Knaus Tabbert
Annual Report 2015

Plain-text annual report

& Controlled Entities Annual Report For the year ended 30 June 2015 Krakatoa Resources Limited & Controlled Entities – 2 – CONTENTS CORPORATE DIRECTORY .............................................................................................................. 3 DIRECTORS’ REPORT ..................................................................................................................... 4 AUDITOR’S INDEPENDENCE DECLARATION ............................................................................... 14 STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME ........................... 15 STATEMENT OF FINANCIAL POSITION ........................................................................................ 16 STATEMENT OF CHANGES IN EQUITY ........................................................................................ 17 STATEMENT OF CASH FLOWS ..................................................................................................... 18 NOTES TO THE FINANCIAL STATEMENTS .................................................................................. 19 DIRECTORS’ DECLARATION ......................................................................................................... 39 INDEPENDENT AUDITOR’S REPORT............................................................................................ 40 CORPORATE GOVERNANCE STATEMENT .................................................................................. 42 ASX INFORMATION ....................................................................................................................... 59 SCHEDULE OF MINERAL TENEMENTS ........................................................................................ 61 Krakatoa Resources Limited & Controlled Entities – 3 – CORPORATE DIRECTORY PRINCIPAL AND REGISTERED OFFICE Level 11, 216 St Georges Terrace Perth WA 6000 Tel: +61 8 9481 0389 Fax: +61 8 9463 6103 Email: admin@krakatoaresources.com Web: www.krakatoaresources.com DIRECTORS Colin Locke – Executive Chairman Aryo Bimo – Non-Executive Director Brian Varndell – Non-Executive Director COMPANY SECRETARY David Palumbo SHARE REGISTRAR Computershare Investor Services Pty Ltd Level 11, 172 St Georges Terrace Perth WA 6000 Tel: +61 8 9323 2000 Fax: +61 8 9323 2033 Web: www.computershare.com.au AUDITORS RSM Bird Cameron Partners 8 St Georges Terrace PERTH WA 6000 Krakatoa Resources Limited & Controlled Entities – 4 – DIRECTORS’ REPORT Your directors present the following report on Krakatoa Resources Limited and controlled entities (referred to hereafter as “the Group”) for the financial year ended 30 June 2015. DIRECTORS The names of directors in office at any time during the financial year and up to the date of this report are: - Colin Locke (Executive Chairman) – Appointed 6 August 2015 - Aryo Bimo (Non-Executive Director) – Previously Executive Director until 6 August 2015 - Brian Varndell (Non-Executive Director) - Roger Pooley (Non-Executive Director) – Resigned 6 August 2015 - Kevin Kwok (Managing Director) - Resigned 1 July 2014 Unless noted above, all directors have been in office since the start of the financial year to the date of this report. COMPANY SECRETARY The following persons held the position of company secretary during the financial year: - David Palumbo Details of Mr Palumbo’s experience are set out below under ‘Information on Directors’. PRINCIPAL ACTIVITIES The principal activity of the Group during the financial year was the acquisition and exploration of precious and base metal projects in Indonesia. OPERATING RESULTS The loss of the Group after providing for income tax amounted to $2,952,584 (2014: $1,884,114). FINANCIAL POSITION As at 30 June 2015, the Company had a cash balance of $23,098 (2014: $61,796) and a net liability position of $273,458 (2014: net asset position of $1,882,835). DIVIDENDS PAID OR RECOMMENDED No dividends have been paid, and the directors do not recommend the payment of a dividend for the financial year ended 30 June 2015. SIGNIFICANT CHANGES IN STATE OF AFFAIRS No significant changes in the state of affairs occurred during the financial year. Krakatoa Resources Limited & Controlled Entities – 5 – DIRECTORS’ REPORT (CONT.) REVIEW OF OPERATIONS During the year, the Company completed geological field and office work pertinent to the BCS tenement as well as surrounding tenements prospective for iron ore. The Company also completed a site visit to the Rio Jaya gold tenements, where mapping and a number of surface samples were taken. On 18 June 2015, the Company signed a Heads of Agreement (“HOA”) with Carbon Carbon Pte Ltd (“Carbon”), providing Krakatoa with an option to acquire 75% of the total number of issued shares in PT Trans Jawa Sulawesi (“PT TJS”), an Indonesian domiciled company which holds two graphite projects: - the Bone Bay Graphite Project, a 99.48 ha exploration IUP (‘Mining Business Licence’) located on the coastal road in the strategic mining region and port city of Kolaka, South East Sulawesi, Indonesia. - the Laeya River Graphite Project, a 98 ha exploration IUP situated within the graphite prospective “Mekongga” geological formation close to the provincial city of Kendari. Since the HOA, several site visits have been conducted, with an independent geological report completed on the Bone Bay Graphite Project providing encouraging results. Pursuant to the HOA, Krakatoa intends to acquire the Option from Carbon subject to completion of satisfactory due diligence, execution of a sale, purchase and assignment of option agreement and any ASX and/or other regulatory approvals. The Company continues to review its current project portfolio in light of the current tough economic conditions while evaluating additional opportunities. Krakatoa Resources Limited & Controlled Entities – 6 – DIRECTORS’ REPORT (CONT.) INFORMATION ON DIRECTORS Colin Locke Executive Chairman (Appointed 6 August 2015) From 1984 to 1993, Mr. Locke worked in the mining industry processing base and precious metals. During this time, he traded resource stocks and international futures contracts. In 1993, Mr. Locke joined an Australian commodity and futures broking firm as an investment advisor and became a Director in 1994. In 1998 Mr. Locke co-founded a boutique Australian Financial Services firm and held the position of Managing Director from 1999 until 2010. In 2007, Mr. Locke held the role of Corporate Advisor during the acquisition process for the Mayoko Iron Ore Project in the Republic of Congo that was subsequently taken over in 2010. From 2008, Mr. Locke focused on natural resources exploration pursuits throughout the Indonesian archipelago and founded Western Mining Network Ltd, (ASX: WMN) where he held the role of Executive Director from 2010 until 2012. From 2012, Mr. Locke assisted with the Krakatoa IPO. Mr. Locke brings to the board and shareholders a unique blend of natural resources prospecting, mineral processing, business management and financial experience spanning over 30 years. Mr. Locke is based in Jakarta and regularly visits stakeholders in Australia. Interest in Shares 86,000 Fully paid ordinary shares Directorships held in other listed entities None Aryo Bimo Non-Executive Director (Previously Executive Director until 6August 2015) Mr Bimo is the current Director of Operations at PT. Sitasa Resources and its operating mines, PT. Sitasa Energi and PT. Tambang Sunai Sanur. He has led the development of Sitasa Group, one of Indonesia’s most successful Iron Ore Mining Companies, from its roots as an exploration Company in 2008 to a significant producer at two separate mines in less than 5 years. Mr Bimo graduated from The Institute of Technology Surabaya with a degree in Civil Engineering. He is fluent in English and Bahasa Indonesia. Interest in Shares 1,000,000 Fully paid ordinary shares Directorships held in other listed entities None Krakatoa Resources Limited & Controlled Entities – 7 – DIRECTORS’ REPORT (CONT.) Brian Varndell BSc(SpecHonsGeol) Non-Executive Director Mr Varndell is a Fellow Member of the Australasian Institute of Mining & Metallurgy (“AusIMM”) and has over 40 years of experience including managerial roles and consulting in the capacity of Acting or Chief Geologist. His experience encompasses all aspects of the resource sector including exploration, development and mining both opencast and underground. Mr Varndell has worked in the Indonesian mining industry since 1988 and was permanently based in Indonesia between 1994-1999 where he was the Regional Exploration Manager for Aurora Gold Limited and helped guide the exploration team to identify over 600,000oz Au resources which converted into over 350,000oz of reserves at the Indo Muro Kencana Mt Muro operation and 2.5Moz Au resources at the Meares Soputan Mining Toka Tindung Project in N. Sulawesi. He has recently maintained working contact with Indonesia mainly with involvement in the coal sector. Interest in Shares Nil Directorships held in other listed entities None Roger Pooley (Bsc) Non-Executive Director (Resigned 6 August 2015) Mr Pooley has over forty years’ experience in the mining industry. He has worked in Australia, Ghana, UK, Iran and Indonesia. For the first fifteen years of his career, Mr Pooley worked in operations, in both line management and staff positions. Following this, he moved into project management for twelve years. For the past eighteen years as a consultant, he has been involved mainly in studies, valuations, reserves estimates, and appraisals. The latter part of his experience has been mainly in Indonesia, although in that time he has also completed assignments in Australia, the Philippines, Cameroon, Brazil, Kyrgyzstan and Vietnam. Mr Pooley has worked on open pit, underground, and alluvial properties in gold, coal, base metals and non-metallics. This wide experience, together with his expertise in economics, helps him to competently assess a variety of solutions to mining, treatment, logistical and environmental problems. Previous to joining the Board of Krakatoa, Mr Pooley worked at SRK Consulting (Australasia) Pty Ltd as a Senior Consultant based in the Perth and Jakarta offices from 2007 to June of 2013. Previous to working at SRK, Mr Pooley worked in Jakarta from 1994 to 2007 at PT Simapertama Minindo as an Independent Consultant. Krakatoa Resources Limited & Controlled Entities – 8 – DIRECTORS’ REPORT (CONT.) Mr Pooley holds a BSc (Mining Engineering) - Royal School of Mines in London, is a member of The Australasian Institute of Mining and Metallurgy, a Chartered Professional Engineer, and a member of MICA. He holds a WA Quarry Manager’s Certificate of Competency. Mr Pooley is bilingual, speaking English and Bahasa Indonesia. Interest in Shares Nil Directorships held in other listed entities None Kevin Kwok (BCom, CPA) Managing Director (Resigned 1 July 2014) Prior to joining the Company, Mr Kwok was a CFO at the Milken Institute overseeing all financial aspects of a large investment portfolio. He has extensive strategic business management experience involving complex financial transactions and operations. These past several years he has served as a financial advisor, providing financial and accounting services to the mining industry. He was senior vice-president of finance and operations at Antar Investments, where Mr Kwok focused on the direct financial management of a $3 billion international portfolio. Mr Kwok began his private career as vice-president and corporate controller for Watt Realty Advisors, Mr Kwok’s primary responsibilities included direction of the accounting department, and overseeing the accounting and financial reporting functions associated with the Company’s $11 billion AUS Centro-Watt REIT portfolio. Before joining Watt Realty Advisors, Mr Kwok spent five years at Ernst & Young, where he specialized in both tax consulting and financial reporting, for both private and publicly held clients. An active member of the community Mr Kwok’s involvements include: membership in The American Institute of Certified Public Accountants (AICPA), Loyola High School Alumni Association, Board Member of the Oregon Community Solar Project and Heal the Bay. Interest in Shares (at resignation) 1,000,000 Fully paid ordinary shares Directorships held in other listed entities (at resignation) None COMPANY SECRETARY David Palumbo (BCom, CA) Mr Palumbo is a chartered accountant with over ten years of experience in accounting and financial reporting of ASX listed and unlisted companies, which includes five years as an external auditor. Mr Palumbo provides corporate advisory and financial management advice and specialises in corporate compliance, statutory reporting and financial accounting services. He has also been involved in the listing of several junior exploration companies on the ASX. Mr Palumbo is currently also company secretary for Strike Resources Limited. Krakatoa Resources Limited & Controlled Entities – 9 – DIRECTORS’ REPORT (CONT.) REMUNERATION REPORT (AUDITED) This report details the nature and amount of remuneration for each director of Krakatoa Resources Limited and for the executives receiving the highest remuneration. 1. Employment Agreements Mr Aryo Bimo worked for the Group in an executive capacity as Executive Director for the financial year ended 30 June 2015. Under the terms of the agreement, Mr Bimo’s annual salary is $90,000. On 6 August 2015, Mr Bimo became a Non-Executive Director. Appointments of non-executive directors Brian Varndell and Roger Pooley were formalised in the form of service agreements between themselves and the Group. Their engagements have no fixed term but cease on their resignation or removal as a director in accordance with the Corporations Act 2001. They are each entitled to receive directors’ fees of $30,000 per annum plus superannuation. 