible expenses
Share based payments
Temporary diff erences not recognised
Income tax expense
2017
$
44,100
20,405
6,520
25,958
32,930
109,462
239,375
2017
$
(5,363,308)
(1,474,910)
-
-
(172,519)
3,476
976,388
667,565
-
2016
$
72,831
38,228
7,460
29,421
161,833
-
309,773
2016
$
(2,903,474)
(871,490)
21,375
80,673
(88,328)
21
321,480
492,269
-
No income tax expense has been provided in the accounts because the company has an operating loss for the
year. No future tax benefi t attributable to tax losses has been brought to account as recovery is not probable.
The total of tax losses held within the company is $23,016,480 (2016: $20,747,996).
The benefi t will only be obtained if the company derives future assessable income of a nature and of an amount
suffi cient to enable the benefi t to be realised, continues to comply with the conditions for deductibility imposed
by taxation legislation and there are no changes in tax legislation adversely aff ecting the company in realising
the benefi t.
42
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 (continued)
NOTE 4
CASH AND CASH EQUIVALENTS
Cash at bank and on hand
Total cash and cash equivalents
2017
$
5,348,144
5,348,144
2016
$
621,747
621,747
Information about the Company’s exposure to interest rate risk is disclosed in Note 16.
(a)
Reconciliation of loss for the year to net cash fl ows
used in operating activities
Loss for the year
(5,363,308)
(2,903,474)
2017
$
2016
$
Adjustments for non-cash items:
• Depreciation
• Loss on sale of fi xed assets
• Share based payment expense
• Impairment of available-for-sale investment
• Non cash payments – settlement in equity
• Doubtful debt expense
• Foreign exchange diff erences
Net changes in working capital:
6,520
-
7,460
4,776
3,550,501
1,128,000
-
215,863
109,462
13,003
75,000
252,581
-
• Change in trade and other receivables
• Change in trade and other payables
(167,638)
94,694
16,423
(465,230)
Net cash fl ows used in operating activities
(1,540,903)
(1,884,464)
NOTE 5
TRADE AND OTHER RECEIVABLES
Trade receivables
Other receivables
Total trade and other receivables
2017
$
-
580,189
580,189
2016
$
-
106,756
106,756
As of 30 June 2017, trade receivables that were past due or impaired was nil (2016: nil). Information about the
Company’s exposure to credit risk is provided in Note 16.
43
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 (continued)
NOTE 6
PLANT AND EQUIPMENT
Smelter Hub
(Under
Construction)
$
955,200
-
955,200
955,200
3,268,947
4,224,147
Smelter Hub
(Under
Construction)
955,200
-
955,200
512,314
442,886
-
-
Motor Vehicles
$
-
-
-
-
-
-
-
Offi ce
Furniture &
Equipment
$
33,981
(12,080)
21,901
21,901
8,927
(6,520)
Total
$
989,181
(12,080)
977,101
977,101
3,277,874
(6,520)
24,308
4,248,455
Motor Vehicles
$
-
-
-
20,024
-
(2,271)
(17,753)
Offi ce
Furniture &
Equipment
$
33,981
(12,080)
21,901
21,881
5,209
(5,189)
-
Total
$
989,181
(12,080)
977,101
554,219
448,095
(7,460)
(17,753)
955,200
-
21,901
977,101
Balance at 30 June 2017
At cost
Accumulated depreciation
Total written down amount
Reconciliation
Opening written down value
Additions
Depreciation charge for the year
Closing written down value
at 30 June 2017
Balance at 30 June 2016
At cost
Accumulated depreciation
Total written down amount
Reconciliation
Opening written down value
Additions
Depreciation charge for the year
Disposals
Closing written down value
at 30 June 2016
NOTE 7
TRADE AND OTHER PAYABLES
Trade payables
Accruals
Other payables
Provision for annual leave
Total trade and other payables
2017
$
185,762
18,775
280,138
55,498
540,173
2016
$
143,493
49,110
201,827
-
394,430
44
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 (continued)
NOTE 8
BORROWINGS
Current
Convertible notes1, 2
Total borrowings
2017
$
1,000,000
1,000,000
1 The following table shows the movement of convertible notes during the period:
2017
$
470,000
1,000,000
(470,000)
1,000,000
Opening balance
Additions
Redeemed
Closing balance
2 Terms and conditions of the convertible notes:
Coupon:
Term:
8%
3 years from issue
Interest payments: Monthly in arrears
2016
$
470,000
470,000
2016
$
600,000
-
(130,000)
470,000
Denominations:
100 notes in denominations of AUD$10,000 per note
Ranking of Notes: Will rank senior in obligation of payment to any future indebtedness including dividends
Guarantees:
Conversion:
The issuer’s obligations under the Notes will be guaranteed by Gulf Manganese
Corporation Limited and International Manganese Limited and subject to all regulatory
approvals
Conversion before 21 August 2017 - Each note may be converted into Gulf shares at 1.5
cents with free attaching 3 for 2 Listed Options (GMCO) exercisable at 0.5 cents expiring
21 April 2019.
Conversion after 21 August 2017 - Each note may be converted into Gulf shares at 1.5
cents.
