Kennametal
Annual Report 2018

Plain-text annual report

ANNUAL REPORT 2018 (FORMERLY METALLUM LIMITED) ABN 73 149 230 811 Corporate Directory Chairman’s Letter Managing Directors’ Report Director’s Report Auditor’s Independence Declaration Statement of Comprehensive Income Statement of Financial Position Statement of Cash Flows Statement of Changes in Equity Notes to the Financial Statements Directors’ Declaration Independent Auditor’s Report Shareholder Information Tenement Schedule Annual Mineral Resource Statement 2 KOPORE METALS LIMITED | ANNUAL REPORT 2018 3 5 6 14 28 29 30 31 32 33 64 65 69 73 74 CORPORATE DIRECTORY DIRECTORS Peter Meagher – Non-Executive Chairman Grant Ferguson – Managing Director Shannon Coates - Non-Executive Director COMPANY SECRETARY Andrew Metcalfe REGISTERED AND PRINCIPAL OFFICE Suite 3, Level 2 470 Collins Street MELBOURNE VIC 3000 Telephone: (03) 9867 7199 (03) 9867 8587 Facsimile: SHARE REGISTRY Automic Registry Services Level 2 267 St Georges Terrace PERTH WA 6000 AUDITORS RSM Australia Partners Level 32, Exchange Tower 2 The Esplanade PERTH WA 6000 SOLICITORS Bellanhouse Legal Level 19, Alluvion 58 Mounts Bay Road PERTH WA 6000 SECURITIES EXCHANGE Australian Securities Exchange Rialto Towers Level 4, 525 Collins Street MELBOURNE VIC 3000 (ASX: KMT) Corporate Directory ANNUAL REPORT 2018 | KOPORE METALS LIMITED 3 ANNUAL REPORT 2018 | KOPORE METALS LIMITED 3 DIRECTORS’ REPORTCHAIRMAN’S LETTER 4 KOPORE METALS LIMITED | ANNUAL REPORT 2018 4 KOPORE METALS LIMITED | ANNUAL REPORT 2018 DIRECTORS’ REPORTA PATHWAY TO COPPERCHAIRMAN’S LETTER DEAR SHAREHOLDERS, It gives me great pleasure to present the 2018 Kopore Metals Limited Annual Report outlining our recent corporate and exploration activities, on the emerging Kalahari Copper Belt in the Republic of Botswana and Namibia. The Company believes its project licences represent a world-class opportunity, with a rapidly developing portfolio of projects ranging from conceptual to the drilling stage. The past year has seen the Company transformed by our small but highly effective Board of Directors and in-country team, guiding the Company from a pure greenfields project acquisition, through a corporate transaction and into foundational early stage exploration work and a maiden drilling program. The past two years has seen the Kalahari Copper Belt accelerate regional scale copper-silver discoveries and highlight the rapidly increasing prospectivity of the area, through systematic exploration programs. Exploration targeting, and geological understanding has gone through a paradigm shift with the identification of intact subsurface domal structures, which Kopore believes to be potentially present on our licences. Through a combination of ground and geophysical techniques, our team is now able to demonstrate the depth of the target D’Kar Formation starts from close to surface in key areas and not all at significant depths, as previously understood. This new geological understanding aligns with the knowledge of other successful copper exploration and resource developers, elsewhere on the Kalahari Copper Belt. Recent exploration success by neighbouring resource development companies, continues to demonstrate that the Kalahari Copper Belt is an emerging world class copper province within pro-exploration and pro-mining jurisdictions. Post 30 June 2018, the Company acquired a further eight exclusive prospecting licences in Namibia, placing Kopore as the largest prospecting licence holder on the Kalahari Copper Belt, at 14,363 square kilometres. The awarding of the Namibian project areas included historical data from previous exploration activities within our licences. This information is currently being collated and is expected save the Company millions of dollars, providing the opportunity to accelerate programs and refine targets. Recent exploration success by neighbouring resource development companies, continues to demonstrate that the Kalahari Copper Belt is an emerging world class copper province within pro-exploration and pro-mining jurisdictions. I would like to take this opportunity to thank the Board, in-country team, advisers, contractors and shareholders who have allowed us to commence our exciting journey in the Kalahari. As the largest licenceholder in the Kalahari Copper Belt, we have clear objectives for the 2018-19 field season. I thank you for your support throughout 2017/18 and hope that our progress during the forthcoming year will continue to add value to your investment as we forge our pathway to copper. Yours faithfully PETER MEAGHER NON-EXECUTIVE CHAIRMAN ANNUAL REPORT 2018 | KOPORE METALS LIMITED 5 MANAGING DIRECTOR’S REPORT MANAGING DIRECTOR’S REPORT MY FELLOW SHAREHOLDERS, I am very pleased to provide the following summary of the achievements that Kopore Metals Limited has made since the acquisition of Global Exploration Technologies Pty Ltd in November 2017. We have made significant progress in advancing our regional scale copper exploration portfolio in the Republic of Botswana and Namibia, defined a series of high priority targets that are currently being systematically evaluated. To date, we have completed initial reconnaissance and detailed exploration programs over 2,000km2 of our significant 8,564km2 licence area that covers the highly prospective western extension of the Kalahari Copper Belt. In July 2018, the licence area was expanded into Namibia through the acquisition of a further eight prospecting licenses over an area of 5,705km2 which includes a number of advanced targets. Exploration work at our Botswana GWD1 Domal Prospect, completed in March 2018, has identified three regional scale EM conductor zones and copper-lead-zinc coincident anomalies, each up to 4.5km2 in area and EM conductor zones up to 11km in strike length. In addition to the GWD1 Domal Prospect, the Company has identified a further four potential domal prospects (GWD2, GWD3, Senyetse and Okwa), further increasing the potential for successful copper discoveries on the emerging world class Kalahari Copper Belt. GWD1 Domal, KM1 and KM3 Prospects, GWD3 Domal Prospect, in addition to soil sampling across the GWD2, Virgo and Senyetse interpreted Domal Prospects. We have also defined a maiden exploration program that will include drilling on historically identified advanced targets in Namibia that is expected to commence following requisite environmental approvals being granted. The evolution of understanding in the Kalahari Copper Belt is rapidly increasing and domal prospects have been recognised as the key structural targets for potential economic mineralisation. Kopore agrees with other explorers and resource developers that “Domes” are key strategic regional scale targets, capable of producing potential world class copper-silver deposits. We thank our Shareholders for their continued support. Over the coming months we have plans to step up our exploration programs significantly. Kopore plans to continue drilling its advanced targets, particularly the GRANT FERGUSON MANAGING DIRECTOR 6 KOPORE METALS LIMITED | ANNUAL REPORT 2018 MANAGING DIRECTOR’S REPORT In July 2018, the licence area was expanded into Namibia through the acquisition of a further eight prospecting licenses over an area of 5,705km2 which includes a number of advanced targets. ANNUAL REPORT 2018 | KOPORE METALS LIMITED 7 ANNUAL REPORT 2018 | KOPORE METALS LIMITED 7 DIRECTORS’ REPORTMANAGING DIRECTOR’S REPORT PROJECT ACQUISITION In August 2017, the Company announced that it had entered into agreement to acquire the Kopore Botswana Copper- Silver Project. The Kopore Project Portfolio consisted of eight 100% owned prospecting licences with a total area of 5,161km2 in the western region of the Kalahari Copper Belt. The acquisition of the Kopore Project represented an opportunity to secure a highly prospective portfolio of tenements in a world class copper region that the Company believes will add significant growth potential to Kopore and enhance its profile as an emerging copper explorer. The Company also believes the licence Project represents a dominant ground position with tenements that border MOD Resources (ASX:MOD) tenure, with over 200km of favourable geological horizon identified and confirmed by coincident geophysical and soil anomalies forming immediate exploration targets. Our in-country management team retains a deep knowledge of the Kalahari Copper Belt and are well placed to advance exploration and development of the assets. The Ghanzi West Project has been largely unexplored, with a previous owner conducting a soil sampling programdefining two 10km soil anomalies (GW1 and GW2). Upon acquisition, Kopore engaged South African based NRG Geophysics to complete a 5,032-line kilometre airborne magnetic and EM survey over an approximate area of 1,091.7km² over the GWD1 Domal Prospect, aiming to identify electromagnetic conductors within the D’Kar Formation. The acquisition of the Kopore Project represented an opportunity to secure a highly prospective portfolio of tenements in a world class copper region... Kopore’s technical team also secured a historical airborne magnetic survey raw data file, which has been reprocessed by Perth based Geophysicist Mr Kim Frankcombe. This information has allowed the Company to refine its targeting and demonstrate the presence of the D’Kar Formation at the GWD1 Prospect. The D’Kar Formation is known to host the copper-silver mineralisation across the Kalahari Copper Belt. THE REGION The Kalahari Copper Belt on the north-west border of Botswana and Namibia is a relatively underexplored and emerging world class copper province with total reported Mineral Resources of over 7Mt of contained Copper and 260Moz contained silver1. Kopore Metals is one of the largest licence landholders on the Kalahari Copper Belt) with the Company holding 16 prospecting licences in Botswana totalling 8,658km2. The region has recently undergone an exploration transformation, with discoveries of copper-silver deposits making it an emerging world-class destination for new mines. With global copper supplies coming under pressure from industrial action, falling ore grades and a lack of new mine development, new discoveries across the Kalahari Copper Belt have made the region a global mining focus. 1. http://www.portergeo.com.au/database/mineinfo.asp?mineid=mn1481 8 KOPORE METALS LIMITED | ANNUAL REPORT 2018 MANAGING DIRECTOR’S REPORT Kalahari Copper Belt covering Botswana and Namibian Licences EXPLORATION ACTIVITIES Upon purchase of Kopore’s licence areas, much of exploration activity was focused on rectifying the knowledge gap that existed in this underexplored and geologically misunderstood region. Financial Year 17/18 was focused on developing a new understanding of the lithologies and structures over the licence area. The management team set about putting together a roadmap to not only expand their own understanding, but to challenge the prevailing geological wisdom of the area and forge the Company’s pathway to copper. Through this process the team made great strides, confirmation of the D’Kar Formation, which hosts known copper mineralisation in the region, is much closer to the surface than previously thought, along with success in refining the understanding of potential domal structures, and the overall geology with in the prospecting licence boundaries. The continued reinterpretation of the Company’s prospect licence areas validated the initial geological model established by the management team and will enhance the potential for discovery. Following the project acquisition, the Company completed ground and airborne magnetics, targeting potential EM conductor zones over Ghanzi West (Botswana) GWD1 and GWD2 Copper-Silver domal prospects. The survey covered an area of 1,091.7km2 identifying eight high priority electromagnetic (EM) conductor zones across the GWD1 prospect (KM1 – KM8) and helping to understand anticlinal and synclinal fold axes that form part of the domal structure. According to the most recent Fraser Institute Annual Mining Survey, Botswana and Namibia are ranked #3rd and #6th respectively for investment attractiveness in Africa, in addition to their highly ranked global position.2 2. https://www.fraserinstitute.org/sites/default/files/survey-of-mining-companies-2017.pdf ANNUAL REPORT 2018 | KOPORE METALS LIMITED 9 MANAGING DIRECTOR’S REPORT The Company then completed a soils sampling program at the KM1-KM3 Prospects, identifying multiple copper, lead and zinc soil anomalies of a regional scale. The combined results of the EM airborne and soil sampling programs provided the Company with drill targets for the maiden drill program. Following approval of the Environmental Management Plan over an area of 7,891km2, exploration drilling was commenced at the KM3 prospect. BOTSWANA PROJECTS Ghanzi West The Ghanzi West Project currently comprises nine prospecting licenses over a 6060.2km2 area, approximately 22km south west of Ghanzi and approximately 670km north west of the Republic of Botswana capital city Gaborone. GWD1 Prospect - In Q4 2017, Kopore commenced a detailed field reconnaissance program over the highest ranked exploration target, the GWD1 Domal Prospect. The program included an extensive 1,091 km² airborne magnetic and electromagnetic survey over an identified area, thought to host the potential for the near surface expression of the D’Kar Formation and multiple domal structures. Domal structures have been shown to control economic copper mineralisation elsewhere on the Kalahari Copper Belt. MANAGING DIRECTOR’S REPORT The subsequent identification of out cropping D’Kar Formation at surface, which is known to host copper-silver mineralisation in the region, further enhances the prospectivity of this target and highlights sections of historical geological maps had incorrectly projected this unit to be much deeper. The D’Kar Formation is a regionally significant formation known to host the Zone 5 (Cupric Canyon Capital) and T3 copper-silver (MOD Resources Limited) Projects projected this unit to be much deeper. The D’Kar Formation is a regionally significant formation known to host the Zone 5 along strike from the GWD1 Domal Prospect. This reconnaissance field data along with the recently completed airborne (Cupric Canyon Capital) and T3 copper-silver (MOD Resources Limited) Projects along strike from the GWD1 Domal Prospect. This reconnaissance field data along with the recently completed airborne EM (Figure 1) will form the basis of a continued EM (Figure 1) will form the basis of a continued geological compilation of the region. Beyond favourable geology, recent geological compilation of the region. Beyond favourable geology, recent major copper discoveries on the Kalahari Copper Belt major copper discoveries on the Kalahari Copper Belt have been largely attributed to the utilisation of airborne EM have been largely attributed to the utilisation of airborne EM techniques. In December 2017, the Company undertook an techniques. In December 2017, the Company undertook an extensive airborne EM survey and later announced the extensive airborne EM survey and later announced the presence of eight EM conductor zones (KM1-KM8), which range from 0.2km to 11km in strike length, some at depths of <50m (Figure 2). presence of eight EM conductor zones (KM1-KM8), which range from 0.2km to 11km in strike length, some at depths of <50m (Figure 2). Within the GWD1 Domal Prospect, the KM1, KM2 and KM3 targets have been ranked as the most prospective (see below). Figure 2 - GWD1 Domal Prospect Airborne Survey EM Image (800-850mRL) - Reinterpreted Geology and Figure 2 - GWD1 Domal Prospect Airborne Survey EM Image (800-850mRL) - Reinterpreted Geology and Exploration Prospects Exploration Prospects KM1 Conductor The KM1 target has been ranked as the highest priority EM conductor within the larger GWD1 Prospect area, having been interpreted as a potential anticlinal domal prospect with favourable lithology. The Company has subsequently undertaken a soil sampling program in Q2 2018 and has delineated three regional scale base metal anomalies over an area of 12km 2, coincident with the defined EM anomaly (Figure 3). The Company is planning to commence drilling this prospect in Q3 2018. 