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Annual Report
2018
2018 Annual Report Review of OperationsGulf Manganese Corporation LimitedFor personal use only ii
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Corporate Directory
Gulf Manganese Corporation Limited
ACN: 059 954 317
Board of Directors
Craig Munro
Non-Executive Chairman
Hamish Bohannan
Managing Director
Andrew Wilson
Non-Executive Director
Sam Lee
Non-Executive Director
Management
Ian Gregory
Company Secretary
Robert Ierace
Chief Financial Officer
Donna Whittaker
Executive Assistant & Investor Relations Manager
Registered Office
T4/152 Great Eastern Highway, Ascot, WA 6104
Phone +61 8 9367 9228
Fax
+61 8 9367 9229
Website
www.gulfmanganese.com
Australian Securities Exchange
ASX Code: GMC, GMCO
Share Registry
Automic Registry Services
2/267 St Georges Terrace
Perth WA 6000
Lawyers
Allion Legal
863 Hay Street
Perth WA 6000
Auditors
Bentleys Audit & Corporate (WA) Pty Ltd
London House Level 3
216 St Georges Tce
Perth WA 6000
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Contents
Corporate Directory
Managing Director’s Report
Review of Operations
FY18 Smelter Development Timeline
Directors’ Report
Auditor’s Independence Declaration
Consolidated Statement of Profit 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
ASX Additional Information
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“ Gulf is now on the
cusp of commencing
commercial
production from the
Kupang Smelting Hub
Facility in West Timor
in early 2019, which
will signal our arrival
as a significant
player on the global
manganese stage.”
Hamish Bohannan
Managing Director
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Gulf’s commitment to the local NTT community
Our plans to strengthen our ore supply pipeline
has been mirrored by Bapak Raden Fofo
have also been realised, with Gulf having
Sariaatmadja – a highly respected Indonesian
established some 19 supply agreements with local
business identity – who has shown his support
miners of high-grade manganese ore. We look
towards the development of the Kupang Smelting
forward to working very closely with these local
Hub Facility in the form of a A$15 million equivalent
parties and to further improve this ore supply
funding package.
pipeline as we near production start-up.
We are extremely pleased to have secured the
In addition, the Company is actively assessing the
support of such a highly regarded local investor
acquisition of a number of high-grade manganese
and it was our pleasure to appoint Bapak Fofo
deposits in the NTT region and we look forward to
Sariaatmadja as the President Commissioner of
providing detailed updates in due course as these
Gulf’s Indonesian subsidiary PT Gulf Mangan Grup.
opportunities mature.
Bapak Fofo’s wealth of experience and in-country
networks will play an important role over the
Growing the Gulf Family in Kupang
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coming months.
Despite the corporate and regulatory activity,
I am pleased to report that the development
timeline for the Kupang Smelting Hub is
progressing on schedule and on budget with the
first two smelters set to be commissioned in H1
2019. Production is slated to commence shortly
thereafter. Importantly, the project has progressed
without any significant incidents or injuries.
A detailed breakdown and pictorial narration of the
smelter development timeline has been provided in
the ensuing operations overview report.
I am extremely pleased and proud to report that
our in-country team and supporting facilities
continued to grow during the year, with over 40
staff and contractors now directly employed by
Gulf in Kupang.
Importantly, we have invested significantly in
establishing fully-resourced site and corporate
offices in Kupang, which have become a vibrant
hive of activity over the past year and now serve
as the Company’s ‘operational nerve centre’ for all
project development related activities.
Without the skills, relationships and passion that
our staff bring to the business on a daily basis, it
would simply not be possible for Gulf to achieve its
operational objectives, and for that the Board and
management team is extremely grateful.
FY 2018 Managing
Director’s Report
Dear Shareholders,
I am pleased to provide you with Gulf’s Annual
Report for the 2018 financial year – a period that
saw Gulf transform from a pre-construction
hopeful to a soon-to-be ferromanganese alloy
producer.
As a result, Gulf is now on the cusp of commencing
commercial production from the Kupang Smelting
Hub Facility in West Timor in 2019, which will signal
our arrival as a significant player on the global
manganese stage.
Below is high-level recap of some of the key
operational and corporate outcomes achieved
during the financial year in review:
• Secured funding from a major Indonesian-
based cornerstone investor, providing the
financial flexibility to deliver commercial
Building for the future - strong foundations
and unwavering community focus
Our team worked throughout the year to
execute a number of crucial milestones that have
paved the way for the near-term delivery of this
manganese smelting facility to the people of East
Nusa Tenggara (“NTT”), our supportive shareholders
and business partners.
A key focus during the past year has been on
nurturing and strengthening our relationships
within the local community. A number of the
Company’s community engagement initiatives
and achievements are highlighted below:
• Participation in the 52nd anniversary celebration
of Kuanheun village, located near the Bolok
Industrial Estate;
production from Kupang in H1 2019
• Gulf received the Kadin Award from the NTT
• Completed refurbishment of our first two
smelting furnaces in South Africa which were
successfully shipped from the Port of Durban to
the Port of Tenau in Kupang
• Kupang Smelting Hub construction program
well advanced – with the first two smelters
on-track for commissioning and commercial
production start-up in H1 2019
• Strengthened Board and Management at both
the Corporate and Project level
• All major project approvals received, paving
the way for construction and commissioning
Chamber of Commerce and Industry at a
ceremony held in in May this year, in recognition
of the Company’s significant contribution
towards developing the local industrial sector
in the NTT province;
• Celebration of Christmas 2017 at the Bolok Site
Office, involving the local community and land
owners;
• Participation in the Provincial NTT Fair and Job
Fair conducting recruitment drives;
• Creating a scholarship scheme with the first
student coming from Bolok and studying
medicine in Jakarta.
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Future Outlook
I am proud of the sheer volume of work that
continues to be delivered by all involved with
the Company over the past 12 months, and Gulf
is continuing to move ahead at a rapid pace on
all fronts.
As with all significant construction projects, we
have had to navigate our way through some minor
hurdles and speed bumps along the way, but I
must commend all of our staff and supporters for
their unwavering commitment and resolve towards
executing our goals.
As illustrated by some of the imagery displayed
throughout the remainder of this report, Gulf now
has a world-class smelting hub facility in the final
stages of construction, which upon completion
will position the Company as a globally significant
producer and exporter of premium ferro
manganese alloy.
Finally, I would again like to thank Gulf’s loyal
shareholder and partner’s, PT JTS, for their
commitment and support. Having entered the
current year with great optimism, I look forward to
providing regular updates on a number of exciting
developments over the next 12 months.
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“ Without the skills,
relationships and
passion that our staff
bring to the business on
a daily basis, it would
simply not be possible
for Gulf to achieve its
operational objectives,
and for that the Board
and management team
is extremely grateful. ”
Hamish Bohannan
Managing Director
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Review of
Operations
Gulf Manganese Corporation (ASX. GMC)
(“Gulf” or “the Company”) is well advanced
in its plans to develop a world-class
ferromanganese smelting business in West
Timor, Indonesia to produce and sell medium
and low carbon ferromanganese alloy.
Gulf’s Kupang Smelting Hub facility will contain
multiple furnaces built in stages over about five
years, targeting the production of a premium
quality manganese alloy. At full production, ulf
will aim to purchase and process over 525,000
tonnes of manganese ore per annum, producing
over 200,000 tonnes of premium quality
ferromanganese alloy.
Construction Progress
PT Weltes signed to manage
Kupang construction
In August 2017, Gulf engaged Indonesian
construction company PT Weltes Energi
Nusantara, working under EPCM
contractor XRAM Technologies Pty
Ltd (“XRAM”), to undertake the
construction phase of the Kupang
Smelting Facility.
PT Weltes is a multi-disciplinary
Construction on the Kupang Smelting Hub
engineering procurement,
continues to progress on schedule, with all
construction and fabrication
structural steel fabrication and civil works now
manufacturer with specific
complete, with only sandblasting and painting of
the final steel components required. In total, over
50% of the steel (approximately 360 metric tonnes)
has now been installed, with earthworks and
backfilling activities also underway.
The next step in the construction process will
include the pouring of floors and the installation
of key equipment. It is anticipated that all
construction activities will be completed during H1
2019, ahead of the commencement of commercial
production shortly thereafter.
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FY18 Smelter
Development Timeline
23 August, 2017
Dismantling of
smelting equipment
at Transalloys
site, with furnace
shells and slipping
devices removed.
23 January, 2018
Furnace equipment
units containerized
in South Africa;
concrete pouring
of the box cut
levelling slabs
completed
in Indonesia.
27 May, 2018
Second parcel, comprising
smelter shells and tilted
mechanism, departed
Durban to Jakarta
on the Hoegh
Autoliner.
2 May, 2018
Smelters transported
by road to Durban, ahead of
scheduled shipping to Kupang.
Three surveyors sent from Jakarta
to Johannesburg for surveying
as part of the Indonesian
customs process.
19 September, 2017
Furnace electrical components,
transformers, gearboxes,
hydraulic equipment
and steel components
transported to
specialist contractors
for inspection and
refurbishment.
21 July, 2017
Smelter refurbishment
commences in South
Africa, supervised by XRAM
Technologies Pty (Ltd)
March to
April, 2018
Concrete foundations
and binding complete.
17 May, 2018
Smelting furnaces
shipped from Durban
to Kupang via Singapore
on the Maersk Sheerness following
full refurbishment. The main parcel comprised
nine 40-foot containers of smelter components,
structural steel, hydraulic power plant and
two large transformer units. Shipment of both
parcels managed by Durban-based Themba
Dry Cargo.
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10 August, 2018
Smelter reassembly and
installation commences
onsite at Kupang, including
the establishment of PT Weltes
site infrastructure (site office,
workshop and tool store).
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18 August, 2018
Smelting furnaces arrive at Tenau Port,
Kupang, undergoing a final customs clearance.
To mark the arrival, a
celebratory ceremony and
blessing was
held in Kupang,
which was
attended by
representatives
of Gulf’s key
investment
partners and
Government
and community
representatives.
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Funding Developments for
Smelter Construction
A key outcome achieved during FY 2018 was the
securing of major cornerstone investment from
well-respected Indonesian-based investor Bapak
Fofo Sariaatmadja.
Importantly, these funding commitments provide
Gulf with the requisite capital and flexibility to
complete the construction and commissioning of
the Company’s first two smelters at the Kupang
Smelting Hub Facility.
Furthermore, securing the support our major
Indonesian investors is an excellent endorsement
of Gulf’s in-country capabilities and development
plans for the Kupang Smelting Hub.
An outline of the key funding commitments
received during the year is provided below.
PT Jayatama Tekno Sejahtera
Key Approvals Signed
Power supply secured
In November 2017, PT Gulf executed a
Memorandum of Understanding (“MOU”) with
state-owned power utility PT PLN (Persero) for
the provision of up to 20 MVA power supply to the
Kupang Smelting Hub.
This has now been formalized with a five-year
agreement. As a premium customer, PT Gulf is
guaranteed power supply in a load shedding
event, which is critical to maintaining consistent
operations during periods of power reduction.
Rental terms finalised at Bolok
The Kupang Smelting Hub site is situated on
the Bolok Industrial Estate, directly adjacent
to the government-owned power station. Gulf
has successfully finalised rental terms for the
Bolok land lease covering the initial 10 hectares
out of 35-hectare project site, and as part of
In March 2018, Gulf secured a funding package
the agreement, PT Gulf paid five years’ rent
valued at approximately A$15 million equivalent
in advance to the Government of East Nusa
from Indonesian-based diversified investment
Tenggara Province.
group PT Jayatama Tekno Sejahtera (“PT JTS”).
The funding package included an A$2 million
placement to PT JTS’s nominee company Eighteen
Blue Investments Pty Ltd at 1.5 cents per share, A$6
million to be invested by PT JTS’s wholly-owned
subsidiary – PT Jayatama Global Investindo (PT
JGI) at project level in Gulf’s Indonesian Subsidiary
Company, PT Gulf Mangan Grup (“PT Gulf”) for
a 25.1% equity. An additional A$7 million standby
facility has also been made available to Gulf to
provide additional flexibility during construction
and commissioning phase.
Post-year end, the Company advised that Gulf and
PT JGI have agreed to extend the Conversion Date
under the Convertible Note Agreement from 31
August 2018 to 12 October 2018.
PT JTS and related companies are part of a
diversified investment group based in Indonesia
and Australia, with investments across the Asia
Pacific region. PT JTS has investments spanning
multiple industries, including technology,
hospitality, real estate to agriculture.
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Environmental and building
approvals secured
Another key development milestone in January
2018 was Gulf receiving Environmental License
approval from the Environmental Department
of the Provincial Government Kupang, for the
development of the Kupang Smelting Hub
Facility and the IMB Licence (Building Permit)
was also granted.
The granting of these approvals followed an
extensive review by the Environmental Department
into Gulf’s development plans and marked the
receipt of all permitting requirements.
Importantly, Gulf can advise that all ore supply
partnerships are compliant with the Company’s
‘Clean and Clear’ strategy, which ensures Gulf
partners only with local mining groups who
have obtained the mandatory Clean and Clear
Certificate (“CnC”) to operate in Indonesia.