Redemption:
Each note may be redeemed at the Holders option 3 months from issue or any time
thereafter with 1 month notifi cation and all outstanding notes will be redeemed in full
24 months from issue.
NOTE 9
CONTRIBUTED EQUITY
Shares on issue
2017
No
2017
$
2016
No
2016
$
Listed fully paid ordinary shares on issue
2,037,849,924
32,309,605
1,179,178,307
23,325,358
Total contributed equity
2,037,849,924
32,309,605
1,179,178,307
23,325,358
45
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 (continued)
NOTE 9
CONTRIBUTED EQUITY (Continued)
Movement in share capital
Balance at 1 July 2016
23 Aug 2016 Conversion of 3 convertible notes at 1.02 cents each
5 Sep 2016 Issue of 14,500,000 ordinary shares deemed at
0.4 cents each
5 Sep 2016 Issue of 20,000,000 ordinary shares at 0.2 cents each
12 Sep 2016 Issue of 70,000,000 ordinary shares at 1.5 cents each
12 Sep 2016 Conversion of 4 convertible notes at 1.36 cents each
15 Sep 2016 Issue of 6,666,667 ordinary shares at 1.5 cents each
20 Sep 2016 Exercise of Listed Options at 0.5 cents each
12 Oct 2016 Conversion of 7 convertible notes at 1.7 cents each
8 Nov 2016 Issue of 3,154,242 ordinary shares at 1.65 cents each
28 Nov 2016 Conversion of 33 convertible notes at 2.286 cents each
28 Nov 2016 Exercise of Listed Options at 0.5 cents each
28 Nov 2016 Exercise of Unlisted Options exp 30 Sep 2018 at
1.96 cents each
6 Dec 2016 Exercise of Listed Options at 0.5 cents each
13 Dec 2016 Exercise of Listed Options at 0.5 cents each
13 Dec 2016 Exercise of Unlisted Options exp 30 Sep 2018 at
1.96 cents each
30 Dec 2016 Exercise of Listed Options at 0.5 cents each
30 Dec 2016 Exercise of Unlisted Options exp 30 Sep 2018 at
1.96 cents each
13 Jan 2017 Exercise of Listed Options at 0.5 cents each
19 Apr 2017 Issue of 204,600,000 ordinary shares at 0.5 cents each
21 Jun 2017 Issue of 2,666,666 ordinary shares at 1.5 cents each
29 Jun 2017 Issue of 464,000,005 ordinary shares at 1.5 cents each
Less: Capital raising costs1
Balance at 30 June 2017
2017
No
2017
$
1,179,178,307
23,325,358
2,941,177
30,000
14,500,000
20,000,000
217,500
300,000
70,000,000
1,050,000
2,941,176
6,666,667
760,890
4,117,647
3,154,242
14,435,695
4,268,499
150,000
14,691,681
20,266,950
2,500,000
4,160,322
1,700,000
150,000
40,000
100,000
3,804
70,000
52,045
330,000
21,343
2,940
73,458
101,335
49,000
20,802
33,320
750
204,600,000
1,023,000
2,666,666
40,000
464,000,005
6,960,000
-
(1,535,050)
2,037,849,924
32,309,605
1 Capital raising costs includes $924,000 of the valuation of the free attaching options issued in the placement
and rights issue and the options issued to the broker in relation to the raising. Refer to note 10 for the inputs
used for the valuation of these options.
46
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 (continued)
NOTE 9
CONTRIBUTED EQUITY (continued)
Balance at 1 July 2015
2016
No
2016
$
81,470,638
19,903,222
14 Oct 2015 Issue of 5,538,667 ordinary shares at 1.5 cents each
2 Dec 2015 Issue of 75,000,000 ordinary shares at 1.5 cents each
10 Dec 2015 Issue of 30,000,000 ordinary shares
18 Jan 2016 Issue of 10,000,000 ordinary shares at 1.5 cents each
22 Feb 2016 Issue of 27,551,833 ordinary shares at 1.5 cents each
5,538,667
75,000,000
30,000,000
10,000,000
27,551,833
83,080
1,125,000
900,000
150,000
413,277
20 Apr 2016 Issue of 448,575,120 ordinary shares at
0.2 cents each
16 May 2016 Issue of 449,669,500 ordinary shares at
0.2 cents each
16 May 2016 Conversion of convertible notes at
0.255 cents each
20 May 2016 Issue of 20,000,000 ordinary shares at
0.2 cents each
Less: Capital raising costs
Balance at 30 June 2016
448,575,120
897,150
449,669,500
899,339
31,372,549
20,000,000
80,000
40,000
-
(1,165,710)
1,179,178,307
23,325,358
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in
proportion to the number of and amounts paid on the shares held. Ordinary shareholders rank behind creditors
in the distribution of proceeds from the winding-up of the Company. On a show of hands every holder of
ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is
entitled to one vote.