10 KOPORE METALS LIMITED | ANNUAL REPORT 2018 Kopore Metals Limited 5 MANAGING DIRECTOR’S REPORT MANAGING DIRECTOR’S REPORT KM1 Target - The KM1 target has been ranked as the highest priority EM conductor within the larger GWD1 Prospect area, having been interpreted as a potential anticlinal domal prospect with favourable lithology. The Company has subsequently undertaken a soil sampling program in Q2 2018 and has delineated three regional scale base metal anomalies over an area of 12km2, coincident with the defined EM anomaly. The Company is planning to commence drilling this prospect in Q3 2018. MANAGING DIRECTOR’S REPORT Figure 3 – GWD1 Domal Prospect - KM1 Prospect Copper in Soils Contour and Zinc in Soils Assays (ppm) KM2 Conductor Figure 3 – GWD1 Domal Prospect - KM1 Prospect Copper in Soils Contour and Zinc in Soils Assays (ppm) GWD1 Domal Prospect - KM1 Prospect Copper in Soils Contour and Zinc in Soils Assays (ppm) KM2 Target - The KM2 target was identified as a potential shallow synclinal trap site. A detailed soil sampling program across the KM2 Prospect area was completed in Q2 2018. The soil program identified one copper-lead-zinc soil anomaly covering an area of 4.5 km2, coincident to the KM2 target airborne EM conductor zone. The Company plans to drill test the KM2 target in Q4 2018. The KM2 target was identified as a potential shallow synclinal trap site. A detailed soil sampling program across the KM2 KM2 Conductor Prospect area was completed in Q2 2018. The soil program identified one copper-lead-zinc soil anomaly covering an area of 4.5 km2, coincident to the KM2 target airborne EM conductor zone (Figure 4). The Company plans to drill test the KM2 target in The KM2 target was identified as a potential shallow synclinal trap site. A detailed soil sampling program across the KM2 Q4 2018. Prospect area was completed in Q2 2018. The soil program identified one copper-lead-zinc soil anomaly covering an area of 4.5 km2, coincident to the KM2 target airborne EM conductor zone (Figure 4). The Company plans to drill test the KM2 target in Q4 2018. GWD1 Domal Prospect - KM2 Prospect Copper in Soils Contour and Zinc in Soils Assays (ppm) Figure 4 - GWD1 Domal Prospect - KM2 Prospect Copper in Soils Contour and Zinc in Soils Assays (ppm) KM3 Conductor Figure 4 - GWD1 Domal Prospect - KM2 Prospect Copper in Soils Contour and Zinc in Soils Assays (ppm) The Company completed the KM3 Prospect soil sampling program in Q2 2018 and delineated three regional scale copper-lead- KM3 Conductor zinc soil anomalies identified over an area of 10km2 and a strike length up to 3.5km, which remains open (Figure 5). The KM3 Prospect soil anomalies overlay a recently identified airborne EM anomaly. The Company is planning to drill test this prospect The Company completed the KM3 Prospect soil sampling program in Q2 2018 and delineated three regional scale copper-lead- in Q3 2018. zinc soil anomalies identified over an area of 10km2 and a strike length up to 3.5km, which remains open (Figure 5). The KM3 Prospect soil anomalies overlay a recently identified airborne EM anomaly. The Company is planning to drill test this prospect in Q3 2018. ANNUAL REPORT 2018 | KOPORE METALS LIMITED 11 Kopore Metals Limited Kopore Metals Limited 6 6 MANAGING DIRECTOR’S REPORT KM3 Target - The Company completed the KM3 Target soil sampling program in Q2 2018 and delineated three regional scale copper-lead-zinc soil anomalies identified over an area of 10km2 and a strike length up to 3.5km, which remains MANAGING DIRECTOR’S REPORT open. The KM3 Prospect soil anomalies overlay a recently identified airborne EM anomaly. The Company is planning to drill test this prospect in Q3 2018. GWD1 Domal Prospect - KM3 Prospect Copper in Soils Contour and Zinc in Soils Assays (ppm) Figure 5 - GWD1 Domal Prospect - KM3 Prospect Copper in Soils Contour and Zinc in Soils Assays (ppm) KM4 – KM8 Target - Four further airborne EM conductor zones on the GWD1 domal structure, to be tested in Q3/Q4 2018. Remaining airborne EM targets up to 10km in strike length. 2. GWD2 DOMAL PROSPECT GWD2 Prospect - The Company has identified a potential partial domal structure at the GWD2 Prospect through the reprocessing of government flown airborne magnetic data which served to guide a maiden soil sampling program The Company has identified a potential partial domal structure at the GWD2 Prospect through the reprocessing of government over a section of the GWD2 Domal Prospect. The soil sampling program subsequently identified several copper and flown airborne magnetic data which served to guide a maiden soil sampling program over a section of the GWD2 Domal zinc soil anomalies at the GWD2 Domal Prospect, which will be followed-up in early 2019 with a more comprehensive Prospect. The soil sampling program subsequently identified several copper and zinc soil anomalies (Figure 6) at the GWD2 geochemical program and potential drill testing. Domal Prospect, which will be followed-up in early 2019 with a more comprehensive geochemical program and potential drill GW3 Prospects - In Q3 2017, Kopore conducted a soil sampling program over the Ghanzi West GWD3 Domal testing. Prospect, with the objective of testing this new area within the central structural corridor, which is along strike from the known mineral resources of Cupric Canyon (US Private) and MOD Resources (ASX:KMT). The initial soil sampling program was planned as a reconnaissance start-up, with a view of expanding the program in the near future. During Q3 2018, the Company intends to conduct a drilling program at the GWD3 Domal Prospect, with the objective of testing the identified soil anomalies and targeting structural features from recent ground reconnaissance programs. Senyetse Prospect Group The Senyetse prospecting licence group (PL128/2013 and 129/2013) is located approximately 65 kilometres to the east-north-east of the Ghanzi West licences on the Kalahari Copper Belt. Historically the licences have seen minimal exploration activity, limited to a soil sampling program utilising a handheld XRF analyser. As the quality control of this program was unable to be cross checked and verified, the Company undertook a confirmatory soil survey program over the S1 copper-zinc anomaly. The results of this confirmatory program confirmed the presence of a copper-zinc soil anomaly and the potential for an interpreted partial domal structure entering the Senyetse licences. A The Senyetse licences are currently undergoing a renewal process, with the anticipated completion in Q3 2018. Upon renewal of the licences, the Company will initiate further detailed ground-based geophysics and soil sampling programs with a view of refining potential drill targets for testing in 2019. B C 12 KOPORE METALS LIMITED | ANNUAL REPORT 2018 Figure 6 - GWD2 Domal Prospect Copper in Soil Anomaly Map Kopore Metals Limited 7 MANAGING DIRECTOR’S REPORT Okwa The Okwa prospecting licence (PL210/2017) is currently undergoing further field reconnaissance and data compilation, including a review of the available historical regional geophysical surveys. The Okwa licence area will undergo further field activities in 2019. Virgo The Virgo prospecting licences, comprising PL135/2017, PL 162/2017, PL163/2017 and PL164/2017, were acquired by Kopore in June 2018. The acquisition of the licences represents a further 757 km² of prospective landholding next to Cupric Canyon’s (US Private) world class Zone 5 and Banana Zone copper-silver Projects. The Company has applied for an environmental management plan (EMP) waiver, to enable it to conduct an initial soil sampling program over two key targets on the Virgo prospecting licences. In the event the EMP waiver is granted, Kopore intends to conduct a soil sampling program in Q4 2018, with the results anticipated in Q1 2019. ENVIRONMENTAL MANAGEMENT PLAN In May 2018, Kopore received confirmation from Botswana’s Department of Environmental Affairs that the Company’s environmental management plan (EMP) submission across its Ghanzi West, Senyetse and Okwa licence areas was approved. The approved EMP provides access across 7,891km2 of Kopore’s Botswana prospecting licence areas, including exploration drilling. METALLUM LEGACY PROJECTS The Company has undertaken an assessment of the Philippine Comval Project and elected to withdraw by way of sale to the JV partner. The Company is currently assessing the appropriate path forward for its Australian Teutonic Projects. CORPORATE On the 8 November 2017, the Company completed the acquisition of Global Exploration Technologies Pty Ltd (GET), issuing a total of 148,750,000 ordinary shares (including advisory shares) and completing a $3 million equity capital raising (before costs), issuing 150,000,000 shares in the Company at an issue price of $0.02 per share. As at 30 June 2018, the Company had 434,151,400 fully paid ordinary shares on issue and 55,000,000 unlisted options, exercisable at $0.06 each on or before 8 November 2020, and a cash balance of $1.5 million. Post the end of the financial year, on 11 July 2018 the Company announced an equity placement to raise $2.67 million (before costs). 106,800,000 shares were subsequently issued at an issue price of $0.025 per share. ANNUAL REPORT 2018 | KOPORE METALS LIMITED 13 DIRECTORS’ REPORT The Directors of Kopore Metals Limited (formerly Metallum Limited) and its subsidiaries (“the Group” or “Consolidated Entity”) submit herewith the financial report of the Company for the financial year ended 30 June 2018. In order to comply with the provisions of the Corporations Act 2001, the Directors report as follows: DIRECTORS The names of the Directors in office at any time during or since the end of the year are: Peter Meagher – Non-Executive Chairman (appointed 2 March 2018) Grant Ferguson – Managing Director (appointed 8 November 2017) Shannon Coates - Non-Executive Director (resigned as Company Secretary 1 December 2017) Tim Goldsmith – Chairman (appointed 8 November 2017, resigned 2 March 2018) Winton Willesee – Chairman (resigned 8 November 2017) Erlyn Dale - Non-Executive Director (resigned 8 November 2017) Unless otherwise stated, the Directors have been in office since the beginning of the financial year to the date of this report. COMPANY SECRETARY Shannon Coates (resigned 1 December 2017) Andrew Metcalfe (appointed 1 December 2017) PRINCIPAL ACTIVITIES The principal activity of the Group during the year was copper/base metals exploration. OPERATING RESULTS The loss of the Group after providing for income tax amounted to $4,727,556 (2017: $131,696). DIVIDENDS PAID OR RECOMMENDED The Directors do not recommend the payment of a dividend and no amount has been paid or declared by way of a dividend to the date of this report (2017: $Nil). REVIEW OF OPERATIONS Control gained over entities, basis of preparation and comparative information Kopore Metals Limited (formerly Metallum Limited) completed the acquisition of Global Exploration Technologies Pty Ltd on 8 November 2017. As a result of the acquisition, the former shareholders of Global Exploration Technologies Pty Ltd effectively obtained control of the combined entity. Accordingly, under the principles of the Australian Accounting Standard AASB 3 Business Combinations, Global Exploration Technologies Pty Ltd was deemed to be the accounting acquirer in this transaction. The acquisition has been accounted for as a reverse acquisition by which Global Exploration Technologies Pty Ltd acquired the net assets and listing status of Kopore Metals Limited. Accordingly, the consolidated financial statements of Kopore Metals Limited have been prepared as a continuation of the business and operations of Global Exploration Technologies Pty Ltd. As the deemed acquirer, Global Exploration Technologies Pty Ltd has accounted for the acquisition of Kopore Metals Limited from 8 November 2017. The comparative information (pcp) for the year ended 30 June 2017 presented in the consolidated financial statements are that of Global Exploration Technologies Pty Ltd. Where necessary, comparative information has been reclassified and repositioned for consistency with current period disclosures. Most of the accounting policies have changed from those of the former Metallum Limited to those of Global Exploration Technologies Pty Ltd. Kopore Metals Limited 14 KOPORE METALS LIMITED | ANNUAL REPORT 2018 11 DIRECTORS’ REPORTDIRECTORS’ REPORT The information contained in the consolidated general purpose financial statements of the Group has been prepared in accordance with the Australian Accounting Standards and Interpretations, and other authoritative pronouncements of the Australian Accounting Standards Board. Compliance with Australian Accounting Standards results in full compliance with the International Financial Reporting (IFRS) as issued by the International Accounting Standards Board (IASB). Operations The acquisition of Global Exploration Technologies Pty Ltd (owner of the Botswana exploration assets) was combined with the raising of $3.0M in new equity capital to fund exploration activities and meet the one-off listing expenses and corporate transaction costs. In addition, new Directors were appointed and former Metallum Directors resigned except for Ms Shannon Coates who remained as a non-executive Director of the Company. Other than lease acquisition costs that have been capitalised on the Statement of Financial Position, $1.233 million in expenses associated with exploration operations in Australia and Africa, the location of the Company’s copper exploration tenements, have been expensed on the Statement of Comprehensive Income. During the year, the Company instigated an airborne magnetic and electromagnetic survey over the Botswana Ghanzi West prospects located on the Kalahari Copper Belt, and subsequent soil sampling, results of which were reported to ASX subsequent to reporting date. In addition, the Company received formal notification from the Department of Environmental Affairs (DEA) of an approved Environmental Management Plan (EMP) over 100% of its 7,891km2 Ghanzi West prospecting licence portfolio. CORPORATE A summary of consolidated revenues and results is set out below: Revenue Loss before income tax expense Income tax (expense)/benefit Loss attributable to members of Kopore Metals Ltd 2018 $ 15,234 2017 $ - (4,727,556) (131,696) - - (4,727,556) (131,696) A significant proportion of the loss attributable to members of Kopore Metals Ltd is associated with a one-off cost of $2.837 million relating to Kopore Metals Limited (formerly Metallum Limited) completing the acquisition of Global Exploration Technologies Pty Ltd on 8 November 2017; and $1.233 million in exploration expenses associated with operations in Australia and Africa. Kopore Metals Limited 12 ANNUAL REPORT 2018 | KOPORE METALS LIMITED 15 DIRECTORS’ REPORTDIRECTORS’ REPORT FINANCIAL POSITION The Group had a total issued capital of 5,755,416 (2017: 120,646) at the end of the reporting period. During the financial year, the Group had a net increase in contributed equity of $5,634,770 (2017: $120,556) net of share issue costs as a result of the acquisition of Global Exploration Technologies Pty Ltd. Refer to Note 11. As at 30 June 2018, the total assets of the Group are $1,779,464 (2017: 13,873) and total liabilities (being trade creditors and provisions) amount to $299,927 (2017: $291,609). The Directors believe the Group is in a strong financial position to pursue its current operations. EVENTS SUBSEQUENT TO REPORTING DATE On 11 July 2018, Kopore Metals was granted eight exclusive prospecting licenses (EPL’s) covering an area of 5,705km 2 on the Kalahari Copper Belt, Republic of Namibia. The newly granted EPL’s are contiguous to Kopore’s existing Ghanzi West prospecting licences and known copper mineralisation. Historical activities on the approved Namibian EPLs provide the Company with additional advanced targets. On 24 July 2018, the Company completed a Placement of 106.8 million new fully paid ordinary shares at $0.025, which represented a 15% discount to the volume weighted average price of the Company’s shares on the ASX over the 15 trading days prior to the date the Placement issue price. The Placement raised $2.67m (before costs). In connection with the Placement the Company will issue, subject to shareholder approval, a total of 30 million unlisted options to Nascent Capital Partners and Ironside Capital (who acted as Joint Lead Managers, ‘JLMs’ to the Placement) or their nominees (Broker Options). The Broker Options are exercisable at a 25% premium to the 10-day VWAP (being $0.029) prior to the Placement. The Company may elect, on 21 days’ notice, for the Broker Options to be exercised if the Company’s twenty (20) day VWAP is at least a 100% premium to the Placement price. No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years. FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES The Company’s strategy is to continue to progress its Botswana, Namibia and Teutonic Projects and seek ways to maximise the value of those assets for shareholders. ENVIRONMENTAL ISSUES The Group is aware of its environmental obligations with regards to its exploration activities and ensures that it complies with all regulations when carrying out any exploration work. The Directors of the Group are not aware of any breach of environmental regulations for the year under review. The Directors have considered the National Greenhouse and Energy Reporting Act 2007 (the NGER Act) which introduces a single national reporting framework for the reporting and dissemination of information about the greenhouse gas emissions, greenhouse gas projects, and energy use and production of corporations. At the current stage of development, the Directors have determined that the NGER Act will have no effect on the Group for the current or subsequent financial year. The Directors will reassess this position as and when the need arises. Kopore Metals Limited 16 KOPORE METALS LIMITED | ANNUAL REPORT 2018 13 DIRECTORS’ REPORTDIRECTORS’ REPORT INFORMATION ON DIRECTORS Peter Meagher Chairman Qualifications: B.Econ. B.Com. CPA Mr Meagher is an accountant, who has worked in corporate advisory roles in stockbroking and merchant banking and as a finance Director, in Australia and overseas. He has been a Director of listed companies over a long period, including listed resources companies involved in exploration for copper, gold and other metals. Grant Ferguson Managing Director Qualifications: BSc (Geology), PGradDip (Mining and Mineral Exploration), Mr Ferguson is a geologist with over 24 years’ experience in all aspects of gold and base metal operations including significant African and country experience. He has experience in exploration, scoping/pre-feasibility/feasibility studies, project development and mining operations with a range of public and private companies. His experience includes precious and base metals, bulk commodities (coal & iron ore) and renewable energy projects across Australia, Africa, Asia, North America, Europe, and the Middle East. Mr Ferguson is a Fellow of the Australian Institute of Geoscientists (AIG), Member of the Australian Institute of Mining and Metallurgy (AusIMM). Shannon Coates Non-Executive Director Qualifications: LLB, Juris, GAICD, ICSA GIA Ms Coates is a qualified lawyer with over 20 years’ experience in corporate law and compliance. Ms Coates is an experienced non-executive Director and Chartered Secretary and is Managing Director of Perth based corporate advisory firm Evolution Corporate Services Pty Ltd, which specialises in the provision of company secretarial and corporate advisory services to ASX listed and private companies. COMPANY SECRETARY Shannon Coates (resigned 1 December 2017) See above. Andrew Metcalfe (appointed 1 December 2017) Qualifications: B. Bus. CPA, FGIA, FCIS, MAICD, Grad. Dip. CorpSecPrac & AppCorpGov Mr Metcalfe is Principal of Accosec & Associates. He has qualifications in finance and corporate governance. He has extensive experience in providing a complete range of compliance, financial and corporate governance services to many ASX listed Companies involved in exploration and mining activities. Andrew provides company secretarial, governance advisory and CFO services to Kopore. Kopore Metals Limited ANNUAL REPORT 2018 | KOPORE METALS LIMITED 17 14 DIRECTORS’ REPORTDIRECTORS’ REPORT DIRECTORSHIPS OF OTHER LISTED COMPANIES Directorships of other listed companies held by Directors in the 3 years immediately before the end of the financial year are as follows: NAME Peter Meagher Grant Ferguson Shannon Coates COMPANY Castillo Copper Ltd (non-executive Chairman) PERIOD OF DIRECTORSHIP 12 Feb 18 - present None N/A Flinders Mines Limited (non-executive director) 20 June 2018 – current Vmoto Ltd (non-executive director) 22 May 14 – current Lemur Resources Ltd (non-executive director) 29 May 14 – 03 Feb 16 Artemis Resources Ltd (non-executive director) 28 Sep 11 – 31 Dec 14 DIRECTORS’ INTERESTS IN SHARES, OPTIONS AND PERFORMANCE RIGHTS As at the date of this report, the following table represents the shares, options and performance rights holdings of the Directors of the Company: Ordinary Shares Options over Ordinary Shares Direct Indirect Direct Indirect Peter Meagher Grant Ferguson Shannon Coates - - 1 1,000,0001 19,466,7172 1,001,6954 - - - - 10,000,0003 1,500,0004 1. 