At the time of the release of this Annual Report,
the Governor of the NTT, Mr Viktor Bungtilu
Laiskodat announced his intention to introduce
a moratorium on mining in the province. The
effect of this moratorium is yet to be clarified by
the Provincial Government, but it is not expected
to have any effect on Licenced and Clean and
Clear mining operations.
Kupang operations permit granted
The Company will be making announcements
In August 2018, PT Gulf received its Operating
on this issue as further information is received.
Licence for the Kupang Smelting Hub Facility.
The Operations Permit is valid for 30 years for
High grade mine acquisition strategy
the buying, selling and transporting of manganese
ore within Indonesia for smelting, and to conduct
overseas sales of ferro-manganese alloy in
accordance with the provisions of the laws and
regulations in Indonesia.
Smelter Ore Supply
Channels Strengthened
NTT ore supply agreements signed
In support of the 19 ore supply agreements,
Gulf has also continued to make solid progress
towards the acquisition of a number of high-
grade manganese mines within the NTT
area – aimed at further strengthening this
ore supply pipeline.
To further support this strategy, Gulf appointed
David Brown as Mining Operations Manager,
to oversee and manage Gulf’s mining and
acquisition strategy. A mining engineer with
A key in-country focus for Gulf over the course of
over 25 years’ experience in the industry,
the past financial year has been on establishing
covering a range of commodities including
ore supply agreements with local miners of high-
gold, silver, nickel, copper and limestone.
grade manganese to support the near-term
commercial production start-up at the Kupang
Smelting Hub Facility.
A vast majority of the manganese mines in
Indonesia have been dormant since 2013 due
to bans on the export of un-processed ore
As reported during the year, Gulf now has in place
from Indonesia, which represents a significant
agreements with some 19 local manganese mining
opportunity for Gulf in the near-term.
companies for the supply of about 10,000 tonnes
per month of manganese ore to the Kupang
facility. These initial agreements will supply
Gulf with the required feedstock to commence
commercial production. Gulf’s ability to negotiate
and secure these agreements is a strong
Direct shipped ore permitting
Discussions have continued with the relevant
authorities to obtain the necessary permitting
to enable the commencement of the sale and
shipment of manganese concentrates
testament to the standing and rapport that our in-
(>49% Mn) (“DSO”).
country team has within the NTT community.
Although these discussions are still ongoing, Gulf
is confident of securing these permits in the coming
months and looks forward to providing further
updates in due course.
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Manganese Applications &
Market Overview
As a result of this legislation being implemented in
2012, mining of manganese deposits in Indonesia
largely ceased in 2013.
Manganese is the fourth-most used metal in terms
of tonnage, approximately 90% of all manganese
consumed is used in the production of steel,
primarily due to its properties as a deoxidizing and
alloying element. Other uses include portable dry
cell batteries, aluminium beverage cans, fertilisers,
health vitamins, water purification, gasoline
additives and colouring glass.
Mined as an oxide ore, manganese is converted
to ferro-manganese, which contains 74-82%
manganese, and can be classified into three main
sub groups; High Carbon (>2% carbon), Medium
Carbon (1.0-2.0% carbon) and Low Carbon
(<1% carbon).
Indonesia manganese ore is one of the highest
grade’s manganese ores available, with a
unique combination of very high manganese
content, above 49%, combined with low iron and
phosphorous. These qualities are in high demand
from manganese alloy producer worldwide
particularly in China, Korea and India.
It is Gulf’s intention to enable many of Indonesia’s
high-grade manganese mines to re-start
production through the development of the
Kupang Smelting Hub Facility, which once in
production will produce high purity, low and
medium carbon ferro-manganese alloys to fulfil
international demand from high grade and
The higher manganese content and lower impurity
specialty steel producers.
content of low carbon and medium carbon
ferro-manganese achieves premiums pricing
than standard high carbon ferro-manganese
alloys. Demand for manganese globally has
grown substantially this century as global steel
The Kupang Facility is ideally located to supply key
global markets with direct access to international
container lines and bulk cargo trade routes on its
door step.
production increases, while in conjunction the
Gulf is also progressing with permitting to allow
ferromanganese price continues to trend upward.
sale and shipment of manganese concentrates
Manganese in Indonesia
Indonesia is home to many substantial high-grade
manganese deposits, and legislation does not
allow for the export of ‘untreated’ ore.
(>49% Mn) or DSO under the Indonesian provision
for smelting and processing companies to sell
concentrate during the construction phase to
generate early cash flows.
Figure 3: Manganese Ore Price Monthly Average MB Price Index
Figure 4: Smelter Arrival Ceremony at Kupang. (L-R) Bapak F.X Wicaksono (Lt Colonel Kupang), Bapak Kasirun Situmorang
(Br Gen Kupang Navy), Rep of Bapal Raja Erizman (Police Head NTT), Mr Sam Lee (Director), Mr Craig Munro (GMC Chairman),
Mr Bapak Fofo Sariaatmadja (President Commissioner PT GMG), Bapak Robert Simbolon (NTT Governor in Charge), Chairoel
Jul Naro from PT JGI, Bapak Frans Lebu Raya (Governor NTT Retired), John Woodacre (Director PT GMG), Hamish Bohannan
(GMC MD & CEO), Dr Jeffry Riwu Kore (Kupang Mayor), Bapak Benedictus Polo Maing (SEKDA Province NTT), Bapak Daeng
(Head of State Intelligence Agency NTT) and Bapak Johannes Susilo (Vice President Director.)
Manganese prices
Manganese ore alloy prices remained strong
over the 2018 financial year with Metal Bulletin’s
44% manganese ore price index staying above
US$6.00 per dry metric tonne unit (dmtu) for
the entire year, peaking at USD$8.90 per dmtu
March 2018. Medium and low carbon prices also
remainedstable at strong levels throughout
the period .
Key in-Country Appointments
PT Gulf Board appointments
As part of the partnership with PT JTS, Gulf
welcomed Bapak Fofo Sariaatmadja and
Bapak Chairoel Jul Naro to the PT GMG Board
of Directors and Commissioners as President
Commissioner and Commissioner respectively.
Bapak Johanes Susilo was also appointed as Vice
President Director of PT Gulf.
Bapak Fofo Sariaatmadja
Bapak Fofo Sariaatmadja currently serves
as Chairman and CEO of PT JTS, as well as
Commissioner at PT. Elang Makhota Teknologi Tbk
(“PT Emtek”), a publicly listed Indonesian group of
number one television company in Indonesia,
PT. Mediatama Anugrah Citra, the only digital
terrestrial pay-TV operator in Indonesia, and PT.
Abhimata Persada, an IT solutions provider to the
banking sector. Previously, he served as Director
of PT Emtek from 2009 to 2012, as Commissioner
of PT PP London Sumatra Indonesia Tbk, one
of the largest palm oil plantation companies in
Indonesia, from 2007 to 2009, as President Director
of PT Surya Citra Media Tbk from 2004 to 2012,
and as President Director of PT Surya Citra Televisi
from 2006 to 2011.
Bapak Chairoel Jul Naro
Bapak Chairoel Jul Naro is an Indonesian citizen
who has had a successful career both in the
private arena and in public service. Bapak Naro
currently serves as advisor to PT Indonesia
Asahan Aluminium Persero (INALUM), Indonesia’s
first and largest state-owned enterprise within the
aluminium industry, and PT Kereta Api Indonesia
(KAI), the major operator of public railways in
Indonesia. He also currently serves as President
Commissioner at PT Sarana Jatim Ventura, a
provider of venture capital to small or medium-
sized enterprises in Indonesia.
companies with its main business divisions being
Previously he served as advisor to PT Bahana
Media, Telecommunications and IT Solutions,
Pembinaan Usaha Indonesia (BPUI) from 2001 to
and e-Commerce. He also currently serves as
2017 and as President Commissioner at PT Mitra
Commissioner at PT. Surya Citra Televisi, the
Tani 27 from 1992 to 2010.
For personal use only 19
20
Bapak Johanes Susilo
Sophisticated Investor capital raising
Tenement Holdings
Bapak Johanes Susilo served as Vice President
Prior to the securing of two key cornerstone
of Chase Manhattan Bank, Jakarta from 1982 to
investors, the Company also successfully finalised
1989 and as President Director of Asia Kapitalindo
a A$12 million capital raising in November 2017
Lease
Locality Wollogorang
Lease
Status
Grant
Date
Expiry
Date
Sekurities from 1994 to 2000. Johanes served as
to advance to advance the development of the
EL10335
NT
Wollogorang Granted
15/08/2002
14/08/2018*
Area
215
Blks
Managing
Registered
Company
Holder
Redbank
Operations
Pty Ltd
Gulf
Copper
Pty Ltd
55
Blks
Laramide
Resources Ltd
Laramide
Resources
Ltd
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EL29898
NT
Debbil
Debbil Creek
Granted
15/08/2002
14/08/2019
* Renewal has been lodged in respect of EL10335 but is still pending.
These tenements are not key to Gulf’s core business in Kupang, Indonesia. The transfer in respect to
tenement EL29898 was lodged with the DPIR of the Northern Territory, and has now been received.
Whilst transfer paperwork has been lodged for EL10335, this has not yet been finalised. It is expected
that the transfer of this tenement to Redbank Operations Pty Ltd will occur in Q4 2018.
President Director of Danamon Securities and
Kupang Smelting Hub Facility.
Corporate Secretary of PT Bank Danamon Tbk from
1989 to 1994. He served as the President Director of
Non-Executive Director Appointment
PT Jakarta Assetama Management from 1989 to
1994 and as the President Commissioner of Prima
Alloy Steel Universal Tbk from 1989-2002.
Corporate Activity
Acuity Capital share placement
Gulf placed 100,000,000 shares at an issue price of
1.26c to Acuity Capital for a total raise of $1,260,000,
in accordance with the Controlled Placement
Agreement signed in January.
The issue of the placement shares will be subject to
shareholder approval following the Company’s Annual
General Meeting in Perth. The shares will be issued to
Acuity Capital following the general meeting.
Mr Sam Lee was appointed as a Non-Executive
Director to the Company’s Board of Directors
following the Board Meeting held in Kupang on 21
July 2018. Mr Lee was also appointed to the PT Gulf
Board of Commissioners in July 2018.
Mr Lee has been a valuable addition to the
Company’s staff since his appointment, having
played a key role in the establishment of the
in-country geology team and also in identifying
and establishing relationships and ore supply
contracts with local manganese miners.
Company Secretary Appointment
Mr Leonard Math resigned as Company Secretary
and Chief Financial Officer on 4 July 2018, and was
replaced by Mr Ian Gregory who was appointed
as Company Secretary. More recently, Mr Robert
Ierace has been appointed as Chief Financial
Officer. Mr Gregory is a professionally
well-connected Director and
Company Secretary with over
30 years’ experience in the
provision of the company
secretarial and business
administration services.
For personal use only
21
“ Gulf’s Kupang Smelting
Hub facility will contain
multiple furnaces built
in stages over about
five years, targeting the
production of a premium
quality manganese alloy”
Hamish Bohannan
Managing Director
22
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Director’s
Report
The Directors present the following report
on the consolidated entity consisting of Gulf
Manganese Corporation Ltd and the entity
it controlled at the end of, or during, the
financial year ended 30 June 2018.
The names of each person who has been a
Hamish Bohannan B (Eng), Hons (first class), MBA
Director during the year and continues in office to
the date of this report are:
n Mr Craig Munro (Non-executive Chairman)
appointed 1 February 2016
n Mr Hamish Bohannan
(Managing Director) appointed 1 February 2016
n Mr Andrew Wilson (Non-executive Director)
appointed 17 February 2016
n Mr Sam Lee (Non-executive Director)
appointed on 21 July 2018
Names, qualifications, experience and
special responsibilities
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
None
Former ASX Directorships in the Last Three Years
Bathurst Resources Limited
Andrew Wilson, B.Com, FAICD, AusIMM
Craig Munro CPA (Non-executive Chairman)
(Non-executive Director)
Craig is a Certified Practicing Accountant with
Andrew has a Bachelor of Commerce (Marketing)
over 40 years experience in the mining industry.
and a Masters of Law, with 30 years of legal
He has been both an executive director and non-
experience and 16 years with BHP in various legal,
executive director of a number of listed companies
risk and commercial roles. In addition, Andrew
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 had copper operations in
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
profit organisations.
the Democratic Republic of Congo and Executive
From 2000 until 2007, Andrew served as the
Director Finance at Aquarius Platinum Limited
President Director of BHP Billiton Indonesia,
involved in Platinum mining and processing in
based in Jakarta. Andrew was also a Director
South Africa.
Other Current ASX Directorships
None
Former ASX Directorships in the Last Three Years
None
of the Indonesian Mining Association and has
established strong connections in the region and
speaks the local language fluently.
24
He is a Fellow of the Australian Institute of
of the Governance Institute of Australia, the
Company Directors, a member of the Risk
Financial Services Institute of Australia and a
Management Institution of Australasia and
Member of the Australian Institute of Company
AusIMM.
