ABN 42 000 837 472 T R O P E R L A U N N A 9 1 0 2 2019 Annual Report Akara personnel supporting the community through the ongoing maintenance of local drinking water systems. www.kingsgate.com.au 1 Contents T R O P E R L A U N N A 9 1 0 2 Contents Chairman’s Review ...................................................... Operations Report Chatree Gold Mine .................................................................. Projects Report Nueva Esperanza ................................................................... Ore Reserves and Mineral Resources .......................... Competent Persons Statement .................................... 2 4 6 8 9 Directors’ Report ........................................................... 10 15 Remuneration Report .............................................................. Auditor’s Independence Declaration ............................. 23 Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income ................................. Consolidated Statement of Financial Position .......................... Consolidated Statement of Changes in Equity ........................ Consolidated Statement of Cash Flows .................................. 24 25 26 27 Notes to the Financial Statements ............................... 28 Directors’ Declaration .................................................. 57 Independent Auditor’s Report ........................................ 58 Shareholder Information ............................................... 64 Corporate Information ................................................... 65 2 Chairman’s Review Chairman’s Review Glacial speed was a term I found myself saying a few times last year and thankfully the glacier has sped up a little since then. I’m referring of course to the settlement of the Political Risk Insurance Policy in March this year that we had in place at the time of the unlawful closure of the Chatree Gold Mine by the Thai Government in 2016. www.kingsgate.com.au While I fought hard to maximise the outcome for the Company during the settlement of this matter, it was unfortunate that the insurance companies could read too and realised that our cash position was not ideal. Importantly, we are now corporate debt free and the insurers have joined with us in TAFTA which confirms Kingsgate’s long held view that we have a very strong case if we go to arbitration over Chatree. I must say the final result of a deal worth more than A$81 million is nothing to sneeze at, and it’s given us the resources and the resolve to continue to fight to recover the lost value of the Chatree closure via arbitral proceedings that have commenced under the Australia-Thailand Free Trade Agreement (“TAFTA”). As I have indicated before, I am restrained in terms of what I can say publicly in relation to TAFTA, but I can tell you that we are very well prepared for the arbitral proceedings in November this year. These proceedings are scheduled between 18 and 29 November in Hong Kong, if there is no amicable commercial settlement prior. This brings me to my next point; Kingsgate has always maintained good communication lines with the Thai Government. Following the March 2019 general election in Thailand a new Cabinet was appointed in July 2019. Kingsgate welcomed comments made by the newly appointed Minister of Industry, Mr Suriya Jungrungruangkit, who in a series of media interviews in July 2019, indicated that he is willing to meet with Kingsgate and look to negotiate a solution for the Chatree Gold Mine. Kingsgate still is and has always maintained that it remains open to a negotiated outcome with the Thai Government. So let’s see what happens over the coming months as the glacier is picking up speed. That brings me to Nueva Esperanza. Your Board took the decision last year to appoint a Corporate Adviser to advise and assist in the sale of the Project. The reason for initiating the sale was to clear our debt, fund the fight to recover lost value for Chatree and provide working capital. With the payment of the Political Risk Insurance monies, Kingsgate now has the luxury of being able to carefully and methodically consider its strategy around the Nueva Esperanza Project in Chile, which may include further development, joint venture opportunities or sale. The “Ban Di Nam Khun Group Sewing Project” a local socio-economic development project supported by Akara Resources. i w e v e R s ’ n a m r i a h C 3 Chairman’s Review I must say the recent surge in both the gold and silver prices has made this project all the more interesting. Even with the Political Risk Insurance monies in hand, your Company needs to conserve cash until we can restore lost value for the Chatree Gold Mine, so we are continuing to cut overheads even further. In the past year I, along with your Board, have implemented the following cost saving measures: 〉〉 the ongoing rationalisation of superfluous land and equipment at Chatree; 〉〉 〉〉 〉〉 the relocation to a smaller more cost effective corporate office in Sydney; the review and cancellation of a number of corporate services that are no longer required; and a further reduction in staff numbers in Chile, Sydney and Thailand, including some senior management redundancies. Your Company runs on a very small staffing complement at present. In that regard, I would like to sincerely thank all shareholders for your ongoing support during the year. There has been much comment in the media of late concerning the growing tendency for corporate chiefs to publicly advocate for political correctness and social engineering. There has been a call for those of us who disagree to be heard. There are always many stakeholders in any corporate situation, but the number one must always be the shareholders. Too much of this pontificating has the potential to be detrimental to shareholders. It is about time the silent majority stood up and be counted and let these social engineers know that the populace is sick and tired of being told how to think and live. For the record, we do not believe the world is facing a climate catastrophe or that “climate change” is an existential threat. We also do not advocate a change to our country’s constitution. Further, the only effect on your Company from so-called “climate change” is the disgraceful increase in energy prices caused by successive governments’ inept handling of an arguably non-existent problem. I would like to thank all the management and personnel of Kingsgate, Akara, and Nueva Esperanza for their efforts during another difficult year. Your support is always appreciated. I firmly believe 2020 could be a transformational year for your Company, as we may hopefully see a positive resolution to our situation in Thailand. I also believe the worst is behind us, we have survived a litany of hardships and emerged stronger and more determined each time. Thank you for your loyalty, I know it’s been a white knuckle ride at times but each day we get closer to being able to reward you for staying with us. Ross Smyth-Kirk Executive Chairman Akara Resources’ Corporate Communications and Public Relations team with Executive Chairman, Ross Smyth-Kirk in Pichit, Thailand. 4 Operations Report Operations Report Chatree Gold Mine Thailand Summary Akara Resources Public Company Limited (“Akara”), a subsidiary of Kingsgate, ceased operating the Chatree Gold Mine on 31 December 2016 in accordance with the closure order by the Thai Government. Chatree was placed on Care and Maintenance effective 1 January 2017. Approximately 25 full time staff remain at the Chatree Gold Mine to manage the ongoing Care and Maintenance and rehabilitation works. At mine closure, approximately US$7.1 million of gold and silver inventory in the form of high-grade sludge remained at the Chatree site. Akara is still working towards having the sludge released for sale. However, there can be no guarantee that this will occur. Chatree Closure Remedies Political Risk Insurance (“PRI”) In October 2017, Kingsgate commenced proceedings in the New South Wales Supreme Court against Zurich Insurance Australia Ltd, and other named insurers, under a Political Risk Insurance Policy that was held by the Company when the Thai Government unlawfully expro- priated the Chatree Gold Mine in May 2016. On 27 March 2018, Kingsgate engaged in the confidential Court-ordered mediation of its claim against Zurich Australia Limited, and other named insurers for recovery under its Political Risk Insurance Policy. The dispute was not settled during the course of the mediation. In March 2019, Kingsgate settled its Political Risk Insurance proceedings for more than A$81 million. The settlement consisted of: www.kingsgate.com.au 〉〉 〉〉 〉〉 a cash payment of US$55 million (A$76.3 million) received by Kingsgate on 11 April 2019; a requirement for the Insurers to contribute up to US$3.5 million of future costs towards the TAFTA Arbitration. The Insurers funding contribution will be paid on a pro-rata basis with Kingsgate; and a sharing arrangement between Kingsgate and the Insurers for future distributions of TAFTA Claim proceeds. The Insurers are only entitled to the amount of their original financial contribution including interest – Kingsgate will retain any TAFTA Claim proceeds in excess of that contribution. 5 Operations Report t r o p e R s n o i t a r e p O Australia – Thailand Free Trade Agreement (“TAFTA”) On 2 November 2017, Kingsgate commenced arbitral proceedings against the Kingdom of Thailand under TAFTA, in order to recover the substantial losses that it has suffered, and continues to suffer, as a result of the unlawful expropriation of the Chatree Mine by the Thai Government. The TAFTA Tribunal has adopted a Procedural Calendar which provides that the merits of the TAFTA Claim will be heard between 18 November and 29 November 2019. However, the Tribunal has also ordered that the proceedings are to be kept confidential, except where disclosure is required to fulfil a legal duty. The Kingsgate Board considers that the Company’s prospects of successfully prose- cuting its claim against Thailand are excellent, but remains committed to seeking a negotiated settlement of the investment dispute with the Kingdom of Thailand. Kingsgate has appointed the leading interna- tional law firm Clifford Chance to represent it for its claim under TAFTA. There can be no guarantee that Kingsgate will be successful with its claim. Thai Media Reports In March 2019, Thailand held a general election to appoint a new Government. During the election campaign, one of Kingsgate’s ASX releases was used by a political party for campaign purposes. The effect of this was that Kingsgate’s claim against the Kingdom of Thailand received a large amount of attention from both the media and general public. So much so that one Twitter post in relation to the case was re-tweeted more than 40,000 times. This significantly raised the profile of the matter across the country. It also led to many instances where it was reported that Kingsgate had already won the TAFTA case. While this is not correct and the hearings are scheduled for November 2019, Kingsgate would like to clarify that it remains politically neutral in Thailand. In addition, following the March election a new Cabinet was appointed in July 2019. Kingsgate welcomed comments made by the newly appointed Minister of Industry, Mr Suriya Jungrungruangkit, who in a series of media interviews in July 2019, indicated that he is willing to meet with Kingsgate/Akara Resources and look to negotiate a solution for the Chatree Gold Mine. Kingsgate still is and has always maintained that it remains open to a negotiated outcome with the Thai Government. Management would like to commend employees and contractors for their ongoing loyalty and commitment to Kingsgate throughout what has been another difficult year. Chatree Environment Department officers managing site rehabilitation: lawn mowing, water sample collection in accordance with DPIM regulations, and tree planting along the ridge of Tailings Storage Facility #2.Aerial view of the A Pit at the Chatree Gold Mine 6 Projects Report Projects Report Nueva Esperanza Gold/Silver Chile Summary Nueva Esperanza is a feasibility-stage development project in Chile with a resource base of approximately 1.9 million ounces gold equivalent 1. Kingsgate appointed a Corporate Adviser last year to assist in the sale of the Project. The reasons for the sale at the time was to clear corporate debt, fund the Company as it pursued restitution for the lost value of the Chatree Gold Mine, and to provide necessary working capital going forward. With the successful settlement in March 2019 of the Political Risk Insurance claim that Kingsgate had in place at the time the Chatree Gold Mine was unlawfully closed by the Thai Government in 2016, the Company now has time to carefully consider its options with respect to Nueva Esperanza. These options may include further development, joint venture opportunities or sale. Kingsgate made all non-essential staff redundant during the year to reduce ongoing holding costs of the Project. Permitting agencies on 29 June 2018. The Chilean regulatory agencies publicly confirmed their acceptance of the EIA for assessment in early August 2018. On 8 October 2018, the regional environmental authority (“SEA”) issued the first ICSARA (the consolidated request for clarifications, rectifications and / or extensions) and gave the Company three months (to 7 January 2019) to respond. In total there were 179 observations in ICSARA1 that required a response from the Company. On 13 December 2018, the Company requested an extension to these responses, which was granted to 31 July 2019, noting that the Company is entitled to one further extension if required. to lodge the remaining responses by 31 August 2019 to complete ICSARA1. The responses to ICSARA1 were submitted to Chilean regulatory authorities on 19 August 2019. Kingsgate is pleased to advise that the Environmental Impact Assessment (“EIA”) for Nueva Esperanza was completed on time and was submitted to the Chilean regulatory In early June 2019 and upon consultation with the Company’s environmental, hydrological and anthropological consultants, it was agreed that a further one month extension be sought Kingsgate will continue to work with its consultants and the relevant regulatory authorities to ensure the permitting process is successfully completed. 1. The resource base of 1.9 million ounces of gold equivalent is broken down as follows: Measured – 0.08 Moz, Indicated – 1.46 Moz and Inferred – 0.33 Moz. Gold Equivalent is based on the following: AuEq (g/t) = Au (g/t) + Ag (g/t) / 60. Calculated from prices of US$1,200/oz Au and US$19.00/oz Ag, and metallurgical recoveries of 80% Au and 84% Ag estimated from test work by Kingsgate (See ASX:KCN released titled ‘Kingsgate Mineral Resources and Ore Reserves 2018’ dated 27 September 2018). www.kingsgate.com.au 7 Projects Report t r o p e R s t c e o r P j 8 Ore Reserves and Mineral Resources Ore Reserves and Mineral Resources as at 30 June 2019 Chatree and Nueva Esperanza Ore Reserves Grade Contained Metal Source Chatree Nueva Esperanza Total Category Proved Probable Total Proved Probable Total Proved Probable Total Tonnes (Million) Gold (g/t) Silver (g/t) Au Equiv (g/t) Ag Equiv (g/t) Gold (M oz) Silver (M oz) Au Equiv (M oz) Ag Equiv (M oz) – – – – 17.1 17.1 – 17.1 17.1 – – – – 0.5 0.5 – 0.5 0.5 – – – – 87 87 – 87 87 – – – – 2.0 2.0 – 2.0 2.0 – – – – 117 117 – 117 117 – – – – 0.30 0.30 – 0.30 0.30 – – – – 47.8 47.8 – 47.8 47.8 – – – – 1.10 1.10 – 1.10 1.10 – – – – 64.3 64.3 – 64.3 64.3 Chatree and Nueva Esperanza Mineral Resources (inclusive of Ore Reserves) Source Chatree Nueva Esperanza Total Category Measured Indicated Inferred Total Measured Indicated Inferred Total Measured Indicated Inferred Grade Contained Metal Tonnes (Million) Gold (g/t) Silver (g/t) Au Equiv (g/t) Ag Equiv (g/t) Gold (M oz) Silver (M oz) Au Equiv (M oz) Ag Equiv (M oz) 73.2 49.8 40.6 163.6 1.6 27.2 10.6 39.4 74.8 77.0 51.2 0.69 0.64 0.59 0.65 0.01 0.46 0.3 0.39 0.68 0.58 0.53 0.60 6.20 5.58 4.50 5.59 93 73 43 66 8.06 29.4 12.5 17.3 0.74 0.68 0.62 0.69 1.56 1.67 1.0 1.48 0.76 1.03 0.70 0.85 100 93 85 94 94 100 60 89 100 95 80 93 1.63 1.02 0.77 3.42 0.0005 0.40 0.09 0.49 1.63 1.42 0.86 3.91 14.6 8.9 5.9 29.4 4.8 63.8 14.8 83.4 19.4 72.7 20.7 112.8 1.74 1.09 0.81 3.64 0.08 1.46 0.33 1.88 1.82 2.55 1.14 5.51 237 148 111 496 4.8 87.9 20.0 112.7 241 236 131 608 Total 203.0 www.kingsgate.com.au www.kingsgate.com.au 9 Ore Reserves and Mineral Resources Notes to the Ore Reserves and Mineral Resources Tables on page 8: (1) Rounding of figures causes some numbers to not add correctly. (2) (3) Nueva Esperanza Equivalent factors: Silver Equivalent: AgEq (g/t) = Ag (g/t) + Au (g/t) x 60. Gold Equivalent: AuEq (g/t) = Au (g/t) + Ag (g/t) / 60. Calculated from prices of US$1200/oz Au and US$19.00/oz Ag, and metallurgical recoveries of 80% Au and 84% Ag estimated from test work by Kingsgate. Chatree Equivalent factors: Gold Equivalent: AuEq/t = Au (g/t) + Ag (g/t) /136. Silver Equivalent: AgEq g/t = Au (g/t) x 136 + Ag g/t. Calculated from prices of US$1200/oz Au and US$19.00/oz Ag and metallurgical recoveries of 83.3% Au and 38.7% Ag based on metallurgical testwork and plant performance. (4) (5) (6) (7) Cut-off grades for Resources are: Chatree 0.30 g/t Au, Nueva Esperanza 0.5g/t AuEq. Nueva Esperanza Reserves are based on a floating cut-off grade method. In this method each Resource block is subjected to a series of estimates to generate revenue and cost fields that are used to determine a breakeven cut-off grade. It is in the Company’s opinion that all the elements included in the metal equivalent calculations have a reasonable potential to be recovered. Please refer to ASX:KCN release published 14 April 2016 titled, “Nueva Esperanza Pre-Feasibility Study Confirms Kingsgate Growth Strategy” for details on Mineral Resources, Ore Reserves and JORC 2012 Table 1. s e c r u o s e R d n a s e v r e s e R Chatree Ore Reserves (with a Metallurgical Licence granted) The table below shows what the Chatree Reserve would be if the Metallurgical Licence was granted in the future. Grade Contained Metal Source Chatree Category Proved Probable Total Tonnes (Million) 26.1 9.3 35.4 Gold (g/t) 0.77 0.80 0.78 Silver (g/t) Au Equiv (g/t) Ag Equiv (g/t) Gold (M oz) Silver (M oz) Au Equiv (M oz) Ag Equiv (M oz) 6.70 7.04 6.79 0.82 0.85 0.83 102 116 106 0.65 0.24 0.89 6.2 2.1 8.3 0.70 0.25 0.95 95 34.6 130 Notes to the Chatree Ore Reserves Table above: (1) For the material in the table above to become a JORC 2012 Ore Reserve, the Thai Department of Primary Industries and Mines need to grant the Chatree Gold Mine a Metallurgical Licence. (2) The information in the table above is not currently an Ore Reserve under JORC reporting requirements. Competent Persons Statement The information relating to Nueva Esperanza Ore Reserves is extracted from an ASX announcement by Kingsgate titled ‘Nueva Esperanza Pre-Feasibility Study’ published 14 April 2016. The information relating to Nueva Esperanza Mineral Resources is extracted from an ASX announcement by Kingsgate titled ‘Nueva Esperanza Mineral Resource Update’ published 14 April 2016. Previous announcements referred to in this report are available to view on Kingsgate’s public website (www.kingsgate.com.au). The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement, and in the case of estimates of Mineral Resources or Ore Reserves that all material assumptions and technical parameters underpinning the estimates in the relevant market announcements continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially altered from the original announcements. The information in this report that relates to Nueva Esperanza and Chatree Mineral Resources is based on information compiled by Ron James, who is a consultant geologist to the Kingsgate Group. Ron James is a member of The Australasian Institute of Mining and Metallurgy, and qualifies as a Competent Person. Mr James 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 Mineral Resources and Ore Reserves.’ Mr James has consented to the public reporting of these statements and the inclusion of the material in the form and context in which it appears. 10 Directors’ Report Your Directors’ present their report on the Group consisting of Kingsgate Consolidated Limited and the entities it controlled at the end of, or during the year ended 30 June 2019. Directors The following persons were directors of Kingsgate Consolidated Limited during the year ended 30 June 2019 and up to the date of this report, except where noted otherwise: 〉〉 Ross Smyth-Kirk 〉〉 Peter Alexander 〉〉 Peter Warren 〉〉 Sharon Skeggs* Executive Chairman Non-Executive Director Non-Executive Director Non-Executive Director Principal activities The principal activities of Kingsgate Consolidated Limited during the reporting period was the successful settlement of Political Risk Insurance proceedings for more than A$81 million, and the continuation of a process to monetise the Nueva Esperanza Gold/Silver Project (“Nueva Esperanza”) in Chile. In addition, the Company continued to progress its claim with respect to the arbitral proceedings against the Kingdom of Thailand under the Australia-Thailand Free Trade Agreement at the same time continuing its rehabilitation obligation and maintaining and keep the project in good standing. * Sharon Skeggs resigned as a Non-Executive Director on 17 December 2018. Dividends 〉〉 No final dividend was declared for the year ended 30 June 2018 (30 June 2017: nil). 