2. Remuneration policy The Group’s remuneration policy has been designed to align director and executive objectives with shareholder and business objectives by providing a fixed remuneration component and offering specific long-term incentives based on key performance areas affecting the Group’s financial results. The board believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best executives and directors to run and manage the Group, as well as create goal congruence between directors, executives and shareholders. The board’s policy for determining the nature and amount of remuneration for board members and senior executives of the Group is as follows: • The remuneration policy, setting the terms and conditions for the executive directors and other senior executives, was developed by the board. • All executives receive a base salary (which is based on factors such as length of service and experience), superannuation and are entitled to the issue of share options. • Incentive paid in the form of share options are intended to align the interests of directors and Group with those of the shareholders. The performance of executives is measured against criteria agreed annually with each executive and is based predominantly on the forecast growth of the Group’s shareholders’ value. The board may, however, exercise its discretion in relation to approving incentives, bonuses and options, and can recommend changes to the committee’s recommendations. Any changes must be justified by reference to measurable performance criteria. The policy is designed to attract the highest calibre of executives and reward them for performance that results in long-term growth in shareholder wealth. Executives are also entitled to participate in the employee share and option arrangements. All remuneration paid to directors and executives is valued at the cost to the Group and expensed, or capitalised to exploration expenditure if appropriate. Options, if given to directors and executives in lieu of remuneration, are valued using the Black-Scholes methodology. The board policy is to remunerate non-executive directors at market rates for time, commitment and responsibilities. The remuneration committee determines payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to non-executive directors is $250,000. Fees for non-executive directors are not linked to the performance of the Group. However, to align directors’ interests with shareholder interests, the directors are encouraged to hold shares in the Group and are able to participate in the employee share option plan. Krakatoa Resources Limited & Controlled Entities – 10 – DIRECTORS’ REPORT (CONT.) 3. Performance-based remuneration There is currently no performance-based remuneration policy in place. 4. Details of remuneration for the year ended 30 June 2015 The remuneration for each key management personnel of the Group during the financial year ended 30 June 2015 was as follows: 2015 Short-term Benefits Post- employment Benefits Other Long-term Benefits Share based Payment Total Perfor-mance Related Value of Options Re-muneration Key Management Person Cash, salary & commissions Super- annuation Other Equity Options $ $ $ $ $ $ % % Directors Kevin Kwok - - - - - - - - Aryo Bimo 90,000 - - - - 90,000 - - Brian Varndell 30,000 2,850 - - - 32,850- - Roger Pooley 30,000 2,850 - - - 32,850- - 150,000 5,700 - - - 155,700- - The remuneration for each key management personnel of the Group during the financial year ended 30 June 2014 was as follows: 2014 Short-term Benefits Post- employment Benefits Other Long-term Benefits Share based Payment Total Perfor-mance Related Value of Options Re-muneration Key Management Person Cash, salary & commissions Super- annuation Other Equity Options $ $ $ $ $ $ % % Directors Kevin Kwok 90,000 - - - - 90,000 - - Aryo Bimo 52,500 - - 220,000 - 272,500 - - Brian Varndell 17,097 1,581 - - - 18,678- - Roger Pooley 27,500 2,543 - - - 30,043- - Stephen Brockhurst 15,000 1,387 - - - 16,387- - Kent Hunter 32,500 - - - - 32,500- - 234,597 5,511 - 220,000 - 460,108- - Krakatoa Resources Limited & Controlled Entities – 11 – DIRECTORS’ REPORT (CONT.) 5. Equity holdings of key management personnel Shareholdings Number of shares held by key management personnel during the financial year ended 30 June 2015was as follows: 2015 Balance 1.7.2014 No. Received as Compensation No. Options Exercised No. Net Change Other No. Balance 30.6.2015 No. Directors Kevin Kwok 1,000,000 - - (1,000,000)* - Aryo Bimo 1,000,000 - - - 1,000,000 Brian Varndell - - - - - Roger Pooley - - - - - Total 2,000,000 - - (1,000,000) 1,000,000 Option holdings Number of options held by key management personnel during the financial year ended 30 June 2015was as follows: 2015 Balance 1.7.2014 No. Received as Compensation No. Options Exercised No. Net Change Other No. Balance 30.6.2015 No. Directors Kevin Kwok - - - - - Aryo Bimo - - - - - Brian Varndell - - - - - Roger Pooley - - - - - Total - - - - - * Balance held at date of resignation 6. Other transactions with key management personnel The Group incurred the following transactions with related parties during the year: - During the year ended 30 June 2015, PT. Geofirst Consulting, an entity which Aryo Bimo is a director, invoiced the Group $53,499 (2014: $343,383) for exploration services. An amount of $103,978 (2014: $102,043) was outstanding at year end. All transactions were made on normal commercial terms and conditions and at market rates. 7. Equity instruments granted as compensation There were no equity instruments granted as compensation to key management person during the year. “End of Remuneration Report (Audited)” Krakatoa Resources Limited & Controlled Entities – 12 – DIRECTORS’ REPORT (CONT.) MEETINGS OF DIRECTORS The number of Directors' meetings held during the financial year and the number of meetings attended by each Director are: Directors’ Meetings Director Number eligible to attend Number attended Kevin Kwok - - Aryo Bimo 1 - Brian Varndell 1 1 Roger Pooley 1 - EVENTS AFTER THE REPORTING PERIOD On 15 July 2015, the Company announced that it will undertake, subject to the approval of shareholders, a placement of options (Option Placement) on the basis of one (1) New Option for every one (1) $0.20 listed and unlisted option which expired at 5.00pm (WST) on 30 June 2015 (Expired Options). The Option Placement will be at an issue price of $0.01 per New Option to raise approximately $230,630 before costs, with the New Options to have an expiry date of 31 March 2017 and an exercise price of $0.20. On 30 July 2015 and 12 August 2015, the Company issued 1,846,732 and 640,000 fully paid ordinary shares respectively at an issue of $0.15 per share, raising $373,010 before capital raising costs. No matters or circumstances have arisen since the end of the financial period which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial periods. INDEMNITY AND INSURANCE OF AUDITOR The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the company or any related entity against a liability incurred by the auditor. During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity. ENVIRONMENTAL ISSUES The Group’s operations are subject to significant environmental regulation under the law of the Commonwealth and State in relation to discharge of hazardous waste and materials arising from any mining activities and development conducted by the Group on any of its tenements. To date the Group has not carried out any exploration activities and there have been no known breaches of any environmental obligations. INDEMNIFYING AND INSURANCE OF OFFICERS The Group has entered into deeds of indemnity with each director and the company secretary whereby, to the extent permitted by the Corporations Act 2001, the Group agreed to indemnify each director against all loss and liability incurred as an officer of the Group, including all liability in defending any relevant proceedings. The Group has paid premiums to insure each of the directors and the company secretary against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of director of the Group, other than conduct involving a wilful breach of duty in relation to the Group. The disclosure of the amount of the premium is prohibited by the insurance policy. Krakatoa Resources Limited & Controlled Entities – 13 – DIRECTORS’ REPORT (CONT.) FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES Further information, other than as disclosed this report, about likely developments in the operations of the Group and the expected results of those operations in future periods has not been included in this report as disclosure of this information would be likely to result in unreasonable prejudice to the Group. PROCEEDINGS ON BEHALF OF THE GROUP No person has applied for leave of Court to bring proceedings on behalf of the Group or intervene in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or any part of those proceedings. The Group was not a party to any such proceedings during the year. NON-AUDIT SERVICES There following fees were paid or payable to the auditor for non-audit services provided during the year ended 30 June 2015: $ — taxation services 600 The directors are satisfied that the provision of non-audit services during the year 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 non-audit services provided by the auditor do not compromise the auditor’s independence requirements of the Corporations Act 2001 for the following reasons: • all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and • none of the services provided undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board. AUDITOR’S INDEPENDENCE DECLARATION The lead auditor’s independence declaration for the year ended 30 June 2015 has been received and can be found on the next page of the directors’ report. Signed in accordance with a resolution of the Board of Directors. Colin Locke Executive Chairman Dated: 22 September 2015 RSM Bird Cameron Partners 8 St George’s Terrace Perth WA 6000 GPO Box R1253 Perth WA 6844 T +61 8 9261 9100 F +61 8 9261 9101 www.rsmi.com.au AUDITOR’S INDEPENDENCE DECLARATION As lead auditor for the audit of the financial report of Krakatoa Resources Limited for the year ended 30 June 2015, I declare that, to the best of my knowledge and belief, there have been no contraventions of: (i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and (ii) any applicable code of professional conduct in relation to the audit. RSM BIRD CAMERON PARTNERS Perth, WA Dated: 22 September 2015 TUTU PHONG Partner Liability limited by a scheme approved under Professional Standards Legislation Major Offices in: Perth, Sydney, Melbourne, Adelaide and Canberra ABN 36 965 185 036 RSM Bird Cameron Partners is a member of the RSM network. Each member of the RSM network is an independent accounting and advisory firm which practises in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. Krakatoa Resources Limited & Controlled Entities – 15 – STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2015 Note 30 June 2015 $ 30 June 2014 $ Revenue 2 583 70,539 Administration expense (224,642) (259,482) Compliance and regulatory expense (170,990) (178,483) Employee benefits expense (185,809) (522,649) Exploration expenditure and project evaluation costs (337,693) (718,129) Impairment of capitalised exploration expenditure (1,767,767) (106,187) Impairment of receivables (204,563) - Travel and accommodation (61,703) (169,723) Loss before income tax expense (2,952,584) (1,884,114) Income tax expense 3 - - Loss for the year (2,952,584) (1,884,114) Other comprehensive income Item that may be reclassified subsequently to operating result Foreign currency translation (22,282) 1,992 Total comprehensive (loss) attributable to members of the parent entity (2,974,866) (1,882,122) Net loss attributable to: Members of the parent entity Non-controlling interest (2,865,084) (87,500) (1,884,114) - (2,952,584) (1,884,114) Total comprehensive loss attributable to: Members of the parent entity (2,887,366) (1,882,122) Non-controlling interest (87,500) - (2,974,866) (1,882,122) Basic and diluted loss per share (cents per share) 4 (7.53) (6.12) The accompanying notes form part of these financial statements. Krakatoa Resources Limited & Controlled Entities – 16 – STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2015 Note 2015 $ 2014 $ CURRENT ASSETS Cash and cash equivalents 6 23,098 61,796 Trade and other receivables 7 6,698 209,436 Other financial assets 8 1,211 865 Other assets 9 - 38,182 TOTAL CURRENT ASSETS 31,007 310,279 NON CURRENT ASSETS Exploration and evaluation expenditure 10 - 1,767,767 TOTAL NON CURRENT ASSETS - 1,767,767 TOTAL ASSETS 31,007 2,078,046 CURRENT LIABILITIES Trade and other payables 11 304,465 195,211 TOTAL CURRENT LIABILITIES 304,465 195,211 TOTAL LIABILITIES 304,465 195,211 NET (LIABILITIES)/ASSETS (273,458) 1,882,835 EQUITY Issued capital 12 5,009,963 4,234,730 Reserves 13 168,496 147,438 Non-controlling interest 14 - 87,500 Accumulated losses (5,451,917) (2,586,833) TOTAL (DEFICIENCY IN EQUITY)/EQUITY (273,458) 1,882,835 The accompanying notes form part of these financial statements. Krakatoa Resources Limited & Controlled Entities – 17 – STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2015 Note Issued Capital Accumulated Losses Option Premium Reserve Foreign Currency Translation Reserve Non-controlling interest Total $ $ $ $ $ $ Balance at 1 July 2013 2,914,730 (702,719) 145,000 446 87,500 2,444,957 Loss for the year - (1,884,114) - - - (1,884,114) Other comprehensive loss - - - 1,992 - 1,992 Total comprehensive loss - (1,884,114) - 1,992 - (1,882,122) Transactions with owner directly recorded in equity Shares issued during the year 12 1,320,000 - - - - 1,320,000 Balance at 30 June 2014 4,234,730 (2,586,833) 145,000 2,438 87,500 1,882,835 Balance at 1 July 2014 4,234,730 (2,586,833) 