Other ASX Current Directorships
None
Former ASX Directorships in the Last Three Years
None
Sam Lee (Non-executive Director) –
Appointed 21 July 2018
Sam has over 25 years of senior management
experience in directorship roles throughout
Australia and Asia. In his previous role as Director
– Ore Supply with PT GMG, Sam played a vital
role during the initial phase of the smelter hub
construction, with key responsibilities including
Directors. Ian currently consults on company
secretarial and governance matters to a number
of listed and unlisted companies and is a past
Chairman of the Western Australian Branch
Council of Governance Institute of Australia.
Leonard Math, BComm, CA (Chief Financial Officer
& Company Secretary) – Resigned 4 July 2018
Leonard graduated from Edith Cowan University
(Western Australia) with a Bachelor of Business
majoring in Accounting and Information Systems
and is a member of the Institute of Chartered
Accountants. He has worked with Deloitte as
an auditor with public company experience
in ASX and ASIC compliance and statutory
setting up the geology team and identifying and
financial reporting.
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establishing contracts with manganese miners
to supply ore to the Kupang smelting hub. Sam
did not hold any other directorships in the last
three years
Other ASX Current Directorships
Former
ASX Directorships in the Last Three Years
None
Mr Robert Ierace, BCom, ACA, CSA - Appointed as
Chief Financial Officer 1 October 2018
Robert is a Chartered Accountant and Secretary
with over 20 years’ experience, predominantly
with ASX and AIM listed resources, oil and gas
exploration and production companies. He has
extensive experience in financial and commercial
management including experience in corporate
governance, debt and capital raising, risk
Ian Gregory, BBus, FGIA, FCIS, FFIN, MAICD
management, treasury management, insurance
(Company Secretary) – Appointed 4 July 2018
and corporate acquisitions and divestment.
Ian has over 30 years’ experience in the provision
of company secretarial, governance and business
administration services with listed and unlisted
companies. Ian holds a Bachelor of Business
degree from Curtin University and is a Fellow
Director’s interests in shares and options
Robert has previously served in senior financial
roles for various resource and oil and gas
companies, including Bullseye Mining Limited,
Key Petroleum Limited, Amadeus Energy Limited,
Kimberley Diamond Company NL and Rio Tinto
Iron Ore.
At the date of this report, the relevant interest of each Director in the shares and options of the
Company are:
Director
Craig Munro
Shares
Options over ordinary Shares
Direct
Indirect
Direct
Indirect
Performance
Rights
1,333,333
19,333,333
2,000,000
10,000,000
10,666,667
Hamish Bohannan
65,856,933
31,700,000
7,935,400
50,500,000
30,833,334
Andrew Wilson
Sam Lee
-
22,333,333
866,666
86,152,381
-
-
12,000,000
8,000,000
85,385,714
433,334
For personal use only
25
Principal activity
• During the month of August 2018, the following
The principal activity of the Company is
developing an ASEAN focused manganese alloying
enterprise based in West Timor.
options were exercised:
• 93,817,712 listed options expiring 21 April 2019
at $0.005 each
Review of operations and results
•
1,850,000 unlisted options expiring 30
Details of the operations of the Company are set
September 2018 at $0.0196 each
out in the Review of Operations on page 2. The
Company incurred an after tax operating loss of
$7,467,562 (2017: $5,363,308).
Dividends
No dividend has been paid or recommended for
the current year.
Significant changes in states of affairs
There have been no significant changes in the
state of affairs of the Company to the date of this
report.
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 2.
• On 28 August 2018, the Company signed a term
sheet for a cornerstone investment into the
Company of ~A$10.8 million from Jakarta based
businessman, Bapak Dato Dr Low Tuck Kwong
founder and President Director of integrated
coal group PT Bayan Resources TBK. Subject to
shareholder approval, the Company will issue
714,597,448 ordinary GMC shares to Bapak
TK Low at a placement price of A$0.015 per
share for a total investment of A$10,718,962
and 714,597,448 listed options exercisable at
A$0.005 per option expiring 30 April 2019.
• On 4 September 2018, the Company and PT
Jayatama Global Investindo agreed to extend
the conversion date under the Convertible Note
Agreement from 31 August 2018 to 12 October
2018.
Matters subsequent to the end of the
• On 26 September 2018, the Company drew
financial year
The following occurred subsequent to the end of
the period:
down the first tranche of IDR 26.25 billion
(~A$2.4 million equivalent) under the PT JTS
Standby Facility Agreement, which funds are
to be used towards construction of the Kupang
• Mr Leonard Math resigned as Company
Smelting Hub.
Secretary and Chief Financial Officer on 4 July
2018 and Mr Ian Gregory was appointed as
Company Secretary on that date.
• On 1 October 2018 Robert Ierace was appointed
as Chief Financial Officer.
• On 12 July 2018, 82,106,667 performance rights
vested.
• Subsequent to year end, the Company agreed
to place the 100,000,000 shares pursuant to
the Controlled Placement Agreement (CPA) at
an issue price of 1.26c to Acuity Capital for a
total raise of $1,260,000 (net of costs). The issue
of the shares will be subject to shareholder
approval at the Company’s upcoming AGM.
• Mr Sam Lee was appointed Non-Executive
Meetings of directors
Director to the Board on 21 July 2018.
• On 1 August 2018, PT Gulf Mangan Grup
confirmed it had received its operating licence
for the Kupang Smelting Hub. On 10 August
2018, the Company announced its first 140
tonne shipment of structural steel had arrived
from Weltes in Surabaya. The Company also
took delivery of prefabricated site offices
and workshops.
The numbers of meetings of the Company’s Board
of Directors held during the year ended 30 June
2018, and the numbers of meetings attended by
each director were:
Name of Director
Craig Munro
Hamish Bohannan
Andrew Wilson
Board
Meetings
Audit Committee
Meetings
Number eligible
to attend
Number attended
Number attended
9
9
9
9
9
9
1
1
1
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Audit and risk committee
Remuneration report (audited)
The Company has established an Audit and Risk
The information provided in this remuneration
Committee that comprises the whole Board.
report has been audited as required under Section
Remuneration committee
308 (3C) of the Corporations Act 2001. During the
financial year the key management personnel
The Company has established a remuneration
and Directors (see page 9 for details about each
committee that comprises the Non-Executive
Director and key management personnel) are
Directors. The Remuneration Committee met twice
as follows.
during the year.
Environmental regulations
The Company’s current operations in Indonesia
have not yet commenced smelting manganese,
so have limited exposure to the applicable
environmental regulations. No breaches of any
environmental regulations were recorded during
the financial year.
Director’s benefits
Since the date of the last Directors’ Report, no
Director of the Company has received, or become
entitled to receive, (other than a remuneration
benefit included in Note 17 to the financial
statements or remuneration report), a benefit
because of a contract that involved:
(a) the Director; or
(b) a firm of which the Director is a member; or
(c) an entity in which the Director has a
substantial financial interest (during the year
ended 30 June 2018, or at any other time) with
the Company; or
(d) an entity that the Company controlled, 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 benefit (if any).
Craig Munro
Non-executive Chairman
Hamish Bohannan
Managing Director
Andrew Wilson
Non-executive Director
Sam Lee
Non-executive Director (appointed 21 July 2018)
Paul Robinson
COO
Leonard Math
CFO & Company Secretary (resigned 4 July 2018)
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
satisfies the following key criteria for good reward
governance practices:
i. competitiveness and reasonableness;
ii. acceptability to shareholders;
iii. transparency; and
iv. capital management.
For personal use only
27
28
Directors’ and executives’ remuneration
The Constitution of the Company provides that
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
reflect 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.
non-executive Directors may collectively be paid
as remuneration for their services a fixed 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 below sets out summary information
about the Consolidated Entity’s earnings and
movements in net asset for the last 5 years:
30-Jun-18
$
30-Jun-17
$
30-Jun-16
$
30-Jun-15
$
30-Jun-14
$
Revenue
112,761
1,100
-
150,043
-
Net profit / (loss) before
tax
(7,467,562)
(5,363,308)
(2,903,474)
(2,594,559)
(5,622,881)
Net asset / (liability)
9,736,238
8,636,614
841,174
836,429
227,215
Performance based remuneration
Performance Rights
During the year, 94,500,000 performance rights expiring 31 December 2019 were granted to Directors.
Director
Craig Munro
Hamish Bohannan
Andrew Wilson
TOTAL
No.
20,000,000
62,500,000
12,000,000
94,500,000
Fair value of performance
rights granted
320,000
1,000,000
192,000
1,512,000
Refer to Note 13 for further details of the performance rights.
Voting and comments made at the Company’s 2017 Annual General Meeting
At the 2017 Annual General Meeting, the Company received 98.19% votes in favour of the adoption of its
remuneration report and did not receive any specific feedback at the AGM or throughout the year on its
remuneration practices.
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B. Details of remuneration
Amounts of remuneration
Details of the remuneration of the Directors, the Key Management Personnel of the Company (as defined
in AASB 124 Related Party Disclosures) and specified 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
Superannuation
Retirement
benefits
Fees
Share/
Options
Remuneration
related to
shares/
options
$
Craig Munro (appointed 1 February 2016)
2018
2017
92,390
94,216
7,610
5,784
-
-
Hamish Bohannan (appointed CEO 28 October 2015 and Managing Director 1 February 2016)
2018
2017
244,936
272,060
23,302
23,401
Andrew Wilson (appointed 17 February 2016)
2018
2017
60,000
60,000
Paul O’Shaughnessy (resigned 27 July 2016)
2018
2017
-
14,194
Total Remuneration Directors
-
-
-
-
2018
2017
397,326
440,470
30,912
29,185
Executives
Leonard Math (resigned 4 July 2018)
2018
2017
161,602
127,647*
Paul Robinson (appointed on 1 January 2016)
2018
2017
132,771
92,202
Total Remuneration Directors
2018
2017
294,373
219,849
15,352
6,607
12,613
8,759
27,965
15,366
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
320,000
435,000
76.19%
420,000
81.31%
535,000
1,000,000
78.85%
1,268,238
1,155,000
79.63%
1,450,461
192,000
435,000
76.19%
252,000
87.88%
495,000
-
-
-
-
-
14,194
1,512,000
77.93%
1,940,238
2,025,000
81.17% 2,494,655
236,100
322,500
358,455
300,000
594,555
622,500
57.16%
413,054
70.61%
456,754
71.14%
503,839
70.61%
400,962
64.84%
916,893
72.58%
857,715
* Fees relates to Chief Financial Officer 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 beneficial interest in Nexia
and was an employee of Nexia until 31 December 2016. Mr Leonard Math became a full time employee of Gulf Manganese
Corporation Limited as CFO & Company Secretary from 16 January 2017.
For personal use only
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 beneficial interest in
KPL. Under an Agreement with the Company,
KPL provides the services of Mr Wilson as a Non-
Executive Director of the Company.
G. Key Management Personnel option holdings
Balance at the
Directors/Executives
year
during the year
Resignation
end of year
beginning of the
Option movement
Held at
Balance at
Craig Munro
12,000,000
-
Hamish Bohannan
62,500,000
(4,064,600)
Andrew Wilson
12,000,000
-
Leonard Math*
Paul Robinson
7,519,341
1,017,600
(2,519,341)
2,245,500
-
-
-
-
-
12,000,000
58,435,400
12,000,000
5,000,000
3,263,100
There are no other service agreements other than
*Resigned on 4 July 2018
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H. Other Transactions with Key Management Personnel and their related parties
Mr Andrew Wilson is employed by Kesempatan Pty Ltd (“KPL”) and has beneficial 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 (2017: $60,000) for the Non-Executive
Director services provided by Mr Wilson. During the period, KPL also invoiced the Company $30,800 for
services in leading the negotiation and resolution of a dispute that was in addition to the scope of Mr
Wilson’s services as a Non-Executive Director. There is no other additional information other than the
information disclosed above.
This is the end of the audited remuneration report.
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
exercisable
Vested and
21-Apr-19
30-Sep-18
30-Sep-18
31-Dec-18
5-Sep-21
$0.005
$0.0196
$0.0496
$0.2496
$0.02
1,533,840,592
50,075,917
15,000,000
7,500,000
74,000,000
1,448,499,899
Yes
Yes
Yes
Yes
Yes
When exercisable, each option is convertible into one ordinary share.
29
C. Service agreements
The Company has an Executive Service
Agreement with Mr Hamish Bohannan for his role
as Managing Director and Chief Executive Officer.
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 Paul Robinson for his role as
Chief Operating Officer. 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 office.
D. Share-based compensation
Options granted to Directors
and Officers
disclosed above.
Termination benefits
The Company is not liable for any termination
benefits on termination of the current executive
or non-executive directors or key management
personnel other than payment of a period of
notice on termination where applicable.
There were no unlisted options granted to Directors and Officers.
Shares issued on exercise of unlisted options
There were no unlisted options exercised during the financial year.
E. Additional information
Options granted to Directors and Officers carry no dividend or voting rights.