〉〉 No interim dividend was declared for the year ended 30 June 2019 (30 June 2018: nil). Review of operations and results Operational Performance Kingsgate is a gold and silver mining, development and exploration company based in Sydney, Australia. Kingsgate owns the Chatree Gold Mine (“Chatree”) in Thailand. In addition, the Company has an advanced development project; Nueva Esperanza, in the highly prospective Maricunga Gold/Silver Belt in Chile. Chatree: Akara Resources Public Company Limited (“Akara”), a subsidiary of Kingsgate, ceased operating the Chatree Gold Mine on 31 December 2016 in accordance with the closure order by the Thai Government. Chatree was placed on Care and Maintenance effective 1 January 2017. Approximately 25 full time staff remain at the Chatree Gold Mine to manage the ongoing Care and Maintenance and rehabilitation works. At mine closure, approximately US$7.1 million of gold and silver inventory in the form of high-grade sludge remained at the Chatree site. Akara is still working towards having the sludge released for sale. However, there can be no guarantee that this will occur. Chatree Closure Remedies Political Risk Insurance (“PRI”): In October 2017, Kingsgate commenced proceedings in the New South Wales Supreme Court against Zurich Insurance Australia Ltd, and other named insurers, under a Political Risk Insurance Policy that was held by the Company when the Thai Government unlawfully expropriated the Chatree Gold Mine in May 2016. On 27 March 2018, Kingsgate engaged in the confidential Court-ordered mediation of its claim against Zurich Australia Limited, and other named insurers for recovery under its Political Risk Insurance Policy. The dispute was not settled during the course of the mediation. In March 2019, Kingsgate settled its Political Risk Insurance proceedings for more than A$81 million. The settlement consisted of: 〉〉 a cash payment of US$55 million (A$76.3 million) received by Kingsgate on 11 April 2019; 〉〉 〉〉 a requirement for the Insurers to contribute up to US$3.5 million of future costs towards the TAFTA (“Australia Thailand Free Trade Agreement”) Arbitration. The Insurers funding contribution will be paid on a pro-rata basis with Kingsgate; and a sharing arrangement between Kingsgate and the Insurers for future distributions of TAFTA Claim proceeds. The Insurers are only entitled to the amount of their original financial contribution including interest – Kingsgate will retain any TAFTA Claim proceeds in excess of that contribution. Australia – Thailand Free Trade Agreement (“TAFTA”): On 2 November 2017, Kingsgate commenced arbitral proceedings against the Kingdom of Thailand under the Australia- Thailand Free Trade Agreement, in order to recover the substantial losses that it has suffered, and continues to suffer, as a result of the unlawful expropriation of the Chatree Mine by the Thai Government. The TAFTA Tribunal has adopted a Procedural Calendar which provides that the merits of the TAFTA Claim will be heard between 18 November and 29 November 2019. However, the Tribunal has also ordered that the proceedings are to be kept confidential, except where disclosure is required to fulfil a legal duty. Directors’ Reportwww.kingsgate.com.au 11 Nueva Esperanza Nueva Esperanza is a feasibility-stage development project in Chile with a resource base of approximately 1.9 million ounces gold equivalent1. Kingsgate has appointed a corporate advisor to advise and assist it in identifying advantageous options to monetise the Project. This may include further devel- opment, joint venture opportunities or sale. Work on the Project permitting process continued during the year, and overheads were substantially reduced which included the rationalisation of non-essential staff. Cost Savings Measures Your Directors remain acutely aware of the need to preserve cash from the successful Political Risk Insurance settlement, which includes further cost reductions while work continues to prosecute the TAFTA claim. An independent corporate review undertaken during the year identified further cost cutting opportunities, and the following measures have been implemented: 〉〉 the relocation to a smaller more cost effective corporate office in Sydney; 〉〉 〉〉 the review and cancellation of a number of corporate services that are no longer required; a further reduction in staff numbers both in Chile, Sydney and Thailand, including redundancies of senior management that took effect in Sydney at the end of August 2018; and 〉〉 deferral of the payment of Board fees. Financing At the end of June 2019, Kingsgate’s Group Cash totalled A$42.1 million excluding approximately US$7.1 million of gold and silver inventory in the form of high grade sludge secured at the Chatree mine site which has not been recognised on the statement of financial position of the Group at balance sheet date. On 29 August 2017, Kingsgate executed a A$15.0 million Standby Loan Facility (“SLF”) with Investec Australia Finance Pty Limited (“Investec”). The Company drew down the SLF in full on 2 May 2018, in order to ensure continuing funding of its activities. The SLF was on normal commercial terms for a loan of this nature, and includes a utilisation fee under the SLF which has been satisfied by the issuance of 2,641,003 Kingsgate shares. (See ASX:KCN “Appendix 3B – Issue of Shares” dated 7 May 2018). Investec agreed to increase the SLF limit from A$15 million to A$20 million on 19 October 2018, and from A$20 million to A$22 million on 15 February 2019. At the end of March 2019, Investec had extended the SLF by a further A$750,000, of which Kingsgate drew down A$400,000. Kingsgate repaid the SLF in full (A$22.4million) on 12 April, following the receipt of funds from the Political Risk Insurers. Kingsgate is now corporate debt free. The Kingsgate Board considers that the Company’s prospects of successfully prose- cuting its claim against Thailand are excellent, but remains committed to seeking a negotiated settlement of the investment dispute with the Kingdom of Thailand. Kingsgate has appointed the leading interna- tional law firm Clifford Chance to represent it for its claim under TAFTA. There can be no guarantee that Kingsgate will be successful with its claim. Thai Media Reports In March this year, Thailand held a general election to appoint a new Government. During the election campaign, one of Kingsgate’s ASX releases was used by a political party for campaign purposes. The effect of this was that Kingsgate’s claim against the Kingdom of Thailand received a large amount of attention from both the media and general public. So much so that one Twitter post in relation to the case was re-tweeted more than 40,000 times. This significantly raised the profile of the matter across the country. It also led to many instances where it was reported that Kingsgate had already won the TAFTA case. While this is not correct and the hearings are scheduled for November this year, Kingsgate would like to clarify that it remains politically neutral in Thailand. In addition, following the March election a new Cabinet has recently been appointed. Kingsgate welcomed comments made by the newly appointed Minister of Industry, Mr Suriya Jungrungruangkit, who in a series of media inter- views on the 23rd and 24th July 2019, indicated that he is willing to meet with Kingsgate/Akara Resources and look to negotiate a solution for the Chatree Gold Mine. Kingsgate still is and has always maintained that it remains open to a negotiated outcome with the Thai Government. 1. The resource base of 1.9 million ounces of gold equivalent is broken down as follows: Measured – 0.08 Moz, Indicated – 1.46 Moz and Inferred – 0.33 Moz. Gold Equivalent is based on the following: AuEq (g/t) = Au (g/t) + Ag (g/t) / 60. Calculated from prices of US$1,200/oz Au and US$19.00/oz Ag, and metallurgical recoveries of 80% Au and 84% Ag estimated from test work by Kingsgate (See ASX:KCN released titled “Kingsgate Mineral Resources and Ore Reserves 2018” dated 27 September 2018). continuedu Directors’ ReportDirectors' Report 12 Financial results Net profit/(loss) after tax ($’000) EBITDA ($’000) Dividends paid (Cash & DRP) ($’000) Share price 30 June ($) Basic earnings/(loss) per share (Cents) Diluted earnings/(loss) per share (Cents) 2019 8,375 15,958 – 0.245 3.70 3.70 2018 (76,722) (71,706) – 0.28 (34.26) (34.26) 2017 7,088 63,042 – 0.20 3.17 3.17 2016 2015 (229,451) (147,643) 39,864 69,458 – *0.41 (102.6) (102.6) – 0.70 (66.0) (66.0) * Price at 10 May 2016 as shares were suspended from 13 May 2016 to 16 October 2016. EBITDA before significant items The pre-tax profit for the Group before significant items was $8.4 million compared to a loss of $76.7 million in the previous year. EBITDA before significant items was negative $26.9 million (2018: negative $29.1 million). Significant items are detailed below. Profit/(loss) after income tax Income tax expense Profit/(loss) before income tax Significant item Settlement of Political Risk Insurance claim Impairment losses – Nueva Esperanza Loss before tax and significant item Net finance costs Depreciation and amortisation EBITDA before significant items EBITDA before significant items is a financial measure which is not prescribed by International Financial Reporting Standards (“IFRS”) and repre- sents the profit under IFRS adjusted for specific significant items. The table above summarises key items between statutory profit/(loss) after income tax and EBITDA before significant items. The EBITDA before significant items has not been subject to any specific auditor review procedures by our auditor but has been extracted from the accompanying preliminary final report. 2019 $’000 8,375 – 8,375 (76,319) 33,436 (34,508) 6,983 600 2018 $’000 (76,722) – (76,722) – 42,652 (34,070) 3,189 1,827 Material Business Risks The material business risks that may have an impact on the operating and financial prospects of the Group are: Mineral resources and ore reserves Ore reserves and mineral resources are estimates. These estimates are substantially based on interpretations of geological data obtained from drill holes and other sampling techniques. Actual mineralisation or geological conditions may be different from those predicted and as a consequence there is a risk that any part, or all of the mineral resources, will not be converted into reserves. (26,925) (29,054) Market price fluctuations of gold and silver as well as increased production and capital costs, may render ore reserves unprofitable to develop at a particular site for periods of time. Mining risks and insurance risks These risks and hazards could result in significant costs or delays that could have a material adverse impact on the Group’s financial performance and position. The Group maintains insurance to cover some of these risks and hazards at levels that are believed to be appropriate for the circumstances surrounding each identified risk. However, there remains the possibility that the level of insurance may not provide sufficient coverage for losses related to specific loss events. Directors’ Reportwww.kingsgate.com.au 13 Community relations The Group has established community relations functions that have developed a community engagement framework, including a set of principles, policies and procedures designed to provide a structured and consistent approach to community activities. A failure to appropriately manage local community stakeholder expectations may lead to disruptions in the Group’s activities. Risk management The Group manage the risks listed above, and other day-to-day risks through an established management framework. The Group has policies in place to manage risk in the areas of health and safety, environment and equal employment opportunity. Management and the Board regularly review the risk portfolio of the business and the effectiveness of the Group’s management of those risks. Significant change in the state of affairs There were no significant changes in the state of affairs of the Group that occurred during the financial year not otherwise disclosed in this report or the consolidated financial statements. Matters subsequent to the end of the financial year No matter or circumstance has arisen since 30 June 2019 that has significantly affected, or may significantly affect: 〉〉 the Group’s operations in future financial periods; 〉〉 〉〉 the results of those operations in future financial periods; or the Group’s state of affairs in future financial periods. Likely developments and expected results Kingsgate continues to prosecute its claim under the Australia-Thailand Free Trade Agreement (“TAFTA”) as it remains committed to negotiations with the Thai Government for both restitution of the Chatree Gold Mine and associated compensation. On 2 November 2017, Kingsgate commenced arbitral proceedings against the Kingdom of Thailand under TAFTA, in order to recover the substantial losses that it has suffered, and continues to suffer, as a result of the unlawful expropriation of the Chatree Mine by the Thai Government. The TAFTA Tribunal has adopted a Procedural Calendar which provides that the merits of the TAFTA Claim will be heard between 18 November and 29 November 2019. However, the Tribunal has also ordered that the proceedings are to be kept confidential, except where disclosure is required to fulfil a legal duty. The Kingsgate Board considers that the Company’s prospects of successfully prose- cuting its claim against Thailand are excellent, but remains committed to seeking a negotiated settlement of the investment dispute with the Kingdom of Thailand. Environmental laws The Group is subject to various environmental laws in respect to its activities in Thailand and Chile. For the year ended 30 June 2019, the Group has operated within all applicable environmental laws and regulations. Reliance on contractors Some aspects of Kingsgate’s activities are conducted by contractors. As a result, the Group’s business performance is impacted upon by the availability and performance of contractors and the associated risks. Maintaining title The Group’s activities are subject to obtaining and maintaining the necessary titles, authorisa- tions, permits and licences, and associated land access arrangements with the local community, which authorise those activities under the relevant law (“Authorisations”). There can be no guarantee that the Group will be able to successfully obtain and maintain relevant Authorisations to support its activities, or that renewal of existing Authorisations will be granted in a timely manner or on terms acceptable to the Group. Authorisations held by or granted to the Group may also be subject to challenge by third parties which, if successful, could impact on Kingsgate’s exploration, development and/or mining activities. Political, economic, social and security risks Kingsgate’s activities are subject to the political, economic, social and other risks and uncertainties in the jurisdictions in which those activities are undertaken. As evidenced by the decision by the Thai Government that the Chatree Gold Mine must cease operation by 31 December 2016, there can be no certainty as to what changes, if any, will be made to relevant laws in the jurisdictions where the Company has current interests, or other jurisdictions where the Company may have interest in the future, or the impact that relevant changes may have on Kingsgate’s ability to own and operate its mining and related interests and to otherwise conduct its business in those jurisdictions. Environmental, health and safety regulations The Group’s activities are subject to extensive laws and regulations. Delays in obtaining, or failure to obtain government permits and approvals may adversely affect the Group. continuedu Directors’ ReportDirectors' Report 14 Directors’ meetings The number of meetings of the Company’s Board of Directors and of each Board Committee held during the year ended 30 June 2019, and the number of meetings attended by each Director were: Directors Ross Smyth-Kirk Peter Alexander Peter Warren Sharon Skeggs* Board Meetings A 7 7 7 4 B 7 7 7 4 Meetings of Committees Audit Nomination Remuneration A 3 1 3 2 B 3 1 3 2 A 3 1 3 1 B 3 1 3 1 A 1 1 1 – B 1 1 1 – A B Number of meetings attended. Number of meetings held during the time the Director held office or was a member of the committee during the year. industry. He was Company Secretary and Chief Financial Officer for Equatorial Mining Limited and of the Australian subsidiaries of the Swiss based Alusuisse Group and has held various financial and accounting positions for Peabody Resources and Hamersley Iron. Mr Warren is a Director of Kingsgate’s wholly owned subsidiary, Akara Resources Public Company Limited. Responsibilities Chairman of the Audit Committee and member of the Nomination and Remuneration Committees. Ross Coyle BA, FCPA, FGIA Company Secretary Ross Coyle is a CPA with over 37 years’ experience in the resources sector. He joined Kingsgate in March 2011 and was reappointed on a contractual and temporary basis Company Secretary on 24 December 2018, having previously served in this office from September 2011 to November 2014 and December 2015 to August 2018. Information on Directors/ Company Secretary Peter Alexander Ass. Appl. Geol Ross Smyth-Kirk B Com, CPA, F Fin Executive Chairman Ross Smyth-Kirk was a founding Director of the former leading investment management company, Clayton Robard Management Limited and has had extensive experience over a number of years in investment management including a close involvement with the minerals and mining sectors. He has been a Director of a number of companies over the past 39 years in Australia and the United Kingdom. Mr Smyth-Kirk was previously Chairman of the Australian Jockey Club Limited and retired in May 2013 as a Director of Argent Minerals Limited. Mr Smyth-Kirk is Chairman of Kingsgate’s wholly owned subsidiary, Akara Resources Public Company Limited. Responsibilities Chairman of the Board, member of the Audit Committee, Chairman of the Nomination and Remuneration Committees. Non-Executive Director Peter Alexander has had 46 years’ experience in the Australian and offshore mining and exploration industry. He was Managing Director of Dominion Mining Limited for 10 years prior to his retirement in January 2008. Mr Alexander was appointed a Non-Executive Director of Dominion Mining Limited in February 2008 and resigned on 21 February 2011. Mr Alexander was a Non-Executive Director of ASX listed Doray Minerals Ltd prior to the merger with Silver Lake Resources and is now a Non-Executive Director of Silver Lake Resources. He has previously been Non-Executive Chairman of Doray Minerals Limited and ASX listed Caravel Minerals. Responsibilities Member of the Audit, Nomination and Remuneration Committees. Peter Warren B Com, CPA Non-Executive Director Peter Warren was Chief Financial Officer and Company Secretary of Kingsgate Consolidated Limited for six years up until his retirement in 2011. He is a CPA of over 41 years standing, with an extensive involvement in the resources * Sharon Skeggs resigned as a Non-Executive Director on 17 December 2018. Directors’ Reportwww.kingsgate.com.au 15 Remuneration Report Introduction This Remuneration Report forms part of the Directors’ Report. It outlines the Remuneration Policy and framework applied by the Company as well as details of the remuneration paid to Key Management Personnel (“KMP”). KMP are defined as those persons having the authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including Directors and executive management. The information provided in this report has been prepared in accordance with s300A and audited as required by section 308 (3c) of the Corporations Act 2001. The objective of the Company’s remuneration philosophy is to ensure that Directors and Executives are remunerated fairly and respon- sibly at a level that is competitive, reasonable and appropriate, in order to attract and retain suitably skilled and experienced people. Remuneration Policy The Remuneration Policy remains unchanged from last financial year. The Remuneration Policy has been designed to align the interests of shareholders, Directors, and employees. This is achieved by setting a framework to: 〉〉 help ensure