Transaction costs arising on the issue of equity instruments are recognised directly in equity as a reduction of the
proceeds of the equity instruments to which the costs relate.
Capital risk management
The Company’s objectives when managing capital are to safeguard their ability to continue as a going concern
and to maintain an optimal capital structure so as to maximise shareholder value. In order to maintain or adjust
the capital structure, the Company may issue new shares or reduce its capital, subject to the provisions of the
Constitution and any relevant regulatory requirements.
NOTE 10
OPTIONS RESERVE
Balance at the beginning of the year
Option issued during the year
Performance rights issued during the year
Balance at the end of the year
2017
$
2,507,213
1,624,501*
2,550,000
2016
$
1,348,272
1,158,941
-
6,681,714
2,507,213
*Amount of $1,000,501 was expensed as share based payments with the balance being capitalised under equity. Total
share based payments expense during the year is $3,550,501 (2016: $1,128,000).
47
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 (continued)
NOTE 10
OPTIONS RESERVE (continued)
2017
No
2017
$
2016
No
2016
$
Share options on issue
Listed share options on issue
1,241,823,972
1,083,122
459,122,309
459,122
Unlisted share options on issue
172,325,917
3,048,592
103,954,917
2,048,091
Performance rights on issue
85,000,000
2,550,000
-
-
Total share options on issue
1,499,149,889
6,681,714
563,077,226
2,507,213
i) Movement in Listed Options (GMCO) exercisable at 0.5 cents each expiring 21 April 2019
At 1 July 2015
Issue of listed options
At 30 June 2016
(A)* 5 Sep 2016 Issue of listed options
20 Sep 2016 Exercise of listed options
(B)* 12 Oct 2016 Issue of listed options
12 Oct 2016 Issue of listed options
18 Nov 2016 Exercise of listed options
6 Dec 2016 Exercise of listed options
13 Dec 2016 Exercise of listed options
30 Dec 2016 Exercise of listed options
13 Jan 2017 Exercise of listed options
21 Jun 2017 Issue of listed options
26 Jun 2017 Issue of listed options
(C)* 29 Jun 2017 Issue of listed options
At 30 June 2017
*Refer to Note 10 (iv) for the fair value calculation of the options issued
2016
No
-
459,122,309
459,122,309
10,000,000
(760,890)
2,000,000
35,000,000
(4,268,499)
(14,691,681)
(20,266,950)
(4,160,322)
(150,000)
4,000,000
696,000,005
80,000,000
2016
$
-
459,122
459,122
120,000
-
24,000
-
-
-
-
-
-
-
-
480,000
461,973,967
1,083,122
48
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 (continued)
NOTE 10
OPTIONS RESERVE (continued)
ii) Movement in Unlisted Options
At 1 July 2015
No
$
22,679,000
1,348,272
Issue of unlisted options exercisable at $0.02 each expiring on or
before 30 September 2018 – Issued 2 Dec 2015
37,500,000
397,500
Issue of unlisted options exercisable at $0.02 each expiring on or
before 30 September 2018 – Issued 18 Jan 2016
5,000,000
19,500
Issue of unlisted options exercisable at $0.02 each expiring on or
before 30 September 2018 – Issued 22 Feb 2016
13,775,917
35,818
Issue of unlisted options exercisable at $0.05 each expiring on or
before 30 September 2018 – Issued 10 Dec 2015
15,000,000
228,001
Issue of unlisted options exercisable at $0.02 each expiring on or
before 21 February 2018 – Issued 17 Mar 2016
10,000,000
19,000
Expiry of Unlisted options exercisable at $0.375 on or before 30
June 2016
At 30 June 2016
(1,279,000)
-
102,675,917
2,048,091
(D)* Issue of unlisted options exercisable at $0.02 each expiring on
or before 5 September 2021 – Issued 5 Sep 2016
74,000,000
1,000,501
Exercise of unlisted options exercisable at $0.0196 expiring on or
before 30 September 2018 – 28 Nov 2016
Exercise of unlisted options exercisable at $0.0196 expiring on or
before 30 September 2018 – 13 Dec 2016
Exercise of unlisted options exercisable at $0.0196 expiring on or
before 30 September 2018 – 30 Dec 2016
(150,000)
(2,500,000)
(1,700,000)
-
-
-
At 30 June 2017
172,325,917
3,048,592
*Refer to Note 10 (iv) for the fair value calculation of the options issued.