145,000 2,438 87,500 1,882,835 Loss for the year - (2,865,084) - - (87,500) (2,952,584) Other comprehensive income - - - (22,282) - (22,282) Total comprehensive loss - (2,865,084) - (22,282) (87,500) (2,974,866) Transactions with owner directly recorded in equity Shares issued during the year 12 887,800 - - - - 887,800 Less: transaction costs arising from issue of shares 12 (112,567) - - - - (112,567) Options issued during the year 13 - - 43,340 - - 43,340 Balance at 30 June 2015 5,009,963 (5,451,917) 188,340 (19,844) - (273,458) The accompanying notes form part of these financial statements. Krakatoa Resources Limited & Controlled Entities – 18 – STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2015 Note 2015 $ 2014 $ CASH FLOWS FROM OPERATING ACTIVITIES Interest received 237 29,811 Payments to suppliers and employees (527,461) (804,541) Payment for exploration and evaluation expenditure (330,047) (788,301) Net cash used in operating activities 16 (857,271) (1,563,031) CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of financial assets - 51,015 Loans to other entities - (193,865) Net cash used in investing activities - (142,850) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares 887,800 - Share application money (refunded) - (5,767) Payment of transaction costs associated with capital raising (69,227) - Net cash provided/(used in) by financing activities 818,573 (5,767) Net (decrease) in cash held (38,698) (1,711,648) Cash at beginning of financial year 61,796 1,773,444 Cash at end of financial year 6 23,098 61,796 The accompanying notes form part of these financial statements. Krakatoa Resources Limited & Controlled Entities – 19 – NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES These financial statements and notes represent those of Krakatoa Resources Limited (the “Company”) and its controlled entities (the “Group”). Krakatoa Resources Limited is a listed public Company, incorporated and domiciled in Australia. The financial statements were authorised for issue on 21 September 2015 by the directors of the Group. Basis of Preparation The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, including Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. The Group is a for profit entity for financial reporting purposes under Australian Accounting Standards. Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions to which they apply. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards as issued by the IASB. Material accounting policies adopted in the preparation of this financial report are presented below. They have been consistently applied unless otherwise stated. The financial report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected financial assets for which the fair value basis of accounting has been applied. All amounts are presented in Australian dollars unless otherwise stated. Going Concern The financial report has been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the ordinary course of business. The Company and Group incurred losses of $2,816,376 and $2,952,584 respectively and the Group had net cash outflows from operating activities of $857,271 for the year ended 30 June 2015. In addition, the Company and Group had a deficiency in net assets of $114,968 and $273,458 respectively as at 30 June 2015. The ability of the Company and Group to continue as going concerns is principally dependent upon the ability of the Company to secure funds by raising capital from equity markets and managing cashflow in line with available funds. These conditions indicate a material uncertainty, which may cast significant doubt about the ability of the Company and Group to continue as going concerns. The directors have prepared a cash flow forecast, which indicates that the Company and Group will have sufficient cash flows to meet all commitments and working capital requirements for the 12 month period from the date of signing this financial report. Subsequent to year end the Company raised $373,010 from the issue of 2,486,732 shares and has obtained letters of financial support from related party creditors that confirm repayment of amounts payable totalling $163,343 will not be called in the next 15 months, insofar as the funds of the Company permits repayment. Based on the cash flow forecasts, and other factors referred to above, the directors are satisfied that the going concern basis of preparation is appropriate. In particular, given the Company’s history of raising capital to date, the directors are confident of the Company’s ability to raise additional funds as and when they are required. Krakatoa Resources Limited & Controlled Entities – 20 – NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.) Going Concern (Cont.) Should the Company and Group be unable to continue as going concerns they may be required to realise their assets and extinguish their liabilities other than in the normal course of business and at amounts different to those stated in the financial statements. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or to the amount and classification of liabilities that might result should the Company and Group be unable to continue as going concerns and meet their debts as and when they fall due. Accounting Policies a) Basis of Consolidation The consolidated financial statements incorporate the financial statements of the Company and entities (including special purpose entities) controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Income and expense of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation. Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company. When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. When assets of the subsidiary are carried at revalued amounts or fair values and the related cumulative gain or loss has been recognised in other comprehensive income and accumulated in equity, the amounts previously recognised in other comprehensive income and accumulated in equity are accounted for as if the Group had directly disposed of the relevant assets (i.e. reclassified to profit or loss or transferred directly to retained earnings as specified by applicable Standards). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under AASB 139 ‘Financial Instruments: Recognition and Measurement’ or, when applicable, the cost on initial recognition of an investment in an associate or jointly controlled entity. Krakatoa Resources Limited & Controlled Entities – 21 – NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.) b) Income Tax The income tax expense (revenue) for the period comprises current income tax expense (income) and deferred tax expense (income). Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority. Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the period as well unused tax losses. Current and deferred income tax expense (income) is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity. Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss. Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised. Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future. Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled. Krakatoa Resources Limited & Controlled Entities – 22 – NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.) c) Exploration and Evaluation Expenditure Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Accumulated costs in relation to an abandoned area are written off in full against profit in the period in which the decision to abandon the area is made. When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal, and rehabilitation of the site in accordance with clauses of the mining permits. Such costs have been determined using estimates of future costs, current legal requirements and technology on an undiscounted basis. Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly the costs have been determined on the basis that the restoration will be completed within one period of abandoning the site. d) Financial Instruments Initial recognition and measurement Financial instruments, incorporating financial assets and financial liabilities, are recognised when the entity becomes a party to the contractual provisions of the instrument. Trade date accounting is adopted for financial assets that are delivered within timeframes established by marketplace convention. Financial instruments are initially measured at fair value plus transaction costs where the instrument is not classified as ‘at fair value through profit or loss’, in which case transaction costs are expensed to profit or loss immediately. Classification and subsequent measurement Finance instruments are subsequently measured at either of fair value, amortised cost using the effective interest rate method, or cost. Amortised cost is the amount at which the financial asset or financial liability is measured at initial recognition less principal repayments and reduction for impairment, and adjusted for any cumulative amortisation of the difference between the amount initially recognised and the maturity amount calculated using the effective interest method. Fair value represents the amount for which an asset could be exchanged or a liability settled, between knowledgeable, willing parties. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted. Krakatoa Resources Limited & Controlled Entities – 23 – NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.) d) Financial Instruments (Cont.) The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that exactly discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) through the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying value with a consequential recognition of an income or expense in profit or loss. The Group does not designate any interests in subsidiaries, associates or joint venture entities as being subject to the requirements of accounting standards specifically applicable to financial instruments. (i) Financial assets at fair value through profit and loss Financial assets are classified ‘at fair value through profit or loss’ when they are held for trading for the purpose of short term profit taking, where they are derivatives not held for hedging purposes, or designated as such to avoid an accounting mismatch or to enable performance valuation where a Group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Such assets are subsequently measured at fair value with changes in the carrying value being included in profit or loss. (ii) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost. Loans and receivables are included in current assets, except for those which are not expected to mature within 12 months after the end of the reporting period. All other loans and receivables are classified as non-current assets. (iii) Held-to-maturity investments Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the Group’s intention to hold these investments to maturity. They are subsequently measured at amortised cost. Held-to-maturity investments are included in non-current assets, except for those which are expected to mature within 12 months after the end of the reporting period. (All other investments are classified as current assets). If during the period the Group sold or reclassified more than an insignificant amount of the held-to-maturity investments before maturity, the entire held-to-maturity investments category would be tainted and reclassified as available-for-sale. (iv) Available for sale financial assets Available-for-sale financial assets are non-derivative financial assets that are either not suitable to be classified into other categories of financial assets due to their nature, or they are designated as such by management. They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments. Krakatoa Resources Limited & Controlled Entities – 24 – NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.) d) Financial Instruments (Cont.) Available-for-sale financial assets are included in non-current assets, except for those which are expected to mature within 12 months after the end of the reporting period. All other financial assets are classified as current assets. (v) Financial Liabilities Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost. Fair Value Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value of all unlisted securities, including recent arm’s length transactions, reference to similar instruments and option pricing models. Impairment At each reporting date the Group assesses whether there is objective evidence that a financial instrument has been impaired. In the case of available-for-sale financial instruments a significant or prolonged decline in the value of the instrument is considered to determine whether an impairment has arisen. Impairment losses are recognised in the statement of comprehensive income. De-recognition Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset is transferred to another party whereby the entity is no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expire. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss. e) Foreign Currencies The individual financial statements of each group entity are presented in the currency of the primary economic environment in which the entity operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each group entity are expressed in Australian dollars (‘$’), which is the functional currency of the Group and the presentation currency for the consolidated financial statements. In preparing the financial statements of each individual group entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Nonmonetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Krakatoa Resources Limited & Controlled Entities – 25 – NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.) e) Foreign Currencies (Cont.) Exchange differences on monetary items are recognised in profit or loss in the period in which they arise except for: • exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings; • exchange differences on transactions entered into in order to hedge certain foreign currency risks; and • exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation), which are recognised initially in other comprehensive income and reclassified from equity to profit or loss on repayment of the monetary items. For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated into Australian dollars using exchange rates prevailing at the end of the reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity (attributed to non-controlling interests as appropriate). On the disposal of a foreign operation (i.e. a disposal of the Group’s entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, loss of joint control over a jointly controlled entity that includes a foreign operation, or loss of significant influence over an associate that includes a foreign operation), all of the accumulated exchange differences in respect of that operation attributable to the Group are reclassified to profit or loss. In addition, in relation to a partial disposal of a subsidiary that does not result in the Group losing control over the subsidiary, the proportionate share of accumulated exchange differences are reattributed to non-controlling interests and are not recognised in profit or loss. For all other partial disposals (i.e. partial disposals of associates or jointly controlled entities that do not result in the Group losing significant influence or joint control), the proportionate share of the accumulated exchange differences is reclassified to profit or loss. f) Impairment of Assets At the end of each reporting date, the Group assesses whether there is any indication that an asset may be impaired. The assessment will include the consideration of external and internal sources of information including dividends received from subsidiaries, associates or jointly controlled entities deemed to be out of pre-acquisition profits. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed. Impairment testing is performed annually for intangible assets with indefinite lives. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. g) Cash and Cash Equivalents Cash and cash equivalents include cash on hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of 3 months or less. Krakatoa Resources Limited & Controlled Entities – 26 – NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.) h) Revenue Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets. All revenue is stated net of the amount of goods and services tax (GST). i) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST. Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows. j) Trade and other receivables All trade receivables are recognised when they are due for settlement in the short term. Collectability of trade and other receivables is reviewed on an ongoing basis. Debts which are known to be uncollectable are written off. A provision for doubtful debts is raised when some doubt as to collection exists. k) Trade and other payables These amounts represent liabilities for goods and services provided to the Group before the end of the financial period and which are unpaid. The amounts are unsecured and usually paid within 30 days of recognition. l) Issued capital Ordinary shares are classified as equity. Costs directly attributable to the issue of shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options, or for the acquisition of a business, are included in the cost of the acquisition as part of the purchase consideration. m) Earnings per share Basic earnings per share Basic earnings per share is determined by dividing the net profit after income tax attributable to members of the company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year. Diluted earnings per share Diluted earnings per share adjusts 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 the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. n) Comparative Figures When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. o) Critical Accounting Estimates and Judgments The directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group. Krakatoa Resources Limited & Controlled Entities – 27 – NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.) o) Critical Accounting Estimates and Judgements (Cont.) Taxation Balances disclosed in the financial statements and the notes thereto, related to taxation, are based on the best estimates of directors. These estimates take into account both the financial performance and position of the Group as they pertain to current income taxation legislation, and the directors understanding thereof. No adjustment has been made for pending or future taxation legislation. The current income tax position represents that directors’ best estimate, pending an assessment by the Australian Taxation Office. Share-based payment transactions The consolidated entity measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using either the Binomial or Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity. Exploration and Evaluation Expenditure Exploration and evaluation costs are carried forward where right of tenure of the area of interest is current. These costs are carried forward in respect of an area that has not at balance date reached a stage that permits reasonable assessment of the existence of economically recoverable reserves, refer to the accounting policy stated in note 1(c). p) Changes in accounting policies and disclosure In the year ended 30 June 2015, the Group has reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to its operations and effective for the current annual reporting period. It has been determined by the Group that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on its business and, therefore, no change is necessary to Group accounting policies. q) New Accounting Standards for Application in Future Periods Accounting Standards and Interpretations issued by the AASB that are not yet mandatorily applicable to the company, together with an assessment of the potential impact of such pronouncements on the company when adopted in future periods, are discussed below: • AASB 9: Financial Instruments and associated Amending Standards (applicable to annual reporting periods commencing on or after 1 January 2018). The Standard will be applicable retrospectively (subject to the provisions on hedge accounting outlined below) and includes revised requirements for the classification and measurement of financial instruments, revised recognition and derecognition requirements for financial instruments, and simplified requirements for hedge accounting. Krakatoa Resources Limited & Controlled Entities – 28 – NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT.) q) New Accounting Standards for Application in Future Periods (Cont.) The key changes that may affect the company on initial application include certain simplifications to the classification of financial assets, simplifications to the accounting of embedded derivatives, upfront accounting for expected credit loss, and the irrevocable election to recognise gains and losses on investments in equity instruments that are not held for trading in other comprehensive income. AASB 9 also introduces a new model for hedge accounting that will allow greater flexibility in the ability to hedge risk, particularly with respect to hedges of non-financial items. Should the entity elect to change its hedge policies in line with the new hedge accounting requirements of this Standard, the application of such accounting would be largely prospective. Although the directors anticipate that the adoption of AASB 9 may have an impact on the company’s financial instruments, including hedging activity, it is impracticable at this stage to provide a reasonable estimate of such impact. • AASB 15: Revenue from Contracts with Customers (applicable to annual reporting periods commencing on or after 1 January 2018). When effective, this Standard will replace the current accounting requirements applicable to revenue with a single, principles-based model. Except for a limited number of exceptions, including leases, the new revenue model in AASB 15 will apply to all contracts with customers as well as non-monetary exchanges between entities in the same line of business to facilitate sales to customers and potential customers. The core principle of the Standard is that an entity will recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for the goods or services. To achieve this objective, AASB 15 provides the following five-step process: - identify the contract(s) with a customer; - identify the performance obligations in the contract(s); - determine the transaction price; - allocate the transaction price to the performance obligations in the contract(s); and - recognise revenue when (or as) the performance obligations are satisfied. This Standard will require retrospective restatement, as well as enhanced disclosures regarding revenue. Although the directors anticipate that the adoption of AASB 15 may have an impact, it is impracticable at this stage to provide a reasonable estimate of such impact. Krakatoa Resources Limited & Controlled Entities – 29 – NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 2015 $ 2014 $ NOTE 2: REVENUE Interest received 237 34,524 Unrealised gain on financial assets 346 - Profit on sale of financial assets - 36,015 583 70,539 NOTE 3: INCOME TAX EXPENSE a. Reconciliation of income tax expense to prima facie tax payable: Loss from ordinary activities before income tax expense (2,952,584) (1,884,114) Prima facie tax benefit on loss from ordinary activities before income tax at 30% (885,775) (565,234) Increase in income tax due to: - Losses and temporary differences not recognised 885,775 565,234 Income tax attributable to the Group - - b. Unused tax losses and temporary differences for which no deferred tax asset has been recognised at 30%: Deferred tax assets have not been recognised in respect of the following: Tax revenue losses 2,600,957 776,049 Potential deferred tax assets attributable to tax losses and exploration expenditure carried forward have not been brought to account at 30 June 2015 because the directors do not believe it is appropriate to regard realisation of the deferred tax assets as probable at this point in time. These benefits will only be obtained if: - the Group derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the loss and exploration expenditure to be realised; - no changes in tax legislation adversely affect the Group in realising the benefit from the deductions for the loss and exploration expenditure. NOTE 4: EARNINGS PER SHARE a. Loss used to calculate basic EPS (2,952,584) (1,884,114) No No b. Weighted average number of ordinary shares outstanding during the period used in calculating basic and diluted EPS 39,193,047 30,808,222 Krakatoa Resources Limited & Controlled Entities – 30 – NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 5: KEY MANAGEMENT PERSONNEL COMPENSATION Remuneration of Key Management Personnel The totals of remuneration paid to the KMP of the Group during the year are as follows: 2015 $ 2014 $ Short-term employee benefits 150,000 234,597 Post-employment benefits 5,700 5,511 Share based payments - 220,000 Total remuneration 155,700 460,108 NOTE 6: CASH AND CASH EQUIVALENTS Cash at bank 23,098 61,796 NOTE 7: TRADE AND OTHER RECEIVABLES CURRENT GST receivable 6,698 4,873 Other receivables - 204,563 6,698 209,436 NOTE 8: OTHER FINANCIAL ASSETS Financial assets at fair value through profit or loss Held-for-trading Australian listed shares 1,211 865 Shares held for trading are traded for the purpose of short-term profit taking. Changes in fair value are included in the statement of comprehensive income. NOTE 9: OTHER ASSETS CURRENT Prepayments - 38,182 Krakatoa Resources Limited & Controlled Entities – 31 – NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 10: EXPLORATION AND EVALUATION EXPENDITURE 2015 $ 2014 $ Exploration expenditure capitalised - Exploration and evaluation phase - 1,767,767 A reconciliation of the carrying amount of exploration and evaluation expenditure is set out below: - Carrying amount at the beginning of the year 1,767,767 543,687 - Acquisition of exploration assets (note 15) - 1,330,267 - Exploration written off (1,767,767) (106,187) - 1,767,767 The value of the Group’s interest in exploration expenditure is dependent upon: • the continuance of the Group’s rights to tenure of the areas of interest; • the results of future exploration; and • the recoupment of costs through successful development and exploitation of the areas of interest, or alternatively, by their sale. NOTE 11: TRADE AND OTHER PAYABLES CURRENT Related party payables 163,343 155,697 Sundry payables and accrued expenses 141,122 39,514 304,465 195,211 Trade creditors, excluding related party payables, are expected to be paid on 30 day terms. NOTE 12: ISSUED CAPITAL 2015 No. 2015 $ 2014 No. 2014 $ Fully paid ordinary shares with no par value 43,773,003 5,009,963 35,000,003 4,234,730 a) Ordinary shares At the beginning of reporting period 35,000,003 4,234,730 29,000,003 2,914,730 Shares issued during the year: - 12 March 2014 - - 6,000,000 1,320,000 - 22 August 2014 1,000,000 100,000 - - - 5 November 2014 500,000 50,000 - - - 17 November 2014 810,000 81,000 - - - 3 December 2014 1,450,000 145,000 - - - 17 December 2014 2,250,000 225,000 - - - 10 April 2015 998,000 99,800 - - - 1 May 2015 660,000 66,000 - - - 11 May 2015 650,000 65,000 - - - 21 May 2015 350,000 35,000 - - - 22 June 2015 25,000 5,000 - - - 30 June 2015 80,000 16,000 - - Less capital raising costs - (112,567) - - Net share capital 43,773,003 5,009,963 35,000,003 4,234,730 Krakatoa Resources Limited & Controlled Entities – 32 – NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 The Group does not have authorised capital nor par value in respect of its issued capital. Ordinary shares have the right to receive dividends as declared and, in the event of a winding up of the Group, to participate in the proceeds from sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or proxy, at a meeting of the Group. b) Capital risk management The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern, so that it may continue to provide returns for shareholders and benefits for other stakeholders. The Group’s capital includes ordinary share capital and financial liabilities, supported by financial assets. Due to the nature of the Group’s activities, being mineral exploration, it does not have ready access to credit facilities, with the primary source of funding being equity raisings. Accordingly, the objective of the Group’s capital risk management is to balance the current working capital position against the requirements of the Group to meet exploration programmes and corporate overheads. This is achieved by maintaining appropriate liquidity to meet anticipated operating requirements, with a view to initiating appropriate capital raisings as required. The Group is not subject to any externally imposed capital requirements. 