F. Key Management Personnel shareholdings
Balance at the
Directors/Executives
year
during the year
Resignation
end of year
beginning of the
Share movement
Held at
Balance at
Craig Munro
1,333,333
Hamish Bohannan
65,000,000
Andrew Wilson
Leonard Math*
Paul Robinson
*Resigned on 4 July 2018
8,333,333
3,346,229
678,400
10,666,666
8,823,600
8,000,000
(1,346,229)
1,497,000
-
-
-
-
-
11,999,999
73,823,600
16,333,333
2,000,000
2,175,400
For personal use only
32
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31
Performance rights
Auditor independence declaration
A copy of the Auditor’s independence declaration as required under section 307C of the Corporations Act
During the year, 45 million performance rights expiring 28 November 2019 were issued to Directors. The
2001 is set out on page 27.
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 2018
following vesting conditions for the performance rights apply:
Vesting Conditions
C Munro
H Bohannan
A Wilson
Completion of financing for 1st
and 2nd smelter
2,000,000
5,000,000
2,000,000
Completion of 1st smelter construction
2,000,000
5,000,000
2,000,000
Completion of MoU with maganese suppliers
2,000,000
5,000,000
2,000,000
Completion of 60% offtake agreement for 1st
and 2nd smelter
2,000,000
5,000,000
2,000,000
Successful commissioning of the 1st smelter
2,000,000
5,000,000
2,000,000
TOTAL
10,000,000
25,000,000 10,000,000
Performance rights on issue at the date of this report:
Number of ordinary
shares under rights
Exercise price $
Expiry date
18,000,000
16,000,000
31,500,001
33,606,668
N/A
N/A
N/A
N/A
28-Nov-19
28-Nov-19
31-Dec-19
31-Dec-19
Directors/
Employees
Directors
Employees
Directors
Employees
Convertible notes
Proceedings on behalf of Company
At the date of this report, the total number of
No person has applied for leave of Court under
outstanding convertible notes is 133,333,433. The
section 237 of the Corporations Act 2001 to
terms and conditions of the convertible notes are
bring proceedings on behalf of the Company
set out in Note 10.
Indemnification
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
There are indemnities and insurances for the
or any part of those proceedings.
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.
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 financial year (2017: nil). The Auditor’s
remuneration is disclosed in Note 22.
For personal use only
33
Auditor’s Independence
Declaration
34
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To The Board of DirectorsAuditor’s Independence Declaration under Section 307C of the Corporations Act 2001As lead audit Partnerfor the audit of the financial statements of Gulf Manganese Corporation Limitedfor the financial year ended 30 June 2018, 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 2001in relation to the audit; andany applicable code of professional conduct in relation to the audit.Yours faithfullyBENTLEYSCHRIS NICOLOFFCAChartered AccountantsPartnerDated at Perth this 28thday of September 2018For personal use only
35
“ Gulf is now on the
cusp of commencing
commercial production
from the Kupang
Smelting Hub Facility in
West Timor in early 2019,
which will signal our
arrival as a significant
player on the global
manganese stage.”
Hamish Bohannan
Managing Director
36
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2
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38
Consolidated Statement of Profit or
Loss and Other Comprehensive Income
For the Year Ended 30 June 2018
Consolidated Statement of
Financial Position
For the Year Ended 30 June 2018
Continuing operations
Interest income
Other income
Foreign exchange gains
Director and employee benefits
Administrative expenses
Legal fees
Professional fees
Settlement expenses
Amortisation expense
Depreciation expense
Loss on sale of fixed assets
Insurance expense
Exploration and evaluation expenses
Share based payments
Foreign exchange losses
Interest on finance
Loss before income tax from continuing operations
Income tax benefit/(expense)
Note
2
2
7
2018
$
41,235
71,526
164,610
2017
$
1,100
-
-
(1,706,016)
(550,050)
(1,510,409)
(847,373)
(717,186)
(309,137)
(93,384)
(51,470)
(34,364)
(6,260)
(149,133)
(4,538)
(60,485)
(281,841)
-
-
(6,520)
-
(17,377)
(2,033)
13
(3,079,751)
(3,550,501)
-
(83,285)
(13,004)
(35,224)
(7,467,562)
(5,363,308)
-
-
2
3
Net loss after tax
(7,467,562)
(5,363,308)
Other comprehensive loss for the year, net of tax
Exchange differences on translation of foreign operations
-
(454,596)
-
-
Total comprehensive loss for the year
(7,922,158)
(5,363,308)
Basic and diluted loss per share
15
2018
Cents
(0.31)
2017
Cents
(0.39)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the
accompanying notes.
Current assets
Cash and cash equivalents
Trade and other receivables
Other assets
Total current assets
Non-current assets
Plant and equipment
Other assets
Non-current assets
Total assets
Current liabilities
Trade and other payables
Provisions
Borrowings
Total current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
Note
2018
$
2017
$
4
5
6
7
6
8
9
10
11
12
14
4,213,499
5,348,144
111,450
537,818
542,301
37,888
4,862,767
5,928,333
14,782,964
4,248,455
610,103
-
15,393,067
4,248,455
20,255,834
10,176,788
2,963,421
41,157
484,676
55,498
7,515,018
1,000,000
10,519,596
1,540,174
10,519,596
1,540,174
9,736,238
8,636,614
38,942,128
32,309,605
8,616,377
6,681,714
(37,822,267)
(30,354,705)
9,736,238
8,636,614
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
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39
40
Consolidated Statement of
Changes in Equity
For the Year Ended 30 June 2018
Consolidated Statement of
Cash Flows
For the Year Ended 30 June 2018
Issued
capital
$
Convertible
note
reserve
$
Note
Balance at 1 July 2017
32,309,605
Loss for the year
Other comprehensive
loss
Total comprehensive
loss for the year
Transfer of
performance rights
vested during the
period
Share based
payments
Securities issue
during the year (net of
costs)
Issue of convertible
notes
-
-
-
2,112,332
-
4,520,191
13
11
-
221,840
Option
reserve
$
6,681,714
Foreign
currency
translation
$
Accumulated
losses
$
Total
equity
$
-
(30,354,705)
8,636,614
-
-
-
(7,467,562)
(7,467,562)
(454,596)
-
(454,596)
(454,596)
(7,467,562)
(7,922,158)
(2,112,332)
4,279,751
-
-
-
-
-
-
4,279,751
4,520,191
221,840
-
-
-
-
-
-
-
-
-
-
Balance 30 June 2018
38,942,128
221,840
8,849,133
(454,596)
(37,822,267)
9,736,238
Balance at 1 July 2016
23,325,358
2,507,213
Loss for the year
Total comprehensive
loss for the year
Share based
payments
13
-
-
-
-
-
4,174,501
Securities issue
during the year (net of
costs)
Total equity
transactions
11
8,984,247
-
8,984,247
4,174,501
Balance 30 June 2017
32,309,605
6,681,714
-
-
-
-
-
-
-
(24,991,397)
841,174
(5,363,308)
(5,363,308)
(5,363,308)
(5,363,308)
-
-
-
4,174,501
8,984,247
13,158,748
(30,354,705)
8,636,614
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
Cash flows from operating activities
Other receipts
Note
2018
$
21,526
2017
$
-
Payments to suppliers and employees
(2,920,811)
(1,506,779)
Proceeds from sale of tenements
Interest received
Interest paid
50,000
41,235
(62,397)
-
1,100
(35,224)
Net cash flows used in operating activities
4
(2,870,447)
(1,540,903)
Purchase of property, plant and equipment
Payments for construction of plant and project development
Payments for mining deposits
(221,293)
(10,217,933)
(3,006,352)
(8,927)
55,498
-
Net cash flows used in investing activities
(10,955,097)
(3,015,279)
Cash flows from financing activities
Proceeds from issue of securities net of costs
Proceeds from convertible note
Proceeds from borrowings
Repayment of borrowings
4,842,078
8,295,583
7,936,858
1,000,000
10
1,966,000
(1,978,892)
-
-
Net cash flows from financing activities
12,766,044
9,259,583
Net increase in cash and cash equivalents
(1,059,500)
4,739,401
Foreign exchange differences
Cash and cash equivalents at beginning of the year
(75,146)
5,348,145
(13,003)
621,747
Cash and cash equivalents at the end of the year
4
4,213,499
5,348,145
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
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42
Notes to the Consolidated
Financial Statements
For the Year Ended 30 June 2018
Corporate Information
The financial report of the Company for the
year ended 30 June 2018 was authorised for
issue in accordance with a resolution of the
Directors on 28 September 2018. Gulf Manganese
Corporation Limited is a company limited by
shares incorporated in Australia whose shares are
publicly traded on the Australian stock exchange.
Whilst the consolidated entity is in a net asset
position, the incurred losses and operating cash
outflows indicate a material uncertainty that may
cast significant doubt about the Company’s ability
to continue as a going concern. The Directors
however have prepared a cash flow forecast,
which indicates that the Company will have
sufficient cash flows to meet all commitments
and working capital requirements for the
The nature of the operations and principal
12-month period from the date of signing this
activities of the Company are described in the
financial report.
review of operations.
Note 1. Summary of significant accounting policies
The Directors believe it is appropriate to prepare
these accounts on a going concern basis as follows:
(a) Basis of preparation
•
the consolidated entity is working to develop
These financial statements are general-purpose
financial statements, which have been prepared
in accordance with the requirements of the
Corporations Act 2001, and Australian Accounting
Standards and Interpretations. These financial
statements have been prepared on a historical
cost basis.
Gulf Manganese Corporation Ltd is a for-profit
entity for the purpose of preparing the financial
statements. These consolidated financial
statements are presented in Australian dollars and
all values are expressed as whole dollars.
(b) Going concern
The financial report has been prepared on
a ferromanganese smelting and sales
business to produce low / medium carbon
ferromanganese allow in West Timor, Indonesia.
The consolidated entity received its operating
licence for the Kupang Smelting Facility and its
first shipment of structural steel had arrived
from Weltes in Surabaya;
•
the consolidated entity secured a cornerstone
investment of A$10.8 million from Jakarta
based companies. The Company will issue
714,597,448 ordinary GMC shares to Bapak
TK Low at a placement price of A$0.015 per
share for a total investment of A$10,718,962
and 714,597,448 listed options exercisable at
A$0.005 per option expiring 30 April 2019;
the going concern basis, which contemplates
•
the consolidated entity and PT Jayatama
the continuity of normal business activity and
Global Investindo agreed to extend the
the realisation of assets and the settlement of
conversion date under the Convertible Note
liabilities in the normal course of business.
Agreement from 31 August 2018 to 12 October
The consolidated entity had a working capital
2018; and
deficit position of $5,656,829 as at 30 June 2018 (30
•
the consolidated entity agreed to place the
June 2017: working capital surplus of $4,388,159),
100,000,000 shares pursuant to the Controlled
incurred a net loss after tax for the financial year
Placement Agreement (CPA) at an issue price
ended 30 June 2018 of $7,467,562 (30 June 2017:
of 1.26c to Acuity Capital for a total raise of
$5,363,308) and experienced net cash outflows
$1,260,000 (net of costs). The issue of the shares
from operating activities of $2,870,447 (30 June
will be subject to shareholder approval at the
2017: $1,540,903).
Company’s upcoming AGM.
The Directors have prepared a cash flow forecast,
Fair value of share options and assumptions
which includes the completion of the above
activities that indicates that the Company
will have sufficient cash flows to meet all
commitments and working capital requirements
for the 12 months period from the date of signing
this financial report.
Should the Company be unsuccessful in
completing the required funding, finalising off
take finance, and commencing production at
the intended time and at the required profit
levels, there is material uncertainty whether the
Company would continue as a going concern
and therefore whether it would realise its assets
and extinguish its liabilities in the normal course
of business and at the amounts stated in the
financial statements.
The financial statements do not include any
adjustment relating to the recoverability or
classification of recorded asset amounts or to the
amounts or classifications of liabilities that might
be necessary should the Company not be able to
continue as a going concern.
(c) Statement of compliance
These financial 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 financial
report, comprising the financial statements and
notes thereto, complies with the International
Financial Reporting Standards (IFRS).
(d) 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 financial 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 definition, seldom equal the related actual
results. The estimates and assumptions that have
a significant risk of causing a material adjustment
to the carrying amounts and liabilities within the
next financial year are discussed below.
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 Company’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 Company 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, profits 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,
profits and net assets will be reduced in the
period in which this determination is made.
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44
ii. Calculation of recoverable amount
of property, plant and equipment over its expected
recognised in other comprehensive income.
Interest income
The recoverable amount of the consolidate
entity’s receivables carried at amortised costs
is calculated at the present value of estimated
future cash flows, discounted at the original
effective interest rate (i.e. the effective interest
useful life. Depreciation rates for motor vehicles
are at 22.5% and for other plant and equipment,
the rates range from 15- 40%.
(f) Cash and cash equivalents
rate computed at initial recognition of these
For purposes of the statement of cash flows,
financial assets). Receivable with a short
cash includes deposits at call which are readily
duration are not discounted.
convertible to cash on hand and which are used in
Impairment of receivable is not recognised
until objective evidence is available that a loss
event has occurred. Significant receivables are
individually assessed for impairment.
the cash management function on a day-to-day
basis, net of outstanding bank overdrafts.