iii) Movement in Performance Rights
At 1 July 2016
Issue of Performance Rights to Directors and Employees
At 30 June 2017
-
85,000,000
-
2,550,000
85,000,000
2,550,000
iv) Fair value of options granted
The fair value of options granted during the year was calculated at the date of grant using the Black-Scholes
option-pricing model (unless they were listed). The following table gives the assumption made in determining
the fair value of options on grant date:
(A) The options were deemed to have a fair value of $0.012 per option by reference by market price
(B) The options were deemed to have a fair value of $0.012 per option by reference by market price
(C) The options were deemed to have a fair value of $0.006 per option by reference by market price
D
$0.0135
2 Sep 2016
74,000,000
5 Sep 2021
$0.02
$0.016
131%
1.56%
0%
Option Series
Fair value per option
Grant date
Number of options
Expiry date
Exercise price
Price of shares on grant date
Estimated volatility
Risk-free interest rate
Dividend yield
49
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 (continued)
NOTE 10
OPTIONS RESERVE (continued)
v) Fair value of Performance Rights granted
The share based payments of $2,550,500 incurred during the year relates to the 85,000,000 Performance
Rights expiring 28 November 2019 granted to directors and employees on 21 November 2016. As the
Performance Rights issued were not market based, the rights were valued based on the share price at
the date of grant. The share price at the grant date was 3 cents. Below are the vesting conditions of the
Performance Rights:
Vesting Conditions
Completion of fi nancing for 1 & 2 smelters
Completion of construction of 1 smelter
Completion of MoU with Mangan Suppliers
Completion of 60% off take agreement for 1 & 2 smelters
Successful commissioning of the 1 smelter
NOTE 11
ACCUMULATED LOSSES
Accumulated losses at beginning of the year
Net loss for the year
Accumulated losses at end of the year
NOTE 12
EARNINGS PER SHARE
Basic and diluted loss per share
Directors
Employees
9,000,000
9,000,000
9,000,000
9,000,000
9,000,000
8,000,000
8,000,000
8,000,000
8,000,000
8,000,000
45,000,000
40,000,000
2017
$
(24,991,397)
(5,363,308)
(30,354,705)
2016
$
(22,087,923)
(2,903,474)
(24,991,397)
2017
Cents
(0.39)
2017
No
2016
Cents
(0.94)
2016
No
Weighted average number of ordinary shares outstanding
during the year used in the calculation of basic loss per share
1,359,081,322
307,877,648
Diluted loss per share has not been calculated as the Company made a loss for the year and the impact would
be to reduce the loss per share.
NOTE 13
COMMITMENTS FOR EXPENDITURE
2017
$
2016
$
Operating lease commitments
Offi ce operating lease rentals are payable as follows:
Not later than one year
17,500
44,865
Later than one year but no later than two years
Later than two years
Total operating lease commitments
-
-
-
-
17,500
44,865
The Company leases one offi ce under a non-cancellable operating lease expiring on 1 May 2018. On renewal,
the terms of the lease are renegotiated.
50
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 (continued)
NOTE 14
KEY MANAGEMENT PERSONNEL DISCLOSURES
(a) Summarised compensation of Key Management Personnel
Summary of Directors and Key Management Personnel compensation in the following categories are as follows:
Short-term employee benefi ts (directors)
Short-term employee benefi ts (MD/CEO)
Short-term employee benefi ts (executives)
Post-employment benefi ts
Share based payments
Total Directors and Key Management Personnel compensation
(b) Loans to Key Management Personnel
There are no loans to Key Management Personnel as at 30 June 2017 (2016: Nil).
2017
$
168,410
272,060
219,849
44,551
2016
$
163,583
175,623
100,895
19,692
2,647,500
3,352,370
1,128,000
1,587,793
NOTE 15
RELATED PARTY TRANSACTIONS
Transactions between related parties are on normal commercial terms and conditions no more favorable than
those available to other parties unless otherwise stated.
Transactions with related parties:
(i)
Nexia Perth Pty Ltd provided Chief Financial Offi cer services, Company Secretary and accounting services
to the Gulf at normal commercial terms, to the value of $44,350 (excluding GST; 2016: $31,700). Mr Leonard
Math ceased as an employee of Nexia Perth Pty Ltd on 31 December 2016.
(ii) Mr Andrew Wilson is employed by Kesempatan Pty Ltd (“KPL”) and has benefi cial interest in KPL. Under an
Agreement with the Company, KPL provides the services of Mr Wilson as a Non-Executive Director of the
Company. During the year, KPL was paid $60,000 (2016: $20,000) for the Non-Executive Director services
provided by Mr Wilson.
For details of remuneration disclosures relating to Key Management Personnel, refer to Note 14: Key
Management Personnel disclosures and the remuneration report in the Directors’ Report.
NOTE 16
FINANCIAL RISK MANAGEMENT
The Company’s fi nancial instruments consist of deposits with banks, accounts receivable and payable, and
convertible notes.
Overall risk management
The Company’s activities expose it to a variety of fi nancial risks; market risk (including the markets for the
commodities it consumes and sells, the electricity price and fair value of interest rate risk), credit risk, country risk,
liquidity risk and cash fl ow interest rate risk. The Company’s overall risk management program focuses on the
unpredictability of fi nancial markets and commodity markets and seeks to minimise potential adverse eff ects
on the fi nancial performance of the Company. The Company actively seeks engagement and a cooperative
relationship with the local community and all stakeholders, including all three levels of the Government
of Indonesia. The Company does not tolerate and strictly forbids the payment of any corrupt payments or
facilitation fees. Risk management is carried out by the Board of directors under policies approved by the Board.