2015 2014 $ $ Cash and cash equivalents 23,098 61,796 Trade and other receivables 6,698 209,436 Other financial assets 1,211 865 Trade and other payables (304,465) (195,211) Working capital position (273,458) 76,886 c) Share Options on issue At 30 June 2015, the Group had no options on issue. As at 30 June 2014, the Group had 14,500,002 listed options exercisable at $0.20 on or before 30 June 2015 on issue. Options carry no rights to dividends and have no voting rights. NOTE 13: RESERVES Foreign currency translation reserve (19,844) 2,438 Option premium reserve 188,340 145,000 168,496 147,438 Exchange differences relating to the translation of the results and net assets of the Group’s foreign operations from their functional currencies to the Group’s presentation currency (i.e. Australian dollars) are recognised directly in other comprehensive income and accumulated in the foreign currency translation reserve. NOTE 14: NON-CONTROLLING INTEREST Balance at the beginning of the year 87,500 87,500 Share of loss for the year (87,500) - - 87,500 Krakatoa Resources Limited & Controlled Entities – 33 – NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 15: ACQUISTION OF EXPLORATION ASSETS On 12 March 2014, the Group completed the acquisition of a 99.8% interest in the issued capital of PT. Bina Citra Sawita through the payment of US$150,000 and the issue of 5,000,000 ordinary fully paid shares. It is considered that the acquisition of PT. Bina Citra Sawita is not a business combination, but rather an acquisition of mining tenements. Purchase consideration: Fair Value $ Cash 172,216 Ordinary shares 1,100,000 1,272,216 Identifiable assets/(liabilities) acquired: Mineral exploration and evaluation expenditure 1,330,267 Trade and other payables (58,051) 1,272,216 NOTE 16: CASH FLOW INFORMATION Reconciliation of Cash Flow from Operations with Loss after Income Tax 2015 $ 2014 $ Loss after income tax (2,952,584) (1,884,114) Non cash-flows in loss: Profit on sale of financial assets - (36,015) Unrealised (gain)/loss on financial assets (346) 21,625 Share based payments - 220,000 Impairment of receivables 204,563 - Impairment of capitalised exploration expenditure 1,767,767 - Foreign exchange loss (22,282) 1,992 Changes in assets and liabilities: Trade and other receivables (1,825) (3,174) Other assets 38,181 124,692 Exploration and evaluation - (66,029) Trade payables and accruals 109,255 57,992 Cash flow from operations (857,271) (1,563,031) Non Cash Investing & Financing Activities: During the financial year ended 30 June 2015, the Group issued 4,334,000 unlisted options exercisable at $0.20 on or before 30 June 2015 as consideration for brokerage services associated with the placements completed during the year, as disclosed in Note 18. During the financial year ended 30 June 2014, the Group issued 5,000,000 shares as part consideration of a 99.8% interest in the issued capital of PT. Bina Citra Sawita, as disclosed in Note 15. Apart from the above, there were no non-cash investing or financing activities entered into by the Group during the year. Krakatoa Resources Limited & Controlled Entities – 34 – NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 17: RELATED PARTY TRANSACTIONS The Group incurred the following transactions with related parties: - During the year ended 30 June 2015, Pt Geofirst Consulting, an entity which Aryo Bimo is a director, invoiced the Group $53,499 (2014: $343,383) for exploration services. An amount of $103,978 (2014: $102,043) was outstanding at year end. - During the year ended 30 June 2014, the Group completed the acquisition of a 99.8% interest in the issued capital of PT. Bina Citra Sawita. At acquisition, PT. Bina Citra Sawita had a payable to PT. Sitasa Energi, an entity which Aryo Bimo is a director. An amount of $59,365 (2014: $53,654) was outstanding at year end. - During the year ended 30 June 2014, Mincorp Pty Ltd, an entity which Kent Hunter and Stephen Brockhurst are directors and have a beneficial interest, was paid $56,090 in Group secretarial fees up until the resignation of Kent Hunter from the board of directors on 5 December 2013. All transactions were made on normal commercial terms and condition and at market rates. 2015 2014 $ $ NOTE 18: SHARE BASED PAYMENTS The following share based payments were in existence during the year: Options During the year ended 30 June 2015, the Group issued 4,334,000 unlisted options exercisable at $0.20 on or before 30 June 2015 as consideration for brokerage services associated with the placements completed during the year 43,340 - Fair value of options issued during the period: The fair value of unlisted options issued were determined by reference to market price of the listed options with the same expiry date, exercise price and terms and conditions. Ordinary shares On 13 March 2014, 1,000,000 ordinary shares were issued to Aryo Bimo as an incentive for future performance On 12 March 2014, 5,000,000 ordinary shares were issued to Sitasa as part consideration for the exploration asset acquired - - 220,000 1,100,000 Fair value of ordinary shares issued during the period: The fair value of ordinary shares issued were determined by reference to market price. Krakatoa Resources Limited & Controlled Entities – 35 – NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 19: AUDITORS’ REMUNERATION 2015 2014 $ $ Remuneration of RSM Bird Cameron Partners as auditor for: — Auditing or reviewing the financial report 25,300 24,500 — taxation services 600 500 NOTE 20: CONTINGENT LIABILITIES AND CONTINGENT ASSETS The Group will issue to the vendors of PT. Dana Ramakala up to an additional 2,000,000 Krakatoa shares, upon the achievement of the following performance milestones: a. 1,000,000 upon completion of a mapped geochemical survey, that in the sole discretion of Krakatoa, warrants a 3 to 4 thousand metre diamond drilling program; and b. 1,000,000 upon a JORC compliant resource of 1m oz Au or equivalent. The Group has other no contingent assets or contingent liabilities. NOTE 21: EVENTS AFTER THE REPORTING PERIOD On 15 July 2015, the Company announced that it will undertake, subject to the approval of shareholders, a placement of options (Option Placement) on the basis of one (1) New Option for every one (1) $0.20 listed and unlisted option which expired at 5.00pm (WST) on 30 June 2015 (Expired Options). The Option Placement will be at an issue price of $0.01 per New Option to raise approximately $230,630 before costs, with the New Options to have an expiry date of 31 March 2017 and an exercise price of $0.20. On 30 July 2015 and 12 August 2015, the Company issued 1,846,732 and 640,000 fully paid ordinary shares respectively at an issue of $0.15 per share, raising $373,010 before capital raising costs. No matters or circumstances have arisen since the end of the financial period which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial periods. NOTE 22: CAPITAL AND LEASING COMMITMENTS The Group has no commitments as at 30 June 2015. NOTE 23: CONTROLLED ENTITIES Equity HoldingEquity Holding Country of Incorporation 20152014 %%Subsidiaries of Krakatoa Resources Limited: PT. Bumi Pratama Indonesia 100100PT. Dana Ramakala Indonesia 8080PT. Bina Citra Sawita Indonesia 99.899.8 Krakatoa Resources Limited & Controlled Entities – 36 – NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 24: PARENT ENTITY DISCLOSURES Financial position 2015 $ 2014 $ Assets Current assets 26,154 301,003 Non-current assets - 1,621,345 Total assets 26,154 1,922,348 Liabilities Current liabilities 141,122 39,513 Total liabilities 141,122 39,513 Equity Issued capital 5,009,963 4,234,730 Accumulated losses (5,313,271) (2,496,895) Reserves 188,340 145,000 Total equity (114,968) 1,882,835 Financial performance (Loss) for the year (2,816,376) (1,794,175) Total comprehensive (loss) for the year (2,816,376) (1,794,175) Guarantees: Krakatoa Resources Limited has not entered into any guarantees in the current or previous financial year, in relation to the debts of its subsidiaries. Other Commitments and Contingencies: Krakatoa Resources Limited has no commitment to acquire property, plant and equipment and has no contingent liabilities other than disclosed in Note 20. NOTE 25: OPERATING SEGMENTS The Group has identified its operating segments based on the internal reports that are used by the Board (the chief operating decision makers) in assessing performance and in determining the allocation of resources. The operating segments are identified by the Board based on the phase of operation within the mining industry. For management purposes, the Group has organised its operations into two reportable segments on the basis of stage of development as follows: • Development assets; and • Exploration and evaluation assets, which includes assets that are associated with the determination and assessment of the existence of commercial economic reserves. The Board as a whole will regularly review the identified segments in order to allocate resources to the segment and to assess its performance. During the year ended 30 June 2015, the Group had no development assets. The Board considers that it has only operated in one segment, being mineral exploration within Indonesia. The Group is domiciled in Australia. All revenue from external customers are only generated from Australia and Indonesia. No revenues were derived from a single external customer. Krakatoa Resources Limited & Controlled Entities – 37 – NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 26: FINANCIAL RISK MANAGEMENT The Group has exposure to the following risks from their use of financial instruments: - credit risk; - liquidity risk; and - market risk. This note presents information about the Group’s exposure to each of the above risks, their objectives, policies and processes for measuring and managing risk, and the management of capital. The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. Management monitors and manages the financial risks relating to the operations of the Group through regular reviews of the risks. Credit risk The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group’s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions is spread amongst approved counterparties. Credit risk related to balances with banks and other financial institutions is managed by the board. The board’s policy requires that surplus funds are only invested with counterparties with a Standard & Poor’s rating of at least AA-. All of the Group’s surplus funds are invested with AA Rated financial institutions. The credit risk for counterparties included in cash and cash equivalents at 30 June 2015 is detailed below: 2015 $ 2014 $ Financial assets: Cash and cash equivalents - AA rated counterparties 23,098 61,796 The Group does not have any material credit risk exposure to any single receivable or Group of receivables under financial instruments entered into by the Group. Liquidity risk The responsibility with liquidity risk management rests with the Board of Directors. The Group manages liquidity risk by monitoring forecast cash flows and ensuring that adequate working capital is maintained. The Group’s policy is to ensure that it has sufficient cash reserves to carry out its planned exploration activities over the next 12 months. Market Risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments. Krakatoa Resources Limited & Controlled Entities – 38 – NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 Interest rate risk The Group is exposed to interest rate risk as it invests funds at floating interest rates. Interest rate sensitivity analysis At 30 June 2015, the effect on loss and equity as a result of a 2% increase in the interest rate, with all other variables remaining constant would be a decrease in loss by $5 (2014: $1,236) and an increase in equity by $5 (2014: $1,236). The effect on loss and equity as a result of a 2% decrease in the interest rate, with all other variables remaining constant would be an increase in loss by $5 (2014: $1,236) and an decrease in equity by $5 (2014: $1,236). Fair value of financial instruments The Directors consider that the carrying amount of financial assets and financial liabilities recorded in the financial statements approximates their fair value. Financial instruments measured at fair value The financial instruments recognised at fair value in the statement of financial position have been analysed and classified using a fair value hierarchy reflecting the significance of the inputs used in making the measurements. The fair value hierarchy consists of the following levels: - Quoted prices in active markets for identical assets and liabilities (level 1); - Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (level 2); and - Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3). 