(g) Goods and services tax
Revenues, expenses and assets are recognised
The recoverable amount of other assets is
net of the amount of goods and services tax (GST),
greater of their fair value less costs to sell
except where the amount of GST incurred is not
and value in use. In assessing value in use, the
recoverable from the Australian Tax Office (ATO).
estimated future cash flows are discounted
In these circumstances the GST is recognised
to their present value in using a pre-tax
as part of the cost of acquisition of the asset or
discount rate that reflects current market
as part of an item of the expense. Receivables
assessments of the time value of money and
and payables are stated with the amount of GST
risk specific to the asset. For an asset that
included. The net amount of GST recoverable
does not generate largely independent cash
from, or payable to, the ATO is included as a
inflows, the recoverable amount is determined
current asset or liability in the Statement of
for the cash-generating unit to which the asset
Financial Position. Cash flows are included in the
belongs.
Statement of Cash Flows on a gross basis.
iii. Available for sale financial assets
The GST components of cash flows arising from
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
investing and financing activities which are
recoverable from, or payable to, the ATO are
classified as operating cash flows.
other available data of the market for the asset
(h) Investments
held. Any impairment loss is then expensed in
Investments in controlled entities are carried in the
the period identified.
Company’s financial statements at the lower of
(e) 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
cost and recoverable amount.
Available-for-sale investments
Available-for-sale investments are non-derivative
financial assets that are either not capable of
being classified into other categories of financial
assets due to their nature or they are designated
as such by management. They comprise
investments in the equity of other entities where
there is neither a fixed maturity nor fixed or
replacement only if it is eligible for capitalisation.
determinable payments.
Depreciation is calculated on the diminishing
value basis to write off the net cost of each item
They are subsequently measured at fair value
with any re-measurements other than impairment
losses and foreign exchange gains and losses
When the financial asset is de-recognised, the
cumulative gain or loss pertaining to that asset
previously recognised in other comprehensive
income is reclassified into profit or loss.
Available-for-sale financial assets are classified as
non-current assets when they are expected to be
sold after 12 months from the end of the reporting
period. All other -for-sale financial assets are
classified as current assets.
(i) 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.
(j) Contributed equity
Ordinary shares are classified 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.
(k) 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 financial year.
Interest income is recognised as it accrues, taking
into account the effective yield on the financial
asset.
Sale of non-current assets
Gains or losses arising on the sale of non-current
assets are included in profit 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
difference between the carrying amount of the
asset at the time of disposal and the net proceeds
on disposal.
(m) Principles of consolidation
The consolidated financial statements incorporate
the assets and liabilities of all subsidiaries of Gulf
Manganese Corporation Limited (“company” or
“parent entity”) as at 30 June 2018 and the results
of all subsidiaries for the year then ended. Gulf
Manganese Corporation Limited and its subsidiary
together are referred to in this financial report as
the Company or the Company.
Subsidiaries are all those entities (including
special purpose entities) over which the Company
has the power to govern the financial and
operating policies, generally accompanying a
shareholding of more than one-half of the voting
rights. The existence and effect of potential voting
rights that are currently exercisable or convertible
ii. Diluted earnings per share
are considered when assessing whether the
Diluted earnings per share adjusts the figures
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
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.
outstanding during the financial year.
The acquisition method of accounting is used to
account for the acquisition of subsidiaries by the
(l) Revenue recognition
Company.
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.
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
For personal use only
45
46
result in goodwill, being the difference between
The amount of the impairment loss is recognised
In respect of deductible temporary differences
(p) Employee benefits
any consideration paid and the relevant share
in the statement of comprehensive income within
associated with investments in subsidiaries,
acquired of the carrying value of identifiable net
other expenses. When a trade receivable for which
associates and interests in joint ventures, deferred
an impairment allowance had been recognised
becomes uncollectable in a subsequent period,
it is written off against the allowance account.
Subsequent recoveries of amounts previously
tax assets are only recognised to the extent that
it is probable that the temporary differences will
reverse in the foreseeable future and taxable profit
will be available against which the temporary
written off are credited against other expenses in
differences can be utilized.
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.
the statement of comprehensive income.
(o) Income tax
Deferred income tax is provided on all temporary
differences at the reporting date between the tax
bases of assets and liabilities and their carrying
Non-controlling interests in the results and
amounts for financial reporting purposes.
equity of subsidiaries are shown separately in the
consolidated statement of comprehensive income
and statement of financial position respectively.
Investments in subsidiaries are accounted for at
cost in the individual financial statements of Gulf
Manganese Corporation Limited.
(n) Trade and other receivables
Deferred income tax liabilities are recognised for
all taxable temporary differences:
• 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, affects neither the accounting
Trade accounts receivable, amounts due from
profit nor taxable profit or loss; and
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.
•
In respect of taxable temporary differences
associated with investments in subsidiaries,
associates and interests in joint ventures,
except where the timing of the reversal of the
temporary differences can be controlled and it
Collectability of trade receivables is reviewed
is probable that the temporary differences will
on an ongoing basis. Debts which are known to
not reverse in the foreseeable future.
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. Significant financial difficulties of
the debtor, probability that the debtor will enter
bankruptcy or financial 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 difference between
the asset’s carrying amount and the present value
of estimated future cash flows, discounted at the
original effective interest rate. Cash flows relating
to short-term receivables are not discounted if the
effect of discounting is immaterial.
Deferred income tax assets are recognised for all
deductible temporary differences, carry-forward
of unused tax assets and unused tax losses, to the
extent that it is probable that taxable profit will be
available against which the deductible temporary
differences, and the carry-forward of the unused
tax assets and unused tax losses can be utilized:
Except where the deferred income tax asset
relating to the deductible temporary difference
arises from the initial recognition of an asset or
liability in a transaction that is not a business
combination and, at the time of the transaction,
affects neither the accounting profit nor taxable
profit or loss; and
Provision is made for the Company’s liability for
employee benefits arising from services rendered
by employees to reporting date. Employee benefits
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 benefits payable later than
one year have been measured at present value of
the estimated future cash outflows to be made for
those benefits and included in other payables.
(q) 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 identified by the Company as
the Executive Director and other members of the
Board of Directors.
(r) Impairment of assets
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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 sufficient taxable profit 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
The Company assesses at each reporting date
in equity are recognised in equity and not in profit
whether there is an indication that an asset may
or loss.
Tax consolidation legislation
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
Gulf Manganese Corporation Limited and its
recoverable amount. An asset’s recoverable
100% owned Australian resident subsidiaries have
amount is the higher of its fair value less costs
implemented the tax consolidation legislation.
to sell and its value in use and is determined for
Current and deferred tax amounts are accounted
an individual asset, unless the asset does not
for in each individual entity as if each entity
generate cash inflows that are largely independent
continued to act as a taxpayer on its own.
of those from other assets or groups of assets and
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 difference 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.
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.
In assessing value in use, the estimated future
cash flows are discounted to their present value
using a pre-tax discount rate that reflects current
market assessments of the time value of money
and the risks specific to the asset. Impairment
losses relating to continuing operations are
recognised in those expense categories consistent
with the function of the impaired asset unless the
For personal use only
47
asset is carried at revalued amount (in which case
such as estimated discounted cash flows, are used
Classification and subsequent measurement
ii. Loans and receivables
the impairment loss is treated as a revaluation
to determine fair value for the remaining financial
decrease).
instruments.
An assessment is also made at each reporting
The nominal value less estimated credit adjustments
date as to whether there is any indication that
of trade receivables and payables are assumed
previously recognised impairment losses may
to approximate their fair values. The fair value
no longer exist or may have decreased. If such
of financial liabilities for disclosure purposes is
an indication exists, the recoverable amount is
estimated by discounting the future contractual
estimated. A previously recognised impairment
cash flows at the current market interest rate
loss is reversed only if there has been a change
that is available to the Company for similar
in the estimates used to determine the asset’s
financial instruments.
recoverable amount since the last impairment
loss was recognised. If that is the case, the
(t) Exploration and evaluation expenditure
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 profit
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.
(s) Fair value estimation
Exploration and evaluation expenditure incurred is
accumulated in respect of each identifiable 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 profit in the year
in which the decision to abandon the area is made.
The fair value of financial assets and financial
liabilities must be estimated for recognition and
(u) Financial instruments
measurement or for disclosure purposes.
Initial recognition and measurement
The fair value of financial 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 financial assets held by the Company is the
current bid price; the appropriate quoted market
price for financial liabilities is the current ask price.
The fair value of financial 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,
Financial assets and financial liabilities are
recognised when the entity becomes a party
to the contractual provisions to the instrument.
For financial 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 classified “at fair value through
profit or loss”, in which case transaction costs are
expensed to profit or loss immediately.
48
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Financial instruments are subsequently measured
Loans and receivables are non-derivative
at fair value, amortised cost using the effective
financial assets with fixed or determinable
interest method, or cost.
Amortised cost is calculated as the amount at
which the financial asset or financial liability is
measured at initial recognition less principal
repayments and any reduction for impairment,
and adjusted for any cumulative amortisation of
payments that are not quoted in an active
market and are subsequently measured
at amortised cost. Gains or losses are
recognised in profit or loss through the
amortisation process and when the
financial asset is derecognised.
the difference between that initial amount and the
iii. Available-for-sale investments
maturity amount calculated using the effective
interest method.
The effective 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 financial instrument to
the net carrying amount of the financial asset or
financial liability. Revisions to expected future net
cash flows will necessitate an adjustment to the
carrying amount with a consequential recognition
of an income or expense item in profit or loss.
The Group does not designate any interests
in subsidiaries, associates or joint ventures as
being subject to the requirements of Accounting
Standards specifically applicable to financial
instruments.
i. Financial assets at fair value through profit
or loss
Financial assets are classified at “fair value
Available-for-sale investments are non-
derivative financial assets that are either
not capable of being classified into other
categories of financial assets due to their
nature or they are designated as such by
management. They comprise investments
in the equity of other entities where there
is neither a fixed maturity nor fixed or
determinable payments.
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 financial asset is de-
recognised, the cumulative gain or loss
pertaining to that asset previously recognised
in other comprehensive income is reclassified
into profit or loss.
Available-for-sale financial assets are classified
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
financial assets are classified as current assets.
through profit or loss” when they are held
iv. Financial liabilities
for trading for the purpose of short-term
profit 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 financial 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 profit or loss.
Non-derivative financial liabilities other
than financial guarantees are subsequently
measured at amortised cost. Gains or losses
are recognised in profit or loss through the
amortisation process and when the financial
liability is derecognised.
For personal use only
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(v) New accounting standards and
interpretations
New or revised standards and interpretations that
AASB 15: Revenue from Contracts with Customers
(applicable to annual reporting periods beginning
on or after 1 January 2018).
are first effective in the current reporting period
When effective, this Standard will replace the
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. The
adoption of these Accounting Standards and
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
Interpretations did not have any significant impact
in the same line of business to facilitate sales to
on the financial performance or position of the
customers and potential customers.
Group during the financial year.
Any new, revised or amending Accounting
Standards or Interpretations that are not yet
mandatory have not been early adopted.
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 reflects the consideration to which
the entity expects to be entitled in exchange for
New Accounting Standards for Application in
the goods or services. To achieve this objective,
Future Periods
AASB 15 provides the following five-step process:
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
classification and measurement of financial
instruments, revised recognition and derecognition
requirements for financial instruments and
simplified requirements for hedge accounting.
•
•
identify the contract(s) with a customer;
identify the performance obligations in the
contract(s);
• determine the transaction price;
• allocate the transaction price to the
performance obligations in the contract(s); and
•
recognise revenue when (or as) the
performance obligations are satisfied.
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 effect of retrospective application
The key changes that may affect the Group on
to incomplete contracts on the date of initial
initial application include certain simplifications
application. There are also enhanced disclosure
to the classification of financial assets,
requirements regarding revenue.
simplifications 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 financial instruments.
Although the directors anticipate that the
adoption of AASB 15 may have an impact on the
Group’s financial 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 effective, 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 classified as
operating or finance 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
profit 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 effect 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
financial statements, it is impracticable at this stage
to provide a reasonable estimate of such impact.
For personal use only
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Note 2. Revenue and expenses
Other income
Sale of tenement assets
Other
Expenses
Occupancy expense
ASX and share registry expenses
Investor relations expenses
Travel and accommodation expenses
Accounting fees
Other administrative expenses
2018
$
50,000
21,526
71,526
215,886
177,377
175,805
153,309
199,731
588,301
1,510,409
2017
$
-
-
-
32,930
105,480
51,056
269,332
20,100
368,474
847,372
Note 3. Income tax
The prima facie income tax expense/ (benefit) on pre-tax accounting loss from operations reconciles to the
income tax expense in the financial statements as follows:
Accounting loss before income tax
2018
$
2017
$
7,962,393
(5,363,308)
Income tax benefit calculated at 27.5% (2017: 27.5%)
2,189,658
(1,474,910)
Tax effect of amounts which are not deductible/(taxable)
in calculating taxable income:
Section 40-880
Non-deductible expenses
Share based payments
Temporary differences not recognised
Income tax benefit reported in the statement of
comprehensive income
(172,519)
3,476
976,388
667,565
846,932
1,342,726
-
-
The tax rate used in the above reconciliation
indefinitely in Australia. The Indonesian tax losses of
is the corporate tax rate of 27.5% payable by
A$2,449,166 can be accumulated up to 5 years from
Australian corporate entities on taxable profits
the year the tax loss is recognized for income tax
under Australian tax law. The tax rate used in
purposes in Indonesia.
the previous reporting period was 27.5%. The
Indonesian corporate tax rate is 25%.