an applicable balance of fixed and at-risk remuneration, with the at-risk component linking incentive and performance measures to both Group and individual performance; 〉〉 provide an appropriate reward for Directors and executive management to manage and lead the business successfully and to drive strong, long-term growth in line with the Company’s strategy and business objectives; 〉〉 〉〉 encourage executives to strive for superior performance; facilitate transparency and fairness in executive remuneration policy and practices; 〉〉 be competitive and cost effective in the current employment market; and 〉〉 contribute to appropriate attraction and retention strategies for Directors and executives. In consultation with external remuneration consultants, the Group has structured an executive remuneration framework that is market competitive and aligned with to the business strategy of the organisation. The framework is intended to provide a mix of fixed and variable remuneration, with a blend of short and long-term incentives as appropriate. As executives gain seniority within the Group, the balance of this mix shifts to a higher proportion of “at risk” rewards. Remuneration Governance Role of the Remuneration Committee The Remuneration Committee is a committee of the Board and has responsibility for setting policy for determining the nature and amount of emoluments of Board members and executives. The Committee makes recommendations to the Board concerning: 〉〉 Non-Executive Director fees; 〉〉 〉〉 〉〉 〉〉 remuneration level of Executive Directors and other KMP; the executive remuneration framework and operation of the incentive plan; key performance indicators and performance hurdles for the executive team; and the engagement of specialist external consultants to design or validate method- ology used by the Company to remunerate Directors and employees. In forming its recommendations the Committee takes into consideration the Group’s stage of development, remuneration in the industry and performance. The Corporate Governance Statement provides further information on the role of this committee. Remuneration consultants The Group engages the services of independent and specialist remuneration consultants from time to time. Under the Corporations Act 2001, remuneration consultants must be engaged by the Non-Executive Directors and reporting of any remuneration recommendations must be made directly to the Remuneration Committee. The Remuneration Committee engaged the services of Godfrey Remuneration Group Pty Ltd in the 2013/2014 financial year to review its remuneration practice revisions and to provide further validation in respect of both the executive short-term and long-term incentive plan design methodology and standards. These recommendations covered the remuneration of the Group’s Non-Executive Directors and KMP. Godfrey Remuneration Group Pty Ltd confirmed that the recommendations from that review were made free from undue influence by members of the Group’s KMP. The following arrangements were implemented by the Remuneration Committee to ensure that the remuneration recommendations were free from undue influence: 〉〉 Godfrey Remuneration Group Pty Ltd was engaged by, and reported directly to, the Chair of the Remuneration Committee. The agreement for the provision of remuneration consulting services was executed by the Chair of the Remuneration Committee under delegated authority on behalf of the Board; and 〉〉 any remuneration recommendations by Godfrey Remuneration Group Pty Ltd were made directly to the Chair of the Remuneration Committee. As a consequence, the Board is satisfied that the recommendations contained in the report were made free from undue influence from any members of the Group’s KMP at the time this review was completed. Executive Director and Key Management Personnel Remuneration The executive pay and reward framework is comprised of three components: 〉〉 fixed remuneration including superannuation; 〉〉 〉〉 short-term performance incentives; and long-term incentives through participation in the Kingsgate Employee Share Option Plan (“ESOP”). Fixed remuneration Total fixed remuneration (“TFR”) is structured as a total employment cost package, including base pay and superannuation. Base pay may be delivered as a mix of cash, statutory and salary sacrificed superannuation, and prescribed non-financial benefits at the executive’s discretion. Executives are offered a competitive base pay. Base pay for executives is reviewed annually to ensure their pay is competitive with the market. An executive’s pay is also reviewed on promotion. The Board annually reviews and determines the fixed remuneration for the CEO. The CEO does the same for his direct reports. The executive management group reviews and recommends fixed remuneration for other senior management, for the CEO’s approval. There are no guaranteed increases to fixed remuneration incorporated into any senior executives’ agreements. continuedu Directors’ ReportDirectors' Report 16 The following summarises the performance of the Group over the last five years: Revenue (‘000s) Net profit/(loss) after income tax (‘000s) EBITDA (‘000s) Share price at year end ($/share) Dividends paid (cent/share) KMP short term employee benefits (‘000s) * see page 19 for table outlining the short term employee benefits. 2019 – 8,375 15,958 0.245 Nil *901 2018 – (76,722) (71,706) 0.28 Nil *1,604 2017 176,119 7,088 63,042 0.20 Nil 2,099 2016 2015 253,328 (229,451) 39,864 0.41 Nil 2,358 313,162 (147,643) 69,458 0.70 Nil 3,425 Short-Term Incentives Linking current financial year earnings of executives to their performance and the performance of the Group is the key objective of our Short-Term Incentive (“STI”) Plan. The Remuneration Committee set key performance measures and indicators for the individual executives on an annual basis that reinforce the Group’s business plan and targets for the year. No short-term incentives were awarded during the financial year. The Board has discretion to issue cash bonuses to employees for individual performance outside the STI Plan. The structure of the STI Plan remains unchanged since 30 June 2016 and its key features are outlined in the table below: What is the STI Plan and who participates? The STI Plan is a potential annual reward for eligible Executive Key Management Personnel for achievement of predetermined individual Key Performance Indicators (“KPIs”) aligned to the achievement of business objectives for the assessment period (financial year commencing 1 July). How much can the executives earn under the STI Plan? Is there Board discretion in the payment of an STI benefit? Threshold – represents the minimum acceptable level of performance that needs to be achieved before any Individual Award would be payable in relation to that Performance Measure. Managing Director/CEO – up to 15% of TFR. COO & CFO – up to 12.5% of TFR. Other KMP – up to 10% of TFR. Target – represents a challenging but achievable level of performance relative to past and otherwise expected achievements. It will normally be the budget level for financial and other quantitative performance objectives. Managing Director/CEO – up to 30% of TFR. COO & CFO – up to 25% of TFR. Other KMP – up to 20% of TFR. Stretch (Maximum) – represents a clearly outstanding level of performance which is evident to all as a very high level of achievement. Managing Director/CEO – up to 60% of TFR. COO & CFO – up to 50% of TFR. Other KMP – up to 40% of TFR. (TFR – Total Fixed Remuneration) Yes, the plan provides for Board discretion in the approval of STI outcomes. What are the performance conditions? For KMP between 70–80% of potential STI weighting (dependent upon role) is assessed against specific predetermined KPIs by role with 20–30% being based on company performance indicators. How are performance targets set and assessed? Individual performance targets are set by the identification of key achievements required by role in order to meet business objectives determined for the upcoming assessment period in advance. The criteria for KMP are recommended by the Managing Director/CEO for sign off by the Remuneration Committee and in the case of the Managing Director/CEO, are recommended by the Chairman by sign off by the Remuneration Committee. The relative achievement at the end of the financial period is determined by the above authorities with final sign off by the Remuneration Committee after confirmation of financial results and individual/company performance against established criteria. The Remuneration Committee is responsible for assessing whether the KPIs are met. To assist in this assessment, the Committee receives detailed reports on performance from management which are verified by independent remuneration consultants if required. The Committee has the discretion to adjust STIs in light of unexpected or unintended circumstances. How is the STI delivered? STIs are paid in cash after the conclusion of the assessment period and confirmation of financial results/individual performance and subject to tax in accordance with prevailing Australian taxation laws. The STIs are then in effect paid and expensed in the financial year subsequent to the measurement year. What happens in the event of cessation of employment? Executives are required to be employed for the full 12 months of the assessment period before they are eligible to be considered to receive benefits from the STI Plan. Directors’ Reportwww.kingsgate.com.au 17 Long-Term Incentives The objectives of the LTI Plan are to retain key executives and to align an at-risk component of certain executives’ remuneration with shareholder returns. The previously operating Kingsgate Long-Term Incentive (“LTI”) plan, also referred to as the Executive Rights Plan, has been terminated. All outstanding Performance Rights and Deferred Rights vested on 1 July 2016 and the Performance Rights subsequently lapsed. The Executive Rights Plan was replaced by the Kingsgate Employee Share Option Plan (“ESOP”). The rules and terms and conditions of the ESOP have been independently reviewed. Under the terms of the ESOP long-term incentives can be provided to certain employees through the issue of options to acquire Kingsgate shares. Options are issued to employees to provide incentives for employees to deliver long-term shareholder returns. No executive was the recipient of options during the 2019 financial year. Key features of the ESOP LTI Plan are outlined in the following table: What is the LTI Plan and who participates? Kingsgate executives and other eligible employees can be granted options to acquire Kingsgate Consolidated Limited fully paid shares. In granting the options the Board takes into account such matters as the position of the eligible person, the role they play in the Company, their current level of fixed remuneration, the nature of the terms of employment and the contribution they make to the Group. What are the perfor- mance and vesting conditions? The period over which the options vest is at the discretion of the Board though in general it is 1–3 years. The executive and eligible employee must still be employed by the Company at vesting date. Is there a cost to participate? The options may at the discretion of the Board be issued for nil consideration and are granted in accordance with performance guidelines established by the Remuneration Committee and approved by the Board. What happens in the event of bonus shares, rights issues or other capital reconstructions? If between the grant date and the date of conversion of options into shares there are bonus shares, rights issues or other capital reconstructions that affect the value of Kingsgate Consolidated shares, the Board may, subject to the ASX Listing Rules make adjustments to the number of rights and/or the vesting entitlements to ensure that holders of rights are neither advantaged or disadvantaged by those changes. Directors and Key Management Personnel Except where noted, the named persons held their current positions for the whole of the year and up to the date of this report. Chairman Ross Smyth-Kirk Executive Chairman Non-Executive Directors Peter Alexander Non-Executive Director Peter Warren Non-Executive Director Sharon Skeggs Non-Executive Director – resigned 17 December 2018 Senior Executives Ross Coyle Chief Financial Officer and Company Secretary – 1 July 2018 to 31 August 2018 Reappointed on a contractual and temporary basis as Company Secretary on 24 December 2018 Jamie Gibson General Manager Corporate and External Relations – 1 July 2018 to 31 August 2018 Leonardo Hermosilla Vice President Project Development Chile – resigned 31 May 2019 Changes since the end of the reporting period There were no changes to Directors and Key Management Personnel since the end of the reporting period. continuedu Directors’ ReportDirectors' Report 18 Contract terms of the Executive Directors and Key Management Personnel Remuneration and other key terms of employment for the Senior Executives are summarised in the following table. Name Ross Smyth-Kirk Ross Coyle Jamie Gibson Leonardo Hermosilla Term of agreement Fixed annual remuneration including superannuation Notice period by Executive Notice period by the Company6 FY 20191 FY 20181 2$157,680 2$157,680 3$405,000 3$405,000 4$190,000 $190,000 7N/A 3 months 3 months 5CLP168,713,110 5CLP170,435,022 1 month Open Open Open Open 7N/A 6 months 6 months 1 month 1 2 3 4 5 6 7 Amount shown are annual salaries as at year end or date ceased employment with the Group. Amount shown includes a voluntary 10% reduction in fixed remuneration effective from 1 October 2013. Chief Financial Officer and Company Secretary – 1 July 2018 to 31 August 2018. A voluntary 10% reduction in fixed remuneration effective from 1 October 2015. General Manager Corporate and External Relations – 1 July 2018 to 31 August 2018. Chilean pesos. Resigned 31 May 2019. Notice period by the Company in respect of benefits payable in the event of an early termination only. Temporary role as Executive Chairman. Role reverts to Non-Executive Chairman at the discretion of the Board. Fixed annual remuneration, inclusive of the required superannuation contribution amount is reviewed annually by the Board following the end of the financial year. In the event of the completion of a takeover (relevant interest exceeds 50%) certain executives will receive a lump sum gross payment equal to between six to twelve months of the Total Remuneration Package. If within six months after the completion of the takeover the executive elects to terminate his employment or his employment is terminated by the Company the executive will not be entitled to any notice of termination or payment in lieu of notice. Non-Executive Directors Fees Non-Executive Directors are paid fixed fees for their services to the Company plus statutory superannuation contributions the Company is required by law to make on their behalf. Those fees are inclusive of any salary-sacrificed contribution to superannuation that a Non-Executive Director wishes to make. The level of Non-Executive Directors fees is set so as to attract the best candidates for the Board while maintaining a level commensurate with boards of similar size and type. The Board may also seek the advice of independent remuneration consultants, including survey data, to ensure Non-Executive Directors’ fees and payments are consistent with the current market. Non-Executive Directors’ base fees inclusive of committee membership but not including statutory superannuation are outlined as follows. Note that from the period 1 October 2013, all Non-Executive Directors fees were voluntarily reduced by 10% and this reduction is still in place as at the date of this report. Financial year ended 30 June 20191 $ Financial year ended 30 June 20181 $ – 270,000 270,000 – 270,000 270,000 Chairman Directors 1 On an annualised basis for all Directors. The aggregate remuneration of Non-Executive Directors is set by shareholders in general meeting in accordance with the Constitution of the Company, with individual Non-Executive Directors remuneration determined by the Board within the aggregate total. The aggregate amount of Non-Executive Directors’ fees approved by shareholders on 13 November 2008 is $1,000,000. Non-Executive Directors do not receive any additional fees for serving on committees of the Company. There are no retirement allowances for Non-Executive Directors. Directors’ Reportwww.kingsgate.com.au 19 Additional Statutory Disclosures Details of remuneration Details of the nature and amount of each major element of the remuneration of the Directors and the Group Key Management Personnel are set out in the following tables: Short-term benefits Long-term benefits Post-employment benefits Year ended 30 June 2019 Name Non-Executive Directors Peter Alexander Peter Warren Sharon Skeggs4 Sub-total Non-Executive Directors Compensation Executive Chairman Ross Smyth-Kirk Other KMPs Ross Coyle5 Jamie Gibson6 Leonardo Hermosilla7 Sub-total other KMP Compensation Cash salary and fees Cash bonus $ 90,000 90,000 41,576 221,576 $ – – – – 144,000 90,000 64,078 28,919 350,574 443,571 – – – – TOTAL 809,147 90,000 Other benefits2 $ Non- monetary benefits1 $ Other benefits2 $ Super- annuation Termination benefits3 $ $ Total $ – – – – – (4,489) 2,490 – (1,999) (1,999) – – – – 3,657 – – – – 3,657 – – – – – 16,785 (3,915) – 12,870 12,870 8,550 8,550 3,950 21,050 13,680 3,422 2,747 – – – – – – 301,273 123,296 126,575 98,550 98,550 45,526 242,626 251,337 381,069 153,537 477,149 6,169 551,144 1,011,755 40,899 551,144 1,505,718 1 2 3 4 5 6 7 Non-monetary benefits relate primarily to car parking. Represents annual leave (short term) and long service leave (long term) entitlements, measured on an accrual basis, and reflects the movement in the entitlements over the 12 month period. Benefits paid were in accordance with employment contract. Resigned 17 December 2018. Chief Financial Officer and Company Secretary from 1 July 2018 to 31 August 2018. General Manager Corporate and External Relations from 1 July 2018 to 31 August 2018. Resigned 31 May 2019. continuedu Directors’ ReportDirectors' Report 20 Year ended 30 June 2018 Name Non-Executive Directors Peter Alexander Peter Warren Sharon Skeggs Sub-total Non-Executive Directors Compensation Executive Chairman Ross Smyth-Kirk3 Other KMPs Ross Coyle Jamie Gibson Alistair Waddell3 Leonardo Hermosilla Sub-total other KMP Compensation TOTAL Short-term benefits Long-term benefits Post-employment Cash salary and fees Cash bonus $ $ Other benefits2 $ Non- monetary benefits1 $ Other benefits2 $ Super- annuation $ Options $ Total $ 90,000 90,000 90,000 270,000 144,000 380,000 173,516 260,978 353,108 1,311,602 1,581,602 – – – – – – – – – – – – – – – – 13,941 1,502 (8,958) 12,511 18,996 18,996 – – – – 3,657 – – – – 3,657 3,657 – – – – – 10,824 1,800 601 – 13,225 13,225 8,550 8,550 8,550 25,650 13,680 25,000 16,484 – – 55,164 80,814 – – – – – – – (104,013) – 98,550 98,550 98,550 295,650 161,337 429,765 193,302 148,608 365,619 (104,013) 1,298,631 (104,013) 1,594,281 1 Non-monetary benefits relate primarily to car parking. 2 Represents annual leave (short term) and long service leave (long term) entitlements, measured on an accrual basis, and reflects the movement in the entitlements over the 12 month period. Ceased employment 4 March 2018. 3 Directors’ Reportwww.kingsgate.com.au 21 The relative proportions of remuneration that are linked to performance and those that are fixed are as follows: Name Executive Director Ross Smyth-Kirk Other Key Management Personnel Ross Coyle Jamie Gibson Leonardo Hermosilla Share Holdings 2019 Executive Chairman Ross Smyth-Kirk Non-Executive Directors Peter Alexander Sharon Skeggs2 Peter Warren Other Key Management Personnel Ross Coyle3 Fixed remuneration 2019 STI/cash bonus 2019 At risk – LTI 2019 64% 100% 100% 100% 36% – – – – – – – Balance at start of year Other changes during the year1 Balance at year end 5,076,725 – 5,076,725 46,487 19,347 200,000 – (19,347) – 46,487 – 200,000 84,953 (84,953) – 1 Other changes during the year relates to departure from the Group. 