Credit risk
Credit risk arises from the fi nancial assets of the Company, which comprise cash and cash equivalents and trade
and other receivables. The Company’s exposure to credit risk arises from potential default of the counter party,
with a maximum exposure equal to the carrying amount of these instruments.
The Company does not have any signifi cant credit risk exposure to any single counterparty. The credit risk on
liquid funds is limited because the counter party is a bank with a high credit rating.
The carrying amount of the Company’s fi nancial assets represents the maximum credit exposure. The Company’s
maximum exposure to credit risk at the reporting date was:
51
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 (continued)
NOTE 16
FINANCIAL RISK MANAGEMENT (continued)
Cash and cash equivalents
Trade and other receivables
Other assets
Maximum exposure to credit risk
2017
$
5,348,144
580,189
-
2016
$
621,747
106,756
-
5,928,333
728,503
The credit quality of fi nancial assets that are neither past due nor impaired can be assessed by reference to
external credit ratings (if available) or to historical information about counterparty default rates.
Liquidity risk
Liquidity risk management implies maintaining suffi cient cash to meet commitments as and when they fall due.
The Company’s fi nancial liabilities include trade payables which are non-interest. Expenses are managed on an
ongoing basis and the Company expects to be able to raise additional funds as and when necessary to meet
these commitments. Additionally, a major shareholder has signed a letter of comfort to provide fi nancial support
to the Company for the next 12 months.
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity
prices will aff ect the Company’s income or the value of its holdings of fi nancial instruments. The objective of
market risk management is to manage and control market risk exposures within acceptable parameters, while
optimising the return.
Foreign exchange
The Group undertakes certain transactions denominated in foreign currency and are exposed to foreign currency
risk through foreign exchange rate fl uctuations.
Foreign exchange risk arises from future commercial transactions and recognised fi nancial assets and fi nancial
liabilities denominated in a currency that is not the entity’s functional currency. The risk is measured using
sensitivity analysis and cashfl ow forecasting.
As a result of the operating activities in Indonesia and the ongoing funding of overseas operations from Australia,
the Group’s Statement of Financial Position can be aff ected by movements in Indonesian Rupiah dollar (IDR) /
Australian Dollar (AUD) and US Dollar (USD) / Australian Dollar (AUD) exchange rates. The Group seeks to mitigate
the eff ect of its foreign currency exposure by timing its purchase and payment to coincide with highs in the
IDR/AUD and USD/AUD exchange rate cycle. 95% of the Group’s transactions are denominated in AUD, thus
eliminating the need for measures to mitigate currency exposure.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash fl ows of fi nancial instruments will fl uctuate because of
changes in market interest rates. The Company’s exposure to interest rate risk is not signifi cant and is limited to
cash and cash equivalents. The company does not rely on the generation of interest to provide working capital.
Profi le
At the reporting date the interest rate profi le of the company’s interest-bearing fi nancial instruments was:
Fixed
interest
$
Floating
interest
$
Non-interest
bearing
$
Total
$
Financial assets
Cash and cash equivalents
-
5,348,144
Financial liabilities
Convertible notes
Sensitivity analysis
1,000,000
-
-
-
5,348,144
1,000,000
If the interest rates had weakened/strengthen by 1% at 30 June 2017, there would be no material impact on the
statement of comprehensive income. There would be no eff ect on the equity reserves other than those directly
related to statement of comprehensive income movements.
52
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 (continued)
NOTE 17
SEGMENT INFORMATION
For management purposes, the Group is organised into one main operating segment, which involves developing
a ferromanganese smelting and sales business to produce low/medium carbon ferromanganese alloy in West
Timor, Indonesia. All of the Group’s activities are interrelated, and discrete fi nancial information is reported to the
Board (chief operating decision maker) as a single segment. Accordingly, all signifi cant operating decisions are
based upon analysis of the Group as one segment.
The fi nancial results from this segment are equivalent to the fi nancial statements of the Group as a whole.
The accounting policies applied for internal reporting purposes are consistent with those applied in the
preparation of these fi nancial statements.
NOTE 18
CONTINGENT ASSETS AND LIABILITIES
As previously disclosed in the fi nancial report for the year ended 30 June 2016, the Company received a claim
relating to a purported historical transaction between the Company and Mighty River International Limited.
The Company has considered the alleged facts, obtained legal advice and in the opinion of the directors, the
claim is unlikely to succeed. The company has had meetings with a representative of the claimant and discussed
this historical claim and other potential future focussed commercial transactions. These matters are monitored
by the board on a regular basis.
Given the early stages of the claim and its lack of substantiation, it is not practicable or reasonable to estimate
any potential liability in relation to it.
Subsequent to year end, the Company received a claim which is currently under review by legal counsel, to
ascertain whether the claim has any legal substance.
Given the early stage of this recent claim, it is not practicable or reasonable to estimate any potential liability in
relation to it.
Other than as disclosed above, there were no contingent liabilities at the end of the reporting period.