2015 Level 1 Level 2 Level 3 Total Financial assets $ $ $ $ Fair value through profit or loss - Listed investments – held for trading 1,211 - - 1,211 2014 Level 1 Level 2 Level 3 Total Financial assets $ $ $ $ Fair value through profit or loss - Listed investments – held for trading 865 - - 865 Included within level 1 of the hierarchy are listed investments. The fair value of these financial assets have been based on the closing quoted bid prices at the end of the reporting period, excluding transaction costs. Krakatoa Resources Limited & Controlled Entities – 39 – DIRECTORS’ DECLARATION In accordance with a resolution of the Directors of Krakatoa Resources, I state that: 1. In the opinion of the directors: (a) the financial statements and notes of the Group are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the financial position of the Group as at 30 June 2015 and of its performance for the year ended on that date; and (ii) complying with Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; (b) 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 (c) the financial statements and notes also comply with International Financial Reporting Standards as disclosed in note 1. 2. This declaration has been made after receiving the declarations required to be made by the directors in accordance with sections of 295A of the Corporations Act 2001 for the financial year ended 30 June 2015. On behalf of the Board Colin Locke Executive Chairman Dated: 22 September 2015 RSM Bird Cameron Partners 8 St George’s Terrace Perth WA 6000 GPO Box R1253 Perth WA 6844 T +61 8 9261 9100 F +61 8 9261 9101 www.rsmi.com.au INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF KRAKATOA RESOURCES LIMITED Report on the Financial Report We have audited the accompanying financial report of Krakatoa Resources Limited, which comprises the statement of financial position as at 30 June 2015, the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors' declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year. Directors’ Responsibility 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 is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards. Auditor’s Responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Liability limited by a scheme approved under Professional Standards Legislation Major Offices in: Perth, Sydney, Melbourne, Adelaide and Canberra ABN 36 965 185 036 RSM Bird Cameron Partners is a member of the RSM network. Each member of the RSM network is an independent accounting and advisory firm which practises in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of Krakatoa Resources Limited, would be in the same terms if given to the directors as at the time of this auditor's report. Opinion In our opinion: (a) the financial report of Krakatoa Resources Limited is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2015 and of its performance for the year ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and (b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1. Emphasis of Matter Without qualifying our opinion, we draw attention to Note 1, which indicates that the company and consolidated entity incurred losses of $2,816,376 and $2,952,584 respectively and the consolidated entity had net cash outflows from operating activities of $857,271 during the year ended 30 June 2015. As of that date, the company’s and consolidated entity’s current liabilities exceeded total assets by $114,968 and $273,458 respectively. These conditions, along with other matters as set forth in Note 1, indicate the existence of a material uncertainty which may cast significant doubt about the company’s and consolidated entity’s ability to continue as going concerns and therefore, the company and consolidated entity may be unable to realise their assets and discharge their liabilities in the normal course of business. Report on the Remuneration Report We have audited the Remuneration Report included within the directors’ report for the year ended 30 June 2015. 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. Opinion In our opinion, the Remuneration Report of Krakatoa Resources Limited for the year ended 30 June 2015 complies with section 300A of the Corporations Act 2001. RSM BIRD CAMERON PARTNERS Perth, WA Dated: 22 September 2015 TUTU PHONG Partner Krakatoa Resources Limited & Controlled Entities – 42 – CORPORATE GOVERNANCE STATEMENT The Company is committed to implementing the highest standards of corporate governance. In determining what those high standards should involve the Company has considered the ASX Corporate Governance Council’s Principles of Good Corporate Governance and Recommendations. In line with the above, the Board has set out the way forward for the Company in its implementation of its Principles of Good Corporate Governance and Recommendations. The approach taken by the board was to set a blueprint for the Company to follow as it introduces elements of the governance process. Due to the current size of the Company and the scale of its operations it is neither practical nor economic for the adoption of all of the recommendations approved via the board charter. Where the Company has not adhered to the recommendations it has stated that fact in this Corporate Governance Statement however has set out a mandate for future compliance when the size of the Company and the scale of its operations warrants the introduction of those recommendations. Date of last review and Board approval: 17 September 2015. Principle / Recommendation Compliance Reference Commentary Principle 1: Lay solid foundations for management and oversight Recommendation 1.1 A listed entity should disclose: a) the respective roles and responsibilities of its board and management; and b) those matters expressly reserved to the board and those delegated to management. Yes Board Charter Code of Conduct, Independent Professional Advice Policy, Website To add value to the Company the Board has been formed so that it has effective composition, size and commitment to adequately discharge its responsibilities and duties. Directors are appointed based on the specific skills required by the Company and on their decision-making and judgment. The Board’s role is to govern the Company rather than to manage it. In governing the Company, the Directors must act in the best interests of the Company as a whole. It is the role of senior management to manage the Company in accordance with the direction and delegations of the Board and the responsibility of the Board to oversee the activities of management in carrying out those delegated duties. In carrying out its governance role, the main task of the Board is to drive the performance of the Company. The Board must also ensure that the Company complies with all of its contractual, statutory and any other legal obligations, including the requirements of any regulatory body. The Board has the final responsibility for the successful operations of the Company. To assist the Board carry its functions, it has developed a Code of Krakatoa Resources Limited & Controlled Entities – 43 – Conduct to guide the Directors. In general, the Board is responsible for, and has the authority to determine, all matters relating to the policies, practices, management and operations of the Company. It is required to do all things that may be necessary to be done in order to carry out the objectives of the Company. Without intending to limit this general role of the Board, the principal functions and responsibilities of the Board include the following: • Leadership of the Organisation: overseeing the Company and establishing codes that reflect the values of the Company and guide the conduct of the Board. • Strategy Formulation: to set and review the overall strategy and goals for the Company and ensuring that there are policies in place to govern the operation of the Company. • Overseeing Planning Activities: the development of the Company’s strategic plan. • Shareholder Liaison: ensuring effective communications with shareholders through an appropriate communications policy and promoting participation at general meetings of the Company as well as ensuring timely and balanced disclosures of all material information concerning the Company that a reasonable person would expect to have a material effect on the price or value of the entity’s securities. • Monitoring, Compliance and Risk Management: the development of the Company’s risk management, compliance, control and accountability systems and monitoring and directing the financial and operational performance of the Company. • Company Finances: approving expenses and approving and monitoring acquisitions, divestitures and financial and other reporting along with ensuring the integrity of the Company’s financial and other reporting. • Human Resources: reviewing the Krakatoa Resources Limited & Controlled Entities – 44 – performance of Executive Officers and monitoring the performance of senior management in their implementation of the Company’s strategy. • Ensuring the Health, Safety and Well-Being of Employees: in conjunction with the senior management team, developing, overseeing and reviewing the effectiveness of the Company’s occupational health and safety systems to ensure the well-being of all employees. • Delegation of Authority: delegating appropriate powers to the Managing Director to ensure the effective day-to-day management of the Company and establishing and determining the powers and functions of the Committees of the Board. • Monitoring the effectiveness of the Company’s corporate governance practices. Full details of the Board’s and Company Secretary’s roles and responsibilities are contained in the Board Charter. The Board collectively and each Director has the right to seek independent professional advice at the Company’s expense, up to specified limits, (that limit is currently set at $2,000), to assist them to carry out their responsibilities. Recommendation 1.2 A listed entity should: a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re- elect a director. Yes Director Selection Procedure, Website Directors are appointed based on the specific governance skills required by the Company. Given the size of the Company and the business that it operates, the Company aims at all times to have at least one Director with experience appropriate to the Company’s operations. The Company’s current Directors all have relevant experience in the operations. In addition, Directors should have the relevant blend of personal experience in: • Accounting and financial management; and • Director-level business experience. Each member of the Board is committed to spending sufficient time to enable them to carry out their duties Krakatoa Resources Limited & Controlled Entities – 45 – as a Director of the Company. In determining candidates for the Board, the Nomination Committee (refer to recommendation 2.1) follows a prescribed process whereby it evaluates the mix of skills, experience and expertise of the existing Board. In particular, the Nomination Committee is to identify the particular skills that will best increase the Board's effectiveness. Consideration is also given to the balance of independent directors. Potential candidates are identified and, if relevant, the Nomination Committee (or equivalent) recommends an appropriate candidate for appointment to the Board. Any appointment made by the Board is subject to ratification by shareholders at the next general meeting. The Board recognises that Board renewal is critical to performance and the impact of Board tenure on succession planning. Each director other than the Managing Director, must not hold office (without re-election) past the third annual general meeting of the Company following the director's appointment or three years following that director's last election or appointment (whichever is the longer). However, a director appointed to fill a casual vacancy or as an addition to the Board must not hold office (without re-election) past the next annual general meeting of the Company. At each annual general meeting a minimum of one director or one third of the total number of directors must resign. A director who retires at an annual general meeting is eligible for re-election at that meeting and re-appointment of directors is not automatic. The Nomination Committee is responsible for implementing a program to identify, assess and enhance Director competencies. In addition, the Nomination Committee puts in place succession plans to ensure an appropriate mix of skills, experience, expertise and diversity are maintained on the Board. Krakatoa Resources Limited & Controlled Entities – 46 – Recommendation 1.3 A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. Yes Kept at registered office, Independent Professional Advice Policy Each non-executive director has a written agreement with the Company that covers all aspects of their appointment including term, time commitment required, remuneration, disclosure of interests that may affect independence, guidance on complying with the Company’s corporate governance policies and the right to seek independent advice, indemnity and insurance arrangements, rights of access to the Company’s information and ongoing confidentiality obligations as well as roles on the Company’s committees. Each executive director’s agreement with the Company includes the same details as the non-executive directors’ agreements but also includes a position description, reporting hierarchy and termination clauses. To assist directors with independent judgement, it is the Board's policy that if a director considers it necessary to obtain independent professional advice to properly discharge the responsibility of their office as a director