These losses will be available for offset against future
taxable profits of the companies in which the losses
The Company has tax losses arising in Australia
arose, subject to ongoing conditions for deductibility
and Indonesia. The Australian tax losses of
being met (for example satisfaction of the requisite
$25,524,992 (2017: $23,016,480) are available
loss recoupment tests in each jurisdiction).
Unrecognised deferred tax assets and liabilities
Deferred tax assets have not been recognised in
respect of the following items:
Tax losses - Australia
Tax losses - Indonesia
Note 4. Cash and cash equivalents
Cash at bank and on hand
Total cash and cash equivalents
Information about the Company’s exposure to interest rate risk is disclosed in Note 18.
(a) Reconciliation of loss for the year to net cash
flows used in operating activities
Net profit for the year
Depreciation
Amortisation
Loss on sale of fixed assets
Share based payment expense
Non cash payments (settlement in equity)
Doubtful debt expense
Foreign exchange differences
(Increase) / decrease in assets:
Trade and other receivables
Increase / (decrease) in liabilities:
Trade and other payables
Provisions
52
2018
$
2017
$
7,019,372
6,329,532
612,291
-
7,019,372
6,329,532
2018
$
2017
$
4,213,499
5,348,144
4,213,499
5,348,144
2018
$
2017
$
(7,467,562)
(5,363,308)
34,364
51,470
6,260
6,520
-
-
3,079,751
3,550,501
93,369
-
(177,502)
215,863
109,462
13,003
(163,312)
(167,638)
1,687,056
(14,341)
94,694
-
Net cash flows used in operating activities
(2,870,447)
(1,540,903)
For personal use only
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54
Note 5. Trade and other receivables
Trade receivables
GST recoverable
Other receivables
2018
2017
$
-
23,228
88,222
$
-
91,539
450,762
Note 7. Plant and equipment
Balance at 30 June 2018
Total trade and other receivables
111,450
542,301
At cost
Smelter
hub (under
construction)
$
14,577,987
As of 30 June 2018, trade receivables that were past due or impaired was nil (2017: nil). Information about the Company’s
exposure to credit risk is provided in Note 18.
Accumulated depreciation
-
Land and
buildings
$
Motor
vehicles
$
Office
furniture &
equipment
$
Total
$
80,144
(6,271)
27,799
139,739
14,825,669
(2,896)
(33,538)
(42,705)
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Note 6. Other assets
Current
Prepayments
Security deposits
Non-current
Prepayments
Deposits paid for mining rights1
2018
$
492,946
44,872
537,818
94,232
515,871
610,103
2017
$
37,857
-
37,887
-
-
-
1This represents payments for the exclusive right to conduct due diligence on Indonesian mining licence interests.
Carrying value as at
30 June 2018
Reconciliation
14,577,987
73,873
24,903
106,201
14,782,964
Opening carrying value
4,224,147
-
-
24,308
4,248,455
Additions
Disposals
Depreciation expense
Foreign currency differences
Closing written down value at
30 June 2018
Balance at 30 June 2017
10,353,840
80,144
27,799
111,292
10,573,075
-
-
-
-
-
(3,913)
(3,913)
(6,271)
(2,896)
(25,197)
(34,364)
-
-
(289)
(289)
14,577,987
73,873
24,903
106,201
14,782,964
Smelter
hub (under
construction)
$
955,200
-
955,200
At cost
Accumulated depreciation
Carrying value as at
30 June 2017
Reconciliation
Opening written down value
Additions
Depreciation expense
Closing written down value at
30 June 2018
955,200
3,268,947
-
4,224,147
Land and
buildings
$
Motor
vehicles
$
Office
furniture &
equipment
$
Total
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
33,981
989,181
(12,080)
(12,080)
21,901
977,101
21,901
977,101
8,927
3,277,874
(6,520)
(6,520)
24,308
4,248,455
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Note 8. Trade and other payables
Note 10. Borrowings
Trade creditors
Accruals
Employee liabilities
Tax liabilities
Other creditors
2018
$
1,885,297
223,338
211,481
199,427
443,878
2017
$
185,762
18,775
165,216
78,097
36,826
2,963,421
484,676
Trade payables are non-interest bearing and are normally settled on 30-day terms. Information regarding the interest rate and
liquidity risk exposure is set out in Note 18.
Note 9. Provisions
Employee leave entitlements
2018
$
41,157
2017
$
55,498
Current
Convertible notes
Total borrowings
The following table shows the movement of
convertible notes during the period:
Opening balance
Additions
Redeemed - equity component
Fair value of free attaching options issued1
Closing balance
1Refer to Note 13 of the financial report for valuation.
Reconciliation of liabilities arising from
financing activities
2018
$
2017
$
7,515,018
1,000,000
7,515,018
1,000,000
2018
$
2017
$
1,000,000
470,000
7,936,858
1,000,000
(221,840)
(470,000)
(1,200,000)
-
7,515,018
1,000,000
Cash flows
Non-cash changes
2017
Inflow
Outflow Acquisition
Movement
2018
FX
(221,840)
(470,000)
(221,840)
(470,000)
(221,840)
(470,000)
(1,200,000)
-
(1,200,000)
-
(1,200,000)
-
1,000,000
9,902,858
(1,978,892)
(1,421,840)
12,892
7,515,018
Long-term
borrowings
Short-term
borrowings
Total liabilities from
financing activities
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Terms and conditions of the
convertible notes:
100 convertible notes
A$2M 133,333,333 Eighteen Blue Investments Pty
Note 11. Contributed equity
Ltd convertible notes
• Face value - 1.5 cents per convertible note.
• Face value - $10,000 per convertible note.
• Security - None
Shares on issue
2018
No
2018
$
2017
No
2017
$
• Security - None
• Conversion - Each note may be converted into
Gulf shares at 1.5 cents.
•
Interest - Payable monthly in arrears at 8%
per annum.
• Redemption - Each note may be redeemed at
the Holders option 3 months from issue or any
time thereafter with 1 month notification and
all outstanding notes will be redeemed in full 24
months from issue.
• Term - Expiring 27 June 2019.
• Conversion before 12 October 2018 - Each note
may be converted into one Gulf share
•
Interest – 15% interest per annum
• As per the agreement with PT JGI, Gulf issued
133,333,333 free attaching Listed Options
(GMCO) exercisable at 0.5 cents expiring 21
April 2019 to Eighteen Blue Investments Pty Ltd.
Refer to Note 13 for the valuation of
these options.
• Term - Expiring 12 March 2023.
IDR equivalent of approximate A$6M PT Gulf
The Company entered into an Agreement with PT
Convertible note
Jayatama Global Investindo (“PT JGI”) on 12 March
Indonesian Rupiah of approximately A$6 million
2018 to invest up to approximately A$15 million
to fund the construction and commissioning of
the first two smelters at the Kupang Smelting
Facility. The funds comprise the IDR equivalent of
apporximatley A$6 million through a convertible
note with PT JGI for 25.1% ownership of Gulf’s
subsidiary PT Gulf Mangan Grup (“PT GMG”), a
A$2 million convertible note with Eighteen Blue
through a convertible note with PT JGI for 25.1%
ownership of Gulf’s Indonesian subsidiary PT
Gulf Mangan Grup (“PT GMG”) upon satisfaction
of the agreed conditions precedent. The PT Gulf
Convertible Note shall bear zero interest from the
date of issue until 12 October 2018.
Note 11. Contributed equity
Investments Pty Ltd for equity in Gulf, and an
Ordinary shares entitle the holder to participate
approximately A$7 million loan facility for PT GMG
in dividends and the proceeds on winding up of
to use during construction and commissioning.
the Company in proportion to the number of and
The key terms of the converting notes and standby
facility are disclosed in the announcement dated
12 March 2018. Summarised terms and conditions
of the convertible note are set out below:
amounts paid on the shares held. 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.
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Ordinary shares issued and fully paid
2,660,722,860
38,942,128
2,037,849,924
32,309,605
Total contributed equity
2,660,722,860
38,942,128
2,037,849,924
32,309,605
Ordinary shares entitle the holder to participate
one vote, and upon a poll each share is entitled to
in dividends and the proceeds on winding up of
one vote. Transaction costs arising on the issue
the Company in proportion to the number of and
of equity instruments are recognised directly in
amounts paid on the shares held. On a show of
equity as a reduction of the proceeds of the equity
hands every holder of ordinary shares present
instruments to which the costs relate.
at a meeting in person or by proxy, is entitled to
Movement in ordinary shares on issue
2018
No
2018
$
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Balance at 1 July 2017
2,037,849,924
32,309,605
27 July 2017 – Issue of ordinary shares at 1.5 cents each
66,666,667
1,000,000
6 Oct 2017 – Issue of ordinary shares at 1.5 cents
33,333,333
28 Oct 2017 – Vesting of performance rights deemed at 0.07 cents
34,000,000
500,000
238,000
1 Nov 2017 – Issue of ordinary shares at 1.5 cents
166,666,667
2,500,000
7 Nov 2017 – Exercise of Listed Options at 0.5 cents each
9 Nov 2017 – Exercise of Listed Options at 0.5 cents each
16 Nov 2017 – Exercise of Listed Options at 0.5 cents each
28 Nov 2017 – Exercise of Listed Options at 0.5 cents each
5 Dec 2017 – Exercise of Listed Options at 0.5 cents each
83,000,000
31,000,000
6,533,000
1,333,000
2,333,000
415,000
155,000
32,665
6,665
11,665
20 Dec 2017 – Vesting of performance rights deemed at 1.6 cents
68,481,664
1,874,332
8 Jan 2018 – Exercise of Listed Options at 0.5 cents each
4,000,000
20,000
9 Mar 2018 – Issue of Collateral Shares to Acuity1
100,000,000
12 Mar 2018 – Issue of Shares as part of Settlement2
14 Mar 2018 – Exercise of Listed Options at 0.5 cents each
5 Apr 2018 – Exercise of Listed Options at 0.5 cents each
18 June 2018 – Exercise of Listed Options at 0.5 cents each
28 June 2018 – Exercise of Listed Options at 0.5 cents each
6,225,604
10,000,001
1,300,000
4,000,000
4,000,000
-
93,384
50,000
6,500
20,000
20,000
Less: Capital raising costs
Balance at 30 June 2018
-
(310,688)
2,660,722,860
38,942,128
1In December 2017, the Company entered into a Controlled Placement Agreement (CPA) with Acuity Capital. As collateral for the
CPA, the Company issued 100 million shares at nil consideration to Acuity Capital. The CPA provides the Company with up to
$5 million of standby equity capital for a 2 years period. Subsequent to year end, the Company agreed to place the 100,000,000
shares at an issue price of 1.26c to Acuity Capital for a total raise of $1,260,000 (net of costs). The issue of the shares will be
subject to shareholder approval at the Company’s upcoming AGM.
2On 12 March 2018, the Company issued 6,225,604 shares deemed at 1.5 cents each as part of a confidential settlement agreement.
For personal use only
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Note 11. Contributed equity continued
Movement in ordinary shares on issue
Balance at 1 July 2016
2017
No
2017
$
1,179,178,307
23,325,358
23 Aug 2016 Conversion of 3 convertible notes at 1.02 cents each
2,941,177
30,000
5 Sep 2016 Issue of 14,500,000 ordinary shares deemed at
0.4 cents each
14,500,000
217,500
5 Sep 2016 Issue of 20,000,000 ordinary shares at 0.2 cents each
20,000,000
300,000
12 Sep 2016 Issue of 70,000,000 ordinary shares at 1.5 cents each
70,000,000
1,050,000
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
2,941,176
6,666,667
760,890
4,117,647
3,154,242
40,000
100,000
3,804
70,000
52,045
28 Nov 2016 Conversion of 33 convertible notes at 2.286 cents each
14,435,695
330,000
28 Nov 2016 Exercise of Listed Options at 0.5 cents each
4,268,499
21,343
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
150,000
14,691,681
20,266,950
2,500,000
4,160,322
1,700,000
150,000
2,940
73,458
101,335
49,000
20,802
33,320
750
19 Apr 2017 Issue of 204,600,000 ordinary shares at 0.5 cents each
204,600,000
1,023,000
21 Jun 2017 Issue of 2,666,666 ordinary shares at 1.5 cents each
2,666,666
40,000
29 Jun 2017 Issue of 464,000,005 ordinary shares at 1.5 cents each
464,000,005
6,960,000
Less: Capital raising costs
Balance at 30 June 2017
-
(1,535,050)
2,037,849,924
32,309,605
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 12. Reserves
Nature and purpose of reserves
Foreign currency translation reserve
The foreign currency translation reserve is used to record exchange
differences arising from the translation of the financial statements of
foreign subsidiaries. It is also used to record the effect of hedging net
investments in foreign operations.