NOTE 19
EVENTS OCCURRING AFTER REPORTING PERIOD
On 27 July 2017, the Company received and placed the $1 million of the $4 million committed funds from
sophisticated investor through the issue of 66,666,667 shares at 1.5 cents per share with free attaching
100,000,000 Listed Options (GMCO) exercisable at 0.5 cents expiring 21 April 2019.
On 31 July 2017, 13,900,000 Options exercisable at $0.3746 have expired.
Other than as disclosed above, there are no other signifi cant events that have occurred after the reporting
period.
NOTE 20
AUDITOR’S REMUNERATION
Audit and review of fi nancial statements
Total auditor’s remuneration
2017
$
21,852
21,852
2016
$
21,000
21,000
NOTE 21
DIVIDENDS
There were no dividends recommended or paid during the fi nancial years ended 30 June 2017 and 30 June 2016.
53
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 (continued)
NOTE 22
INVESTMENT IN CONTROLLED ENTITIES
Details of investment in the ordinary share capital of controlled entities are as follows:
Name of entity
Parent entity
Place of
incorporation
Equity holding
2017
%
2016
%
Gulf Manganese Corporation Limited
Australia
Controlled entities
Gulf Copper Pty Ltd1
Gulf Manganese Pty Ltd1
International Manganese Group Limited
PT Gulf Mangan Grup2
Australia
Australia
Australia
Indonesia
100
100
100
100
100
100
100
100
100
98
1 These companies were inactive during the years ended 30 June 2017 and 30 June 2016.
2 PT Gulf Mangan Grup is 100% owned controlled entity by International Manganese Group Limited.
NOTE 23
GULF MANGANESE CORPORATION LIMITED PARENT COMPANY INFORMATION
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Net assets/(liabilities)
Equity
Contributed equity
Options reserve
Accumulated losses
Total equity
Financial performance
Loss for the year
Other comprehensive income
Total comprehensive loss
Parent
2017
$
5,400,351
4,928,736
10,329,087
1,521,399
-
1,521,399
Parent
2016
$
700,418
1,035,303
1,735,721
864,430
-
864,430
8,807,689
871,291
32,309,590
6,681,714
(30,183,616)
8,807,688
23,325,345
2,507,213
(24,961,267)
871,291
(5,222,350)
(2,864,128)
-
-
(5,222,350)
(2,864,128)
54
DIRECTORS’ DECLARATION
The Directors of the Company declare that:
1. The fi nancial statements and note set out on pages 31 to 54, are in accordance with the Corporations Act
2001 and:
(a) comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory
professional reporting requirements and
(b) give a true and fair view of the consolidated entity’s fi nancial position as at 30 June 2017 and of
its performance for the year ended on that date.
In the Director’s 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.
2. The remuneration disclosures included in the Directors’ report (as part of audited Remuneration Report) for
the year ended 30 June 2017, comply with section 300A of the Corporations Act 2001.
3. The Directors have been given the declarations by the chief executive offi cer and chief fi nancial offi cer
required by section 295A.
4. The Company has included in the notes to the fi nancial statements an explicit and unreserved statement of
compliance with International Financial Reporting Standards.
This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf
of the Directors by:
Craig Munro
Non-Executive Chairman
Perth, Western Australia
29 September 2017
55
55
Independent Auditor's Report
To the Members of Gulf Manganese Corporation Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Gulf Manganese Corporation Limited (“the
Company”) and its subsidiaries (“the Consolidated Entity”), which comprises the
consolidated statement of financial position as at 30 June 2017, the consolidated
statement of profit or loss and other 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:
a.
the accompanying financial report of the Consolidated Entity is in accordance with
the Corporations Act 2001, including:
(i)
(ii)
giving a true and fair view of the Consolidated Entity’s financial position as
at 30 June 2017 and of its financial performance for the year then ended;
and
complying with Australian Accounting Standards and the Corporations
Regulations 2001.
b.
the financial report also complies with International Financial Reporting Standards
as disclosed in Note 1.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Those
standards require that we comply with relevant ethical requirements relating to audit
engagements and plan and perform the audit to obtain reasonable assurance about
whether the financial report is free from material misstatement. Our responsibilities under
those standards are further described in the Auditorʼs Responsibilities for the Audit of the
Financial Report section of our report. We are independent of the Consolidated Entity 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 believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
5656
Independent Auditor’s Report
To the Members of Gulf Manganese Corporation Limited (Continued)
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.
Key audit matter
How our audit addressed the key audit matter
Plant and equipment – $4,248,455
(Refer to Note 6)
As disclosed in note 6 in the financial report, as at
30 June 2017 the Consolidated Entity is carrying
$4,248,455. Of significance in this amount is
$4,224,147 which relates to the Smelter Hub which
is currently under construction.
Plant and equipment is considered to be a key audit
matter due to:
The significant value of the asset to the
Consolidated Entity’s financial position; and
The complexity in identifying the elements of
cost attributable to the asset.