then, provided the director first obtains approval from the Chair for incurring such expense, the Company will pay the reasonable expenses associated with obtaining such advice. Recommendation 1.4 The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board. Yes Board Charter, Website Full details of the Board’s and Company Secretary’s roles and responsibilities are contained in the Board Charter. Recommendation 1.5 A listed entity should: a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the Yes Diversity Policy, Website The Company recognises and respects the value of diversity at all levels of the organisation. The Company is committed to setting measurable objectives for attracting and engaging women at the Board level, in senior management and across the whole organisation. The Diversity Policy was re-adopted during the year and the Company set the following objectives for the Krakatoa Resources Limited & Controlled Entities – 47 – entity’s progress in achieving them; b) disclose that policy or a summary of it; and c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them, and either: 1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or 2) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. employment of women: • to the Board – no target set • to senior management (including Company Secretary) – 20% • to the organisation as a whole – 20% As at the date of this report, the Company has the following proportion of women appointed: • to the Board – 0% • to senior management (including Company Secretary) – 0% • to the organisation as a whole – 33% The Company recognises that the mining and exploration industry is intrinsically male dominated in many of the operational sectors and the pool of women with appropriate skills will be limited in some instances. The Company recognises that diversity extends to matters of age, disability, ethnicity, marital/family status, religious/cultural background and sexual orientation. Where possible, the Company will seek to identify suitable candidates for positions from a diverse pool. Recommendation 1.6: A listed entity should: a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the Yes Board , Committee & Individuals Performance Evaluation Procedure Website It is the policy of the Board to conduct evaluation of its performance. The objective of this evaluation is to provide best practice corporate governance to the Company. During the financial year an evaluation of the performance of the Board and its members was not formally carried out. However, a general review of the Board and executives occurs on an on-going basis to ensure that structures suitable to the Company's status as a listed entity are in place. Krakatoa Resources Limited & Controlled Entities – 48 – reporting period in accordance with that process. Recommendation 1.7: A listed entity should: a) have and disclose a process for periodically evaluating the performance of its senior executives; and b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. Yes Board , Committee & Individuals Performance Evaluation Procedure, Website It is the policy of the Board to conduct evaluation of individuals’ performance. The objective of this evaluation is to provide best practice corporate governance to the Company. During the financial year an evaluation of the performance of the individuals was not formally carried out. However, a general review of the individuals occurs on an on-going basis to ensure that structures suitable to the Company's status as a listed entity are in place. Principle 2: Structure the board to add value Recommendation 2.1 The Board of a listed entity should: a) have a nomination committee which: 1) has at least three members, a majority of whom are independent directors; and 2) is chaired by an independent director, and disclose: 3) the charter of the committee; 4) the members of the committee; and 5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board No Nomination Committee Charter, Independent Professional Advice Policy Website The full Board performs the role of Nomination Committee. The role of a Nomination Committee is to help achieve a structured Board that adds value to the Company by ensuring an appropriate mix of skills are present in Directors on the Board at all times. The Nomination Committee did not meet during the year ended 30 June 2015. The responsibilities of a Nomination Committee would include devising criteria for Board membership, regularly reviewing the need for various skills and experience on the Board and identifying specific individuals for nomination as Directors for review by the Board. The Nomination Committee also oversees management succession plans including the Executive Director and his/her direct reports and evaluate the Board’s performance and make recommendations for the appointment and removal of Directors. Matters such as remuneration, expectations, terms, the procedures for dealing with conflicts of interest and the availability of independent professional advice are clearly understood by all Directors, who are experienced public company Directors. The Board collectively and each Director has the right to seek independent professional advice at the Company’s expense, up to specified Krakatoa Resources Limited & Controlled Entities – 49 – succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively. limits, (that limit is currently set at $2,000), to assist them to carry out their responsibilities. Recommendation 2.2 A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership. Yes Kept at registered office The Company has reviewed the skill set of its Board to determine where the skills lie and any relevant gaps in skills shortages. The Company is working towards filling these gaps through professional development initiatives as well as seeking to identify suitable Board candidates for positions from a diverse pool. Recommendation 2.3 A listed entity should disclose: a) the names of the directors considered by the board to be independent directors; b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and c) the length of service of each director. Yes Board Charter, Independence of Directors Assessment Website The Company recognises the importance of Non-Executive Directors and the external perspective and advice that Non-Executive Directors can offer. An Independent Director: 1. is a Non-Executive Director and; 2. is not a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company; 3. within the last three years has not been employed in an executive capacity by the Company or another group member, or been a Director after ceasing to hold any such employment; 4. within the last three years has not been a principal of a material professional adviser or a material consultant to the Company or another group member, or an employee materially associated with the service provided; 5. is not a material supplier or customer of the Company or another group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer; 6. has no material contractual relationship with the Company or other group member other than as a Director of the Company; 7. has not served on the Board for a period which could, or could reasonably be perceived to, Krakatoa Resources Limited & Controlled Entities – 50 – materially interfere with the Director’s ability to act in the best interests of the Company; and 8. is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of the Company. Materiality for the purposes of points 1 to 8 above is determined on the basis of both quantitative and qualitative aspects with regard to the independence of Directors. An amount over 5% of the Company’s expenditure or 10% of the particular directors annual gross income is considered to be material. A period of more than six years as a Director would be considered material when assessing independence. Colin Locke (appointed 6 August 2015) is an Executive Director of the Company and does not meet the Company’s criteria for independence. However, his experience and knowledge of the Company makes his contribution to the Board such that it is appropriate for him to remain on the Board. Brian Varndell (appointed 5 December 2013) is a Non-Executive Director of the Company and meets the Company’s criteria for independence. Aryo Bimo (appointed Non-Executive Director on 6 August 2015 and previously Executive Director appointed on 18 December 2013) does not meet the Company’s criteria for independence. However, his experience and knowledge of the Company makes his contribution to the Board such that it is appropriate for him to remain on the Board. Recommendation 2.4 A majority of the board of a listed entity should be independent directors. No Independence of Directors Assessment, Website Due to recent changes within the Company, 1 out of 3 directors are independent. The Company is continually evaluating and reviewing the Board structure with an aim to acquire more independent directors. Krakatoa Resources Limited & Controlled Entities – 51 – Recommendation 2.5 The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity. No Independence of Directors Assessment, Website The Chairperson is not an independent Director and is not the CEO / Managing Director. The Company is continually evaluating and reviewing the Board structure. Recommendation 2.6 A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively. Yes Director Induction Program, Ongoing Education Framework, Website It is the policy of the Company that each new Director undergoes an induction process in which they are given a full briefing on the Company. Where possible this includes meetings with key executives, tours of the premises, an induction package and presentations. Information conveyed to new Directors include: • details of the roles and responsibilities of a Director; • formal policies on Director appointment as well as conduct and contribution expectations; • a copy of the Corporate Governance Statement, Charters, Policies and Memos and • a copy of the Constitution of the Company. In order to achieve continuing improvement in Board performance, all Directors are encouraged to undergo continual professional development. The Board has implemented an Ongoing Education Framework. Principle 3: Act ethically and responsibly Recommendation 3.1 A listed entity should: a) have a code of conduct for its directors, senior executives and employees; and b) disclose that code or a summary of it. Yes Code of Conduct Website As part of its commitment to recognising the legitimate interests of stakeholders, the Company has established a Code of Conduct to guide compliance with legal and other obligations to legitimate stakeholders. These stakeholders include employees, clients, customers, government authorities, creditors and the community as whole. Principle 4: Safeguard integrity in corporate reporting Recommendation 4.1 The board of a listed entity should: (a) have an audit committee which: a) has at least three members, all of whom are non-No Audit Committee Charter, Website Given the current size and composition of the Board, the Board believes that there would be no efficiencies gained by establishing a separate Audit Committee. Accordingly, the Board performs the role of Audit Committee. Krakatoa Resources Limited & Controlled Entities – 52 – executive directors and a majority of whom are independent directors; and 1) is chaired by an independent director, who is not the chair of the board, and disclose: 2) the charter of the committee; 3) the relevant qualifications and 4) experience of the members of the committee; and 5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. Items that are usually required to be discussed by an Audit Committee are discussed at a separate meeting when required. When the Board convenes as the Audit Committee it carries out those functions which are delegated to it in the Company’s Audit Committee Charter. The Board deals with any conflicts of interest that may occur when convening in the capacity of the Audit Committee by ensuring that the Director with conflicting interests is not party to the relevant discussions. The Board did not meet as the Audit Committee during the year. To assist the Board to fulfil its function as the Audit Committee, the Company has adopted an Audit Committee Charter which describes the role, composition, functions and responsibilities of the Audit Committee. All of the Directors consider themselves to be financially literate and possess relevant industry experience. The Company has established procedures for the selection, appointment and rotation of its external auditor. The Board is responsible for the initial appointment of the external auditor and the appointment of a new external auditor when any vacancy arises, as recommended by the Audit Committee (or its equivalent). Candidates for the position of external auditor must demonstrate complete independence from the Company through the engagement period. The Board may otherwise select an external auditor based on criteria relevant to the Company's business and circumstances. The performance of the external auditor is reviewed on an annual basis by the Audit Committee (or its equivalent) and any recommendations are made to the Board. Krakatoa Resources Limited & Controlled Entities – 53 – Recommendation 4.2 The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. Yes Kept at registered office The Executive Director (Executive Chairman) and Company Secretary (Chief Financial Officer) provide a declaration to the Board in accordance with section 295A of the Corporations Act for each financial report and assure the Board that such declaration is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks. Recommendation 4.3 A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit. Yes AGM The external auditor is required to attend every AGM for the purpose of answering questions from security holders relevant to