Balance at the beginning of the year
Movement during the year
Balance at the end of the year
Nature and purpose of reserves
Convertible note reserve
The convertible note reserve represents the equity component
(conversion rights) of the convertible notes issued during the year.
Refer to Note 10.
Balance at the beginning of the year
Movement in convertible notes redeemed during the period
Balance at the end of the year
Option reserve
The option reserve is used to recognise the fair value of share
based payments issued.
Balance at the beginning of the year
Movement in options issued during the year
2018
2017
$
-
(454,596)
(454,596)
$
-
-
-
2018
2017
$
-
221,840
221,840
$
-
-
-
2018
$
6,681,714
1,200,000
2017
$
2,507,213
1,624,501
Movement in performance rights issued during the year
3,079,751
2,550,000
Transfer of performance rights vested during the period
(2,112,332)
-
Balance at the end of the year
8,849,133
6,681,714
Share options on issue
2018
No
2018
$
2017
No
2017
$
Listed share options on issue
1,627,658,304
2,283,122
1,241,823,972
1,083,122
Unlisted share options on issue
148,425,917
3,048,592
172,325,917
3,048,592
Performance rights on issue
181,213,336
3,517,419
85,000,000
2,550,000
Total share options on issue
1,957,297,557
8,849,133
1,499,149,889
6,681,714
For personal use only
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Note 12. Reserves continued
A. Movement in listed options (GMCO) exercisable at
0.5 cents each expiring 21 April 2019
Balance at the beginning of the year
1,241,823,972
1,083,122
2018
No
2018
$
27 July 2017 Issue of Listed Options
6 October 2017 Issue of Listed Options
7 Nov 2017 Exercise of Listed Options
9 Nov 2017 Exercise of Listed Options
16 Nov 2017 Exercise of Listed Options
28 Nov 2017 Exercise of Listed Options
1 Dec 2017 Issue of Listed Options
5 Dec 2017 Exercise of Listed Options
8 Jan 2018 Exercise of Listed Options
12 Mar 2018 Issue of Listed Options
14 Mar 2018 Exercise of Listed Options
5 Apr 2018 Exercise of Listed Options
18 June 2018 Exercise of Listed Options
28 June 2018 Exercise of Listed Options
100,000,000
50,000,000
(83,000,000)
(31,000,000)
(6,533,000)
(1,333,000)
250,000,000
(2,333,000)
(4,000,000)
-
-
-
-
-
-
-
-
-
133,333,333
1,200,000
(10,000,001)
(1,300,000)
(4,000,000)
(4,000,000)
-
-
-
-
Balance at the end of the year
1,627,658,304
2,283,122
B. Movement in unlisted options
Balance at the beginning of the year
172,325,917
3,048,592
2018
No
2018
$
Lapsing of unlisted options exercisable at $0.3746 each
expiring 31 July 2017
Lapsing of unlisted options exercisable at 1.96 cents each
expiring 30 September 2018
Balance at the end of the year
C. Movement in performance rights
(13,900,000)
(10,000,000)
-
-
148,425,917
3,048,592
2018
No
2018
$
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Note 13. Share-based payments
Performance rights
During year, 198,695,000 performance rights were
issued under the Company’s Long Term Incentive
Plan (LTI) to Directors and Employees and they
vest based on yearly service. In accordance with
the LTI, the Company’s Total Shareholder Return
(TSR) for the financial year ended 30 June 2017
against the Comparator Group of companies
The rights that were recognised during the period
were valued based on the share price at the date
of grant. The share price at the grant date was 1.6
cents. The total expense recognised relating to the
tranches above is $3,079,751.
In addition to the above, the following performance
rights issued on 21 November 2016 have vested
resulting in the issue of 34,000,000 shares at a
price of 0.07 cents based on the share price at the
was above the 70th percentile and the first equal
date of grant.
tranche of the LTI performance rights have vested,
resulting in 68,481,664 shares being issued. The
Listed Options
second tranche of LTI performance rights vested
During the year, the Company issued 133,333,333
on 30 June 2018 and were issued subsequent to
year end.
The Company has assigned a 100% probability
that the service condition relating to the LTI
performance rights in the third tranche will be met.
These rights will vest on 30 June 2019 (when the
service condition has been met).
free attaching listed options to Eighteen Blue
Investments Pty Ltd as per the agreement with
PT JGI. These free attaching options were valued
at $0.009 each being the quoted market price of
the listed options on the date of the agreement
totalling $1,200,000.
Recognised during the period
Performance
rights granted
Tranche 1
Tranche 2
94,500,000
31,499,999
31,500,000
Tranche 3
31,500,001
104,195,000
36,981,665
33,606,667
33,606,668
(6,000,000)
-
-
(6,000,000)1
192,695,000
68,481,664
65,106,667
59,106,669
Directors
Employees
Adjustment
TOTAL
Expense recognised during the year
$1,092,337
$1,041,707
$945,707
1Performance rights granted to Mr Leonard Math were forfeited as service condition was not met.
Vesting condition
Completion of MoU with Mangan Suppliers
Completion of 60% offtake agreement for 1 & 2 smelters
Directors
Employees
9,000,000
9,000,000
8,000,000
8,000,000
18,000,000
16,000,000
Balance at the beginning of the year
85,000,000
2,550,000
TOTAL
Issue of Performance Rights to directors and employees
198,695,000
-
Vesting of Performance Rights (granted 21 November 2016)
(34,000,000)
(1,020,000)
Performance Rights recognised (granted 21 November 2017)
(68,481,664)
520,853
Balance at the end of the year
181,213,336
2,050,853
For personal use only
63
Note 14. Accumulated losses
Accumulated losses at beginning of the year
(30,354,705)
(24,991,397)
Net loss for the year
Accumulated losses at end of the year
(7,467,562)
(5,363,308)
(37,822,267)
(30,354,705)
2018
$
2017
$
Note 15. Earnings per share
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.
Basic and diluted loss per share
2018
Cents
(0.31)
2018
No
2017
Cents
(0.39)
2017
No
Weighted average number of ordinary shares outstanding during
the year used in the calculation of basic loss per share
2,412,092,719
1,359,081,322
Note 16. Commitments for expenditure
The Company leases one office under a non-cancellable
operating lease expiring on 28 February 2020. On
renewal, the terms of the lease are renegotiated.
Operating lease commitments
Office operating lease rentals are payable as follows:
Not later than one year
Later than one year but no later than two years
Later than two years
Total operating lease commitments
2018
$
24,625
18,564
-
43,189
2017
$
17,500
-
-
17,500
64
2018 $
152,390
244,936
294,373
58,877
2017 $
168,410
272,060
219,849
44,551
2,106,555
2,647,500
2,857,131
3,352,370
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Transactions between related parties are on
normal commercial terms and conditions no
more favourable than those available to other
parties unless otherwise stated. For details
of remuneration disclosures relating to Key
Management Personnel, refer to the remuneration
report in the Directors’ Report.
Note 17. 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 benefits (directors)
Short-term employee benefits (MD/CEO)
Short-term employee benefits (executives)
Post-employment benefits
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 2018 (2017: Nil).
Transactions with related parties:
Mr Andrew Wilson is employed by Kesempatan
Pty Ltd (“KPL”) and has beneficial 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 (2017: $60,000) for
the Non-Executive Director services provided by
Mr Wilson. During the period, KPL also invoiced
the Company $30,800 for services in leading the
negotiation and resolution of a dispute that was in
addition to the scope of Mr Wilson’s services as a
Non-Executive Director.
For personal use only
65
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Note 18. Financial risk management
Credit risk
The Company’s financial instruments consist of
deposits with banks, accounts receivable and
payable, and convertible notes.
Overall risk management
Credit risk arises from the financial 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
The Company’s activities expose it to a variety of
maximum exposure equal to the carrying amount
financial risks; market risk (including the markets
of these instruments.
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 flow
interest rate risk.
The Company does not have any significant credit
risk exposure to any single counter party. The
credit risk on liquid funds is limited because the
counter party is a bank with a high credit rating.
Overall risk management (continued)
The carrying amount of the Company’s financial
The Company’s overall risk management program
assets represents the maximum credit exposure.
focuses on the unpredictability of financial
The Company’s maximum exposure to credit risk
markets and commodity markets and seeks to
at the reporting date is as per below table.
minimise potential adverse effects on the financial
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.
Cash and cash equivalents
Trade and other receivables
Other assets
The credit quality of financial assets that are
neither past due nor impaired can be assessed by
reference to external credit ratings (if available)
or to historical information about counter party
default rates.
2018 $
4,213,499
111,450
537,818
2017 $
5,348,144
580,189
-
Maximum exposure to credit risk
4,862,767
5,928,333
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Note 18. Financial risk management
Liquidity risk
Liquidity risk management implies maintaining
sufficient cash to meet commitments as and
when they fall due. The Company’s financial
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
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 affected 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
effect 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.
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shareholder has signed a letter of comfort to
Interest rate risk
provide financial 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 affect the Company’s
income or the value of its holdings of financial
Interest rate risk is the risk that the fair value or
future cash flows of financial instruments will
fluctuate because of changes in market interest
rates. The Company’s exposure to interest rate risk
is not significant and is limited to cash and cash
equivalents. The company does not rely on the
generation of interest to provide working capital.
instruments. The objective of market risk
Profile
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 fluctuations.
Foreign exchange risk arises from future
commercial transactions and recognised financial
assets and financial liabilities denominated in
a currency that is not the entity’s functional
currency. The risk is measured using sensitivity
analysis and cashflow forecasting.
At the reporting date the interest rate profile of the
company’s interest-bearing financial instruments
is providing in the below table.
Sensitivity analysis
If the interest rates had weakened/strengthen by
1% at 30 June 2018, there would be no material
impact on the statement of comprehensive
income. There would be no effect on the equity
reserves other than those directly related to
statement of comprehensive income movements.
Fixed
Floating
Non-interest
Interest $
Interest $
bearing $
Financial assets
Cash and cash equivalents
-
4,213,499
Financial liabilities
Convertible notes
7,515,018
-
-
-
Total $
4,213,499
7,515,018
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Note 19. Segment information
Note 21. Events occurring after reporting period
For management purposes, the Group is
The financial results from this segment are
The following occurred subsequent to the end of the period:
organised into one main operating segment, which
equivalent to the financial statements of the
involves developing a ferromanganese smelting
Group as a whole.
and sales business to produce low/medium carbon
ferromanganese alloy in West Timor, Indonesia.
All of the Group’s activities are interrelated, and
discrete financial information is reported to the
Board (chief operating decision maker) as a single
segment. Accordingly, all significant operating
decisions are based upon analysis of the Group as
one segment.
The accounting policies applied for internal
reporting purposes are consistent with those
applied in the preparation of these financial
statements.
Note 20. Contingent assets and liabilities
As announced to ASX on 14 November 2017 and
Company hopes that the case will be settled in
• Mr Leonard Math left the position of
• During the month of August 2018, the
Company Secretary and Chief Financial
following options were exercised:
Officer on July 4 2018 and Mr Ian Gregory
was appointed as Company Secretary on
that date.
• On 1 October 2018 Robert Ierace was
appointed as Chief Financial Officer Other
than as disclosed above, there are no other
significant events that have occurred after
the reporting period.
• 82,106,667 performance rights vested on 12
July 2018.
• Mr Sam Lee was appointed Non-Executive
Director to the Board on 21 July 2018.
• 93,817,712 listed options expiring 21 April
2019 at $0.005 each
•
1,850,000 unlisted options expiring 30
September 2018 at $0.0196 each
• On 4 September 2018, the Company and
PT Jayatama Global Investindo agreed
to extend the conversion date under the
Convertible Note Agreement from 31 August
2018 to 12 October 2018.
• On 26 September 2018, the Company drew
down the first tranche of IDR 26.25 billion
(~A$2.4 million equivalent) under the PT JTS
included in the 2017 Annual Report, the Company
that mediation. However, in the unlikely event that
• On 1 August 2018, PT Gulf Mangan Grup
Standby Facility Agreement, which funds
received a claim from Mighty River International
the claim succeeds and the Company is ordered
confirmed it had received its operating
are to be used towards construction of the
Limited (“Plaintiff”) relating to a purported
to pay damages that are alleged to be in the
licence for the Kupang Smelting Facility. On
Kupang Smelting Hub.
historical transaction between the Company and
sum of $1,400,000 (plus interest), this may have
the Plaintiff back in October 2013. The Plaintiff
a material adverse effect on the Company’s
lodged a Statement of Claim on 2 November 2017
financial position.
and on 23 February 2018 lodged an Amended
Statement of Claim. None of the current directors
of the Company were with the Company in 2013,
however we have lodged a Defence relying on an
affidavit from the past Chairman of the Company.