Our procedures included, amongst others:
Assessing the Group’s methodology for
determining and recognising Plant and
Equipment under construction;
We tested the additions to the Smelter Hub in
Plant and Equipment for the year by evaluating a
sample of recorded expenditure for consistency
to underlying records, the capitalisation
requirements of the Consolidated Entity’s
accounting policy and the requirements of AASB
116;
Evaluating management’s assessment as to
whether indicators of impairment had occurred;
and
Assessing the adequacy of the disclosures
included in the financial report.
Share based payments – $3,550,501
(Refer to Note 10)
As disclosed in note 10 in the financial statements,
Our procedures included, amongst others:
during the year ended 30 June 2017, the
Consolidated Entity incurred share based payments
totaling $3,550,501.
Share based payments are considered to be a key
audit matter due to:
Analysing contractual agreements to identify the
key terms and conditions of share based
payments issued and relevant vesting conditions
in accordance with AASB 2 Share Based
Payments;
the value of the transactions;
Evaluating management’s Black-Scholes
the complexities involved in recognition and
measurement of these instruments; and
the judgement involved in determining the inputs
used in the valuation.
Valuation Models and assessing the
assumptions and inputs used;
Assessing the amount recognised during the
period against the vesting conditions of the
options; and
57
Independent Auditor’s Report
To the Members of Gulf Manganese Corporation Limited (Continued)
Key audit matter
How our audit addressed the key audit matter
Where necessary, Management used the Black-
Scholes option valuation model to determine the fair
value of the options granted. This process involved
significant estimation and judgement required to
determine the fair value of the equity instruments
granted.
Borrowings - $1,000,000
(Refer to Note 8)
As disclosed in note 8 of the financial statements for
the year ended 30 June 2017, the Consolidated
Entity financed $1,000,000 in cash through the issue
of 100 convertible notes for a Face Value of $10,000
each.
Convertible Notes are considered to be a key audit
matter due to:
the value of the notes
the complexities involved in recognition and
measurement of debt and equity components
judgements surrounding derivative values that
may or may not be attributable to the notes
Assessing the adequacy of the disclosures
included in the financial report.
Our procedures included, amongst others:
Obtaining the agreement for the issue of
convertible notes and verification of the monies
received under the issue;
Assessing the financial instruments in
accordance with AASB 132 Financial
Instruments: Disclosure & AASB 139 Financial
Instruments: Recognition and Measurement with
particular consideration given to the recognition,
measurement and disclosures surrounding debt
& equity components of compound instruments.
Evaluating the derivative components that may
exist as a result of the issue of these financial
instruments.
Assessing the adequacy of the disclosures
included in the financial report.
Other Information
The directors are responsible for the other information. The other information comprises the information
included in the Consolidated Entity’s annual report for the year ended 30 June 2017, but does not include the
financial report and our 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.
58
Independent Auditor’s Report
To the Members of Gulf Manganese Corporation Limited (Continued)
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 [Note 1], the
directors also state in accordance with Australian Accounting Standard AASB 101 Presentation of Financial
Statements, that the financial report complies with International Financial Reporting Standards.
In preparing the financial report, the directors are responsible for assessing the Consolidated Entity’s ability 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 Consolidated Entity or to cease
operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our responsibility is to express an opinion on the financial report based on our audit. 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.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement
and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Consolidated Entity’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Consolidated Entity’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Consolidated Entity to cease to
continue as a going concern.
59
Independent Auditor’s Report
To the Members of Gulf Manganese Corporation Limited (Continued)
Evaluate the overall presentation, structure and content of the financial report, including the disclosures,
and whether the financial report represents the underlying transactions and events in a manner that
achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Consolidated Entity to express an opinion on the financial report. We are
responsible for the direction, supervision and performance of the Consolidated Entity audit. We remain
solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most significance
in the audit of the financial report of the current period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2017.
The directors of the Company are responsible for the preparation and presentation of the remuneration report
in accordance with s 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.
Auditor’s Opinion
In our opinion, the Remuneration Report of the Company, for the year ended 30 June 2017, complies with
section 300A of the Corporations Act 2001.
BENTLEYS
Chartered Accountants
CHRIS NICOLOFF CA
Director
Dated at Perth this 29th day of September 2017
60
ASX ADDITIONAL INFORMATION
Additional information as required by the Australian Securities Exchange Limited and not disclosed
elsewhere in this report is set out below. The information is current as at 20 October 2017.
1.1 Ordinary Shares on Issue
There are 2,137,849,924 ordinary shares on issue (GMC).
1.2 Listed Options on issue
There are 1,391,823,972 Listed Options (GMCO) exercisable at $0.005 expiring 21 April 2019.