1,000,000 shares held indirectly by Peter Meagher Superfund. Mr Meagher a beneficiary of the trust. 2. Comprising 16,179,302 shares held indirectly by Fehu Capital Pty Ltd. Mr Ferguson’s spouse is a Director of the Company and beneficiary of the trust. 3,287,415 shares held indirectly by The Steele Group. Mr Ferguson is a Director of the Company and a beneficiary of the trust. 3. 10,000,000 options exercisable at $0.06 each on or before 8 November 2020 held indirectly by Fehu Capital Pty Ltd. Mr Ferguson’s spouse is a Director of the Company and beneficiary of the trust. 4. Comprising 1,001,538 shares and1,500,000 options exercisable at $0.06 each on or before 8 November 2020 held indirectly by Mr Simon Kimberley Coates . Simon Coates is Ms Coates’ spouse. Ms Coates is a beneficiary of the Kooyong Trust and 157 shares held by Mr Simon Kimberley Coates and Mrs Shannon Louise Coates . Ms Coates is a trustee and beneficiary of the Sunnyside Super Fund Trust. As at the financial year end, there are no performance rights on issue. Kopore Metals Limited 18 KOPORE METALS LIMITED | ANNUAL REPORT 2018 15 DIRECTORS’ REPORTDIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) The full Board currently fulfils the role of a Remuneration Committee in line with a Remuneration Committee Charter and in accordance with the Company’s adopted remuneration policy. Remuneration Policy This policy governs the operations of the Remuneration Committee. The Committee shall review and reassess the policy at least annually and obtain the approval of the Board. Executive Remuneration The Company’s remuneration policy for Executive Directors and senior management is designed to promote superior performance and long-term commitment to the Company. Executives receive a base remuneration which is market related and may be entitled to performance-based remuneration at the ultimate discretion of the Board. Overall remuneration policies are subject to the discretion of the Board and can be changed to reflect competitive market and business conditions where it is in the interests of the Company and shareholders to do so. Executive remuneration and other terms of employment are reviewed annually by the Remuneration Committee having regard to performance, relevant comparative information and expert advice. The Committee’s reward policy reflects its obligation to align executive’s remuneration with shareholders’ interests and to retain appropriately qualified executive talent for the benefit of the Company. The main principles of the policy are: a) b) c) reward reflects the competitive market in which the Company operates; individual reward should be linked to performance criteria; and executives should be rewarded for both financial and non-financial performance. The total remuneration of executives and other senior managers consists of the following: a) b) salary - Executive Directors and senior managers receive a sum payable monthly in cash; bonus - Executive Directors and nominated senior managers are eligible to participate in a bonus or profit participation plan if deemed appropriate; c) long term incentives - Executive Directors may participate in share option schemes with the prior approval of shareholders. Executives may also participate in employee share option schemes, with any option issues generally being made in accordance with thresholds set in plans approved by shareholders. The Board however, considers it appropriate to retain the flexibility to issue options to executives outside of approved employee option plans in exceptional circumstances; and d) other benefits - Executive Directors and senior managers are eligible to participate in superannuation schemes and other appropriate additional benefits. Remuneration of other executives consists of the following: a) b) c) salary - senior executives receive a sum payable monthly in cash; bonus - each executive is eligible to participate in a bonus or profit participation plan if deemed appropriate; long term incentives - each senior executive may, where appropriate, participate in share option schemes which have been approved by shareholders; and d) other benefits – senior executives are eligible to participate in superannuation schemes and other appropriate additional benefits. Kopore Metals Limited ANNUAL REPORT 2018 | KOPORE METALS LIMITED 19 16 DIRECTORS’ REPORTDIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) (Continued) Non-Executive Remuneration Shareholders approve the maximum aggregate remuneration for Non-Executive Directors. The full Board recommends the actual payments to Directors and the Board is responsible for ratifying any recommendations, if appropriate. The maximum aggregate remuneration approved for Non-Executive Directors is currently $300,000. It is recognised that Non-Executive Directors’ remuneration is ideally structured to exclude equity-based remuneration. However, whilst the Company remains small and the full Board, including the Non-Executive Directors, are included in the operations of the Company more closely than may be the case with larger companies, the Non-Executive Directors are entitled to participate in equity-based remuneration schemes subject to shareholder approval. All Directors are entitled to have their indemnity insurance paid by the Company. Bonus or Profit Participation Plan Performance incentives may be offered to Executive Directors and senior management of the Company through the operation of a bonus or profit participation plan at the ultimate discretion of the Board. Voting and comments made at the Company's 2017 Annual General Meeting (“AGM”) At the 2017 AGM, the remuneration report for the year ended 30 June 2017 was approved unanimously. The Company did not receive any specific feedback at the AGM regarding its remuneration practices. Additional information The losses of the consolidated entity for the three years to 30 June 2018 are summarised below: Sales revenue EBITDA EBIT Loss after income tax 2018 $ 2017* $ 2016* $ - (4,725,945) (4,725,945) (4,727,556) - (131,696) (131,696) (131,696) - (5,033) (5,033) (5,033) The factors that are considered to affect total shareholders return (TSR) are summarised below: Share price at financial year end ($) Total dividends declared (cents per share) Basic loss per share (cents per share) 2018* 0.03 - 1.70 2017* 2016* N/A - N/A N/A - N/A * 30 June 2017 and 30 June 2016 financial information is that of Global Exploration Technologies Pty Ltd as a result of the reverse acquisition accounting. The two years prior to 30 June 2018 are deemed not to be relevant for comparison as the reverse acquisition occurred during the year ended 30 June 2018 and therefore the consolidated entity was engaged in a different scope of business operations prior to this. Kopore Metals Limited 20 KOPORE METALS LIMITED | ANNUAL REPORT 2018 17 DIRECTORS’ REPORTDIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) (Continued) Details of Remuneration for Year Ended 30 June 2018 The remuneration entitlements for each member of the key management personnel of the Group during the year was as follows: 2018 Peter Meagher1 Grant Ferguson2 Shannon Coates Tim Goldsmith3 Winton Willesee4 Erlyn Dale4 Short-term Benefits Cash profit share Non-cash benefit Other $ - - - - - - - $ - - - - - - - $ - - - - - - - Post- Employ- ment Benefits Super- annuation $ 1,874 - - - - - 1,874 Salaries, fees & leave $ 19,726 189,960 30,000 20,000 41,333 10,667 311,686 Long-term Benefits Share based Payment Total Fixed remune ration Short-term incentive Long-term incentive Other Shares Options $ - - - - - - - $ - 244,500 22,500 93,000 22,500 - 382,500 $ - - - - - - - $ 21,600 434,460 52,500 113,000 63,833 10,667 696,060 % - 44 57 18 65 100 % - - - - - - % - 56 43 82 35 - 1. Appointed 2 March 2018 2. Appointed 8 November 2017 – equity issued in relation to Kopore Metals Limited (formerly Metallum Limited) completing the acquisition of Global Exploration Technologies Pty Ltd on 8 November 2017. 3. Appointed 8 November 2017, resigned 2 March 2018. 4. Resigned 8 November 2017. The remuneration of the key management personnel was for the legal parent, Kopore Metals Limited (formerly Metallum Limited) for the year ended 30 June 2018. 2017 Short-term Benefits Post- Employ- ment Benefits Super- annuation Long-term Benefits Share based Payment Total Fixed remunerati on Short-term incentive Long-term incentive Other Shares Options Cash profit share Non-cash benefit Other $ - - - - $ - - - - $ - - - - $ - - - - $ - - - - $ - - - - $ - - - - $ 60,000 30,000 30,000 120,000 % - - - % - - - % - - - Salaries, fees & leave $ 60,000 30,000 30,000 120,000 Winton Willesee Shannon Coates1 Erlyn Dale 1. Evolution Corporate Services Pty Ltd, an entity related to Ms Coates, received $60,000 in fees relating to company secretarial services for the year ended 30 June 2017. The remuneration of the key management personnel was for the legal parent, Kopore Metals Limited (formerly Metallum Limited) for the year ended 30 June 2017. Kopore Metals Limited ANNUAL REPORT 2018 | KOPORE METALS LIMITED 21 18 DIRECTORS’ REPORTDIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) (Continued) Additional disclosures relating to key management personnel Shareholding The number of shares in the Company held during the financial year by each Director and other members of key management personnel of the Consolidated Entity, including their personally related parties, is set out below: 30 June 2018 Number of shares held by key management personnel Key Management Personnel Peter Meagher Grant Ferguson Shannon Coates Tim Goldsmith Winton Willesee Erlyn Dale Balance at 30.6.2017 Received as Compensation Options Exercised - - 1,001,696 - 3,150,000 - - 600,000 9,426,389 1,000,000 - - 11,428,085 3,750,000 Net Change Other - 137,415i - - 2,720,000i - Balance on Appointment Balance on Resignation Balance 30.6.2018 1,000,000 16,179,302ii 9,187,581 - - - 1,000,000 - (9,787,581)iii (12,146,389) (1,000,000) 19,466,717 1,001,696 - - - 2,857,415 26,366,883 (22,933,970) 21,468,413 - - - - - - - i. On-market purchase made on arms-length terms. ii. Represents equity issued on the acquisition of Global Exploration Technologies Pty Ltd by Kopore Metals Limited (formerly MetallumLimited) on 8 November 2017. iii. Mr Goldsmith was appointed on 8 November 2017 and had 9,787,581 options during the year. He resigned 2 March 2018 and had 9,787,581 options upon resignation. Option holding The number of options over ordinary shares in the Company held during the financial year by each Director and other members of key management personnel of the Consolidated Entity, including their personally related parties, is set out below: 30 June 2018 Number of options held by key management personnel Key Management Personnel Peter Meagher Grant Ferguson Shannon Coates Tim Goldsmith Winton Willesee Erlyn Dale Balance 30.6.2017 Granted as compensation Options Exercised/ lapsed Net Change Other - - - - - 10,000,000i 1,500,000 5,000,000 - - - - 6,250 1,500,000 (6,250) - - - 6,250 18,000,000 (6,250) - - - - - - - Balance on Appoint- ment - - - - - - - Balance on Resign- ation Balance 30.6.2018 Total Exercisa-ble Total 30.6.2018 - - - - - - 10,000,000 10,000,000 10,000,000 1,500,000 1,500,000 1,500,000 (5,000,000) (1,500,000) - (6,500,000) - - - - - - - - - 11,500,000 11,500,000 11,500,000 i. Represents equity issued on the acquisition of Global Exploration Technologies Pty Ltd by Kopore Metals Limited (formerly Metallum Limited) on 8 November 2017. Kopore Metals Limited 22 KOPORE METALS LIMITED | ANNUAL REPORT 2018 19 DIRECTORS’ REPORTDIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) (Continued) Other transactions with key management personnel and their related parties i) Receivable from and payable to related parties are as follows: The following balances are outstanding at the reporting date in relation to transactions with related parties: Director’s fee payable to The Steele Group1 30 June 2018 30 June 2017 $ 20,625 20,625 $ - - 1. Grant Ferguson is a Director of The Steele Group which has a Contract Employment Services Agreement with the Company. ii) Transactions with key management personnel and their related parties Evolution Corporate Services Pty Ltd, a company associated with Shannon Coates, was paid $40,000 for the provision of company secretarial services in accordance with a service agreement. There were no other transactions with key management personnel or their related parties during the year ended 30 June 2018 (2017: nil). iii) Loan with key management personnel and their related parties During the year ended 30 June 2018, Atacama Holdings Pty Ltd, an entity related to the director, Winton Willesee, repaid a loan of $38,893 of which $32,500 is the principal and $6,393 is the interest amount. The following balances are outstanding at the reporting date in relation to loans with key management personnel and their related parties: Loan payable to The Elanwi Trust (related entity of David Reeves) 1 30 June 2018 30 June 2017 $ - $ 273,665 1. David Reeves was a director of Global Exploration Technologies Pty Ltd as of 30 June 2017. 30 June 2017 balance is that of Global Exploration Technologies Pty Ltd as a result of the reverse acquisition accounting. There were no other loans with key management personnel or their related parties. Kopore Metals Limited ANNUAL REPORT 2018 | KOPORE METALS LIMITED 23 20 DIRECTORS’ REPORTDIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) (Continued) Options issued as part of remuneration During the year, 18,000,000 options exercisable at $0.06 on or before 8 November 2020 were granted to key management personnel of the Company as remuneration (2017: nil). Key Management Personnel Number Options Granted During The Year Grant Date Fair Value per Option Expiry Date Exercise Price per Option Number Options Vested During The Year Grant Ferguson 10,000,000 31-10-2017 $0.015 $0.06 08-11-2020 10,000,000 Shannon Coates 1,500,000 31-10-2017 $0.015 $0.06 08-11-2020 1,500,000 Tim Goldsmith 5,000,000 31-10-2017 $0.015 $0.06 08-11-2020 5,000,000 Winton Willesee 1,500,000 31-10-2017 $0.015 $0.06 08-11-2020 1,500,000 Shares issued as part of remuneration During the year, 3,750,000 shares were granted to key management personnel of the Company as remuneration (2017: nil). Key Management Personnel Grant Date Shares Issue price $ Grant Ferguson Tim Goldsmith 31-10-2017 31-10-2017 3,150,000 600,000 $0.03 $0.03 94,500 18,000 SERVICE CONTRACTS OF KEY MANAGEMENT PERSONNEL The Company’s Managing Director, Grant Ferguson, is the only member of Key Management Personnel employed on a full- time basis. His terms are formalised in a service agreement, a summary of which is set out below. Name Contract Duration Termination Notice Termination period by Company Notice Period by Grant Ferguson (appointed 8 November 2017) 3 years from appointment 6 months Non-Executive Directors All non-executive Directors were appointed by a letter of appointment. Executive 3 months *** END OF REMUNERATION REPORT *** Kopore Metals Limited 24 KOPORE METALS LIMITED | ANNUAL REPORT 2018 21 DIRECTORS’ REPORTDIRECTORS’ REPORT MEETINGS OF DIRECTORS During the year, the following meetings of Directors were held. Attendances by each Director during the financial year were as follows: Directors Peter Meagher Grant Ferguson Shannon Coates Tim Goldsmith Winton Willesee Erlyn Dale Directors’ Meetings Number eligible to attend* 2 Number Attended 2 3 4 1 1 1 3 4 1 1 1 *Number of meetings entitled to attend includes change in management as of 8 November 2017. The full Board fulfils the role of Remuneration, Nomination and Audit and Risk Committees. INDEMNIFYING OFFICERS In accordance with the Constitution, except as may be prohibited by the Corporations Act 2001, every Officer of the Company shall be indemnified out of the property of the Company against any