2 3 Chief Financial Officer and Company Secretary from 1 July 2018 to 31 August 2018. Resigned 17 December 2018. Loans to Directors There were no loans made to Directors or other Key Management Personnel at any time during the year. Insurance of officers During the financial year, the Group paid premiums to insure Directors and Officers of the Group. The contracts include a prohibition on disclosure of the premium paid and nature of the liabilities covered under the policy. Directors’ interest in contracts No material contracts involving Directors’ interests were entered into since the end of the previous financial year or existed at the end of the financial year. continuedu Directors’ ReportDirectors' Report 22 Non-audit services Details of amounts paid or payable to the auditor for non-audit services provided during the year are detailed in Note 27: Auditors’ Remuneration. The Directors are satisfied that the provision of non-audit services during the period by the auditor is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are of the opinion that the services disclosed in Note 27: Auditors’ Remuneration to the financial statements do not compromise the external auditor’s independence, based on the Auditors’ representations and advice received from the Audit Committee, for the following reasons: 〉〉 all non-audit services have been reviewed to ensure they do not impact the integrity and objectivity of the auditor; and 〉〉 none of the services undermine the general principles relating to auditor independence as set out in Code of Conduct APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards. A copy of the Auditor’s Independence Declaration as required under section 307c of the Corporations Act 2001 is set out on page 23. Rounding of amounts The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 and in accordance with that instrument, amounts in the Directors’ Report and Financial Report are rounded to the nearest thousand dollars except where otherwise indicated. Auditors PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001. This report is made in accordance with a resolution of Directors. Ross Smyth-Kirk Director Sydney 30 August 2019 Directors’ Reportwww.kingsgate.com.au l n o i t a r a c e D e c n e d n e p e d n I s ’ r o t i d u A 23 Auditor’s Independence Declaration Auditor’s Independence Declaration Auditor’s Independence Declaration As lead auditor for the audit of Kingsgate Consolidated Limited for the year ended 30 June 2019, I declare that to the best of my knowledge and belief, there have been: (a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and (b) no contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Kingsgate Consolidated Limited and the entities it controlled during the period. Marc Upcroft Partner PricewaterhouseCoopers Sydney 30 August 2019 One International Towers Sydney, Watermans Quay, Barangaroo, GPO Box 2650, SYDNEY NSW 2001 T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au Level 11, 1PSQ, 169 Macquarie Street, Parramatta NSW 2150, PO Box 1155 Parramatta NSW 2124 T: +61 2 9659 2476, F: +61 2 8266 9999, www.pwc.com.au 24 Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended 30 June 2019 Exploration expenses Care and maintenance expenses Corporate and administration expenses Other income and expenses Foreign exchange losses Impairment losses – Nueva Esperanza Profit/(loss) before finance costs and income tax Finance income Finance costs Net finance costs Profit/(loss) before income tax Income tax expense Profit/(loss) after income tax Other comprehensive income Items that may be reclassified to profit and loss Exchange differences on translation of foreign operations (net of tax) Total other comprehensive income for the year Total comprehensive income/(loss) for the year Profit/(loss) attributable to: Owners of Kingsgate Consolidated Limited Total comprehensive income/(loss) attributable to: Owners of Kingsgate Consolidated Limited Note 2019 $’000 2018 $’000 5a 5b 31 5c 6 16a (6,233) (1,920) (15,976) 76,714 (3,791) (33,436) 15,358 51 (7,034) (6,983) 8,375 – 8,375 3,720 3,720 (10,091) (4,402) (16,117) (96) (175) (42,652) (73,533) 147 (3,336) (3,189) (76,722) – (76,722) 1,662 1,662 12,095 (75,060) 8,817 (76,722) 12,095 (75,060) Earnings per share Cents Cents Basic and diluted earnings/(loss) per share 28 3.70 (34.26) The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes. www.kingsgate.com.au www.kingsgate.com.au s t n e m e t a t S l i a c n a n F i Consolidated Statement of Financial Position As at 30 June 2019 Assets Current assets Cash and cash equivalents Receivables Other assets Total current assets Non-current assets Receivables Property, plant and equipment Exploration, evaluation and development Other assets Total non-current assets TOTAL ASSETS Liabilities Current liabilities Payables Borrowings Provisions Total current liabilities Non-current liabilities Payables Borrowings Provisions Total non-current liabilities TOTAL LIABILITIES NET ASSETS Equity Contributed equity Reserves Accumulated losses TOTAL EQUITY The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes. 25 Financial Statements Note 2019 $’000 2018 $’000 7 8 9 8 10 11 9 12 13 14 12 13 14 15 16a 16b 42,085 1,540 339 43,964 – 745 25,319 9,198 35,262 79,226 6,441 591 186 7,218 4,276 12,392 16,803 33,471 40,689 38,537 11,239 678 1,966 13,883 5,468 1,111 43,297 15,124 65,000 78,883 6,663 15,297 358 22,318 4,052 11,230 14,841 30,123 52,441 26,442 677,761 57,662 (696,886) 677,761 53,942 (705,261) 38,537 26,442 26 Financial Statements Consolidated Statement of Changes in Equity For the year ended 30 June 2019 Balance at 1 July 2017 Loss after income tax Total other comprehensive income for the year Total comprehensive income/(loss) for the year Transaction with owners in their capacity as owners: Movement in contributed equity Movement in share-based payment reserve Total transaction with owners Balance at 30 June 2018 Balance at 1 July 2018 Profit after income tax Total other comprehensive income for the year Total comprehensive income for the year Balance at 30 June 2019 Contributed equity $’000 Reserves $’000 Accumulated losses $’000 Total equity $’000 Note 677,015 – – – 746 – 746 52,384 – 1,662 1,662 – (104) (104) (628,539) (76,722) – 100,860 (76,722) 1,662 (76,722) (75,060) – – – 746 (104) 642 677,761 53,942 (705,261) 26,442 15 677,761 – – – 53,942 – 3,720 3,720 (705,261) 8,375 – 8,375 677,761 57,662 (696,886) 26,442 8,375 3,720 12,095 38,537 The above Consolidated Statement of Changes In Equity should be read in conjunction with the accompanying notes. www.kingsgate.com.au www.kingsgate.com.au Consolidated Statement of Cash Flows For the year ended 30 June 2019 Cash flows from operating activities Receipts from Political Risk Insurance claim Receipts from workers compensation insurance claim Payments to suppliers and employees Interest received Finance costs paid Income tax paid Net cash inflow/(outflow) from operating activities Cash flows from investing activities Payments for property, plant and equipment Refund of deposits Proceeds from sale of property, plant and equipment Proceeds from sale of Dominion Metals Pty Ltd Net cash inflow from investing activities Cash flows from financing activities Proceeds from borrowings, net of transaction costs Repayment of borrowings Payments for share issue costs Net cash (outflow)/inflow from financing activities Net increase/(decrease) in cash held Cash at the beginning of the year Effects of exchange rate on cash and cash equivalents Cash at the end of the year The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes. 27 Financial Statements Note 2019 $’000 2018 $’000 22 76,319 – (24,993) 51 (5,204) – 46,173 (8) 423 161 – 576 7,400 (23,156) – (15,756) 30,993 11,239 (147) 42,085 – 500 (26,943) 147 (2,483) – (28,779) (167) 2,930 72 365 3,200 16,132 (1,334) (4) 14,794 (10,785) 22,007 17 11,239 s t n e m e t a t S l i a c n a n F i 28 Notes to the Financial Statements for the year ended 30 June 2019 The Financial Report of Kingsgate Consolidated Limited (Kingsgate or the “Company”) for the year ended 30 June 2019 was authorised for issue in accordance with a resolution of Directors on 28 August 2019. Kingsgate is a Company limited by shares incor- porated in Australia whose shares are publicly traded on the Australian Securities Exchange using the ASX code KCN. The consolidated financial statements of the Company as at and for the year ended 30 June 2019 comprise the Company and its subsidiaries (together referred to as the “Group” and individually as “group entities”). A description of the nature of the Group’s operations and its principal activities is included in the Directors’ Report. 1. Basis of preparation The general purpose financial statements have been prepared on a going concern basis, which indicates continuity of business activities and the realisation of assets and settlement of liabilities in the normal course of business. The financial statements have been prepared in accordance with the Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. The Company is a for-profit entity for the purpose of preparing the financial statements. a. Compliance with IFRS The financial statements comply with International Financial Reporting Standards (“IFRS”) adopted by the International Accounting Standards Board (“IASB”). b. Historical cost convention The financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets and financial instruments (including derivative instruments) at fair value through profit or loss. c. Functional and presentation currency The financial statements of the Group entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated statements are presented in Australian dollars, which is the Company’s functional currency and presentation currency. d. Rounding of amounts The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/ Directors’ Reports) Instrument 2016/191 and in accordance with that instrument, amounts in the Directors’ Report and Financial Report are rounded to the nearest thousand dollars except where otherwise indicated. e. Critical accounting estimates The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3. f. New and amended standards adopted The Group has applied the following standards for first time in its annual reporting period commencing 1 July 2018: 〉〉 AASB 9 Financial Instruments 〉〉 AASB 15 Revenue from Contracts with Customers The adoption of these standards resulted in a change to the accounting policies but did not have any impact on the amounts recognised in prior periods and do not significantly affect the current or future periods. 2. Significant accounting policies The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented. a. Principles of consolidation (i) Business combinations Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that currently are exercisable. The consideration transferred for the acquisition of a subsidiary comprises the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred does not include amounts related to the settlement of a pre-existing relationship. Such amounts are generally recognised in profit or loss. Costs related to the acquisition other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred. Any contingent consideration payable is recognised at fair value at the acquisition date. Acquisitions of non-controlling interests are accounted for as transactions with owners in their capacity as owners and therefore no goodwill is recognised as a result of such transactions. The non-controlling interest in the acquiree is based on the fair value of the acquiree’s net identifiable assets. The adjustments to non-controlling interests are based on the proportionate amount of the net assets of the subsidiary. The acquisition of an asset or group of assets that is not a business is accounted for by allocating the cost of the transaction to the net identifiable assets and liabilities acquired based on their fair values. Notes to the Financial Statementswww.kingsgate.com.au 29 (ii) Subsidiaries Subsidiaries are entities controlled by the Group. The Group controls an entity when the Group is 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. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Group. Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests even if doing so causes the non-controlling interests to have a deficit balance. Intra-group balances and transactions, and any unrealised gains arising from intra-group transactions are eliminated in preparing the consolidated financial statements. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. b. Foreign currency translation Transactions and balances (i) Foreign currency transactions are translated into the respective functional currencies of the Group entities at exchange rates on the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit or loss; except when they are deferred in equity as qualifying cash flow hedges and qualifying net investment hedges or, are attributable to part of the net investment in a foreign operation. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. Translation differences on non-monetary assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss. Translation differences on non-monetary assets are included in the fair value reserve in equity. Exchange gains and losses which arise on balances between Group entities are taken to the foreign currency translation reserve where the intra-group balances are in substance part of the Group’s net investment. Where as a result of a change in circumstances, a previously designated intra-group balance is intended to be settled in the foreseeable future, the intra-group balance is no longer regarded as part of net investment. The exchange differences for such balance previously taken directly to the foreign currency translation reserves are recognised in the profit or loss. (ii) Foreign operations The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: 〉〉 the assets and liabilities of the foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated at the year-end exchange rate; 〉〉 the income and expenses of foreign opera- tions are translated at average exchange rates (unless this is not a reasonable approxi- mation of the cumulative effect of the rate prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and 〉〉 foreign currency differences are recognised in other comprehensive income, and presented in the foreign currency translation reserve. c. Revenue AASB 15 Revenue from Contracts with Customers has replaced the previous revenue recognition guidance including AASB 118 Revenue. The Group recognises revenue related to the transfer of goods or services when control of the goods or services passes to the customer. Income tax d. Income tax expense comprises current and deferred tax. Current tax and deferred tax is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income. Current tax is expected tax payable or receivable on the taxable income or loss for the year using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is provided using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the reporting date. A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred tax is not recognised for: 〉〉 temporary differences on the initial recog- nition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; 〉〉 temporary differences related to invest- ments in subsidiaries where the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and 〉〉 taxable temporary differences arising on the initial recognition of goodwill. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets and, they relate to income taxes levied by the same tax authority on the same taxable entity. Additional income tax expenses that arise from the distribution of cash dividends are recognised at the same time that the liability to pay the related dividend is recognised. Tax consolidation The Company and its wholly owned Australian resident entities formed a tax-consolidation group with effect from 1 July 2003 and are therefore taxed as a single entity from that date. The head entity within the tax-consolidation group is Kingsgate Consolidated Limited. Current tax expense or benefit, deferred tax assets and deferred tax liabilities arising from temporary differences of the members of the tax-consolidation group are recognised in the separate financial statements of the members of the tax-consolidation group using the “stand alone taxpayer” approach by reference to the carrying amounts in the separate financial statements of each entity and the tax values applying under tax consolidation. Current tax assets or liabilities and deferred tax assets arising from unused tax losses assumed by the head entity from the subsidiaries in the tax-consolidation group, are recognised as amounts receivable or payable to other entities in the tax-consolidation group in conjunction with any tax funding agreement amounts. continuedu Notes to the Financial StatementsNotes to the Financial Statements 30 The Company recognises deferred tax assets arising from unused tax losses of the tax-consolidation group to the extent that it is probable that future taxable profits of the tax-consolidation group will be available against which the asset can be utilised. Tax funding and sharing agreements The members of the tax-consolidation group have entered into a funding agreement that sets out the funding obligations of members of the tax-consolidation group in respect of tax amounts. The tax funding arrangements require payments to or from the head entity and any deferred tax asset assumed by the head entity, resulting in the head entity recognising an intra-group receivable or payable in the separate financial statements of the members of the tax-consolidation group equal in amount to the tax liability or asset assumed. The intra-group receivables or payables are at call. The head entity recognises the assumed current tax amounts as current tax liabilities or assets adding to its own current tax amounts, since they are also due to or from the same taxation authority. The current tax liabilities or assets are equivalent to the tax balances generated by external transactions entered into by the tax-consolidated group. The amounts receivable or payable under the tax funding agreement are due upon receipt of the funding advice from the head entity, which is issued as soon as practicable after the end of each financial year. The head entity may also require payment of interim funding amounts to assist with its obligations to pay tax instalments. The members of the tax-consolidation group have also entered into a tax sharing agreement. The tax sharing agreement provides for the determination of the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. No amounts have been recognised in the consolidated financial statements in respect of this agreement as payment of any amounts under the tax sharing agreement is considered remote. e. Leases Leases of property, plant and equipment where the Group as lessee has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease’s inception at the fair value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in other short-term and long-term payables. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases is depreciated over the asset’s useful life or over the shorter of the asset’s useful life and the lease term if there is no reasonable certainty that the Group will obtain ownership at the end of the lease term. Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group as lessee are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the profit or loss on a straight- line basis over the period of the lease. f. Divestment transaction costs Transaction costs directly relating to the partial divestment of an interest in a subsidiary are expensed as incurred in the year prior to the disposal where control is retained. Impairment of assets g. Assets other than goodwill and indefinite life intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the assets carrying amount exceeds it recoverable amount. The recoverable amount is the higher of an asset’s fair value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date. h. Cash and cash equivalents Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the statement of financial position. Trade and other receivables i. Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. Receivables are due for settlement no more than 90 days from the date of recognition. Collectability of trade and other receivables is reviewed on an ongoing basis. The Group applies the AASB 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade and other receivables. The amount of the impairment loss is recognised in the income statement within other expenses. When a trade and other 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 income statement. Inventories j. Raw materials and stores, work in progress and finished goods (including gold bullion), are stated at the lower of cost and net realisable value. Cost comprises direct materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity. Costs are assigned to individual items of inventory on the basis of weighted average costs. Costs of purchased inventory are determined after deducting rebates and discounts. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. Stockpiles represent ore that has been extracted and is available for further processing. If there is significant uncertainty as to whether the stockpiled ore will be processed it is expensed as incurred. Where the future processing of this ore can be predicted with confidence, e.g. because it exceeds the mine’s cut-off grade, it is valued at the lower of cost and net realisable value. If the ore will not be processed within the 12 months after the reporting date, it is included within non-current assets. Work in progress inventory includes ore stockpiles and other partly processed material. Quantities are assessed primarily through surveys and assays, and truck counts. Notes to the Financial Statementswww.kingsgate.com.au 31 k. Non-derivative financial assets Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than 12 months after the reporting date which are classified as non-current assets. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses. l. Derivative financial instruments Derivative financial instruments are used by the Group to protect against the Group’s Australian dollar gold price risk exposures. The Group does not apply hedge accounting and accordingly all fair value movements on derivative financial instruments are recognised in the profit or loss. Derivative financial instruments are stated at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognised in the income statement immediately. m. Property, plant and equipment Property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to the income statement during the reporting period in which they are incurred. Depreciation Depreciation and amortisation of mine buildings, plant, machinery and equipment is provided over the assessed life of the relevant mine or asset, whichever is the shorter. Depreciation and amortisation is determined on a units-of-production basis over the estimated recoverable reserves from the related area. In some circumstances, where conversion of resources into reserves is expected, some elements of resources may be included. For mine plant, machinery and equipment, which have an expected economic life shorter than the life of the mine, a straight line basis is adopted. The expected useful lives are as follows: 〉〉 mine buildings – the shorter of applicable mine life and 25 years; 〉〉 plant, machinery and equipment – the shorter of applicable mine life and 3–15 years depending on the nature of the asset. The estimated recoverable reserves and life of each mine and the remaining useful life of each class of asset are reassessed at least annually. Where there is a change in the reserves during the period, depreciation and amortisation rates are adjusted prospectively from the beginning of the reporting period. Major spares purchased specifically for a particular plant are capitalised and depreciated on the same basis as the plant to which they relate. Impairment An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (Note 2g). Derecognition An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. 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 item) is included in the profit or loss in the period the item is derecognised. n. Deferred stripping costs As part of its mining operations, the Group incurs stripping (waste removal) costs both during the development phase and production phase of its operations. Stripping costs incurred during the production phase are generally considered to create two benefits, being either the production of inventory in the period or improved access to the ore to be mined in the future. Where the benefits are realised in the form of inventory produced in the period, the production stripping costs are accounted for as part of the cost of producing those inventories. Where production stripping costs are incurred and the benefit is improved access to the ore to be mined in the future, the costs are recognised as a non-current asset, referred to as a “production stripping asset”, if the following criteria are all met: 〉〉 future economic benefits (being improved access to the ore body) associated with the stripping activity are probable; 〉〉 〉〉 the component of the ore body for which access has been improved can be accurately identified; and the costs associated with the stripping activity associated with that component can be reliably measured. The amount of stripping costs deferred is based on the ratio obtained by dividing the volume of waste mined by the volume of ore mined for each component of the mine. Stripping costs incurred in the period are deferred to the extent that the actual current period waste to ore ratio exceeds the life of component expected waste to ore (“life of component”) ratio. A component is defined as a specific volume of the ore body that is made more accessible by the stripping activity. An identified component of the ore body is typically a subset of the total ore body of the mine. It is considered that each mine may have several components, which are identified based on the mine plan. The mine plans and therefore the identification of specific components will vary between mines as a result of both the geological characteristics and location of the ore body. The financial considerations of the mining operations may also impact the identification and designation of a component. The identification of components is necessary for both the measurement of costs at the initial recognition of the production stripping asset, and the subsequent depreciation of the production stripping asset. The life of component ratio is a function of an individual mine’s design and therefore changes to that design will generally result in changes to the ratio. Changes in other technical or economic parameters that impact reserves will also have an impact on the life of component ratio even if they do not affect the mine’s design. Changes to the life of component ratio are accounted for prospectively from the date of change. The production stripping asset is initially measured at cost, which is the accumulation of costs directly incurred to perform the stripping activity that improves access to the identified component of ore. If incidental operations are occurring at the same time as the production stripping activity, but are not necessary for the production stripping activity to continue as planned, these costs are not included in the cost of the stripping activity asset. Notes to the Financial StatementsNotes to the Financial Statementscontinuedu 32 The production stripping asset is amortised over the expected useful life of the identified component of the ore body that is made more accessible by the activity, on a units of production basis. Economically recoverable reserves are used to determine the expected useful life of the identified component of the ore body. The production stripping asset is then carried at cost less accumulated amortisation and any impairment losses. The production stripping asset is included in “Exploration, Evaluation and Development”. These costs form part of the total investment in the relevant cash generating unit to which they relate, which is reviewed for impairment in accordance with the Group’s impairment accounting policy (Note 2g). o. Deferred mining services costs Provisions to the group of mining services by its contractor do not systematically align with the billing made by the contractor employed for these services. When there is a material difference between the provisions of the mining services and the amount paid for these services, a portion of the billing is deferred on the statement of financial position. These amounts are subsequently recognised in the profit or loss. Mining services are recognised in the profit or loss on a systematic basis based on bank cubic metres mined by the contractor. p. Exploration, evaluation and feasibility expenditure Exploration and evaluation expenditure Exploration and evaluation expenditure incurred by, or on behalf of the Group is accumulated separately for each area of interest. Such expenditure comprises direct costs and depre- ciation and does not include general overheads or administrative expenditure not having a specific nexus with a particular area of interest. Exploration expenditure for each area of interest is carried forward as an asset provided the rights to tenure of the area of interest are current and one of the following conditions is met: 〉〉 the exploration and evaluation expenditures are expected to be recouped through successful development and exploitation of the area of interest, or alternatively by its sale, or; 〉〉 exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant opera- tions in, or in relation to, the area of interest are continuing. Exploration expenditure is written off when it fails to meet at least one of the conditions outlined above or an area of interest is abandoned. The carrying value of exploration and evaluation assets is assessed in accordance with AASB 6 Exploration for and Evaluation of Mineral Resources and the Group’s impairment policy (Note 2g). Feasibility expenditure Feasibility expenditure represents costs related to the preparation and completion of a feasi- bility study to enable a development decision to be made in relation to an area of interest and capitalised as incurred. At the commencement of production; all past exploration, evaluation and feasibility expenditure in respect of an area of interest that has been capitalised is transferred to mine properties where it is amortised over the life of the area of interest to which it relates on a unit-of-production basis. q. Mine properties Mine properties represents the accumulated exploration, evaluation, land and development expenditure incurred by or on behalf of the Group in relation to areas of interest in which mining of a mineral resource has commenced. When further development expenditure is incurred in respect of a mine property after commencement of production, such expenditure is carried forward as part of the mine property only when substantial future economic benefits are thereby established. Otherwise, such expenditure is classified as part of the cost of production. Amortisation of costs is provided on the units-of-production method with separate calcu- lations being made for each component. The units-of-production basis results in an amorti- sation charge proportional to the depletion of the estimated recoverable reserves. In some circumstances, where conversion of resources into reserves is expected, some elements of resources may be included. Development and land expenditure still to be incurred in relation to the current recoverable reserves are included in the amortisation calculation. Where the life of the assets is shorter than the mine life, their costs are amortised based on the useful life of the assets. The estimated recoverable reserves and life of each mine and the remaining useful life of each class of asset are reassessed at least annually. Where there is a change in the reserves during a six month period, depreciation and amortisation rates are adjusted prospectively from the beginning of that reporting period. r. Trade and other payables Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. s. Borrowings 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 the 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 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 drawdown 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 and amortised over the period of the facility to which it relates. Preference shares which are mandatorily redeemable on a specific date are classified as liabilities. The dividends on these preference shares are recognised in the profit or loss as finance costs. 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 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 date. t. Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use. Where the funds used to finance a qualifying asset form part of general borrowings, the amount capitalised is calculated using a weighted average of rates applicable to the relevant borrowings during the period. Where funds borrowed are directly attributable to a qualifying asset, the amount capitalised represents the borrowing costs specific to those borrowings. Notes to the Financial Statementswww.kingsgate.com.au 33 Defined benefit plan The Company’s Thai subsidiary, Akara Resources Public Company Limited, have a defined benefit plan which is the amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation. All other borrowing costs are recognised as expenses in the period in which they are incurred. The unwinding of the effect of discounting on the rehabilitation provision is included within finance costs in the income statement. Costs incurred that relate to an existing condition caused by past operations, but do not have a future economic benefit are expensed as incurred. u. Provisions Provisions for legal claims are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the reporting date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as finance costs. v. Restoration and rehabilitation provision The estimated costs of decommissioning and removing an asset and restoring the site are included in the cost of the asset at the date the obligation first arises and to the extent that it is first recognised as a provision. This restoration asset is subsequently amortised on a units-of- production basis. The corresponding provision of an amount equivalent to the restoration asset created is reviewed at the end of each reporting period. The provision is measured at the best estimate of present obligation at the end of the reporting period based on current legal and other requirements and technology, discounted where material using national government bond rates at the reporting date with terms to maturity and currencies that match, as closely as possible, the estimated future cash outflows. Where there is a change in the expected restoration, rehabilitation or decommissioning costs, an adjustment is recoded against the carrying value of the provision and any related restoration asset, and the effects are recognised in the income statement on a prospective basis over the remaining life of the operation. w. Employee benefits Retirement benefit (i) Wages and salaries, annual leave and sick leave Liabilities for wages and salaries (including non-monetary benefits and annual leave) expected to be settled within 12 months of the reporting date are recognised in provisions for employee benefits in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for sick leave are recognised when the leave is taken and are measured at the rates paid or payable. (ii) Long service leave and severance pay The liability for long service leave and severance pay is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to the expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur. (iii) Cash bonuses Cash bonuses are expensed in the income statement at reporting date. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the Directors or employees and the obligation can be estimated reliably. (iv) Retirement benefit obligations Defined contribution plan Contributions to defined contribution superan- nuation plans are recognised as an expense in the income statement as they become payable. Under labour laws applicable in Thailand, employees completing 120 days of service are entitled to severance pay on termination or retrenchment without cause or upon retirement age of 60. The severance pay will be at the rate according to number of years of service as stipulated in the Labor Law which is currently at a maximum rate of 300 days of final salary. The liability recognised in the statement of financial position in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting period, together with adjustments for unrecognised past-service costs. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using market yield of government bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise. Past-service costs are recognised immediately in profit or loss, unless the changes to the pension plan are conditional on the employees remaining in service for a specified period of time (the vesting period). In this case, the past-service costs are amortised on a straight-line basis over the vesting period. Other long-term benefits – Gold The Company’s Thai subsidiary, Akara Resources Public Company Limited, has a policy to give gold to employees who have worked for the Company for 10 years, 15 years and 20 years, in the amounts of Baht 0.5, Baht 1 and Baht 1.5 respectively. The liability recognised in the statement of financial position in respect of other long-term benefit plan is the present value of the other long-term benefit obligation at the end of the reporting period, together with adjustments for unrecognised past-service costs. The other long-term benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value Notes to the Financial StatementsNotes to the Financial Statementscontinuedu 34 w. Employee benefits continued of the other long-term benefit obligation is determined by discounting the estimated future cash outflows using market yield of government bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to the statement of comprehensive income in the period in which they arise. Past-service costs are recognised immediately in profit or loss. (v) Share-based payment transactions The Group provides benefits to employees (including Directors) in the form of share-based payments, whereby employees render services in exchange for shares or rights over shares (“equity settled transactions”). The fair value of these equity settled transac- tions is recognised as an employee benefit expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the employees become unconditionally entitled. The fair value at grant date is determined using a pricing model that takes into account the exercise price, the term, the share price at the grant date, the expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate. Upon the exercise of the equity settled reward, the related balance of the share-based payments reserve is transferred to share capital. x. Dividends Dividends are recognised as a liability in the period in which they are declared. y. Earnings per share (i) Basic earnings per share Basic earnings per share is calculated by dividing: 〉〉 the profit attributable to owners of the Company, excluding any costs of servicing equity other than ordinary shares; and 〉〉 by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year and excluding treasury shares. (ii) Diluted earnings per share Diluted earnings per share adjust the figures used in the determination of basic earnings per share to take into account: 〉〉 the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares; and 〉〉 by the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. z. Contributed equity Issued ordinary share capital is classified as equity and is recognised at the fair value of the consideration received by the Group. Incremental costs directly attributable to the issue of shares and share options are recognised as a deduction, net of tax from the proceeds. aa. Goods and services tax (GST) Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from or payable to, the taxation authority is included with other receivables or payables in the statement of financial position. Cash flows are presented on a gross basis. The GST components of the cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. bb. Operating and segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors. Segment results that are reported to the Board of Directors include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. The operating segments are disclosed in Note 4. cc. New accounting standards and interpretations The Group has not elected to early adopt any new standards, amendments or interpretations that are issued but are not yet effective. Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2019 reporting periods and have not yet been applied in the financial statements. The Group’s assessment of the impact of these new standards and interpretations is set out below: AASB 16: Leases This Standard sets out the principles for the recognition, measurement, presentation and disclosure of leases. The objective is to ensure that lessees and lessors provide relevant information in a manner that faithfully represents those transactions. This information gives a basis for users of financial statements to assess the effect that leases have on the financial position, financial performance and cash flows of an entity. The Group does not expect the adoption of this standard to have a significant impact as the Group does not expect to have any material lease contracts in place on the application date of this Standard. The application date for the Group is 1 July 2019. dd. Parent entity financial information The financial information for the parent entity Kingsgate Consolidated Limited, disclosed in Note 29 has been prepared on the same basis as the consolidated financial statements except as set out below: Investments in subsidiaries Investments in subsidiaries are accounted for at cost in the financial statements of Kingsgate. Share-based payments The issue by the Company of equity instru- ments to extinguish liabilities of a subsidiary undertaking in the Group is treated as a capital contribution to that subsidiary undertaking. ee. Rounding of amounts The Company is of a kind referred to in ASIC Legislative Instrument 2016/191, relating to the ‘rounding off’ of amounts in the financial statements. Amounts in the financial state- ments have been rounded off in accordance with the instrument to the nearest thousand dollars, or in certain cases, the nearest dollar. Notes to the Financial Statementswww.kingsgate.com.au 35 have been received since the Group commenced the sale process for this asset. The Group also considered the financial model that was prepared for the Project. This model is subject to variability in key assumptions including, but not limited to, gold and silver prices, currency exchange rates, discount rates, production profiles and operating and capital costs. A change in one or more of the assumptions used to estimate the recoverable amounts would result in a change in the CGU’s recoverable amounts. For further details regarding the impairment testing refer to Note 31. 