1.3 Unlisted Options on issue
Terms
Exercisable at $0.0196 options expiring 30 Sep 2018
Exercisable at $0.0196 options expiring 21 Feb 2018
Exercisable at $0.0496 options expiring 30 Sep 2018
Exercisable at $0.2496 options expiring 31 Dec 2018
Exercisable at $0.02 options expiring 5 Sep 2021
Exercisable at $0.02 options expiring 5 Sep 2021 (ECSOP)
Exercisable at $0.02 options expiring 5 Sep 2021 (ECSOP)
1.4 Distribution of shareholders and listed option holders
Analysis of numbers of equity security holders by size of holding:
Holding Ranges
Holders
Total Units
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
> 100,001
Totals
45
25
10
368
913
1,365
13,952
67,693
77,430
21,753,996
2,115,936,853
2,137,849,924
Quantity
51,925,917
10,000,000
15,000,000
7,500,000
50,000,000
24,000,000
24,000,000
% Issued
Share Capital
0.00%
0.00%
0.00%
1.02%
98.98%
100.000%
Based on the price per security at $0.007, number of holders with an unmarketable holding: 318, with
total 9,678,256, amounting to 0.45% of Issued Capital
Analysis of numbers of listed option holders by size of holding:
Holding Ranges
Holders
Total Units
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
> 100,001
Totals
7
10
4
58
402
481
3,236
35,482
23,880
3,343,015
1,388,418,359
1,391,823,972
% Issued
Share Capital
0.00%
0.00%
0.00%
0.24%
99.76%
100.00%
1.5 Voting Rights
Subject to any rights or restrictions for the time being attached to any class or classes, all fully paid
ordinary shares carry one vote per share.
61
61
ASX ADDITIONAL INFORMATION
1.6 Twenty largest shareholders
Position Holder Name
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Tanah Capital Pte Ltd
Citicorp Nominees Pty Ltd
Sam Boon Beng Lee & Jenny Su Lee Lee
ABN Amro Clearing Sydney Nominees Pty Ltd
Ali Santoso Halim
Mr Eduardo Siao & Mrs Evelyn Siao
Mr Neil Thompson
Trinity Management Pty Ltd
HSBC Custody Nominees (Australia) Limited
Mr Peter David Sheppeard & Mrs Sharon Fay Sheppeard
Passio Pty Ltd
Mrs Perla Bailey
Tan Hwa Poh
Mrs Helen Jelena Latkovic
Juliet Comafay & Benedict Comafay
International Business Network (Services) Pty Ltd
Mr Milosav Zecevic
Tepany Pty Ltd
Mr Joel Chan
Cappig Finance Pty Ltd
Total
Total issued capital
Substantial Shareholders
Substantial Holder
Tan Han Swee & Tanah Capital Pte Ltd
Holding
175,371,428
137,906,591
86,152,381
%
8.20%
6.45%
4.03%
49,936,258
2.34%
43,333,334
42,278,000
34,205,050
30,000,000
29,277,334
28,000,000
2.03%
1.98%
1.60%
1.40%
1.37%
1.31%
28,000,000
1.31%
26,763,333
23,333,333
21,962,075
20,000,000
1.25%
1.09%
1.03%
0.94%
17,000,000
0.80%
15,813,884
15,500,000
15,000,000
14,700,000
0.74%
0.73%
0.70%
0.69%
854,533,001
39.97%
2,137,849,924
100.00%
Size of
Holdings
%
186,371,428
8.72%
62
ASX ADDITIONAL INFORMATION
1.7 Twenty largest listed option holders (GMCO)
Position Holder Name
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
19
19
19
20
Citicorp Nominees Pty Limited
Sam Boon Beng Lee & Jenny Su Lee Lee
ABN Amro Clearing Sydney Nominees Pty Ltd
Ali Santoso Halim
Oska Nominees Pty Ltd
Tan Hwa Poh
Mr Eduardo Siao
Euthenia Tyche Pty Ltd
AET SFS Pty Ltd
Mr Shane Timothy Ball
First Investment Partners Pty Ltd
Mr Mitchell James Burgon
Tepany Pty Ltd
Paradise Bay International Pty Ltd
Mrs Juliet Comafay
Village Mpire Pty Ltd
Mrs Perla Bailey
1215 Capital Pty Ltd
Passio Pty Ltd
20
Imaka Pty Ltd
Total
Holding
100,000,000
85,385,714
%
7.18%
6.13%
77,797,598
5.59%
65,000,000
44,000,000
35,000,000
32,675,000
31,508,166
23,099,000
4.67%
3.16%
2.51%
2.35%
2.26%
1.66%
22,850,000
1.64%
20,788,502
18,895,000
18,750,000
1.49%
1.36%
1.35%
18,000,000
1.29%
15,000,000
15,000,000
13,850,000
12,600,000
12,500,000
1.08%
1.08%
1.00%
0.91%
0.90%
12,000,000
0.86%
674,698,980
48.48%
Total issued capital - selected security class(es)
1,391,823,972
100.00%
1.8 Tenement Schedule
Tenement No
Locality
Project
Lease Status
EL10335
EL29898
NT
NT
Wollongorang
Debbil Debbil Creek
Granted
Granted
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Gulf Manganese Corporation Limited
T2, 152 Great Eastern Highway
Ascot 6104
Western Australia
+61 8 9367 9228
www.gulfmanganese.com