liability incurred by him in his capacity as officer or agent of the Company or any related corporation in respect of any act or omission whatsoever and howsoever occurring or in defending any proceedings, whether civil or criminal. During the financial year, the Company paid a premium in respect of a contract insuring the Directors of the Company, the Company Secretary and all executive officers of the Company and of any related body corporate against a liability incurred as such a Director, secretary or executive officer to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. SHARES As at the date of this report, there are 542,576,400 fully paid ordinary shares on issue. OPTIONS At the date of this report, there are 55,007,500 unissued ordinary shares of the Company under option as follows: Unlisted Options Class R Unlisted Options Date of Expiry Exercise Price Number 9 March 2019 8 November 2020 $7.60 $0.06 7,500 55,000,000 During the financial year to 30 June 2018, the following Options lapsed unexercised: • 37,501 Class S options exercisable at $6.00 each on or before 15 July 2017; • 222,223 Class U options exercisable at $6.00 each on or before 30 July 2017; • 25,000 Class O options exercisable at $14.80 each on or before 19 October 2017; • 34,500 options exercisable at $7.44 each on or before 17 November 2017; Since 1 July 2018 and to the date of this report, a further 21,750 Class V options exercisable at $2.92 each on or before 16 July 2018, expired unexercised. Option holders do not have any rights to participate in new issues of shares or other interests in the Company or any other entity. Kopore Metals Limited ANNUAL REPORT 2018 | KOPORE METALS LIMITED 25 22 DIRECTORS’ REPORTDIRECTORS’ REPORT SHARES ISSUED ON EXERCISE OF OPTIONS Nil shares (2017: 50,000) have been issued as a result of the exercise of options during or since the end of the financial year. PERFORMANCE RIGHTS As at the date of this report, there are no Performance Rights on issue. PROCEEDINGS ON BEHALF OF COMPANY No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of these proceedings. The Company was not a party to any such proceedings during the year. INDEMNITY AND INSURANCE OF AUDITOR The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor. During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity. DEEDS OF INDEMNITY The Company has entered into Deeds of Indemnity and Access with each of its Directors. Pursuant to the Deeds, the Company will indemnify each Director to the extent permitted by the Corporations Act against any liability arising as a result of the Director acting as an officer of the Company. The Company will be required under the Deeds to maintain insurance policies for the benefit of the relevant Director for the term of the appointment and for a period of 7 years after the relevant Director’s retirement or resignation. During the financial year, the Company paid a premium in respect of a contract insuring the Directors of the Company, the Company Secretary and all executive officers of the Company and of any related body corporate against a liability incurred as such a Director, secretary or executive officer to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. NON-AUDIT SERVICES The Board of Directors is satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the services as disclosed in note 3 to the financial statements did not compromise the external auditor’s independence for the following reasons: • • all non-audit services are reviewed and approved by the full Board prior to commencement to ensure they do not adversely affect the integrity and objectivity of the auditor; and the nature of the services provided do not compromise the general principles relating to auditor independence in accordance with APES 110: Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board. Kopore Metals Limited 26 KOPORE METALS LIMITED | ANNUAL REPORT 2018 23 DIRECTORS’ REPORTDIRECTORS’ REPORT AUDITOR’S INDEPENDENCE DECLARATION The lead auditor’s independence declaration for the year ended 30 June 2018 has been received and is included within the financial report. Signed in accordance with a resolution of the Board of Directors. PETER MEAGHER Chairman DATED this 25th day of September 2018 Kopore Metals Limited ANNUAL REPORT 2018 | KOPORE METALS LIMITED 27 24 AUDITOR’S INDEPENDENCE DECLARATIONAUDITOR’S INDEPENDENCE DECLARATION AUDITOR’S INDEPENDENCE DECLARATION As lead auditor for the audit of the financial report of Kopore Metals Limited for the year ended 30 June 2018, I declare that, to the best of my knowledge and belief, there have been no contraventions of: (i) (ii) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and any applicable code of professional conduct in relation to the audit. RSM AUSTRALIA PARTNERS Perth, WA Dated: 25 September 2018 TUTU PHONG Partner 28 KOPORE METALS LIMITED | ANNUAL REPORT 2018 STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2018 Note Consolidated 2018 $ Consolidated 2017 $ Interest income Administrative expenses Compliance and regulatory expenses Consultancy and legal expenses Depreciation Employee benefits expense Exploration expense Equity based payments Other expenses Other financial fees Unrealised (gain)/loss on foreign exchange Non-recurring items relating to acquisition Loss before income tax expense from continuing operations Income tax expense 26 4 Net loss after income tax Net loss after income tax for the year Other comprehensive income, net of income tax: Items that may be reclassified to profit or loss: Exchange differences on translation of foreign operations Total comprehensive loss for the year (net of tax) Total comprehensive loss attributable to: Owners of Kopore Limited 15,234 (15,937) (183,076) (144,741) (1,611) (223,560) (1,232,844) - (106,900) (3,121) 5,967 (2,836,967) (4,727,556) - (4,727,556) (4,727,556) - - (5,249) (5,674) - - - (120,600) (173) - - - (131,696) - (131,696) (131,696) (1,866) (4,729,422) - (131,696) (4,729,422) (131,696) Loss per share Basic loss per share (cents) Diluted loss per share (cents) 5 5 (1.70) (1.70) (2.05) (2.05) The accompanying notes form part of these financial statements. Kopore Metals Limited 26 ANNUAL REPORT 2018 | KOPORE METALS LIMITED 29 STATEMENT OF COMPREHENSIVE INCOMEFOR THE YEAR ENDED 30 JUNE 2018STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2018 CURRENT ASSETS Cash and cash equivalents Trade and other receivables TOTAL CURRENT ASSETS NON-CURRENT ASSETS Plant and equipment Exploration assets TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Borrowings TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses Equity attributable to the owners of Kopore Limited Non-Controlling Interest TOTAL EQUITY Note Consolidated 2018 $ Consolidated 2017 $ 6 7 8 9 10a 10b 11 14 15 1,508,169 134,528 1,642,697 30,824 105,943 136,767 1,779,464 299,927 - 299,927 1,479,537 5,755,416 823,134 (5,125,938) 1,452,612 26,925 1,479,537 444 - 444 - 13,429 13,429 13,873 16,415 275,194 291,609 (277,736) 120,646 (258,621) (139,761) (277,736) - (277,736) The accompanying notes form part of these financial statements. Kopore Metals Limited 30 KOPORE METALS LIMITED | ANNUAL REPORT 2018 27 STATEMENT OF FINANCIAL POSITIONAS AT 30 JUNE 2018 STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2018 Note Consolidated 2018 $ Consolidated 2017 $ CASH FLOWS FROM OPERATING ACTIVITIES Interest revenue Payments to suppliers and employees Net cash used in operating activities 16 CASH FLOWS FROM INVESTING ACTIVITIES Payments for exploration and evaluation (expensed) Payments for acquisition of plant and equipment Cash obtained from acquisition of subsidiary Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of equities Proceeds from borrowings Repayment of borrowings Capital raising costs Net cash provided by financing activities Net increase/(decrease) in cash held Effect of foreign exchange movement on cash Cash and cash equivalents at the beginning of the financial year 15,234 (807,732) (792,498) (1,033,062) (31,967) 319,690 (745,339) 3,475,084 41,893 (251,661) (229,096) 3,036,220 1,498,383 9,342 444 Cash and cash equivalents at the end of the financial year 6 1,508,169 - (1,097) (1,097) (6,654) - - (6,654) - 77,145 (74,248) - 2,897 (4,854) - 5,298 444 The accompanying notes form part of these financial statements. Kopore Metals Limited 28 ANNUAL REPORT 2018 | KOPORE METALS LIMITED 31 STATEMENT OF CASH FLOWSFOR THE YEAR ENDED 30 JUNE 2018Note Issued Capital $ 120,646 Reserves $ Accumulated Losses $ Non-controlling Interest $ (258,621) (139,761) - (4,727,556) (1,866) - (1,866) (4,727,556) STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2018 Consolidated Balance at 1 July 2017 Loss for the year Other comprehensive income Total comprehensive loss for the year Transactions with owners in their capacity as owners: Shares issued in capital raising (placement at $8.04 per share) Shares issued for repayment of borrowings) Acquisition of subsidiary Share-based payments – Directors and advisors shares Share-based payments – Directors and advisors’ options Shares issued for Virgo licences Shares issued in capital raising (placement at $0.02 per share) Share issue costs – share-based payments Share issue costs – cash-based Cancellation of shares bought back 14 11 25 21 21 21 11 21 Consolidated Balance at 1 July 2016 Loss for the year Other comprehensive income 14 Total comprehensive loss for the year Transactions with owners in their capacity as owners: Share based payments Share buy-back - - - 475,084 25,004 2,708,028 337,500 68,250 3,000,000 (750,000) (229,096) - 90 - - - - - - - - - - - - 825,000 - 258,621 - (258,621) - - - - - - - - - - - - (8,065) (131,696) - (131,696) - - 11 120,600 (44) (258,621) Balance at 30 June 2017 120,646 (258,621) (139,761) The accompanying notes form part of these financial statements. Kopore Metals Limited 29 32 KOPORE METALS LIMITED | ANNUAL REPORT 2018 Issued Capital $ Reserves $ Accumulated Losses $ Non-controlling Interest $ Note Total Equity $ (277,736) (4,727,556) (1,866) (4,729,422) 475,084 25,004 26,925 - 2,734,953 337,500 - - - - - - 825,000 68,250 3,000,000 (750,000) (229,096) - Total Equity $ (7,975) (131,696) - (131,696) 120,600 (258,665) (277,736) - - - - - - - - - - - - - Balance at 30 June 2018 5,755,416 823,134 (5,125,938) 26,925 1,479,537 STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED 30 JUNE 2018NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES This financial report includes the financial statements and notes of Kopore Metals Limited (formerly Metallum Limited) and controlled entities (“Consolidated Entity” or the “Group”). The separate financial statements and notes of Kopore Metals Limited as an individual parent entity (“Company”) have not been presented within this financial report as permitted by the Corporations Act 2001. The financial report was authorised for issue on 25th September 2018 by the Directors of the Company. Basis of Preparation The financial report is a general-purpose financial report that has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board (“AASB”) and the Corporations Act 2001. The financial report covers Kopore Metals Limited and its subsidiaries and has been prepared in Australian dollars. Kopore Metals Limited is a listed public Company, incorporated and domiciled in Australia. Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions to which they apply. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards. Material accounting policies adopted in the preparation of this financial report are presented below. They have been consistently applied unless otherwise stated. The financial report has been prepared on an accruals basis and is based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. Parent entity information In accordance with the Corporations Act 2001, these financial statements present the results of the Consolidated Entity only. Supplementary information about the parent entity is disclosed in Note 18. a) Principles of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Kopore Metals Limited as at 30 June 2018 and the results of all subsidiaries for the year then ended. Subsidiaries are all those entities over which the Company has control. The Company controls an entity when they are exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the 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. Intercompany transactions, balances and unrealised gains on transactions between entities in the Consolidated Entity 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 Consolidated Entity. Kopore Metals Limited 30 ANNUAL REPORT 2018 | KOPORE METALS LIMITED 33 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2018NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 1 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent. Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of comprehensive income, statement of financial position and statement of changes in equity. Losses incurred by the Consolidated Entity are attributed to the non-controlling interest in full, even if that results in a deficit balance. Where the Company loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non- controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The Company recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss. Acquisition accounting On 8 November 2017, Kopore Metals Limited (Kopore) acquired Global Exploration Technologies Pty Ltd (GET) pursuant to the Heads of Agreement (Agreement). Under the terms of the Agreement, Kopore issued 137,500,000 fully paid ordinary shares to the Vendors of GET at a deemed price of $0.02 per share, resulting in Kopore as the legal acquirer and GET as the legal acquiree. Under AASB 3 Business Combinations, the acquisition does not meet the definition of a business combination as the activities of GET at the date of acquisition did not represent a business. The transaction has therefore been accounted for using the principles of reverse acquisition accounting by analogy. As such, the consolidated financial statements represent a continuation of the financial statements of GET and reflect a full financial year of GETs results and Kopore results from the date of acquisition, being 8 November 2017. The comparative period information presented is of GET and its controlled entities only, unless otherwise stated. Refer Note 25 for further details. b) Adoption of new and revised standards In the year ended 30 June 2018, the Group has reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to its operations and effective for the current annual reporting period. The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the Group. Kopore Metals Limited 31 34 KOPORE METALS LIMITED | ANNUAL REPORT 2018 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2018NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 1 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued) c) Impairment of assets At each reporting date, the Company assesses whether there is objective evidence that a financial instrument has been impaired. In the case of available-for-sale financial instruments, a prolonged or significant decline in the value of the instrument is considered to determine whether impairment has arisen. Impairment losses are recognised in the statement of comprehensive income. i. Financial assets carried at amortised cost If there is objective evidence that an impairment loss on loans and receivables carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate (i.e. the effective interest rate computed at initial recognition). The carrying amount of the asset is reduced either directly or through use of an allowance account. The amount of the loss is recognised in profit or loss. The Group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, and individually or collectively for financial assets that are not individually significant. If it is determined that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, the asset is included in a group of financial assets with similar credit risk characteristics and that group of financial assets is collectively assessed for impairment. Assets that are individually assessed for impairment and for which an impairment loss is or continues to be recognised are not included in a collective assessment of impairment. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed. Any subsequent reversal of an impairment loss is recognised in profit or loss, to the extent that the carrying value of the asset does not exceed its amortised cost at the reversal date. ii. Financial assets carried at cost If there is objective evidence that an impairment loss has been incurred on an unquoted equity instrument that is not carried at fair value (because its fair value cannot be reliably measured), or on a derivative asset that is linked to and must be settled by delivery of such an unquoted equity instrument, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the current market rate of return for a similar financial asset. Kopore Metals Limited 32 ANNUAL REPORT 2018 | KOPORE METALS LIMITED 35 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2018NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 1 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued) c) Impairment of assets (continued) iii. Available-for-sale investments If there is objective evidence that an available-for-sale investment is impaired, an amount comprising the difference between its cost (net of any principal repayment and amortisation) and its current fair value, less any impairment loss previously recognised in profit or loss, is transferred from equity to the statement of comprehensive income. Reversals of impairment losses for equity instruments classified as available-for-sale are not recognised in profit. Reversals of impairment losses for debt instruments are reversed through profit or loss if the increase in an instrument's fair value can be objectively related to an event occurring after the impairment loss was recognised in profit or loss. iv. Impairment of tangible and intangible assets other than goodwill The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets and the asset's value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount. 