the audit. Principle 5: Make timely and balanced disclosure Recommendation 5.1 A listed entity should: a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and b) disclose that policy or a summary of it. Yes Continuous Disclosure Policy, Website The Board has designated the Company Secretary as the person responsible for overseeing and coordinating disclosure of information to the ASX as well as communicating with the ASX. In accordance with the ASX Listing Rules the Company immediately notifies the ASX of information: 1. concerning the Company that a reasonable person would expect to have a material effect on the price or value of the Company’s securities; and 2. that would, or would be likely to, influence persons who commonly invest in securities in deciding whether to acquire or dispose of the Company’s securities. Krakatoa Resources Limited & Controlled Entities – 54 – Principle 6: Respect the rights of security holders Recommendation 6.1 A listed entity should provide information about itself and its governance to investors via its website. Yes Website Disclosure Policy, Website The Company’s website includes the following: • Corporate Governance policies, procedures, charters, programs, assessments, codes and frameworks • Names and biographical details of each of its directors and senior executives • Constitution • Copies of annual, half yearly and quarterly reports • ASX announcements • Copies of notices of meetings of security holders • Media releases • Overview of the Company’s current business, structure and history • Details of upcoming meetings of security holders • Summary of the terms of the securities on issue • Historical market price information of the securities on issue • Contact details for the share registry and media enquiries • Share registry key security holder forms Recommendation 6.2 A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors. Yes Shareholder Communication Policy, Social Media Policy Website The Company respects the rights of its shareholders and to facilitate the effective exercise of those rights the Company is committed to: • communicating effectively with shareholders through releases to the market via ASX, information mailed to shareholders and the general meetings of the Company; • giving shareholders ready access to balanced and understandable information about the Company and corporate proposals; • requesting the external auditor to attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the auditor’s report of future Annual Reports. Krakatoa Resources Limited & Controlled Entities – 55 – The Company also makes available a telephone number and email address for shareholders to make enquiries of the Company. Recommendation 6.3 A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders. Yes Shareholder Communication Policy Website The Company respects the rights of its shareholders and to facilitate the effective exercise of those rights the Company is committed to making it easy for shareholders to participate in shareholder meetings of the Company. The Company also makes available a telephone number and email address for shareholders to make enquiries of the Company. Recommendation 6.4 A listed entity should give security holders the option to receive communications from and send communications to, the entity and its security registry electronically. Yes Shareholder Communication Policy Website Shareholders are regularly given the opportunity to receive communications electronically. Principle 7: Recognise and manage risk Recommendation 7.1 The board of a listed entity should: a) have a committee or committees to oversee risk, each of which: 1) has at least three members, a majority of whom are independent directors; and 2) is chaired by an independent director, and disclose: 3) the charter of the committee; 4) the members of the committee; and 5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or No Risk Management Policy Website The Board has not established a separate Risk Committee, and therefore it is not structured in accordance with Recommendation 7.1. Given the current size and composition of the Board, the Board believes that there would be no efficiencies gained by establishing a separate Risk Committee. Accordingly, the Board performs the role of Risk Committee. Items that are usually required to be discussed by a Risk Committee are discussed at a separate meeting when required. When the Board convenes as the Risk Committee it carries out those functions which are delegated to it in the Company’s Risk Committee Charter. The Board deals with any conflicts of interest that may occur when convening in the capacity of the Risk Committee by ensuring that the Director with conflicting interests is not party to the relevant discussions. The Board as a whole did not meet as the Risk Committee during the year. Risk identification and risk management discussions occurred during the year. To assist the Board to fulfil its function as the Risk Committee, the Company has adopted Krakatoa Resources Limited & Controlled Entities – 56 – b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework. a Risk Management Policy. Recommendation 7.2 The board or a committee of the board should: a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and b) disclose, in relation to each reporting period, whether such a review has taken place. Yes Risk Management Policy Website The Company’s Risk Management Policy states that the Board as a whole is responsible for the oversight of the Company’s risk management and control framework. The objectives of the Company’s Risk Management Strategy are to: • identify risks to the Company; • balance risk to reward; • ensure regulatory compliance is achieved; and • ensure senior executives, the Board and investors understand the risk profile of the Company. The Board monitors risk through various arrangements including: • regular Board meetings; • share price monitoring; • market monitoring; and • regular review of financial position and operations. The Company has developed a Risk Register in order to assist with the risk management of the Company. The Company’s Risk Management Policy is considered a sound strategy for addressing and managing risk. During the year, the Board reviewed the following categories of risks affecting the Company as part of the Company’s systems and processes for managing material business risks: operational, financial reporting, sovereignty and market-related risks. Recommendation 7.3 A listed entity should disclose: a) if it has an internal audit function, how the function is structured and what role it performs; or No Audit Committee Charter Website The Board performs the role of Audit Committee. When the Board convenes as the Audit Committee it carries out those functions which are delegated to it in the Company’s Audit Committee Charter which include overseeing the establishment and implementation by management of a system for identifying, assessing, monitoring and Krakatoa Resources Limited & Controlled Entities – 57 – b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes. managing material risk throughout the Company, which includes the Company’s internal compliance and control systems. Due to the nature and size of the Company's operations, and the Company’s ability to derive substantially all of the benefits of an independent internal audit function, the expense of an independent internal auditor is not considered to be appropriate. Recommendation 7.4 A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks. Yes Corporate Governance Statement The Company has considered its economic, environmental and social sustainability risks by way of internal review and has concluded that it is not subject to material economic, environmental and social sustainability risks. Principle 8: Remunerate fairly and responsibly Recommendation 8.1 The board of a listed entity should: a) have a remuneration committee which: 1) has at least three members, a majority of whom are independent directors; and 2) is chaired by an independent director, and disclose: 3) the charter of the committee; 4) the members of the committee; and 5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or b) if it does not have a No Remuneration Committee Charter, Independent Professional Advice Policy Website The Board performs the role of Remuneration Committee. When the Board convenes as the Remuneration Committee it carries out those functions which are delegated to it in the Company’s Remuneration Committee Charter. The role of a Remuneration Committee is to assist the Board in fulfilling its responsibilities in respect of establishing appropriate remuneration levels and incentive policies for employees. The Remuneration Committee did not meet during the financial year ended 30 June 2015. The responsibilities of a Remuneration Committee include setting policies for senior officers’ remuneration, setting the terms and conditions of employment for the Executive Director, reviewing and making recommendations to the Board on the Company’s incentive schemes and superannuation arrangements, reviewing the remuneration of both Executive and Non-Executive Directors, recommendations for remuneration by gender and making recommendations on any proposed Krakatoa Resources Limited & Controlled Entities – 58 – remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive. changes and undertaking reviews of the Managing Director’s performance, including, setting with the Executive Director goals and reviewing progress in achieving those goals. The Board collectively and each Director has the right to seek independent professional advice at the Company’s expense, up to specified limits, (that limit is currently set at $2,000), to assist them to carry out their responsibilities. Recommendation 8.2 A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives. Yes Remuneration Policy Website Non-Executive Directors are to be paid their fees out of the maximum aggregate amount approved by shareholders for the remuneration of Non-Executive Directors. Executive Director remuneration is set by the Board with the executive director in question not present. Full details regarding the remuneration of Directors has been included in the Remuneration Report within the Annual Report. Recommendation 8.3 A listed entity which has an equity-based remuneration scheme should: a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and b) disclose that policy or a summary of it. Yes Remuneration Policy Website Executives and Non-Executive Directors are prohibited from entering into transactions or arrangements which limit the economic risk of participating in unvested entitlements. Krakatoa Resources Limited & Controlled Entities – 59 – ASX INFORMATION AS AT 31 AUGUST 2015 The following additional information is required by the ASX Limited in respect of listed public companies and was applicable at 31 August 2015. 1. Shareholding a. Distribution of Shareholders Number (as at 31 August 2015) Category (size of holding) Shareholders Ordinary Shares 1 – 1,000 20 583 1,001 – 5,000 9 33,457 5,001 – 10,000 123 1,210,955 10,001 – 100,000 230 10,677,093 100,001 – and over 85 34,337,647 467 46,259,735 b. The number of shareholdings held in less than marketable parcels is 24 shareholders amounting to 10,540 shares. c. The names of substantial shareholders listed in the company’s register as at 31 August 2015 are: Shareholder Ordinary Shares %Held of Total Ordinary Shares Asia Mineral Trade Pte Ltd 5,000,000 10.81% d. Voting Rights The voting rights attached to the ordinary shares are as follows: Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a meeting or by proxy has one vote on a show of hands. Krakatoa Resources Limited & Controlled Entities – 60 – e. 20 Largest Shareholders as at 31 August 2015 — Ordinary Shares Number of Ordinary Fully Paid Shares Held % Held of Issued Ordinary Capital 1. ASIA MINERAL TRADE PTE LTD 5,000,00010.81 2. PROF YEW KWANG NG 1,700,0003.67 3. MR JOHN ROBERT TYRRELL + MS CLAIRE KATHERINE TYRRELL 1,565,0003.38 4. LINKWELL LTD 1,445,0003.12 5. CV INDO PROJECT SERVICES 1,250,0002.70 6. CV JAVA HOLDINGS 1,250,0002.70 7. LUCKY BILLION INVESTMENTS LTD 1,055,0002.28 8. COBALT ROAD MANAGEMENT LLC 1,000,0002.16 9. HOLLOW POINT HOLDINGS LTD 1,000,0002.16 10. UNIVERSAL FIRM LIMITED 1,000,0002.16 11. DR SHIRLEY THEIN GI LIM 740,0001.60 12. MR MURRAY WILLIAM BROUN 678,4791.47 13. DR TONY CREA 670,0001.45 14. R & P AUSTIN SUPERANNUATION PTY LTD 600,0001.30 15. RJB MEDICAL PTY LTD 600,0001.30 16. S & R CLARKSON HOLDINGS PTY LTD 504,6851.09 17. DR RONALD JOHN BOND 500,0001.08 18. MR JOHN LOMBARDO 423,9170.92 19. MR ALF TOMMY HARSTROM 413,0650.89 20. MR GREGG CHRISTOPHER FREEMANTLE 410,0000.89 21,805,14647.13 2. The name of the company secretary is David Palumbo. 3. The address of the principal registered office in Australia is: Level 11, 216 St Georges Terrace Perth WA 6000 4. Registers of securities are held at the following address: Computershare Investor Services Pty Ltd, Level 11, 172 St Georges Terrace, Perth WA 6000 5. Stock Exchange Listing Quotation has been granted for all the ordinary shares of the company on all Member Exchanges of the ASX Limited. Krakatoa Resources Limited & Controlled Entities – 61 – SCHEDULE OF MINERAL TENEMENTS AS AT 31 AUGUST 2015 Project Tenement Interest held by Krakatoa Resources Limited DONGGALA IUP No.188.45/0465/DESDM 80% BCS IUP No.540/23/IUP/DESDM/BUP-2010 99.8% RIO JAYA IUP 188.45/0517/DESDM/2013 -* RIO JAYA IUP 188.45/0581/DESDM/2013 -* BONE BAY IUP 188.45/101/2014 -+ LAEYA RIVER IUP No. 540/257 Tahun 2014 -+ * The Company is party to a Memorandum of Understanding to acquire 80% of the Shares in PT. Rio Jaya Persada. + The Company is party to a Heads of Agreement to acquire an option to purchase 75% of the Shares in PT Trans Jawa Sulawesi. 

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