Having considered the Amended Statement
of Claim, our Defence, the facts, and obtained
legal advice, the directors remain of the view
that the claim is unlikely to succeed. At a case
conference on 23 August 2018, the Plaintiff and
the Company agreed to participate in a Court
sponsored mediation process. This will probably
be conducted in late 2018 or early 2019. The
Given the circumstances of the claim, it is not
practical or reasonable to estimate any contingent
or potential liability in relation to it.
In the 2017 Annual Report the Company referred
to another claim which was received after 30 June
2017. This claim was resolved in early 2018.
Other than as disclosed above, there were
no contingent liabilities at the end of the
reporting period.
10 August 2018, the Company announced its
first 140 tonne shipment of structural steel
had arrived from Weltes in Surabaya. In
addition to the steel, the Company also took
delivery of prefabricated site offices and
workshops.
• Subsequent to year end, the Company
agreed to place the 100,000,000 shares
pursuant to the Controlled Placement
Agreement (CPA) at an issue price of 1.26c to
Acuity Capital for a total raise of $1,260,000
(net of costs). The issue of the shares will
be subject to shareholder approval at the
Company’s upcoming AGM.
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Note 22. Auditor’s remuneration
Note 25. Gulf Manganese Corporation Limited Parent Company Information
Audit and review of financial statements
Total auditor’s remuneration
Note 23. Dividends
2018 $
53,253
53,253
2017 $
48,366
48,366
There were no dividends recommended or paid during the financial years ended 30 June 2018 and
30 June 2017.
Note 24. Investment in controlled entities
The consolidated financial statements include the financial statements of Gulf Manganese Corporation
Limited and the subsidiaries listed in the following table:
Name of entity
Parent entity
% Equity Interest
Place of
incorporation
2018 %
2017%
Gulf Manganese Corporation Limited
Australia
Controlled entities
Gulf Copper Pty Ltd1
Gulf Manganese Pty Ltd1
International Manganese Group Limited
PT Gulf Mangan Group
Australia
Australia
Australia
Indonesia
1These companies were inactive during the years ended 30 June 2018 and 30 June 2017.
100
100
100
100
100
100
100
100
100
100
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Parent 2018
Parent 2017
$
$
1,254,374
5,400,351
11,083,984
4,928,736
12,338,358
10,329,087
885,453
1,716,667
1,521,399
-
2,602,120
1,521,399
Net assets/liabilities
9,736,238
8,807,688
Equity
Contributed equity
Reserves
Accumulated losses
Total equity
Financial performance
Loss for the year
Other comprehensive income
Total comprehensive loss
38,942,128
32,309,590
8,932,466
6,681,714
(38,138,356)
(30,183,616)
9,736,238
8,807,688
(7,935,964)
(5,222,350)
-
-
(7,935,964)
(5,222,350)
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Director’s
Declaration
The Directors of the Company declare that:
1. The financial statements and note set out on pages 18 to 44, 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 financial position as at 30 June 2018
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 2018, comply with section 300A of the Corporations Act 2001.
3. The Directors have been given the declarations by the chief executive officer and chief financial
officer required by section 295A.
4. The Company has included in the notes to the financial 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 2018
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“ Gulf is now on the
cusp of commencing
commercial production
from the Kupang
Smelting Hub Facility in
West Timor in early 2019,
which will signal our
arrival as a significant
player on the global
manganese stage.”
Hamish Bohannan
Managing Director
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Auditor‘s
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Auditor’s Report continued
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Independent Auditor's ReportTo the Members of Gulf Manganese Corporation LimitedReport on the Audit of the Financial ReportOpinionWe 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 30June 2018, 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 Entityis in accordance with the Corporations Act 2001, including:(i)giving a true and fair view of the Consolidated Entity’s financial position as at 30 June 2018and of its financial performance for the year then ended; and(ii)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 1c.Basis for OpinionWe 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 Auditor’s Responsibilities for the Audit of the Financial Reportsection of our report. We are independent of the Consolidated Entityin accordance with the auditor independence requirements of the Corporations Act 2001and 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.Independent Auditor’s ReportTo the Members of Gulf Manganese Corporation Limited (Continued)Material Uncertainty Related to Going ConcernWe draw attention to Note 1b in the financial report which indicates that the Consolidated Entity incurred a net loss of $7,467,562 during the year ended 30 June 2018. As stated in Note 1b, these events or conditions, along with other matters as set forth in Note 1b, indicate that a material uncertainty exists that may cast significant doubt on the Consolidated Entity’s ability to continue as a going concern. Our opinion is not modified in this respect of this matter. Key Audit MattersKey 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 matterHow our audit addressed the key audit matterPlant and equipment –$14,782,964(Refer to Note 7)As disclosed in note 7 in the financial report, as at 30 June 2018 the Consolidated Entity is carryingplant and equipment of$14,782,964. Of significance in this amount is $14,577,987 which relates to the Smelter Hub which is currently under construction.Plant and equipment is considered to be a key audit mater 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–Property, plant and equipment;−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 –$3,079,751(Refer to Note 13)As disclosed in note 13 in the financial statements, during the year ended 30 June 2018, the Consolidated Entity incurred share based payments totaling $3,079,751. Our procedures included, amongst others:−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;For personal use only
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Auditor’s Report continued
Auditor’s Report continued
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Independent Auditor’s ReportTo the Members of Gulf Manganese Corporation Limited (Continued)Key audit matterHow our audit addressed the key audit matterShare based payments are considered to be a key audit matter due to:−the value of the transactions; −the complexities involved in recognition and measurement of these instruments; and−the judgement involved in determining the inputs used in the valuation. This process involved significant estimation and judgement required to determine the fair value of the equity instruments granted.−Evaluating the key assumptions used to value the performance rights including the probability of the performance conditions being met as disclosed in note 13 of the financial statements;−Assessing the amount recognised during the period against the vesting conditions of the options; and−Assessing the adequacy of the disclosures included in the financial report.Borrowings -$7,515,018(Refer to Note 10)As disclosed in note 10 of the financial statements for the year ended 30 June 2018, the Consolidated Entity raised $7,515,018through the issue of convertible notes.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;and−judgements surrounding derivative values that may or may not be attributable to the notes.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 andequity components of compound instruments;−Evaluating the derivative components that may exist as a result of the issue of these financial instruments; and−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 2018, 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.Independent Auditor’s ReportTo the Members of Gulf Manganese Corporation Limited (Continued)If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.Responsibilities of the Directors for the Financial ReportThe 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 1c,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 abilityto 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 Entityor to cease operations, or has no realisticalternative but to do so.Auditor’s Responsibilities for the Audit of the Financial ReportOur 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 Entityto cease to continue as a going concern.For personal use only
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Independent Auditor’s ReportTo 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 Entityto express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Consolidated Entityaudit. 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 interestbenefits of such communication.Report on the Remuneration ReportWe have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2018.The directors of the Company are responsible for the preparation and presentationof the remuneration report in accordance with s 300A of the CorporationsAct 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 OpinionIn our opinion, the Remuneration Report of the Company, for the year ended 30 June 2018, complies with section 300A of the Corporations Act 2001. BENTLEYSCHRIS NICOLOFFCAChartered AccountantsPartnerDated at Perth this 28thday of September 2018For personal use only
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Analysis of numbers of listed option holders by size of holding:
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 30 October 2018.
1.1 Ordinary Shares on Issue
There are 2,872,447,239 ordinary shares on issue
(GMC).
1.2 Listed Options on issue
There are 1,500,340,592 Listed Options (GMCO)
exercisable at $0.005 expiring 21 April 2019.
1.3 Unlisted Options on issue
Class
Exercisable at
$0.2496 options
expiring 31 Dec 2018
Number of
Number of
Securities
Holders
7,500,000
Exercisable at $0.02
options expiring
5 Sep 2021
50,000,000
Exercisable at $0.02
options expiring
5 Sep 2021 (ECSOP)
24,000,000
7
4
7
Holders of 20% or more of the class
Holder Name
GRAHAM ANDERSON PTY
LTD
Number of
Securities
2,000,000
HJL Bohannan
30,000,000
C & DIANE MUNRO
10,000,000
SETIA PTY LTD
10,000,000
1.4 Distribution of shareholders and listed option holders
Analysis of numbers of shareholders by size of holding:
Holding Ranges
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 - 9,999,999,999
Totals
Holders
Total Units
% Issued Share
Capital
54
30
11
492
940
1,527
13,470
80,604
83,923
29,031,993
2,843,237,249
2,872,447,239
0.00%
0.00%
0.00%
1.01%
98.98%
100.00%
Based on the price per share of $0.01, the number of holders with an unmarketable holding:
298, with a total of 6,676,303 shares, amounting to 0.23% of the Issued Capital.
82
% Issued Share
Capital
0.00%
0.00%
0.00%
0.19%
99.81%
100.00%
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Holding Ranges
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 - 9,999,999,999
Totals
1.5 Voting Rights
Holders
Total Units
7
9
4
50
397
467
3,236
30,482
23,880
2,853,951
1,497,429,043
1,500,340,592
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.
1.6 Twenty largest shareholders
Position
Holder Name
Holding
% IC
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
18
19
20
CITICORP NOMINEES PTY LIMITED
465,883,440
16.22%
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
345,413,358
12.03%
ACUITY CAPITAL INVESTMENT MANAGEMENT PTY LTD
133,833,333
4.66%
BNP PARIBAS NOMS PTY LTD
120,900,000
4.21%
ALI SANTOSO HALIM
83,333,334
2.90%
ABN AMRO CLEARING SYDNEY NOMINEES PTY LTD
81,376,383
2.83%
MR SAM BOON BENG LEE & MRS JENNY SU LEE LEE
69,908,960
2.43%
JOHN ALBERT WOODACRE
39,869,467
1.39%
MR HAMISH JOHN LINDSEY BOHANNAN
32,133,333
MR NEIL THOMPSON
31,600,770
1.12%
1.10%
MRS JULIET COMAFAY & MR BENEDICT COMAFAY
30,058,850
1.05%
J P MORGAN NOMINEES AUSTRALIA LIMITED
27,988,301
0.97%
MRS PERLA BAILEY
29,863,333
1.04%
SMARTEQUITY EIS PTY LTD
24,500,000
0.85%
MRS HELEN JELENA LATKOVIC
21,962,075
0.76%
MR EDUARDO SIAO & MRS EVELYN SIAO
21,528,000
0.75%
PAUL EDWIN ROBINSON
21,497,000
0.75%
MR EDUARDO SIAO & MRS EVELYN SIAO
20,000,000
0.70%
TOM HALE PTY LTD
20,000,000
0.70%
NAVIGATOR AUSTRALIA LTD
19,333,333
0.67%
MR COLIN CHAN & MISS NATASHIA KURNIAWAN KHOE
18,000,000
0.63%
1,658,983,270
57.76%
Total
Total issued capital - selected security class(es)
2,872,447,239
100.00%
For personal use only
1.8 Corporate Governance Statement
The Company’s 2018 Corporate Governance Statement has been released as a separate document and is
located on its website at www.gulfmanganese.com.
84
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Substantial Shareholders
Substantial Holder
CITICORP NOMINEES PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA)
LIMITED
Size of Holdings
465,883,440
345,413,358
%
16.22%
12.03%
1.7 Twenty largest listed option holders (GMCO)
Position
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
19
19
19
20
Holder Name
Holding
% IC
TAN HWA POH
190,000,000
12.66%
EIGHTEEN BLUE INVESTMENTS PTY LTD
133,333,333
8.89%
ALI SANTOSO HALIM
125,000,000
8.33%
CITICORP NOMINEES PTY LIMITED
76,365,800
5.09%
ABN AMRO CLEARING SYDNEY NOMINEES PTY LTD
59,864,831
3.99%
MR SAM BOON BENG LEE & MRS JENNY SU LEE LEE
48,002,076
3.20%
ZHANG & KHOE FAMILY PTY LTD
37,515,834
2.50%
MR EDUARDO SIAO & MRS EVELYN SIAO
30,275,000
2.02%
ALI SANTOSO HALIM
25,000,000
TOM HALE PTY LTD
23,500,000
MRS WAN HA HIOE
21,000,000
SEAVIEW ENTERPRISES PTY LTD
20,000,000
1.67%
1.57%
1.40%
1.33%
TEPANY PTY LTD
19,650,000
1.31%
MR SHANE TIMOTHY BALL
14,700,000
0.98%
ZHANG & KHOE FAMILY PTY LTD
BNP PARIBAS NOMS PTY LTD
RUCKING INVESTMENTS PTY LTD
12,299,777
0.82%
12,000,000
0.80%
11,000,000
0.73%
CARRINGBUSH ENTERPRISES PTY LTD
10,500,001
0.70%
TAN HWA POH
10,000,000
0.67%
JONG HOON PARK
10,000,000
0.67%
JOHANES SUSILO
10,000,000
0.67%
SATHIT UTHAISRI
10,000,000
0.67%
MISS JENNIFER CARREON
9,950,000
0.66%
Total
919,956,652
61.32%
Total issued capital - selected security class(es)
1,500,340,592
100.00%
For personal use only
86
www.gulfmanganese.com
For personal use only