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 asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation decrease). An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at 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. Kopore Metals Limited 33 36 KOPORE METALS LIMITED | ANNUAL REPORT 2018 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2018NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 1 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued) d) Critical accounting judgements, estimates and assumptions The Directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Company. Deferred exploration and evaluation expenditure Significant management judgments involved in assessing the accounting treatment of these expenditures include: • determination of whether the exploration and evaluation expenditures can be associated with finding specific mineral resources, and the basis on which that expenditure is allocated to an area of interest; and • assessing whether any indicators of impairment are present, and if so, judgments applied to determine and quantify any impairment loss. Share-based payment transactions The consolidated entity measures the cost of equity-settled transactions with employees, key management personnel and consultants by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using the Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. e) Foreign currency translation Both the functional and presentation currency of Kopore Metals Limited and its Australian subsidiaries is Australian dollars. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates ruling at the date of the transaction. Assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance date. The exchange differences arising on the translation are taken directly to a separate component of equity, being recognised in the foreign currency translation reserve. The functional currency of the foreign subsidiaries, Marlin Mining Corporation, and MNE Philippine Realty, Inc. is Philippines peso, “Php”. Alvis-Crest Holdings (Pty) Ltd is Botswana Pula, “BWP”. Trans-Kalahari Copper Namibia (Pty) Ltd is Namibian dollar, “NAD”. Ashmead Holdings (Pty) Ltd and Icon-Trading Company (Pty) Ltd is Australian dollar, “AUD”. On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating to that particular foreign operation is recognised in profit or loss. In addition, in relation to the partial disposal of a subsidiary that does not result in the Group losing control over a subsidiary, the proportionate share of accumulated exchange differences are re-attributed to non-controlling interests and are not recognised in profit or loss. For all other partial disposals (i.e. partial disposals of associates or jointly controlled entities that do not result in the Group losing significant influence or joint control), the proportionate share of the accumulated exchange differences is reclassified to profit or loss. f) Dividends Dividends are recognised when declared during the financial year and no longer at the discretion of the Company. Kopore Metals Limited 34 ANNUAL REPORT 2018 | KOPORE METALS LIMITED 37 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2018 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 2. KEY MANAGEMENT PERSONNEL DISCLOSURES Key management personnel Remuneration Report section of the Directors’ Report. remuneration has been included in the Short-term employee benefits Post-employment benefits Share-based payments Consolidated 2018 $ 2017 $ 311,686 1,874 382,500 696,060 120,000 - - 120,000 The aggregate compensation made to Directors and other key management personnel of the Group is set out above. For further details refer to the Remuneration Report. NOTE 3. AUDITOR’S REMUNERATION Remuneration of the auditor, Pitcher Partners, for: - audit or review of the financial report Remuneration of the auditor, RSM Australia Partners, for: - audit or review of the financial report - tax services NOTE 4. INCOME TAX Net loss before income tax expense Prima facie tax calculated at 27.5% (2017: 30%) Non-deductible expenses - ASX listing expenses Non- deductible expenses - other Temporary differences not brought to account Tax losses carried forward Income tax expense Kopore Metals Limited 35 38 KOPORE METALS LIMITED | ANNUAL REPORT 2018 Consolidated 2018 $ 2017 $ - 5,000 40,500 8,800 49,300 - - 5,000 Consolidated 2018 $ 2017 $ (4,727,556) (131,696) (1,300,078) 625,478 113,438 58,796 502,366 - (39,509) - 36,180 1,500 1,829 - NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2018NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 4. INCOME TAX (continued) Unrecognised deferred tax assets: Deductible temporary differences Tax losses 60,296 504,195 564,491 1,500 1,829 3,329 Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance date. i. ii. iii. the Group derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the loss and exploration expenditure to be realised; the Group satisfies conditions for deductibility imposed by tax law; and no changes in tax legislation adversely affect the Group from realising the benefit from the losses. Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance date. Deferred income tax is provided on all temporary differences at the statement of financial position date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. 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 unused tax credits and unused tax losses can be utilised, except: • when 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; or • when the deductible temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised. The carrying amount of deferred income tax assets is reviewed at each balance 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 utilised. Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. 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 balance date. Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss. Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority. Kopore Metals Limited 36 ANNUAL REPORT 2018 | KOPORE METALS LIMITED 39 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2018NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 4. INCOME TAX (continued) Other taxes The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position. Cash flows are included in the Statement of Cash Flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. NOTE 5. LOSS PER SHARE a) Reconciliation of earnings to profit or loss Loss after income tax Loss used to calculate basic and dilutive EPS a) Weighted average number of ordinary shares outstanding during the year used in calculating basic and dilutive EPS Consolidated 2018 $ (4,727,556) (4,727,556) 2017 $ (131,696) (131,696) Number of Shares Number of Shares 278,409,578 2,857 Basic earnings per share is calculated as net profit or loss attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element. Diluted earnings per share is calculated as net profit or loss attributable to members of the parent, adjusted for: • • costs of servicing equity (other than dividends) and preference share dividends; the after-tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and • other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element. Kopore Metals Limited 37 40 KOPORE METALS LIMITED | ANNUAL REPORT 2018 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2018NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 6. CASH AND CASH EQUIVALENTS Consolidated 2018 $ 2017 $ Cash at bank and in hand 1,508,169 444 $20,000 of the cash at bank and in hand balance relates to security held against credit cards for the Group. Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts. Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between one and three months, depending on the immediate cash requirements of the Company, and earn interest at the respective short-term deposit rates. NOTE 7. OTHER RECEIVABLES Current GST/VAT receivable Prepayments Consolidated 2018 $ 105,964 28,564 134,528 2017 $ - - - Terms and conditions relating to the above financial instruments: • • Other receivables are non-interest bearing and generally receivable within 30 days. Due to the short-term nature of these receivables, their carrying value is assumed to approximate their fair value. Trade receivables are measured on initial recognition at fair value and are subsequently measured at amortised cost using the effective interest rate method, less provision for impairment. Trade receivables are generally due for settlement within periods ranging from 15 days to 30 days. Impairment of trade receivables is continually reviewed and those that are considered to be uncollectible are written off by reducing the carrying amount directly. An allowance account is used when there is objective evidence that the Group will not be able to collect all amounts due according to the original contractual terms. Factors considered by the Group in making this determination include known significant financial difficulties of the debtor, review of financial information and significant delinquency in making contractual payments to the Group. The impairment allowance is set equal to the difference between the carrying amount of the receivable and the present value of estimated future cash flows, discounted at the original effective interest rate. Where receivables are short-term discounting is not applied in determining the allowance. The amount of the impairment loss is recognised in the statement of comprehensive income within other expenses. When a trade receivable for which an impairment allowance had been recognised becomes uncollectible in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other expenses in the statement of profit or loss and other comprehensive income. Kopore Metals Limited 38 ANNUAL REPORT 2018 | KOPORE METALS LIMITED 41 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2018NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 8. PLANT AND EQUIPMENT (a) Carrying amounts Furniture and Fittings – at cost Accumulated depreciation Computer Equipment – at cost Accumulated depreciation Motor vehicles – at cost Accumulated depreciation Carrying amount at 30 June Consolidated 2018 $ 2017 $ 434 (45) 389 5,109 (145) 4,964 26,858 (1,387) 25,471 30,824 - - - - - - - - - - (b) Movements in carrying amounts Movements in the carrying amounts of each class of assets between the beginning and the end of the year: 2018 year Balance at 1 July 2017 net of accumulated depreciation Additions Disposals Foreign exchange differences Depreciation Balance at 30 June Furniture & Fittings $ Computer Equipment $ Motor vehicles $ Total $ - 434 - - (45) 389 - - - 5,109 26,858 32,401 - - (145) 4,964 - 34 (1,421) 25,471 - 34 (1,611) 30,824 During the year, total depreciation consisted of $1,611 (2017: nil) being charged to the profit or loss. Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is calculated over the estimated useful life of the assets as follows: Furniture and fittings – 5 years (straight-line) Computer equipment – 3 years (straight-line) Motor vehicles – 5 years (straight-line) The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each financial year end. Kopore Metals Limited 39 42 KOPORE METALS LIMITED | ANNUAL REPORT 2018 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2018NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 8. PLANT AND EQUIPMENT (Continued) For an asset that does not generate largely independent cash inflows, recoverable amount is determined for the cash- generating unit to which the asset belongs, unless the asset's value in use can be estimated to be close to its fair value. An impairment exists when the carrying value of an asset or cash-generating units exceeds its estimated recoverable amount. The asset or cash-generating unit is then written down to its recoverable amount with the impairment loss recognised in the statement of profit or loss and other comprehensive income. Derecognition and disposal An item of plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognised. NOTE 9. EXPLORATION AND EVALUATION EXPENDITURE Consolidated 2018 $ 2017 $ Costs carried forward in respect to areas of interest: Exploration expenditure capitalised – at cost 105,943 13,429 Brought forward Expenditure Expenditure reimbursed Balance at reporting date 13,429 92,514 - 105,943 3,360 85,116 (75,047) 13,429 The recoupment of costs carried forward in relation to areas of interest in the exploration and evaluation phases are dependent on the successful development and commercial exploitation or sale of the respective areas. Costs arising from the acquisition of exploration and evaluation activities in relation to each separate area of interest are recognised as an exploration and evaluation asset in the year in which they are incurred where the following conditions are satisfied: • • the rights to tenure of the area of interest are current; and at least one of the following conditions is also met: i) and exploitation of the area of interest, or alternatively, by its sale; or ii) exploration and evaluation activities in the area of interest have not at the balance date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing. the exploration and evaluation expenditures are expected to be recouped through successful development Ongoing exploration and evaluation expenditures are expensed as incurred. Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The recoverable amount of the exploration and evaluation asset (for the cash generating unit(s) to which it has been allocated being no larger than the relevant area of interest) is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years. Where a decision has been made to proceed with development in respect of a particular area of interest, the relevant exploration and evaluation asset is tested for impairment and the balance is then reclassified to development. Kopore Metals Limited 40 ANNUAL REPORT 2018 | KOPORE METALS LIMITED 43 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2018 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 10. CURRENT LIABILITIES a) Trade creditors and other payables Trade creditors Other payables and accruals Consolidated 2018 $ 257,195 42,732 299,927 2017 $ 3,415 13,000 16,415 Trade creditors are non-interest bearing and are normally settled on 30-day terms. Trade creditors and other payables are carried at amortised cost and represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. Trade creditors and other payables are presented as current liabilities unless payment is not due within 12 months. b) Borrowings Short term loans Consolidated 2018 $ 2017 $ - - 275,194 275,194 During the year, short term loans were settled via cash payments and shares. Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates. The fair value of the liability portion of a convertible note is determined using a market interest rate for an equivalent non-convertible note. This amount is recorded as a liability on an amortised cost basis until extinguished on conversion or maturity of the note. The remainder of the proceeds is allocated to the conversion option. This is recognised and included in shareholders’ equity, net of income tax effects. Borrowings are removed from the statement of financial position when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other income or finance costs. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period. Kopore Metals Limited 41 44 KOPORE METALS LIMITED | ANNUAL REPORT 2018 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2018 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 11. ISSUED CAPITAL AND OPTIONS a) Issued Capital Consolidated 2018 $ 2017 $ 5,755,416 120,646 Consolidated 2018 2017 Movement in ordinary shares $ Number $ Number At the beginning of the reporting period 120,646 61,000 90 90 Shares issued during the period • GET capital raising @ $8.04 Share issued for repayment of borrowings as part of the GET capital raising @ $8.04 Elimination of existing GET shares Kopore shares on acquisition Issue of shares for acquisition of subsidiary Placement @ $0.02 per share Shares issued to Directors Shares issued to advisors 475,084 59,090 25,004 3,110 - - (123,200) 135,401,400 2,708,028 137,500,000 3,000,000 150,000,000 112,500 3,750,000 225,000 7,500,000 Shares issued as consideration for Virgo licences 68,250 1,625,000 Share issue costs – Share-based payments (Shares) (225,000) Share issue costs – Share-based payments (Options) (525,000) Share issue costs – Cash-based (229,096) 8 June 2017 – Share buy back 8 June 2017 – Share split 1:1000 8 June 2017 – Shares issued - - - - - - - - - • • • • • • • • • • • • • • - - - - - - - - - - - - - - - - - - - - - - - - (44) - 120,600 (44) 45,954 15,000 At reporting date 5,755,416 435,776,400 120,646 61,000 Terms of Ordinary Shares Voting Rights Ordinary shareholders participate in dividends and the proceeds in winding up of the parent entity in proportion to the shares held. At shareholders meetings, each ordinary share is entitled to one vote in proportion to the paid-up amount of the share when a poll is called, otherwise each shareholder has one vote on a show of hands. Kopore Metals Limited 42 ANNUAL REPORT 2018 | KOPORE METALS LIMITED 45 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2018 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 11. ISSUED CAPITAL AND OPTIONS (Continued) b) Options Movements in options Balance at beginning of year Kopore options on acquisition Consolidated 2018 # 2017 # 55,029,250 - # of Options $ - 63,750 - - Options issued to Directors and advisors – expires on 8 November 2020 @ 55,000,000 825,000 $0.06 Options expired unexercised – expired on 17 November 2017 @ $7.44 (34,500) - Balance at end of year 55,029,250 825,000 NOTE 12. WORKING CAPITAL Cash and cash equivalents Trade and other receivables (excluding prepayments) Trade and other payables and provisions Working capital position a) Capital management Consolidated 2018 $ 1,508,169 105,964 (299,927) 1,314,206 2017 $ 444 - (16,415) (15,971) The Company’s objectives when managing capital are to safeguard their ability to continue as a going concern, so that they may continue to provide returns for shareholders and benefits for other stakeholders. Due to the nature of the Company’s activities, being mineral exploration, the Company does not have ready access to credit facilities, with the primary source of funding being equity raisings. Therefore, the focus of the Company’s capital risk management is the current working capital position against the requirements of the Company to meet exploration programmes and corporate overheads. The Company’s strategy is to ensure appropriate liquidity is maintained to meet anticipated operating requirements, with a view to initiating appropriate capital raisings as required. The working capital position of the Company at 30 June 2018 is disclosed in Note 12. Kopore Metals Limited 43 46 KOPORE METALS LIMITED | ANNUAL REPORT 2018 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2018 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 13. COMMITMENTS a) The Company has tenements rental and expenditure commitments contracted for at the reporting date but not recognised as liabilities, payable: Consolidated 2018 $ 2017 $ – Within one year – One to five years – More than five years NOTE 14. RESERVES Share buy-back reserve (a) Options reserve (b) Foreign exchange translation reserve (c) Balance at end of year (a) Share premium Balance at beginning of year Change in reserve – cancellation of shares bought back Balance at end of year (b) Option reserve Balance at beginning of year Kopore options on acquisition Balance at end of year (c) Foreign exchange reserve Balance at beginning of year Change in reserve Balance at end of year 307,500 771,875 - 151,000 336,000 - 1,079,375 487,000 Consolidated 2018 $ 2017 $ - (258,621) 825,000 (1,866) 823,134 - - (258,621) (258,621) 258,621 - - 825,000 825,000 - (1,866) (1,866) - (258,621) (258,621) - - - - - - Total reserves 823,134 (258,621) Kopore Metals Limited 44 ANNUAL REPORT 2018 | KOPORE METALS LIMITED 47 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2018 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 14. RESERVES (Continued) Options Reserve This reserve is used to record the value of equity benefits provided to employees, Directors and consultants as part of their remuneration. Refer to Note 21. Foreign Currency Translation Reserve Foreign currency translation reserve records exchange differences arising on translation of the subsidiaries’ functional currency (Philippines Peso and Botswana Puna) into presentation currency at balance date. NOTE 15. ACCUMULATED LOSSES Consolidated 2018 $ (139,761) (4,727,556) (258,621) (5,125,938) 2017 $ (8,065) (131,696) - (139,761) Accumulated losses at the beginning of the financial year Loss after income tax expense for the year Cancellation of shares bought back Accumulated losses at the end of the financial year NOTE 16. CASH FLOW INFORMATION a) Reconciliation of Cash Cash at the end of the financial year as shown in the statement of cash flows is reconciled to the related items in the statement of financial position as follows: Cash 1,508,169 444 b) Reconciliation of Cash Flow from Operations with Operating Loss after Income Tax Operating loss after income tax Non-cash in loss Depreciation Non-recurring items relating to acquisition Exploration expense Share-based payments Foreign exchange differences (unrealised) Changes in assets and liabilities Trade and other receivables Trade and other payables Net Cash Flow used in Operating Activities (4,727,556) (131,696) 1,611 2,686,967 1,232,844 - (5,967) (134,528) 154,131 (792,498) - - - 120,600 - - 10,000 (1,096) Kopore Metals Limited 45 48 KOPORE METALS LIMITED | ANNUAL REPORT 2018 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2018 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 16. CASH FLOW INFORMATION (Continued) Non-cash financing and investing activities There were non-cash financing or investing activities during the year ended 30 June 2018. Details of non-cash activities during the year ended 30 June 2018, are as follows: i. Share Issue The following shares were issued during the year and not included in investing activities. - 1,625,000 shares issued as acquisition costs for exploration licences. ii. Share and Option Issue The following shares and options were issued during the year and not included in financing activities. - 7,500,000 shares and 35,000,000 options issued as a capital raising fee. There were nil non-cash financing or investing activities during the year ended 30 June 2017. NOTE 17. RELATED PARTY TRANSACTIONS Subsidiaries The consolidated financial statements include the financial statements of Kopore Metals Limited and the subsidiaries listed in the following table: Name Country of Equity interest Alvis-Crest Holdings (Pty) Ltd Ashmead Holdings (Pty) Ltd Icon-Trading Company (Pty) Ltd Global Exploration Technologies Pty Ltd MNE Holdings Pty Ltd Phil-Aust Holdings Pty Ltd Comval Property Pty Ltd Marlin Mining Corporation MNE Philippine Realty, Inc Trans-Kalahari Copper Namibia (Pty) Ltd Kopore (WA) Pty Ltd incorporation 2018 Botswana Botswana Botswana Australia Australia Australia Australia Philippines Philippines Namibia Australia % 100 100 100 100 100 100 100 100 40 100 100 2017 % - - - - 100 100 100 100 40 - - Kopore Metals Limited 46 ANNUAL REPORT 2018 | KOPORE METALS LIMITED 49 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2018 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 17. RELATED PARTY TRANSACTIONS (Continued) Other transactions with key management personnel and their related parties Receivable from and payable to related parties are as follows: i) The following balances are outstanding at the reporting date in relation to transactions with related parties: 30 June 2018 Director’s fee payable to The Steele Group1 1. Grant Ferguson is a Director of this Company. ii) Transactions with key management personnel and their related parties $ 20,625 20,625 30 June 2017 $ - - Evolution Corporate Services Pty Ltd, a company associated with Shannon Coates, was paid $40,000 for the provision of company secretarial services in accordance with a service agreement. There were no transactions with key management personnel or their related parties during the year ended 30 June 2018 (2017: nil). iii) Loan with key management personnel and their related parties During the year ended 30 June 2018, Atacama Holdings Pty Ltd, an entity related to the director, Winton Willesee, repaid a loan of $38,893 of which $32,500 is the principal and $6,393 is the interest amount. The following balances are outstanding at the reporting date in relation to loans with key management personnel and their related parties: Loan payable to The Elanwi Trust (related entity of David Reeves)1 30 June 2018 30 June 2017 $ - $ 273,665 1. David Reeves was a director of Global Exploration Technologies Pty Ltd as of 30 June 2017. 30 June 2017 balance is that of Global Exploration Technologies Pty Ltd as a result of the reverse acquisition accounting. There were no other loans with key management personnel or their related parties. Other than as stated above and the remuneration disclosed in Note 2 and the Remuneration Report section of the Directors’ Report, there has been no other related party transactions during the financial year. Kopore Metals Limited 47 50 KOPORE METALS LIMITED | ANNUAL REPORT 2018 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2018 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 18. PARENT ENTITY DISCLOSURES Statement of Financial Position Assets Current assets Non-current assets Total assets Liabilities Current liabilities Total liabilities NET ASSETS Equity Issued capital Reserves Accumulated losses Total equity Statement of Comprehensive Income Loss for the year Other comprehensive income Total comprehensive income a) Contingent liabilities 2018 $ 2017 $ 1,568,409 1,182,146 2,750,555 127,669 127,669 2,622,886 771,942 36,898 808,840 101,692 101,692 707,148 27,261,868 5,735,450 24,806,331 4,910,450 (30,374,432) (29,009,633) 2,622,886 707,148 2018 $ 2017 $ (1,113,572) (131,696) - - (1,113,572) (131,696) As at 30 June 2018 and 30 June 2017, the Company had no contingent liabilities other than as disclosed in note 24 to the financial statements. b) Contractual Commitments As at 30 June 2018 and 30 June 2017, the Company had no contractual commitments. c) Guarantees entered into by parent entity As at 30 June 2018 and 30 June 2017, the Company had not entered into any guarantees. The financial information for the parent entity, Kopore Metals Ltd, has been prepared on the same basis as the consolidated financial statements, except as set out below. Investments in subsidiaries and associates Investments in subsidiaries and associates and joint venture entities are accounted for at cost in the parent entity’s financial statements. Dividends received from associates are recognised in the parent entity’s profit or loss, rather than being deducted from the carrying amount of these investments. Share-based payments The grant by the Company of options over its equity instruments to the employees of subsidiary undertakings in the Group is treated as a capital contribution to that subsidiary undertaking. The fair value of employee services received, measured by reference to the grant date fair value, is recognised over the vesting period as an increase to investment in subsidiary undertakings, with a corresponding credit to equity. Kopore Metals Limited 48 ANNUAL REPORT 2018 | KOPORE METALS LIMITED 51 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2018 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 19. FINANCIAL INSTRUMENTS a) Financial Risk Management The Group’s financial instruments consist mainly of deposits with banks, short-term investments, and accounts receivable and payable. The main purpose of non-derivative financial instruments is to raise finance for the Group’s operations. Derivatives are not currently used by the Group for hedging purposes. The Group does not speculate in the trading of derivative instruments. The totals for each category of financial instruments, measured in accordance with Accounting Standards as detailed in the accounting policies to these financial statements, are as follows: Financial Assets Cash and cash equivalents Other receivables (excludes prepayments) Total Financial Assets Financial Liabilities Trade and other payables Total Financial Liabilities i. Treasury Risk Management 2018 $ 2017 $ Note 6 7 1,508,169 105,964 1,614,133 10 299,927 299,927 444 - 444 16,415 16,415 The Directors meets on a regular basis to analyse currency and interest rate exposure and to evaluate treasury management strategies in the context of the most recent economic conditions and forecasts. ii. Financial Risks The Group’s financial instruments consist mainly of deposits with banks, short-term investments, and accounts receivable and payable. The main risks the Group is exposed to through its financial instruments are interest rate risk, liquidity risk, credit risk, and market risk (being equity price risk). iii. Interest Rate Risk The Group does not have any debt that may be affected by interest rate risk. iv. Currency Risk Foreign exchange risk arises from future commitments, assets and liabilities that are denominated in a currency that is not the functional currency of the Group being Philippines Peso and Botswana Puna. Currently there are no foreign exchange programs in place. The Group treasury function manages the purchase of foreign currency to meet operational requirements. The impact of reasonably possible changes in foreign exchange rates for the Group has the potential to be material. The Group monitors this risk on a regular basis. Kopore Metals Limited 49 52 KOPORE METALS LIMITED | ANNUAL REPORT 2018 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2018 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 19. FINANCIAL INSTRUMENTS (Continued) v. Sensitivity Analysis At 30 June 2018, if interest rates had changed by -/+ 75 basis points from the weighted average rate for the period with all other variables held constant, post-tax loss for the Group would have been $13,766 (2017: nil) lower/higher as a result of lower/higher interest income from cash and cash equivalents. vi. Liquidity Risk Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The Group manages this risk by preparing forward looking cash flow analysis in relation to its operational, investing and financing activities and monitoring its cash assets and assets readily convertible to cash in the context of its forecast future cash flows. The Group continually monitors its access to additional equity capital should that be required, maintains a reputable credit profile and manages the credit risk of its financial assets. vii. Credit Risk The maximum exposure to credit risk, excluding the value of any collateral or other security, at reporting date to recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements. The Group does not have any material credit risk exposure to any single receivable or group of receivables. Credit risk related to balances with banks and other financial institutions is managed by the Directors in accordance with approved Company policy. Note 2018 2017 Cash and cash equivalents 6 1,508,169 $ 1,508,169 $ 444 444 viii. Market Risk – Equity/Securities Price Risk The Group is not exposed to securities price risk on investments held for trading or for medium to longer term as no such investments are currently held. b) Fair value estimation The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. All financial assets and financial liabilities at the reporting date are recorded at amounts approximating their carrying amount. Kopore Metals Limited 50 ANNUAL REPORT 2018 | KOPORE METALS LIMITED 53 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2018 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 19. FINANCIAL INSTRUMENTS (Continued) c) Interest Rate Risk The Group’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rate for each class of financial assets and financial liabilities comprises: Floating Interest Fixed Interest Rate 1 to 5 Years Non-Interest Bearing 2018 $ 2018 $ Total 2018 $ Weighted Effective Interest Rate 2018 % Floating Interest Fixed Interest Rate 1 to 5 Years Non-Interest Bearing 2017 $ 2017 $ Total 2017 $ Weighted Effective Interest Rate 2017 % Rate 2018 $ 1,508,169 - 1,508,169 - - 1 Year or Less 2018 $ - - - - - Rate 2017 $ 1 Year or Less 2017 $ 444 - 444 - - - - - - - Financial Assets Cash Trade & other receivables Total Financial Assets Financial Liabilities Trade & other payables Total Financial Liabilities Financial Assets Cash Trade & other receivables Total Financial Assets Financial Liabilities Trade & other payables Total Financial Liabilities Kopore Metals Limited 54 KOPORE METALS LIMITED | ANNUAL REPORT 2018 - - - - - - 1,508,169 134,528 134,528 0.83 N/A 134,528 1,642,697 299,927 299,927 N/A 299,927 299,927 - - - - - - 444 - 444 16,415 16,415 N/A 16,415 16,415 - - - - - - 51 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2018 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 20. OPERATING SEGMENTS Identification of reportable segments The Group has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (chief operating decision makers) in assessing performance and determining the allocation of resources. The Group is managed primarily on the basis of business category and geographical areas. Operating segments are therefore determined on the same basis. Reportable segments disclosed are based on aggregating operating segments where the segments are considered to have similar economic characteristics. The consolidated entity considers that it has only operated in one segment, being the exploration business. Accounting policies adopted Unless stated otherwise, all amounts reported to the Board of Directors as the chief decision maker with respect to operating segments are determined in accordance with accounting policies that are consistent to those adopted in the annual financial statements of the Group. Segment assets During the year ended 30 June 2018 and 30 June 2017, all assets were in the same business segment, which is the consolidated entity’s exploration business. Segment liabilities During the year ended 30 June 2018 and 30 June 2017, all liabilities were in the same business segment, which is the consolidated entity’s exploration business. (i) Revenue by geographical region There is no revenue attributable to external customers for the year ended 30 June 2018 and 30 June 2017. (ii) Assets by geographical region During the year ended 30 June 2018 and 30 June 2017, all reportable segment assets are located in Africa, with the Group’s financial assets located in Africa and Australia. Intersegment transactions There are no intersegment sales and purchase within the Group. Intersegment loans payable and receivable are initially recognised at the consideration received/to be received net of transaction costs. Kopore Metals Limited 52 ANNUAL REPORT 2018 | KOPORE METALS LIMITED 55 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2018 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 21. SHARE-BASED PAYMENTS The following share-based payment arrangements were entered into during the year: Shares issued to Directors in lieu of fees Unlisted options issued to Directors and advisors Total share-based payments included in statement of profit or loss and other comprehensive income as Non-recurring items relating to acquisition Unlisted options issued to advisers in lieu of services Shares issued to advisers in lieu of services Total share-based payments included in statement of financial position as capital raising costs Shares issued for Virgo licences Total share-based payments included in statement of financial position as exploration asset. a. Share-based payments – directors and advisors shares: $337,500. b. Share-based payments – directors and advisors’ options: $825,000. $ 112,500 a 300,000 b 412,500 525,000 b 225,000 a 750,000 68,250 68,250 The fair value of the shares granted are estimated at the date of grant based on the market share price on grant date. The fair value of the options granted are estimated at the date of grant using the Black Scholes valuation model and based on the assumptions set out below. The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome. Assumptions: Grant date Market price of Shares Exercise price Risk free interest rate Dividend Yield Expected Volatility % Expected life of option (years) Indicative value per Option Advisor Options Director Options 31/10/2017 31/10/2017 $0.03 $0.06 1.96% - 100% 3.00 $0.015 $0.03 $0.06 1.96% - 100% 3.00 $0.015 Number of options Total Value of Options $ 35,000,000 20,000,000 525,000 300,000 Kopore Metals Limited 53 56 KOPORE METALS LIMITED | ANNUAL REPORT 2018 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2018 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 21. SHARE-BASED PAYMENTS (Continued) The Group provides benefits to employees (including senior executives) of the Group in the form of share-based payments, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions). The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using a Black-Scholes model. In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Kopore (market conditions) if applicable. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the vesting period). The cumulative expense recognised for equity-settled transactions at each balance date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the Group’s best estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The statement of profit or loss and other comprehensive income charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition. If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification that increases the total fair value of the share- based payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification. If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph. Kopore Metals Limited 54 ANNUAL REPORT 2018 | KOPORE METALS LIMITED 57 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2018 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 22. SHARE OPTIONS At the end of the year, there are 55,029,250 (2017: nil) options over unissued shares as follows: 2018 2017 Number of options Weighted average exercise price (cents) Number of options Weighted average exercise price (cents) Outstanding at beginning of the year* - - Kopore options on acquisition 63,750 591.7 Granted – in lieu of creditors and Directors fees 20,000,000 6.0 Granted – free attach options - - - - Granted - capital raisings costs 35,000,000 6.0 Forfeited Exercised Expired Outstanding at year-end Exercisable at year-end - - - - (34,500) 744.0 55,029,250 55,029,250 6.2 6.2 - - - - - - - - - - - - - - - - - - Listed Options At 30 June 2018 and 30 June 2017, there are no listed options in the Company. Kopore Metals Limited 55 58 KOPORE METALS LIMITED | ANNUAL REPORT 2018 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2018 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 23. INVESTMENT IN ASSOCIATE Name Agusan Metals Corporation (formerly Philco Mining Corp) Principal place of business / Country of incorporation Ownership interest 2018 % 2017 % Philippines 36% 36% Reconciliation of the consolidated entity's carrying amount Opening carrying amount Share of profit/(loss) after income tax Closing carrying amount NOTE 24. CONTINGENT LIABILITIES AND OTHER CONTINGENCIES Virgo Licence Acquisition - - - - - - In accordance with the agreement between Kopore Metals Limited, Alvis Crest (Proprietary) Limited and Virgo Business Solutions CO ("Virgo”), - Upon year 2 of the acquisition the Company will issue fully paid shares in the Company to Virgo to a value of - A$6,250 multiplied by the number of Tenements held by Kopore as at that date. To issue fully paid shares in the Company to Virgo with a deemed value of A$650,000 (with the deemed issue price being the higher of $0.04 or the 30-day VWAP of the shares at the date of the Announcement, as defined below upon satisfaction of the following performance-based milestone: o First announcement by the Company of a JORC Code 2012 Compliant Measured or Indicated Mineral Resource, on any of the licences, of greater than 1 million tonnes of contained copper at a grade of greater than 1.2% ("Announcement”). Chairman Options In accordance with the services agreement for Mr Peter Meagher is entitled to 3,000,000 options in the Company exercisable at 6 cents per share and expiring three years from date of issue. These options will be issued to Mr Meagher without shareholder approval in reliance on exception 6 of ASX Listing Rule 10.12. Comval Assets As at 30 June 2018, there exists a contingent liability in relation to the Company’s Comval assets. The contingent liability is a loan payable which represents advances from the former Parent, Cadan Resources Corporation, to Agusan Metals Corporation, which had been made prior to the acquisition of Agusan Metals Corporation by Kopore Metals (formerly Metallum Limited). At 30 June 2018, the amount of the loan is CAD$10,194,903. During the year ended 30 June 2018, the Company has signed a Deed of Sale to sell the three Australian subsidiary entities, MNE Holdings Pty Ltd, Phil-Aust Holdings Pty Ltd and Comval Property Pty Ltd to Rizal Resources Corporation for $1. Accordingly, at the completion of the sale of the three Australian subsidiary entities, the repayment of the loan will no longer be applicable. Kopore Metals Limited 56 ANNUAL REPORT 2018 | KOPORE METALS LIMITED 59 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2018 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 25. ACQUISITION OF GLOBAL EXPLORATION TECHNOLOGIES PTY LTD On 30 August 2017, Kopore Metals Limited (formerly Metallum Limited) (“Kopore”) entered into a binding heads of agreement (“Acquisition Agreement”) with Global Exploration Technologies Pty Ltd (“GET”) under which the Company acquired 100% of the issued capital of GET. Under the terms of the Agreement, the consideration for the acquisition of 100% of the issued capital of GET was 137,500,000 fully paid ordinary shares in Kopore at a deemed issue price of $0.02 per share (“Consideration Shares”). Under AASB 3 Business Combinations, the acquisition does not meet the definition of a business combination as the activities of GET at the date of acquisition did not represent a business. The transaction has therefore been accounted for using the principles of reverse acquisition accounting by analogy. The transaction has been accounted for by reference to AASB 2 Share Based Payments as a share-based payment for the purposes of obtaining a stock-exchange listing. Applying the reverse acquisition method of accounting, following the acquisition, the consolidated financial statements are required to represent the continuation of the financial statements of GET. The acquisition date fair value of the net assets of Kopore, being the acquired entity for accounting purposes, was as follows: Cash and cash equivalents Trade and other receivables Other assets Plant and equipment Trade and other payables Net Assets The fair value of consideration given by Kopore to the shareholders of GET was: Fair value of consideration: Share capital issued Amount recognized as ASX listing expense: Fair value of consideration for acquisition Fair value of net assets acquired $ 319,690 213,387 5,876 434 (105,826) 433,561 $ 2,708,028 2,708,028 $ 2,708,028 (433,561) 2,274,467 Kopore Metals Limited 57 60 KOPORE METALS LIMITED | ANNUAL REPORT 2018 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2018 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 26. NON-RECURRING ITEMS RELATING TO ACQUISITION Consultancy costs Directors’ fees – share based payment (Note 21) Directors’ options – share based payment (Note 21) ASX listing expense (Note 25) Consolidated 30 June 2018 30 June 2017 $ $ 150,000 112,500 300,000 2,274,467 2,836,967 - - - - - NOTE 27. NEW ACCOUNTING STANDARDS APPLICABLE IN FUTURE PERIODS Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 30 June 2018. The consolidated entity's assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the consolidated entity, are set out below. AASB Interpretation 22 Foreign Currency Transactions and Advance Consideration This interpretation is applicable to annual reporting periods beginning on or after 1 January 2018. The Interpretation clarifies that in determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which an entity initially recognises the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, then the entity must determine a date of the transaction for each payment or receipt of advance consideration. AASB 9 replaces AASB 139 Financial Instruments: Recognition and Measurement. This standard is applicable to annual reporting periods beginning on or after 1 January 2018. Except for certain trade receivables, an entity initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVTPL), transaction costs. Debt instruments are subsequently measured at FVTPL, amortised cost, or fair value through other comprehensive income (FVOCI), on the basis of their contractual cash flows and the business model under which the debt instruments are held. There is a fair value option (FVO) that allows financial assets on initial recognition to be designated as FVTPL if that eliminates or significantly reduces an accounting mismatch. Equity instruments are generally measured at FVTPL. However, entities have an irrevocable option on an instrument-by- instrument basis to present changes in the fair value of non-trading instruments in other comprehensive income (OCI) without subsequent reclassification to profit or loss. For financial liabilities designated as FVTPL using the FVO, the amount of change in the fair value of such financial liabilities that is attributable to changes in credit risk must be presented in OCI. The remainder of the change in fair value is presented in profit or loss, unless presentation in OCI of the fair value change in respect of the liability’s credit risk would create or enlarge an accounting mismatch in profit or loss. All other AASB 139 classification and measurement requirements for financial liabilities have been carried forward into AASB 9, including the embedded derivative separation rules and the criteria for using the FVO. The incurred credit loss model in AASB 139 has been replaced with an expected credit loss model in AASB 9. Kopore Metals Limited 58 ANNUAL REPORT 2018 | KOPORE METALS LIMITED 61 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2018 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 27. NEW ACCOUNTING STANDARDS APPLICABLE IN FUTURE PERIOD (Continued) The requirements for hedge accounting have been amended to more closely align hedge accounting with risk management, establish a more principle-based approach to hedge accounting and address inconsistencies in the hedge accounting model in AASB 139. The consolidated entity will adopt this standard from 1 July 2018 and the impact of its adoption is expected to be minimal on the consolidated entity. AASB 15 Revenue from Contracts with Customers This standard is applicable to annual reporting periods beginning on or after 1 January 2018. The standard provides a single standard for revenue recognition. 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 those goods or services. The standard will require: contracts (either written, verbal or implied) to be identified, together with the separate performance obligations within the contract; determine the transaction price, adjusted for the time value of money excluding credit risk; allocation of the transaction price to the separate performance obligations on a basis of relative stand-alone selling price of each distinct good or service, or estimation approach if no distinct observable prices exist; and recognition of revenue when each performance obligation is satisfied. Credit risk will be presented separately as an expense rather than adjusted to revenue. For goods, the performance obligation would be satisfied when the customer obtains control of the goods. For services, the performance obligation is satisfied when the service has been provided, typically for promises to transfer services to customers. For performance obligations satisfied over time, an entity would select an appropriate measure of progress to determine how much revenue should be recognised as the performance obligation is satisfied. Contracts with customers will be presented in an entity's statement of financial position as a contract liability, a contract asset, or a receivable, depending on the relationship between the entity's performance and the customer's payment. Sufficient quantitative and qualitative disclosure is required to enable users to understand the contracts with customers; the significant judgments made in applying the guidance to those contracts; and any assets recognised from the costs to obtain or fulfil a contract with a customer. The Group will adopt this standard from 1 July 2018 and the impact of its adoption is expected to be minimal on the Group as it does not have any revenue contract. AASB 16 Leases This standard is applicable to annual reporting periods beginning on or after 1 January 2019. The standard replaces AASB 117 'Leases' and for lessees will eliminate the classifications of operating leases and finance leases. Subject to exceptions, a 'right-of-use' asset will be capitalised in the statement of financial position, measured at the present value of the unavoidable future lease payments to be made over the lease term. The exceptions relate to short-term leases of 12 months or less and leases of low-value assets (such as personal computers and small office furniture) where an accounting policy choice exists whereby either a 'right-of-use' asset is recognised or lease payments are expensed to profit or loss as incurred. A liability corresponding to the capitalised lease will also be recognised, adjusted for lease prepayments, lease incentives received, initial direct costs incurred and an estimate of any future restoration, removal or dismantling costs. Straight-line operating lease expense recognition will be replaced with a depreciation charge for the leased asset (included in operating costs) and an interest expense on the recognised lease liability (included in finance costs). In the earlier periods of the lease, the expenses associated with the lease under AASB 16 will be higher when compared to lease expenses under AASB 117. However, EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) results will be improved as the operating expense is replaced by interest expense and depreciation in profit or loss under AASB 16. For classification within the statement of cash flows, the lease payments will be separated into both a principal (financing activities) and interest (either operating or financing activities) component. For lessor accounting, the standard does not substantially change how a lessor accounts for leases. The Group will adopt this standard from 1 July 2019, but the impact of its adoption is expecting to be immaterial as it does not have material operating leases with a term 12 months of longer. Kopore Metals Limited 59 62 KOPORE METALS LIMITED | ANNUAL REPORT 2018 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2018 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 28. EVENTS SUBSEQUENT TO REPORTING DATE On 11 July 2018, Kopore Metals was granted eight exclusive prospecting licenses (EPL’s) covering an area of 5,705km2 on the Kalahari Copper Belt, Republic of Namibia. The newly granted EPL’s are contiguous to Kopore’s existing Ghanzi West prospecting licences and known copper mineralisation. Historical activities on the approved Namibian EPLs provide the Company with additional advanced targets On 24 July 2018, the Company completed a Placement of 106.8 million new fully paid ordinary shares at $0.025, which represented a 15% discount to the volume weighted average price of the Company’s shares on the ASX over the 15 trading days prior to the date the Placement issue price. The Placement raised $2.67m. In connection with the Placement the Company will also issue, subject to shareholder approval, a total of 30 million unlisted options to Nascent Capital Partners and Ironside Capital (who acted as Joint Lead Managers, ‘JLMs’ to the Placement) or their nominees (Broker Options). The Broker Options are exercisable at a 25% premium to the 10-day VWAP (being $0.029) prior to the Placement. The Company may elect, on 21 days’ notice, for the Broker Options to be exercised if the Company’s twenty (20) day VWAP is at least a 100% premium to the Placement price. No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years. NOTE 29. COMPANY DETAILS The registered office and principal place of business of the Company is: Suite 3, Level 2 470 Collins Street MELBOURNE VIC 3000 Kopore Metals Limited 60 ANNUAL REPORT 2018 | KOPORE METALS LIMITED 63 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2018DIRECTORS’ DECLARATION The Directors of the Company declare that: 1) The financial statements and notes attached hereto, are in accordance with the Corporations Act 2001 and: a) comply with Accounting Standards and the Corporations Regulations 2001; and b) are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board; and c) give a true and fair view of the financial position as at 30 June 2018 and of the performance for the year ended on that date of the Group; 2) the declarations required by section 295A of the Corporations Act 2001 have been received by the Directors. In the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. This declaration is made in accordance with a resolution of the Board of Directors. PETER MEAGHER Chairman DATED this 25th day of September 2018 Kopore Metals Limited 64 KOPORE METALS LIMITED | ANNUAL REPORT 2018 61 DIRECTORS’ DECLARATIONINDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF KOPORE METALS LIMITED Opinion We have audited the financial report of Kopore Metals Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2018, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors' declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: (i) Giving a true and fair view of the Group's financial position as at 30 June 2018 and of its financial performance for the year then ended; and (ii) Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. ANNUAL REPORT 2018 | KOPORE METALS LIMITED 65 INDEPENDENT AUDITOR’S REPORTKey Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key Audit Matter How our audit addressed this matter Acquisition of Global Exploration Technologies Pty Ltd Refer to Note 25 in the financial statements On 8 November 2017, the Company completed the acquisition of Global Exploration Technologies Pty Ltd pursuant to a binding Heads of Agreement by issuing 137,500,000 shares. Our audit procedures in relation to the Company’s accounting for the acquisition Global Exploration Technologies Pty Ltd included: • Reviewing the binding Heads of Agreement to obtain an understanding of the transaction and the related accounting considerations; • Critically evaluating management’s determination that Global Exploration Technologies Pty Ltd was the acquiring entity and that the acquired entity did not meet the definition of a business; Evaluating the timing and appropriateness of the accounting treatment and the consideration of the acquisition based on the binding Heads of Agreement; and • • Assessing the compliance of financial presentation the requirements of Australian Accounting Standards. disclosures with and the The Company determined that it was the accounting acquiree and Global Exploration Technologies Pty Ltd was the accounting acquirer. The Company did not meet the definition of a business under AASB 3 the Business Combinations as at transaction. Therefore, the transaction was accounted for as a share-based payment to acquire a stock- exchange listing, using the principles of reverse acquisition accounting. the date of We identified the acquisition of Global Exploration Technologies Pty Ltd as a key audit matter due to the technical complexity of the accounting treatment, the significant management in required the fair value of determining the acquiring entity, consideration paid and whether the accounting acquiree met the definition of a business under AASB 3 Business Combinations. judgment 66 KOPORE METALS LIMITED | ANNUAL REPORT 2018 INDEPENDENT AUDITOR’S REPORTOther Information The directors are responsible for the other information. The other information comprises the information included in the Group's annual report for the year ended 30 June 2018 but does not include the financial report and the auditor's report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors for the Financial Report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor's Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar2.pdf. This description forms part of our auditor's report. ANNUAL REPORT 2018 | KOPORE METALS LIMITED 67 INDEPENDENT AUDITOR’S REPORTReport on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2018. In our opinion, the Remuneration Report of Kopore Metals Limited, for the year ended 30 June 2018, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. RSM AUSTRALIA PARTNERS Perth, WA Dated: 25 September 2018 TUTU PHONG Partner 68 KOPORE METALS LIMITED | ANNUAL REPORT 2018 INDEPENDENT AUDITOR’S REPORTSHAREHOLDER INFORMATION The following information is current as at 21 September 2018 DISTRIBUTION SCHEDULES Quoted Securities Distribution of each class of quoted security: Fully paid ordinary shares Range Holders Units % 1 1,001 5,001 10,001 100,001 - - - - - 1,000 5,000 10,000 100,000 Over 786 163 22 167 396 188,851 341,182 163,527 7,987,462 533,895,378 0.03% 0.06% 0.03% 1.47% 98.41% Total 1,534 542,576,400 100.00% Unquoted Securities For each class of unquoted securities, if a person holds 20% or more of the securities in a class, the name of the holder and number of securities held is disclosed. Unlisted Options exercisable at $0.06 on or before 08 November 2020 Range Holders Units - - - - - 1 1,001 5,001 10,001 100,001 Total 1,000 5,000 10,000 100,000 Over - - - 4 13 17 % - - - - - - 320,000 54,680,000 0.58% 99.42% 55,000,000 100.00 Kopore Metals Limited 66 ANNUAL REPORT 2018 | KOPORE METALS LIMITED 69 SHAREHOLDER INFORMATIONSHAREHOLDER INFORMATION Unlisted Options exercisable at $7.60 on or before 9 March 2019 Range Holders - - - - - 1 1,001 5,001 10,001 100,001 Total 1,000 5,000 10,000 100,000 Over - 21 - - - 2 Units - 7,500 - - - % - 100.00 - - - 7,500 100.00 1. Mr Justin Joseph Grinceri holds 3,750 options comprising 50.00% of this class. Mr Sergio Uribe Valdes holds 3,750 options comprising 50.00% of this class. Kopore Metals Limited 70 KOPORE METALS LIMITED | ANNUAL REPORT 2018 67 SHAREHOLDER INFORMATION SHAREHOLDER INFORMATION VOTING RIGHTS The voting rights attaching to ordinary shares are that on a show of hands every member present in person or by proxy shall have one vote and upon a poll each share shall have one vote. Options do not carry any voting rights. RESTRICTED SECURITIES The Company has no restricted securities. SUBSTANTIAL SHAREHOLDERS The names of the substantial shareholders that have been provided to the Company with substantial shareholding notices: Shareholder No. of Shares % (At time of notification) The Gas Super Pty Ltd 46,436,917 8.56% ON-MARKET BUY BACK There is no current on-market buy-back. UNMARKETABLE PARCELS Holdings of less than a marketable parcel of ordinary shares (as at 21 September 2018): Holders Units 1,016 1,492,514 CORPORATE GOVERNANCE STATEMENT The Company’s Corporate Governance Statement for the 2018 financial year is available from the Company’s website at www.koporemetals.com/about/corporate-governance/ Kopore Metals Limited 68 ANNUAL REPORT 2018 | KOPORE METALS LIMITED 71 SHAREHOLDER INFORMATION SHAREHOLDER INFORMATION TOP HOLDERS The 20 largest registered holders of each class of quoted security as at 21 September 2018 were: Fully paid ordinary shares Name THE GAS SUPER FUND PTY LTD MRS ELEANOR JEAN REEVES FEHU CAPITAL PTY LTD DISCOVERY SERVICES PTY LTD PHEAKES PTY LTD THE TRUST Company (AUSTRALIA) LIMITED THE GAS SUPER FUND PTY LTD LEE MILLER INVESTMENTS PTY LTD MOLLYGOLD SUPERANNUATION PTY LTD 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. GLAMOUR DIVISION PTY LTD 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 20. 20. TONEHILL PTY LTD SACCO DEVELOPMENTS AUSTRALIA PTY LIMITED ICON HOLDINGS PTY LTD MR PHILLIP RICHARD PERRY & MRS TETYANA PERRY CHINCHERINCHEE NOMINEES PTY LTD CITYSCAPE ASSET PTY LTD BREAMLINE PTY LTD COREKS SUPER PTY LTD LANEWAY INVESTMENTS PTY LTD IRONSIDE CAPITAL PTY LTD CALDWELL MOORE PTY LIMITED SILVERINCH PTY LIMITED No. of Shares 46,436,917 25,812,013 16,179,302 15,827,925 15,711,250 15,000,000 10,624,849 10,000,000 9,187,581 9,000,688 8,600,000 8,029,074 7,412,662 7,312,662 7,123,000 7,000,000 6,000,000 5,393,101 5,124,269 5,000,000 5,000,000 5,000,000 8.56% 4.76% 2.98% 2.92% 2.90% 2.76% 1.96% 1.84% 1.69% 1.66% 1.59% 1.48% 1.37% 1.35% 1.31% 1.29% 1.11% 0.99% 0.94% 0.92% 0.92% 0.92% Total 250,775,293 46.22% Kopore Metals Limited 69 72 KOPORE METALS LIMITED | ANNUAL REPORT 2018 SHAREHOLDER INFORMATION TENEMENT SCHEDULE Kopore Metals Limited Tenement Schedule - Africa Tenement Name Location PL203/2016 PL204/2016 PL205/2016 PL128/2013 PL129/2013 PL127/2017 PL128/2017 PL129/2017 PL207/2017 PL208/2017 PL209/2017 PL210/2017 PL135/2017 PL162/2018 PL163/2019 PL164/2020 Icon Icon Icon Alvis Alvis Ashmead Ashmead Ashmead Icon Icon Icon Alvis Virgo Virgo Virgo Virgo EPL7049 Trans Kalahari EPL7050 Trans Kalahari EPL7051 Trans Kalahari EPL7052 Trans Kalahari EPL7053 Trans Kalahari EPL7054 Trans Kalahari EPL7055 Trans Kalahari EPL7056 Trans Kalahari Botswana Botswana Botswana Botswana Botswana Botswana Botswana Botswana Botswana Botswana Botswana Botswana Botswana Botswana Botswana Botswana Namibia Namibia Namibia Namibia Namibia Namibia Namibia Namibia Size (Km2) 928.6 925 870.6 412.2 418.3 991 452 163 985 581 164 1,000 296 156 191 124 936.33 435.85 992.18 942.31 285.32 904.31 996.98 212.87 Grant Date Expiry Date % Ownership 01-10-16 01-10-16 01-10-16 01-07-16 01-07-16 01-07-17 01-07-17 01-07-17 01-01-18 01-01-18 01-01-18 01-01-18 01-10-17 01-10-17 01-10-17 01-10-17 01-07-18* 01-07-18* 01-07-18* 01-07-18* 01-07-18* 01-07-18* 01-07-18* 01-07-18* 30-09-19 30-09-19 30-09-19 30-06-18 30-06-18 30-06-20 30-06-20 30-06-20 31-12-20 31-12-20 31-12-20 31-12-20 30-09-20 30-09-20 30-09-20 30-09-20 01-07-21* 01-07-21* 01-07-21* 01-07-21* 01-07-21* 01-07-21* 01-07-21* 01-07-21* 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% * These are dates of acceptance of Notice to Applicant of Preparedness to Grant Application for Exclusive Prospecting Licence. * These are dates based on three-year period reckoned from date of acceptance. Kopore Metals Limited Tenement Schedule – Australia Tenement Name Location E37/1037 E37/1281 E37/1282 Teutonic Teutonic Teutonic Western Australia Western Australia Western Australia Size (Ha) 1,613 954 2,350 Grant Date Expiry Date % Ownership 23/07/2010 21/03/2017 21/03/2017 22/07/2020 20/03/2022 20/03/2022 70% 100% 100% Kopore Metals Limited 70 ANNUAL REPORT 2018 | KOPORE METALS LIMITED 73 TENEMENT SCHEDULE ANNUAL MINERAL RESOURCE STATEMENT Pursuant to Listing Rule 5.21.4, the Company presents the Annual Mineral Resource Statement. Material Changes and Resource Statement Comparison On 10 October 2012, in accordance with the JORC Code 2004, the Company reported a maiden inferred mineral resource for the Tagpura East, Tagpura West, Maangob and Kalamatan prospects at the Company’s Comval copper gold project, located 90 kilometres north of Davao City, Mindanao, in the Philippines, of 32,675,000 tonnes at 0.42% Cu and 0.13 g/t Au. This was estimated using a 0.3% Cu cut-off and contained 136,100 tonnes of Cu and 138,900 ounces of gold (Table 1). A higher-grade resource of 8,987,00 tonnes at 0.63% Cu and 0.20 g/t Au (Table 2) was estimated using a 0.4% Cu cut-off. The maiden resource statement was calculated predominantly from drilling data inherited from Cadan Resources Limited, and was independently calculated by consultant, Cube Consulting Pty Ltd. Cube Consulting is an independent, Perth based resource consulting firm specialising in geological modelling, resource estimation and Information Technology. The Company reviews and reports its mineral resources at least annually. The date of reporting is 30 June each year, to coincide with the Company’s end of financial year balance date. If there are any material changes to its mineral resources over the course of the year, the Company is required to promptly report these changes. In completing the annual review for the year ended 30 June 2018, the historical resource factors were reviewed and found to be relevant and current. No resources have been converted to reserves since the initial report dated 10 October 2012 and the Comval project has not been converted to an active operation yet, hence no resource depletion has occurred for the review period. No field work was conducted at Comval during the year. Consequently, there has been no change to the mineral resource during the year, or since 10 October 2012. During the year ended 30 June 2018, the Company signed a Deed of Sale to sell the Company’s interest in the Comval project to Rizal Resources Corporation. Following completion of the sale post the end of the financial year, the Company no longer holds an interest in the mineral resources for the Tagpura East, Tagpura West, Maangob and Kalamatan prospects. Governance Arrangements and Internal Controls Kopore has ensured that the mineral resources quoted are subject to good governance arrangements and internal controls. The mineral resources reported have been generated by an independent external consultant who is experienced in best practices in modelling and estimation methods. The consultant has also undertaken reviews of the quality and suitability of the underlying information used to general the resource estimation. In addition, Kopore’s management carries out regular reviews and audits of internal processes and external contractors that have been engaged by the Company. The mineral resource dated 10 October 2012 was compiled in accordance with the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ (JORC Code) 2004 Edition. Kopore Metals Limited 74 KOPORE METALS LIMITED | ANNUAL REPORT 2018 71 ANNUAL MINERAL RESOURCE STATEMENT ANNUAL MINERAL RESOURCE STATEMENT Table 1: Tagpura, Maangob and Kalamatan Inferred Mineral Resource Estimate > 0.3% Copper Inferred Prospect Oxidation Tonnes Cu (%) Au (ppm) Cu (t) Au (oz) Maangob oxide 500 0.32 transitional 265,500 0.37 fresh 4,756,000 0.41 5,022,000 0.41 oxide - - transitional 1,811,000 0.38 fresh 4,836,000 6,647,000 0.36 0.36 Sub Total Kalamatan Sub Total Tagpura West oxide 251,000 0.39 transitional 2,225,500 0.36 fresh 13,232,500 0.34 Sub Total 15,709,000 0.34 Tagpura East oxide 219,000 0.57 transitional 2,009,000 0.74 fresh 3,069,000 0.70 Sub Total Grand Total 5,297,000 0.71 32,675,000 0.42 0.06 0.04 0.06 0.06 - 0.22 0.23 0.22 0.06 0.06 0.08 0.08 0.18 0.26 0.25 0.25 0.13 1 1,000 19,500 20,500 - 6,800 17,200 24,000 1,000 8,000 1 300 9,200 9,500 - 12,600 35,300 47,900 500 4,300 45,000 34,000 54,000 38,800 1,200 1,250 14,900 16,800 21,500 24,650 37,600 42,700 136,100 138,900 Table 2: Tagpura, Maangob and Kalamatan Inferred Mineral Resource Estimate > 0.4% Copper Inferred Prospect Oxidation Tonnes Cu (%) Au (ppm) Cu (t) Au (oz) Maangob oxide - - transitional 55,000 0.46 fresh 1,917,000 0.52 1,972,000 0.52 oxide - - transitional 560,000 0.44 fresh 613,000 1,173,000 0.43 0.43 Sub Total Kalamatan Sub Total Tagpura West oxide 100,000 0.47 transitional 466,000 0.44 fresh 1,322,000 0.44 Sub Total 1,888,000 0.44 Tagpura East oxide 169,000 0.64 transitional 1,395,000 0.92 fresh 2,390,000 0.81 Sub Total Grand Total 3,954,000 0.84 8,987,000 0.63 - 0.06 0.08 0.08 - 0.22 0.24 0.23 0.06 0.07 0.09 0.08 0.20 0.33 0.29 0.30 0.2 - 200 10,000 10,200 - 2,500 2,600 5,100 500 2,000 5,800 8,300 1,100 - 100 4,900 5,000 - 3,900 4,700 8,600 200 1,100 3,800 5,100 1,100 12,800 14,800 19,400 22,300 33,300 38,200 56,900 56,900 Kopore Metals Limited 72 ANNUAL REPORT 2018 | KOPORE METALS LIMITED 75 ANNUAL MINERAL RESOURCE STATEMENT ANNUAL MINERAL RESOURCE STATEMENT Competent Persons Statements The information in this Annual Report that relates to exploration results is based on information compiled by Mr David Catterall, a Competent Person and a member of a Recognised Professional Organisations (ROPO). David is engaged by Kopore as a consultant Exploration Manager. David Catterall has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC 2012). David Catterall is a member of the South African Council for Natural Scientific Professions, a recognised professional organisation. David Catterall consents to the inclusion in this report of the matters based on his information in the form and context in which it appears and to this Annual Mineral Resource Statement as a whole. The information in this Annual Report that relates to Mineral Resources was prepared and first disclosed under the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ (“JORC Code”) 2004 Edition and has not been updated since to comply with the JORC Code 2012 Edition on the basis that the information has not materially changed since it was last reported. It was previously released to ASX on 10 October 2012 and was titled “New Copper Gold Discovery at Comval”. The Company is not aware of any new information or data that materially affects the information as previously released on 10 October 2012 and all material assumptions and technical parameters underpinning the estimates continue to apply and have not materially changed. The Mineral Resource released on 10 October 2012 was prepared by Mr Chris Black, a consultant engaged by Cube Consulting, who is a Member of The Australasian Institute of Geoscientists. Chris Black has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Mineral Resources and Ore Reserves”. Chris Black consents to the inclusion in the report of the matters based on their information in the form and context in which it appears. Cube Consulting is an independent Perth based resource consulting firm specialising in geological modelling, resource estimation and Information Technology. Kopore Metals Limited 76 KOPORE METALS LIMITED | ANNUAL REPORT 2018 73 ANNUAL MINERAL RESOURCE STATEMENT  ANNUAL REPORT 2018 | KOPORE METALS LIMITED 77 Suite 3, Level 2 470 Collins Street MELBOURNE VIC 3000 Telephone: (03) 9867 7199 Facsimile: (03) 9867 8587 KOPOREMETALS.COM 

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