3. Critical accounting estimates, assumptions and judgements Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectation of future events that may have a financial impact on the Group and that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. Actual results may differ from these estimates under different assumptions and conditions. The estimates and assumptions that could materially affect the financial position and results are discussed below: (i) Uncertainty in relation to Chatree Gold Mine assets and liabilities As noted in the Directors’ Report, following a decision made by the Thai Government, the Chatree Gold Mine ceased operations on 31 December 2016 when it was placed on Care and Maintenance effective 1 January 2017. In preparing the consolidated financial state- ments of the Group all mine related assets of the Chatree Gold Mine have been written down to nil value (an impairment charge of $227,564,000 was recorded against the Group’s carrying value of Chatree Gold Mine assets in the year ended 30 June 2016). In respect of rehabilitation liabilities, during the financial year ending 30 June 2017, the Group revised its previous estimates and reduced its total rehabilitation liability to approximately $16,766,000. This was based on management’s rehabilitation plan which is a revision from the initial plan submitted to the Thai Authorities in 2007. Management still believes the revised plan will be commercially viable, cost effective and will meet all obligations in the context of the early mine closure that has been imposed on the Group with the overall objective to leave the site in a safe and stable condition that is consistent with the surrounding physical environment, be of benefit to the local community, and not require significant ongoing maintenance. The future of the Chatree Gold Mine remains unclear and there is a significant uncertainty around the carrying values of assets and liabilities. The ultimate impact on the Group’s financial position will depend on the sale of plant and equipment and non-strategic land and property and outcomes from discussions with the Thai Government, including: 〉〉 agreeing a rehabilitation plan, costing and timing in the context of the early mine closure; 〉〉 potential re-opening of the mine if permitted by the Thai Government; and 〉〉 pursuing available legal and other avenues for compensation including action for damages against the Thai Government. The Group has considered the status of its discussions with the Thai Government and the status of its legal process against the Thai Government and has concluded that the position adopted for financial reporting purposes and described above reflects a prudent approach in respect of its assets and liabilities including potential contingent assets and liabilities. At balance sheet date, the Group has considered that it was not appropriate to record a reversal of any impairment previously recognised. (ii) Restoration and rehabilitation provision Significant estimates and assumptions are required in determining the provision for mine rehabilitation as there are many transactions and other factors that will affect the ultimate liability payable to rehabilitate the mine sites. Factors that will affect this liability include changes in technology, changes in regulations, price increases, changes in timing of cash flows which are based on life of mine plans and changes in discount rates. When these factors change or become known in the future, such differences will impact the mine rehabilitation provision in the period in which they change or become known. As noted above, the provision that has been recorded by the Group is based on a rehabilitation plan which is a revision from the initial plan submitted to the Thai Authorities in 2007. This plan takes into account the premature closure of the mine by the Thai Government. Considering the Group’s current legal dispute with the Thai Government, the Group has not been able to have meaningful discussions with the relevant Thai Authorities to determine if the restoration plan prepared by the Group will be approved. The restoration plan and estimated costs cannot effectively be finalised until after the Group’s legal dispute with the Thai Government is settled. (iii) Impairment of non-current assets, determination of recoverable amounts for exploration, evaluation and development assets – Nueva Esperanza Significant judgements and assumptions are required in making estimates of the recoverable amounts. This is particularly so in the assessment of long life assets such as for the Nueva Esperanza Gold/Silver Project in Chile. In developing the estimated recoverable amount for the Project, the Group has considered the results of the sale process and the offers that Notes to the Financial StatementsNotes to the Financial Statementscontinuedu 36 4. Segment information The Group’s operating segments are based on the internal management reports that are reviewed and used by the Board of Directors (chief operating decision maker). The operating segments represent the Group’s mine under care and maintenance and project and include the following: 〉〉 Chatree Gold Mine, Thailand; and 〉〉 Nueva Esperanza Gold/Silver Project, Chile. Information regarding the results of each reportable segment is included as follows: 2019 Other income Total segment income Segment EBITDA Depreciation and amortisation Impairment losses – Nueva Esperanza (Note 31) Segment result Finance income Finance costs Net finance costs Profit before tax Other segment information Segment assets Segment liabilities Net assets/(liabilities) 2018 Other income Total segment revenue Segment EBITDA Depreciation and amortisation Impairment losses – Nueva Esperanza Segment result (Operating EBIT) Finance income Finance costs Net finance costs Loss before tax Other segment information Segment assets Segment liabilities Net assets/(liabilities) 1 2 includes foreign exchange loss of $3,791,000 for the Group. includes foreign exchange loss of $175,000 for the Group. Care and Maintenance Chatree $’000 Nueva Esperanza $’000 Corporate $’000 228 228 (1,922) (475) – 19 19 (6,134) (80) (33,436) 76,467 76,467 57,4501 (45) – Total $’000 76,714 76,714 49,394 (600) (33,436) (2,397) (39,650) 57,405 15,358 51 (7,034) (6,983) 8,375 79,226 (40,689) 38,537 151 151 (29,054) (1,827) (42,652) 2,272 (30,829) (28,557) 33,352 (6,137) 27,215 43,602 (3,723) 39,879 – – 64 64 (10,091) – (42,652) (15,307)2 (236) – 87 87 (3,656) (1,591) – (5,247) (52,743) (15,543) (73,533) 147 (3,336) (3,189) (76,722) 78,883 (52,441) 26,442 3,293 (27,845) (24,552) 63,675 (5,965) 57,710 11,915 (18,631) (6,716) Notes to the Financial Statementswww.kingsgate.com.au 37 2019 $’000 2018 $’000 7,215 8,636 125 15,976 76,319 161 – 234 76,714 7,812 8,069 236 16,117 – (112) (135) 151 (96) 5. Revenue and expenses a) Corporate and administration expenses Administration Statutory and professional fees* Depreciation Total corporate and administration expenses b) Other income and expenses Settlement of Political Risk Insurance claim* Net gain/(loss) on sale of fixed assets Loss on sale of Dominion Metals Pty Ltd Other revenue Total other income and expenses * Settlement of Political Risk Insurance claim In October 2017, Kingsgate commenced proceedings in the New South Wales Supreme Court against Zurich Insurance Australia Ltd, and other named insurers, under a Political Risk Insurance Policy that was held by the Company when the Thai Government unlawfully expropriated the Chatree Gold Mine in May 2016. Kingsgate settled its Political Risk Insurance proceedings in March 2019. The settlement consisted of: 〉〉 〉〉 〉〉 a cash payment of US$55,000,000 (A$76,319,000) received on 11 April 2019; a requirement for the Insurers to contribute up to US$3,500,000 of future costs towards the Australia Thailand Free Trade Agreement (TAFTA) Arbitration. The Insurers funding contribution will be paid on a pro-rata basis with Kingsgate; and a sharing arrangement between Kingsgate and the Insurers for future distributions of TAFTA Claim proceeds. The Insurers are only entitled to the amount of their original financial contribution including interest – Kingsgate keeps any TAFTA Claim proceeds in excess of that contribution. Legal expenditure amounting to $1,154,000 and related reimbursement receivable under the settlement agreement have been presented on a net basis in the statement of profit and loss and other comprehensive income. c) Finance costs Interest and finance charges Borrowing costs and amortisation of deferred borrowing costs Total finance costs d) Depreciation and amortisation Property, plant and equipment Total depreciation and amortisation expenses Included in: Care and maintenance expenses Corporate depreciation e) Employee benefits expenses Included in: Care and maintenance expenses Corporate and administration expenses Total employee benefits expenses 2019 $’000 2018 $’000 5,210 1,824 7,034 600 600 475 125 714 3,218 3,932 2,834 502 3,336 1,827 1,827 1,591 236 665 3,395 4,060 Notes to the Financial StatementsNotes to the Financial Statementscontinuedu 38 5. Revenue and expenses continued f) Other items Operating lease rentals Total other items g) Significant items Settlement of Political Risk Insurance claim (see Note 5b) Impairment losses - Nueva Esperanza (see Note 31) Total significant items 6. Income tax a) Income tax expense Current tax Deferred tax Total income tax expense Deferred tax expense included in income tax expense comprises: Increase in deferred tax assets Increase in deferred tax liabilities Deferred tax b) Numerical reconciliation of income tax expense to prima facie tax payable Profit/(loss) before income tax Tax at Australian rate of 30% Tax effect of amounts not deductible/assessable in calculating taxable income Non-deductible expenses Non-deductible interest expense to preference shareholders Non-assessable receipts from settlement of Political Risk Insurance claim Share-based payment remuneration Impairment losses - Nueva Esperanza Tax losses not brought to account Income tax expense c) Tax recognised in other comprehensive income Foreign exchange losses recognised directly in foreign currency translation reserves Total tax recognised in other comprehensive income d) Deferred tax liabilities offset Deferred tax assets amounting to $15,985,000 (2018: $11,149,000) have been offset against deferred tax liabilities. 2019 $’000 2018 $’000 337 337 76,319 (33,436) (42,883) 351 351 – 42,652 42,652 2019 $’000 2018 $’000 – – – (4,836) 4,836 – – – – (2,968) 2,968 – 8,375 2,512 (76,722) (23,017) 2,478 623 (22,896) – 10,031 7,252 – – – 855 633 – 31 12,796 8,702 – – – Notes to the Financial Statementswww.kingsgate.com.au 39 2019 $’000 2018 $’000 295,649 26,050 1,278 322,977 193,520 303,662 22,886 1,278 327,826 195,517 e) Unrecognised deferred tax assets and tax liabilities Tax losses – Australian entities Tax losses – other entities Temporary difference Subtotal Unrecognised deferred tax assets 1 Amount excludes potential deductible temporary differences in respect of Akara relating to impairment charge recognised in previous year. It is not probable that there will be sufficient future assessable income available against which this deferred tax asset could be utilised. f) Tax consolidation group Kingsgate Consolidated Limited and its wholly owned Australian subsidiary have implemented the tax consolidation legislation as of 1 July 2003. The accounting policy in relation to this legislation is set out in Note 2d. On adoption of the tax consolidation legislation, the entities in the tax-consolidation group entered into a tax sharing agreement which, in the opinion of the Directors, limits the joint and several liabilities of the wholly owned entities in the case of default by the head entity, Kingsgate Consolidated Limited. The entities have also entered into a tax funding agreement under which the wholly owned entities fully compensate Kingsgate for any current tax payable assumed and are compensated for any current tax receivable and deferred assets relating to the unused tax losses or unused tax credits that are transferred to Kingsgate under the tax legislation. The funding amounts are determined by reference to the amounts recognised in the wholly owned entities’ financial statements. The amount receivable/payable under the tax funding agreement are due upon receipt of the funding advice from the head entity, which is issued as soon as practicable after the end of each financial year. The head entity may also require payment of interim funding amounts to assist with its obligations to pay tax instalments. g) Recognised deferred tax assets and liabilities 2019 $’000 2018 $’000 2019 $’000 2018 $’000 2019 $’000 2018 $’000 Assets Liabilities Net Deferred tax assets/(liabilities) Employee benefits Unrealised exchange (gains)/losses Other items Financial assets Tax losses Total deferred tax assets/(liabilities) Set off tax Net deferred tax assets/(liabilities) Deferred tax assets/(liabilities) expected to be recovered within 12 months Deferred tax assets/(liabilities) expected to be recovered after more than 12 months Total deferred tax assets/(liabilities) 54 7,477 491 321 7,642 15,985 (15,985 ) – – 94 5,354 210 321 5,170 11,149 (11,149) – – – (15,985) – – – (15,985) 15,985 – – – (11,149) – – – (11,149) 11,149 – – 15,985 15,985 11,149 11,149 (15,985) (15,985) (11,149) (11,149) 54 (8,508) 491 321 7,642 94 (5,795) 210 321 5,170 – – – – – – – – – – – – Notes to the Financial StatementsNotes to the Financial Statementscontinuedu 40 h) Movement in deferred tax balances 2019 Deferred tax assets/(liabilities): Employee benefits Unrealised exchange losses Other items Financial assets Tax losses Net deferred tax assets/(liabilities) 2018 Deferred tax assets/(liabilities): Employee benefits Unrealised exchange losses Other items Financial assets Tax losses Net deferred tax assets/(liabilities) 7. Cash and cash equivalents Cash on hand Deposits at call Total cash and cash equivalents Balance at 1 July $’000 Recognised in profit or loss $’000 Balance at 30 June $’000 94 (5,795) 210 321 5,170 – 91 (4,183) 255 321 3,516 – (40) (2,713) 281 – 2,472 – 3 (1,612) (45) – 1,654 – 2019 $’000 9 42,076 42,085 54 (8,508) 491 321 7,642 – 94 (5,795) 210 321 5,170 – 2018 $’000 8 11,231 11,239 Cash on hand Deposits at call Risk exposure These are petty cash balances held by subsidiaries. These deposits are at call, interest bearing and may be accessed daily. The Group’s exposure to interest rate risk and a sensitivity analysis for financial assets and liabilities are disclosed in Note 25. 8. Receivables Current Other debtors Total receivables – current Non-current Other debtors Total receivables – non-current Other debtors Risk exposure Other debtors mainly relate to reimbursement receivable under the Political Risk Insurance settlement agreement (see Note 5b) and GST/ VAT receivables. The Group’s exposure to credit and currency risks are disclosed in Note 25. 2019 $’000 2018 $’000 1,540 1,540 – – 678 678 5,468 5,468 Notes to the Financial Statementswww.kingsgate.com.au 41 2019 $’000 2018 $’000 274 65 339 8,702 496 9,198 760 1,206 1,966 15,124 – 15,124 9. Other assets Current Prepayments Other deposits Total other assets – current Non-current Prepayments Other deposits Total other assets – non-current Prepayments Non-current prepayments include prepaid royalties and water rights in respect of the Nueva Esperanza Gold/Silver Project in Chile. 10. Property, plant and equipment At 30 June 2018 Cost Accumulated depreciation and amortisation Accumulated impairment Net book amount Year ended 30 June Opening net book amount Additions Disposals Depreciation and amortisation expense Foreign currency differences Closing net book amount At 30 June 2019 Cost Accumulated depreciation and amortisation Accumulated impairment Net book amount 2019 $’000 2018 $’000 261,544 (76,173) (184,260) 244,466 (57,609) (184,260) 1,111 2,597 1,111 8 – (600) 226 745 2,597 167 (184) (1,827) 358 1,111 296,346 (111,341) (184,260) 261,544 (76,173) (184,260) 745 1,111 Notes to the Financial StatementsNotes to the Financial Statementscontinuedu 42 11. Exploration, evaluation and development Exploration & evaluation $’000 Feasibility expenditure $’000 Mine properties $’000 Total $’000 At 30 June 2017 Cost Accumulated depreciation and amortisation Accumulated impairment Net book amount Year ended 30 June 2018 Opening net book amount Impairment losses – Nueva Esperanza (see Note 31) Disposal Foreign currency exchange differences Closing net book amount At 30 June 2018 Cost Accumulated depreciation and amortisation Accumulated impairment Net book amount Year ended 30 June 2019 Opening net book amount Impairment losses – Nueva Esperanza (see Note 31) Foreign currency exchange differences Closing net book amount At 30 June 2019 Cost Accumulated depreciation and amortisation Accumulated impairment Net book amount 39,991 – (39,991) – – – – – – 39,991 – (39,991) – – – – – 157,670 – (74,694) 82,976 82,976 (42,652) (19) 2,146 42,451 85,103 – (42,652) 42,451 42,451 (20,440) 2,347 24,358 332,953 (42,291) (289,871) 530,614 (42,291) (404,556) 791 83,767 791 – – 55 846 83,767 (42,652) (19) 2,201 43,297 356,631 (65,914) (289,871) 481,725 (65,914) (372,514) 846 43,297 846 – 115 961 43,297 (20,440) 2,462 25,319 39,991 – (39,991) 87,449 – (63,091) 404,898 (114,066) (289,871) 532,338 (114,066) (392,953) – 24,358 961 25,319 Notes to the Financial Statementswww.kingsgate.com.au 12. Payables Current Trade payables Other payables and accruals Total payables – current Non-current Other payables Total payables – non-current 43 2019 $’000 2018 $’000 2,364 4,077 6,441 4,276 4,276 2,267 4,396 6,663 4,052 4,052 The Group’s exposure to currency and liquidity risk related to trade and other payables is disclosed in Note 25. 