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
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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
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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
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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
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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
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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
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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
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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
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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