13. Borrowings This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings. For more information about the Group’s exposure to interest rate and liquidity risk, see Note 25. Current Secured bank loans Finance lease liabilities Other loan Total borrowings – current Non-current Finance lease liabilities Preference shares in controlled entity Total borrowings – non-current Borrowings Secured bank loans Preference shares in controlled entity Finance lease liabilities Other loan Total borrowings 2019 $’000 2018 $’000 – 591 – 591 – 12,392 12,392 – 12,392 591 – 12,983 14,360 465 472 15,297 323 10,907 11,230 14,360 10,907 788 472 26,527 Notes to the Financial StatementsNotes to the Financial Statementscontinuedu 44 13. Borrowings continued Secured bank loans On 29 August 2017, Kingsgate executed a $15,000,000 Standby Loan Facility (“SLF”) with Investec Australia Finance Pty Limited (“Investec”). The Company drew down the SLF in full on 2 May 2018, in order to ensure continuing funding of its activities. The SLF was on normal commercial terms for a loan of this nature, and includes a utilisation fee under the SLF which has been satisfied by the issuance of 2,641,003 Kingsgate shares. (See ASX:KCN “Appendix 3B – Issue of Shares” dated 7 May 2018). Investec agreed to increase the SLF limit from $15,000,000 million to $20,000,000 on 19 October 2018, and from $20,000,000 to $22,000,000 on 15 February 2019. At the end of March 2019, Investec had extended the SLF by a further $750,000, of which Kingsgate drew down $400,000. Kingsgate repaid the SLF in full ($22,400,000) on 12 April, following the receipt of funds from the Political Risk Insurers. Kingsgate is now corporate debt free. Preference shares in controlled entity Terms and conditions of outstanding preference shares in controlled entity were as follows: Currency Interest rate Financial year of maturity Face value $’000 Carrying amount $’000 Preference shares in controlled entity Thai Baht 12% n/a 12,392 12,392 The terms of the preference shares were amended in the prior year through a change made to the Shareholders Agreement of Akara Resources Public Company Limited resulting in the preference shares being repayable at the earliest on 30 July 2022. Finance lease liabilities Finance lease liabilities are payable as follows: Within 1 year Total 14. Provisions Current Employee benefits Total provisions – current Non-current Employee benefits Restoration and rehabilitation Total provisions – non-current Movements in the restoration and rehabilitation provision: Restoration and rehabilitation At the beginning of the financial year Foreign currency exchange differences At the end of the financial year Future minimum lease payments $’000 608 608 Interest $’000 17 17 Present value of minimum lease payments $’000 591 591 Note 2w, 21 2w, 21 2x 2019 $’000 2018 $’000 186 186 37 16,766 16,803 14,768 1,998 16,766 358 358 73 14,768 14,841 13,787 981 14,768 Notes to the Financial Statementswww.kingsgate.com.au 45 15. Contributed equity Opening balance Issue of ordinary shares in satisfaction of utilisation fee on draw down of $15 million Standby Loan Facility Share issue cost 2019 Shares 2018 Shares 2019 $’000 2018 $’000 226,225,940 223,584,937 677,761 677,015 – – 2,641,003 – – – 750 (4) Closing balance 226,225,940 226,225,940 677,761 677,761 16. Reserves and accumulated losses (a) Reserves Foreign currency translation reserve Share-based payment reserve General reserve Total reserves Movements: Foreign currency translation reserve At the beginning of the financial year Exchange differences on translation of foreign controlled entities (net of tax) At the end of the financial year Share-based payment reserve At the beginning of the financial year Share-based payment expense At the end of the financial year General reserve At the beginning of the financial year Net change At the end of the financial year 2019 $’000 51,861 9,142 (3,341) 57,662 48,141 3,720 51,861 9,142 – 9,142 (3,341) – (3,341) 2018 $’000 48,141 9,142 (3,341) 53,942 46,479 1,662 48,141 9,246 (104) 9,142 (3,341) – (3,341) Foreign currency translation reserve Share-based payment reserve General reserve Exchange differences arising on translation of the foreign controlled entities are taken to the foreign currency translation reserve, as described in Note 2b. The share-based payment reserve is used to recognise the fair value of deferred rights, performance rights and options issued but not exercised. The general reserve represents changes in equity as a result of changes in non-controlling interests and revaluation of employee benefit obligations recognised in other comprehensive income in prior periods. (b) Accumulated losses At the beginning of the year Net profit/(loss) attributable to members of Kingsgate Consolidated Limited At the end of the financial year 2019 $’000 (705,261) 8,375 2018 $’000 (628,539) (76,722) (696,886) (705,261) Notes to the Financial StatementsNotes to the Financial Statementscontinuedu 46 17. Commitments for expenditure Operating leases Within one year Later than one year but not later than five years Total operating leases 18. Controlled entities Entity Parent Entity Kingsgate Consolidated Limited Subsidiaries Dominion Mining Ltd Gawler Gold Mining Pty Ltd Kingsgate Treasury Pty Ltd Kingsgate Capital Pty Ltd Kingsgate Chile NL Laguna Exploration Pty Ltd Akara Resources Public Company Limited Issara Mining Limited Suan Sak Patana Ltd Phar Mai Exploration Ltd Richaphum Mining Ltd Phar Lap Ltd Phar Rong Ltd Asia Gold Ltd Laguna Chile Ltda 19. Dividends 2019 $’000 2018 $’000 119 220 339 133 301 434 Equity holding Country of Incorporation Class of shares 2019 % 2018 % Australia Australia Australia Australia Australia Australia Thailand Thailand Thailand Thailand Thailand Thailand Thailand Mauritius Chile Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 No final dividend was declared for the year ended 30 June 2018 (30 June 2017: nil). No interim dividend was declared for the year ended 30 June 2019 (30 June 2018: nil). 20. Related parties Transaction with related parties Information on remuneration of Directors and Key Management Personnel is disclosed in Note 26 and the Remuneration Report. Controlling entity The ultimate parent entity of the Group is Kingsgate Consolidated Limited. Notes to the Financial Statementswww.kingsgate.com.au 47 21. Employee benefits and share-based payments Employee benefits and related on-costs liabilities Provision for employment benefits – current Provision for employee benefits – non-current Total employee provisions 2019 $’000 2018 $’000 186 37 223 358 73 431 Superannuation The Group makes contributions on behalf of employees to externally managed defined contribution superannuation funds. Contributions are based on percentages of employee wages and salaries and include any salary-sacrifice amounts. Contributions to defined contribution plans for 2019 were $156,000 (2018: $173,000). 22. Reconciliation of loss after income tax to net cash flow from operating activities Profit/(loss) for the year Depreciation and amortisation Share–based payments Amortisation of deferred borrowing costs Net (gain)/loss on sale of fixed assets Net exchange differences Loss on sale of Dominion Metals Pty Ltd Impairment losses – Nueva Esperanza Change in operating assets and liabilities: (Increase)/decrease in receivables (Increase)/decrease in other assets (Increase)/decrease in prepayments (Increase)/decrease in inventories Increase/(decrease) in creditors Increase/(decrease) in provisions 2019 $’000 8,375 600 – 1,824 (161) 3,151 – 33,436 (833) 304 499 – (813) (209) 2018 $’000 (76,722) 1,827 (104) 502 112 (163) 135 42,652 (42) – (52) – 3,040 36 Net cash inflow/(outflow) from operating activities 46,173 (28,779) Net cash and cash equivalents/(debt) reconciliation Cash and cash equivalents Borrowings – repayable within one year Borrowings – repayable after one year Net cash and cash equivalents/(debt) Cash and cash equivalents Gross debt – fixed interest rates Gross debt – variable interest rates Net cash and cash equivalents/(debt) 42,085 (591) (12,392) 29,102 42,085 (12,983) – 29,102 11,239 (15,297) (11,230) (15,288) 11,239 (12,167) (14,360) (15,288) Notes to the Financial StatementsNotes to the Financial Statementscontinuedu 48 Cash Secured bank loans due within 1 year Preference shares in controlled entity due after 1 year Finance lease liabilities due within 1 year Finance lease liabilities due after 1 year Other loan due within 1 year $’000 $’000 $’000 $’000 $’000 $’000 Net debt as at 30 June 2017 Cash flows Foreign exchange adjustments Other non-cash movements Net debt as at 30 June 2018 Cash flows Foreign exchange adjustments Other non-cash movements 22,007 (10,785) 17 – 11,239 30,993 (147) – – (15,000) – 640 (14,360) 15,000 – (640) (10,178) – (729) – (10,907) – (1,485) – Net cash and cash equivalents/ (debt) as at 30 June 2019 42,085 – (12,392) (413) – (52) – (465) 284 (87) (323) (591) (736) 429 (16) – (323) – – 323 – (244) (228) – – (472) 472 – – – 23. Events occurring after reporting date No matter or circumstance has arisen since 30 June 2019 that has significantly affected, or may significantly affect: Total $’000 10,436 (25,584) (780) 640 (15,288) 46,749 (1,719) (640) 29,102 〉〉 〉〉 〉〉 the Group’s operations in future financial years; the results of those operations in future financial years; or the Group’s state of affairs in future financial years. 24. Contingent assets and liabilities The Group had no contingent assets or liabilities at 30 June 2019. 25. Financial risk management and instruments The Group’s activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk, fair value risk and interest rate risk), credit risk and liquidity risk. At this point, the Directors believe that it is in the interest of shareholders to expose the Group to foreign currency risk and interest rate risk. Therefore, the Group does not employ any derivative hedging of foreign currency or interest rate risks. The Directors and management monitors these risks, in particular market forecasts of future movements in foreign currency and, if it is to be believed to be in the best interests of shareholders, will implement risk management strategies to minimise potential adverse effects on the financial performance of the Group. The Board provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, credit risk, and investment of excess liquidity. Risk management is carried out by the senior executive team. Notes to the Financial Statementswww.kingsgate.com.au 49 2019 $’000 2018 $’000 42,085 1,540 561 44,186 (10,717) (12,983) (23,700) 11,239 6,146 1,206 18,591 (10,715) (26,527) (37,242) The Group holds the following financial instruments: Financial assets Cash and cash equivalents Receivables Other financial assets Total financial assets Financial liabilities Payables Borrowings Total financial liabilities Market risk Foreign exchange risk The Group operates internationally and is exposed to foreign exchange risk arising from currency exposures, primarily with respect to the US dollar and Thai Baht and as discussed earlier, no financial instruments are employed to mitigate the exposed risks. This is the Group’s current policy and it is reviewed regularly including forecast movements in these currencies by management and the Board. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the functional currency of the relevant group entity. Currently foreign exchange risks arise primarily from: 〉〉 cash balances in US dollars; 〉〉 receivables denominated in US dollars for Australian entities; and 〉〉 payables denominated in Australian dollars for Thailand entities. The functional currency of the Thai subsidiaries is Thai Baht. The functional currency of the Chilean subsidiaries is the US dollar. The Company’s functional currency is Australian dollar. The Group’s exposure to US dollar and Thai Baht foreign currency risk arises mainly from balances receivable and payable between Group companies which are not considered to form part of the related investment balance in the entities. The unrealised foreign exchange gain/loss on these balances is therefore recorded in the statement of profit or loss of the Group. At the reporting date, expressed in Australian dollars these balances were as follows: USD 2019 $’000 THB 2019 $’000 Total 2019 $’000 USD 2018 $’000 THB 2018 $’000 Total 2018 $’000 Cash and cash equivalents Receivables Payables 105 124,494 (124,487) – 70,269 (70,269) 105 194,763 (196,386) 280 110,464 (110,645) – 70,269 (70,269) 280 180,733 (180,914) Total exposure to foreign currency risk (1,518) – (1,518) 99 – 99 One cent weakened in Australian dollar against the US dollar One cent strengthened in Australian dollar against the US dollar One cent weakened in Australian dollar against the Thai baht One cent strengthened in Australian dollar against the Thai baht Impact on post tax loss Impact on other comprehensive income 2019 $’000 1,257 (1,233) 721 (720) 2018 $’000 1,115 (1,093) 714 (714) 2019 $’000 1,257 (1,233) 940 (935) 2018 $’000 1,115 (1,093) 907 (903) Notes to the Financial StatementsNotes to the Financial Statementscontinuedu 50 25. Financial risk management and instruments continued Interest rate risk The Group’s exposure to interest rate risk for classes of financial assets and financial liabilities, at 30 June 2019 and 30 June 2018 are set out as follows: Fixed interest maturing in Floating interest rate $’000 1 year or less $’000 1–2 years $’000 2–5 years $’000 Non-interest bearing $’000 Total $’000 2019 Financial assets Cash and cash equivalents Receivables Other financial assets Total financial assets Financial liabilities Payables Borrowings Total financial liabilities 42,076 – 561 42,637 – – – Net financial assets/(liabilities) 42,637 2018 Financial assets Cash and cash equivalents Receivables Other financial assets Total financial assets Financial liabilities Payables Borrowings Total financial liabilities Net financial assets/(liabilities) 11,231 – 918 12,149 – (14,360) (14,360) (2,211) – – – – – (591) (591) (591) – – – – – (937) (937) – – – – – – – – – – – – – – (323) (323) – – – – – – (12,392) (12,392) (12,392) – – – – – (10,907) (10,907) (10,907) 9 1,540 – 1,549 (10,717) – (10,717) (9,168) 8 6,146 288 6,442 (10,715) – (10,715) (4,273) 42,085 1,540 561 44,186 (10,717) (12,983) (23,700) 20,486 11,239 6,146 1,206 18,591 (10,715) (26,527) (37,242) (18,651) A change of 100 basic points (“bps”) in interest rate at the reporting date would have increased/decreased profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign exchange rates remain constant. Variable rate instrument – 2019 Variable rate instrument – 2018 100 bps increase Profit $’000 100 bps decrease Profit $’000 – 25 – (25) Notes to the Financial Statementswww.kingsgate.com.au 51 Credit risk Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, as well as credit exposures to customers including, outstanding receivables and committed transactions. The Group has no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying value of the Group’s financial assets in the statement of financial position. The maximum exposure to credit risk at reporting date was: Cash and cash equivalents Receivables Other financial assets Total exposure to credit risk at year end 2019 $’000 42,085 1,540 561 44,186 2018 $’000 11,239 6,146 1,206 18,591 Liquidity risk The Group’s liquidity requirements are based upon cash flow forecasts. Liquidity management, including debt/equity management, is carried out under policies approved by the Board and forecast material liquidity changes are discussed at Board meetings. The following table analyses the Company’s financial assets and liabilities into relevant maturity groupings based on the remaining period at the reporting date. The amounts disclosed are the contractual undiscounted cash flows. The borrowings of the Group are repayable on demand, however the contractual amounts for borrowings also include the interests that are expected to be repaid until the repayment of these debts based on the cash flow forecast prepared by the Group. 2019 Payables Borrowings Total financial liabilities 2018 Payables Borrowings Total financial liabilities Carrying amount $’000 1 year or less $’000 1–2 years $’000 2–5 years $’000 More than 5 years $’000 Total $’000 10,717 12,983 23,700 10,715 26,527 37,242 6,441 2,092 8,533 6,663 17,893 24,556 – 1,484 1,484 – 1,637 1,637 4,2761 13,974 18,250 4,0521 13,615 17,667 – – – – – – 10,717 17,550 28,267 10,715 33,145 43,860 1 Related to royalties payable in respect of the Nueva Esperanza Gold/Silver Project in Chile. Notes to the Financial StatementsNotes to the Financial Statementscontinuedu 52 26. Key management personnel disclosures Executive Chairman Ross Smyth-Kirk Executive Chairman Non-Executive Directors Peter Alexander Non-Executive Director Peter Warren Non-Executive Director Sharon Skeggs Non-Executive Director – resigned 17 December 2018 Key Management Personnel Ross Coyle Chief Financial Officer and Company Secretary – 1 July 2018 to 31 August 2018 Reappointed on a contractual and temporary basis as Company Secretary on 24 December 2018 Jamie Gibson General Manager Corporate and External Relations – 1 July 2018 to 31 August 2018 Leonardo Hermosilla Vice President Project Development Chile – resigned 31 May 2019 Key Management Personnel Compensation Short-term employee benefits Post-employment benefits Share-based payments Other long term benefits Total Key Management Personnel compensation 27. Auditors’ remuneration Audit and other assurance services PricewaterhouseCoopers Australian Firm Audit and review of the financial reports Related Practices of PricewaterhouseCoopers Australian Firm Audit and review of the financial statements Total remuneration for audit services Other Services1 PricewaterhouseCoopers Australian Firm Other services Related practices of PricewaterhouseCoopers Australian Firm Other services Total remuneration for non-audit related services Taxation services PricewaterhouseCoopers Australian Firm Tax compliance services Tax consulting services Related practices of PricewaterhouseCoopers Australian Firm Tax compliance services Total remuneration for tax related services 2019 $ 900,805 592,043 – 12,870 2018 $ 1,604,255 80,814 (104,013) 13,225 1,505,718 1,594,281 2019 $ 2018 $ 210,000 284,000 60,819 92,033 270,819 376,033 7,140 – 7,140 20,400 22,868 53,441 96,709 10,000 19,917 29,917 26,520 – 18,164 44,684 1 The above table does not include services provided by PricewaterhouseCoopers Australian Firm in respect of the PRI claim directly to the legal firm representing the Group. Notes to the Financial Statementswww.kingsgate.com.au 53 2019 Cents 3.70 $’000 8,375 2018 Restated Cents (34.26) $’000 (76,722) Number Number 226,225,940 – 223,959,181 – 226,225,940 223,959,181 2019 $’000 2018 $’000 42,895 – 42,895 43,496 71,016 77,179 77,216 (109,652) – (109,652) 11,670 40,216 89,238 89,311 677,761 8,463 (692,424) 677,761 8,463 (735,319) (6,200) (49,095) 28. Earnings per share Basic and diluted profit/(loss) per share Net profit/(loss) used to calculate basic and diluted earnings per share Weighted average number of ordinary shares used as the denominator: basic Adjustment for dilutive effect Weighted average number of ordinary shares used as the denominator: diluted 29. Parent entity financial information As at, and throughout the financial year ending 30 June 2019, the parent entity of the Group was Kingsgate. Summary of financial information Results of parent entity Profit/(loss) for the year Other comprehensive loss Total comprehensive income/(losses) Financial position of parent entity at year end Current assets Total assets Current liabilities Total liabilities Total equity of the parent entity comprising: Issued capital Reserve Accumulated losses Total equity Contingent liabilities of the parent entity There are cross guarantees given by Kingsgate, Dominion Mining Limited and Gawler Gold Mining Pty Ltd as described in Note 30. No deficiencies of assets exist in any of these companies. No liability was recognised by the parent entity or the Group in relation to this guarantee, as the fair value of the guarantees is immaterial. As at 30 June 2019, the parent entity had no contractual commitments for the acquisition of property, plant or equipment. Notes to the Financial StatementsNotes to the Financial Statementscontinuedu 54 30. Deed of cross guarantee Pursuant to ASIC Corporations (Wholly-owned Companies) Instrument 2016/785, the wholly owned subsidiaries listed below are relieved from the Corporations Act 2001 requirements for preparation, audit and lodgement of financial reports, and Directors’ Reports. It is a condition of the Class Order that the Company and each of the subsidiaries enter into a Deed of Cross Guarantee (“Deed”). The effect of the Deed is that the Company guarantees to each creditor payment in full of any debt on the event of the winding up of any of the subsidiaries under certain provisions of the Corporations Act 2001. If a winding up occurs under other provisions of the Corporations Act 2001, the Company will only be liable in the event that after six months any creditor has not been paid in full. The subsidiaries have also given similar guarantees in the event that the Company is wound up. The subsidiaries subject to the Deed are: 〉〉 Dominion Mining Limited; and 〉〉 Gawler Gold Mining Pty Ltd. The above companies represent a ‘closed group’ for the purpose of the Class Order, and as there are no other parties to the Deed of Cross Guarantee that are controlled by Kingsgate Consolidated Limited, they also represent the ‘extended closed group’. A consolidated statement of profit or loss and other comprehensive income, a summary of movements in consolidated accumulated losses, and consolidated statement of financial position, comprising the Company and controlled entities which are a party to the Deed, after eliminating all transactions between parties to the Deed of Cross Guarantee, is set out as follows: Statement of profit or loss and other comprehensive income Corporate and administration expenses Settlement of Political Risk Insurance claim (see Note 5b) Other income and expenses Foreign exchange gain/(loss) Impairment losses – investment in Nueva Esperanza Gold/Silver Project Write-off on loan to subsidiaries 2019 $’000 (11,469) 76,319 5,754 7,282 (6,558) (23,546) 2018 $’000 (10,914) – 4,169 4,704 (104,414) (5,009) Profit/(loss) before financial costs and income tax 47,782 (111,464) Finance income Finance costs Net finance costs Profit/(loss) before income tax Income tax expense Profit/(loss) after income tax Total comprehensive income/(loss) for the year Profit/(loss) attributable to: Owners of Kingsgate Consolidated Limited Total comprehensive income/(loss) attributable to: Owners of Kingsgate Consolidated Limited Summary of movements in consolidated retained earnings Accumulated losses At the beginning of the financial year Profit/(loss) for the year At end of the financial year 49 (4,937) (4,888) 42,894 – 42,894 42,894 119 (1,086) (967) (112,431) – (112,431) (112,431) 42,894 (112,431) 42,894 (112,431) (735,312) 42,894 (622,881) (112,431) (692,418) (735,312) Notes to the Financial Statementswww.kingsgate.com.au 55 Statement of financial position 2019 $’000 2018 $’000 Assets Current assets Cash and cash equivalents Receivables Other assets Total current assets Non-current assets Property, plant and equipment Investment in subsidiaries Total non-current assets TOTAL ASSETS Liabilities Current liabilities Payables Borrowings Provisions Total current liabilities Non-current liabilities Provisions Total non-current liabilities TOTAL LIABILITIES NET LIABILITIES Equity Contributed equity Reserves Accumulated losses TOTAL EQUITY 41,771 1,418 318 43,507 11 27,509 27,520 71,027 77,042 – 142 77,184 37 37 77,221 (6,194) 10,495 294 893 11,682 18 28,528 28,546 40,228 74,170 14,832 241 89,243 73 73 89,316 (49,088) 677,761 8,463 (692,418) 677,761 8,463 (735,312) (6,194) (49,088) Notes to the Financial StatementsNotes to the Financial Statementscontinuedu 56 31. Impairment assessment At balance sheet date, the Group determined that impairment indicators were present for the Nueva/Esperanza Gold/Silver Project and a formal impairment assessment has therefore been completed in accordance with the accounting policy of the Group. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash generating units “CGUs”). An impairment is recognised when the carrying amount exceeds the recoverable amount. Determination of the recoverable amount for Nueva Esperanza Gold/Silver Project At 30 June 2019, the methodology adopted for impairment testing purposes was based on a fair value less costs of disposal approach. In developing the estimated recoverable amount for the Project, the Group has primarily considered the results of the sale process and the offers that have been received since the Group commenced the sale process. The Group has considered that the best evidence of an asset’s fair value less costs to sell is the prices included in the offers received by the Group, taking into consideration the nature of the offers received (binding, non-binding, indicative or final) adjusted for incremental costs that would be directly attributable to the disposal of the Project. To a lesser extent, the Group has also considered the result of the financial model that was prepared for the Project. This model is subject to variability in key assumptions including, but not limited to, gold and silver prices, currency exchange rates, discount rates, production profiles and operating and capital costs. A change in one or more of the assump- tions used to estimate the recoverable amounts would result in a change in the CGU’s recov- erable amounts. This approach is considered to be level 3 fair value measurement (as defined by accounting standards) as it is derived from valuation techniques that include inputs that are not based on observable market data. Impairment loss recognised At 30 June 2019, the recoverable amount of the Nueva Esperanza Gold/Silver Project CGU was determined to be $27,509,000 resulting in an impairment loss of $33,436,000. The carrying value of the CGU after impairment is recorded in the following balance sheet line items of the statement of financial position of the Group. Statement of financial position ASSETS Non-current receivable and other assets Property, plant and equipment Exploration, evaluation and development (feasibility expenditure) TOTAL ASSETS LIABILITIES Current payables Non-current payables TOTAL LIABILITIES NET ASSETS The impairment loss has been recognised in the following financial statement line items. Statement of financial position Non-current receivable Exploration, evaluation and development (feasibility expenditure) Non-current other assets TOTAL ASSETS 30 June 2019 $’000 8,702 151 24,358 33,211 1,426 4,276 5,702 27,509 30 June 2019 $’000 5,738 20,440 7,258 33,436 Notes to the Financial Statementswww.kingsgate.com.au 57 Directors’ Declaration n o i t a r a c e D l ’ s r o t c e r i D Directors’ Declaration In the Directors’ opinion: a) the financial statements and notes that are set out on pages 24 to 56 and the Remuneration Report in the Directors’ Report, are 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 2019 and of its performance for the financial year ended on that date; and (ii) complying with Australian Accounting Standards, the Corporation Regulations 2001 and other mandatory professional reporting requirements. b) c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and at the date of this declaration, there are reasonable grounds to believe that the members of the extended closed group identified in Note 30 will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the Deed of Cross Guarantee described in Note 30. Note 1 confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board. The Directors have been given the declarations required by section 295A of the Corporations Act 2001 from the Executive Chairman and Company Secretary for the financial year ended 30 June 2019. This declaration is made in accordance with a resolution of the Directors. Ross Smyth-Kirk Director Dated at Sydney on 30 August 2019 On behalf of the Board 58 Independent Auditor’s Report Independent Auditor’s Report Independent auditor’s report To the members of Kingsgate Consolidated Limited Report on the audit of the financial report Our opinion In our opinion: The accompanying financial report of Kingsgate Consolidated Limited (the Company) and its controlled entities (together the Group) is in accordance with the Corporations Act 2001, including: (a) giving a true and fair view of the Group’s financial position as at 30 June 2019 and of its financial performance for the year then ended (b) complying with Australian Accounting Standards and the Corporations Regulations 2001. What we have audited The Group financial report comprises: 〉〉 the consolidated statement of financial position as at 30 June 2019 〉〉 〉〉 〉〉 〉〉 〉〉 the consolidated statement of profit or loss and other comprehensive income for the year then ended the consolidated statement of changes in equity for the year then ended the consolidated statement of cash flows for the year then ended the notes to the consolidated financial statements, which include a summary of significant accounting policies the directors’ declaration. 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. One International Towers Sydney, Watermans Quay, Barangaroo, GPO Box 2650, SYDNEY NSW 2001 T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au Level 11, 1PSQ, 169 Macquarie Street, Parramatta NSW 2150, PO Box 1155 Parramatta NSW 2124 T: +61 2 9659 2476, F: +61 2 8266 9999, www.pwc.com.au www.kingsgate.com.au 59 Independent Auditor’s Report Independence 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. Our audit approach An audit is designed to provide reasonable assurance about whether the financial report is free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial report. We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial report as a whole, taking into account the geographic and management structure of the Group, its accounting processes and controls and the industry in which it operates. t r o p e R s ’ r o t i d u A t n e d n e p e d n I Materiality Audit scope Key audit matters 〉〉 Amongst other relevant topics, we communicated the following key audit matters to the Audit Committee: 〉〉 Carrying amount of assets and liabilities associated with the Chatree Gold Mine. 〉〉 Carrying value of the Nueva Esperanza Gold/Silver Project. 〉〉 Settlement of Political Risk Insurance claim. 〉〉 These are further described in the Key audit matters section of our report. 〉〉 For the purpose of our audit we used overall Group materiality of $0.79 million, which represents approximately 1% of the Group’s total assets. 〉〉 We applied this threshold, together with qualitative considerations, to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements on the financial statements as a whole. 〉〉 We chose Group’s total assets because, in our view, it is the benchmark which best reflects the expected requirements of users of the Group’s financial statements. 〉〉 We chose the Group’s total assets as the materiality benchmark rather than a profit measure given the closure of the Chatree Gold Mine and the Group’s focus on the development and possible sale of the Nueva Esperanza Gold/Silver Project. 〉〉 We utlised a 1% threshold based on our professional judgement, noting it is within the range of commonly acceptable thresholds. 〉〉 Our audit focused on where the Group made subjective judge- ments; for example, significant accounting estimates involving assumptions and inherently uncertain future events. 〉〉 〉〉 〉〉 The Australian engagement team directed the involvement of the Thai component audit team, which performed specified audit procedures on the financial information of Akara Resources Public Company Limited. The component auditor in Chile, operating under instructions, also performed specified audit proce- dures over the Group’s Chilean operations’ financial information. The Australian engagement team determined the required level of involvement in the work performed by the Thai and Chilean component audit teams, in order to be satisfied that sufficient appropriate audit evidence had been obtained for our opinion on the Group financial statements as a whole. continuedu 60 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 for the current period. The key audit 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. Further, any commentary on the outcomes of a particular audit procedure is made in that context. Key audit matter How our audit addressed the key audit matter We updated our understanding in respect of the situation regarding the Chatree Gold Mine by making enquiries of management and the directors as to their knowledge and understanding of the situation and by reading selected material correspondence on this matter which included key elements of the legal claim lodged by the Group against the Thai Government. We assessed the adequacy of the overall accounting position adopted by the Group at 30 June 2019 as described in notes 3 (i) and 3 (ii) in respect of the carrying amount of assets and liabilities and evaluated the adequacy of the disclosures in light of the requirements of the Australian Accounting Standards. In respect of the carrying amount of the assets associated with the Chatree Gold Mine, we performed the following: 〉〉 Assessed the Group’s judgement as to whether the circumstances that led to the previously recognised impairment charge have changed and whether a reversal of this impairment should be recognised. 〉〉 Assessed if other assets which have been recognised at their short- term realisable value have a carrying amount based on supportable assumptions. In respect of the carrying amount of the liabilities associated with the Chatree Gold Mine, we assessed the Group’s restoration and rehabili- tation plans prepared in the context of the premature closure of the mine and the overall accounting positon adopted by the Group at year end in respect of the Chatree Gold Mine’s obligations. We considered the status of the legal claims of the Group against the Thai Government in light of the requirement to disclose contingent assets in the financial statements in accordance with Australian Accounting Standards. Uncertainty in relation to the carrying amount of assets and liabilities associated with the Chatree Gold Mine (Refer to note 3 (i) and note 3 (ii)) The Group’s Chatree Gold Mine in Thailand was placed on care and maintenance as a result of a decision made by the Thai Government to cease all gold mining activities in Thailand by 31 December 2016. With the exception of some assets that may be realised independently of re-opening the mine, all assets of the Chatree Gold Mine have been impaired to a nil value. At this time, the Group also revised the Chatree Gold Mine’s restoration and rehabilitation liability to reflect the premature closure of the mine. The total rehabilitation liability, amounting to approximately $16.8 million at 30 June 2019 is based on management’s rehabilitation plan which is a revision from the initial plan submitted to the Thai Authorities in 2007. The Group commenced arbitral proceedings against the Kingdom of Thailand under the Australia-Thailand Free Trade Agreement in order to be compensated for the losses it has incurred as a result of the expropriation of the Chatree Gold Mine by the Thai Government. The carrying amount of assets and liabilities of the Chatree Gold Mine and associated disclo- sures were considered to be a key audit matter because there remains significant uncertainty in respect of the rights and obligations of the Group in relation to the mine and the magnitude of a potential reversal of impairment, changes in the rehabilitation liability and potential recognition of contingent assets on the financial statements. www.kingsgate.com.au 61 Independent Auditor’s Report t r o p e R s ’ r o t i d u A t n e d n e p e d n I Key audit matter How our audit addressed the key audit matter Carrying value of the Nueva Esperanza Gold/Silver Project (Refer to note 3 (iii) and note 31) We considered the Group’s assessment of the recoverable amount of the Nueva Esperanza Gold/Silver CGU and its conclusion that an impairment charge of $33.4 million was required to be recorded. In respect of the assessment of the recoverable amount made by the Group, we performed the following: 〉〉 Considered if the fair value less costs of disposal approach used by the Group to assess the recoverable amount was consistent with the requirements of Australian Accounting Standards. 〉〉 Obtained and discussed with management and the directors the offers for the sale of the project and the status of any discussions with the bidders. 〉〉 Recalculated the impairment charge based on the recoverable amount and the carrying value of the CGU and checked that the impairment charge was correctly recorded in the financial statements of the Group. 〉〉 Evaluated the adequacy of the disclosures made in note 3 (iii) and note 31, including those regarding the key assumptions in light of the requirements of Australian Accounting Standards. We obtained the settlement agreement relating to this claim and performed the following procedures: 〉〉 Traced the amount recognised in the income statement to the agreement and the bank statement of the Group. 〉〉 Evaluated the adequacy of the disclosures made in note 5(b) including those regarding the terms of the settlement agreement. The assessment of the recoverable amount of the Nueva Esperanza Gold/Silver Project was a key audit matter given the significance of the carrying value of this CGU ($27.5 million as at 30 June 2019, including the largest non-current asset in the balance sheet) and given the significance of the impairment charge recorded during this financial year ($33.4 million). The determination of the recoverable amount of an exploration CGU is also subject to significant judgements and assumptions by the Group as described in the notes to the financial statements. Settlement of Political Risk Insurance claim (Refer to note 5 (b)) During the financial year the Group settled a claim against its insurers under a Political Risk Insurance Policy that was held by the Group when the Chatree Gold Mine prematurely closed following the decision made by the Thai Government to cease all gold mining activities in Thailand by 31 December 2016. The settlement of this claim was considered to be a key audit matter because of the magnitude of the amount recognised in the financial state- ments (the Group recorded income amounting to $76.3 million) and because of the impact this transaction had on the financial position of the Group. continuedu 62 Independent Auditor’s Report Other information The directors are responsible for the other information. The other information comprises the information included in the annual report for the year ended 30 June 2019, but does not include the financial report and our auditor’s report thereon. Prior to the date of this auditor’s report, the other information we obtained included the Corporate Information and the Directors’ report. We expect the remaining other information to be made available to us after the date of this auditor’s report. Our opinion on the financial report does not cover the other information and we do not and will not express an opinion or 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 on the other information that we obtained prior to the date of this auditor’s report, 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. When we read the other information not yet received, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the directors and use our professional judgement to determine the appropriate action to take. 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 the 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/ar1.pdf. This description forms part of our auditor’s report. www.kingsgate.com.au 63 Independent Auditor’s Report Report on the remuneration report Our opinion on the remuneration report We have audited the remuneration report included in pages 15 to 21 of the directors’ report for the year ended 30 June 2019. In our opinion, the remuneration report of Kingsgate Consolidated Limited for the year ended 30 June 2019 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. t r o p e R s ’ r o t i d u A t n e d n e p e d n I PricewaterhouseCoopers Marc Upcroft Partner Sydney 30 August 2019 64 Shareholder Information Shareholder Information As at 3 September 2019 Distribution of equity securities Size of Holding 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 + Total 20 largest shareholders Below are the 20 largest shareholders of quoted ordinary shares Shareholder J P Morgan Nominees Australia Pty Limited Zero Nominees Pty Ltd Citicorp Nominees Pty Limited HSBC Custody Nominees (Australia) Limited National Nominees Limited Arinya Investments Pty Ltd Clawson Holdings Pty Ltd BNP Paribas Nominees Pty Ltd Sir Lenox Hewitt Investec Australia Finance Pty Limited Jay Evan Dale Hughes Little Cove Capital Pty Ltd Ian Gillespie-Jones Navigator Australia Ltd Andrew Lenox Hewitt Wyong Rugby League Club Ltd Philip Storr Elizabeth Aprieska Jamari Pty Ltd Frank Markert Pty Ltd 1 2 3 4 5 6 7 8 9 10 11 11 12 13 14 15 16 17 18 19 Voting rights – Ordinary shares Number of shareholders of fully paid ordinary shares 4,182 2,796 920 1,400 226 9,524 Number of shares 21,230,695 18,359,859 13,463,942 10,426,775 5,088,871 4,996,944 4,610,623 3,130,040 3,000,000 2,641,003 2,000,000 2,000,000 1,900,000 1,762,444 1,700,000 1,610,000 1,600,000 1,412,590 1,385,017 1,220,000 Percentage 9.38 8.12 5.95 4.61 2.25 2.21 2.04 1.38 1.33 1.17 0.88 0.88 0.84 0.78 0.75 0.71 0.71 0.62 0.61 0.54 On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. www.kingsgate.com.au Corporate Information Kingsgate Consolidated Limited ABN 42 000 837 472 Thailand Office Akara Resources Public Company Limited No. 99 Moo 9, Tambon Khao Chet Luk Amphur Thap Khlo Phichit 66230 Thailand Tel: Fax: +66 56 614 500 +66 56 614 190 Chile Office Laguna Resources Chile Ltda Av. Apoquindo 4700, oficina 602 Las Condes, Santiago Chile Tel: +56 2 3245 8650 Directors Ross Smyth-Kirk Executive Chairman Peter Alexander Non-Executive Director Peter Warren Non-Executive Director Company Secretary Ross Coyle Stock Exchange Listing Kingsgate Consolidated Limited is a company limited by shares, listed on the Australian Securities Exchange (ASX) under the code KCN. The Company’s shares also trade in the United States of America over-the-counter (OTC) as an American Depository Receipt (ADR) under the code OTC: KSKGY. Registered Office and Principal Business Address Kingsgate Consolidated Limited Suite 2, Level 23, 20 Bond Street Sydney NSW 2000 Australia +61 2 8256 4800 Tel: Email: info@kingsgate.com.au Web: www.kingsgate.com.au 65 Corporate Information n o i t a m r o f n I e t a r o p r o C Share Registry Link Market Services Limited Level 12, 680 George Street Sydney NSW 2000 Australia Postal address: Locked Bag A14 Sydney South NSW 1235 Australia +61 1300 554 474 +61 2 9287 0303 Tel: Fax: Email: registrars@linkmarketservices.com.au Web: www.linkmarketservices.com.au ADR Depository (American Depository Receipts) The Bank of New York Mellon ADR Contact details for investors BNY Mellon Shareowner Services PO Box 505000 Louisville, KY 40233-5000 United States of America +1 201 680 6825 Tel: Email: shrrelations@bnymellon.com Web: www-us.computershare.com/investor Auditor PricewaterhouseCoopers One International Towers Sydney Watermans Quay Barangaroo NSW 2000 Australia Tel: Fax: +61 2 8266 0000 +61 2 8266 9999 Design & Production > APM Graphics Management > 1800 806 930 Suite 2, Level 23 20 Bond Street Sydney NSW 2000 Australia +61 2 8256 4800 Tel: Email: info@kingsgate.com.au Web: www.kingsgate.com.au